(1) In this Act, unless the context otherwise requires,—
associated persons or persons associated with each other has the meaning set out in subsection (2)
authorised advertisement has the same meaning as in section 2(1) of the Securities Act 1978
authorised futures exchange has the meaning set out in section 37(1)
authorised futures market has the meaning set out in section 37(1)
business includes any profession, trade, or undertaking, whether or not carried on with the intention of making a pecuniary profit
business rules means the rules of a registered exchange for a registered market that relate to the matters set out in section 36H(1)(b), in the case of a securities market, or section 36H(2), in the case of a futures market
change, in relation to the market rules for a registered market, has the meaning set out in section 36J(2)
chief executive means the chief executive of the department that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act
civil remedy order has the meaning set out in section 42R
civil remedy provision has the meaning set out in section 42S
class, in relation to securities, means a class of securities having attached to them identical rights, privileges, limitations, and conditions
company means a company, or an overseas company, within the meaning of section 2(1) of the Companies Act 1993
consideration includes consideration other than money
continuous disclosure direction has the meaning set out in section 36ZP
continuous disclosure exemption means,—
continuous disclosure obligation means section 19B or section 19C (whichever is applicable) and any listing rules or regulations with which either of those sections requires compliance
continuous disclosure provisions has the meaning set out in section 19D
contravene includes, in Part 5, in relation to a provision, prohibition, obligation, or exemption (a provision),—
(d) inducing, or attempting to induce, any other person, whether by threats or promises or otherwise, to contravene the provision; or
(e) being in any way, directly or indirectly, knowingly concerned in, or a party to, the contravention by any other person of the provision; or
court means, in relation to any matter, the court before which the matter is to be determined
dealings in securities, in subpart 2 of Part 1,—
director means—
(d) in relation to a body corporate or unincorporate, other than a company, partnership, or special partnership or limited partnership, any person occupying a position in the body that is comparable with that of a director of a company:
directors' and officers' disclosure obligation means any of sections 19T to 19V and any regulations with which those sections require compliance
distribute includes—
(b) communicate by letter, newspaper, broadcasting, sound recording, television, cinematographic film, video, or any form of electronic or other means of communication
document means any record of information; and includes—
encourage includes incite, counsel, or procure
engaging in conduct means doing or refusing to do an act, and includes—
exchange participant means any of the following:
exemption means, in Part 5, in respect of an obligation or provision, an exemption granted by or under this Act from that obligation or provision (for example, a continuous disclosure obligation exemption is an exemption from a continuous disclosure obligation), and a reference to a person contravening or complying with an exemption is to a person contravening or complying with a term or condition of that exemption
FMA means the Financial Markets Authority established under Part 2 of the Financial Markets Authority Act 2011
futures contract has the meaning set out in section 37
futures market means a market, exchange, or other facility for trading in futures contracts
general dealing misconduct prohibition means section 13
generally available to the market has the meaning set out in section 4
holding company has the same meaning as in sections 5 and 6 of the Companies Act 1993
information insider has the meaning set out in section 8A
inside information has the meaning set out in section 8B
issuer has the meaning set out in section 2(1) of the Securities Act 1978
listed, in relation to securities of a public issuer, means securities of the issuer that are approved for trading on a registered market (and, for the avoidance of doubt, securities do not cease to be listed merely because trading in those securities is suspended)
listing rules means the rules of a registered exchange for a registered market that relate to the matters set out in section 36H(1)(a)
market rules means the following rules for a registered market:
material information has the meaning set out in section 3, in relation to a public issuer, and in section 3A, in relation to a futures contract
Minister means the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act
non-listed securities means securities that are not listed
officer, for the purposes of Part 2 in relation to a public issuer,—
operate, in relation to a securities market or futures market, includes control the operation of that market
prescribed means prescribed by regulations made under this Act
principal officer, in relation to a body corporate or other body, means—
registered exchange means any of the following:
registered exchange's securities market means a securities market that is a registered market
registered market means any of the following:
relevant event means an event that results in a person having to disclose matters under sections 22 to 25
securities market means a market, exchange, or other facility for trading securities
security—
(a) means—
(i) any interest in, or right to participate in, any capital, assets, earnings, royalties, or other property of any person:
(ii) any interest in, or right to be paid, money that is, or is to be, deposited with, lent to, or otherwise owing by, any person (whether or not the interest or right is secured by a charge over any property):
(b) in subpart 1 of Part 1, means a security (as defined in paragraph (a)) that has been allotted and is listed on a registered market or approved for trading on an authorised futures market; but excludes a previously allotted security to the extent that conduct in relation to that security is regulated by the Securities Act 1978 except section 6A; and
subsidiary has the same meaning as in sections 5 and 6 of the Companies Act 1993
substantial holding has the meaning set out in section 21
substantial holding disclosure obligation means any of sections 22 to 27, and 34 to 35A and any regulations with which those sections require compliance
substantial security holder has the meaning set out in section 21
takeovers code means the takeovers code in force under the Takeovers Act
trading day means a day during which securities are traded on a registered market
transacting shareholder has the same meaning as in section 4 of the Co-operative Companies Act 1996
trustee corporation means Public Trust or the Māori Trustee or any corporation authorised by any Act to administer the estates of deceased persons and other trust estates
unsolicited offer obligation means any provision of any regulations made under section 48DB that is stated by those regulations to be an unsolicited offer obligation
voting security, in relation to a public issuer or other body,—
(2) For the purposes of this Act, unless the context otherwise requires, associated persons or persons associated with each other are—
(d) a body corporate and a person who has the power, directly or indirectly, to exercise, or control the exercise of, the right to vote attached to 25% or more of the voting securities of the body corporate; or
(3) Any term or expression that is defined in the Securities Act 1978 and used, but not defined, in this Act has the same meaning as in the Securities Act 1978.
(4) A term that is defined to have a meaning when used in a particular Part or provision of this Act has the same meaning when it is used in the definition of any other term used in that Part or provision.
(5) For the purposes of this Act and every other enactment, unless the context otherwise requires, a person is a party to a listing agreement with a registered exchange if the person is party to that listing agreement in respect of a registered market of the registered exchange (or, in the case of a registered exchange, if the exchange is listed on its own registered market, whether or not under a listing agreement).
Section 2: substituted, on 29 February 2008, by section 4 of the Securities Markets Amendment Act 2006 (2006 No 47).
Section 2(1) advertisement: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) advice advertisement: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) authorised futures market: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) broker advertisement: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) business rules: substituted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) change: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) Commission: repealed, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
Section 2(1) conduct rules: repealed, on 1 May 2011, by section 4(1) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) control: amended, on 1 May 2011, by section 4(3) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) dealings in securities paragraph (a): amended, on 1 May 2011, by section 4(4) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) dealings in securities paragraph (a)(i): amended, on 1 May 2011, by section 4(5) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) dealings in securities paragraph (b): amended, on 1 May 2011, by section 4(6) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) director paragraph (b): amended, on 2 May 2008, by section 121(4) of the Limited Partnerships Act 2008 (2008 No 1).
Section 2(1) director paragraph (c): amended, on 2 May 2008, by section 121(4) of the Limited Partnerships Act 2008 (2008 No 1).
Section 2(1) director paragraph (d): amended, on 2 May 2008, by section 121(4) of the Limited Partnerships Act 2008 (2008 No 1).
Section 2(1) exchange participant: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) FMA: inserted, on 1 May 2011, by section 82 of the Financial Markets Authority Act 2011 (2011 No 5).
Section 2(1) futures contract: amended, on 24 November 2009, by section 4(3) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) futures market: inserted, on 24 November 2009, by section 4(4) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) investment advice and advice: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) investment adviser and adviser: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) investment advisers' disclosure obligations and investment advisers’ obligations: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) investment broker and broker: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) investment brokers’ disclosure obligations and investment brokers’ obligations: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) investment brokers' service: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) investment money and money: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) investment property and property: repealed, on 1 July 2011, by section 164(2) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) issuer: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) listed: amended, on 1 May 2011, by section 4(7) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) listing rules: substituted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) market rules: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) operate: amended, on 24 November 2009, by section 4(6) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) public issuer paragraph (a): amended, on 1 May 2011, by section 4(8) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) public issuer paragraph (b): substituted, on 1 May 2011, by section 4(9) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) registered exchange: substituted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) registered exchange's market: repealed, on 24 November 2009, by section 4(8) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) registered exchange's securities market: inserted, on 24 November 2009, by section 4(8) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) registered exchange's securities market: amended, on 1 May 2011, by section 4(10) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) registered market: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) securities exchange: repealed, on 24 November 2009, by section 4(9) of the Securities Markets Amendment Act 2009 (2009 No 54).
Section 2(1) security paragraph (b): amended, on 1 May 2011, by section 4(11) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) security paragraph (e): repealed, on 1 July 2011, by section 164(3) of the Financial Advisers Act 2008 (2008 No 91).
Section 2(1) trading day: amended, on 1 May 2011, by section 4(12) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) trustee corporation: amended, on 1 July 2009, pursuant to section 30(2)(a) of the Māori Trustee Amendment Act 2009 (2009 No 12).
Section 2(1) unsolicited offer: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(1) unsolicited offer obligation: inserted, on 1 May 2011, by section 4(2) of the Securities Markets Amendment Act 2011 (2011 No 7).
Section 2(5): added, on 1 May 2011, by section 4(13) of the Securities Markets Amendment Act 2011 (2011 No 7).