7 Meaning of associate

(1)

In this Act, person A is an associate of person B (and vice versa) if—

(a)

person A is a body corporate and person B is—

(i)

a director of that body corporate; or

(ii)

a related body corporate of that body corporate (within the meaning of section 12(2) of the Financial Markets Conduct Act 2013); or

(iii)

a director of a related body corporate of that body corporate (within that same meaning); or

(b)

person A is a spouse, civil union partner, de facto partner, child, or parent of person B; or

(c)
[Repealed]

(d)

person A is a partner, to whom the Partnership Law Act 2019 applies, of person B; or

(e)

person A is a nominee or trustee for person B; or

(f)

person A is a director of a company, or person A holds more than 10% of the control rights in the company, and person A and person B are parties to an agreement or arrangement relating to—

(i)

the control of that company; or

(ii)

more than 20% of the control rights in that company; or

(g)

person A holds more than 20% of the control rights, or more than 20% of the equity return rights, in person B:

(h)

person A and person B are bodies corporate, and another person holds more than 20% of the control rights, or more than 20% of the equity return rights, in each of person A and person B; or

(i)

person B is the trustee of a trust acting in that capacity and person A is a settlor, beneficiary, or trustee, of that trust; or

(j)

person A is a body corporate and person C holds more than 20% of the control rights, or more than 20% of the equity return rights, in person A and person B is the trustee of a trust acting in that capacity and person C is a settlor, beneficiary, or trustee, of that trust.

(2)

In subsection (1),—

business means any undertaking that is carried on whether for gain or reward or not

control right means a voting right attaching to a voting product

director, in relation to a body corporate, means a person occupying the position of director of the body corporate by whatever name called

equity return rights, in relation to a business, means that a person has a right or entitlement or expectancy to receive equity returns, directly or indirectly, of the business

equity returns means—

(a)

profits of the business; or

(b)

distributions from the business; or

(c)

other equity returns from the business

expectancy means, in relation to a business or any other person,—

(a)

an expectancy or a contingent or unvested right to equity returns of the business or person; or

(b)

a right to equity returns of the business or person that does not confer on the holder a certain or defined share of the equity returns available to all or to any class of persons having equity return rights in the business or person

person includes the trustees of a trust acting in that capacity.

(3)

For the purposes of this section, a person has a control right if the person would have a relevant interest, under sections 235 to 238 of the Financial Markets Conduct Act 2013, in the voting products that confer that right,—

(a)

if voting product, in relation to a body, meant a financial product of the body that confers a right to vote at meetings of members (whether or not there is any restriction or limitation on the number of votes that may be cast by, or on behalf of, the holder of the financial product); and included a financial product that, in accordance with the terms of the financial product, is convertible into a financial product of that kind; and

(b)

if references in those sections to a number or percentage of voting products were references to the number or percentage of the votes conferred by those financial products.

(4)

In subsection (3), financial product has the same meaning as in section 7 of the Financial Markets Conduct Act 2013.

Section 7(1)(a)(ii): amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 7(1)(b): amended, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

Section 7(1)(c): repealed, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).

Section 7(1)(d): amended, on 21 April 2020, by section 86 of the Partnership Law Act 2019 (2019 No 53).

Section 7(2) control right: amended, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 7(3): replaced, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).

Section 7(4): inserted, on 1 December 2014, by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).