“(1) In this Act, unless the context otherwise requires,—
“advertisement means an advice advertisement, a broker advertisement, or a product advertisement
“advice advertisement means a form of communication that—
“(b) is authorised or instigated by, or on behalf of, an investment adviser or prepared with the co-operation of, or by arrangement with, an investment adviser; and
“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 contract has, in Part 3, the meaning set out in section 37(1)
“authorised futures exchange has the meaning set out in section 37(1)
“broker advertisement means a form of communication that—
“(b) is authorised or instigated by, or on behalf of, an investment broker or prepared with the co-operation of, or by arrangement with, an investment broker; and
“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 made by a securities exchange that govern the conduct of—
“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
“Commission means the Securities Commission established under the Securities Act 1978
“commodity has, in Part 3, the meaning set out in section 37(1)
“company means a company, or an overseas company, within the meaning of section 2(1) of the Companies Act 1993
“conduct rules means the business rules and the listing rules of a securities exchange
“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
“control, in subpart 1 of Part 2B, has the meaning set out in section 36S
“co-operative company means a company that is registered as a co-operative company under the Co-operative Companies Act 1996
“Court means, in relation to any matter, the Court before which the matter is to be determined
“deal, in Part 3, in relation to a futures contract, has the meaning set out in section 37(5) and (6)
“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, 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—
“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
“futures contract has the meaning set out in section 37(1)
“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
“insider conduct prohibition means any of sections 8C to 8E
“investment advice and advice—
“(b) include any such recommendation, opinion, or guidance that is communicated by letter, newspaper, periodical, broadcasting, sound recording, television, cinematographic film, video, or any form of electronic or other means of communication; but—
“investment adviser and adviser—
“(c) do not include an issuer or a promoter or a trustee (within the meaning of the Securities Act 1978 or the Unit Trusts Act 1960) or a statutory supervisor (within the meaning of the Securities Act 1978), of the particular securities to which the advice relates; but do include an employee or agent of, or person otherwise associated with, that issuer, promoter, trustee, or statutory supervisor if the employee, agent, or person associated falls within paragraph (a); and
“investment advisers' disclosure obligations means any of sections 41A to 41F and sections 41J to 41N and any regulations with which those sections require compliance, and investment advisers' obligations means those sections and regulations and sections 41O and 41S
“investment broker and broker—
“investment brokers' disclosure obligations means any of sections 41G to 41N and any regulations with which those sections require compliance, and investment brokers' obligations means those sections and regulations and sections 41O and 41S
“investment brokers service means the receipt of investment money or investment property by an investment broker
“investment money and money, in relation to an investment broker, mean any money received from, or on account of, a member of the public in relation to acquiring or disposing of securities
“investment property and property, in relation to an investment broker, mean security certificates or other valuable property received from, or on account of, a member of the public in relation to acquiring or disposing of securities
“listed, in relation to securities of a public issuer, means securities of the issuer that are approved for trading on the relevant registered exchange's 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 made by a securities exchange that relate to—
“market manipulation prohibition means either of sections 11 or 11B
“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, 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 bank has, in Part 3, the meaning set out in section 37(1)
“registered exchange means,—
“registered exchange's market means a securities market operated by a registered exchange
“related has the meaning set out in section 5B(2)
“relevant event means an event that results in a person having to disclose matters under sections 22 to 25
“relevant interest has the meaning set out in sections 5 to 5B
“securities exchange means a body corporate that operates a securities market
“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 exchange's market or approved for trading on an authorised futures exchange; 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 Act means the Takeovers Act 1993
“takeovers code means the takeovers code in force under the Takeovers Act
“trade, in subpart 1 of Part 1,—
“trading day means a day during which securities are traded on a registered exchange's 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 Maori Trustee or any corporation authorised by any Act to administer the estates of deceased persons and other trust estates
“voting right, in subpart 1 of Part 2B, has the meaning set out in section 36S
“voting security, in relation to a public issuer or other body,—