Financial Markets Conduct (Catalist Public Market) Regulations 2021

3 Interpretation

(1)

In these regulations, unless the context otherwise requires,—

alternative disclosure obligation means an obligation under regulation 8 and any alternative disclosure provision with which that regulation requires compliance

alternative disclosure provisions means provisions contained in the Catalist market rules that, for the purpose of material information being made available to participants in the market, require—

(a)

a Catalist issuer to—

(i)

notify material information about events or matters that arise before an auction no later than the start of the auction; and

(ii)

ensure the information remains available during the auction; and

(b)

a Catalist issuer to—

(i)

notify material information about events or matters that arise during an auction as those events or matters arise; and

(ii)

ensure the information remains available for the remaining period of the auction

auction, in relation to a Catalist issuer, means a process, conducted in accordance with the Catalist market rules and lasting for a defined period of time, in which quoted financial products of the issuer are traded on the Catalist Public Market

Catalist issuer means a person that is a party to a listing agreement with Catalist Markets Limited in relation to the Catalist Public Market

Catalist market rules means the market rules for the Catalist Public Market that are approved by the FMA under the Act and these regulations

Catalist Public Market means the financial product market—

(a)

operated by Catalist Markets Limited under that name; and

(b)

that is subject to licence conditions under Part 5 of the Act that—

(i)

limit the size of issuers that are eligible to become listed issuers on the market to issuers with a market capitalisation that does not exceed $60 million; and

(ii)

require listed issuers on the market with a market capitalisation that exceeds $100 million to cease being listed issuers on the market within 2 years after the market capitalisation first exceeds that amount (unless, in accordance with the licence conditions, the issuer obtains a waiver from Catalist Markets Limited due to exceptional circumstances); and

(iii)

require that there are adequate arrangements for ensuring that investors in the market have been provided with information about the nature of the market (including how it differs from a continuous trading market) and information about the particular risks associated with investing on a market that is targeted at small- and medium-sized issuers

market capitalisation, in relation to—

(a)

an issuer of equity securities that are or will be quoted on the Catalist Public Market (whether or not it is also an issuer of other kinds of quoted financial products), means the higher of the following:

(i)

the value of all of the issuer’s equity securities, as implied by the market price or fair value of those equity securities (see subclause (2)):

(ii)

the net assets of the issuer and its subsidiaries (if any) as reported in the most recent financial statements or group financial statements prepared in accordance with generally accepted accounting practice for the issuer and those subsidiaries (if any):

(b)

an issuer to which paragraph (a) does not apply and that is an issuer of debt securities that are or will be quoted on the Catalist Public Market, means the net assets of the issuer and its subsidiaries (if any) as reported in the most recent financial statements or group financial statements prepared in accordance with generally accepted accounting practice for the issuer and those subsidiaries (if any):

(c)

an issuer to which neither paragraph (a) nor paragraph (b) applies and that is an issuer of managed investment products that are or will be quoted on the Catalist Public Market, means the total gross value of assets under management by the issuer in respect of all managed investment schemes of which it is the manager (calculated in accordance with generally accepted accounting practice)

material information has the same meaning as in section 231 of the Act.

(2)

For the purposes of paragraph (a)(i) of the definition of market capitalisation in subclause (1), fair value must be determined in accordance with generally accepted accounting practice.