These regulations are the Securities Markets (Disclosure of Relevant Interests by Directors and Officers) Regulations 2003.

These regulations come into force on 3 May 2004.

In these regulations, unless the context otherwise requires,—

(1) In this regulation, excluded person means a person who does not—

• (a) report directly to—

  • (i) a board of directors; or

  • (ii) the sole director of a public issuer if the public issuer has only 1 director; or

• (b) report directly to a person who reports directly to—

  • (i) a board of directors; or

  • (ii) the sole director of a public issuer if the public issuer has only 1 director.

• (c) [Revoked]

• (d) [Revoked]

(2) No excluded person is an officer for the purposes of the Act.

(1) A director or officer of a public issuer who must make an initial disclosure must do so using a disclosure notice in form 1.

(2) A director or officer of a public issuer who must make ongoing disclosure must do so using a disclosure notice in form 2.

Every disclosure notice in form 1 must contain the following information:

• (a) the nature of the relevant interest the director or officer has in a security, including (without limitation) the details of any trust, agreement, arrangement, or understanding relating to the security (whether or not the director or officer is a party to it) under which, or by virtue of which, the director or officer may at any time have the power to exercise, or have the power to control the exercise of, any right to vote attached to the security; and

• (b) the name of the registered holder of the security to which the relevant interest relates.

Every disclosure notice in form 1 must contain details of the number, class, and type of securities to which the relevant interest relates.

Every disclosure notice in form 1 must specify the date upon which the disclosure obligation in relation to the relevant interest in a security became applicable under section 19T(1) of the Act.

Every disclosure notice in form 2 must contain the following information:

• (a) the nature of the relevant interest the director or officer has or had in a security and the circumstances in which the relevant interest arose, including (without limitation) the details of any trust, agreement, arrangement, or understanding relating to the security (whether or not the director or officer is a party to it) under which, or by virtue of which, the director or officer may at any time have the power to exercise, or have the power to control the exercise of, any right to vote attached to the security; and

• (b) the name of the registered holder of the security to which the relevant interest relates or related.

Every disclosure notice in form 2 must contain details of the number, class, and type of securities to which the relevant interest relates or related.

Every disclosure notice in form 2 must specify the date upon which the acquisition or disposal of the relevant interest in a security occurred.

(1) Subject to subclause (2), every disclosure notice in form 2 must contain details of the consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal of the relevant interest in a security.

(2) Consideration that is not easily converted into or expressed in New Zealand dollars must be described.

(1) Every disclosure notice in form 2 must—

• (a) contain a description of the nature or type of transaction; and

• (b) specify whether the security to which the relevant interest relates or related was acquired or disposed of under the transaction.

(2) For the purposes of subclause (1) and regulation 12, transaction means the arrangement pursuant to which, or the circumstances in which, the acquisition or disposal of the security to which the relevant interest relates or related took place, and includes (without limitation)—

• (a) an on-market trade:

• (b) an off-market trade:

• (c) an exercise of options:

• (d) an issue of securities under a dividend reinvestment plan:

• (e) participation in a buy-back scheme.

(1) Multiple acquisitions and multiple disposals of relevant interests in securities may be disclosed in 1 disclosure notice in form 2, provided that all the acquisitions and disposals disclosed in the notice took place within the 5 trading day period referred to in section 19T(2) of the Act.

(2) A director or officer who discloses multiple acquisitions or multiple disposals of relevant interests in securities in accordance with subclause (1) must state, in the disclosure notice, the number of transactions that the disclosure notice relates to.

If a disclosure has been made in relation to a relevant interest in a security by a director or officer under these regulations, the next disclosure notice given by that director or officer in relation to that relevant interest must state the date of the most recent disclosure made by that director or officer in relation to that relevant interest.

(1) Every disclosure notice must be signed by the director or officer giving the notice.

(2) However, a director or officer may authorise (by whatever means he or she wishes) another person (whether by name or by title) to sign the disclosure notice on his or her behalf.

(3) A disclosure notice that is signed on behalf of a director or officer—

• (a) is treated (subject to evidence to the contrary) as having been signed by a person authorised by the director or officer; and

• (b) must be treated in all respects as if it had been signed by the director or officer.

(4) It is not an excuse for non-disclosure that the director or officer authorised another person to sign the disclosure notice on his or her behalf but the authorised person failed to sign it as authorised.

(5) To avoid doubt, nothing prevents a public issuer or a registered exchange from consenting to accept a disclosure notice that is signed by way of an electronic signature.

(1) Every director or officer who must complete a disclosure notice under regulation 5 must—

• (a) give the disclosure notice to the registered exchange with which the public issuer is listed; and

• (b) give the disclosure notice to the public issuer to enable the public issuer to enter it in the public issuer’s interests register.

(2) However, a director or officer may authorise (by whatever means he or she wishes) another person (whether by name or by title) to give the disclosure notice to the registered exchange and the public issuer on his or her behalf.

(3) A disclosure notice that is given on behalf of a director or officer—

• (a) is treated (subject to evidence to the contrary) as having been given by a person authorised by the director or officer; and

• (b) must be treated in all respects as if it had been given by the director or officer.

(4) It is not an excuse for non-disclosure that the director or officer authorised another person to give the disclosure notice on his or her behalf, but the authorised person failed to give it as authorised.

(1) Every disclosure notice must be—

• (a) delivered or posted to the address of the person to whom the notice is given; or

• (b) given by facsimile; or

• (c) given by other electronic means to which the registered exchange with which the public issuer is listed has given its consent (in the case of a notice given to a registered exchange); or

• (d) given by other electronic means to which the public issuer has given its consent (in the case of a notice given to a public issuer).

(2) A disclosure notice given by facsimile is, in the absence of proof to the contrary, to be treated as having been given if the facsimile machine or computer generated a record of the transmission of the notice to the facsimile machine or computer of the recipient.

(3) A disclosure notice given by other electronic means is, in the absence of proof to the contrary, to be treated as having been given if an acknowledgement of receipt has been received by the person who gave the disclosure notice.

A disclosure notice displayed on the Internet by a public issuer or a registered exchange for completion by a director or officer of a public issuer does not have to be set out in the same format or layout as either form 1 or form 2, but it must—

• (a) be clearly and prominently displayed on the relevant Internet web page; and

• (b) be in a font size that is easily readable; and

• (c) use the same words as are used in form 1 or form 2, as applicable; and

• (d) not be misleading in any way.

(1) A director or officer who acquires or disposes of a relevant interest in a security does not have to disclose that fact within 5 trading days of the acquisition or disposal (in accordance with section 19T of the Act) if the relevant interest arises from a security that is acquired or disposed of under an ongoing offer.

(2) Subject to subclause (3), a director or officer who acquires or disposes of relevant interests to which subclause (1) applies must disclose that fact—

• (a) within 5 trading days of the last day of the ongoing offer; and

• (b) in the case of an ongoing offer that is open for acceptance for a period of more than 30 days, once in every month (but at least 21 days after the date of the last disclosure) in which an acquisition or disposal of relevant interests takes place; and

• (c) other than as stated in paragraphs (a) and (b) and subclause (4), in accordance with the Act and these regulations.

(3) A director or officer who makes a disclosure in accordance with subclause (2)(a) does not have to comply with subclause (2)(b) for the month within which the disclosure is made in accordance with subclause (2)(a).

(4) Multiple acquisitions and multiple dispositions of relevant interests in securities may be disclosed in 1 disclosure notice under regulation 12 (even if the acquisitions, the dispositions, or both did not take place within a 5 trading day period as required by regulation 12(1)), if—

• (a) the relevant interests arise from securities that are acquired or disposed of under 1 or more ongoing offers; and

• (b) disclosure is made in accordance with subclause (2)(a) or (b).

(5) [Revoked]

(6) A director or officer who acquires or disposes of a relevant interest in a security during the period of the ongoing offer, but not under the ongoing offer, must disclose that fact in accordance with the Act and these regulations.

(7) For the purposes of this regulation, ongoing offer means an offer (including, without limitation, under a buy-back or a dividend reinvestment scheme) to all existing shareholders on an equal basis with an open period of acceptance.

(1) A director or officer who acquires or disposes of a relevant interest in a security does not have to disclose that fact within 5 trading days of the acquisition or disposal (in accordance with section 19T of the Act) if the relevant interest arises from a security that is acquired or disposed of under an employee share scheme.

(2) A director or officer who acquires or disposes of a relevant interest to which subclause (1) applies must disclose that fact—

• (a) once in every month (but at least 21 days after the date of the last disclosure) during the period of time that the director or officer has the relevant interest; and

• (b) other than as stated in paragraph (a) and subclause (3), in accordance with the Act and these regulations.

(3) All of the relevant interests in securities that have been acquired or disposed of by a director or officer under the employee share scheme may be disclosed in 1 disclosure notice in accordance with regulation 12, in which case the requirement in regulation 12(1) that the acquisitions and disposals took place within a 5 trading day period does not apply.

(4) [Revoked]

(5) A director or officer who acquires or disposes of a relevant interest in a security during the period of the employee share scheme, but not under the employee share scheme, must disclose that fact in accordance with the Act and these regulations.

(6) For the purposes of this regulation, employee share scheme means a scheme established by a public issuer or a related body corporate under which a director, officer, manager, or employee of that public issuer or related body corporate may acquire securities.

A director or officer who has, or who acquires or disposes of, a relevant interest in a security does not have to disclose that fact under section 19T of the Act if—

• (a) the director or officer must make a disclosure under section 22, 23, or 25 of the Act in relation to a substantial holding in the public issuer of the security to which the relevant interest relates or related; and

• (b) the disclosure under that section concerns the same relevant interest; and

• (c) the director or officer discloses in accordance with that section; and

• (d) it is stated in the disclosure made in accordance with that section that the director or officer is a director or officer of the public issuer.

(1) A director or officer of an overseas listed public issuer who has, or who acquires or disposes of, a relevant interest in a security of that overseas listed public issuer does not have to disclose that fact under section 19T of the Act.

(2) A director or officer of an overseas listed public issuer who has, or who acquires or disposes of, a relevant interest in a security of a related body corporate of that overseas listed public issuer does not have to disclose that fact under section 19T of the Act unless—

• (a) that person is also a director or officer of the related body corporate; and

• (b) the related body corporate is a public issuer, but not an overseas listed public issuer.

(3) In this regulation, overseas listed public issuer means a public issuer whose securities are also listed with a securities exchange that—

• (a) is not a New Zealand registered exchange; and

• (b) has sole primary jurisdiction for the listing requirements for the public issuer and the quotation of its securities.