Module Application
- Is your organisation required to comply with the NZX Listing Rules?
- Does an application made by your organisation for listing or quotation of financial products meet the relevant requirements in order to receive NZX approval?
- Is the organisation compliant with requirements for issuers operating on the NZX markets, including its obligation to offer, issue and transfer financial products in accordance with the rules?
- Does the organisation fulfil its duties in relation to each relevant stakeholder including its shareholders, the market, the public, and each regulatory body?
- Does the organisation make market announcements as required, meet governance requirements, and observe rulings or requests made by the regulatory bodies?
- Does your organisation have processes or procedures to ensure compliance with its legal obligations in relation to these issues?
Module Scope
The NZX Listing Rules module informs issuers that list securities on the NZX markets of their legal obligations under the NZX Listing Rules and suggests policies and procedures to ensure compliance with these requirements. The module pertains to issuers of debt, equity and fund securities, NZX foreign except issuers, issuers of wholesale debt securities, and issuers of certain other financial products.
In particular, this module assists organisations to understand and comply with their obligations relating to issuer operations, including duties related to listing and quotation, disclosure and governance.
The module covers obligations set out in the NZX Listing Rules (10 December 2020), as well as obligations set out in other instruments that are incorporated into the rules by reference in the NZX Listing Rules. This includes parts of:
- The NZ Market Disciplinary Tribunal Rules (10 December 2020)
- The NZ Depository Operating Rules (10 December 2020)
- The Financial Markets Conduct Act 2013 (NZ), and
- The Financial Markets Conduct Regulations 2014 (NZ)
The specific questions and answers covered by the module are:
- What legal obligations are held by issuers under the NZX Listing Rules?
- What processes or procedures should be in place to ensure compliance?
- What are the consequences if the legal obligations are breached?
The obligations covered by the module about how to become an issuer include:
- The eligibility requirements for each type of listed issuer
- Preparation and submission of an application to be a listed issuer
- Preparation and submission of an application for the quotation of financial products
- Creating and amending the issuer’s governing document
The obligations covered by the module relating to governance include:
- The composition and renumeration of the board of directors
- The composition and duties of the audit committee
- Compliance with the governing document
- Holding and providing notice of shareholder meetings
- Raising resolutions at shareholder meetings for approval
- The governance of financial products
The obligations covered by the module relating to disclosure include:
- Providing continuous and periodic disclosure
- Making market announcements (such as administrative and offer announcements)
- Making specific market announcements relating to mining or capital change and distribution
- The form and content of disclosure
The specific obligations covered by the module relating to raising equity capital include:
- Issuing equity securities
- Making accelerated offers
- Acquiring through share buybacks or redemptions
- The provision of financial assistance
The specific obligations covered by the module relating to documentation and other administrative matters include:
- Acquiring NZX approval for documents prior to circulation
- The preparation and form of certain documents
- The registration and approval of transfers of financial products
- The provision of statements regarding transfers
The specific obligations covered by the module relating to enforcement of and compliance with the NZX Listing Rules include:
- Amendments to the rules or procedures
- Rulings and waivers relating to the rules
- The imposition of trading halts, suspensions and cancellations
- Information and interview requests from the NZX or Tribunal