New NZX Main Board/Debt Market Listing Rules, to come into effect on 1 January 2014, will streamline some processes for issuers and fix a number of typographical and other errors.
The changes largely reflect the consultation papers published in March 2012 and May 2013. Chapman Tripp’s submissions are available here and here.
- Boards will only need to make a determination whether a director is an independent director after the issuer’s annual meeting, if the director’s independence status was not disclosed in the issuer’s most recent annual report.
- NZX approval will not be required for offer documents for unquoted securities. NZX may also determine that approval is not required in respect of certain other offer documents, the example given being employee share schemes.
- Offer documents must include a description of the arrangements that a security holder would need to have in place to trade the securities on the Main Board or the Debt Market. We are aware that a number of issuers have already included this information but making it a requirement will ensure a consistent standard across the market.
- All convertible securities must either be approved on issue or conversion by an ordinary resolution of the existing shareholders, unless the security fits within one of the other thresholds in Rule 7.3 which allows for conversion without shareholder approval.
- The requirements for excluding overseas security holders from bonus or rights issues or dividend reinvestment plans have been clarified and guidance provided on when these will apply.
- Rule 7.12.1 will require an announcement to be released upon the issue, acquisition or redemption of quoted securities or, if the issuer already has equity securities quoted, any further equity securities (whether quoted or not). The information required in the Rule 7.12.1 announcement has also been amended.
It is worth noting that further amendments will likely be required to the Listing Rules next year, as the Financial Markets Conduct Act takes effect.
Our thanks to Rachel Dunne and Philip Ascroft for writing this Brief Counsel.