Securities Markets Amendment Act 2009

1: Title
This Act is the Securities Markets Amendment Act 2009.
2: Commencement
This Act comes into force on the day after the date on which it receives the Royal assent.
3: Principal Act amended
This Act amends the Securities Markets Act 1988 2009-11-24 Securities Markets Act 1988
4: Interpretation
1: Section 2(1) business rules business rules
a: business on any securities markets or futures markets operated by the registered exchange:
b: persons authorised to undertake trading activities on any securities markets or futures markets operated by the registered exchange .
2: Section 2(1) conduct rules conduct rules
a: in relation to a securities market, the business rules and listing rules of a registered exchange in relation to the securities market; and
b: in relation to a futures market, the business rules of a registered exchange in relation to the futures market .
3: The definition of futures contract section 2(1) section 37(1) section 37
4: Section 2(1) futures market .
5: The definition of listing rules section 2(1) securities registered
6: The definition of operate section 2(1) or futures market securities market
7: The definition of registered exchange section 2(1)
d: a subsidiary of a registered exchange in respect of futures markets if the subsidiary operates a futures market .
8: The definition of registered exchange's market section 2(1) registered exchange's securities market .
9: The definition of securities exchange section 2(1)
5: Part 2B heading substituted
The heading to Part 2B
2B: Registered exchanges
.
6: Power to exempt securities markets from this Part
1: The heading to section 36E and futures markets securities markets
2: Section 36E
1: The Minister may, by notice in the Gazette
7: New section 36F substituted
Section 36F
36F: Registration of exchanges
1: A body corporate may apply to become a registered exchange—
a: in respect of 1 or more securities markets; or
b: in respect of 1 or more securities markets and 1 or more futures markets; or
c: in respect of 1 or more futures markets, provided that the body corporate is already a registered exchange in respect of 1 or more securities markets.
2: A body corporate may apply to become a registered exchange by delivering to the chief executive—
a: an application for registration in the form, and containing the information, required by the chief executive; and
b: a copy of the proposed conduct rules for the securities markets, securities markets and futures markets, or futures markets to which the application applies; and
c: any fees required by regulations made under section 49D and evidence of payment to the Commission of the fees, charges, or costs required to be paid to it by those regulations.
3: The chief executive must register the body corporate as a registered exchange in respect of the securities markets, securities markets and futures markets, or futures markets to which the application applies, by entering the name of the body corporate in a register, after—
a: receipt of the documents and fees referred to in subsection (2)
b: approval of the proposed conduct rules under section 36O.
8: Registered exchange must operate securities markets with conduct rules that include required matters and have effect
1: The heading to section 36G markets and futures markets in accordance
2: Section 36G(1) and, if registered in respect of futures markets, each of its futures markets securities markets
9: Required matters for conduct rules
Section 36H
2: Conduct rules for a futures market must include rules ( business rules
a: business on that market; and
b: persons authorised to undertake trading activities on that market.
10: Registered exchange must provide proposed new conduct rules and changes to Minister
Section 36J
3: However, subsection (1) does not apply in respect of conduct rules for a futures market unless the registered exchange is registered in respect of both securities markets and futures markets under section 36F
11: Determination on whether or not to apply approval process to proposed conduct rules and changes
1: Section 36N(1)
a: the Minister is satisfied that the proposal relates to a securities market or futures market that is not operated by the registered exchange under its existing conduct rules (a new market .
2: Section 36N
2: Before applying the approval process, the Minister must have regard to—
a: the integrity and effectiveness of securities markets, futures markets, or both (as the case may be) in New Zealand; and
b: the confidence of investors in securities markets, futures markets, or both (as the case may be) in New Zealand; and
c: the extent of the difference between existing markets operated by the registered exchange and the new market; and
d: the extent of the difference between the existing conduct rules and the proposed new conduct rules or changes.
12: Registered exchange must not operate new securities market if proposed conduct rules or changes not approved
1: The heading to section 36P securities
2: Section 36P(1) or futures market securities market
13: Conduct rules must be available for inspection
Section 36Q(1) or futures market securities market
14: Registered exchange must give Commission material information given to market participants
Section 36ZG or futures market securities market
15: Commission may give directions to registered exchanges
Section 36ZO(2)
a: direct a registered exchange to suspend trading of either or both of the following:
i: the securities, or a class of securities, of 1 or more public issuers:
ii: 1 or more futures contracts, or a class of futures contracts, traded on a futures market operated by the registered exchange; or .
16: Grounds for other directions
Section 36ZQ
a: the direction is necessary in the public interest to protect people trading in either or both of the following:
i: the securities, or a class of securities, of 1 or more public issuers:
ii: 1 or more futures contracts, or a class of futures contracts, traded on a futures market operated by the registered exchange; but .
17: Notice, opportunity for exchange to act, and submissions before Commission gives directions
Section 36ZR
1: A direction may be given under section 36ZO only if—
a: the Commission has given written notice to the registered exchange, and in the case of a direction to suspend the trading of securities or a class of securities, the public issuer or issuers concerned, of—
i: its opinion that the requirements of section 36ZP or 36ZQ are satisfied; and
ii: the proposed terms of the direction; and
iii: the reasons for its opinion; and
b: after receiving the Commission's notice, the registered exchange does not take, within the reasonable period stated in the notice,—
i: in the case of a proposed direction to suspend the trading of securities or a class of securities, action to prevent that trading; or
ii: in the case of a proposed direction to suspend the trading of futures contracts, or a class of futures contracts, action to prevent that trading; or
iii: in any other case, any other action that, in the Commission's view, is adequate to assess the situation raised in the notice; and
c: the Commission has had regard to any written submissions made to it by the registered exchange, and in the case of a direction to suspend the trading of securities or a class of securities, the public issuer or issuers concerned, within that notice period; and
d: the Commission still considers that it is appropriate to give the direction to the registered exchange.
18: Notice and opportunity to be heard and represented after Commission gives direction
Section 36ZT(a) the registered exchange and public issuer or issuers concerned the registered exchange, and in the case of a direction to suspend the trading of securities or a class of securities, the public issuer or issuers concerned,
19: Interpretation of terms used in this Part
1: The definition of authorised futures exchange section 37(1)
ab: a body corporate that is a registered exchange in respect of securities markets and futures markets whose conduct rules for futures markets have effect under section 36I: .
2: The definition of authorised futures exchange section 37(1)
c: a subsidiary of a body corporate that is registered in respect of futures markets if the subsidiary's conduct rules for futures markets have effect under section 36I: .
3: The definition of commodity section 37(1) and a financial instrument , a financial instrument, and emissions units
4: Paragraph (e) of the definition of futures contract section 37(1) Act or any to which this
5: Paragraph (f) of the definition of futures contract section 37(1) Act or any to which this
6: Section 37(1) emissions units
a: units as defined in section 4(1) of the Climate Change Response Act 2002; and
b: personal property that—
i: is created by, or in accordance with, any enactment (whether of New Zealand, another country, or any jurisdiction of any country), rule of law, contractual provision, or international treaty or protocol as—
A: one of a fixed number of units issued by reference to a specified amount of greenhouse gas; or
B: evidence of a specified amount of reductions, removals, avoidance, storage, sequestration, or any other form of mitigation of greenhouse gas emissions; and
ii: can be surrendered, retired, cancelled, or otherwise used to—
A: offset greenhouse gas emissions under, or otherwise comply with, any enactment (whether of New Zealand, another country, or any jurisdiction of any country), rule of law, contractual provision, or international treaty or protocol; or
B: enable a person who surrenders, retires, cancels, or otherwise uses it to claim an environmental benefit greenhouse gas .
7: Section 37(2) this Part of
8: Section 37(7) this Part of
20: Dealers in futures contracts to be authorised
1: Section 38
1: No person may carry on the business of dealing in futures contracts unless that person—
a: is, or is a member of a class of persons that is, authorised by the Commission by notice in the Gazette
b: has been approved by an authorised futures exchange under its rules to carry on the business of dealing in futures contracts in accordance with the rules of that exchange.
1A: However, a person who receives approval under subsection (1)(b)
2: Section 38(2) subsection (1) subsection (1)(a)
3: Section 38(3) this section subsection (1)(a)
4: Section 38
4: For the purposes of subsection (1)(b) rules paragraph (ab)
21: Penalties for failing to comply with Part 2B
1: Section 43B(1) securities registered
2: Section 43B(2)(c) markets and futures markets in accordance
3: Section 43B(2)(d) securities
22: Further amendments to principal Act
Each of the provisions of the principal Act specified in Schedule 1 registered exchange's market registered exchange's securities market
23: Amendments to other enactments
1: Each of the provisions of each of the Acts specified in Part 1 of Schedule 2 registered exchange's market registered exchange's securities market 2009-11-24 Chateau Companies Act 1977 Companies Act 1993 Dairy Industry Restructuring Act 2001 Mackelvie Trust Act 1958 Methodist Charitable and Educational Trusts Act 1911 National Heart Foundation of New Zealand Empowering Act 1970 Port Companies Act 1988 Securities Markets Amendment Act 2002 Securities Transfer Act 1991 St John's College Trusts Act 1972 Takeovers Act 1993 Wellington Methodist Charitable and Educational Trusts Act 1916
2: Each of the provisions of each of the regulations specified in Part 2 of Schedule 2 registered exchange's market registered exchange's securities market 2009-11-24 Securities Markets (Market Manipulation) Regulations 2007 Securities Regulations 1983 Takeovers Code Approval Order 2000
3: In its continuing application under section 444 section 72(2)(e) 2009-11-24 Insolvency Act 1967 I think this change has to be made directly to s 72(2)(e) in reading the table in 49.1 of COG, under “references to other Acts/Regulations, though it might pay to check with RU before doing the change.(CB)
4: Clause 28 of the Schedule
1: Subject to subclause (2), an offeror must immediately send a written notice of any variation of the offeror's offer to—
a: every offeree; and
b: the target company; and
c: the Panel; and
d: the registered exchange (if any voting securities of the target company are quoted on the registered exchange's securities market). 2009-11-24 Takeovers Code Approval Order 2000