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Past Rules & Guidance Changes with Mark-ups

Past Rules & Guidance Changes

NZX Listing Rule Amendments: Authorised Representatives and Climate-Related Disclosure Obligations

NZX amended the NZX Listing Rules (Rules), to:

  • introduce requirements for Issuers to appoint Authorised Representatives; and
  • clarify the climate-related disclosure reporting obligations of an Issuer in its annual report.

NZX implemented these Rule amendments in two phases, with the amendments relating to climate-related disclosure obligations becoming effective on 24 May 2024, and the amendments introducing the Authorised Representative obligations becoming effective on 24 July 2024.

Further information and a mark-up of the amendments to the Rules are available below.

Climate-related Disclosure Obligations

Background

NZX amended Rule 3.7 to clarify the climate-related disclosure reporting obligations for Issuers in their annual reports. The amendment clarified that Issuers may either include a copy of their climate statements in their annual report, or provide a website address or URL link to where the statements can be accessed, in accordance with the requirements of the Financial Markets Conduct Act 2013.

Amended Rules

This amendment relating to an Issuer’s climate-related disclosure obligations came into effect on Friday, 24 May 2024. Mark-ups of the amendment to the Rules and Guidance Note are available below:

Authorised Representatives Requirements

Background

Existing Issuers

NZX amended the Rules (including Rule 1.7.2 and 1.22) to introduce requirements for existing Issuers in relation to Authorised Representatives. These amendments came into effect on 24 July 2024.

The new requirements include that Issuers must:

  • appoint a Primary Authorised Representative and a Secondary Authorised Representative, and notify NZX of the contact information of both Authorised Representatives through the prescribed form;
  • ensure that their Primary Authorised Representative has successfully completed the Authorised Representative Training within 6 months of the effective date of the Rule amendment (being 24 January 2025); and
  • notify NZX through the prescribed form of changes to an Authorised Representative’s contact information, or the appointment of new Authorised Representatives.

NZX encourages Secondary Authorised Representatives to undergo Authorised Representative Training, although there is no Rule requirement for them to do so.

Prospective Issuers

NZX also gave notice of amendments to Rules 1.12 and 1.13. These amendments introduce requirements for applicants who are seeking to list to appoint Primary and Secondary Authorised Representatives, and to ensure that their Primary Authorised Representative has successfully completed the Authorised Representative Training prior to listing.

Amended Rules

A mark-up of the amendment to the Rules is available below:

Practice Note and Supporting Materials

NZX is also releasing the following Practice Notes to clarify the Authorised Representative requirements under the amended Rules available, linked below:

The prescribed form for an Issuer to notify NZX of the contact information for its Authorised Representatives will be made available as a form on the Markets Announcement Platform prior to 24 July 2024 at the link below:

NZX MAP Forms webpage

Timeline for the Authorised Representative amendments

A timeline for the changes is set out below:

AR Rule Release - Copy

Amendments to the NZX Delisting and NZX Trading Halts and Suspensions Guidance and Practice Notes

Last year, NZX conducted its omnibus consultation which consulted on the introduction of a guidance note that clarifies the delisting process and the standard conditions on a delisting; and amendments to the trading halts guidance to introduce a practice of publishing a trading halt application upon a halt being put in place.

Mark-ups of the amended guidance notes and practice notes which came into effect on Tuesday, 2 April 2024 (revised) are available below:

NZX Dark & Booking Purposes Only Transactions Amendments

NZX made amendments to certain rules and guidance to facilitate:

  • the introduction of NZX Dark a voluntary anonymous unlit order book, and
  • the enhancement of the self-match prevention (SMP) tool through the introduction of booking purposes only transaction (BPOT) functionality.

Mark-ups of the amendments to the rules and associated guidance are set out below:

The amendments to the above mentioned rules and guidance came into effect on 20 March 2024. NZX currently expects that NZX Dark will be available for market participants in Q2 2024, and the self-match prevention enhancements will be available in Q4 2024.

Major and Related Party Transactions Consultation Response Paper

NZX completed its consultation on proposed amendments to the Major and Related Party Transactions Guidance Note (Guidance Note). We have carefully considered the submissions received in response to the consultation, and the response paper outlines the outcomes of the consultation based on submitter feedback. NZX gave notice of the amended Guidance Note coming into effect on 18 December 2023.

A mark-up of the amendments to the Guidance Note is available below:

Capital Raising Settings Review Outcomes

Last year, NZX conducted a review of the capital raising settings within the NZX Listing Rules (Rules) and consulted on proposed amendments to the current settings. A consultation response paper was published in June 2023 outlining the outcomes of the consultation and the proposed final amendments.

NZX now gives notice of amendments to the Rules which will come into effect on 15 January 2024, that implement the outcomes of the review. Further detail on the reasons for the amendments is available within the consultation response paper, available linked here.

In addition to the Rule amendments, NZX will also be introducing a new guidance note for capital raisings, which will also become effective on 15 January 2024. NZ RegCo has also updated two of its existing Practice Notes and will be introducing two new Practice Notes to support the Rule amendments.

A mark-up of the Rules showing the amendments, the new guidance note, and NZ RegCo's Practice Notes are available below:

Risk Management Recovery Tools Amendments

New Zealand Clearing and Depository Corporation Limited (NZCDC) is further maturing its risk management arrangements in line with regulatory expectations including the completion of a recovery plan and introduction of additional financial recovery tools. Such financial recovery tools are a required by the Standards under the Financial Market Infrastructures Act 2021, which NZCDC will transition to in 2024. In order to give effect to the financial recovery tools, New Zealand Clearing Limited and New Zealand Depository Limited has provided notice of amendments to the Clearing and Settlement Rules and Procedures, and Depository Operating Rules.

These changes were not disallowed by the Financial Markets Authority and Reserve Bank of New Zealand under the Banking (Prudential Supervision) Act 1989. The amendments took effect on 1 December 2023.

Clean copies of the Rules as well as mark ups against the previous Rule sets are included below:

A consultation response paper is also available, linked here, designed to provide transparency to the market of NZCDC’s consideration of the submission feedback on the recovery tools.

Prescribed Persons Guidance Note Amendments

Last year, NZX consulted on proposed amendments to the Prescribed Person Trading Guidance Note (Guidance Note). The proposed amendments are designed to provide increased clarity and additional information on what NZX deems to be the reasonable steps a Participant should implement in relation to Prescribed Person Trading requirements, as outlined in Participant Rule 10.5 and Derivatives Market Rules 4.18 to 4.19.

NZX has now concluded its review and notes that the amendments to the Guidance Note will come into effect from Friday, 14 July 2023 (revised) onwards. The amendments to the Guidance Note are set out below:

These amendments seek to provide further guidance for Participants in implementing processes to detect and deter market misconduct, as well as the regulatory expectations in terms of managing conflicts of interests of Prescribed Persons. The additional guidance seeks to reinforce the fair, orderly, and transparent operation of our markets, while helping NZX Participants manage potential conflicts of interest and enhance the effectiveness of information barriers.

NZX Corporate Governance Code, NZX Listing Rules and Guidance Note Amendments

NZX has made amendments to the NZX Corporate Governance Code (Code), NZX Listing Rules (Rules) and ESG Guidance Note as a result of the consultations conducted last year. The amendments are available as mark-ups linked below, with the initial proposed amendments marked in blue and post-consultation amendments as a result of submitter feedback marked in red:

A mark-up of the amendments to the NZX Listing Rules is available below:

The amendments to the Code, NZX Listing Rules and Guidance Notes will come into effect on 1 April 2023. Please see the note below regarding how issuers should report against the Code for the purposes of Rule 3.8.1(a).

Reporting against the Code

Equity issuers must report against the Code in accordance with Rule 3.8.1(a). This obligation does not apply to debt or fund only issuers.

In respect of financial years commencing on or after 1 April 2023, issuers must report against the amended Code dated 1 April 2023, a markup of which is linked here.

In respect of financial years commencing before 1 April 2023, issuers must either continue to report against the previous version of the Code dated 17 June 2022, linked here, or elect to voluntarily report against the amended 1 April 2023 Code. Issuers should clarify which version of the Code they are reporting against.

Additional guidance note amendments

The consequential amendments to the additional guidance notes which have been revised to conform with the amendments resulting from the Code review, are available below:

Please note that these amendments also come into effect from 1 April 2023 onwards.

Amendments to NZMDT Rules and Procedures

NZX has amended the NZ Markets Disciplinary Tribunal (Tribunal) rules (Rules) and procedures (Procedures) in accordance with Rule 1.3 and the Financial Markets Authority’s (FMA) approval of the changes to the rules under the Financial Markets Conduct (NZX NZ Markets Disciplinary Tribunal Rules) Approval of Rule Change Notice 2022.

Please note that the amended Tribunal Rules and Procedures only apply for matters referred to the Tribunal on or after Monday, 17 October 2022.

Marked-up versions of the amended Rules and Procedures are available below:

Corporate Action Notice Amendments

In June 2022, NZX updated its corporate action notice template. You can read about the context for these changes here and the marked-up version of the changes is available below:

NZX Listing Rules Hygiene Review

NZX has made amendments to the NZX Listing Rules as part of its hygiene review. These amendments were previously consulted on in June 2021 and involve no substantive amendments to the Rules and accompanying Guidance Notes.

In addition to the hygiene amendments, NZX also published a new Practice Note on the offer of warrants, a final version of which is available below:

Please note that these amendments and the new Practice Note came into effect on Friday, 17 June 2022. A final version of the NZX Listing Rules is available on our website here and final versions of the Guidance Notes are available here.

Marked-up versions of the hygiene amendments to the NZX Listing Rules and Guidance Notes are available below:

Amendments to the Derivatives Market Procedures and the Clearing and Settlement Procedures

NZX has published updated versions of the Derivatives Market Procedures and the Clearing and Settlement Procedures (Procedures). The amendments to the Procedures are a result of the migration of NZX’s suite of dairy derivatives contracts to the Singapore Exchange Derivatives Trading Limited (SGX-DT). A full announcement of these changes is available here.

Please note that these amendments came into effect on 30 November, 2021.

A final version of the Derivatives Market Procedures is available on our website here and a final version of the Clearing and Settlement Procedures is available here. Mark-up versions of the Procedures are available below:

Amendments to the Clearing and Settlement Rules

NZX has published an updated version of the Clearing and Settlement Rules with the necessary amendments to migrate its suite of dairy derivatives contracts to the Singapore Exchange Derivatives Trading Limited (SGX-DT). A full announcement of these changes is available on our website here.

Please note that these amendments came into effect on 22 November, 2021.

A final version of the Rules is available on our website here and a marked-up version of the amended Clearing and Settlement Rules is available below:

Introduction of a Direct Market Access Guidance Note

NZX has published a new Direct Market Access Guidance Note (Guidance Note) to provide guidance and best practice information for Participants trading on NZX’s cash and derivatives markets via Direct Market Access.

Please note that this Guidance Note came into effect on 17 November, 2021. The Guidance Note is available below and on our Participant and Derivatives Guidance page here.

Introduction of a Self-Match Prevention Practice Note

NZX has published a new Self-Match Prevention Practice Note (Practice Note) to provide guidance and best practice information for Participants trading on NZX’s system using the Self-Match Prevention feature. The Self-Match Prevention service is an optional tool which, when enabled, will automatically prevent two orders from the same entity matching with each other in the Trading System.

Please note that this Practice Note came into effect when the Self-Match Prevention service went live on 1 October, 2021. The Practice Note is available below and on our Participant and Derivatives Guidance page here.

Amendments to Procedure 2.1.2: Required Trading Flags

Under the Participant Procedures, Participants were required to include the most applicable trading flag in the Trading System in relation to Off-Market Trades. As a result of NZX’s Trading System upgrade which is due to go live in Q3 of 2021, Participants will be required to include the two most applicable trading flags for an Off-Market Trade.

NZX gave notice of an amendment to Procedure 2.1.2 of the NZX Participant Procedures, to reflect this change. The amendment took effect from 19 July 2021. The amendment provides flexibility so that Participants will continue to be subject to an obligation only to provide the single most applicable trading flag, until the Trading System Upgrade is implemented.

A marked-up version of the amended Participant Procedures is available below:

NZX Trading Conduct Guidance Note Amendment 2021

Amendments to Section 4.2: Indications of InterestNZX Limited has made amendments to Section 4.2 of the NZX Trading Conduct Guidance Note (Guidance Note).

These amendments were previously consulted on in August 2020 and involve:

  1. clarifying conduct expectations in respect of advertising indications of interest; and
  2. adopting the European Association for Financial Markets in Europe and the Investment Association (AFME/IA) framework for flagging indications of interest.

Please note that these amendments took effect from 7 May, 2021. A marked-up version of the amended Guidance Note is available below:

Amendments to the Settlement Batch Times

New Zealand Clearing Limited made amendments to the Clearing and Settlement Procedures (Procedures) as a result of consulting with Clearing Participants affected by these amendments. These amendments involved:

  • moving the afternoon settlement batch from 3:00 p.m. to 3:30 p.m. NZST;
  • moving the afternoon fails settlement batch from 3:30 p.m. to 4:00 p.m. NZST; and
  • conformance amendments to update mentions of Clearing and Settlement Rule (Rule) 2.15 to Rule 9.1 in Appendix A and B of the Procedures as a result of 2020 amendments to the Rules.

Please note that the amended Procedures took effect from 3 May, 2021. A marked-up version of the Procedures is available below:

NZX Derivatives Market Rules 2021

Conformance Amendments

NZX made conformance amendments to the Derivatives Market Rules (Rules).

These amendments involved conformance updates to bring the Rules in conformance with the 2017 amendments to the NZX Participant Rules. The amendments involved updates to the following sections of the Rules:

  • financial advice;
  • discretionary accounts;
  • know your client (KYC) procedures/required client information;
  • contract notes;
  • voice recording;
  • disclosure of interests;
  • employee and prescribed person trading;
  • surveillance tools; and
  • Direct Market Access (DMA)

On 28 April, NZX released updates to the NZX Derivatives Market Procedures (Procedures) consistent with these changes and updated derivatives market forms 1 to 8. Marked-up versions of the Rules and Procedures are available below:

Structural separation of NZX’s regulatory function: Amendments to NZX market rules and NZCDC settlement system rules

On 11 November 2020, NZX announced that the effective date for the structural separation of NZX’s commercial and regulatory roles was Thursday 10 December 2020.

Amendments to Market Rules

As part of the structural separation of the regulatory function, consequential amendments were made to the Market Rules and the NZX Derivatives Procedures. Marked-up versions of the relevant Rules and Procedures are available below:

The above amendments took effect from Thursday 10 December 2020.

Amendments to the NZCDC Settlement System Rules

As part of the structural separation of the regulatory function, consequential amendments were also made to the Rules of the NZCDC Settlement System. Marked-up versions of the relevant Rules are available below:

These amendments took effect from Thursday 10 December 2020.

Mark-ups of Rules & Guidance Changes