A person must not do any of the things set out in sections 8C to 8E if that person is an information insider of the public issuer.

(1) A person is an information insider of a public issuer if that person—

• (a) has material information relating to the public issuer that is not generally available to the market; and

• (b) knows or ought reasonably to know that the information is material information; and

• (c) knows or ought reasonably to know that the information is not generally available to the market.

(2) A public issuer may be an information insider of itself.

In this subpart, inside information means the information in respect of which a person is an information insider of the public issuer in question.

An information insider of a public issuer must not trade securities of the public issuer.

An information insider (A) of a public issuer must not directly or indirectly disclose inside information to another person (B) if A knows or ought reasonably to know or believes that B will, or is likely to,—

• (a) trade securities of the public issuer; or

• (b) if B is already a holder of those securities, continue to hold them; or

• (c) advise or encourage another person (C) to trade or hold them.

An information insider (A) of a public issuer must not—

• (a) advise or encourage another person (B) to trade or hold securities of the public issuer:

• (b) advise or encourage B to advise or encourage another person (C) to trade or hold those securities.

A person who contravenes any of sections 8C to 8E commits an offence (see section 43 for the maximum penalty of 5 years' imprisonment and a $300,000 fine for an individual or a $1,000,000 fine for a body corporate) if the person has actual knowledge—

• (a) that the information is material information; and

• (b) that the information is not generally available to the market; and

• (c) in the case of a contravention of section 8D, of any of the matters set out in section 8D(a) to (c).

Section 8C does not apply to trading in securities that is required by an enactment.

Section 8D does not apply to disclosure that is required by an enactment.

(1) Section 8C does not apply to the acquisition of the securities of a public issuer under an underwriting or sub-underwriting agreement.

(2) Section 8D does not apply if the inside information is disclosed to a person for the sole purpose of negotiating an underwriting or sub-underwriting agreement with that person in respect of the securities in question.

(3) Section 8E does not apply if the advice or encouragement is given for the sole purpose of persuading the person to whom it is given to enter into an underwriting or sub-underwriting agreement in respect of the securities in question.

(1) A person (A) does not contravene section 8C merely because A trades the securities with the knowledge that A proposes to enter into, or has previously entered into, 1 or more transactions or agreements in relation to the securities or the public issuer or its business activities.

(2) A person (B) does not contravene section 8E merely because B advises or encourages A to trade or hold securities when B has knowledge acquired in the course of acting as A's adviser that A proposes to enter into, or has previously entered into, 1 or more transactions or agreements in relation to the securities or the public issuer or its business activities.

(3) In subsection (2), adviser means an adviser acting in a professional capacity, and includes an adviser such as a lawyer, an accountant, or an investment adviser, but is not limited to those persons.

Section 8C does not apply in the case of a person (A) if—

• (a) in trading the securities A was acting on behalf of another person (B); and

• (b) A traded the securities on B's specific instruction; and

• (c) before trading, A did not disclose inside information to B; and

• (d) A did not advise or encourage B to instruct A to trade.

(1) Section 8C does not apply to—

• (a) trading that results from a takeover offer under the takeovers code; or

• (b) trading in compliance with regulations made under section 49D(1)(b); or

• (c) entering into an agreement to acquire or dispose of securities at a fixed price under a future takeover offer that complies with the takeovers code; or

• (d) the acquisition or disposal of securities in performance of an agreement to acquire or dispose of those securities at a fixed price under a future takeover offer that complies with the takeovers code.

(2) Section 8D does not apply to the following conduct:

• (a) subject to the conditions in subsection (3), disclosure of inside information to a prospective offeror or its advisers under a prospective takeover offer under the takeovers code:

• (b) subject to the conditions in subsection (3), disclosure of inside information to encourage competing bona fide offers to be made in competition with a takeover offer under the takeovers code:

• (c) subject to the conditions in subsection (3), disclosure of inside information by a prospective offeror or its advisers under a prospective takeover offer under the takeovers code for the purpose of forming a consortium to make a takeover offer:

• (d) disclosure of inside information to an independent adviser to enable that adviser to make a report required by the takeovers code.

(3) The conditions referred to in subsection (2) are—

• (a) the recipient of the information is bound by a confidentiality agreement in respect of the information; and

• (b) the purpose of the conduct is to enable or encourage the recipient to make a takeover offer or to participate in a takeover offer.

(4) Section 8E does not apply to advice or encouragement—

• (a) by the directors of a company that is the target company under a takeover offer under the takeovers code, to the extent that the advice or encouragement is given to the company's shareholders and relates to trading or holding their securities; or

• (b) by a prospective offeror under a prospective takeover offer under the takeovers code for the purpose of forming a consortium to make a takeover offer.

(5) A person (A) does not contravene section 8D or section 8E merely because A, in relation to a takeover offer or prospective takeover offer under the takeovers code, discloses inside information to another person (B) or advises B to trade or hold securities of the public issuer when A has that inside information, or is an information insider, only through acting as B's adviser in relation to the takeover offer or prospective takeover offer.

(6) In subsection (5), adviser means an adviser acting in a professional capacity, and includes an adviser such as a lawyer, an accountant, or an investment adviser, but is not limited to those persons.

Section 8C does not apply to the redemption of units in a unit trust if the redemption price for each unit is calculated by reference to the underlying value of the assets of the financial business or undertaking of the scheme.

Section 8C does not apply to trading by the Reserve Bank of New Zealand in securities issued by the Reserve Bank of New Zealand or by the Crown.

In any proceeding against a person (A) for contravention of section 8C, it is a defence if A proves on a balance of probabilities that A did not know, and could not reasonably be expected to know, that A traded the securities.

(1) In any proceeding against a person (A) for contravention of section 8C or section 8D, it is a defence if A proves on a balance of probabilities that the inside information was obtained by research and analysis, and was not obtained directly or indirectly from the public issuer concerned.

(2) In any proceeding against a person (A) for contravention of section 8E, it is a defence if A proves on a balance of probabilities that A encouraged or advised on the basis of inside information obtained by research and analysis, and not obtained directly or indirectly from the public issuer concerned.

(3) In subsections (1) and (2), research means planned investigation undertaken to gain new knowledge and understanding.

(1) In any proceeding against a person (A) for contravention of section 8C, it is a defence if A proves on a balance of probabilities that the opposite party to the transaction knew, or ought reasonably to have known, the same inside information as A before entering into the transaction.

(2) In any proceeding against a person (A) for contravention of section 8D, it is a defence if A proves on a balance of probabilities that the other person knew, or ought reasonably to have known, the same inside information as A before it was disclosed.

(3) In any proceeding against a person (A) for contravening section 8D or section 8E by disclosing inside information to another person (B) or by advising B to trade or hold securities of the public issuer, it is a defence if A proves on a balance of probabilities that A has that inside information, or is an information insider, only through acting as B's adviser in relation to trading or holding those securities.

(4) In subsection (3), adviser means an adviser acting in a professional capacity, and includes an adviser such as a lawyer, an accountant, or an investment adviser, but is not limited to those persons.

(1) In any proceeding against a person (A) for contravention of section 8C, it is a defence if A proves on a balance of probabilities that—

• (a) A traded the securities under a fixed trading plan or under options with a fixed exercise price; and

• (b) A entered into the trading plan, or acquired the options, as the case may be,—

  • (i) before A obtained the inside information; and

  • (ii) without any intent to evade section 8C.

(2) A fixed trading plan is a trading plan that—

• (a) is fixed for a period of time; and

• (b) gives the investor no right to withdraw before the end of that period; and

• (c) is not subject to any influence by the investor as to trading decisions after the plan has begun.

(1) In any proceeding against a person (A) for contravention of any of sections 8C to 8E, it is a defence if A proves on a balance of probabilities that—

• (a) arrangements existed that could reasonably be expected to ensure that no individual who took part in the active decision received, or had access to, the inside information or was influenced, in relation to that decision, by an individual who had the information; and

• (b) no individual who took part in the active decision received, or had access to, the inside information or was influenced, in relation to that decision, by an individual who had the information; and

• (c) every individual who had the information and every individual who took part in the active decision acted in accordance with the arrangements referred to in paragraph (a).

(2) In subsection (1), active decision means the decision to trade the securities or disclose the inside information or advise or encourage, as the case may be.

A person must not make a statement or disseminate information if—

• (a) a material aspect of the statement or information is false or the statement or information is materially misleading; and

• (b) the person knows or ought reasonably to know that a material aspect of the statement or information is false or that the statement or information is materially misleading; and

• (c) the statement or information is likely to—

  • (i) induce a person to trade in the securities of a public issuer; or

  • (ii) have the effect of increasing, reducing, maintaining, or stabilising the price for trading in those securities; or

  • (iii) induce a person to vote for, or vote against, a transaction, or to abstain from voting in respect of that transaction.

A person who contravenes section 11 commits an offence (see section 43 for the maximum penalty of 5 years' imprisonment and a $300,000 fine for an individual or a $1,000,000 fine for a body corporate) if the person has actual knowledge that the statement or information is false in a material aspect or is materially misleading.

A person must not do, or omit to do, anything if—

• (a) the act or omission will have, or is likely to have, the effect of creating, or causing the creation of, a false or misleading appearance—

  • (i) with respect to the extent of active trading in the securities of a public issuer; or

  • (ii) with respect to the supply of, demand for, price for trading in, or value of those securities; and

• (b) the person knows or ought reasonably to know that the person's act or omission will, or is likely to have, that effect.

(1) A person (A) is presumed to contravene section 11B if A is directly or indirectly a party to trading in the securities of a public issuer from which no change in beneficial ownership results.

(2) A person (A) is also presumed to contravene section 11B if—

• (a) A has made an offer to trade the securities of a public issuer; and

• (b) either A or, to A's knowledge, A's associate, has made or proposes to make an opposite offer (the opposite offer) to trade securities of the public issuer; and

• (c) the opposite offer substantially matches A's offer as to the number and price of the securities.

(3) There is no presumption under subsection (1) or subsection (2), and it is a defence in any proceeding against A for contravention of section 11B, if A proves, on a balance of probabilities, that the trading in securities occurred, or the offer to trade was made, for a legitimate reason.

(4) There is no presumption under subsection (1), and it is a defence in any proceeding against A for contravention of section 11B, if A proves, on a balance of probabilities, that—

• (a) in trading the securities A was acting on behalf of another person; and

• (b) A did not know, and ought not reasonably to have known, when trading the securities that no change in beneficial ownership would result.

A person who contravenes section 11B commits an offence (see section 43 for the maximum penalty of 5 years' imprisonment and a $300,000 fine for an individual or a $1,000,000 fine for a body corporate) if the person has actual knowledge that the act or omission will have, or is likely to have, the effect of creating, or causing the creation of, a false or misleading appearance—

• (a) with respect to the extent of active trading in the securities of a public issuer; or

• (b) with respect to the supply of, demand for, price for trading in, or value of those securities.

This subpart applies, with the following modifications and exceptions, to insider conduct in relation to a futures contract that is listed on an authorised futures exchange:

• (a) the term information insider of a public issuer must be read as information insider in relation to a futures contract:

• (b) the term information insider of the public issuer must be read as information insider in relation to the futures contract:

• (c) the term material information relating to the public issuer must be read as material information relating to—

  • (i) the futures contract; or

  • (ii) the underlying commodity, index, or asset that is the subject of the futures contract; or

  • (iii) the issuer of a security underlying the futures contract:

• (d) the term security must be read as futures contract:

• (e) the term trade the securities of the public issuer must be read as trade the futures contract:

• (f) the term trade or hold securities of the public issuer must be read as trade or hold the futures contract:

• (g) section 8A(2) must be read as A public issuer of a security underlying a futures contract may be an information insider in relation to that futures contract:

• (h) all other necessary modifications.

(1) A person must not engage in conduct, in relation to any dealings in securities, that is misleading or deceptive or likely to mislead or deceive.

(2) To make the position clear, this section applies more broadly than the rest of this Part and so applies to securities whether listed or non-listed and to all dealings in securities (not only trading).

(1) Sections 11 and 13 do not apply to conduct in relation to a takeover offer for securities under the takeovers code or to conduct under that offer to the extent that the conduct is regulated by the code or the Takeovers Act 1993.

(2) For the purposes of subsection (1), conduct in relation to a takeover offer means conduct following the public announcement by a person of an intention to make the offer, whether or not the offer has already begun and whether or not the offer proceeds, and includes conduct incidental or preliminary to a takeover that is regulated by the takeovers code.

Section 13 does not apply to conduct in relation to the acquisition or redemption by a company of its shares under the Companies Act 1993 to the extent that the conduct is regulated by that Act.

Section 13 does not apply to conduct in relation to an offer of securities to the public for subscription under the Securities Act 1978 or to conduct in relation to the issue or allotment of those securities to the extent that the conduct is regulated by that Act.

Section 13 does not apply to conduct in relation to a disclosure under Part 4 or to conduct in relation to an advice advertisement, a broker advertisement, or a product advertisement to the extent that that conduct is regulated by Part 4.

Section 13 applies to—

• (a) conduct in New Zealand; and

• (b) conduct outside New Zealand by any person resident, incorporated, or carrying on business in New Zealand to the extent that that conduct relates to dealings in securities that occur (in part or otherwise) within New Zealand.

A court hearing a proceeding brought against a person under the Fair Trading Act 1986 must not find that person liable for conduct that is regulated by this Part if that person would not be liable for that conduct under this Part.

(1) The purpose of this subpart is to provide for appropriate continuous disclosure by public issuers of material information that is not generally available to the market.

(2) The following criteria are relevant to the implementation of that purpose (without limiting other relevant criteria):

• (a) providing an appropriate level of protection for investors:

• (b) seeking to maintain the integrity and international competitiveness of the New Zealand listed markets:

• (c) ensuring that the benefits resulting from the continuous disclosure regime justify the costs, including the following costs:

  • (i) the value that a public issuer gives up if the information is not kept confidential; and

  • (ii) compliance costs for public issuers and registered exchanges in disclosing the information:

• (d) ensuring reasonable consistency and predictability in the application of the continuous disclosure regime:

• (e) avoiding unfair advantages resulting from inappropriate disclosure of information to some, but not all, investors:

• (f) recognising the importance to the New Zealand listed markets of attracting and retaining public issuers:

• (g) recognising the desirability of an effectively functioning framework of co-regulation of listed markets by registered exchanges and the Commission:

• (h) recognising the importance of maintaining international best practices for continuous disclosure in listed markets:

• (i) any principles applying to the co-ordination of business law between Australia and New Zealand set out in any agreement or memorandum of understanding between the Governments of New Zealand and Australia.

(1) A public issuer must notify information in accordance with the continuous disclosure provisions of the listing rules of a registered exchange if—

• (a) the public issuer is a party to a listing agreement with that exchange; and

• (b) the public issuer has information that those continuous disclosure provisions require it to notify; and

• (c) the information is material information that is not generally available to the market; and

• (d) No regulations under section 48E declare that section 19C applies to that exchange.

(2) Subsection (1) does not affect or limit the situations in which action can be taken (other than under this Act) for a failure to comply with provisions of the listing rules of a registered exchange.

A public issuer must notify information in accordance with the continuous disclosure provisions of regulations made under section 48E if—

• (a) regulations under section 48E declare that this section applies to a registered exchange; and

• (b) the public issuer is a party to a listing agreement with that exchange; and

• (c) the public issuer has information that those continuous disclosure provisions require it to notify; and

• (d) the information is material information that is not generally available to the market.

For the purposes of this Act, continuous disclosure provisions means provisions that require a public issuer that is a party to a listing agreement with a registered exchange to notify information about events or matters as they arise for the purpose of that information being made available to participants in the registered exchange's securities market.

A person (A) does not, in relation to the contravention by a public issuer of a continuous disclosure obligation or a term or condition of a continuous disclosure exemption, contravene that obligation or term or condition if A proves on the balance of probabilities that—

• (a) A took all steps (if any) that were reasonable in the circumstances to ensure that the public issuer complied with the obligation or term or condition; and

• (b) after doing so, A believed on reasonable grounds that the public issuer was complying with the obligation or term or condition.

The purpose of this subpart is to promote good corporate governance, and to deter and assist in the monitoring of insider conduct and market manipulation, by—

• (a) ensuring that information about directors' and officers' trading activities in public issuers is available to participants in New Zealand's securities markets; and

• (b) enabling the dates of trades to be checked against the dates at which material information became generally available to the market.

(1) A director or officer of a public issuer who has a relevant interest in a security of the public issuer or a related body corporate must disclose that fact, in accordance with section 19U, within 5 trading days of this section becoming applicable as a result of—

• (a) the listing of the public issuer; or

• (b) the person's appointment as a director or officer; or

• (c) the commencement of this section.

(2) A director or officer of a public issuer who acquires or disposes of a relevant interest in a security of the public issuer or a related body corporate must disclose that fact, in accordance with section 19U, within 5 trading days of the acquisition or disposal.

(3) This section is subject to sections 19U to 19Y.

(1) The director or officer must disclose the relevant interest, acquisition, or disposal—

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

• (b) in the interests register of the public issuer kept under this subpart.

(2) The director or officer must also disclose, as required by regulations made under section 49, any further matters relating to the relevant interest, acquisition, or disposal required by those regulations.

The director or officer must disclose the relevant interest, acquisition, or disposal in accordance with any regulations made under section 49 (which may govern the form and method of the disclosure).

A person is treated as a director or officer for the purposes of this subpart for 6 months after that person ceases to be a director or officer, and must continue to comply with this subpart for that period.

(1) A director or officer of a co-operative company who has a relevant interest in a non-listed security of that company does not have to disclose that fact under section 19T if—

• (a) the director or officer is a transacting shareholder of the company; and

• (b) the interest was acquired by the director or officer in the ordinary course of business.

(2) A director or officer of a co-operative company who acquires or disposes of a relevant interest in a non-listed security of that company does not have to disclose that fact under section 19T if—

• (a) the director or officer is a transacting shareholder of the company; and

• (b) the director or officer acquires or disposes of the interest in the ordinary course of business.

(3) For the avoidance of doubt and for the purposes of subsections (1) and (2), a person is not acting outside the ordinary course of business merely because the person acquires or disposes of non-listed securities in the company in connection with the person acquiring or disposing of a business or business assets.

The directors' and officers' disclosure obligations are subject to any exemptions granted by the Commission under section 48 or provided in regulations made under section 49.

(1) A public issuer must keep an interests register for disclosures under this subpart.

(2) The interests register must be kept at—

• (a) the registered office of the public issuer; or

• (b) any other place in New Zealand, of which notice is given in accordance with subsection (2A).

(2A) If the interests register is not kept at the public issuer's registered office, or the place at which it is kept is changed, the public issuer must give written notice to the Registrar of Companies of the place at which it is kept within 10 working days of its first being kept elsewhere or of its being moved.

(3) The interests register may be the same interests register as that kept under section 189(1)(c) of the Companies Act 1993.

(4) This section and section 19ZA do not derogate from the Companies Act 1993.

(1) The interests register must be kept open for inspection by any person.

(2) The interests register must be open for inspection between the hours of 9 am and 5 pm on each working day during the inspection period.

(3) In subsection (2), inspection period means the period commencing on the third working day after the day on which notice of intention to inspect is served on the public issuer by the person concerned and ending with the eighth working day after the day of service.

(4) A person may require a copy of, or extract from, an interests register to be sent to that person—

• (a) within 5 working days after the person has made a request in writing for the copy or extract; and

• (b) if the person has paid a reasonable copy and administration fee determined by the public issuer.

(1) Every person who is aware or ought reasonably to be aware of information that the person is required to disclose under section 19T, and who fails to disclose that information in accordance with a directors' and officers' disclosure obligation, commits an offence (see section 43A for the maximum penalty of a $30,000 fine).

(2) [Repealed]