Upcoming Rules & Guidance Changes

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

NZX is amending the NZX Listing Rules (Rules), including 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 will be implementing 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 is available below.

Climate-related Disclosure Obligations

Background

NZX is amending Rule 3.7 to clarify the climate-related disclosure reporting obligations for Issuers in their annual reports. The amendment clarifies 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 will come 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 is amending the Rules (including Rule 1.7.2 and 1.22) to introduce requirements for existing Issuers in relation to Authorised Representatives. These amendments will come 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 gives 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

NZX Dark & Booking Purposes Only Transactions Amendments - Self-Match Prevention Practice Note Amendments

NZX has made amendments to the Self-Match Prevention (SMP) Practice Note 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.

A mark-up of the amendments to the practice note is available below:

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. Please note that the above amendments to the SMP Practice Note will come into effect in Q4 2024 (revised).