Ann: Becoming a substantial holder, page-29

Financial Markets Authority New Zealand - Guidance Note (2017)


Substantial Product Holder (SPH) notices are provided to:

Promote an informed market, and
Deter insider conduct, market manipulation, and secret dealings in potential takeover bids.


Substantial holding means a relevant interest in 5% or more of quoted voting products in a listed company, as set out in section 274(2) of the FMC Act.

Directors, senior managers and people who have a substantial holding in a listed company are required to disclose certain changes to their ownership in a company.


The FMC Act requires those with a relevant interest in financial products to disclose on what date their substantial holding began (Initial Disclosure).

The Initial Disclosure must contain details of all transactions or events which led to the acquisition of the substantial holding in the four months before its start date (or whichever is the shorter period if the company was listed less than four months ago).


The FMC Act requires SPHs to disclose movements of 1% or more in their substantial holding.

The FMC Act requires SPHs to disclose “as soon as the person knows, or ought reasonably to know” that a relevant event has occurred. This means that the disclosure must be made promptly and without delay.

We expect SPH notices, for 1% movements, to include details of all transactions (including on-market trades which have been aggregated) and events which led to the disclosure of the 1% movement, to comply with the Regulations.