Ann: GENERAL: NZX: Amendments to NZSX / NZDX List

• Release Date: 08/11/13 16:16
• Summary: GENERAL: NZX: Amendments to NZSX / NZDX Listing Rules
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					NZX
08/11/2013 14:16
GENERAL

REL: 1416 HRS NZX Limited

GENERAL: NZX: Amendments to NZSX / NZDX Listing Rules

Notice to Main Board and Debt Market Listed Issuers

8 November 2013

Amendments to NZSX/NZDX Listing Rules

NZX Limited ("NZX") hereby gives notice of amendment to the NZSX/NZDX Listing
Rules ("Rules") pursuant to Rule 1.3. The amended Rules are dated 30 October
2013 and the amendments to the Rules will come into effect on 1 January 2014.
This follows the Financial Markets Authority providing approval for the
changes on 30 October 2013.

The amended Rules are available on i-Search and can be found at
www.nzx.com/market-supervision/rules/nzsx-and-nzdx-listing-rules. A marked-up
copy showing the differences between the amended Rules and the current Rules
dated 5 October 2012 can also be found at this link.

In March 2012 and May 2013 NZX published consultation memoranda relating to
proposed amendments to the Rules. NZX has published submissions received on
the March 2012 consultation memorandum and will shortly publish submissions
received on the May 2013 consultation memorandum. The consultation memoranda
and submissions are available at
www.nzx.com/market-supervision/rules-consultation.

The Rule changes are a combination of substantive amendments and changes to
correct typographical errors. The substantive amendments are:

1. Change to Definition of Equity Security and Rule 7.3.10(b) (currently
7.3.11(b))
The application of Rule 7.3 to Convertible Securities has been clarified by
amendment of the definition of Equity Security and amendment of Rule
7.3.10(b) (currently 7.3.10(b)). The Rule reflects the policy that all issues
of Equity Securities must comply with Rule 7.3. Issuers wishing to issue
Securities Convertible into Equity Securities may either obtain approval of
Equity Security holders prior to issue, or comply with Rule 7.3 on
Conversion.

2. Appraisal Reports - Rule 1.7
Amendments have been made to Rule 1.7 so that NZX may refuse to approve a
person to provide an Appraisal Report, or may revoke any prior approval
given, if NZX is not satisfied that the person is independent and
appropriately qualified.

3. Issuer Surveillance - Disclosure of Information - Rule 2.3.4
The Rules will permit NZX to disclose information to persons with whom NZX
has a "Reciprocal Arrangement". A definition of "Reciprocal Arrangement" has
been included in Rule 1.6. The amendments clarify NZX's ability to share
information with other agencies whose functions include monitoring,
surveillance, or regulation of trading in, or clearing and settlement of
transactions in, securities, derivatives, or commodities.

4. Board determination of Independent Directors - Rule 3.3.3(a)
An amendment to Rule 3.3.3(a) removes the requirement for an Issuer to
identify its Independent Directors both in its annual report and after its
annual meeting. The Board will only be required to make a determination
whether a Director is an Independent Director after the Issuer's annual
meeting if the Issuer's most recently published annual report did not state
whether that Director was an Independent Director.

5. Approval of Offering Documents by NZX - Rule 6.1.2(e)
Amendments have been made to Rules 6.1.2(e) and 7.1.1 so NZX approval is not
required for Offering Documents for offers of Securities not to be Quoted on
the Main Board or Debt Market. NZX has also amended footnote 2 to Rule
6.1.2(e) to provide further guidance as to the application of Rule 6.1.2(e).

6. Requirements for Offering Documents - Rules 5.2.2(f) and 7.1.5(d)
The new Rules 5.2.2(f) and 7.1.5(d) ensure that Offering Documents contain
information about the arrangements a Security holder would need to have in
place in order to trade Securities from the date of Quotation on the Main
Board or Debt Market.

7. Over-subscription Facilities - Rules 7.3.4(d) and 7.10.5
The deletion of Rule 7.10.5 provides Directors with the ability (under Rule
7.3.4(d)) to offer Equity Securities that were not subscribed for by existing
Equity Security holders in a rights issue or a share purchase plan to persons
and in a manner the Directors consider equitable. NZX has amended footnote 2
to Rule 7.3.4 to provide guidance as to the application of Rule 7.3.4(d).

8. Offers of Securities outside New Zealand - Rules 7.3.4(h) and
7.3.10(e)
NZX has amended Rule 7.3.4(h) to permit an Issuer making a bonus or rights
issue to not offer Securities in a jurisdiction outside New Zealand if, in
the Issuer's reasonable opinion, it is unduly onerous to do so. A similar
amendment is also made to Rule 7.3.10(e) in relation to dividend reinvestment
plans. NZX has amended footnote 4 to Rule 7.3.4 to provide guidance as to the
factors an Issuer should have regard to when considering whether making an
offer of Securities to Security holders from a jurisdiction outside New
Zealand is unduly onerous.

9. Offers of Securities to Employees - Rules 7.3.9, 7.6.1 and 7.6.4
The addition of a new footnote to Rule 7.3.9 (currently Rule 7.3.10)
clarifies that an Issuer can amend the terms of an offer of Equity Securities
to Employees in accordance with an express power previously approved by
Quoted Equity Security holders.

An amendment to Rule 7.6.1(k) permits an Issuer to acquire or redeem Equity
Securities issued to Employees under Rule 7.3.6 in accordance with the terms
of issue.

An amendment to Rule 7.6.4 provides a new financial assistance test designed
to assist smaller Listed Issuers. The new test will permit an Issuer to
provide financial assistance to an Employee where the amount of the financial
assistance given during a set period does not exceed $1 million.

10. Rights Offer Requirements - Rule 7.10.9
The addition of Rule 7.10.9 will provide an Issuer with the choice whether to
provide prior notice to market of the Record Date for a Share Purchase Plan.
Rule 7.10.9 permits an Issuer to set the Record Date for a Share Purchase
Plan on a date prior to making an announcement about the plan or
alternatively to give prior notice of the Record Date as required by Rule
7.10.7(a). A Share Purchase Plan is defined as a plan that complies with
clause 5 of the Securities Act (NZX - Share and Unit Purchase Plans)
Exemption Notice 2010.

11. Allotment - Rule 7.11
An Issuer issuing Equity Securities under a dividend reinvestment plan under
Rule 7.11, in accordance with Rule 7.3.10(e), must allot those Equity
Securities on the same day dividends are paid to Security holders who do not
participate in that issuance.

12. Announcements of Change in Capital - Rule 7.12.1
NZX has amended Rule 7.12.1 to clarify the application of the Rule. NZX has
also included a new requirement (at Rule 7.12.1(f)) for allotment notices to
include information about the principal terms of Securities that are not
already Quoted.

13. Material Transactions - Rule 9.1
NZX is introducing a new exception at Rule 9.1.3 so that Rule 9.1 does not
apply to transactions entered into by an Issuer solely for fund raising
purposes and in the Issuer's ordinary course of business. This is similar in
principle to the current exception to Rule 9.1 for banking transactions
entered into at arms' length between an Issuer and a Bank as principal.

14. Contents of Annual Report - Rule 10.4.5
NZX has amended Rule 10.4.5 (currently Rule 10.5.5) so that an Issuer is only
required to disclose details of any exercise of NZX's powers under Rule 5.4.2
where the information is public knowledge.

15. Restrictions on Transfer - Rule 11.1
Amendments to Rule 11.1.5 will allow a Debt Issuer, with the prior approval
of NZX, to impose transfer restrictions in a Trust Deed without the need to
obtain a waiver.

16. Update of the JORC code and amendment to mining disclosure Rule
The Australian Code for Reporting of Exploration Results, Mineral Resources
and Ore Reserves (the "JORC Code"), 2004 edition, is replaced by the 2012
edition of the JORC Code.

NZX has introduced a new Rule (Rule 10.9.8) to clarify when an Issuer must
release a Hydrocarbon report about flow testing in accordance with Rule
10.9.7 (currently Rule 10.11.7).

17. Corporate Governance Best Practice Code - Appendix 16
NZX has amended the Corporate Governance Best Practice Code:
i. to clarify that an Issuer's nomination committee may comprise the
same members as the Issuer's remuneration committee;
ii. to provide that the Chair of the Board may be the Chair of the Audit
Committee;
iii. to provide for the Board's remuneration committee to recommend
remuneration packages for the CEO and senior executives of the Issuer as well
as for Directors; and
iv. to require the remuneration committee's written charter to include
details of its composition.

18. General
NZX has taken the opportunity to reflect in the Rules the renaming of the
NZSX and NZDX as the Main Board and the Debt Market. A number of minor
typographical corrections have also been made throughout the Rules.

Please note that all comparison and other documents provided to assist with
understanding the changes to the Rules are intended as a guide only. From 1
January 2014 Issuers must refer to the Rules dated 30 October 2013 to
determine their rights and obligations under the Rules.

ENDS.
End CA:00243558 For:NZX    Type:GENERAL    Time:2013-11-08 14:16:33