In November 2018, NZX provided updated Listing Rules, along with guidance/consultation documents.
Some of the important changes include:
- continuous disclosure obligations apply to issuers not only where a Director/Senior Manager has come into possession of material information in the course of his or her duties, but also where he or she ought reasonably to have so obtained that information. The applicable NZX Guidance Note on continuous disclosure states that “[i]f an issuer is on notice of information that potentially could be material information, it should make further enquiries or obtain any expert advice needed to confirm whether it is material information within a reasonable period” and that “issuers must have processes in place to ensure that information is appropriately escalated … ”;
- the threshold for shareholder approval to be required for a major transaction is met if the transaction will “significantly change, either directly or indirectly, the nature of the Issuer’s business”;
- Boards must have a minimum of two independent directors and two NZ resident directors;
- voting at shareholder meetings is now to take place by poll, not by voice or show of hands;
- the placement threshold for capital raising has been reduced to 15%, and the share purchase plan threshold to 5%; and
- the general listing eligibility requirements have been reduced to 100 holders and 20% spread, $10 million minimum market capitalisation, and $1,000.00 minimum holding size.
The new Listing Rules are effective as of 1 January 2019, but with a transitional period during which issuers may opt in at any given time. Issuers must opt in by 30 June 2019 at the latest.