From 1 July all NZX listed issuers must comply with the updated listing rules which came into force on 1 January this year (the New Rules). This date also marks the end of NZX's current three equity market structure, when all remaining NXT and NZAX issuers will migrate to NZX's single equity “Main Board".
While a majority of listed issuers will transition to the New Rules on 1 July, over 80 listed issuers opted to transition early and have been complying with the New Rules from their respective transition dates.
Transition measures still in place
NZX has provided transitional relief to permit issuers to update their constitutions for compliance with the New Rules at their next scheduled annual meeting after their transition date (or earlier, if certain special meetings are held). Until their constitution is updated, issuers are required to comply with the New Rules as if the relevant content requirements of the New Rules are contained in the issuer's existing constitution.
NZX also has put in place transitional relief which allows issuers after they transition to continue to rely on their existing NZX waivers until 30 June 2020 if new waivers are not in place before that date.
What are the key changes for Main Board listed issuers transitioning to the New Rules?
The New Rules retain most of the October 2017 NZSX Listing Rules (2017 Rules), although they are presented in a more logical order and are much easier to follow than the 2017 Rules. The New Rules incorporate previous NZX Regulation class rulings and waivers, as well as NZX practice notes and some common issuer-specific waivers.
To make it easier for issuers to find their way around the New Rules, NZX has published two finder guides here and here which cross-refer the 2017 Rules to the New Rules and vice versa.
The substantive changes that have been made to the 2017 Rules reflect NZX's general aim of seeking to align its policy settings with international markets (and, in particular, ASX) where it made sense to do so. For equity issuers, this has included introducing investor protections around matters requiring shareholder approval, increasing disclosure obligations and introducing some new governance requirements. The key changes are highlighted in the Schedule in the PDF of this update here.
Updated NZX Guidance Notes, Practice Notes, forms and templates
To support the New Rules, NZX has issued 10 new Guidance Notes and 23 Practice Notes. This includes an updated Continuous Disclosure Guidance Note and a new Major and Related Party Transactions Guidance Note.
In addition, NZX has created a number of editable templates to assist issuers to release information in the prescribed form as easily as possible. This includes the following templates:
Capital Change Notice
Corporate Action notice for a Distribution
Corporate Action other than for a Distribution
Meeting Results Announcements
Half-year and Full-year Results Announcements.
We would be happy to discuss these changes with you in more detail, and assist you with transitioning to the New Rules regime (including assisting with updating constitutional and governance documents as required).
Please contact your usual Bell Gully adviser or any of the contacts listed if we can assist further.
This publication is necessarily brief and general in nature. You should seek professional advice before taking any action in relation to the matters dealt with in this publication.