“business rules means the rules made by a registered exchange that govern the conduct of—

• “(a) business on any securities markets or futures markets operated by the registered exchange:

• “(b) persons authorised to undertake trading activities on any securities markets or futures markets operated by the registered exchange”.

“conduct rules means,—

• “(a) in relation to a securities market, the business rules and listing rules of a registered exchange in relation to the securities market; and

• “(b) in relation to a futures market, the business rules of a registered exchange in relation to the futures market”.

“futures market means a market, exchange, or other facility for trading in futures contracts”.

• “(d) a subsidiary of a registered exchange in respect of futures markets if the subsidiary operates a futures market”.

“registered exchange's securities market means a securities market operated by a registered exchange”.

“Part  2B
“Registered exchanges”.

• “(1) The Minister may, by notice in the Gazette, exempt a securities market, class of securities markets, futures market, or class of futures markets from any provision or provisions of this Part.”

“36F Registration of exchanges

• “(1) A body corporate may apply to become a registered exchange—

  • “(a) in respect of 1 or more securities markets; or

  • “(b) in respect of 1 or more securities markets and 1 or more futures markets; or

  • “(c) in respect of 1 or more futures markets, provided that the body corporate is already a registered exchange in respect of 1 or more securities markets.

  “(2) A body corporate may apply to become a registered exchange by delivering to the chief executive—

  • “(a) an application for registration in the form, and containing the information, required by the chief executive; and

  • “(b) a copy of the proposed conduct rules for the securities markets, securities markets and futures markets, or futures markets to which the application applies; and

  • “(c) any fees required by regulations made under section 49D and evidence of payment to the Commission of the fees, charges, or costs required to be paid to it by those regulations.

  “(3) The chief executive must register the body corporate as a registered exchange in respect of the securities markets, securities markets and futures markets, or futures markets to which the application applies, by entering the name of the body corporate in a register, after—

  • “(a) receipt of the documents and fees referred to in subsection (2); and

  • “(b) approval of the proposed conduct rules under section 36O.”

• “(2) Conduct rules for a futures market must include rules (business rules) that govern the conduct of—

  • “(a) business on that market; and

  • “(b) persons authorised to undertake trading activities on that market.”

• “(3) However, subsection (1) does not apply in respect of conduct rules for a futures market unless the registered exchange is registered in respect of both securities markets and futures markets under section 36F.”

• “(a) the Minister is satisfied that the proposal relates to a securities market or futures market that is not operated by the registered exchange under its existing conduct rules (a new market); and”.

• “(2) Before applying the approval process, the Minister must have regard to—

  • “(a) the integrity and effectiveness of securities markets, futures markets, or both (as the case may be) in New Zealand; and

  • “(b) the confidence of investors in securities markets, futures markets, or both (as the case may be) in New Zealand; and

  • “(c) the extent of the difference between existing markets operated by the registered exchange and the new market; and

  • “(d) the extent of the difference between the existing conduct rules and the proposed new conduct rules or changes.”

• “(a) direct a registered exchange to suspend trading of either or both of the following:

  • “(i) the securities, or a class of securities, of 1 or more public issuers:

  • “(ii) 1 or more futures contracts, or a class of futures contracts, traded on a futures market operated by the registered exchange; or”.

• “(a) the direction is necessary in the public interest to protect people trading in either or both of the following:

  • “(i) the securities, or a class of securities, of 1 or more public issuers:

  • “(ii) 1 or more futures contracts, or a class of futures contracts, traded on a futures market operated by the registered exchange; but”.

• “(1) A direction may be given under section 36ZO only if—

  • “(a) the Commission has given written notice to the registered exchange, and in the case of a direction to suspend the trading of securities or a class of securities, the public issuer or issuers concerned, of—

    • “(i) its opinion that the requirements of section 36ZP or 36ZQ are satisfied; and

    • “(ii) the proposed terms of the direction; and

    • “(iii) the reasons for its opinion; and

  • “(b) after receiving the Commission's notice, the registered exchange does not take, within the reasonable period stated in the notice,—

    • “(i) in the case of a proposed direction to suspend the trading of securities or a class of securities, action to prevent that trading; or

    • “(ii) in the case of a proposed direction to suspend the trading of futures contracts, or a class of futures contracts, action to prevent that trading; or

    • “(iii) in any other case, any other action that, in the Commission's view, is adequate to assess the situation raised in the notice; and

  • “(c) the Commission has had regard to any written submissions made to it by the registered exchange, and in the case of a direction to suspend the trading of securities or a class of securities, the public issuer or issuers concerned, within that notice period; and

  • “(d) the Commission still considers that it is appropriate to give the direction to the registered exchange.”

• “(ab) a body corporate that is a registered exchange in respect of securities markets and futures markets whose conduct rules for futures markets have effect under section 36I:”.

• “(c) a subsidiary of a body corporate that is registered in respect of futures markets if the subsidiary's conduct rules for futures markets have effect under section 36I:”.

“emissions units means—

• “(a) units as defined in section 4(1) of the Climate Change Response Act 2002; and

• “(b) personal property that—

  • “(i) is created by, or in accordance with, any enactment (whether of New Zealand, another country, or any jurisdiction of any country), rule of law, contractual provision, or international treaty or protocol as—

    • “(A) one of a fixed number of units issued by reference to a specified amount of greenhouse gas; or

    • “(B) evidence of a specified amount of reductions, removals, avoidance, storage, sequestration, or any other form of mitigation of greenhouse gas emissions; and

  • “(ii) can be surrendered, retired, cancelled, or otherwise used to—

    • “(A) offset greenhouse gas emissions under, or otherwise comply with, any enactment (whether of New Zealand, another country, or any jurisdiction of any country), rule of law, contractual provision, or international treaty or protocol; or

    • “(B) enable a person who surrenders, retires, cancels, or otherwise uses it to claim an environmental benefit

“greenhouse gas has the meaning set out in section 31 of the Climate Change Response Act 2002”.

• “(1) No person may carry on the business of dealing in futures contracts unless that person—

  • “(a) is, or is a member of a class of persons that is, authorised by the Commission by notice in the Gazette to carry on the business of dealing in futures contracts; or

  • “(b) has been approved by an authorised futures exchange under its rules to carry on the business of dealing in futures contracts in accordance with the rules of that exchange.

• “(1A) However, a person who receives approval under subsection (1)(b) may carry on the business of dealing in futures contracts only if that dealing is subject to the regulation and oversight of the authorised futures exchange that approved the person.”

• “(4) For the purposes of subsection (1)(b), rules, in relation to an authorised futures exchange within the meaning of paragraph (ab) of the definition of authorised futures exchange in section 37(1), means conduct rules.”

• “(1) Subject to subclause (2), an offeror must immediately send a written notice of any variation of the offeror's offer to—

  • “(a) every offeree; and

  • “(b) the target company; and

  • “(c) the Panel; and

  • “(d) the registered exchange (if any voting securities of the target company are quoted on the registered exchange's securities market).”