In addition to the obligations relating to offer information, an issuer will also have on-going obligations under the FMC Act. These vary depending upon the type of issuer or offer, but generally include obligations to:
A listed issuer is one who is party to a listing agreement with a licensed market operator in relation to a licensed market. Listed issuers must comply with the listing rules of the relevant licensed market, as set by the licensed market operator. These issuers, and certain persons related to them, also have ongoing disclosure obligations under the FMC Act.
Listed issuers are required to disclose information to the market in accordance with any continuous disclosure provisions of the listing rules of the relevant licensed market. The continuous disclosure provisions may vary between different licensed markets.
The FMC Act also requires directors and senior managers of listed issuers, and persons holding specified amounts of quoted voting products of a listed issuer, to disclose certain information to the issuer and to the market. Listed issuers are required to keep registers of that disclosed information.
We have developed an information sheet for brokers, issuers and research providers to encourage wider publication of research on IPOs for retail clients.
The information sheet clarifies that under New Zealand law there are no required black-out periods and that the new Financial Markets Conduct Act introduces a more flexible regime for retail advertising. The information sheet also provides examples of the typical controls we expect investment banking firms to have in place to manage conflicts of interest.
Good corporate governance and board behaviour supports the principles underpinning the FMC Act.
Information about our expectations for good corporate governance can be found in these publications: