Disclosure Requirements - New Zealand
Disclosure Category: 1
Under Financial Markets Conduct Act 2013 (“FMCA 2013”), Clearstream Banking S.A. (“CBL”) shall disclose the identity and holdings of customers of all financial products unless declared by regulations not to be a security for the purposes of the FMCA 2013.
Consent
In order to comply with the legislation as mentioned below, customers entering into transactions in the New Zealand domestic market consent and are hereby deemed to consent to disclosure and to the appointment of the requestor (for example, the listed company or its agent) as their attorney-in-fact, under power of attorney, to collect from CBL such information as is required to be disclosed.
Background and legal basis
Local laws and regulations (including sections 274 to 281 and 290 and 291 of the FMCA 2013), may require CBL or CBL's depository to disclose securities holding information with respect to CBL's securities account.
Obligation to report threshold crossings
The basis for disclosure falls under Sections 274 to 281 of the FMCA 2013.
When an investor acquires a relevant interest of 5% or more in any class of a listed company's voting securities, this constitutes a substantial security holding. The beneficial owner must disclose the substantial security holding to the company and to the registered exchange on which the securities are listed. Subsequent increases or decreases of 1% or more as well as ceasing to be a substantial security holder, also require disclosure. Disclosure must be given as soon as the substantial security holder knows, or ought to know, that the reportable event has arisen.
Based on Sections 290 and 291 of the FMCA 2013, a listed issuer may forward a notice to the nominee requiring the latter to disclose the name and address of every person who holds a relevant interest in the company, or similarly may issue a disclosure request to any person whom it believes to hold a relevant interest in voting securities. The relevant person will have to disclose its name and address as soon as practicable. A person has a relevant interest in a security if that person:
- Is the registered holder of the security; or
- Is the beneficial owner of the security; or
- Has the power to exercise, or to control the exercise of, a right to vote attached to the security; or
- Has the power to acquire or dispose of, or to control the acquisition or disposition of the security.
Disclosure applies to listed voting securities only, not to unlisted securities. However, the Securities Commission of New Zealand can require any person to disclose the nature and extent of any relevant interests in securities of a public issuer, including unlisted and non-voting securities.
Sanctions
A contravention of sections 276-279 and sections 289-291 (substantial holding disclosure obligations) may give rise to a civil liability, including a pecuniary penalty not exceeding NZD 200,000 in the case of an individual or NZD 600,000 in any other case.