The bill says: In section 6(1), insert in its appropriate alphabetical order:
6 Interpretation
(1) In this Act, unless the context otherwise requires,-
accounting period has the same meaning as in section 5(1) of the Financial Reporting Act 2013
acquire-
(a) includes obtain by buying, subscribing, or taking an assignment or transfer of; and
(b) includes, in Part 5, agreeing to acquire; and
(c) in relation to a derivative, a contract of insurance, a consumer credit contract, or a DIMS facility, includes entering into the legal relationship that constitutes the derivative, contract, or facility; and
(d) in relation to a renewal or variation of the terms or conditions of an existing financial advice product, includes entering into the legal relationship that provides for the renewal or variation
administration manager, in relation to a managed investment scheme, means a person to whom a manager of the scheme has contracted some or all of the administration of the scheme
administrator of a financial benchmark means a person that controls the generation and operation of a financial benchmark, including administering and applying the rules or procedures by which a financial benchmark is generated
advertisement,-
(a) in relation to an offer, or intended offer, of financial products, means any form of communication made to the public or a section of the public for the purpose of promoting the offer or intended offer:
(b) in relation to the supply of financial services, means any form of communication made to the public or a section of the public for the purpose of promoting the supply of the services
agreement includes any contract, arrangement, or understanding
alternative disclosure obligation means any provision of regulations made under section 351 that is stated by those regulations to be an alternative disclosure obligation
applicable auditing and assurance standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013
applicable financial reporting standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013
applicable climate standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013
application, in relation to financial products, includes an offer to acquire the financial products whether in writing or otherwise
associated person or associated has the meaning set out in section 12(1)
assurance practitioner, in Part 7A, means a person who is appointed to carry out an assurance engagement under that Part
audio or visual service means an audio or visual service provided to users of the service by means of telecommunications
authorised body, in relation to a market services licence, means an entity that is authorised under section 400 to provide a market service under the licence
authoritative notice has the same meaning as in section 5(1) of the Financial Reporting Act 2013
balance date has the same meaning as in section 41 of the Financial Reporting Act 2013
broadcaster has the same meaning as in section 2(1) of the Broadcasting Act 1989
broadcasting has the same meaning as in section 2(1) of the Broadcasting Act 1989
building society has the same meaning as in section 2(1) of the Building Societies Act 1965
business includes any profession, trade, or undertaking, whether or not carried on with the intention of making a pecuniary profit
business rules means the rules for a financial product market that deal with the matters set out in section 328(4)(a) to (d)
civil liability order has the meaning set out in section 484
civil liability provision has the meaning set out in section 485
class, in relation to financial products, has the meaning set out in subsection (3)
client, in relation to-
(a) a financial advice service or client money or property service, has the meaning set out in clause 2 of Schedule 5:
(b) a service of acting as a creditor under a consumer credit contract, means a debtor under a consumer credit contract
client money or property service has the meaning set out in section 431W(1)
climate-related disclosure framework has the same meaning as in section 9AA of the Financial Reporting Act 2013
climate reporting entity has the meaning set out in section 461O
climate statements has the same meaning as in section 5(1) of the Financial Reporting Act 2013
code of conduct or code means the code of professional conduct in force under clause 39 of Schedule 5
company-
(a) means a company, or an overseas company, within the meaning of section 2(1) of the Companies Act 1993; but
(b) does not include an overseas limited partnership (within the meaning of section 4 of the Limited Partnerships Act 2008)
complying superannuation fund means a superannuation scheme or workplace savings scheme that is identified as a complying superannuation fund on the register of managed investment schemes (or, if the scheme is identified as a complying superannuation fund in respect of only a section of the scheme, means the scheme in respect of that section)
conduct in relation to a takeover offer-
(a) means conduct following the public announcement by a person of an intention to make an offer (being an offer that is regulated by the Takeovers Code), whether or not the offer has already begun and whether or not the offer proceeds; and
(b) includes conduct incidental or preliminary to a takeover that is regulated by the Takeovers Code
constitution means,-
(a) in the case of a company within the meaning of section 2(1) of the Companies Act 1993, the constitution of the company; and
(b) in the case of any other entity, the documents or instruments constituting or defining the constitution of the entity
consumer credit contract-
(a) has the same meaning as in section 11 of the Credit Contracts and Consumer Finance Act 2003 (and for that purpose sections 12 to 15 and 16 and 16A of that Act apply); but
(b) in subpart 6A of Part 6, has the meaning set out in section 446P
consumer insurance contract has the meaning set out in section 446P(1)
continuous disclosure exemption means an exemption or a waiver of a continuous disclosure provision or provisions of the listing rules of the licensed market
continuous disclosure obligation means an obligation under section 270 and any listing rules with which that section requires compliance
continuous disclosure provisions has the meaning set out in section 271
continuous issue PDS means a PDS that-
(a) relates to financial products that the issuer, in the ordinary course of its business, continuously offers; and
(b) is not the first PDS to be lodged with the Registrar in respect of that class of financial products
continuous issuer means an issuer that in the ordinary course of its business continuously offers financial products
contract of insurance-
(a) has the same meaning as in section 7 of the Insurance (Prudential Supervision) Act 2010; but
(b) in subparts 6A and 6B of Part 6, does not include a contract of reinsurance within the meaning of that Act
contributor, in relation to a financial benchmark, has the meaning set out in section 448C(4)
controlling owner, in relation to any person, has the meaning set out in section 4 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008 (applied to that person as if it were a financial service provider even if it is not)
convertible note has the same meaning as in section YA 1 of the Income Tax Act 2007
co-operative company means a company registered as a co-operative company under the Co-operative Companies Act 1996
court means, in relation to any matter, the court before which the matter is to be determined (see section 538, which confers exclusive jurisdiction on the High Court in proceedings other than proceedings for offences)
CRD records means the records that a climate reporting entity is required to keep by subpart 2 of Part 7A
credit union has the same meaning as in section 2 of the Friendly Societies and Credit Unions Act 1982
creditor has the same meaning as in section 5 of the Credit Contracts and Consumer Finance Act 2003 (and for that purpose sections 16 and 16A of that Act apply)
custodial service has the meaning set out in section 431W(2)
custodian means,-
(a) in relation to a managed investment scheme, each person who is designated or appointed to perform, or to whom is contracted, the function of holding some or all of the scheme property under the scheme:
(b) in relation to a discretionary investment management service, each person holding investor money or investor property under that service (whether or not appointed by that investor)
dealing, in relation to financial products,-
(a) means any of the following:
(i) acquiring or disposing of financial products; or
(ii) offering financial products for issue or sale and issuing and transferring financial products; or
(iii) underwriting financial products; or
(iv) promoting by any means the acquisition or disposal of financial products; or
(v) in relation to a derivative, discharging obligations under the derivative; or
(vi) anything that is preparatory to, or related to, any dealing in financial products (for example, giving financial advice), unless an exception applies to the dealing under this Act; but
(b) does not include a dealing excluded by the regulations
debt security has the meaning set out in section 8(1)
defined benefit scheme means a scheme that operates on the principle of unallocated funding, and includes a scheme under which contributions are not allocated on a defined basis to individual members
derivative has the meaning set out in section 8(4)
derivatives issuer means a person that is in the business of entering into derivatives
DIMS facility means an agreement for the provision of a discretionary investment management service
DIMS licensee has the meaning set out in section 432A(3)
direction order means an order under section 468
director means,-
(a) in relation to a company, any person occupying the position of a director of the company by whatever name called:
(b) in relation to a partnership (other than a limited partnership), any partner:
(c) in relation to a limited partnership, any general partner:
(d) in relation to a body corporate or unincorporate, other than a company, partnership, or limited partnership, any person occupying a position in the body that is comparable with that of a director of a company:
(e) in relation to any other person, that person
disciplinary committee means the disciplinary committee established under clause 49 of Schedule 5
disclosure document means any of the following:
(a) a PDS:
(b) a limited disclosure document under clause 26 of Schedule 1:
(c) information made available under subpart 4 of Part 3:
(d) a disclosure statement or other information made available under subpart 4, 5A, or 5B of Part 6
discretionary investment management service or DIMS has the meaning set out in section 432A(1)
dispose of-
(a) includes dispose of by issuing, selling, assigning, or transferring; and
(b) includes withdrawing from, terminating, or closing out the legal relationship that constitutes the financial product or other financial advice product; and
(ba) in relation to a renewal or variation of the terms or conditions of an existing financial advice product, includes withdrawing from or terminating the product or refusing to agree to the renewal or variation; and
(c) includes agreeing to dispose of
distribute includes-
(a) make available, publish, and circulate; and
(b) communicate by letter, newspaper, an Internet site, broadcasting, an audio or visual service, sound recording, television, film, video, or any form of electronic or other means of communication
document has the same meaning as in section 4(1) of the Evidence Act 2006
employee share purchase scheme means a scheme established by an entity under which employees or directors of the entity or of any of its subsidiaries (or other eligible persons referred to in clause 8 of Schedule 1) may acquire specified financial products (as defined in that clause) that are issued by the entity
encourage, in subpart 2 of Part 5, includes incite, counsel, or procure
engaged, in relation to a person who gives financial advice, has the meaning set out in section 431E
engaging in conduct means doing or refusing to do an act, and includes-
(a) omitting to do an act; or
(b) making it known that an act will or will not be done
entity means any of the following:
(a) a company or other body corporate:
(b) a corporation sole:
(c) in the case of a trust that has-
(i) only 1 trustee, the trustee acting in his, her, or its capacity as trustee:
(ii) more than 1 trustee, the trustees acting jointly in their capacity as trustees:
(d) an unincorporated body (including a partnership)
equity security has the meaning set out in section 8(2)
exhibiting films to the public means to exhibit to the public films within the meaning of section 2 of the Films, Videos, and Publications Classification Act 1993
fair conduct principle has the meaning set out in section 446C
fair conduct programme means a fair conduct programme under subpart 6A of Part 6
financial advice has the meaning set out in section 431C(1)
financial advice product means-
(a) a financial product (as defined in section 7); or
(b) a DIMS facility; or
(c) a contract of insurance; or
(d) a consumer credit contract; or
(da) a buy-back transaction or consumer lease (within the meaning of section 5 of the Credit Contracts and Consumer Finance Act 2003); or
(e) any other product declared by the regulations to be a financial advice product; or
(f) a renewal or variation of the terms or conditions of an existing financial advice product
financial advice provider means a person that provides a financial advice service (see section 431D)
financial advice service means the service of giving regulated financial advice as referred to in section 431D
financial adviser-
(a) means an individual who is registered under the Financial Service Providers (Registration and Dispute Resolution) Act 2008 in relation to a financial advice service; but
(b) does not include a financial advice provider
financial benchmark has the meaning set out subsections (6) and (7)
financial institution has the meaning set out in section 446E
financial markets-
(a) means the financial markets in New Zealand; and
(b) includes-
(i) markets in New Zealand for the provision of financial services; and
(ii) the capital markets in New Zealand
financial markets legislation means the Acts listed in Schedule 1 of the Financial Markets Authority Act 2011 and the enactments made under those Acts
financial markets participant has the same meaning as in section 4 of the Financial Markets Authority Act 2011
financial product has the meaning set out in section 7 (but in Part 2 has the meaning set out in section 18)
financial product market has the meaning set out in section 309
financial product market licence means a licence issued under subpart 7 of Part 5
financial service-
(a) has the same meaning as in section 5 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008; and
(b) includes-
(i) a market service; and
(ii) a relevant CCCFA service (as defined in section 92A of the Credit Contracts and Consumer Finance Act 2003); but
(c) does not include, for the purposes of any provision of this Act, any class or classes of services declared by the regulations not to be financial services for the purposes of that provision
financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013
FMA means the Financial Markets Authority established by Part 2 of the Financial Markets Authority Act 2011
FMC reporting entity has the meaning set out in section 451
generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013
generally available to the market has the meaning set out in section 232
give, in relation to information or any other matter, includes give by electronic or other means that enable the recipient to readily store the matter in a permanent and legible form
governing document-
(a) means (in the case of a debt security) a trust deed:
(b) means (in the case of a managed investment scheme constituted as a trust) the 1 or more trust deeds that constitutes the scheme or (in the case of any other managed investment scheme) the 1 or more deeds, agreements, or instruments that constitute or govern the scheme (for example, a partnership agreement):
(c) includes (in each case) any amendments to a document referred to in paragraph (a) or (b)
group,-
(a) in Part 7 and subpart 1 of Part 7A, means a group comprising an FMC reporting entity and its subsidiaries:
(b) in Part 7A (other than subpart 1), means a group comprising a climate reporting entity and its subsidiaries
group climate statements has the same meaning as in section 5(1) of the Financial Reporting Act 2013
group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013
health insurance means insurance against a liability to pay fees or charges relating to the provision of a health service (within the meaning of section 5(1) of the Health Practitioners Competence Assurance Act 2003)
in the business of, in relation to any service or other activity, means carrying on a business of that type (whether or not the business is the person's only business or the person's principal business)
indemnify includes relieve, exempt, or excuse from liability, whether before or after the liability arises
independent trustee, in relation to a restricted scheme, means the trustee, or director of a sole corporate trustee, who is the licensed independent trustee for the purposes of the restricted scheme
industrial and provident society means a society registered under the Industrial and Provident Societies Act 1908
information includes documents
information insider has the meaning set out in section 234
infringement fee, in relation to an infringement offence, means the amount prescribed by the regulations as the infringement fee for the offence
infringement notice means a notice issued under section 514
infringement offence means an offence identified in this Act as being an infringement offence
Inland Revenue Acts means the Acts listed in the Schedule of the Tax Administration Act 1994
inside information has the meaning set out in section 234
insolvency event has the meaning set out in subsection (4)
insolvent means that,-
(a) in relation to an issuer of a debt security or a managed investment product,-
(i) the issuer is unable to pay the issuer's debts as they become due in the normal course of business; or
(ii) the value of the issuer's assets is less than the value of the issuer's liabilities, including contingent liabilities (and for this purpose section 4(4) of the Companies Act 1993 applies in respect of the issuer as if it were a company even if it is not):
(b) in relation to a registered scheme that is a defined benefit scheme, the value of the assets in the scheme is less than the value of the vested benefits that may in due course flow from, or are attributable to, membership of the scheme:
(c) in relation to any other registered scheme,-
(i) the funds in the scheme are not sufficient to enable debts in respect of the scheme to be paid as they become due in the normal course of business; or
(ii) the value of the assets in the scheme is less than the value of the liabilities in respect of the scheme, including contingent liabilities (and for this purpose section 4(4) of the Companies Act 1993 applies in respect of the scheme as if it were a company)
inspection period means the period commencing on the third working day after the day on which notice of intention to inspect is served on the issuer by the person concerned and ending with the eighth working day after the day of service
interim stop order has the meaning set out in section 465
intermediary, in subpart 6A of Part 6, has the meaning set out in section 446Q
investment authority has the meaning set out in section 432A(3)
investment manager means, in relation to a managed investment scheme, a person to whom a manager of the scheme has contracted the investment of some or all of the scheme property
investor includes-
(a) a person to whom an offer of financial products is made; and
(b) a person who acquires, or may acquire, a financial product; and
(c) a person who receives, or may receive, a financial service
investor money has the meaning set out in section 444
investor property has the meaning set out in section 444
involved in a contravention has the meaning set out in section 533
issued and issuer have the meanings set out in section 11
issuer obligation means an obligation imposed on the issuer of a financial product by or under any of the following:
(a) a governing document that relates to the financial product:
(b) the terms of any regulated offer of the financial product:
(c) a court order relating to the financial product:
(d) this Act (including, in relation to a managed investment product, all obligations as manager):
(e) the KiwiSaver Act 2006:
(f) the Non-bank Deposit Takers Act 2013
KiwiSaver scheme means a scheme that is registered on the register of managed investment schemes as a KiwiSaver scheme
lawyer has the same meaning as in section 6 of the Lawyers and Conveyancers Act 2006
licence means a licence under this Act or, in relation to a supervisor, the Financial Markets Supervisors Act 2011, and licensed means having a licence, or being authorised under a licence, under this Act or, in relation to a supervisor, having a licence under the Financial Markets Supervisors Act 2011
licensed insurer-
(a) has the same meaning as in section 6 of the Insurance (Prudential Supervision) Act 2010; but
(b) in Part 7, does not include a Lloyd's underwriter (within the meaning of that Act) or an insurer that is included in a class of insurers that is the subject of an exemption under section 238(1)(b)(i)(A) or (ii) of that Act; and
(c) in Part 7A, does not include a Lloyd's underwriter (within the meaning of that Act) or an insurer that is included in a class of insurers that is the subject of an exemption under section 238(1)(b) of that Act
licensed market means a financial product market that is licensed under Part 5 (subject to any regulations made under section 351(1)(d))
licensed market operator means a person that is authorised to operate a licensed market under a financial product market licence
licensed market services means those market services-
(a) that are required to be licensed under Part 6; or
(b) for which a person holds a licence under Part 6 (whether or not required to do so)
licensed NBDT has the same meaning as in section 4(1) of the Non-bank Deposit Takers Act 2013
life insurance-
(a) means insurance of the kind described in section 84(1)(a) to (f) of the Insurance (Prudential Supervision) Act 2010; but
(b) does not include insurance under a contract referred to in section 84(3) or (4) of that Act
limited disclosure document or LDD, in relation to an offer referred to in clause 26(1) of Schedule 1, means a limited disclosure document for the offer required by regulations made for the purposes of that clause
listed issuer means-
(a) a person that is a party to a listing agreement with a licensed market operator in relation to a licensed market (and includes a licensed market operator that has financial products quoted on its own licensed market):
(b) a person to which paragraph (a) previously applied, in respect of any action or event or circumstance to which this Act applied at that time
listing rules means the rules for a financial product market that deal with the matters set out in section 328(3)(a) to (e)
Lloyd's means the society of that name incorporated by the Imperial Act known as the Lloyd's Act 1871
Lloyd's managing agent means a person who has the permission of Lloyd's to manage 1 or more syndicates and carry on underwriting and other functions on behalf of 1 or more Lloyd's underwriters
Lloyd's underwriter means an underwriting member of Lloyd's that is treated as being a licensed insurer under section 204 of the Insurance (Prudential Supervision) Act 2010
local authority has the meaning set out in section 5(1) of the Local Government Act 2002 (and see also section 8 of the Local Government Borrowing Act 2011)
managed investment product has the meaning set out in section 8(3)
managed investment scheme has the meaning set out in section 9
manager means,-
(a) in relation to a registered scheme (other than a restricted scheme), the person designated or appointed as the manager of the scheme:
(b) in relation to a restricted scheme, the persons designated or appointed as trustees of the scheme or, if only 1 person is designated or appointed as a trustee of the scheme, that person:
(c) in relation to a managed investment scheme if there is no person to whom paragraph (a) or (b) applies or if it is not a registered scheme, a person occupying the position of, and carrying out any of the functions of, the manager set out in section 142
market operator obligation means an obligation imposed on a licensed market operator in respect of a licensed market by or under any of the following:
(a) a condition of the licence:
(b) section 314 (general obligations in respect of licensed markets):
(c) section 333 (power to request changes to market rules):
(d) sections 337, 340, 341, and 342 (monitoring obligations)
market rules means-
(a) the rules for a financial product market that deal with the matters required for that market by section 328; or
(b) in the case of a financial product market licensed, or applying to be licensed, under section 317, the rules for the market specified by the FMA under section 334
market service means any of the following:
(a) acting as a manager of a registered scheme:
(b) acting as an independent trustee of a restricted scheme:
(c) acting as a provider of a discretionary investment management service:
(ca) acting as a financial institution:
(d) acting as a derivatives issuer:
(da) acting as a creditor under a consumer credit contract:
(e) acting as a custodian in respect of a registered scheme or a discretionary investment management service:
(ea) acting as a provider of a financial advice service:
(eb) providing a client money or property service:
(f) acting as a provider of prescribed intermediary services:
(g) acting as an administrator of a financial benchmark
market services licence means a licence issued under Part 6
market services licensee obligation means an obligation imposed on a licensee or an authorised body by or under any of the following:
(a) a condition of the licence:
(b) this Act:
(c) the terms of the offer of a financial product or the provision of a market service:
(d) a court order made in connection with the offer of a financial product or the provision of a market service:
(e) in the case of a manager or an independent trustee of a registered scheme,-
(i) a governing document:
(ii) the KiwiSaver Act 2006:
(f) in the case of a creditor under a consumer credit contract, the Credit Contracts and Consumer Finance Act 2003
material information,-
(a) in Part 3, has the meaning set out in section 59:
(b) in Part 5, has the meaning set out in section 231
Minister means the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act
money includes money's worth (except in the definitions of debt security, investor money, and investor property)
NBDT has the same meaning as in section 5 of the Non-bank Deposit Takers Act 2013
New Zealand resident for tax purposes means a person that is a New Zealand resident, as determined under sections YD 1 and YD 2 of the Income Tax Act 2007
nominated representative means an individual who is nominated by a financial advice provider under section 431T
non-quoted financial products means financial products that are not quoted
offer includes-
(a) inviting applications for the issue of financial products:
(b) inviting applications to purchase financial products
offeror means,-
(a) in relation to an offer of financial products for issue, the issuer; or
(b) in any other case of an offer of financial products, the person who has the capacity, or who agrees, to transfer the financial products if the offer is accepted
overseas climate reporting entity, in Part 7A, means a body corporate that-
(a) is incorporated outside New Zealand; and
(b) is a climate reporting entity under section 461O(1)(b) to (e) (see section 461Q(3) and (4))
Part 2 fair dealing provision means any of the provisions specified in section 38(1)
Part 3 offer provision means any of the provisions specified in section 101(3) or (4)
Part 4 governance provision means any of the provisions specified in section 228(3) or (4)
Part 5 market provision means any of the provisions specified in section 385(3) or (4)
Part 6 services provision means any of the provisions specified in section 449(3) or (4)
Part 7 financial reporting provision means any of the provisions specified in section 461M(3) or (4)
Part 7A climate-related disclosure provision means any of the provisions specified in section 461ZK(3) or (4)
participant means, in relation to a licensed market, a person authorised by the licensed market operator to participate in that market
person includes any entity
prescribed intermediary services means services of a kind that are prescribed for the purposes of this definition and involve a person acting as an intermediary in relation to a financial product or financial service
product disclosure statement or PDS, in relation to a regulated offer, means a product disclosure statement for the offer
product holder, in relation to a financial product, means,-
(a) in the case of a financial product to which section 215(1) does not apply, the holder of the financial product (subject to paragraph (c)); or
(b) in the case of any other financial product, the person who is registered as the holder of the product in a register kept under subpart 4 of Part 4 (subject to paragraph (c)); or
(c) in the case of a derivative, any party to the derivative that did not make a regulated offer of the derivative
product provider, in relation to a financial advice product, means,-
(a) for a financial product, the issuer:
(b) for a DIMS facility, the person to whom the investment authority is granted:
(c) for a contract of insurance, the insurer:
(d) for a consumer credit contract, the creditor:
(e) for any other financial advice product, the person specified in the regulations
protected disclosure has the meaning set out in section 214(4)
provider of a discretionary investment management service has the meaning set out in section 432A(3)
qualified FMC auditor has the meaning set out in section 461E
qualified statutory accountant has the same meaning as in section 5(1) of the Financial Reporting Act 2013
quoted, in relation to-
(a) financial products of a listed issuer, means financial products of the issuer that are approved for trading on a licensed market (and, to avoid doubt, financial products do not cease to be quoted merely because trading in those products is suspended):
(b) derivatives, means derivatives that are approved for trading on a licensed market (and, to avoid doubt, derivatives do not cease to be quoted merely because trading in those products is suspended)
redeemable has the meaning set out in subsection (5)
register entry,-
(a) in relation to a regulated offer, means the entry for the offer in the register of offers of financial products:
(b) in relation to an offer referred to in clause 26(1) of Schedule 1, means the entry for the offer in the register of offers of financial products that is required by regulations made for the purposes of that clause
register of managed investment schemes means the register of managed investment schemes kept under Schedule 2
register of offers of financial products means the register of offers of financial products kept under Schedule 2
registered bank has the same meaning as in section 2(1) of the Banking (Prudential Supervision) Act 1989
registered scheme means a managed investment scheme that is registered on the register of managed investment schemes
Registrar means the Registrar of Financial Service Providers appointed under section 35 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008
regulated client money or property service has the meaning set out in section 431W(4)
regulated financial advice has the meaning set out in section 431C(3)
regulated offer has the meaning set out in section 41
regulated product has the meaning set out in section 41
regulations means regulations made under this Act
related, in relation to a body corporate, has the meaning set out in section 12(2)
related party,-
(a) in relation to a registered scheme, has the meaning set out in section 172:
(b) in relation to a DIMS licensee, has the meaning set out in section 439
related party benefit,-
(a) in relation to a registered scheme, has the meaning set out in section 172:
(b) in relation to a DIMS licensee, has the meaning set out in section 439
relative has the meaning set out in clause 5(2) of Schedule 1
relevant event means an event that results in a person having to disclose matters under sections 276 to 279
relevant interest has the meaning set out in sections 235 to 238
relevant money, in relation to financial products, means the money paid-
(a) to acquire the financial products or an increased interest in the financial products; or
(b) as a further contribution or investment or a further deposit as referred to in section 11(2)(c)
reporting period has the meaning set out in section 337
representation, in sections 23 to 27, has the meaning set out in section 23(4)
Reserve Bank means the Reserve Bank of New Zealand
restricted communication has the meaning set out in section 464
restricted scheme means a scheme that is registered on the register of managed investment schemes as a KiwiSaver scheme, a superannuation scheme, or a workplace savings scheme and that is identified as a restricted scheme on that register
retail client,-
(a) in relation to a financial advice service or a client money or property service, has the meaning set out in clause 3 of Schedule 5:
(b) in subpart 6A of Part 6, has the meaning set out in section 446P
retail investor has the meaning set out in clause 35 of Schedule 1
retail service has the meaning set out in clause 35 of Schedule 1
retirement scheme means any of the following schemes for the purposes of any enactment:
(a) a registered scheme that is a KiwiSaver scheme or a superannuation scheme:
(b) a workplace savings scheme (subject to the enactment and the regulations):
(c) a Schedule 3 scheme (subject to the enactment and the regulations)
Schedule 3 scheme means a scheme that, under Schedule 3, is approved as a Schedule 3 scheme
scheme participant, in relation to a managed investment scheme, means a product holder of a managed investment product in the scheme
scheme property or property of the scheme, in relation to a managed investment scheme, means the property to which the scheme relates, including-
(a) contributions of money to the scheme; and
(b) money borrowed or raised for the purposes of the scheme; and
(c) financial products or other property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b), or (d); and
(d) income and property derived, directly or indirectly, from contributions, money, or property referred to in paragraphs (a) to (c) or this paragraph
security-
(a) means an arrangement or a facility that has, or is intended to have, the effect of a person making an investment or managing a financial risk; and
(b) includes-
(i) a financial product; and
(ii) any interest or right to participate in any capital, assets, earnings, royalties, or other property of any person; and
(iii) any interest in, or right to be paid, money that is, or is to be, deposited with, lent to, or otherwise owing by, any person (whether or not the interest or right is secured by a charge over any property); and
(iv) any renewal or variation of the terms or conditions of any existing security; but
(c) does not include any interest or right that is declared by regulations not to be a security for the purposes of this Act
senior manager, in relation to a person (A), means a person who is not a director but occupies a position that allows that person to exercise significant influence over the management or administration of A (for example, a chief executive or a chief financial officer)
separate fund, in Parts 7 and 7A, has the meaning set out in section 461A(2)
service provider or provider, in relation to a financial service, means a person who supplies a financial service
special resolution, in relation to-
(a) holders of a financial product issued by a credit union, means a resolution approved by no less than 75% of the number of members of the credit union who are entitled to vote and who vote on the question:
(b) holders of managed investment products in a superannuation scheme, a KiwiSaver scheme, a workplace savings scheme, or any other prescribed scheme, means a resolution approved by no less than 75% of the number of scheme participants who are entitled to vote and who vote on the question:
(c) holders of debt securities in any other case, means a resolution approved by product holders holding debt securities with a combined nominal value of no less than 75% of the nominal value of the debt securities held by those persons who are entitled to vote and who vote on the question:
(d) holders of managed investment products in any other case, means a resolution approved by product holders holding managed investment products with a combined value of no less than 75% of the value of the managed investment products held by those persons who are entitled to vote and who vote on the question
stop order means an order under section 462
subsidiary-
(a) has the meaning set out in section 5 of the Companies Act 1993; and
(b) in Parts 7 and 7A, includes any entity that is classified as a subsidiary in any applicable financial reporting standard
substantial holding has the meaning set out in section 274
substantial product holder has the meaning set out in section 274(1)
superannuation scheme means a scheme that is registered on the register of managed investment schemes as a superannuation scheme (or, if the scheme is registered as a superannuation scheme in respect of only a section of the scheme, means the scheme in respect of that section)
supervisor means a person designated or appointed as a supervisor in relation to a debt security or managed investment scheme for the purposes of any financial markets legislation
supply, in relation to a service, includes provide, grant, or confer
Takeovers Code means the Takeovers Code in force under the Takeovers Act 1993
trade, in Part 2, has the meaning set out in section 18
trading day means, in relation to a licensed market, a day on which the market is open for the trading of financial products
transacting shareholder, in relation to a co-operative company,-
(a) has the same meaning as in section 4 of the Co-operative Companies Act 1996; and
(b) includes a supplying shareholder within the meaning of section 34 of that Act
underlying, in relation to a derivative, means the underlying asset, rate, index, commodity, or other thing referred to in section 8(4)(a)(iii)
unsolicited offer has the meaning set out in section 381(1)
unsolicited offer order means an order under section 472
unsolicited offer provision means any provision of any regulations made under section 382 that is stated by those regulations to be an unsolicited offer provision
unsubstantiated, in sections 23 to 27, has the meaning set out in section 23(2)
voting product, in relation to an entity,-
(a) means a financial product of the entity that confers a right to vote at meetings of members or shareholders (whether or not there is any restriction or limitation on the number of votes that may be cast by or on behalf of the holder of the product); and
(b) includes a financial product that is convertible into a financial product of the kind referred to in paragraph (a); but
(c) does not include a financial product that confers only a right to vote that, under the conditions attached to the product, is exercisable only in 1 or more of the following circumstances:
(i) during a period in which a dividend (or part of a dividend) in respect of the product is in arrears:
(ii) on a proposal to reduce the capital of the entity:
(iii) on a proposal that affects rights attached to the product:
(iv) on a proposal to put the entity into liquidation:
(v) on a proposal for the disposal of the whole or a material part of the property, business, and undertaking of the entity:
(vi) during the liquidation of the entity
wholesale client, in relation to a financial advice service or a client money or property service, has the meaning set out in clause 4 of Schedule 5
wholesale investor-
(a) has the meaning set out in clause 3(2) and (3) of Schedule 1, in relation to an offer of financial products; and
(b) has the meaning set out in clause 36(b) of Schedule 1, in relation to the supply of a discretionary investment management service or any other relevant transaction (as defined in clause 49 of that schedule)
workplace savings scheme means a scheme that is registered on the register of managed investment schemes as a workplace savings scheme (or, if the scheme is registered as a workplace savings scheme in respect of only a section of the scheme, means the scheme in respect of that section).
(2) Terms defined in other provisions of this Act have the meanings given unless the context otherwise requires.
(3) In this Act, financial products are of the same class if those financial products have attached to them identical rights, privileges, limitations, and conditions (but, in the case of debt securities, the securities may, except in the prescribed circumstances, have a different redemption date or interest rate or both).
(4) In this Act, an insolvency event is any of the following events, and a person becomes subject to an insolvency event on the date on which, and (if specified) the time at which, that event occurs:
(a) a liquidator is appointed in respect of a liquidation under Part 16 of the Companies Act 1993 or under any other Act; or
(b) an administrator is appointed in respect of a voluntary administration under Part 15A of the Companies Act 1993; or
(c) a receiver is appointed in relation to the whole, or substantially the whole, of the assets and undertaking of the person; or
(d) a liquidator is appointed in respect of a liquidation of an overseas company under section 342 of the Companies Act 1993; or
(e) a statutory manager is appointed in respect of a statutory management under Part 3 of the Corporations (Investigation and Management) Act 1989 or any other enactment; or
(f) a person is appointed in respect of, or another event occurs that indicates the start of, a process in New Zealand or in any other country in which the company or other body corporate was incorporated, created, or established that is similar to any of those set out in paragraphs (a) to (e).
(5) In this Act, a share in an entity or a managed investment product in a scheme is redeemable if-
(a) the constitution of the entity, the governing documents of the scheme, or the terms of issue of the share or product make provision for the redemption of the share or product by the entity or the manager of the scheme in 1 or more of the following circumstances:
(i) at the option of the entity or manager:
(ii) at the option of the holder of the share or product:
(iii) on a date specified in those documents or in those terms; and
(b) that redemption is for a consideration that is 1 or more of the following:
(i) specified:
(ii) to be calculated by reference to a formula:
(iii) required to be fixed by a suitably qualified person who is not associated with or interested in the entity or manager of the scheme.
(6) In this Act, a financial benchmark is a price, estimate, rate, index, or value that is-
(a) referenced or otherwise used for purposes that include 1 or more of the following:
(i) calculating the interest, or other amounts, payable under financial products or other securities:
(ii) calculating the price at which a financial product or other security may be traded, redeemed, or dealt in:
(iii) calculating the value of a financial product or other security:
(iv) measuring the performance of a financial product or other security; and
(b) made available to users (whether or not for a fee); and
(c) generated periodically from 1 or more-
(i) transactions, instruments, currencies, prices, estimates, rates (including an interest rate or exchange rate), indices, values, financial products or other securities; or
(ii) other interests or property (whether tangible or intangible).
(7) A financial benchmark does not include any price, estimate, rate, index, or value that is excluded (whether by class or in a particular case) by the regulations. 6 Interpretation
(1) In this Act, unless the context otherwise requires,-
accounting period has the same meaning as in section 5(1) of the Financial Reporting Act 2013
acquire-
(a) includes obtain by buying, subscribing, or taking an assignment or transfer of; and
(b) includes, in Part 5, agreeing to acquire; and
(c) in relation to a derivative, a contract of insurance, a consumer credit contract, or a DIMS facility, includes entering into the legal relationship that constitutes the derivative, contract, or facility; and
(d) in relation to a renewal or variation of the terms or conditions of an existing financial advice product, includes entering into the legal relationship that provides for the renewal or variation
administration manager, in relation to a managed investment scheme, means a person to whom a manager of the scheme has contracted some or all of the administration of the scheme
administrator of a financial benchmark means a person that controls the generation and operation of a financial benchmark, including administering and applying the rules or procedures by which a financial benchmark is generated
advertisement,-
(a) in relation to an offer, or intended offer, of financial products, means any form of communication made to the public or a section of the public for the purpose of promoting the offer or intended offer:
(b) in relation to the supply of financial services, means any form of communication made to the public or a section of the public for the purpose of promoting the supply of the services
agreement includes any contract, arrangement, or understanding
alternative disclosure obligation means any provision of regulations made under section 351 that is stated by those regulations to be an alternative disclosure obligation
applicable auditing and assurance standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013
applicable financial reporting standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013
applicable climate standard has the same meaning as in section 5(1) of the Financial Reporting Act 2013
application, in relation to financial products, includes an offer to acquire the financial products whether in writing or otherwise
associated person or associated has the meaning set out in section 12(1)
assurance practitioner, in Part 7A, means a person who is appointed to carry out an assurance engagement under that Part
audio or visual service means an audio or visual service provided to users of the service by means of telecommunications
authorised body, in relation to a market services licence, means an entity that is authorised under section 400 to provide a market service under the licence
authoritative notice has the same meaning as in section 5(1) of the Financial Reporting Act 2013
balance date has the same meaning as in section 41 of the Financial Reporting Act 2013
broadcaster has the same meaning as in section 2(1) of the Broadcasting Act 1989
broadcasting has the same meaning as in section 2(1) of the Broadcasting Act 1989
building society has the same meaning as in section 2(1) of the Building Societies Act 1965
business includes any profession, trade, or undertaking, whether or not carried on with the intention of making a pecuniary profit
business rules means the rules for a financial product market that deal with the matters set out in section 328(4)(a) to (d)
civil liability order has the meaning set out in section 484
civil liability provision has the meaning set out in section 485
class, in relation to financial products, has the meaning set out in subsection (3)
client, in relation to-
(a) a financial advice service or client money or property service, has the meaning set out in clause 2 of Schedule 5:
(b) a service of acting as a creditor under a consumer credit contract, means a debtor under a consumer credit contract
client money or property service has the meaning set out in section 431W(1)
climate-related disclosure framework has the same meaning as in section 9AA of the Financial Reporting Act 2013
climate reporting entity has the meaning set out in section 461O
climate statements has the same meaning as in section 5(1) of the Financial Reporting Act 2013
code of conduct or code means the code of professional conduct in force under clause 39 of Schedule 5
company-
(a) means a company, or an overseas company, within the meaning of section 2(1) of the Companies Act 1993; but
(b) does not include an overseas limited partnership (within the meaning of section 4 of the Limited Partnerships Act 2008)
complying superannuation fund means a superannuation scheme or workplace savings scheme that is identified as a complying superannuation fund on the register of managed investment schemes (or, if the scheme is identified as a complying superannuation fund in respect of only a section of the scheme, means the scheme in respect of that section)
conduct in relation to a takeover offer-
(a) means conduct following the public announcement by a person of an intention to make an offer (being an offer that is regulated by the Takeovers Code), whether or not the offer has already begun and whether or not the offer proceeds; and
(b) includes conduct incidental or preliminary to a takeover that is regulated by the Takeovers Code
constitution means,-
(a) in the case of a company within the meaning of section 2(1) of the Companies Act 1993, the constitution of the company; and
(b) in the case of any other entity, the documents or instruments constituting or defining the constitution of the entity
consumer credit contract-
(a) has the same meaning as in section 11 of the Credit Contracts and Consumer Finance Act 2003 (and for that purpose sections 12 to 15 and 16 and 16A of that Act apply); but
(b) in subpart 6A of Part 6, has the meaning set out in section 446P
consumer insurance contract has the meaning set out in section 446P(1)
continuous disclosure exemption means an exemption or a waiver of a continuous disclosure provision or provisions of the listing rules of the licensed market
continuous disclosure obligation means an obligation under section 270 and any listing rules with which that section requires compliance
continuous disclosure provisions has the meaning set out in section 271
continuous issue PDS means a PDS that-
(a) relates to financial products that the issuer, in the ordinary course of its business, continuously offers; and
(b) is not the first PDS to be lodged with the Registrar in respect of that class of financial products
continuous issuer means an issuer that in the ordinary course of its business continuously offers financial products
contract of insurance-
(a) has the same meaning as in section 7 of the Insurance (Prudential Supervision) Act 2010; but
(b) in subparts 6A and 6B of Part 6, does not include a contract of reinsurance within the meaning of that Act
contributor, in relation to a financial benchmark, has the meaning set out in section 448C(4)
controlling owner, in relation to any person, has the meaning set out in section 4 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008 (applied to that person as if it were a financial service provider even if it is not)
convertible note has the same meaning as in section YA 1 of the Income Tax Act 2007
co-operative company means a company registered as a co-operative company under the Co-operative Companies Act 1996
court means, in relation to any matter, the court before which the matter is to be determined (see section 538, which confers exclusive jurisdiction on the High Court in proceedings other than proceedings for offences)
CRD records means the records that a climate reporting entity is required to keep by subpart 2 of Part 7A
credit union has the same meaning as in section 2 of the Friendly Societies and Credit Unions Act 1982
creditor has the same meaning as in section 5 of the Credit Contracts and Consumer Finance Act 2003 (and for that purpose sections 16 and 16A of that Act apply)
custodial service has the meaning set out in section 431W(2)
custodian means,-
(a) in relation to a managed investment scheme, each person who is designated or appointed to perform, or to whom is contracted, the function of holding some or all of the scheme property under the scheme:
(b) in relation to a discretionary investment management service, each person holding investor money or investor property under that service (whether or not appointed by that investor)
dealing, in relation to financial products,-
(a) means any of the following:
(i) acquiring or disposing of financial products; or
(ii) offering financial products for issue or sale and issuing and transferring financial products; or
(iii) underwriting financial products; or
(iv) promoting by any means the acquisition or disposal of financial products; or
(v) in relation to a derivative, discharging obligations under the derivative; or
(vi) anything that is preparatory to, or related to, any dealing in financial products (for example, giving financial advice), unless an exception applies to the dealing under this Act; but
(b) does not include a dealing excluded by the regulations
debt security has the meaning set out in section 8(1)
defined benefit scheme means a scheme that operates on the principle of unallocated funding, and includes a scheme under which contributions are not allocated on a defined basis to individual members
derivative has the meaning set out in section 8(4)
derivatives issuer means a person that is in the business of entering into derivatives
DIMS facility means an agreement for the provision of a discretionary investment management service
DIMS licensee has the meaning set out in section 432A(3)
direction order means an order under section 468
director means,-
(a) in relation to a company, any person occupying the position of a director of the company by whatever name called:
(b) in relation to a partnership (other than a limited partnership), any partner:
(c) in relation to a limited partnership, any general partner:
(d) in relation to a body corporate or unincorporate, other than a company, partnership, or limited partnership, any person occupying a position in the body that is comparable with that of a director of a company:
(e) in relation to any other person, that person
disciplinary committee means the disciplinary committee established under clause 49 of Schedule 5
disclosure document means any of the following:
(a) a PDS:
(b) a limited disclosure document under clause 26 of Schedule 1:
(c) information made available under subpart 4 of Part 3:
(d) a disclosure statement or other information made available under subpart 4, 5A, or 5B of Part 6
discretionary investment management service or DIMS has the meaning set out in section 432A(1)
dispose of-
(a) includes dispose of by issuing, selling, assigning, or transferring; and
(b) includes withdrawing from, terminating, or closing out the legal relationship that constitutes the financial product or other financial advice product; and
(ba) in relation to a renewal or variation of the terms or conditions of an existing financial advice product, includes withdrawing from or terminating the product or refusing to agree to the renewal or variation; and
(c) includes agreeing to dispose of
distribute includes-
(a) make available, publish, and circulate; and
(b) communicate by letter, newspaper, an Internet site, broadcasting, an audio or visual service, sound recording, television, film, video, or any form of electronic or other means of communication
document has the same meaning as in section 4(1) of the Evidence Act 2006
employee share purchase scheme means a scheme established by an entity under which employees or directors of the entity or of any of its subsidiaries (or other eligible persons referred to in clause 8 of Schedule 1) may acquire specified financial products (as defined in that clause) that are issued by the entity
encourage, in subpart 2 of Part 5, includes incite, counsel, or procure
engaged, in relation to a person who gives financial advice, has the meaning set out in section 431E
engaging in conduct means doing or refusing to do an act, and includes-
(a) omitting to do an act; or
(b) making it known that an act will or will not be done
entity means any of the following:
(a) a company or other body corporate:
(b) a corporation sole:
(c) in the case of a trust that has-
(i) only 1 trustee, the trustee acting in his, her, or its capacity as trustee:
(ii) more than 1 trustee, the trustees acting jointly in their capacity as trustees:
(d) an unincorporated body (including a partnership)
equity security has the meaning set out in section 8(2)
exhibiting films to the public means to exhibit to the public films within the meaning of section 2 of the Films, Videos, and Publications Classification Act 1993
fair conduct principle has the meaning set out in section 446C
fair conduct programme means a fair conduct programme under subpart 6A of Part 6
financial advice has the meaning set out in section 431C(1)
financial advice product means-
(a) a financial product (as defined in section 7); or
(b) a DIMS facility; or
(c) a contract of insurance; or
(d) a consumer credit contract; or
(da) a buy-back transaction or consumer lease (within the meaning of section 5 of the Credit Contracts and Consumer Finance Act 2003); or
(e) any other product declared by the regulations to be a financial advice product; or
(f) a renewal or variation of the terms or conditions of an existing financial advice product
financial advice provider means a person that provides a financial advice service (see section 431D)
financial advice service means the service of giving regulated financial advice as referred to in section 431D
financial adviser-
(a) means an individual who is registered under the Financial Service Providers (Registration and Dispute Resolution) Act 2008 in relation to a financial advice service; but
(b) does not include a financial advice provider
financial benchmark has the meaning set out subsections (6) and (7)
financial institution has the meaning set out in section 446E
financial markets-
(a) means the financial markets in New Zealand; and
(b) includes-
(i) markets in New Zealand for the provision of financial services; and
(ii) the capital markets in New Zealand
financial markets legislation means the Acts listed in Schedule 1 of the Financial Markets Authority Act 2011 and the enactments made under those Acts
financial markets participant has the same meaning as in section 4 of the Financial Markets Authority Act 2011
financial product has the meaning set out in section 7 (but in Part 2 has the meaning set out in section 18)
financial product market has the meaning set out in section 309
financial product market licence means a licence issued under subpart 7 of Part 5
financial service-
(a) has the same meaning as in section 5 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008; and
(b) includes-
(i) a market service; and
(ii) a relevant CCCFA service (as defined in section 92A of the Credit Contracts and Consumer Finance Act 2003); but
(c) does not include, for the purposes of any provision of this Act, any class or classes of services declared by the regulations not to be financial services for the purposes of that provision
financial statements has the same meaning as in section 6 of the Financial Reporting Act 2013
FMA means the Financial Markets Authority established by Part 2 of the Financial Markets Authority Act 2011
FMC reporting entity has the meaning set out in section 451
generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013
generally available to the market has the meaning set out in section 232
give, in relation to information or any other matter, includes give by electronic or other means that enable the recipient to readily store the matter in a permanent and legible form
governing document-
(a) means (in the case of a debt security) a trust deed:
(b) means (in the case of a managed investment scheme constituted as a trust) the 1 or more trust deeds that constitutes the scheme or (in the case of any other managed investment scheme) the 1 or more deeds, agreements, or instruments that constitute or govern the scheme (for example, a partnership agreement):
(c) includes (in each case) any amendments to a document referred to in paragraph (a) or (b)
group,-
(a) in Part 7 and subpart 1 of Part 7A, means a group comprising an FMC reporting entity and its subsidiaries:
(b) in Part 7A (other than subpart 1), means a group comprising a climate reporting entity and its subsidiaries
group climate statements has the same meaning as in section 5(1) of the Financial Reporting Act 2013
group financial statements has the same meaning as in section 7 of the Financial Reporting Act 2013
health insurance means insurance against a liability to pay fees or charges relating to the provision of a health service (within the meaning of section 5(1) of the Health Practitioners Competence Assurance Act 2003)
in the business of, in relation to any service or other activity, means carrying on a business of that type (whether or not the business is the person's only business or the person's principal business)
indemnify includes relieve, exempt, or excuse from liability, whether before or after the liability arises
independent trustee, in relation to a restricted scheme, means the trustee, or director of a sole corporate trustee, who is the licensed independent trustee for the purposes of the restricted scheme
industrial and provident society means a society registered under the Industrial and Provident Societies Act 1908
information includes documents
information insider has the meaning set out in section 234
infringement fee, in relation to an infringement offence, means the amount prescribed by the regulations as the infringement fee for the offence
infringement notice means a notice issued under section 514
infringement offence means an offence identified in this Act as being an infringement offence
Inland Revenue Acts means the Acts listed in the Schedule of the Tax Administration Act 1994
inside information has the meaning set out in section 234
insolvency event has the meaning set out in subsection (4)
insolvent means that,-
(a) in relation to an issuer of a debt security or a managed investment product,-
(i) the issuer is unable to pay the issuer's debts as they become due in the normal course of business; or
(ii) the value of the issuer's assets is less than the value of the issuer's liabilities, including contingent liabilities (and for this purpose section 4(4) of the Companies Act 1993 applies in respect of the issuer as if it were a company even if it is not):
(b) in relation to a registered scheme that is a defined benefit scheme, the value of the assets in the scheme is less than the value of the vested benefits that may in due course flow from, or are attributable to, membership of the scheme:
(c) in relation to any other registered scheme,-
(i) the funds in the scheme are not sufficient to enable debts in respect of the scheme to be paid as they become due in the normal course of business; or
(ii) the value of the assets in the scheme is less than the value of the liabilities in respect of the scheme, including contingent liabilities (and for this purpose section 4(4) of the Companies Act 1993 applies in respect of the scheme as if it were a company)
inspection period means the period commencing on the third working day after the day on which notice of intention to inspect is served on the issuer by the person concerned and ending with the eighth working day after the day of service
interim stop order has the meaning set out in section 465
intermediary, in subpart 6A of Part 6, has the meaning set out in section 446Q
investment authority has the meaning set out in section 432A(3)
investment manager means, in relation to a managed investment scheme, a person to whom a manager of the scheme has contracted the investment of some or all of the scheme property
investor includes-
(a) a person to whom an offer of financial products is made; and
(b) a person who acquires, or may acquire, a financial product; and
(c) a person who receives, or may receive, a financial service
investor money has the meaning set out in section 444
investor property has the meaning set out in section 444
involved in a contravention has the meaning set out in section 533
issued and issuer have the meanings set out in section 11
issuer obligation means an obligation imposed on the issuer of a financial product by or under any of the following:
(a) a governing document that relates to the financial product:
(b) the terms of any regulated offer of the financial product:
(c) a court order relating to the financial product:
(d) this Act (including, in relation to a managed investment product, all obligations as manager):
(e) the KiwiSaver Act 2006:
(f) the Non-bank Deposit Takers Act 2013
KiwiSaver scheme means a scheme that is registered on the register of managed investment schemes as a KiwiSaver scheme
lawyer has the same meaning as in section 6 of the Lawyers and Conveyancers Act 2006
licence means a licence under this Act or, in relation to a supervisor, the Financial Markets Supervisors Act 2011, and licensed means having a licence, or being authorised under a licence, under this Act or, in relation to a supervisor, having a licence under the Financial Markets Supervisors Act 2011
licensed insurer-
(a) has the same meaning as in section 6 of the Insurance (Prudential Supervision) Act 2010; but
(b) in Part 7, does not include a Lloyd's underwriter (within the meaning of that Act) or an insurer that is included in a class of insurers that is the subject of an exemption under section 238(1)(b)(i)(A) or (ii) of that Act; and
(c) in Part 7A, does not include a Lloyd's underwriter (within the meaning of that Act) or an insurer that is included in a class of insurers that is the subject of an exemption under section 238(1)(b) of that Act
licensed market means a financial product market that is licensed under Part 5 (subject to any regulations made under section 351(1)(d))
licensed market operator means a person that is authorised to operate a licensed market under a financial product market licence
licensed market services means those market services-
(a) that are required to be licensed under Part 6; or
(b) for which a person holds a licence under Part 6 (whether or not required to do so)
licensed NBDT has the same meaning as in section 4(1) of the Non-bank Deposit Takers Act 2013
life insurance-
(a) means insurance of the kind described in section 84(1)(a) to (f) of the Insurance (Prudential Supervision) Act 2010; but
(b) does not include insurance under a contract referred to in section 84(3) or (4) of that Act
limited disclosure document or LDD, in relation to an offer referred to in clause 26(1) of Schedule 1, means a limited disclosure document for the offer required by regulations made for the purposes of that clause
listed issuer means-
(a) a person that is a party to a listing agreement with a licensed market operator in relation to a licensed market (and includes a licensed market operator that has financial products quoted on its own licensed market):
(b) a person to which paragraph (a) previously applied, in respect of any action or event or circumstance to which this Act applied at that time
listing rules means the rules for a financial product market that deal with the matters set out in section 328(3)(a) to (e)
Lloyd's means the society of that name incorporated by the Imperial Act known as the Lloyd's Act 1871
Lloyd's managing agent means a person who has the permission of Lloyd's to manage 1 or more syndicates and carry on underwriting and other functions on behalf of 1 or more Lloyd's underwriters
Lloyd's underwriter means an underwriting member of Lloyd's that is treated as being a licensed insurer under section 204 of the Insurance (Prudential Supervision) Act 2010
local authority has the meaning set out in section 5(1) of the Local Government Act 2002 (and see also section 8 of the Local Government Borrowing Act 2011)
managed investment product has the meaning set out in section 8(3)
managed investment scheme has the meaning set out in section 9
manager means,-
(a) in relation to a registered scheme (other than a restricted scheme), the person designated or appointed as the manager of the scheme:
(b) in relation to a restricted scheme, the persons designated or appointed as trustees of the scheme or, if only 1 person is designated or appointed as a trustee of the scheme, that person:
(c) in relation to a managed investment scheme if there is no person to whom paragraph (a) or (b) applies or if it is not a registered scheme, a person occupying the position of, and carrying out any of the functions of, the manager set out in section 142
market operator obligation means an obligation imposed on a licensed market operator in respect of a licensed market by or under any of the following:
(a) a condition of the licence:
(b) section 314 (general obligations in respect of licensed markets):
(c) section 333 (power to request changes to market rules):
(d) sections 337, 340, 341, and 342 (monitoring obligations)
market rules means-
(a) the rules for a financial product market that deal with the matters required for that market by section 328; or
(b) in the case of a financial product market licensed, or applying to be licensed, under section 317, the rules for the market specified by the FMA under section 334
market service means any of the following:
(a) acting as a manager of a registered scheme:
(b) acting as an independent trustee of a restricted scheme:
(c) acting as a provider of a discretionary investment management service:
(ca) acting as a financial institution:
(d) acting as a derivatives issuer:
(da) acting as a creditor under a consumer credit contract:
(e) acting as a custodian in respect of a registered scheme or a discretionary investment management service:
(ea) acting as a provider of a financial advice service:
(eb) providing a client money or property service:
(f) acting as a provider of prescribed intermediary services:
(g) acting as an administrator of a financial benchmark
market services licence means a licence issued under Part 6
market services licensee obligation means an obligation imposed on a licensee or an authorised body by or under any of the following:
(a) a condition of the licence:
(b) this Act:
(c) the terms of the offer of a financial product or the provision of a market service:
(d) a court order made in connection with the offer of a financial product or the provision of a market service:
(e) in the case of a manager or an independent trustee of a registered scheme,-
(i) a governing document:
(ii) the KiwiSaver Act 2006:
(f) in the case of a creditor under a consumer credit contract, the Credit Contracts and Consumer Finance Act 2003
material information,-
(a) in Part 3, has the meaning set out in section 59:
(b) in Part 5, has the meaning set out in section 231
Minister means the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act
money includes money's worth (except in the definitions of debt security, investor money, and investor property)
NBDT has the same meaning as in section 5 of the Non-bank Deposit Takers Act 2013
New Zealand resident for tax purposes means a person that is a New Zealand resident, as determined under sections YD 1 and YD 2 of the Income Tax Act 2007
nominated representative means an individual who is nominated by a financial advice provider under section 431T
non-quoted financial products means financial products that are not quoted
offer includes-
(a) inviting applications for the issue of financial products:
(b) inviting applications to purchase financial products
offeror means,-
(a) in relation to an offer of financial products for issue, the issuer; or
(b) in any other case of an offer of financial products, the person who has the capacity, or who agrees, to transfer the financial products if the offer is accepted
overseas climate reporting entity, in Part 7A, means a body corporate that-
(a) is incorporated outside New Zealand; and
(b) is a climate reporting entity under section 461O(1)(b) to (e) (see section 461Q(3) and (4))
Part 2 fair dealing provision means any of the provisions specified in section 38(1)
Part 3 offer provision means any of the provisions specified in section 101(3) or (4)
Part 4 governance provision means any of the provisions specified in section 228(3) or (4)
Part 5 market provision means any of the provisions specified in section 385(3) or (4)
Part 6 services provision means any of the provisions specified in section 449(3) or (4)
Part 7 financial reporting provision means any of the provisions specified in section 461M(3) or (4)
Part 7A climate-related disclosure provision means any of the provisions specified in section 461ZK(3) or (4)
participant means, in relation to a licensed market, a person authorised by the licensed market operator to participate in that market
person includes any entity
prescribed intermediary services means services of a kind that are prescribed for the purposes of this definition and involve a person acting as an intermediary in relation to a financial product or financial service
product disclosure statement or PDS, in relation to a regulated offer, means a product disclosure statement for the offer
product holder, in relation to a financial product, means,-
(a) in the case of a financial product to which section 215(1) does not apply, the holder of the financial product (subject to paragraph (c)); or
(b) in the case of any other financial product, the person who is registered as the holder of the product in a register kept under subpart 4 of Part 4 (subject to paragraph (c)); or
(c) in the case of a derivative, any party to the derivative that did not make a regulated offer of the derivative
product provider, in relation to a financial advice product, means,-
(a) for a financial product, the issuer:
(b) for a DIMS facility, the person to whom the investment authority is granted:
(c) for a contract of insurance, the insurer:
(d) for a consumer credit contract, the creditor:
(e) for any other financial advice product, the person specified in the regulations
protected disclosure has the meaning set out in section 214(4)
provider of a discretionary investment management service has the meaning set out in section 432A(3)
qualified FMC auditor has the meaning set out in section 461E
qualified statutory accountant has the same meaning as in section 5(1) of the Financial Reporting Act 2013
quoted, in relation to-
(a) financial products of a listed issuer, means financial products of the issuer that are approved for trading on a licensed market (and, to avoid doubt, financial products do not cease to be quoted merely because trading in those products is suspended):
(b) derivatives, means derivatives that are approved for trading on a licensed market (and, to avoid doubt, derivatives do not cease to be quoted merely because trading in those products is suspended)
redeemable has the meaning set out in subsection (5)
register entry,-
(a) in relation to a regulated offer, means the entry for the offer in the register of offers of financial products:
(b) in relation to an offer referred to in clause 26(1) of Schedule 1, means the entry for the offer in the register of offers of financial products that is required by regulations made for the purposes of that clause
register of managed investment schemes means the register of managed investment schemes kept under Schedule 2
register of offers of financial products means the register of offers of financial products kept under Schedule 2
registered bank has the same meaning as in section 2(1) of the Banking (Prudential Supervision) Act 1989
registered scheme means a managed investment scheme that is registered on the register of managed investment schemes
Registrar means the Registrar of Financial Service Providers appointed under section 35 of the Financial Service Providers (Registration and Dispute Resolution) Act 2008
regulated client money or property service has the meaning set out in section 431W(4)
regulated financial advice has the meaning set out in section 431C(3)
regulated offer has the meaning set out in section 41
regulated product has the meaning set out in section 41
regulations means regulations made under this Act
related, in relation to a body corporate, has the meaning set out in section 12(2)
related party,-
(a) in relation to a registered scheme, has the meaning set out in section 172:
(b) in relation to a DIMS licensee, has the meaning set out in section 439
related party benefit,-
(a) in relation to a registered scheme, has the meaning set out in section 172:
(b) in relation to a DIMS licensee, has the meaning set out in section 439
relative has the meaning set out in clause 5(2) of Schedule 1
relevant event means an event that results in a person having to disclose matters under sections 276 to 279
relevant interest has the meaning set out in sections 235 to 238
relevant money, in relation to financial products, means the money paid-
(a) to acquire the financial products or an increased interest in the financial products; or
(b) as a further contribution or investment or a further deposit as referred to in section 11(2)(c)
reporting period has the meaning set out in section 337
representation, in sections 23 to 27, has the meaning set out in section 23(4)
Reserve Bank means the Reserve Bank of New Zealand
restricted communication has the meaning set out in section 464
restricted scheme means a scheme that is registered on the register of managed investment schemes as a KiwiSaver scheme, a superannuation scheme, or a workplace savings scheme and that is identified as a restricted scheme on that register
retail client,-
(a) in relation to a financial advice service or a client money or property service, has the meaning set out in clause 3 of Schedule 5:
(b) in subpart 6A of Part 6, has the meaning set out in section 446P
retail investor has the meaning set out in clause 35 of Schedule 1
retail service has the meaning set out in clause 35 of Schedule 1
retirement scheme means any of the following schemes for the purposes of any enactment:
(a) a registered scheme that is a KiwiSaver scheme or a superannuation scheme:
(b) a workplace savings scheme (subject to the enactment and the regulations):
(c) a Schedule 3 scheme (subject to the enactment and the regulations)
Schedule 3 scheme means a scheme that, under Schedule 3, is approved as a Schedule 3 scheme
scheme participant, in relation to a managed investment scheme, means a product holder of a managed investment product in the scheme
scheme property or property of the scheme, in relation to a managed investment scheme, means the property to which the scheme relates, including-
(a) contributions of money to the scheme; and
(b) money borrowed or raised for the purposes of the scheme; and
(c) financial products or other property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b), or (d); and
(d) income and property derived, directly or indirectly, from contributions, money, or property referred to in paragraphs (a) to (c) or this paragraph
security-
(a) means an arrangement or a facility that has, or is intended to have, the effect of a person making an investment or managing a financial risk; and
(b) includes-
(i) a financial product; and
(ii) any interest or right to participate in any capital, assets, earnings, royalties, or other property of any person; and
(iii) any interest in, or right to be paid, money that is, or is to be, deposited with, lent to, or otherwise owing by, any person (whether or not the interest or right is secured by a charge over any property); and
(iv) any renewal or variation of the terms or conditions of any existing security; but
(c) does not include any interest or right that is declared by regulations not to be a security for the purposes of this Act
senior manager, in relation to a person (A), means a person who is not a director but occupies a position that allows that person to exercise significant influence over the management or administration of A (for example, a chief executive or a chief financial officer)
separate fund, in Parts 7 and 7A, has the meaning set out in section 461A(2)
service provider or provider, in relation to a financial service, means a person who supplies a financial service
special resolution, in relation to-
(a) holders of a financial product issued by a credit union, means a resolution approved by no less than 75% of the number of members of the credit union who are entitled to vote and who vote on the question:
(b) holders of managed investment products in a superannuation scheme, a KiwiSaver scheme, a workplace savings scheme, or any other prescribed scheme, means a resolution approved by no less than 75% of the number of scheme participants who are entitled to vote and who vote on the question:
(c) holders of debt securities in any other case, means a resolution approved by product holders holding debt securities with a combined nominal value of no less than 75% of the nominal value of the debt securities held by those persons who are entitled to vote and who vote on the question:
(d) holders of managed investment products in any other case, means a resolution approved by product holders holding managed investment products with a combined value of no less than 75% of the value of the managed investment products held by those persons who are entitled to vote and who vote on the question
stop order means an order under section 462
subsidiary-
(a) has the meaning set out in section 5 of the Companies Act 1993; and
(b) in Parts 7 and 7A, includes any entity that is classified as a subsidiary in any applicable financial reporting standard
substantial holding has the meaning set out in section 274
substantial product holder has the meaning set out in section 274(1)
superannuation scheme means a scheme that is registered on the register of managed investment schemes as a superannuation scheme (or, if the scheme is registered as a superannuation scheme in respect of only a section of the scheme, means the scheme in respect of that section)
supervisor means a person designated or appointed as a supervisor in relation to a debt security or managed investment scheme for the purposes of any financial markets legislation
supply, in relation to a service, includes provide, grant, or confer
Takeovers Code means the Takeovers Code in force under the Takeovers Act 1993
trade, in Part 2, has the meaning set out in section 18
trading day means, in relation to a licensed market, a day on which the market is open for the trading of financial products
transacting shareholder, in relation to a co-operative company,-
(a) has the same meaning as in section 4 of the Co-operative Companies Act 1996; and
(b) includes a supplying shareholder within the meaning of section 34 of that Act
underlying, in relation to a derivative, means the underlying asset, rate, index, commodity, or other thing referred to in section 8(4)(a)(iii)
unsolicited offer has the meaning set out in section 381(1)
unsolicited offer order means an order under section 472
unsolicited offer provision means any provision of any regulations made under section 382 that is stated by those regulations to be an unsolicited offer provision
unsubstantiated, in sections 23 to 27, has the meaning set out in section 23(2)
voting product, in relation to an entity,-
(a) means a financial product of the entity that confers a right to vote at meetings of members or shareholders (whether or not there is any restriction or limitation on the number of votes that may be cast by or on behalf of the holder of the product); and
(b) includes a financial product that is convertible into a financial product of the kind referred to in paragraph (a); but
(c) does not include a financial product that confers only a right to vote that, under the conditions attached to the product, is exercisable only in 1 or more of the following circumstances:
(i) during a period in which a dividend (or part of a dividend) in respect of the product is in arrears:
(ii) on a proposal to reduce the capital of the entity:
(iii) on a proposal that affects rights attached to the product:
(iv) on a proposal to put the entity into liquidation:
(v) on a proposal for the disposal of the whole or a material part of the property, business, and undertaking of the entity:
(vi) during the liquidation of the entity
wholesale client, in relation to a financial advice service or a client money or property service, has the meaning set out in clause 4 of Schedule 5
wholesale investor-
(a) has the meaning set out in clause 3(2) and (3) of Schedule 1, in relation to an offer of financial products; and
(b) has the meaning set out in clause 36(b) of Schedule 1, in relation to the supply of a discretionary investment management service or any other relevant transaction (as defined in clause 49 of that schedule)
workplace savings scheme means a scheme that is registered on the register of managed investment schemes as a workplace savings scheme (or, if the scheme is registered as a workplace savings scheme in respect of only a section of the scheme, means the scheme in respect of that section).
(2) Terms defined in other provisions of this Act have the meanings given unless the context otherwise requires.
(3) In this Act, financial products are of the same class if those financial products have attached to them identical rights, privileges, limitations, and conditions (but, in the case of debt securities, the securities may, except in the prescribed circumstances, have a different redemption date or interest rate or both).
(4) In this Act, an insolvency event is any of the following events, and a person becomes subject to an insolvency event on the date on which, and (if specified) the time at which, that event occurs:
(a) a liquidator is appointed in respect of a liquidation under Part 16 of the Companies Act 1993 or under any other Act; or
(b) an administrator is appointed in respect of a voluntary administration under Part 15A of the Companies Act 1993; or
(c) a receiver is appointed in relation to the whole, or substantially the whole, of the assets and undertaking of the person; or
(d) a liquidator is appointed in respect of a liquidation of an overseas company under section 342 of the Companies Act 1993; or
(e) a statutory manager is appointed in respect of a statutory management under Part 3 of the Corporations (Investigation and Management) Act 1989 or any other enactment; or
(f) a person is appointed in respect of, or another event occurs that indicates the start of, a process in New Zealand or in any other country in which the company or other body corporate was incorporated, created, or established that is similar to any of those set out in paragraphs (a) to (e).
(5) In this Act, a share in an entity or a managed investment product in a scheme is redeemable if-
(a) the constitution of the entity, the governing documents of the scheme, or the terms of issue of the share or product make provision for the redemption of the share or product by the entity or the manager of the scheme in 1 or more of the following circumstances:
(i) at the option of the entity or manager:
(ii) at the option of the holder of the share or product:
(iii) on a date specified in those documents or in those terms; and
(b) that redemption is for a consideration that is 1 or more of the following:
(i) specified:
(ii) to be calculated by reference to a formula:
(iii) required to be fixed by a suitably qualified person who is not associated with or interested in the entity or manager of the scheme.
(6) In this Act, a financial benchmark is a price, estimate, rate, index, or value that is-
(a) referenced or otherwise used for purposes that include 1 or more of the following:
(i) calculating the interest, or other amounts, payable under financial products or other securities:
(ii) calculating the price at which a financial product or other security may be traded, redeemed, or dealt in:
(iii) calculating the value of a financial product or other security:
(iv) measuring the performance of a financial product or other security; and
(b) made available to users (whether or not for a fee); and
(c) generated periodically from 1 or more-
(i) transactions, instruments, currencies, prices, estimates, rates (including an interest rate or exchange rate), indices, values, financial products or other securities; or
(ii) other interests or property (whether tangible or intangible).
(7) A financial benchmark does not include any price, estimate, rate, index, or value that is excluded (whether by class or in a particular case) by the regulations.
price, in relation to a financial service, a relevant service (as defined in section 446F), or an FMC product, includes valuable consideration in any form, whether direct or indirect; and includes any consideration that in effect relates to the supply of the service or the acquisition of the product, although ostensibly relating to any other matter or thing
Note: the added text is shown at the end of the provision; the bill slots it into the provision's own ordering (e.g. alphabetically among definitions).
