 |
"44P Offence
A person commits an offence who contravenes an order by the Court under section
44M or section 44N that is applicable to the person and is liable on conviction
on indictment,---
"(a) in the case of an individual, to imprisonment to a term not exceeding
3 years or to a fine not exceeding $100,000, or both:
"(b) in the case of a body corporate, to a fine not exceeding $300,000.
Compare: Section 1323(9), (10), Corporations Act 2001 (Aust.)
"Subpart 5---General
"44Q Jurisdiction of Courts in New Zealand
The High Court has exclusive jurisdiction to hear and determine proceedings in
New Zealand under this Act, other than proceedings for offences against this
Act or appeals under section 31G.
"44R Court may order payment of Panel's costs
If the Panel brings proceedings under this Part and the Court makes any order
against a person under this Part, the Court may also order that person to pay
the Panel's costs and expenses in bringing the proceedings.
"44S Orders to secure compliance
The Court may, for the purpose of securing compliance with any order it makes
under this Part, direct a person to do or refrain from doing a specified act.
"44T Giving notice of applications for Court orders
Before making an order under this Part, the Court may direct the person making
the application for the order to---
"(a) give notice of the application to those persons the Court thinks fit:
"(b) publish notice of the application in the manner the Court thinks fit.
"44U General provisions as to Court's orders
"(1) An order under this Part may be made on the terms and conditions the
Court thinks fit.
"(2) The Court may revoke, vary, or suspend an order made under this Part on the terms and conditions the Court thinks fit.
"44V Persons entitled to appear before Court
The following persons are entitled to appear and be heard at the hearing of an
application to the Court under this Part:
"(a) the applicant:
"(b) the Panel:
"(c) if the specified company's securities are, or were at the material
time, quoted on a registered exchange's market, that registered exchange:
"(d) the specified company:
"(e) a person who is alleged to have suffered, or to be likely to suffer,
loss or damage because of an alleged contravention of this Act or the takeovers
code (whether that person or another person makes the allegation):
"(f) a person who was a security holder of the specified company at the
time that the conduct to which the application relates occurred:
"(g) a person who, at any time within the period of 6 months before the
making of the application, has made an offer or offers to acquire securities in
the specified company in accordance with the takeovers code:
"(h) a person directed to be given notice of the application:
"(i) with the leave of the Court, any other person.
"44W Knowledge of matters presumed if employee or agent knows matters
In any proceedings under this Act, it is presumed, in the absence of proof to
the contrary established on the balance of probabilities, that a person knew,
at a material time, of any matter if, at that time, an employee or agent of
that person knew of the matter in his or her capacity as employee or agent.
"44X No pecuniary penalty and fine for same conduct
A person cannot be ordered to pay a pecuniary penalty and be liable for a fine
under this Act for the same conduct."
25
New Part 4 heading substituted
The heading above section 45 is repealed and the following heading
substituted:
"Part 4
"Miscellaneous".
Amendments to takeovers code
26
Takeovers code substituted
Sections 27 to 29 amend the Schedule of the Takeovers Code Approval Order 2000.
27
Interpretation
(1) Rule 3(1) is amended by revoking the definition of code company and substituting the following definition:
" code company means a company that---
"(a) is a party to a listing agreement with a registered exchange and has securities that confer voting rights quoted on the registered exchange's market; or
"(b) was within paragraph (a) at any time during the period of 12 months before a date or the occurrence of an event referred to in this code; or
"(c) has 50 or more shareholders".
(2) Rule 3(1) is amended by inserting the following definition in its appropriate alphabetical order:
" 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".
(3) Rule 3 is amended by adding the following subclause:
"(3) The definition of code company in this rule specifies the period of
time to be specified by the code for the purposes of the definition of
specified company in the Act."
28
Offer period
Rule 24 is amended by adding the following subclause:
"(4) If the offer period is extended by the Panel by order made under
section 32 of the Act, that additional period is included in the offer period
for the purposes of this code."
29
New Part 8 added
The following Part is added after rule 63:
"Part 8
"Market manipulation
Misleading or deceptive conduct
"(1) A person must not engage in conduct that is---
"(a) conduct in relation to any transaction or event that is regulated
by this code; and
"(b) misleading or deceptive or likely to mislead or deceive.
"(2) A person must not engage in conduct that is---
"(a) incidental or preliminary to a transaction or event that is or is
likely to be regulated by this code; and
"(b) misleading or deceptive or likely to mislead or deceive.
Exception for disclosure by investment advisers or brokers
Rule 64 does not apply to conduct in relation to a disclosure under Part 4 of the Securities Markets Act 1988 or to conduct in relation to an advice advertisement, a broker advertisement, or a product advertisement to the extent that that conduct is regulated by Part 4 of that Act."
Amendments to replace references to takeovers schemes
30
Amendments to replace references to takeovers schemes
(1) Section 67C(4) of the Companies Act 1993 is amended by omitting "a
takeover scheme under section 4 of the Companies Amendment Act 1963" and
substituting "a takeover offer made under the takeovers code in force under the
Takeovers Act 1993".
(2) Section 26(3) of the Co-operative Companies Act 1996 is amended by
omitting "a takeover scheme under section 4 of the Companies Amendment Act
1963" and substituting "a takeover offer made under the takeovers code in force
under the Takeovers Act 1993"
Transitional provisions
31
Transitional provision for acquisitions made or committed to before
commencement of this section
No amendment made by this Act requires a person to comply with the principal Act or the code---
(a) by reason only of the fact that, on the commencement of this section, a particular proportion of securities have been acquired in a specified company, whether by that person or any other person before the commencement of this section; or
(b) by reason of the acquisition of securities in a specified company, whether by that person or any other person, on or after the commencement of this section, if the acquisition arises from the performance of a contractual obligation incurred, or the exercise of a right acquired, before the commencement of this section.
32
Transitional provision for existing offences and contraventions
(1) The principal Act and the code continue to have effect as if they were
not amended by this Act for the purpose of---
(a) investigating an existing offence or contravention:
(b) commencing or completing proceedings for an existing offence or
contravention:
(c) imposing a penalty or other remedy, or making an order, in relation
to an existing offence or contravention.
(2) In this section, existing offence or contravention means an offence
under, or contravention of, the principal Act or the code that was committed or
done before the commencement of this Act.
Legislative history
10 October 2006
Divided from Securities Legislation Bill (Bill 234-2)
as Bill 234-3C
12 October 2006
Third reading
24 October 2006
Royal assent
This Act is administered by the Ministry of Economic Development
|
|
