NEW ZEALAND Law and Practice Contributed by: Graeme Quigley, Ashton Goatley and Erin Hickey, Webb Henderson
Persons are required to notify the listed issuer and the stock exchange when they become a substantial product holder, when the extent of their relevant interest changes (either up or down) by 1% or more of the total, or when they cease to be a substantial product holder. In addition, a director or senior manager of a listed issuer who holds a relevant interest in quoted financial products of that listed issuer must disclose this to the listed issuer and the stock exchange. Companies (whether listed or unlisted) that have 50 or more shareholders, 50 or more share par - cels, and consolidated assets of NZD30 million or consolidated revenue of NZD15 million are also subject to the Takeovers Code (and, as such, are known as “Code companies” ). The core requirement of the Takeovers Code is that no person may come to hold or control more than 20% of the voting rights in a Code com - pany, or increase an existing holding or control above that proportion, except in specified ways – for example, by making a partial or full takeover offer to all shareholders or (for a holder of 50% to 90% of the voting rights) by increasing the holding by less than 5% per year. 6. Corporate Reporting and Other Disclosures 6.1 Financial Reporting Companies that carry out business in New Zealand are subject to varying financial report - ing requirements that depend on their place of incorporation, ownership, size and listed or unlisted status, as follows. • The following categories of company are required to file signed audited financial state -
ments with the Companies Office within five months of each balance date: (a) companies incorporated in New Zealand that are not subsidiaries of overseas companies and have assets greater than NZD66 million or revenue greater than NZD33 million in each of the preceding two financial years; (b) overseas companies (and subsidiaries of overseas companies) that have assets greater than NZD22 million or revenue greater than NZD11 million in each of the preceding two financial years; (c) companies with ten or more shareholders, unless they opt out by a 95% shareholder resolution; and (d) any company where shareholders who together hold not less than 5% of the company’s voting shares have given notice requiring the company to opt in to these financial reporting requirements. • The Listing Rules require listed companies to release annual reports (within three months of each balance date), which include audited financial statements and results announce - ments in relation to their full-year and half- year results. • Every issuer of a financial product that is reg - ulated under the FMCA (ie, offerors of finan - cial products for which “product disclosure statement” , akin to a prospectus, is required) is also required to file signed audited financial statements with the Companies Office within four months of each balance date – regard - less of whether or not the issuer is listed (see 6.3 Companies Registry Filings ). 6.2 Disclosure of Corporate Governance Arrangements If a company’s shareholders resolve to adopt, alter or revoke its constitution, the board is required to notify the Companies Office within
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