545Regulations for purposes of Part 5 (dealing in financial products on markets)

1. The Governor-General may, by Order in Council, on the recommendation of the Minister in accordance with section 549, make regulations for all or any of the following purposes:

   Insider conduct and market manipulation

2. exempting (on terms and conditions, if any) conduct from being—
   1. insider conduct that is conduct that would otherwise fall within section 241, 242, or 243:
   2. market manipulation that is conduct that would otherwise fall within section 262 or 265:

Substantial holding disclosure

3. prescribing further matters relating to a matter, a relevant event, or a substantial holding, that must be disclosed under subpart 5 of Part 5, which may include (without limitation)—
   1. the nature of the relevant interests in the substantial holding (including before and after the relevant event in the case of sections 277 and 278):
   2. the number, nominal value (if any), and class of financial products in which the person has or had the substantial holding (including before and after the relevant event in the case of sections 277 and 278):
   3. the date of the relevant event:
   4. the terms and conditions (including consideration) of the transaction giving rise to the relevant event:
   5. details as to the circumstances in which the relevant event occurred:
   6. the date of the last disclosure by the person under that subpart in respect of the substantial holding:
   7. information relating to the relevant event or substantial holding and concerning other persons who have made disclosures under that subpart:
4. prescribing the documents, certificates, and statements that must accompany or be annexed to those disclosures:
5. determining when disclosure of the further matters referred to in paragraph (b) is required (including by requiring disclosure only on request):
6. prescribing the form of or for, and the method of, disclosure under that subpart (and of any other acknowledgments or notices required by the subpart) or providing for the relevant licensed market operator to determine that form or method and providing for the way in which it must do so:
7. prescribing the manner referred to in section 275:
8. exempting (on terms and conditions, if any) classes of persons, classes of transactions, or classes of relevant interests, substantial holdings, or relevant events from compliance with any provisions of that subpart or regulations made under any of paragraphs (b) to (e):

Directors' and senior managers' disclosure obligations

9. prescribing further matters relating to a relevant interest, or acquisition or disposal of a relevant interest, that must be disclosed by directors and senior managers under subpart 6 of Part 5, which may include (without limitation)—
   1. the nature of the relevant interest:
   2. the number and class of financial products to which the relevant interest relates or related:
   3. the date of the disclosure obligation becoming applicable, or the date of the acquisition or disposal:
   4. the consideration paid or received for the acquisition or disposal:
   5. details as to the circumstances in which the acquisition or disposal occurred:
   6. the date of the last disclosure by the director or senior manager:
10. determining when the disclosure in paragraph (h) is required (including by requiring disclosure only on request) and prescribing the form of or for, and the method of, disclosure or providing for the relevant licensed market operator to determine that form or method and for the way in which it must do so:
11. exempting (on terms and conditions, if any) classes of persons, classes of transactions, or classes of relevant interests, acquisitions, or disposals from compliance with any provisions of that subpart or regulations made under paragraph (h) or (i):
12. prescribing acquisitions or disposals for the purposes of section 297(2)(a)(vi):

Licensed markets

13. prescribing conduct that does not constitute a financial product market for the purposes of this Act:
14. exempting (on terms and conditions, if any) wholesale markets or other financial product markets from the operation of subpart 7 of Part 5:
15. prescribing information and the form and method referred to in section 354:

Transfer of transferable financial products

16. prescribing matters for the purposes of subpart 9 of Part 5, including—
    1. financial products to which that subpart does not apply:
    2. forms for the purposes of that subpart:
    3. information to be included in products transfers or brokers transfers:
    4. persons for the purposes of paragraph (f) of the definition of authorised transaction in section 372(3).

17. Subsection (1)(a), (g), (j), and (m) are subject to section 550 (which provides for certain procedural requirements relating to regulations made under those paragraphs).

18. Before making a recommendation in relation to subsection (1)(l) or (m), the Minister must have regard to the matters set out in section 308.

19. Regulations under this section are secondary legislation (see Part 3 of the Legislation Act 2019 for publication requirements).