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Financial Markets Conduct Act 2013

Climate-related disclosures for certain FMC reporting entities with higher level of public accountability - Overview, application, and interpretation

461P: Definitions relating to listed issuers

You could also call this:

"What it means to be a listed issuer, like a big company that people can buy shares in"

Illustration for Financial Markets Conduct Act 2013

When you look at companies that issue shares, you need to know what a listed issuer is. A listed issuer is a large listed issuer if it has shares or debt that people can buy and sell, and those shares or debt are worth more than $60 million. You can find out if a company is a large listed issuer by looking at its shares or debt.

You are also a listed issuer if you have debt that people can buy and sell, and that debt is worth more than $60 million. Or, if you are a company that has merged with another company and is now large, you are a listed issuer. You can read more about what it means to be large after amalgamation in section 461R.

Some listed issuers are excluded from certain rules. You are an excluded listed issuer if your shares or debt are only traded on a growth market, or if you do not have any shares or debt that people can buy and sell. A growth market is a special kind of market where small and medium-sized companies can trade their shares or debt, and it is licensed under section 316.

When you are working out the value of shares or debt, you need to use generally accepted accounting practice to determine the fair value. You can also read more about climate reporting entities in section 461O(1)(a) and section 351(1)(ab).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=LMS775095.

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Part 7AClimate-related disclosures for certain FMC reporting entities with higher level of public accountability
Overview, application, and interpretation

461PDefinitions relating to listed issuers

  1. For the purposes of this Part, a listed issuer is a large listed issuer in respect of an accounting period if at least 1 of the following applies to the listed issuer:

  2. the listed issuer,—
    1. at any time in the accounting period, has quoted equity securities; and
      1. as at the balance date of each of the 2 preceding accounting periods, has equity securities (whether quoted or unquoted) that have a total value, as implied by the market price or fair value of those equity securities, that exceeds $60 million:
      2. the listed issuer,—
        1. at any time in the accounting period, has quoted debt securities; and
          1. at any time in the 2 preceding accounting periods, has quoted debt securities with a total face value that exceeds $60 million:
          2. the listed issuer is large after amalgamation (within the meaning of section 461R) in respect of the accounting period.

            1. For the purposes of this Part, a listed issuer is an excluded listed issuer in respect of an accounting period if, at all times during the accounting period,—

            2. any equity securities of the issuer and any debt securities of the issuer that are quoted are quoted only on a growth market; or
              1. the issuer has no quoted equity securities and no quoted debt securities.

                1. And see section 351(1)(ab) (which may allow for some listed issuers not to be FMC reporting entities and, consequentially, not climate reporting entities under section 461O(1)(a)).

                2. For the purposes of subsection (1)(a)(ii), fair value must be determined in accordance with generally accepted accounting practice.

                3. In this section, growth market means a financial product market if—

                  1. the operator has a licence to operate the market issued under section 316; and
                    1. either or both of the following apply:
                      1. the licence is subject to a condition that limits the size of issuers that are eligible to become, or to remain, listed issuers on the financial product market (for example, a limit based on the issuer’s market capitalisation):
                        1. the market is otherwise designed for, and clearly targeted at, small- and medium-sized entities.

                      Notes
                      • Section 461P: inserted, on , by section 8 of the Financial Sector (Climate-related Disclosures and Other Matters) Amendment Act 2021 (2021 No 39).