Issuers have a number of obligations depending on the type of issue or offer.Obligations that relate to equity or debt issuers are below. General obligations can be found below.
Product disclosure statement (PDS)
The PDS is aimed at prudent but non-expert investors. It is required to be prepared ina clear, concise and effective manner and has a prescribed format and content to make offer information accessible.
A compulsory key information summary (KIS) at the front of the PDS gives investors an overview of key characteristics and the specific risks of the financial product.
A PDS must comply with prescribed length limits. These limits are the maximum allowed – issuers are encouraged to use less where possible. The maximum limits are:
| Product type | Page limit (printed A4 pages) | Or, word limit |
| Debt security | 30 | 15,000 |
| Equity security | 60 | 30,000 |
Making research and other information available to retail investors
We have developed aninformation sheetfor brokers, issuers and research providers to encourage wider publication of research on IPOs for retail clients.
It clarifies that under NZ law there are no required black-out periods and that the FMC Act has a more flexible regime for retail advertising. It also provides examples of the typical controls we expect investment banking firms to have in place to manage conflicts of interest.
DownloadResearch reports for IPOs under the FMCA 2013 Information Sheet PDF
Maintain high standards of corporate governance and board behaviour
FMA have published a handbook to assist directors, executives and advisers of non-listed and public-sector companies, and other entities, to apply corporate governance principles to their particular entity.The principles do not impose any new legal obligations, and reporting against them is voluntary. However, the principles do set out standards for corporate governance that we believe directors and executives should apply, and report on, to their investors, shareholders and stakeholders.
Download Corporate governance in New Zealand - Principles and guidelines PDF, 320KB
Debt issuer reporting duties
The FMA have published an inforation sheet that details how to:
- Provide prescribed reports to supervisor – to be prescribed by Regulations (section 114).
- Provide requested information and reports to supervisor (section 115).
- Report contravention or possible contravention of issuer obligations to supervisor (section 116).
- Report serious financial problems to supervisor (section 118).
- Duty of NBDT to provide reports to supervisor (FMC Regulations).
Download the Reporting Duties under Part 4 of the FMA Act Information sheetPDF
Additional obligations of listed issuers
A listed issuer is one who is party to a listing agreement with a licensed market operator for a licensed market.
Listed issuers must comply with the listing rules of the relevant licensed market, as set by the licensed market operator. These issuers, and certain persons related to them, also have ongoing disclosure obligations.
- Listed issuers are required to disclose information to the market in accordance with any continuous disclosure provisions of the listing rules of the relevant licensed market.
- The continuous disclosure provisions may vary between different licensed markets.
- Directors and senior managers of listed issuers, and persons holding specified amounts of quoted voting products of a listed issuer are required to disclose certain information to the issuer and to the market by the FMC Act. Listed issuers are required to keep registers of that disclosed information.
