Memorandum of Understanding

REFERRALS FROM COMMISSION
Procedure

If a matter comes to the attention of the Commission that appears to relate to compliance with or application of the conduct rules of NZSE the Commission may refer that matter to NZSE.

Referrals to NZSE will be made in writing to the General Counsel.

Any referral under this clause 5 will include the following information:

(a)	The names and contact details of the persons who are the subject of the referral;
(b)	A description of the background to the referral, including to the extent possible any reports prepared by Commission staff on the matter;
(c)	A description of the steps taken by the Commission in investigating the matter to date;
(d)	Whether at the time of the referral the Commission intends to take further steps in its investigation of the matter;
(e)	The reason for the referral of the matter to NZSE, including the facts supporting the Commission's view that the matter appears to relate to non-compliance with the conduct rules;
(f)	The name of the contact person at the Commission for the matter; and
(g)	Any other information held by the Commission relevant to the matter that the Commission is able to provide in the circumstances of the case.

NZSE action and reporting

Where a matter is referred to NZSE under this MOU NZSE will assess the matter referred to it as soon as practicable and will inform the Commission of the outcome of that assessment.

NZSE will inform the Commission of any action on the part of NZSE, including where appropriate any exercise of NZSE's powers under the conduct rules.

CONTINUOUS DISCLOSURE

Principles

Under section 19B(1) of the Markets Act a public issuer must notify information in accordance with the continuous disclosure provisions of the listing rules of a registered exchange in certain circumstances.

NZSE is a registered exchange and NZSE's listing rules include such continuous disclosure provisions.

Under NZSE's listing rules a public issuer may apply for a waiver from the requirements of the listing rules or a ruling on the interpretation of the listing rules. NZSE also publishes, from time to time, guidance notes on the interpretation and meaning of the listing rules.

Section 36ZM of the Markets Act provides a process for the involvement of the Commission in any determination of a waiver from, or determination of the meaning of, the continuous disclosure listing rules of a registered exchange.

The Commission and NZSE agree that the following key principles will guide them in dealing with and making determinations on any continuous disclosure matter:

(a)	The criteria set out in 19A of the Markets Act (attached as Annex C).
(b)	Applications will be dealt with as quickly and efficiently as possible.
(c)	NZSE will provide the Commission with early notice of receipt by it of any continuous disclosure matters.
(d)	NZSE will provide detailed information to the Commission on any continuous disclosure matters as soon as possible and practicable after receipt of those matters.
(e)	The Commission will advise NZSE, as soon as possible and practicable, of any concerns or issues the Commission has with a proposed determination of a continuous disclosure matter by NZSE and the Commission's anticipated response if NZSE makes such determination.

Waivers and Rulings

NZSE will:

(a)	Notify the Commission each time a continuous disclosure waiver or determination application is received by it. Such notification will be provided to the Commission in writing to the General Counsel;
(b)	Use all reasonable endeavours to provide the notification anticipated in clause 6.6(a) no later than the second trading day after the receipt of the application from the public issuer;
(c)	Provide the Commission with its memorandum of advice, analysis and any preliminary or draft determination concerning the continuous disclosure application immediately upon finalising such documentation;
(d)	Advise the Commission of the timeframe in which NZSE requires comments from the Commission in respect of a continuous disclosure application; and
(e)	At its discretion, where it considers it appropriate and expedient, invite the Commission to attend any proceedings of the NZSE (whether by phone in person or otherwise) in respect of any continuous disclosure application.

The Commission will:

(a)

Provide to NZSE, as soon as possible, and in any event no later than the time requested by the NZSE under clause 6.6(d), any preliminary comments it may have in respect of the application, including (but without limiting any Commission response) the Commission's anticipated response if NZSE makes a determination in the terms proposed by the applicant or in terms proposed by NZSE as set out in its advice to the Commission under clause 6.6(c); and

(b)

Advise NZSE whether it considers the proposed determination is such that it does not achieve the purpose of subpart 1 of Part 2 of the Markets Act.

After receiving comments from the Commission under clause 6.7(a) NZSE will provide to the Commission its draft determination on any continuous disclosure matter and the Commission shall have two trading days, or such shorter period as the parties may agree in respect of any continuous disclosure matter, to provide any further comments or written submissions on the determination.

The Commission will be provided with a copy of the final determination, including the grounds on which such determination was based, at the same time as such final determination is provided to the public issuer seeking the determination.

Urgent Determinations

The Commission and NZSE recognise that there may be cases where an application for waiver from, or determination of the meaning of, a continuous disclosure provision of the listing rules, needs to be dealt with as a matter or urgency. The notification provided to the Commission under clause 6.6(a) will clearly state that the matter is urgent.

Where possible in urgent cases the General Counsel at the Commission should be warned of a pending application by telephone.

Where a referral is made on an urgent basis the initial notification will contain as much information as is available at that time and NZSE will provide to the Commission as soon as it is available the documentation under clause 6.6(c).

The Commission's submissions and advice on an urgent application may be made orally.

The Commission will make every effort to provide comments on an urgent application in a timely fashion.

Guidance Notes

NZSE from time to time issues guidance notes to public issuers. Guidance notes provide guidance on the meaning and interpretation of NZSE's listing rules.

Where NZSE intends to issue a guidance note in respect of the continuous disclosure provisions of NZSE's listing rules, NZSE shall notify the General Counsel of the Commission by email of its intention to issue such a guidance note.

NZSE shall provide to the General Counsel of the Commission the proposed draft of the guidance note as soon as it is available and, in any event, NZSE will endeavour to provide the Commission with a proposed guidance note one business week prior to the proposed release of such guidance note to public issuers.

The Commission will provide NZSE with its comments on the proposed guidance note, including any comments concerning the Commission's anticipated response if NZSE issues such guidance note, as soon as possible, and in any event, two trading days before the proposed release of the guidance note.

NZSE will consider any written submissions provided by the Commission on such guidance note

Agreed Process

As permitted by section 36ZW of the Markets Act, the processes set out in clauses 6.6 to 6.19 are in substitution for and replace the requirements set out in sections 36ZM and 36ZN of the Markets Act.