4626 NEW ZEALAND GAZETTE No. 206

18. CHANGES OF CONTROL OF DEALERS

18.1

Where in relation to a Dealer there occurs (with or without the consent or concurrence, express or implied, of that Dealer), or there is proposed, a change in control of the Dealer having regard to the person or persons in whom control was vested at the time the Dealer became a Dealer, or who have subsequently been approved by the Company for the purposes of this Rule 18, then the Dealer shall forthwith submit to the Company full particulars of the change or proposed change in control, together with an application for approval thereof.

18.2

The Company will promptly consider an application under Rule 18.1 and approve or decline the application, or approve it subject to such conditions as the Company considers appropriate.

18.3

The Company will advise the applicant whether or not an application is approved and, if approved, the conditions, if any, attached to the approval.

18.4

Where an application is declined by the Company, or is approved subject to any conditions, the applicant may, by notice in writing to the Company, appeal against the decision in the manner prescribed in Rule 51.

18.5

If approved by the Company, or by the Appeal Board on appeal, a change in control, if not already implemented, may be implemented within two months of the date of approval or such other period as the Company or Appeal Board, as the case may be, allows. If not so implemented, the approval will be deemed to have lapsed and the change in control may not thereafter be implemented unless and until a further approval is obtained in accordance with this Rule 18.

18.6

If the Company, or the Appeal Board on appeal, as the case may be, declines to approve a change in control of a Dealer which has already occurred then unless within one month thereafter, or within such extended time as the Company or the Appeal Board, as the case may be, allows, the change in control has been abrogated, or the control of the Dealer has been otherwise changed in a manner acceptable to the Company or Appeal Board, as the case may be, the trading rights of the Dealer shall be cancelled.

18.7

If any change in control of a Dealer occurs without the prior approval of the Company, the Business Conduct Committee may in its discretion suspend the trading rights of the Dealer either until an application for approval has been lodged under Rule 18.1 and approved or, if such an application has been lodged, until it has been approved by the Company, or the Appeal Board, as the case may be.

SECTION 5—BUSINESS CONDUCT—DEALERS

19. GENERAL

19.1

A Dealer shall at all times:

(a) comply and act consistently with these Rules and with all decisions of the Company, the committees appointed pursuant to these Rules and any Appeal Board;

(b) comply with all laws and regulations for the time being in force relating to dealing in Contracts;

(c) ensure that it continues to satisfy all the conditions for admission as a Dealer of the relevant class, and where the Dealer is a Trading Permit Holder, for the grant of a Trading Permit.

19.2

A Dealer shall notify the Business Conduct Committee in writing immediately on the happening of any of the following events:

(a) the bankruptcy or insolvency of the Dealer, or in the case of a partnership any of the partners, or in the case of a company, any of the directors;

(b) where the Dealer, or in the case of a partnership any of the partners, or in the case of a company any of the directors, is convicted of an indictable offence;

(c) where, in the case of a company or any related company of the Dealer, a receiver, statutory manager, provisional liquidator or liquidator, or a similar officer, is appointed, or any resolution or order made for the winding up or dissolution of the company or related company, as the case may be.

19.3

A Dealer shall, upon request by the Business Conduct Committee, promptly provide to the Committee such information concerning:

(a) the business and affairs of the Dealer;

(b) the business and affairs of any client of the Dealer; and/or

(c) the beneficial ownership of any Contract traded by or on instructions from the Dealer;

as in the opinion of the Committee is necessary or desirable to enable it to carry out its functions under these Rules.

19.4

A Dealer shall upon request by the Business Conduct Committee authorise any clearing house or other person to provide to the Committee such information concerning the business and affairs of the Dealer and/or its clients as the Committee may request.

19.5

A Dealer shall ensure to the best of its ability that all information given by the Dealer to the Business Conduct Committee pursuant to these Rules is fair and accurate and that nothing which is material is omitted from it.

19.6

All reports, returns, accounts and other information to be provided or notified by a Dealer pursuant to these Rules shall be certified as correct by an Authorised Signatory of the Dealer.

20. ACCOUNTING RECORDS AND FINANCIAL REPORTING

20.1

A Dealer shall maintain accounting records which:

(a) correctly record and explain the transactions, and the financial position, of the Dealer;

(b) enable compliance with these Rules to be conveniently ascertained by the Business Conduct Committee; and

(c) are able to be conveniently and properly audited.

20.2

A Dealer shall:

(a) provide the Business Conduct Committee, at the cost of the Dealer, with a copy of its signed audited annual financial accounts, within three months after the Dealer’s annual balance date;

(b) promptly provide the Business Conduct Committee, at the cost of the Dealer, with such other financial reports and information as the Committee may from time to time reasonably request; and

(c) make its accounting and other records available to the Business Conduct Committee upon request.

21. REPORTABLE POSITIONS

21.1

For the purposes of this Rule 21 a “reportable position” is a position held by a Dealer, either for the Dealer’s own account or in respect of a client or affiliated clients, which at the close of trading on a business day is:

Next Page →