Normas de la propuesta de borrador de Nueva Constitución

7.1 Definition: For the purposes of this Regulation 7:

(a) Value Date means the final time for acceptance and processing of settlement instructions on a Settlement Day by which a contract must settle in accordance with this Regulation 7.

7.2 Settlement period for Conventional Sales:

(a) For Trades of less than $100,000, the Buyer and Seller shall be deemed to have contracted to settle, and all Participant’s contracts shall be deemed to settle, on a Value Date no later than the 3rd Settlement Day after the date on which the Trade takes place or Participant contract was made (as the case may be).

(b) For Trades of $100,000 and over, the Buyer and Seller:

(i) shall be deemed to have contracted to settle on a Value Date of the 3^rd Settlement Day after the date on which the Trade takes place;

(ii) may agree to settle on a Value Date earlier than the 3^rd Settlement Day after the date on which the Trade takes place.

(c) NZX may defer the Value Date (delayed delivery).

(d) If NZX defers the Value Date:

(i) NZX shall advise the market of the deferral;

(ii) the Participant shall not be obliged to deliver until the delayed delivery status has been removed from that Security; and

(iii) upon such removal, the normal delivery obligations in these Regulations shall apply, ignoring the period of delayed delivery status.

(e) For Trades executed in NZX Retail Debt Market:

(i) the Buyer and Seller shall be deemed to have contracted to settle on a Value Date of the 5^th Market Day after the date on which the Trade takes place;

(ii) Participants may contract with each other to settle Trades in FASTER on a Value Date not more than 30 days after the Trade date.

7.3 Settlement period for Short Sales: For Short Sales, the Buyer and Seller shall be deemed to have contracted to settle, and all Participant’s contracts shall be deemed to settle, on a Value Date no later than the 3rd Settlement Day after the date on which the Short Sale occurs.

7.4 Delivery obligations:

(a) All Trades between NZX Firms in FASTER in Quoted Securities shall be held in a settlement pool until the Seller is able to lodge a COD through FASTER. The COD must be lodged before the Value Date. Trades not delivered by the Value Date shall be subject to administrative charge and/or NZX action under this Regulation 7.

(b) All other contracts between Participants shall be held in FASTER until the MPT is effected through FASTER by the Value Date. Contracts that are not completed by the Value

Date shall be subject to an administrative charge and/or NZX action under this Regulation 7.

(c) Except as provided for in Regulation 7.7, settlement and registration of Trades and contracts including the provision of funds shall be made through FASTER in accordance with the requirements of that system.

7.5 Settlement accounts: Participants are required to maintain a Payments System account for the purpose of facilitating payments and receipts associated with settlement obligations.

7.6 Settlement payments:

(a) Trades and contracts must be settled using same day funds in accordance with procedures set from time to time by NZX.

(b) Deliveries against payment by Participants will be rejected if the counterparty making payment does not have sufficient funds in NZX’s settlement account or sufficient Securities in its FASTER Transfer Account at the time the COD or MPT is lodged.

(c) Participants may withdraw cleared funds at any time from NZX’s settlement account.

(d) Following final Settlement Cut-Off Time each Settlement Day, Participants shall be repaid surplus cleared funds from NZX’s settlement account directly into their Payments System accounts.

(e) Participants must have sufficient same day cleared funds deposited into NZX’s settlement account within the Payments System to meet all obligations up until final Settlement Cut-Off Time.

(f) Persistent failure to provide sufficient funds during a Market Day will attract higher administrative charges.

7.7 Delivery and settlement outside of FASTER:

(a) Certain Quoted Securities may be designated from time to time by the Board as not available for delivery and settlement between Participants through FASTER.

(b) Delivery and settlement between Participants for Securities designated under Regulation 7.7(a) shall be by physical

delivery of documents versus payment or as otherwise required by NZX.

(c) Delivery obligations of Participants for Securities designated under Regulation 7.7(a) shall apply to Trades settled outside FASTER.

(d) On written advice from the Buyer that the Seller has failed to deliver by the Value Date, NZX may proceed to buy-in the Securities in accordance with the buy-in procedures in Regulation 7.8.

7.8 NZX buy-in:

(a) NZX Buy-in:

(i) The Chairman or Deputy Chairman of NZX may decide that if a Participant, having sold Securities, fails to deliver them to the Buyer by the Value Date, and the failure to deliver is not because the Buyer has insufficient funds to pay for the delivery, NZX will buy-in against the selling Participant without giving any notice.

(ii) If an NZX Firm, having bought Quoted Securities, fails to have funds available to settle the transaction by the Value Date, the Chairman or Deputy Chairman shall have complete discretion to declare NZX Firm a Defaulter under the Business Rules in addition to the normal charges imposed for late settlement.

(iii) By 9.00 a.m. on any Market Day, NZX may make available for collection or access by each NZX Firm a report listing all contracts effected by a Participant for which NZX will commence buy-in action. Buying-in agaBuying-inst a Participant may proceed accordBuying-ing to this report at 10.30 a.m. on the same Market Day.

(b) Procedure:

(i) At 10.30 am on the day of buying-in, NZX shall enter into FASTER a list of Quoted Securities to be bought-in, naming the Securities, the number to be bought, the Seller which is at risk and the price which it is proposed to pay.

(ii) Where the number of Quoted Securities to be bought-in exceeds a minimum holding, the Seller may deliver a minimum holding (or a multiple of a minimum holding) to reduce the number of Securities to be bought-in.

(iii) The starting price bid shall be up to two percent above the current last transacted price or the current bid price, whichever is the highest.

(iv) The buying-in shall commence at 10.30 a.m. on any Market Day and Sellers may offer for delivery before 9.00 a.m. the following Market Day any Quoted Securities shown in the list, the first offer at the price bid to be matched by FASTER. Offers may be in whole or in part of any particular Security, provided that where part only is being offered, such offer shall be in marketable parcels.

(v) If the Quoted Securities are not obtained, NZX shall have absolute discretion to raise the price bid, in increments at the discretion of the Chairman, from time to time throughout the Market Day or on the following and successive Market Days until the Quoted Securities are bought or delivered to NZX.

NZX shall have power to suspend the increase in bids if it is considered advisable.

(vi) The Seller, unless it is the original Buyer, shall deliver the Securities to the original Buyer no later than 1 hour before final Settlement Cut-Off Time on the following Market Day.

7.9 Cash settlement in lieu of delivery:

(a) If:

(i) NZX is not able to buy in all or any of the Quoted Securities it requires under Regulation 7.8(b) after 3 Market Days; and

(ii) the original Seller remains unable to deliver in terms of the confirmed trade,

then to the extent that delivery cannot be made, the Chairman may fix a cash price as the basis for settling the transaction.

(b) Where a cash settlement is provided, the trade shall be deemed to have been cancelled and such cancellation shall apply to all Participants in the transaction.

7.10 General:

(a) Buying-in suspended: The Board may suspend, indefinitely or for such time as it thinks fit, the buying-in of any Quoted Securities when circumstances appear to make such suspension desirable.

(b) Late settlement fees: For contracts which are not settled as required by Regulation 7.2 or Regulation 7.3:

(i) a transaction fee as determined by NZX from time to time shall be charged to, and paid by, the Participant failing to complete settlement; and

(ii) one half of any transaction fee received under Regulation 7.10(b)(i) shall be credited to the account of the Participant disadvantaged by the failure to settle on the contracted Value Date.

(c) NZX may require reports: NZX may require Participants to provide reports and confirmations that the delivery requirements of this Regulation 7 have been complied with for all sale contracts.

(d) Frequent breaches: If a Participant frequently breaches the delivery requirements of Regulation 7, the matter may be subject to further action by NZX.

7.11 Delivery and settlement obligations of FASTER Participants:

(a) A Participant shall be responsible for:

(i) the authorisation and validity of all transfers executed by it through FASTER, including:

(A) for NZX Firms, OIT, CIT, COD, PPT, MPT, COT and OOT; and

(B) for other Participants, OIT, PPT, MPT, COT and OOT;

(ii) ensuring that all documents required in support of a transfer executed by it are:

(aa) valid; and

(bb) retained by the Participant or delivered to the relevant share registry by 12 noon on the Market Day following the transfer; and

(iii) having sufficient funds available in its FASTER settlement account to meet its obligations.

(b) A Participant that is a Seller of Quoted Securities in an overseas company having a New Zealand register shall deliver Quoted Securities through FASTER on that register.

(c) Participants shall be responsible for ensuring that Quoted Securities transferred by them are free from all liability due or payable at the time of sale.

7.12 Inability of clients to meet obligations:

(a) If an NZX Firm's client dies or becomes otherwise incapable of receiving and paying for, or delivering or transferring, Quoted Securities which the client has ordered to be bought or sold and, after reasonable inquiry, NZX Firm has no knowledge of anyone legally authorised to complete such purchases or sales on the client's behalf, NZX Firm may, through the Managing Director or with his or her authority, resell or repurchase as the case may be, and the client (or the client’s estate) shall be liable for any deficiency and be entitled to any surplus which may result.

(b) If an NZX Firm's client fails or refuses to complete a contract or a number of contracts on demand (which demand need not be in writing), NZX Firm may resell or repurchase, as the case may be, the Quoted Securities the subject of the contract or contracts at the client's risk and expense, which expenses shall include brokerage and any other relevant charges.

(c) If as a result of such resale or repurchase:

(i) there is a deficiency in the settlement price, that deficiency shall constitute a debt owing by the client to NZX Firm; and

(ii) there is a surplus, the surplus belongs to the client and NZX Firm shall account to the client accordingly;

subject in each case, to any right of set off which may exist.

7.13 FASTER Transfer Clerks:

(a) The Board or its delegate may:

(i) authorise as a FASTER Transfer Clerk a candidate whom it considers has met the criteria specified in Regulation 7.14; and

(ii) at its sole discretion, and without specifying any reason:

(aa) decline to authorise a candidate as a FASTER Trading Clerk; or

(bb) revoke any FASTER Trading Clerk’s authorisation at any time.

(b) Every person who is authorised as a FASTER Transfer Clerk on behalf of an NZX Firm shall have his or her name entered in a

“Transfer Clerks Register” maintained by NZX. Each NZX Firm shall advise NZX of any changes to its FASTER Transfer Clerks.

(c) NZX may, in accordance with Regulation 4.4(b), from time to time require current or prospective FASTER Transfer Clerks to undergo accreditation and/or training, and/or to otherwise demonstrate competence and knowledge of FASTER operations and functions.

(d) Only FASTER Transfer Clerks may enter transfer information not already held by the computer system of any Participant which will initiate a transaction in FASTER.

(e) FASTER Transfer Clerks are responsible to their Participant:

(i) for ensuring the correct entry of transfer information and compliance with the Regulations for delivery, settlement and transfer; and

(ii) in particular, for the proper receipt and provision of any documentation in support of transfers.

(f) Participants shall be responsible for all acts and omissions, and transactions done, made or effected by their FASTER Transfer Clerks using FASTER.

(g) Participants nominating employees or contractors as FASTER Transfer Clerks must ensure that each nominee is suitably trained and competent for the position.

7.14 Applications for authorising FASTER Transfer Clerks:

(a) Applications for authorisation of employees or contractors as FASTER Transfer Clerks shall be:

(i) made to NZX by the Participant who employs or contracts such person;

(ii) accompanied by an undertaking to NZX from the Participant in the following form:

"We ... (name of Participant) hereby:

1. apply to NZX for our

employee/NZX Broker/NZX

Associate Broker ...

... of ... (city) to be appointed as a FASTER Transfer Clerk.

2. acknowledge and agree that we are responsible for all acts and omissions, and transactions done, made or effected by ... in FASTER;

3. agree that we shall ensure that he/she will not execute any transfer on or to his/her own account or on or to an account of his/her immediate family, family company or family trust without such transfer having first been approved by us in writing."; and 4. confirm that ………. is

suitably trained and qualified for the position of FASTER Transfer Clerk.

(b) Participants nominating employees or contractors as FASTER Transfer Clerks are responsible for ensuring that each nominee is suitably trained and competent for the position.

7.15 Application to NZX Retail Debt Market: The provisions of this Regulation 7 also apply to NZX Retail Debt Market, except for:

(a) Regulation 7.8 (NZX buy-in);

(b) Regulation 7.9 (Cash settlement in lieu of delivery); and

(c) Regulation 7.10 (General).

8. PROTECTION OF SHAREHOLDER BENEFITS