• Accounting Alert November 2020

Updates to NZX Market Rules and Guidance Note on Backdoor and Reverse Listing Transactions

NZX Market Rules Updated

The NZX has updated its Market Rules and the NZX Derivatives Procedures, including the NZX Listing Rules, after receiving approval from the Financial Markets Authority on 30 September 2020. These changes came into effect on Tuesday, 3 November. Further minor amendments have been made to the Market Rules which will apply from Thursday, 10 December 2020 as a result of the structural separation of NZX's commercial and regulatory roles going forward.

The relevant Rules and Procedures that have been updated are as follows:

The changes to the NZX Listing Rules are aimed at encouraging existing companies to list directly on the NZX. In particular the NZX Listing Rules have been updated to:

  • Remove the requirement for prospective financial information to be included in a Profile, and  
  • Introduce a framework for NZX Foreign Exempt Issuer applicants, to allow the NZX to prescribe the nature and content of Profiles for such applicants, through templates designed on a jurisdictional basis.  

You can access more information on these changes on the NZX website here.


Guidance Note – Backdoor and Reverse Listing Transactions

The NZX has released a Guidance Note paper for entities proposing to undertake Backdoor and Reverse Listing transactions.

Backdoor or Reverse Listing transactions are defined as a transaction, or series of related transactions, entered into by an Issuer which would result in a significant change:

(a) in the ownership of a majority of the Equity Securities carrying Votes, and

(b) either directly or indirectly, in the nature or scale of its activities, including through the acquisition of a new business.

The Guidance Note provides more information about the NZX’s requirements and the process to follow for these types of transactions and reflects the listing rules and law as at 3 November 2020.

You can access the Guidance Note here.


For more on the above, please contact your local BDO representative.