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Chapman Tripp has welcomed amendment regulations to give companies discretion over whether to publish prospective financial information (PFI) when raising equity capital through initial public offerings (IPOs) in conjunction with listing on the NZX Main Board.
The change becomes effective on 12 June 2025.
“It will remove a disincentive to listing on the NZX,” said Chapman Tripp equity capital markets partner Roger Wallis.
“If issuers choose to publish PFI, they will no longer need to meet the prescriptive preparation and presentation requirements in Schedule 3 of the Financial Markets Conduct Regulations 2014. Instead, they can focus on forward-looking financial information of more use to investors, he said.
“There will be no requirement to prepare PFI in accordance with generally accepted accounting practice, but suitable investor protections will remain as issuers will still need to disclose the key assumptions behind their PFI information and why they have chosen to present it in the manner they have.”
Other key changes to capital market settings on the Government’s work programme for this year include:
- right-sizing thresholds for determining which listed companies need to publish climate-related disclosure (CRD), and removing directors’ personal liability for mistakes made in CRD, to better align with Australia and other markets
- modernising and streamlining some prescribed disclosure requirements in PDS and online Disclose disclosures for IPOs and new listings
- simplified ‘term-sheet’ disclosure for new financial products of higher ranking by seasoned equity and debt-issuers in place of a PDS
- a review of some director liabilities of listed issuers in the context of continuous disclosure, financial statement preparation, and in connection with IPOs
- capping of auditor liability, to better align with Australian auditor regulation, and
- changes to takeover laws based on non-contentious recommendations of the Takeovers Panel.
Cabinet decisions on CRD are expected by 30 June, the rest by December 2025.
Chapman Tripp welcomes the Government’s commitment to encourage greater participation in public markets by investors and to remove red tape for issuers and their boards.
