Terms & Conditions

Unlisted is a prescribed exempt financial product market.

References to “we” and “us” mean Efficient Market Services Limited, the company which provides this website and operates the Unlisted prescribed exempt financial product market.

References to “Unlisted”, “Unlisted Securities Exchange” and “USX” mean the Unlisted prescribed exempt financial product market.

By accessing this website you agree to the terms and conditions set out below. We reserve the right to change these terms and conditions at any time by placing a notice on this website at which time you will be deemed to be bound by any changes.

Content Ownership

All material contained on this website is protected by copyright and other intellectual property laws. All copyright and other intellectual property rights in this website and all material contained on this website is either owned by or has been licensed to USX. Any announcements posted on the website by companies with securities quoted on USX are the property of those companies.

Content Use

You may access any part of this website and download or copy material (but only by printing off individual pages on to paper) or download material onto disc for personal, non- commercial use only.

You may not remove any copyright, trademark or intellectual property notice contained in the original material from any material that you download or copy from this website. You are not granted any licence under any copyright, trademark or patent of USX or any other party.

You may not copy, distribute or use in any way any of the materials contained on the website for any commercial purpose whatsoever.

You may not create a database by systematically downloading substantial parts of this website. You may not use this website for any unlawful purpose or any purpose that infringes any of USX’s rights.

Links

Links to the USX website are not permitted other than to the Home Page, except with USX’s prior written permission. The USX website may include links to external websites. These links are provided to help you find additional information quickly and easily. USX accepts no responsibility for the quality or accuracy of these external websites. If you link to any third party website, it is solely at your own risk.

Links to the USX website from within a frameset definition are not allowed except with USX’s prior written permission. USX reserves the right to disable any such unauthorised links. USX accepts no responsibility for any third party website reached via any link to or from this website.

USX accepts no responsibility for any third party advertisements, logos or materials that appear on this website.

Access from countries other than New Zealand

This website is intended for access and use in New Zealand. USX has no responsibility for compliance with the laws of any other country.

If you access this website from a country other than New Zealand, you are responsible for compliance with laws of that country. You are not permitted to access this website from a country in which the contents of this website are unlawful.

Content Disclaimer

The content of this website is for general information only and does not constitute any form of advice or recommendation upon which a specific decision should be made. USX has taken steps to ensure the accuracy and currency of the materials contained on this website (except issuer announcements, as to which see below) but excludes any warranty, express or implied, as to quality, accuracy, timelines, completeness or fitness for a particular purpose of the material contained on this website. USX does not accept responsibility and will not be liable for any claims, penalties, loss, damages or expenses arising from the use or the inability to use this website or material on this website or from any unauthorised access or alteration to this website by any third parties. USX does not warrant that this website is error free or that access to this website, or any part of this website, will be uninterrupted.

Issuer Announcements Facility

Companies with securities quoted on USX have the ability to post company announcements and other information on this website. USX accepts no responsibility for any such announcement or other information posted on this website. In particular, USX does not give any representation or warranty as to the reliability, accuracy or completeness of such information. If you rely on any such information posted on this website, you do so at your own risk. You acknowledge and agree that USX will not be held responsible in any way for such information.

Exclusion of Liability

We are not liable to you for any loss or damage of any kind whatsoever arising out of or in connection with the access to or use of this website, the content (or any omission from content) of this website, any decision to trade (or not to trade) in securities quoted on USX or any reliance on any information on this website. This exclusion applies whatever the nature of loss or damage (including loss of profits, savings, revenue or business) and however liability might arise (including for breach of contract or in tort, including negligence).

Indemnity

You must indemnify us against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with you accessing or using the website, you relying on any of the content of this website or you breaching any of these terms and conditions.

Status of USX

USX operates under an exemption from subpart 7 of Part 5 of the Financial Markets Conduct Act 2013 (“the Act”) and certain conditions specified in the Exemption Notice.

USX is a financial product market operated by Efficient Market Services Limited (“EMS”) primarily for the trading of previously allotted securities of issuers (“USX Issuers”) by brokers, on behalf of their clients.

Issuers wishing to allot new securities will need to comply with all securities law requirements (e.g. issue a PDS). USX will not have any responsibility for ensuring compliance by USX Issuers with securities law. Trading in securities quoted on USX can only be undertaken via brokers.

Investors trading in securities quoted on USX trade at their own risk. USX is not accompanied by the investor protections which accompany a licensed financial product market. See below for more information on what this means for investors. Before an investor may trade (via a broker) in securities quoted on USX, the investor’s broker will require the investor to sign the USX Investor Information and Disclaimer form. Click here to view this document.

We are not liable to you for any loss or damage of any kind whatsoever arising out of or in connection with the access to or use of this website, the content (or any omission from content) of this website, any decision to trade (or not to trade) in securities quoted on USX or any reliance on any information on this website. This exclusion applies whatever the nature of loss or damage (including loss of profits, savings, revenue or business) and however liability might arise (including for breach of contract or in tort, including negligence).

What does the fact that USX is not a licensed financial product market mean?

USX is not subject to the same regulatory protections as a licensed financial product market.

Licensed financial product markets are required to have detailed rules relating to the governance and conduct of the issuers listed on the licensed financial product market (Listed Issuers), and the conduct of participating brokers. Compliance with those rules is monitored and enforced by the market operator. USX does not offer such protections.

The rules of licensed financial product markets are vetted, and can be disallowed, by the Financial Markets Authority (FMA). Licensed financial product markets are also subject to specific FMA monitoring. No such vetting or monitoring applies to USX. Listed Issuers are subject to a number of requirements under the Act. Issuers quoted on USX are NOT subject to these requirements. In particular:

(a) Insider trading: Trading by a person who, due to some connection with an issuer listed on a licensed financial product market, has material information not generally available is an offence. This is not the case on USX. Directors of USX Issuers are subject to the more limited insider trading restriction in the Companies Act.

(b) Market Manipulation: A person trading on a licensed financial product market is specifically prohibited from creating a false or misleading appearance with respect to trading in quoted financial products on that market. That is not the case for trading on USX, though fraud and misrepresentation are illegal, and Brokers who trade on USX have separate obligations (as Authorised Financial Advisers and registered financial service providers) to ensure fair dealing and no market manipulation.

(c) Continuous disclosure: Issuers listed on a licensed financial product market are required to inform the market of events and developments relevant to the price of their securities as they occur. USX Issuers are not subject to this requirement under the Act.

(d) Substantial holding disclosure: A person with an interest in 5% or more of the voting securities of an issuer listed on a licensed financial product market must disclose that fact, and any 1% changes in their holding, to the issuer and the licensed financial product market. This is intended to ensure disclosure of major interests and thereby to prevent abuse in transactions entered into by such persons. USX Issuer substantial security-holders and USX Issuers are not subject to this requirement under the Act.

(e) Director’s and senior managers relevant interest disclosure: Directors and senior managers of issuers listed on a licensed financial product market must promptly report their relevant interests in the issuer and any changes in these. USX Issuers are not subject to this requirement, but subject to the disclosure of interests obligations of the Companies Act.

Welcome to the new USX website and trading platform. We have made a number of changes to improve the overall performance of the platform and how users interact with the information about our market and issuers.

The first key change is that the web pages provide some information about the market and announcements but to access detailed information you need to be logged in.

To create a login please click on the Register Button on the landing page and complete the registration form and select the Investor role. You will then be sent a verification email. Once you select the Verify button in the email your browser will open the Registration Checklist. Please select the Onboarding Template and complete the onboarding form and Submit. We will then approve your registration and you will receive a confirmation email.

Once approved you can log on to the platform.

You can view the market watch page from the Market or Assets menu item. By selecting the Details button you will be able to see detailed issuer information including market depth, Issuer Profile and Announcements page for each Issuer.