(c) ASIC Market Integrity Rules (Chi-X Australia Market-Capital) 2014.
1.1.4 Scope of these Rules
These Rules apply to:
(a) the activities or conduct of the Markets;
(b) the activities or conduct of persons in relation to the Markets; and
(c) the activities or conduct of persons in relation to financial products traded on the Markets,
as specified in each Chapter, Part or Rule.
1.1.4A Transitional
A person other than an NSXA AOP Participant does not have to comply with any provision of this instrument until 7 May 2018.
1.1.5 Entities that must comply with these Rules
The following entities must comply with these Rules:
(a) Market operators;
(b) Market Participants; and
(c) Other Regulated Entities;
as specified in each Rule.
1.1.6 Conduct by officers, Employees or agents
In these Rules, conduct engaged in on behalf of a person:
(a) by an officer, Employee, or other agent of the person, and whether or not within the scope of the actual or apparent authority of the officer, Employee, or other agent; or
(b) by any other person at the direction or with the consent or agreement (whether express or implied) of an officer, Employee, or other agent of the person, and whether or not the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the officer, Employee, or other agent,
is deemed to have been engaged in by the person.
1.1.7 State of mind of a person
(1) If for the purposes of these Rules in respect of conduct engaged in by a person, it is necessary to establish the state of mind of the person, it is sufficient to show that an officer, Employee, or other agent of the person, being an officer, Employee, or other agent by whom the conduct was engaged in and whether or not the conduct was within the scope of the actual or apparent authority of that officer, Employee, or other agent, had that state of mind.
(2) In subrule (1), a reference to the state of mind of a person includes a reference to the knowledge, intention, opinion, belief or purpose of the person and the person’s reasons for the person’s intention, opinion, belief or purpose.
Part 1.2 Waiver
1.2.1 Waiver of Rules
(1) Subject to Rule 1.2.3, ASIC may relieve any person or class of persons from the obligation to comply with a provision of these Rules, either generally or in a particular case or category, and either unconditionally or subject to such conditions as ASIC thinks fit.
(2) If any conditions on a waiver given under subrule (1) are imposed, all of the conditions must be complied with for the waiver to be effective.
(3) ASIC may withdraw, in writing, a waiver given under subrule (1) at any time.
(4) Any request by a person for a waiver under subrule (1) must be in writing.
(5) Any waiver given under subrule (1), and any conditions imposed on that waiver, must be in writing.
(6) ASIC may publish notice of a waiver given under subrule (1).
1.2.2 Compliance with conditions
Failure to comply with a condition imposed under Rule 1.2.1 is a contravention of this Rule.
1.2.3 Period during which relief applies
ASIC may specify the period or specific event during which any relief from an obligation to comply with a provision of these Rules may apply.
1.2.4 Register
(1) ASIC may establish and maintain a register for recording details of relief granted under Rule 1.2.1 and may enter the following details in the register:
(a) the date that the relief takes effect;
(b) the person or class of persons relieved from the obligation;
(c) the provision to which the relief applies;
(d) brief reasons for the relief; and
(e) any conditions that apply to the relief.
(2) ASIC may publish the register referred to in subrule (1).
Part 1.3 Notice, notification and service of documents
1.3.1 Market Participant to have email system
A Market Participant must acquire and maintain an operating email system for the purposes of receiving notices under these Rules.
1.3.2 Methods of giving notice in writing
Unless otherwise specified in a Rule, ASIC may give a notice under these Rules by any of the following methods:
(a) delivering it to the recipient personally;
(b) leaving it at or by sending it by courier or post to the address of the recipient last notified to ASIC;
(c) sending it by facsimile to the recipient’s facsimile number last notified to ASIC;
(d) a circular or bulletin addressed to a class of persons and delivered or communicated by any means permitted under this Rule;
(e) specific email by any method which identifies a person or person’s title as addressee and no notice of non-delivery has been received;
(f) broadcast email by any method which identifies the addressee and which, having regard to all the relevant circumstances at the time, was as reliable as appropriate for the purposes for which the information was communicated.
Part 1.4 Interpretation
1.4.1 References to time
In these Rules a reference to time is to the time in Sydney, Australia.
1.4.2 Words and expressions defined in the Corporations Act
Words and expressions defined in the Corporations Act will unless otherwise defined or specified in these Rules or the contrary intention appears, have the same meaning in these Rules.
1.4.3 Definitions
AQUA Product means a financial product which is:
a financial product issued by or provided pursuant to a Managed Fund;
an ETF Security; or
a Structured Product,
which is admitted to Trading Status as an AQUA Product or to the AQUA Quote Display Board.
AQUA Product Issuer means an entity which issues, distributes or makes available AQUA Products and which has been admitted as an AQUA Product Issuer.
AQUA Quote Display Board means the facility provided by a Market operator for AQUA Product Issuers and Trading Participants to advertise their interest in acquiring or disposing of AQUA Products.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691).
ASX Market means the financial market operated by ASX under Australian Market Licence (ASX Limited) 2002.
Automated Order Processing means the process by which orders are registered in a Trading Participant’s system and, if accepted for submission into a Trading Platform by the Trading Participant, submitted as corresponding Trading Messages without being keyed or rekeyed by a DTR.
Business Day means a day other than a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day or Boxing Day.
Cash Market Product means an Equity Market Product, a Quoted Product, a Warrant admitted to Trading Status, an AQUA Product admitted to Trading Status or to the AQUA Quote Display Board, a CGS Depository Interest admitted to Trading Status and any other product that a Market operator authorises for trading on its Trading Platform as a Cash Market Product.
CGS Market means a financial market:
on or through which offers to acquire or dispose of CGS Depository Interests are made or accepted;
(b) the operator of which is licensed under subsection 795B(1) of the Corporations Act; and
(c) the operator of which has entered into contractual arrangements with the Australian Office of Financial Management to offer trading services in CGS Depository Interests.
CHESS Depositary Interest has the meaning given to the term “CDI” by rule 2.13.1 of the operating rules of ASX Settlement Pty Limited (ACN 008 504 532).
Chi-X Australia means Chi-X Australia Pty Ltd (ACN 129 584 667).
Chi-X Market means the market operated by Chi-X Australia under Australian Market Licence (Chi-X Australia Pty Ltd) 2011.
Clearing Facility means, in relation to a transaction, the clearing and settlement facility, if any, within the meaning of section 761A of the Corporations Act, through which the transaction has been or will be cleared.
Clearing Participant means a person admitted as a participant under the Clearing Rules.
Clearing Rules means:
(a) in relation to a particular Clearing Facility, the operating rules, procedures, practices, directions, decisions and requirements of that Clearing Facility;
(b) in relation to a particular Clearing Participant, the rules of the Clearing Facility to which that Clearing Participant is subject.
Corporations Act means the Corporations Act 2001 (Cth).
Derivatives Market Contract means a Futures Market Contract, an Options Market Contract and any other contract that a Market operator authorises for trading on its Trading Platform as a Derivatives Market Contract.
Derivatives Market Transaction means a transaction between Trading Participants for one or more Derivatives Market Contracts.
DTR means a representative of a Trading Participant who has been authorised by the Trading Participant to submit Trading Messages to a Trading Platform on behalf of the Trading Participant.
Employee in relation to a Market Participant includes a director, employee, officer, agent, representative, consultant or adviser of that Market Participant, or an independent contractor who acts for or by arrangement with a Market Participant.
Equity Market Product means:
(a) a share in a body;
(b) a financial product referred to in subparagraph 764A(1)(b)(i) or subparagraph 764A(1)(ba)(i) of the Act; or
(c) a right (whether existing or future and whether contingent or not) to acquire, by way of issue, the following under a rights issue:
(i) a share covered by paragraph (a); or
(ii) a financial product covered by paragraph (b); or
(d) a CHESS Depositary Interest,
admitted to quotation under a Market’s operating rules, but does not include a CGS Depository Interest.
Equity Securities means:
(a) shares in a body corporate or an unincorporated body other than redeemable preference shares which are Loan Securities in accordance with paragraph (c) of the definition of Loan Securities; or
(b) interests in a managed investment scheme, except those referred to in paragraph (d) of the definition of Loan Securities; or
(c) renounceable and non-renounceable rights to subscribe for Securities other than Loan Securities; or
(d) options over unissued Securities other than Loan Securities; or
(e) convertible notes; or
(f) any Securities which are determined to be Equity Securities by the operator of a Market on which those Securities are able to be traded in accordance with the operating rules of the Market,
(g) but does not include Options Market Contracts, or Securities determined to be Loan Securities by the operator of a Market where those financial products are able to be traded in accordance with the operating rules of the Market.
ETF means a Managed Fund:
(a) the Equity Securities of which are:
(i) listed on a Market;
(ii) able to be traded on a Market; or
(iii) admitted to Trading Status as an AQUA Product or to the AQUA Quote Display Board;
(b) with power and approval to continuously issue and have quoted on the relevant Market, Equity Securities in the Managed Fund;
(c) which provides for the issue of new Equity Securities in return for the subscriber transferring to the Managed Fund a portfolio of Securities, cash or a combination of Securities and cash; and
(d) for which the price of the Underlying Instrument is continuously disclosed or can be immediately ascertained.
ETF Security means a financial product issued by or provided pursuant to an ETF.
(b) the person has the ability to remove the trustee of the trust and replace that trustee with his or her own nominee.
Futures Market Contract means a contract on the terms of a Futures Series.
Futures Series means a set of contractual terms on which futures contracts are authorised for trading by a Market operator.
Immediate Family in relation to a person, means that person’s spouse and any non-adult children.
IR Plus Market means the market operated by IR Plus Securities Exchange Limited (ACN 087 708 898) under Australian Market Licence (IR Plus Securities Exchange Limited) 2002.
Issuer means, in relation to a Cash Market Product, an Equity Market Product or other financial product able to be traded on a Market, the legal entity which issues the relevant product.
Loan Securities means:
(a) debentures, stocks or bonds issued or proposed to be issued by a government; or
(b) debentures of a body corporate or an unincorporated body; or
(c) redeemable preference shares which have a fixed and certain date for redemption, other than shares having a participating entitlement to rights or options referred to in paragraphs (c) and (d) of the definition of Equity Securities; or
(d) interests in a managed investment scheme, relating to a financial or business undertaking or scheme, common enterprise or investment contract, the trustee or representative or responsible entity of which only invests in or acquires one or more of Loan Securities, mortgages and cash; or
(e) in relation to a Market, any Securities which are determined to be Loan Securities by the operator of the Market on which those Securities are able to be traded in accordance with the operating rules of the Market,
but does not include Options Market Contracts or, in relation to a Market, Securities determined to be Equity Securities by the operator of the Market where those financial products are able to be traded in accordance with the operating rules of the Market.
Managed Fund means:
(a) a managed investment scheme which is a registered managed investment scheme pursuant to section 601EB of the Corporations Act or a managed investment scheme which ASIC has exempted from those registration requirements; or
(b) a foreign company which has the economic features of a managed investment scheme, namely:
(i) investors contribute money or money’s worth to acquire rights to benefits produced by the collective investment;
(ii) contributions of investors are to be pooled, or used in a common enterprise, to produce financial benefits, or benefits consisting of rights or interests in property, for investors holding financial products in the collective investment; and
(iii) investors holding financial products issued in the collective investment do not have day to day control over the operation of the collective investment.
Market means any of the following:
(a) the ASX Market;
(b) the Chi-X Market;
(c) the IR Plus Market;
(d) the NSXA Market;
(e) the SSX Market.
NSXA means National Stock Exchange of Australia Limited (ACN 000 902 063).
NSXA AOP Participant means a Participant of the NSXA Market that has either:
(a) given to ASIC an AOP Initial Certification in respect of the NSXA Market under Rule 5.6.6 of the ASIC Market Integrity Rules (Securities Markets) 2017; or
(b) used its systems for Automated Order Processing in relation to the NSXA Market.
NSXA Market means the market operated by NSXA under Australian Market Licence (National Stock Exchange of Australia Limited) 2002.
Official Quotation, in relation to financial products, means admission to quotation by a Market operator under the listing rules of that Market.
Option Series means a set of contractual terms on which options are authorised by a Market operator for trading on its Market.
Options Market Contract means a contract on the terms of an Option Series.
Order means, unless the contrary intention appears:
(a) in relation to Cash Market Products, an instruction to purchase or sell Cash Market Products, or an instruction to amend or cancel a prior instruction to purchase or sell Cash Market Products;
(b) in relation to Derivatives Market Contracts, an instruction to enter into a Derivatives Market Transaction, or an instruction to amend or cancel a prior instruction to enter into a Derivatives Market Transaction; and
(c) in relation to other financial products, an instruction to purchase or sell financial products, or an instruction to amend or cancel a prior instruction to purchase or sell financial products.
Other Regulated Entities means entities prescribed by regulations made for the purposes of paragraph 798H(1)(c) of the Corporations Act, that must comply with these Rules.
Participant, in relation to a Market, means a person who is allowed to directly participate in the Market under the operating rules of the Market other than as a recognised affiliate.
Pre-Commencement Market Integrity Rules means:
the ASIC Market Integrity Rules (APX Market-Capital) 2014;
(b) the ASIC Market Integrity Rules (ASX Market-Capital) 2014; and
(c) the ASIC Market Integrity Rules (Chi-X Australia Market-Capital) 2014.
Principal Trader means a Market Participant with Trading Permission for one or more Products which limits it to trading on its own behalf.
Product means a Cash Market Product or a Derivatives Market Contract, as applicable.
Quoted Product means a financial product that has been granted Official Quotation.
Rules means these market integrity rules.
Security or security means:
(a) a security within the meaning of section 761A of the Corporations Act; or
(b) a managed investment product.
SSX means Sydney Stock Exchange Limited (ACN 080 399 220).
SSX Market means the market operated by SSX under Australian Market Licence (Sydney Stock Exchange Limited) 2004.
Structured Product means a Security or derivative:
(a) which gives the holder financial exposure to the performance of one or more Underlying Instruments;
(b) the value of which is linked to the performance of those Underlying Instruments; and
(c) whereby investors do not have day to day control over the operation of the entity which issues or provides the Security or derivative.
Terms of Issue means, in relation to Warrants, rights, conditions and obligations of the Warrant-Issuer and the holder of the Warrant.
Trading Messages means those messages submitted into a Trading Platform relating to trading functions, such as orders, amendment or cancellation of orders and the reporting or cancellation of Market transactions on the Trading Platform.
Trading Participant means a Market Participant which has Trading Permission in respect of one or more financial products.
Trading Permission means the right to submit Trading Messages in a Trading Platform.
Trading Platform means a facility made available by a Market operator to Market Participants of the relevant Market for the entry of Trading Messages, the matching of Orders, the advertisement of invitations to trade and the reporting of transactions.
Trading Status means authorisation by a Market operator or a CGS Market operator for a financial product to be traded on the relevant Market or CGS Market.
Underlying Instrument means:
(a) in relation to Option Series and Futures Series, the instrument which underlies that Option Series or Futures Series;
(b) in relation to Warrants means the financial product, index, foreign or Australian currency or commodity which underlies that Warrant; and
(c) in relation to AQUA Products and other financial products, means the financial product, index, foreign or Australian currency, commodity or other point of reference for determining the value of the relevant product.
Warrant has the meaning given by regulation 1.0.02 of the Corporations Regulations 2001.
Warrant-Issuer means an entity approved by a Market operator to issue Warrants.
Part 1.5 Participants of multiple Markets
1.5.1 Participants may rely on notifications
Where these Rules require a Market Participant to give to ASIC any document (however described) in relation to the Market Participant for a Market, the Market Participant may give to ASIC the same document in relation to more than one Market, provided that:
(a) the Market Participant has notified ASIC in writing that it intends to comply with these Rules by relying on that document, or on documents of that kind, in relation to each Market to which the document applies; and
(b) the document contains all of the information that would be required to be in the document if it were given separately in relation to each Market.
Part 1.6 Transitional
1.6.1 Status of notifications and certifications given by a Market Participant under the Pre-Commencement Market Integrity Rules
(1) This Rule applies if:
(a) a Market Participant gave ASIC a written notification or certification under the Pre-Commencement Market Integrity Rules; and
(b) the notification or certification has not been withdrawn or otherwise ceased to have effect; and
(c) the power or obligation in the Pre-Commencement Market Integrity Rules to give the notification or certification is incorporated under a corresponding provision in these Rules.
(1A) For the purposes of this Rule, a provision (old provision) of the Pre-Commencement Market Integrity Rules corresponds to a provision (new provision) of these Rules (and vice versa) if the old provision and the new provision are substantially the same.
(1B) For the purposes of subrule (1A), differences of all or any of the following kinds are not sufficient to mean that two provisions are not substantially the same:
(a) differences in the numbering of the provisions;
(b) differences of a minor technical nature (for example, differences in punctuation, or differences that are attributable to the correction of incorrect cross-references);
(c) the fact that one of the provisions refers to a corresponding previous law and the other does not;
(d) other differences that are attributable to the fact that these Rules apply to more than one Market.
(2) The notification or certification:
(a) is taken to have been given to ASIC by the Market Participant under the corresponding provision in these Rules; and
(b) will continue in its existing form, and continue to have the same effect under these Rules, as when given under the Pre-Commencement Market Integrity Rules.