15 MAY 2009 SHORT FORM REGISTERED PROSPECTUS

AND INVESTMENT STATEMENT

NZX LIMITED

For the public offer

of Shares on the basis
of one New Share
for every five existing
shares held in NZX
Limited at $4 per New
Share, by way of a pro
rata renounceable offer
to New Zealand and
Australian resident
Shareholders.

IMPORTANT INFORMATION
(The information in this section is required under the
Securities Act 1978).
Investment decisions are very important. They often have
long-term consequences. Read all documents carefully.
Ask questions. Seek advice before committing yourself.
CHOOSING AN INVESTMENT
When deciding whether to invest, consider carefully the answers
to the following questions that can be found on the pages noted
below:
• WHAT SORT OF INVESTMENT IS THIS? (page 18)
• WHO IS INVOLVED IN PROVIDING IT FOR ME? (page 19)
• HOW MUCH DO I PAY? (page 20)
• WHAT ARE THE CHARGES? (page 20)
• WHAT RETURNS WILL I GET? (page 20)
• WHAT ARE MY RISKS? (page 21)
• CAN THE INVESTMENT BE ALTERED? (page 28)
• HOW DO I CASH IN MY INVESTMENT? (page 29)
• WHO DO I CONTACT WITH ENQUIRIES ABOUT MY
INVESTMENT? (page 29)
• IS THERE ANYONE TO WHOM I CAN COMPLAIN IF I HAVE
PROBLEMS WITH THE INVESTMENT? (page 29)
• WHAT OTHER INFORMATION CAN I OBTAIN ABOUT THIS
INVESTMENT? (page 30)
ENGAGING AN INVESTMENT ADVISER
An investment adviser must give you a written statement that
contains information about the adviser and his or her ability to
give advice. You are strongly encouraged to read that document
and consider the information in it when deciding whether or not to
engage an adviser.
Tell the adviser what the purpose of your investment is. This is
important because different investments are suitable for different
purposes, and carry different levels of risk.
The written statement should contain important information
about the adviser, including -
• relevant experience and qualifications, and whether dispute
resolution facilities are available to you; and
•
what types of investments the adviser gives advice about; and
• whether the advice is limited to investments offered by one
or more particular financial institutions; and
• information that may be relevant to that adviser’s character,
including certain criminal convictions, bankruptcy, any
adverse findings by a court against the adviser in a
professional capacity, and whether the adviser has been
expelled from, or prohibited from joining, a professional
body; and
• any relationships likely to give rise to a conflict of interest.
The adviser must also tell you about fees and remuneration
before giving you advice about an investment. The information
about fees and remuneration must include:
•
the nature and the level of fees you will be charged for
receiving the advice; and
• whether the adviser will or may receive a commission or
other benefit from advising you.
An investment adviser commits an offence if he or she does not
provide you with the information required.
This document is a combined short form registered prospectus
and investment statement prepared under the Securities Act
and the Securities Regulations as at and dated 15 May 2009 and
relates to an offer to NZX’s New Zealand and Australian resident
Shareholders of new ordinary shares in NZX Limited.
The information required to be contained in investment
statements is set out above under the heading “Important
Information” and under the heading “Answers to Important
Questions on pages 18 to 30.
A copy of this document, signed by or on behalf of the Directors,
together with copies of the documents required by section 41 of
the Securities Act 1978, has been delivered to the Registrar of
Companies for registration under section 42 of the Securities Act
1978. The documents accompanying this document on lodgement
for registration were the most recent audited financial statements
of NZX Limited (prepared as at 31 December 2008), and the
authorities for agents to sign the prospectus on behalf of the
Directors as required by section 41(b)(i) of the Securities Act.
SHORT FORM REGISTERED
PROSPECTUS AND
INVESTMENT STATEMENT

TABLE OF
CONTENTS

A. CHAIRMAN’S LETTER 2

B. OFFER SUMMARY 4

C. TERMS OF THE RIGHTS ISSUE 8

D. NZX’S BUSINESS 13

E. ACQUISITIONS 14

F. ANSWERS TO IMPORTANT QUESTIONS 18

G. STATUTORY INFORMATION 31

H. DIRECTORS’ STATEMENT 33

I. GLOSSARY OF TERMS 34

J. CORPORATE DIRECTORY 36

APPENDIX - ANNUAL REPORT NOTICE

PAGE 2

CHAIRMAN’S LETTER

A. CHAIRMAN’S
LETTER

Dear Shareholder,

NZX CAPITAL RAISING

On behalf of the Directors of NZX, I am pleased to offer you the

chance to share in our continued growth. NZX is seeking to raise
up to $20.55 million by way of a one for five pro rata renounceable
rights issue to its New Zealand and Australian resident Shareholders
(the Offer or the Rights Issue). The Offer seeks to ensure NZX is well
capitalised to take advantage of growth and acquisition opportunities.

Under the Rights Issue, eligible Shareholders will be able to

subscribe for New Shares at $4 per New Share. The number of
New Shares to which each Shareholder is entitled is set out in the
accompanying personalised Rights Entitlement and Acceptance Form.

The NZX Board is confident that the current environment presents

a range of sound business opportunities for companies that are
positioned to take advantage of them. NZX is assessing a number
of these. The most developed are proposals to:

a) acquire the energy and related assets of the Marketplace

Company Limited (M-co);
b) acquire the assets of the agricultural media publication busi-
ness, Country-Wide Publications Limited (Country-Wide); and
c) acquire a 50.1% shareholding in NSX Limited (NSX).

NZX intends to use the proceeds from the Rights Issue in

conjunction with drawings on bank facilities to fund any of the M-co,
Country-Wide and / or NSX purchases (“Acquisitions”) and
any other opportunities which proceed. As announced to the
market, NZX has entered into a conditional sale and purchase
agreement with M-co, and an unconditional sale and purchase
PAGE 3
CHAIRMAN’S LETTER
agreement with Country-Wide. The acquisition of 50.1%
of NSX is subject to NSX shareholder approval which is
expected to be determined in June 2009. Satisfaction of
conditions and other settlement matters together with
discussions on other opportunities will proceed in parallel
with the Rights Issue. NZX is confident that at least one
of the proposed Acquisitions will proceed. However, if this
proves not to be the case, the proceeds of the Rights Issue
may be used for the general corporate purposes of NZX
including funding other initiatives. Summary details of
the Acquisitions are included below with further details,
including NZX’s rationale for pursuing these initiatives,
provided on page 14 ‘Acquisitions’ and on page 21 ‘What
are my Risks?’.
M-co is a privately held company located in Wellington
that is in the business of designing, building and operating
innovative marketplaces for complex goods and services.
The company has particular expertise in energy markets
(electricity and gas) and over the years has developed a
number of software platforms for bid and offer; clearing
and settlement; billing; and reconciliation systems.
The acquisition of M-co complements the current NZX
markets’ business and strategy.
Country-Wide is a privately held company located in
Feilding, that produces agricultural news and information
publications, predominantly targeted at the farming
sector. Country-Wide’s publications have consistently
been rated number one or number two in the country by
Colmar Brunton surveys of rural readership, and these
publications reach virtually all of the estimated 86,000
farmers in New Zealand.
NSX operates the National Stock Exchange and Bendigo
Stock Exchange in Australia. The former is an established
market for small to medium sized enterprises, which
provides an efficient mechanism to mobilise growth capital
for these listed entities. The latter is a market servicing
community enterprises, mainly community banks. In the
last five years, NSX has sought to differentiate itself
through targeting new products and market offerings for
small, high growth businesses. Australia has five licensed
exchanges; two of these licences are held by NSX. NSX
listed on the ASX (ASX:NSX) in January 2005 and is
regulated by the Australian Securities and Investments
Commission (ASIC).
NZX sits at the heart of the New Zealand capital markets,
and can be seen as a barometer for the future prospects
of the broader economy. We have successfully diversified
our business, at the same time strengthening our core
markets functions, which is standing us in good stead for
continued strong financial performance. We aim to
enhance this resilience by expanding our business as
opportunities arise.
We encourage Shareholders to read this Offer Document
carefully and we commend the investment opportunity to you.
Yours faithfully
ANDREW HARMOS | CHAIRMAN
PAGE 4

OFFER SUMMARY

B. OFFER
SUMMARY

NZX Limited (NZX or the Company) is seeking to raise up to $20.55 million by way of a one for five pro rata
renounceable rights issue to its New Zealand and Australian resident Shareholders. Under the Rights Issue,
eligible Shareholders will be entitled to subscribe for New Shares at a price of $4 per New Share. The
number of New Shares to which each Shareholder is entitled is set out in the accompanying personalised
Rights Entitlement and Acceptance Form.

The Company will use the proceeds from the Rights Issue to fund the Acquisitions and other NZX initiatives
including acquisitions of appropriate businesses as they arise.

Capitalised terms used in this Offer Document are defined in the “Glossary” (on page 34).

All references to time in this Offer Document are references to New Zealand time.

DESCRIPTION OF THE OFFER

The right to subscribe for one New Share

Shareholder entitlement to Shares
for every five Existing Shares

Issue price $4 per New Share

Maximum number of New Shares to be issued on completion 5,137,810

of the Offer (assuming 100% of Rights are taken up)

Maximum issue size $20,551,240

Shares on issue on the Record Date 25,677,048

Shares on issue on completion of the Offer (assuming 100% 30,814,858

of Rights are taken up).

Adjustments have been made for fractional entitlements. The actual figures are likely to be lower than those
shown in the table above.
PAGE 5

OFFER SUMMARY

The number of shares on issue at the Record Date includes
shares held beneficially by NZX employees under the
three NZX employee share schemes. These schemes are
explained further on page 10. These scheme shares
are beneficially held by NZX employees and have not yet
vested to those employees. As such they are not included
entitled to subscribe for one New Share for every five
Existing Shares held (Rights Entitlement).
The subscription price payable is $4 per New Share,
payable in full on application.
The Rights are renounceable. They may be sold or

in the total shares quoted as on issue on the NZSX market. transferred by Shareholders.

However, as these shares are eligible to participate in
the Offer, they have been included in the total shares on
issue listed in the table above. The number of shares on
issue is used to calculate the maximum number of New
Shares to be issued, maximum issue size and shares
on issue on completion of the Offer. It should be noted
that the inclusion of the employee scheme shares in the
numbers for the Offer leads to a difference between the
number of shares on issue as quoted to the NZSX market
and the number of shares on issue contained in this Offer
Document.
Under the Offer, New Zealand or Australian resident
Shareholders who are recorded on NZX’s register on the
Record Date as at 5.00pm, Tuesday 26 May 2009 are
Shareholders may not apply for New Shares in excess
of their Rights Entitlement. Shareholders who wish
to increase their shareholding further may purchase
additional Rights or ordinary shares on the NZSX market.
New Shares issued on completion of the Rights Issue will
(as at the date of issue) rank equally in all respects with
Existing Shares.
Trading in the Rights on the NZSX market is open from
Wednesday 27 May until 5.00pm, Monday 15 June 2009.
Full details of the Offer, including how Shareholders may
apply for New Shares, are detailed in section C, “Terms of
the Rights Issue” on page 8.

OFFER TIMETABLE

Record date for the calculation of Rights Entitlements 5.00pm, Tuesday 26 May 2009

NZX Shares quoted ex-rights on the NZSX market and Rights trading commences Wednesday 27 May 2009

Rights Entitlement and Acceptance Forms and Offer Document sent to Shareholders Friday 29 May 2009

Rights trading ceases 5.00pm, Monday 15 June 2009

Closing date for receipt of acceptances and money and renunciations of Rights 5.00pm, Wednesday 17 June 2009

New Shares allotted on completion of the Rights Issue By Wednesday 24 June 2009

Expected date of quotation and trading of New Shares on the NZSX market Thursday 25 June 2009

Statements of holdings sent to Shareholders By Wednesday 1 July 2009

PAGE 6
OFFER SUMMARY
QUOTATION ON THE NZSX
Application has been made to the Special Division that
regulates NZX for permission to list the Rights being
offered. The listing requirements of NZX that can be
complied with on or before the date of this Offer Document
have been duly complied with. However, the Special
Division accepts no responsibility for any statement in this
Offer Document. Quotation of the Rights will occur on
the NZSX Market on Wednesday 27 May 2009 under NZX
Code NZXRB.
The New Shares have been accepted for listing by the
Special Division that regulates NZX and will be quoted
upon completion of allotment procedures. However,
the Special Division accepts no responsibility for any
statement in this Offer Document. The New Shares will
be allotted and statements of holdings sent out as soon
as practicable after the Offer closes but in any event
allotment will occur no later than Wednesday 24 June
2009, and statements of holding will be sent out by
Wednesday 1 July 2009.
AUDITED FINANCIAL STATEMENTS
For a copy of the 31 December 2008 audited financial
statements, please refer to the Company’s website
(www.nzx.com/about_nzx/investor_relations) or the
New Zealand Companies Office (www.companies.govt.nz).
The Company’s audited financial statements for the year
ended 31 December 2008, together with all reports
required to be annexed to such statements, were released
to the market on 23 February 2009. A notice under section
209 of the Companies Act, providing that Shareholders
may receive a copy of the Annual Report free of charge
upon request, was sent to all Shareholders on 31 March
2009. Attached to this Offer Document is a notice
required by clause 6(1)(b)(ii) of the Securities Act (Short
Form Prospectus) Exemption Notice 2009. Shareholders
may obtain a copy of the Annual Report containing NZX’s
latest audited financial statements by following the
instructions in that notice.
SHAREHOLDING LIMITS
No person (whether a Shareholder or a person to whom
Rights have been transferred) will be entitled to take up
Rights and subscribe for New Shares if that would cause
the 10% shareholding limit which applies to NZX to be
breached. For further details see page 9.
IMPORTANT NOTICE TO OVERSEAS SHAREHOLDERS
The Offer is available only to Shareholders with registered
addresses in New Zealand or Australia whose names
appear on the Company’s share register as at the Record
Date.
Because of the costs and complexity of complying with
the legal requirements to enable the Offer to be extended
to overseas Shareholders, the Offer is not available to
Shareholders who are resident in jurisdictions outside
New Zealand or Australia, and those Shareholders are
not eligible to receive the Rights offered under this Offer
Document. The Rights offered under this Offer which
Shareholders who are resident in jurisdictions outside
New Zealand or Australia would otherwise receive will be
issued to the Nominee (Nominee) who will endeavour to
sell those Rights, hold the proceeds on trust, and account
to those Shareholders (net of costs) for the proceeds.
Shareholders who are not resident in New Zealand or
Australia and who hold their shares through a New
Zealand or Australian resident nominee should not allow
their nominee to accept the Offer if to do so would cause
the Offer to be contrary to the laws of their country of
residence. Such Shareholders can request an NZX Firm
to sell their Rights Entitlement for them on the NZSX
market. A list of NZX Firms and contact details can be
found at http://www.nzx.com/investing/find_a_broker.
Any person resident in a jurisdiction outside New Zealand
or Australia who exercises Rights (and thereby applies
for New Shares) through a New Zealand or Australian
resident nominee will be deemed to have represented and
warranted to NZX that the Offer can be lawfully made to
their nominee pursuant to this Offer Document.
PAGE 7
OFFER SUMMARY
WARNING STATEMENTS FOR AUSTRALIAN
SHAREHOLDERS
a) This offer to Australian investors is a recognised
offer made under Australian and New Zealand law.
In Australia, this is Chapter 8 of the Corporations
Act 2001 and Regulations. In New Zealand, this is
Part 5 of the New Zealand Securities Act 1978 and
the Securities (Mutual Recognition of Securities
Offerings) Regulations 2008.
b) This offer and the content of the Offer Document are
principally governed by New Zealand, rather than
Australian, law. In the main, the New Zealand Securi-
ties Act 1978 and New Zealand Securities Regulations
1983 set out how the offer must be made.
c) There are differences in how securities and financial
products are regulated under New Zealand, as
opposed to Australian, law. For example, the dis-
closure of fees for managed investment schemes
is different under New Zealand law.
d) The rights, remedies and compensation arrangements
available to Australian investors in New Zealand
securities and financial products may differ from the
rights, remedies and compensation arrangements
for Australian securities and financial products.
e) Both the Australian and New Zealand securities
regulators have enforcement responsibilities in
relation to this offer. If you need to make a complaint
about this offer, please contact the Australian
Securities and Investments Commission (ASIC).
The Australian and New Zealand regulators will
work together to settle your complaint.
f) The taxation treatment of New Zealand securities
and financial products is not the same as that for
Australian securities and products.
g) If you are uncertain about whether this investment is
appropriate for you, you should seek the advice of an
appropriately qualified financial adviser.
h) The offer may involve a currency exchange risk.The
currency for the security or financial product is in
dollars that are not Australian dollars. The value of
the security or financial product will go up and down
according to changes in the exchange rate between
those dollars and Australian dollars. These changes
may be significant.
i) If you receive any payments in relation to the security
or financial product that are not in Australian dollars,
you may incur significant fees in having the funds
credited to a bank account in Australia in Australian
dollars.
j) If the security or financial product is able to be traded
on a financial market and you wish to trade the
security or financial product through that market, you
will have to make arrangements for a participant in
that market to sell the security or financial product
on your behalf. If the financial market is a foreign
market that is not licensed in Australia (such as a
securities market operated by NZX Limited) the way
in which the market operates, the regulation of
participants in that market and the information
available to you about the security or financial
product and trading may differ from Australian
licensed markets.
k) Continuous disclosure notices that relate to the offer
are available at www.nzx.com.
l) The financial market on which rights under the offer,
and shares issued pursuant to those rights, will
be quoted is the main board equity security market
operated by NZX Limited.
PAGE 8

TERMS OF THE RIGHTS

ISSUE

C. TERMS OF
THE RIGHTS
ISSUE
THE RIGHTS ISSUE IS AVAILABLE TO SHAREHOLDERS RESIDENT
IN NEW ZEALAND AND AUSTRALIA ONLY.

THE OFFER

The Offer is a renounceable pro rata offer to New Zealand

and Australian resident Shareholders of up to 5,137,810 New
Shares (in aggregate), representing an aggregate issue price of
up to $20,551,240. Final amounts may vary due to the factors
set out on pages 4 and 5.

The New Shares are being offered to Shareholders on the basis

of one (1) New Share for every five (5) Existing Shares held on the
Record Date.

The Rights are renounceable, meaning that a Shareholder may

sell or transfer any or all of their Rights Entitlement.

Further information about how Shareholders can accept or sell

(all or part of) their Rights Entitlement (including the requirements
as to Minimum Holdings) is set out below under the heading
“Rights Issue Action to be taken by Shareholders”.

RIGHTS EXERCISE PRICE

The price payable by Shareholders who wish to take up their

Rights is $4 per New Share, payable in full on application.

OFFER PERIOD

The Rights granted in respect of New Shares will be quoted

and trade on the NZSX market under NZX Code NZXRB from
Wednesday 27 May 2009 until 5.00pm on Monday 15 June 2009.
PAGE 9
TERMS OF THE RIGHTS
ISSUE
Offers of New Shares made to Shareholders under the
Rights Issue are open for acceptance from Friday 29 May
2009 until 5.00pm, Wednesday 17 June 2009 (the Closing
Date). The Company is not required to accept acceptances
or renunciations of Rights after the Closing Date.
If the Share Registrar receives, on or before the Closing
Date, a renunciation and an acceptance in respect of the
same Rights from the same person, the renunciation will
take priority over the acceptance, regardless of the order
in which the renunciation and acceptance are received.
NZX has the right to extend the Closing Date at its discretion,
subject to a memorandum of amendment being registered
with the Registrar of Companies under section 43(1) of the
Securities Act.
RANKING OF NEW SHARES
New Shares issued on exercise of the Rights and completion
of the Offer will be fully paid and rank pari passu (equally)
in all respects with other fully paid NZX shares.
YOUR RIGHTS ENTITLEMENT
The Rights Entitlement of each Shareholder is shown on
the personalised Rights Entitlement and Acceptance Form
which accompanies this Offer Document.
Fractional Rights Entitlements, if any, will be rounded up
in calculating each Rights Entitlement.
Shareholders may NOT apply for a greater number of New
Shares than is represented by their Rights Entitlement
(set out on their Rights Entitlement and Acceptance Form).
Shareholders are, however, entitled to buy some or all
of another Shareholder’s Rights Entitlement through the
Rights trading process (described further below), or buy
additional ordinary shares.
TRADING OF RIGHTS
Shareholders may purchase additional Rights or sell
their Rights on the NZSX market. Shareholders are
advised to contact an NZX Firm if they wish to do that.
A list of such NZX Firms can be found at:
http://www.nzx.com/investing/find_a_broker.
The Rights granted in respect of New Shares will be
quoted and trade on the NZSX Market under NZX Code
NZXRB from Wednesday 27 May 2009 until 5.00pm on
Monday 15 June 2009.
Application has been made to the Special Division that
regulates NZX for permission to list the Rights being
offered. The listing requirements of NZX that can be complied
with on or before the date of this Offer Document have been
duly complied with. However, the Special Division accepts
no responsibility for any statement in this Offer Document.
The New Shares have been accepted for listing by the
Special Division that regulates NZX and will be quoted
upon completion of allotment procedures. However, the
Special Division accepts no responsibility for any statement
in this Offer Document. The New Shares will be allotted
and statement of holdings sent out as soon as practicable
after the Offer closes, but in any event allotment will
occur no later than Wednesday 24 June 2009, and statements
of holding will be sent out by Wednesday 1 July 2009.
10% CAP - PROHIBITION UPON ANY SHAREHOLDER’S
HOLDING
The NZX Constitution and the Securities Markets Act prohibit
any person from having a relevant interest in more than
10% of the voting securities of NZX or holding or controlling
more than 10% of the voting rights in NZX without
government approval, the approval of a special resolution
of NZX Shareholders, and the approval of the Board.
PAGE 10
TERMS OF THE RIGHTS
ISSUE
The prohibition extends to voting securities of people
acting jointly or in concert, and the voting rights of
associates. A full description of the prohibitions is set
out in the NZX Constitution and the Securities Markets
Act. A copy of the NZX Constitution is available on the
Companies Office website at www.companies.govt.nz.
No person (whether a Shareholder or a person to whom
Rights have been transferred) will be entitled to take up
Rights and subscribe for New Shares if that would cause
the prohibitions in the NZX Constitution or the Securities
Markets Act to be breached.
OVERSEAS SHAREHOLDERS
This Offer is open only to Shareholders with a registered
address in New Zealand or Australia on the Record Date
(5.00pm on Tuesday 26 May 2009). Those Shareholders
on the Record Date with a registered address in any
other jurisdiction will not be able to take up their Rights
Entitlement. However, NZX will provide a facility for
all Shareholders resident in jurisdictions outside New
Zealand or Australia, such that the Rights Entitlements
that would otherwise be granted to them will be allotted to
the Nominee, who will use reasonable endeavours to sell
their Rights Entitlements on the NZSX market on their
behalf and account to such Shareholders for the proceeds
of sale of those Rights Entitlements (net of brokerage
costs).
NZX accepts no responsibility for determining whether
a Shareholder is able to participate in the Offer under
laws applicable in jurisdictions outside New Zealand or
Australia.
Receipt of this Offer Document and/or the Rights Entitle-
ment and Acceptance Form will not constitute an offer in
any jurisdiction outside New Zealand or Australia.
BROKERAGE
No brokerage will be payable on exercise of the Rights or
on the issue of New Shares following such exercise but
brokerage may be payable on sales or purchases of Rights
through an NZX Firm.
GUARANTEES
None of NZX, the Directors, or any other person, guarantees
payment of any monies payable in respect of the New
Shares, or any return on the New Shares, nor in respect
of any Existing Shares (including, without limitation, any
New Shares subscribed for by any Director who takes up
his or her Rights Entitlement under the Rights Issue).
UNDERWRITING
The Offer is not underwritten.
NZX STAFF - PARTICIPATION OF SHARES IN
EMPLOYEE SHARE SCHEMES
NZX has in existence three employee share schemes.
These are the CEO Share Scheme (which is in two parts
being a Standard Long Term Incentive and an Out-
Performance Long Term Incentive), the Group Leader
Share Scheme and the Employee Share Plan. Details
of the schemes are set out in note 18 to the financial
statements in the NZX 2008 Annual Report. Under each
scheme, a nominee holds shares on behalf of participants
in the scheme.
The NZX Board wishes to provide staff the opportunity to
fully participate in the Rights Issue. The Special Division
has granted a waiver in respect of the CEO Share Scheme
to facilitate participation by the CEO on the same terms
as other staff. The NZX Board will exercise its discretion
under the employee share schemes (including the CEO
Share Scheme) to permit staff having a beneficial interest
in shares under those schemes to participate in the Offer
by providing an interest free loan to all staff to exercise
the Rights, with New Shares held on the terms of the
relevant scheme. However, staff participating in the Rights
Issue through the employee schemes will not be entitled
to renounce or trade their Rights.
The waiver is available at:
http://www.nzx.com/markets/NZSX/NZX
PAGE 11
TERMS OF THE RIGHTS
ISSUE
RIGHTS ISSUE: ACTION TO BE TAKEN BY
SHAREHOLDERS
Accompanying this Offer Document is a “Rights Entitlement
and Acceptance Form” showing the number of New
Shares to which you are entitled. If you would like to take
up your Rights (and so subscribe for New Shares), you must
complete the Rights Entitlement and Acceptance Form.
You may take the following actions in respect of your
Rights Entitlement:
•
ACCEPT ALL or PART of your Rights Entitlement; or
• SELL ALL or PART of your Rights Entitlement; or
• ACCEPT part of your Rights Entitlement and SELL
the balance; or
• do NOTHING with ALL or PART of your Rights Entitle-
ment. IMPORTANT: If you do nothing with your Rights
Entitlement, your Rights will lapse and you will not
be able to subscribe for any New Shares or realise
any other value for your Rights Entitlement. Your
Rights Entitlement should have value. The Directors
recommend that you accept either all or part of your
Rights Entitlement, or sell some or all of your Rights
on the NZSX.
1. HOW TO ACCEPT YOUR RIGHTS ENTITLEMENT
If you wish to ACCEPT ALL or PART of your Rights Entitle-
ment, you should:
• complete and sign the Rights Entitlement and
Acceptance Form in accordance with the instructions
on that form; and
• send your completed Rights Entitlement and Accept-
ance Form together with your cheque made payable
to “NZX Rights Issue” and crossed “Not Transferable”
for the total issue price for the number of New Shares
for which you wish to subscribe (up to the number of
New Shares specified on your Rights Entitlement and
Acceptance Form, but not so that you will hold less
than the Minimum Holding), to the Share Registrar at:
NZX Rights Issue
c/o Link Market Services Limited
138 Tancred Street
PO Box 384, Ashburton
A completed Rights Entitlement and Acceptance Form
may be sent to any Primary Market Participant, in time
for that Primary Market Participant to forward the Rights
Entitlement and Acceptance Form to the Registrar before
5:00pm, Wednesday 17 June 2009.
The Share Registrar must receive the completed Rights
Entitlement and Acceptance Form and payment no later
than 5.00pm, Wednesday 17 June 2009.
2. HOW TO SELL YOUR RIGHTS ENTITLEMENT
The Rights are renounceable. This enables Shareholders
who do not wish to take up all or part of their Rights Entitle-
ment to sell those Rights not taken up.
If you want to SELL ALL or PART of your Rights Entitle-
ment you should instruct an NZX Firm to sell your Rights.
You will need to provide such person with both your
Common Shareholder Number (CSN) and your Faster
Identification Number (FIN).
Trading of Rights will commence on the NZSX on Wednesday
27 May 2009 and will cease at 5.00pm on Monday 15 June
2009. Your Rights may be sold on the NZSX between
these dates should you choose not to subscribe for your
full Rights Entitlement.
If you wish to sell any of your Rights, you must do so before
Rights trading ceases at 5.00pm on Monday 15 June 2009.
3. HOW TO ACCEPT PART OF YOUR RIGHTS
ENTITLEMENT AND SELL THE BALANCE
If you wish to ACCEPT PART of your Rights Entitlement
and SELL THE BALANCE on the NZSX through an NZX
Firm, you should:
• instruct an NZX Firm to sell the number of Rights
you wish to sell. You will need to provide such
person with both your CSN and your FIN;
• complete and sign the enclosed Rights Entitlement
and Acceptance Form in accordance with the
instructions on that form for the number of Rights
you wish to take up; and
• send your completed Rights Entitlement and
Acceptance Form, together with your cheque made
PAGE 12
TERMS OF THE RIGHTS
ISSUE

payable to “NZX Rights Issue” and crossed “Not
Transferable” for the total price for the number of
New Shares for which you wish to subscribe for
on taking up your Rights, to the Share Registrar at
the address on page 11.
Trading of Rights will commence on the NZSX on Wednesday
27 May 2009 and will cease at 5.00pm,Monday 15 June
2009. Your Rights may be sold on the NZSX between these
dates should you choose not to accept any or all of your
Rights Entitlement.
If you wish to sell any of your Rights, you must do so
before Rights trading ceases at 5.00pm on Monday 15
June 2009.
(or the first business day after that day if it is not a business
day), with subscriptions received held in trust by the Share
Registrar until the Closing Date for receipt of applications
being Wednesday 17 June 2009. The banking of
application monies will not constitute allotment of any
New Shares. The New Shares are expected to be allotted
by 5.00pm on Wednesday 24 June 2009 and statements
issued by the Registry by Wednesday 1 July 2009.
Subscription monies for New Shares that are not allotted
will be refunded to applicants within five days of the
closing of the Offer. No interest is payable to subscribers
on such refunds.

The Share Registrar must receive the completed Rights GENERAL

Entitlement and Acceptance Form and payment no later
than 5.00pm, Wednesday 17 June 2009.
PAYMENT
Applications for New Shares cannot be revoked or withdrawn.
If you need any assistance, you should contact an NZX
Firm or your financial or legal adviser.

Cheques and bank drafts should be made payable to

“NZX Rights Issue” and crossed “Not Transferable”.
Do NOT forward cash.

Receipts for payment will not be issued.

Payment will only be accepted in New Zealand currency

as follows:

• personal cheque drawn on and payable at any New

Zealand bank; or
• bank cheque issued by and payable at any New
Zealand bank; or
• bank draft drawn on and payable at any New Zealand
bank.

Post-dated cheques will not be accepted.

Processing of applications and the banking of cheques will

take place on the day of receipt by the Share Registrar
PAGE 13

NZX’S BUSINESS

Below is a graphical summary of NZX’s business

taken from the NZX Annual Report.
D. NZX’S
BUSINESS

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The Australian ECN

The NZX Annual Report was released on 31 March 2009 and is available online at the following link: http://www.nzx.com/
about_nzx/investor_relations. Please see pages 12 - 14 of the NZX Annual Report for information about NZX, including the
core markets, market information, business, subsidiaries and strategic investments.
PAGE 14

ACQUISITIONS

E. ACQUISITIONS

SET OUT BELOW ARE:

• DETAILS OF THE M-CO, COUNTRY-WIDE AND NSX

BUSINESSES AND THE KEY PURCHASE TERMS; AND

• THE RATIONALE FOR THESE PURCHASES.

ALL OF THE ACQUISITIONS (IF THEY PROCEED) ARE EXPECTED

TO SETTLE BETWEEN LATE MAY AND LATE JUNE 2009.

1. SUMMARY OF BUSINESSES AND KEY PURCHASE TERMS

M-CO

M-co is a privately held company located in Wellington, that designs,

builds and operates innovative marketplaces for complex goods
and services. The company has particular expertise in energy
markets (electricity and gas) and has over the years developed
a number of software platforms for bid and offer, clearing and
settlement, billing and reconciliation systems.

NZX intends to purchase the assets that comprise the energy

markets (electricity and gas) and carbon registration businesses
of M-co. The energy and carbon markets businesses consist of
tangible and intangible property owned by M-co for or incidental
to the operation of these markets including trading and reg-
istration software, intellectual property and websites, trading
platforms and software and related systems. As announced to
the market, this purchase does not include the shares in, or any
operations related to, Efficient Market Services Limited (known
as “Unlisted”).
PAGE 15

ACQUISITIONS

NZX has signed a conditional sale and purchase agreement which is held by Transpower, and Registry Manager which
for the acquisition of the M-co assets. The purchase price is held by Jade Software Corporation Limited.
at settlement will be $13.1 million plus an adjustment for
The purpose of the WITS is to act as a central facility for
the working capital position. There is also a potential earn
the receipt and publication of information between and
out of up to a maximum of $1.5 million. This is subject to
on behalf of the various parties involved in the wholesale
the satisfaction of performance targets through to the end
electricity market. The primary obligation of the pricing
of 2012. Settlement is expected to occur in early June 2009
manager is the calculation and publication of provisional
on satisfaction of various conditions, including approvals
and final prices for energy and reserves. The purpose of
by the Electricity Commission, Gas Industry Company and
the reconciliation management system is to take inform-
other key M-co customers.
ation supplied by reconciliation participants, reconcile
M-co was formed by the New Zealand electricity industry it and process it into a form suitable for subsequent use
in 1993 as EM-CO, the Electricity Market Company Limited, by the clearing manager to invoice purchasers and
to manage the design and implementation of a competitive generators. The primary obligation of the clearing manager
wholesale electricity market, and to provide a number of is to settle wholesale purchases and sales of electricity
ongoing operational services to the electricity industry. in New Zealand. Further information, and copies of the
In New Zealand, since the wholesale electricity market contracts, can be found at: http://www.electricitycommission
went live in late 1996, M-co’s historical operational services .govt.nz/opdev/servprovinfo/servprocagree.
have involved providing the market information and trading
In 2008 M-co also won a tender for a contract with the Gas
system, the market pricing service and the market clearing
Industry Company (“GIC”) to develop and provide downstream
and settlement system. M-co was concurrently a provider
allocation services to the gas market, and to develop and
of market governance and advisory services to the
operate a gas trading platform. Further information on
electricity industry, and was closely involved in a number
M-co’s role as allocation agent, and a copy of the contract,
of industry reforms, including the introduction of full
can be found at: http://www.gasindustry.co.nz/work-
retail competition in 1999 and the establishment of an
programme/market-administration/allocation-agent.
electricity derivatives trading platform in 2003.
The electricity and gas markets are very complex and
M-co, along with Transpower, is the incumbent service
require a high level of technical and rules-specific
provider in New Zealand’s electricity market, and has a
knowledge. This in-depth knowledge is held by key M-co
strong depth of knowledge and expertise in the electricity
personnel, who will be offered employment with NZX
industry. M-co holds four contracts with the Electricity
following the acquisition of M-co. A discussion of the risks
Commission for specific operational functions servicing
relating to the M-co acquisition is set out under the heading
this market. These are the Wholesale Information and
“NZX’s risks associated with the M-co Acquisition” on
Trading System (“WITS”), Pricing, Reconciliation and
page 25.
Clearing and Settlement. M-co developed and licensed
the software utilised in the Reconciliation and Clearing COUNTRY-WIDE
and Settlement, and Real-time Data/Information System
Country-Wide is a privately held company located in
functions. There are two other contracts the Electricity
Feilding, that produces agricultural news and information
Commission has tendered in this area – System Operator
publications, predominantly targeted at the farming sector.
PAGE 16
ACQUISITIONS
The company’s publications include:
• The weekly agricultural newspaper, ‘The New
Zealand Farmers Weekly’;
• The monthly interest publications, ‘Country-Wide
North’ and ‘Country-Wide South’;
• The bi-monthly deer industry publication ‘The Deer
Farmer’;
• The bi-monthly magazine for young farmers and
agribusiness leaders, ‘Young Country’; and
• The monthly publication on New Zealand’s dairy
sector, ‘The Dairy Exporter’.
Country-Wide’s core publications have consistently been
rated number one or number two in New Zealand in the
Colmar Brunton survey of rural readership, and these
publications reach virtually all of the estimated 86,000
farmers in New Zealand. Country-Wide has recently
taken its main publication, ‘The New Zealand Farmers
Weekly’, online to extend its readership internationally
and to corporate agribusinesses.
Country-Wide was acquired in 1997 by Tony Leggett and
Dean Williamson, who have developed the business into a
leading rural publishing company. Since the acquisition
in 1997, Country-Wide has developed and / or acquired a
strong stable of publications that cover New Zealand’s key
agricultural sectors. Country-Wide’s revenue is derived
predominantly from advertising in its publications.
Under the sale and purchase agreement, NZX will pay
a purchase price on settlement of $5.5 million for the
assets of Country-Wide. There is also a potential earn out
including $500,000 in NZX shares and a further payment
of up to a maximum of $1.5 million. These are subject to
the satisfaction of performance targets through to the
end of 2012. Settlement is expected to occur in late May
or early June 2009. A discussion of the risks relating
to the acquisition of Country-Wide is set out under the
heading “NZX’s risks associated with the Country-Wide
Acquisition” on page 25.
More information on Country-Wide and its publications
can be found at http://www.cplfirst.co.nz.
NSX
NSX Limited is unique in Australian financial markets.
Holding two Australian market licences, it operates both
the National Stock Exchange of Australia (www.nsxa.com.
au) and Bendigo Stock Exchange (www.bsx.com.au). As an
independent market operator, NSX has 137 securities listed
representing more than $1 billion in market capitalisation
across its two exchanges.
NSX also operates a market for the trading of taxi licences
(www.bsxtaximarket.com.au) in conjunction with the
State Government of Victoria. NSX also operates The
Waterexchange Pty Ltd (www.waterexchange.com.au),
Australia’s largest independent water market.
NZX intends to acquire a 50.1% shareholding in NSX by
subscribing for 78,510,802 new shares in NSX. The price
of the shares will be AUD$0.15 per share resulting in a
total price of approximately AUD$11.78 million. Settlement
is expected to occur in late June 2009 if approved by NSX
shareholders.
A discussion of the risks relating to the acquisition of the
shareholding in NSX is set out under the heading ‘NZX’s
risks associated with the NSX acquisition’ on page 25.
More information on NSX can be found at www.nsxa.com.au.
2. VALUE TO NZX / STRATEGIC RATIONALE OF THE
ACQUISITIONS
M-CO
NZX sees potential in an involvement in energy markets, a
constantly evolving information and data-rich sector. There
is the potential for genuine synergies with NZX’s existing
business. NZX is looking to develop a derivatives market
across a range of products, and considers electricity
futures as a potential product. In addition, in the future
customers will benefit from the potential to trade carbon
and electricity on one platform given the strong links
anticipated between these two commodities. This will assist
NZX in developing a liquid futures market in which there is
greater participation.
The operation of the energy market is core to New Zealand,
providing an essential service to the public as a whole. Up to
80,000 bids and offers are submitted via the market daily,
PAGE 17
ACQUISITIONS

which offers 24-hour trading and market information access.
The M-co acquisition will enhance NZX’s current operations.
Both NZX and M-co have been focused on identifying,
analysing and prioritising domestic and international
growth opportunities in the last few years, and have built
the necessary knowledge and networks to pursue them.
The two companies share an aligned culture and set of
values, with a key focus on growth options and execution
of these growth options. This association will extend
relationships and enable new opportunities to be taken.
information to assist business decision making. The
relationship between Country-Wide and NZX will provide
new revenue lines and product opportunities both in New
Zealand and internationally. Knowledge and skill sharing
and the potential to streamline products and recognise cost
efficiencies are positive acquisition benefits.
Operations of Country-Wide will remain in Feilding in the
foreseeable future.
NZX is confident of the strategic fit of Country-Wide.

The M-co acquisition will create new growth options NSX

and revenue lines, and will allow some existing
The acquisition of 50.1% of NSX is consistent with NZX’s
strategies to be executed more rapidly than would have
strategy of building a strong trans-Tasman footprint, and
been the case otherwise. M-co revenue is largely based
will enable NZX to tap into the growth potential of the
on fixed term contracted revenue with the Electricity
Australian and trans-Tasman small and mid-cap markets.
Commission (CPI Indexed) and the GIC. Also, there is
This acquisition is also within NZX’s area of expertise of
strong alignment with NZX’s operations with potential for
operating and growing exchange businesses. Using its
streamlining and cost efficiencies through co-ordinated
market expertise NZX is confident that it can turn NSX
systems development and knowledge sharing.
into a profitable and competitive exchange company in the
In addition M-co has strong expertise in IT service, software Australian marketplace.
development, software testing and project management
The NZX strategy is likely to involve:
methodologies. Each of these areas of expertise can add
significant value to the execution of NZX projects and • creating a trans-Tasman small cap market, by

initiatives. implementing a single rule set for issuers across New

NZX is confident of the strategic fit of the M-co business.
COUNTRY-WIDE
The acquisition of Country-Wide is consistent with NZX’s
strategy to add product lines and synergies to the existing
agricultural data and media businesses that NZX has
acquired over the past three years. The acquisition of
Country-Wide will enable NZX to further tap into the
rural sector and ensure that customers are provided
with full coverage of price data, analysis, forecasting,
news and information from within and beyond the farm
gate. Potential synergies also exist with NZX’s existing
agricultural and media businesses and NZX will be
looking to develop those synergies and improve the level
of business information available on the New Zealand
agricultural sector.
The agricultural sector is key to the New Zealand economy.
NZX and Country-Wide are aligned in their belief as to
the importance of providing market data, analysis and
Zealand and Australia.
• creating a secondary listing category on one of the
NSX markets, allowing NZX issuers to be listed on an
Australian registered exchange.
• providing a highly effective and well-serviced capital
raising platform for small and mid-cap enterprises in
Australia.
• building on NZX’s expertise in operating a successful
debt market by creating a specialist debt market in
Australia using one of NSX’s exchange licenses.
• focusing on cost reductions and regulatory
improvements.
NZX is confident of its ability to create a significantly
improved earnings outlook for NSX. Synergies with NZX’s
existing trading and clearing and settlement infrastructure
may also be possible.
NZX is confident of the strategic fit of NSX.
PAGE 18

ANSWERS TO IMPORTANT
QUESTIONS

F. ANSWERS TO
IMPORTANT
QUESTIONS

THIS OFFER DOCUMENT IS A COMBINED SHORT FORM

REGISTERED PROSPECTUS AND INVESTMENT STATEMENT
PREPARED FOR THE PURPOSES OF THE SECURITIES ACT
AND THE SECURITIES REGULATIONS. THE PURPOSE OF THIS
SECTION OF THE OFFER DOCUMENT IS TO PROVIDE CERTAIN
KEY INFORMATION THAT IS LIKELY TO ASSIST A PRUDENT BUT
NON-EXPERT PERSON TO DECIDE WHETHER OR NOT TO
SUBSCRIBE FOR NEW SHARES UNDER THE OFFER. HOWEVER,
INVESTORS SHOULD NOTE THAT OTHER IMPORTANT INFORMATION
ABOUT THE OFFER IS AVAILABLE IN THE REMAINDER OF THIS
OFFER DOCUMENT.

1. WHAT SORT OF INVESTMENT IS THIS?

The Offer is a renounceable rights issue under which New

Zealand and Australian resident Shareholders may subscribe
for one New Share for every five Existing Shares held in NZX
(as at the Record Date of 5:00pm,Tuesday 26 May 2009) at an
issue price of $4 per New Share. The Rights are renounceable,
which means that Shareholders may accept their Rights
Entitlement either in full or in part, but that any Rights which
the Shareholder chooses not to accept may be sold and some
benefit may be received in respect of the sale of those Rights.
PAGE 19

ANSWERS TO IMPORTANT
QUESTIONS

Each share in NZX gives the holder:

• the right to an equal share in dividends and other
distributions paid in respect of shares;
• the right to attend and vote at a meeting of Share-
holders of the Company including the right to cast
one vote on a poll (including but not limited to any
resolution to appoint or remove a Director or auditor,
alter the Constitution, approve a major transaction,
approve an amalgamation under section 221 of
the Companies Act 1993 and put the Company into
liquidation);
• the right to an equal share in the distribution of
surplus assets in any liquidation of the Company;
• the right to be sent certain information, including
notices of meetings and Company reports sent to
Shareholders generally; and
• all other rights that are conferred on Shareholders by
the Companies Act and the NZX Constitution.
2. WHO IS INVOLVED IN PROVIDING IT FOR ME?
ISSUER
The issuer of the New Shares is NZX. NZX’s registered
office is at Level 2, NZX Centre, 11 Cable Street,
Wellington.
ACTIVITIES OF THE ISSUER
NZX (formerly known as the New Zealand Stock Exchange)
was originally established in the 1870’s. From that time
until 2002 it was a mutual organisation owned by members
and member firms. Members voted to demutualise in
October 2002 and NZX was incorporated on 31 December
2002, and listed on the NZSX on 10 July 2003. NZX
operates the only registered securities exchange in New
Zealand. Through its various subsidiaries and strategic
investments, NZX Group provides: financial data and
products, passive funds management, fund manager
support services, securities registration services, and

The New Shares will be issued as fully paid shares. The carbon registry services. NZX also holds an ownership

rights attaching to the New Shares will be the same as stake in AXE ECN Pty Limited (AXE), an as yet unlicensed

the rights attaching to the Existing Shares. Australian alternative trading platform and has a strategic
investment in the Bond Exchange of South Africa (BESA).
The NZX Constitution and the Securities Markets Act
Additional information about NZX and its business can be
prohibit any person from having a relevant interest in more
found in the section of this Offer Document titled “NZX’s
than 10% of the voting securities of NZX or holding or
Business”, on page 13.
controlling more than 10% of the voting rights in NZX
without government approval, the approval of a special
resolution of NZX Shareholders, and the approval of the
Board.

The prohibition extends to the voting securities of people

acting jointly or in concert and the voting rights of
associates. A full description of the 10% limit is set out in
the NZX Constitution and the Securities Markets Act.
PAGE 20
ANSWERS TO IMPORTANT
QUESTIONS
3. HOW MUCH DO I PAY?
Shareholders as at the Record Date will be entitled to their
Rights Entitlement at no cost. The Rights will be quoted
and may be traded on the NZSX. The price payable for a
Right on the NZSX will be affected by a number of factors,
including the supply of and demand for Rights at any
particular time.
Applicants for New Shares must pay $4 per New Share
subscribed for, payable in full on application.
Applications to subscribe for New Shares (on exercise
of Rights) must be made by completing the Rights
Entitlement and Acceptance Form (included with and
forming part of this Offer Document), and in accordance
with the application instructions set out on the back of
that form. Applications must be accompanied by cheque
payments in full for the number of New Shares being
applied for. Cheques should be made out to “NZX Rights
Issue” and crossed “Non Transferable”.
Cheques will be banked as they are received and must
not be post-dated. Completed Rights Entitlement and
Acceptance Forms, together with payment, must be
received by the Share Registrar no later than 5.00pm on
Wednesday 17 June 2009, at the following address:
Link Market Services Limited
138 Tancred Street
PO Box 384
ASHBURTON
Applications received after the Closing Date may not be
accepted.
Failure to provide payment for New Shares by the Closing
Date will result in your Rights Entitlement lapsing, and
you will not be able to subscribe for any New Shares nor
realise any value from your Rights Entitlement unless you
have previously sold your Rights.
Full details on how to apply for New Shares and make
payment are set out under the heading “Rights Issue –
Action to be Taken by Shareholders” on page 11.
4. WHAT ARE THE CHARGES?
Investors offered New Shares are not required to pay any
charges to NZX or any associated person in relation to the
Offer other than the price of $4 payable for New Shares on
exercise of Rights under the Offer.
Expenses for the Offer are estimated to amount to be
approximately $100,000, which are payable by the Company.
These Offer expenses include legal, printing and other
costs incurred by NZX in making the Offer.
Applicants may be liable to pay charges to other persons,
such as brokerage fees in respect of any sale of Rights or
shares (whether New Shares or Existing Shares).
5. WHAT RETURNS WILL I GET?
RIGHTS
There are no returns in respect of Rights, other than the
market price which may be available from time to time if
they are traded on the NZSX. There is no guarantee that
the Rights will have any value or will be able to be sold.
SHARES
Shareholders may receive returns on New Shares in two
ways. Firstly, Shareholders will be entitled to receive any
dividends or other distributions paid or provided by the
Company and any other returns attaching to shares in
NZX. Secondly, Shareholders may also benefit from any
increases in the market price of their shares in NZX if they
sell them (although the market price may also decline).
NZX will be legally liable to pay any dividends declared
on its shares. If a Shareholder sells any of their shares
in NZX, the purchaser will be legally liable to pay the
purchase price of those shares.
NZX does not make any promise or guarantee of any
amount of returns on the New Shares (or on any other
shares on issue), whether by way of dividends paid,
proceeds of sale or in any other form.
PAGE 21

ANSWERS TO IMPORTANT
QUESTIONS

DIVIDENDS / PROFIT DISTRIBUTIONS • Dividends: Dividends paid to Shareholders will be

subject to New Zealand withholding tax and income
In 2008 NZX distributed 60% of net profit after tax (NPAT).
taxes but liability in respect of such taxes may be
NZX’s dividend policy does not include an interim dividend
reduced or satisfied to the extent the dividends have
payment.
imputation credits attached.

Under its dividend policy NZX operates a Distribution Plan
• Sale of shares: A profit on the sale of shares could be
(from time to time) under which Shareholders receive
subject to New Zealand tax in certain circumstances.
bonus shares, and can elect to have these re-purchased
Gains on the sale of shares by a New Zealand tax
by NZX for cash. The Distribution Plan was implemented
resident may be subject to New Zealand tax if the
in 2007 and 2009 for prior year profit distributions. As
seller is in the business of dealing in shares, or if
part of the annual review of the dividend policy the Board
the shares were acquired for the purpose of sale,
considers whether it is appropriate for the Distribution
or if the shares were sold as part of a profit-making
Plan to be available for a profit distribution. The ability for
undertaking or scheme.
NZX to continue with this approach may be impacted by
the review of profit distribution plans announced by the NO GUARANTEES
government.
No return or value realisation in respect of the Rights or
The ability of NZX to pay dividends, and the market price the New Shares is guaranteed or promised by any persons
of NZX’s shares, will depend upon a number of factors named in the Offer Document.
including economic conditions in New Zealand and else-
where, the operational and financial performance of NZX,
6. WHAT ARE MY RISKS?
prevailing government policies and the levels of inter-
est rates or currency markets, as well as other factors GENERAL RISKS
discussed in this Offer Document under the sub-heading
The principal risks for investors are that you may not be
“What are my Risks?”, below. NZX can give no promise or
able to recover the money paid to subscribe for New
guarantee as to the level of any future dividend (or other
Shares or that you may not receive the returns described
distribution, if any) payable on its shares or as to the level
on pages 20 - 21. This could happen for a number of
of imputation credits, if any, attached to any dividends.
reasons, including:
There are no fixed dates on which dividends are payable.
• The price at which you are able to sell your New
NEW ZEALAND TAX IMPLICATIONS ON RETURNS
Shares is less than the issue price you paid.
This summary addresses certain New Zealand tax
• You are unable to sell your New Shares at all.
consequences for New Zealand tax residents who are
• NZX is unable to pay distributions (including any cash
natural persons. Australian resident Shareholders are
dividends).
advised to seek specific advice from their tax adviser as
• If NZX becomes insolvent or is liquidated, your return
to the tax consequences of a shareholding in NZX. All
may be less than the amount originally invested by
references to taxation (whether in this paragraph or
you in the New Shares.
elsewhere in this Offer Document) are of a general nature
only and are not (and should not be interpreted as) legal COMPANY SPECIFIC RISKS
or tax advice to any investor. There may be other tax con-
There are certain trade and risk factors that are specific
siderations that may be relevant to a decision to purchase,
to NZX’s business activities and which potential investors
sell or hold shares in NZX. It is recommended, therefore,
should consider when making their decision to subscribe
that all prospective investors obtain professional advice
for New Shares on exercise of Rights.
relevant to their own particular circumstances.
PAGE 22
ANSWERS TO IMPORTANT
QUESTIONS
SPECIAL TRADE FACTORS AND RISKS
Like any business, NZX operates in an environment where
its future financial performance is dependent upon a
number of economic and trade factors and risks. Whilst
NZX has employed a strategy of business diversification
in order to insulate itself against systemic cyclical risks
in relation to international capital markets, many such
risks are beyond NZX’s control. Accordingly, there can be
no assurances that the trade factors and risks highlighted
below will not have a material adverse impact on NZX
Group’s financial performance or position.
NZX relies on information technology
NZX’s markets businesses are dependent upon its
information technology systems, as its securities trading
operations are conducted exclusively on an electronic
basis. In particular, NZX relies upon the networks provided
by its telecommunications providers and the networks
of other participants in the market. Although NZX has
implemented security measures, disaster recovery
and contingency plans, and back-up procedures, any
such system, including that of NZX, may be vulnerable to,
amongst other things, unauthorised access, computer
viruses, human error, natural disasters, fire, power loss,
communications failure, sabotage or terrorism. If a
significant disruption or repeated failures occur, trading
services could be considerably disrupted or delayed, or
data corrupted or lost. This may undermine confidence in
NZX, and therefore have a material adverse effect on NZX.
There may also be significant costs incurred by NZX as a
result of such disruptions or failures which may adversely
affect its operations.
NZX may not be able to maintain competitive information
technology
For NZX to remain technologically competitive, continued
improvements and ongoing capital investment into NZX’s
information technology systems are required. There is a
risk that in the longer term, continuous and rapid tech-
nological changes could expose NZX to the risk that its
information technology systems will not be competitive or
that the development costs of competitive systems may
become prohibitive.
A portion of NZX’s business depends in part upon the
adoption and use of the internet as a communications and
transactions medium, and upon the manner and speed
of connectivity between market participants and NZX. For
this reason NZX must remain current with internet use
and other markets related technology developments. The
nature of, and rate of change in technology developments
means that it is not possible to determine at this time
if NZX’s current technology architecture will be able to
effectively or efficiently support the changing business
requirements of NZX in the future. This could undermine
confidence in NZX and may have a material adverse effect
on NZX.
NZX depends upon, and may be restricted by, its licence
agreements and other arrangements
Some of NZX’s products and systems, in particular the
licence and support agreement with Trayport Limited (for
the trading system) and Tata Consulting Services Limited
(for the clearing and settlement infrastructure), are based
upon rights NZX has obtained under licence agreements.
There is a risk that within the term of these licences
technological advances occur that create pressure to
develop more efficient and less expensive trading facilities,
where due to the term and nature of the licences, NZX
is not able to continue to compete effectively with other
exchanges.
There can be no assurance that the existing agreements
for products and services will be renewed, or if renewed,
renewed on favourable terms. Any failure to renew licence
and support agreements (or any renewal on unfavourable
terms) may have a material adverse effect on NZX.
Similarly, any default or failure to meet NZX expectations
under existing agreements by the service providers or a
decline or failure in the profitability of the service providers
may have a material adverse effect on NZX.
NZX depends upon third party suppliers and providers for
a number of important services
NZX relies upon a number of third parties for systems
support, maintenance and other services. There can be
no assurance that any of these providers will be able to
PAGE 23
ANSWERS TO IMPORTANT
QUESTIONS
provide these services without interruption and in an effi-
cient, cost-effective manner or to recommended levels, or
that they will be able to adequately expand their services
to meet NZX’s needs. An interruption in or the cessation
of service by any service provider and NZX’s inability to
make alternative arrangements in a timely manner, or at
all, could have a material adverse effect on NZX.
NZX depends upon economic and market activity outside
its control
Some of NZX’s revenues are dependent upon the level
of activity on NZX’s markets, including the number of
transactions, volume and value of securities traded, the
number and market capitalisation of listed issuers, the
number of new listings, the number of active traders and
participants in the market, the number of subscribers to
market data and similar variables.
NZX has no direct control over these variables. Among
other things, these variables depend upon the relative
attractiveness of securities traded on NZX’s markets and
the relative attractiveness of these markets as a place
to trade any such securities as compared with other
exchanges and other trading vehicles. Those variables
are in turn influenced by the overall economic conditions
in New Zealand and in the world in general, especially
but not limited to domestic growth levels and political
stability, the regulatory environment for investment in
quoted securities, the relative activity and performance
of global capital markets, and investor confidence in the
prospects and integrity of listed issuers.
The insolvency or de-listing of a major listed company
could have an adverse effect upon NZX’s profits. There are
a number of major listed companies on NZX’s markets
which are also listed overseas, or which have, or may in
the future have, their head offices overseas. There may
be a shift in trading volumes relating to such companies
away from NZX’s markets to these overseas exchanges.
There is also a risk that some of these companies may de-
list from NZX’s markets and remain listed overseas only.
NZX has no direct control over these decisions. During
the 12 months ended 31 December 2008, a significant
proportion of the value traded on the markets operated by
NZX was through trading in the securities of the ten most
actively traded listed issuers on NZX’s markets.
NZX may be able to have an indirect influence on the
volume and value of trading by measures such as providing
efficient, reliable and low-cost trading facilities, seeking
to maximise the availability of timely, reliable information,
and maximising the ease of access to trading facilities.
However, there is a risk that the measures currently being
undertaken, or to be undertaken in the future by NZX, will
not have a positive effect on, or effectively counteract the
factors that are outside NZX’s control. This may have an
adverse effect on NZX’s performance.
NZX faces competition from other exchanges and
technological developments
NZX faces competition from existing exchanges. This
competition may intensify in the near future, especially as
technological advances create pressure to develop more
efficient and less expensive trading facilities. NZX’s ability
to continually maintain and enhance its competitiveness
and respond to competitive threats will have a direct impact
upon NZX’s operations and results.
The continued development of a single economic market
between New Zealand and Australia may create greater
risks of competition particularly as mutual recognition of
securities regulation increases.
Due to the globalisation of investing, investors are look-
ing to diversify their trading through different markets.
NZX faces increased competition for business from other
exchanges, particularly regionally. If NZX is unable to
continue to provide competitive trading facilities it could
have a material adverse effect on NZX.
NZX may also face competition in the future from newly
established exchanges, and/or from alternative trading
platforms, and/or from alliances between exchanges.
NZX is currently the only entity approved and registered
by the New Zealand government to operate a securities
exchange in New Zealand. However, upon application, the
government could authorise another entity to operate a
registered securities exchange. If this occurred, this may
have a material adverse effect on NZX.
PAGE 24
ANSWERS TO IMPORTANT
QUESTIONS
NZX has significant fixed costs
NZX’s technology related expenses are fixed and cannot be
readily lowered in response to reductions in its revenues,
which could have an adverse effect on NZX’s financial
condition.
NZX may be unable to successfully identify, acquire and
integrate growth opportunities
In order to seek profitable growth or new business activi-
ties to maximise shareholder returns, NZX may continue
to seek various growth opportunities such as acquisitions,
strategic alliances or joint ventures. Failure to effectively
identify or execute on appropriate opportunities may inhib-
it NZX’s growth prospects.
NZX may be unable to successfully acquire or invest in
any growth opportunities identified. Failure to acquire or
invest in potential transactions may inhibit NZX’s growth
prospects, which may have a material adverse effect on
NZX.
As part of seeking profitable growth and maximising
shareholder returns, NZX may acquire various businesses
or invest in strategic alliances or joint ventures. Failure to:
•
effectively integrate these businesses with NZX;
• retain customers or key staff of businesses NZX
acquires; or
• achieve expected financial performance from these
arrangements,
may have a material adverse effect on NZX. Similarly,
difficulties in recognising, and successfully divesting,
those businesses when appropriate opportunities arise
may have a material adverse effect on NZX.
Specific business risks identified and announced to the
market
(The matters identified below are also discussed in the
2008 NZX Annual Report, which is available at http://www.
nzx.com/about_nzx/investor_relations.)
AXE ECN Pty Limited - After lodging a complete application
for an Australian market licence in early 2007, AXE, along
with Chi-X, has been waiting for the Australian government
to process this application. NZX understands that the ASIC
provided its recommendation to the Australian
government in a timely manner, and the process is now
within the Australian government cabinet. As the timing
of a licence, and the shape of the regulatory environment
into which AXE will be launched, both remain uncertain,
AXE has reduced its operational cost basis. The share-
holding structure of AXE remains the same, and NZX
remains confident in its investment in AXE. However, should
delays continue and / or the regulatory environment change
significantly this may have an adverse effect on NZX. (See
also pages 39 and 40 of the 2008 NZX Annual Report.)
Bond Exchange of South Africa (BESA) - NZX, along with
other shareholders, is currently awaiting confirmation
from the South African competition authority (which has
requested additional time for deliberation) of approval for
the sale of all the BESA shares to JSE Limited (Johan-
nesburg Stock Exchange). If the approval is not provided
the sale will not complete and NZX will remain a 22%
shareholder. This may have an adverse effect on NZX.
(See also page 69 of the 2008 NZX Annual Report.)
TZ1 Limited registry sale to Markit - this transaction
is still subject to due diligence and as such there is a
risk that the terms of the sale may change or it may not
complete. Under the terms of the current proposal NZX
will receive Markit shares in payment of the purchase
price (see page 69 of the 2008 NZX Annual Report for
more details). These shares must effectively be held until
the end of 2011 and risks may arise associated with a
shareholding in a private overseas company.
New clearing and settlement platform
At the date of this Offer Document, NZX is implementing a
change of market model to replace direct gross settle-
ment between market participants with settlement between
market participants and a central counterparty on a net
basis. To facilitate this a central securities depository will
be created on which to record stock deliveries. This
provides opportunities to expand the current range of
products traded (particularly to include derivatives).
Failure to effectively implement the change to this new
market model (including implementation of the new
technology platform) may have an impact upon NZX’s
long-term growth prospects.
PAGE 25

ANSWERS TO IMPORTANT
QUESTIONS

NZX’s risks associated with the M-co acquisition NZX’s risks associated with the NSX acquisition

In order to realise the benefits of the M-co acquisition NZX Transaction Completion Risk: In order for the NSX
will need to ensure the retention of key personnel. acquisition to proceed, 75% of the NSX shareholders
voting on the proposal must approve the proposal, as a
NZX and M-co will need to ensure smooth continuity of
clause in the NSX constitution restricts shareholdings
technology services on the change of ownership. Amongst
above 15%.
other systems, M-co maintains and supports the electricity
spot market system (COMIT) that is required to operate 24 The shares of NSX are tightly held, with a small number of
hours a day, 7 days a week, 365 days of the year. Combined large strategic holders, meaning this level of support may
with electricity industry specific needs, the technology be difficult to realise.
requirements for M-co differ from those of NZX markets.
A group of NSX shareholders has requistioned an extra-
Developing an understanding of these technology require-
ordinary shareholder meeting to vote on a proposal to
ments will be important to ensure continued service
remove the current board of directors, demonstrating the
provision and future development opportunities.
fractured nature of the existing shareholder base.
In addition, the ministerial review of the electricity industry
Stock exchange related risks: As an operator of exchanges,
creates uncertainty over the value of the contracted
NSX is exposed to similar risks to those of NZX. The
annuity revenue streams that M-co has with the Electricity
same risks that arise for NZX will also face NSX. Those
Commission. Legislative change to the way the electricity
risks outlined in the Special Trade Factors and risks
industry operates is expected and both M-co and the wider
section beginning on page 21 that are not specific to NZX,
NZX team will need to build into their combined strategy
also apply to NSX’s business. Additionally, NSX is thinly
the flexibility to respond to any changes quickly.
capitalised; NSX is required to meet certain capital

NZX’s risks associated with the Country-Wide acquisition requirements pursuant to the terms of its market licences,
and its regulator, ASIC may take a heightened interest
In order to realise the benefits of the Country-Wide
given its current financial state. If NSX’s capital status is
acquisition, NZX will need to ensure the retention of key
not addressed, ASIC may take action in respect of NSX’s
personnel and both NZX and Country-Wide will need
licence. This could range from more intensive scrutiny of
to maintain the editorial standards and timeliness of
day to day operations; formally placing NSX under ASIC
publication delivery. Maintaining and developing the
watch, which would be publicly announced; or directly
publications to ensure readership numbers is essential to
administering or shutting down market operations.
growing Country-Wide’s advertising revenue.
Risks associated with NZX in managing this business:
The availablity and speed of internet connections to
NSX is currently operating at a loss. More information
rural New Zealand will change the method of reaching
on the financial position of NSX is available by accessing
the farming sector. Country-Wide has recognised the
the following web page: http://www.nsxa.com.au/
impact of this changing medium by making one of its
shareholder_financials.asp.
core publications, ‘The New Zealand Farmers Weekly’,
available online. NZX and Country-Wide will need to NSX is based in Australia with its head office in Melbourne,

ensure that the necessary strategies are in place as the so is not physically proximate to NZX and its management,

internet becomes more readily available to rural New meaning clear communications will be essential. As

Zealand. it operates under Victorian state law this will be a new

process for NZX. NSX is also a publicly listed company
(listed on ASX), with the associated compliance processes,
PAGE 26

ANSWERS TO IMPORTANT
QUESTIONS

and costs. NSX is also a small exchange operator, and is
therefore more exposed to market conditions generally,
which may impact revenues. Additionally, the strategic
goals for this acquisition will require a significant amount
of time and resource for the NZX staff involved.
speed of execution or lower cost. Another exchange or
fund provider may introduce a similar or identical product
before NZX, thereby acquiring much of the potential
custom for such a product. Any of the above could have a
material adverse effect on NZX.

There will also be execution risks around the implement-
ation of the strategy including the requirements for
regulatory approvals for any changes to the NSX rules; the
impact of failing to effectively manage costs; and failing to
execute upon revenue growth; any of which may have an
adverse effect upon NZX.
NZX may not be successful in implementing its strategies
NZX’s market data operation depends primarily on a
small number of clients
The majority of NZX’s market data income comes from its
three largest market information vendors. A decision by
one or more of these vendors to cease purchasing NZX’s
data and information could have a material adverse effect
on NZX.

In order to seek profitable growth and maximise NZX depends on an adequate number of market
Shareholder returns, NZX intends to invest significant participants to maintain operations
resources in executing its strategies. However, NZX may
There is a risk that adequate numbers of market
experience difficulty in executing its strategies. Any lack of
participants will not be able to perform trades at all times.
ability to execute strategies may impact NZX adversely.
Any reduction in the number of participants in the market
NZX is significantly influenced by the regulatory will increase this risk. There is also a risk that any
environment in which it operates reduction in the number or financial health of participants
in the market, particularly a failure of any firm which
Regulatory approvals will be required for certain NZX
results in a loss of investors’ funds, may adversely affect
strategies. There is a risk that such regulatory approvals
investor confidence in the securities market generally
will not be granted, or will not be granted in a timely
and trading volumes, which could have a material adverse
manner to facilitate implementation of the relevant
effect on NZX. The level of market participant and advisor
strategies.
fees received by NZX is also dependent upon the number
NZX’s markets depend on the development and and size of the market participants.
acceptance of new products
NZX and its securities markets are subject to regulation
The future growth in NZX’s revenues depends in part on
Changes to securities regulation may impose barriers
the development and introduction of new financial and
or constraints limiting NZX’s ability to build an efficient,
trading products and the acceptance by the investment
competitive organisation. There may be concerns about
community of those products. While NZX is continually
the ability of NZX to adequately discharge its regulatory
reviewing its products and developing new products that
responsibilities. Although NZX believes that it can
respond to the needs of the marketplace, there can be no
continue to uphold these responsibilities, it cannot be
assurance that NZX will continue to develop successful
sure that it will not be required to modify or restructure its
new products. Current products may become outdated
regulatory functions in order to address these concerns.
or lose market favour before adequate enhancements
It is possible that at some time in the future NZX may
or replacements can be developed. Future products
lose its listing approval, listing rules enforcement powers
may not receive the expected levels of acceptance by the
or other functions to some other regulatory body. If
investment community. NZX could lose trading activity to
this occurred it could have a material adverse effect on
another exchange that introduces a similar or identical
NZX. NZX is subject to an annual oversight review of its
product because of the competitor’s greater liquidity,
PAGE 27
ANSWERS TO IMPORTANT
QUESTIONS
regulatory performance conducted by the New Zealand
Securities Commission. If NZX was to fail to adequately
fulfil its regulatory responsibilities this could have an
adverse effect on the market and may have a material
adverse effect on NZX.
NZX may be unable to protect its intellectual property
NZX’s protective steps in relation to its rights to its
intellectual property may be inadequate to deter
misappropriation of its proprietary information. Failure
to protect its intellectual property adequately could harm
NZX’s brand and affect its ability to compete effectively.
Further, defending its intellectual property rights could
result in the expenditure of significant financial and
managerial resources, which could have a material
adverse effect on NZX.
NZX relies on a number of key personnel
NZX’s success depends to a significant extent upon the
continued employment and performance of a number of
key personnel. The loss of the services of one or more of
these key personnel could have a material adverse effect
on NZX.
NZX also believes that its future success will depend in a
large part on its ability to attract and retain highly skilled
technical, managerial and professional personnel. There
can be no assurance that NZX will be successful in
attracting and retaining the personnel it requires, given
the specialist nature of NZX’s business in the relatively
small New Zealand market.
There is a risk that the success of certain initiatives may
be adversely affected if they are not adequately resourced
and properly managed by appropriately qualified personnel.
NZX is subject to litigation risks
As NZX is involved in the administration of high-value
transactions, human error in decision making, the
administration and enforcement of the Listing Rules,
the administration of trading and the processing of
announcements may give rise to material liability and/or
have a material adverse effect on NZX. The only ongoing
material litigation is the BNZ – Access claim, which is
discussed on page 57 of the NZX Annual Report.
Given the small number of market participants, and NZX’s
status as the sole registered exchange in New Zealand,
there is also a risk of allegations being made that NZX’s
behaviour is anti-competitive.
Misconduct could harm NZX
NZX runs the risk that employee misconduct could occur
and could result in unknown and unmanaged risks or
losses. Similarly, NZX runs the risk that listed issuers,
brokerage firms and other participants in NZX’s markets
will engage in fraud or other misconduct, which could
result in regulatory sanctions and serious harm to NZX’s
reputation. It is not always possible to deter misconduct,
and the precautions NZX takes to prevent and detect this
activity may not be effective in all cases.
Restrictions on ownership of shares may restrict trading
and transactions
The NZX Constitution and the Securities Markets Act
prohibit any person from having a relevant interest in
more than 10% of the voting securities of NZX or holding
or controlling more than 10% of the voting rights in NZX
without:
a) a valid exemption from, or approval from the
Governor General in respect of, the control limit in
the Securities Markets Act. Approval of the Governor
General may be made by Order in Council on the
recommendation of the Minister of Commerce. The
Minister must not make such a recommendation
unless he has consulted with NZX and is satisfied
that it is in the public interest to make the
recommendation;
b) the approval of 75% of NZX Shareholders given by a
resolution at a duly convened Shareholders meeting;
and
c) the prior written approval of the Board. The Board
may take into consideration that it is in the best
interests of NZX to maintain the integrity and
international competitiveness of the New Zealand
capital markets (including the New Zealand listed
markets) and attract public issuers to, and retain
them on, the NZX securities market.
PAGE 28
ANSWERS TO IMPORTANT
QUESTIONS
The prohibition extends to the voting securities of people
acting jointly or in concert and the voting rights of
associates. A full description of the 10% limit is set out in
the NZX Constitution and the Securities Markets Act.
These restrictions may discourage trading in and may
limit the market for NZX shares, may discourage potential
acquisition and strategic alliance proposals and may
prevent transactions from which Shareholders could
receive a premium for their shares.
INVESTMENT RISKS
For the reasons outlined below (which are not exhaustive)
it is reasonably foreseeable that an investor in New Shares
may receive a return that is less in total than the amount
paid on subscription for the New Shares.
Stock market investment
The price of NZX shares on the NZSX may rise or fall due
to numerous factors which may affect the market price of
NZX shares. Such factors include:
• General economic conditions, including performance
of the New Zealand dollar on world markets, inflation
rates and interest rates;
• Variations in the global market for listed stocks (in
general) or for New Zealand stocks (in particular);
• Changes to government policy, legislation or
regulations; and
• General operational and business risks.
In particular, investors have in recent times experienced
wide fluctuations in the market value of shares. Such
fluctuations may reflect a wide range of general (and not
company specific) influences such as acts of terrorism
and the general state of the world economy. Such market
fluctuations could adversely affect the market price for
NZX shares.
Absence of market for shares and share price volatility
There can be no assurance that subsequent to the Offer,
the New Shares will trade in the public market at or above
the Offer price. The market price for the New Shares
(and Existing Shares) following the Offer may be volatile,
with price fluctuations being caused by competition,
fluctuations in interest rates and currency exchange rates,
New Zealand and international equity markets, and the
New Zealand economy generally. Such fluctuations may
have a material adverse effect on the market price of the
New Shares (and Existing Shares generally).
Changes in taxation
Any change to the rate of company income tax or GST has
the potential to impact on shareholder returns. Changes
to the rates of income tax applying to individuals and/or
trusts similarly will (and changes to the rate of GST may)
impact after-tax Shareholder returns.
Insolvency
Shareholders will not be liable to anyone for payment of
any money should NZX become insolvent. In these cir-
cumstances, Shareholders would not receive any return of
money in respect of the New Shares (or any other share in
NZX) until NZX has paid all its creditors, both secured and
unsecured, including the costs of liquidation or receiver-
ship. Any assets remaining after the payments of debts
would be distributed to Shareholders in proportion to
their respective shareholdings and may not be sufficient
to cover the amount of money invested by Shareholders in
the Company.
7. CAN THE INVESTMENT BE ALTERED?
The full terms of the Offer are set out in this Offer
Document. Subject to approval by the Special Division,
those terms may be altered by NZX by an amendment
to this Offer Document. After an application to subscribe
for New Shares has been accepted those terms cannot
be altered without Shareholder consent. However, the
Directors do have the right to extend the Closing Date
without such consent.
The rights attaching to the New Shares are governed by
the Companies Act and the Constitution. The Constitution
may be altered by a special resolution approved by a
75% majority vote of Shareholders of NZX, subject to the
rights of interest groups under the Companies Act, the
provisions of the Securities Markets Act and regulations
PAGE 29

ANSWERS TO IMPORTANT
QUESTIONS

made under that Act or in certain circumstances by court
order. Section 117 of the Companies Act restricts a
company from taking any action which affects the rights
attached to the New Shares unless that action has been
approved by a special resolution of Shareholders whose
rights are affected by the action. Under certain circum-
stances, a Shareholder whose rights are affected by a
special resolution may require the Company to purchase
its shares in NZX.
8. HOW DO I CASH IN MY INVESTMENT?
Except as otherwise prescribed by law, an applicant has
no right to receive back from the Company any amount
paid on subscription of New Shares. An applicant may be
entitled to money in respect of their shares in circumstances
where the Company is being wound up, or in circumstances
where the Company at its election seeks to buy back its
own shares.
have been duly complied with. However, the Special
Division accepts no responsibility for any statement in this
Offer Document. Quotation of the Rights will occur on
the NZSX Market on Wednesday 27 May 2009 under NZX
Code NZXRB.
The New Shares have been accepted for listing by the
Special Division that regulates NZX and will be quoted
upon completion of allotment procedures. However,
the Special Division accepts no responsibility for any
statement in this Offer Document. The New Shares will
be allotted and statements of holdings sent out as soon
as practicable after the Offer closes but in any event
allotment will occur no later than Wednesday 24 June
2009, and statements of holding will be sent out by
Wednesday 1 July 2009.
9. WHO DO I CONTACT WITH ENQUIRIES ABOUT MY
INVESTMENT?

Shareholders will be able to sell their New Shares once Enquiries about the Rights or the New Shares can be
allotted following completion of the Offer. NZX’s shares directed to:
will be tradable subject to compliance with the Constitution
and other relevant legislation and regulations (including The Issuer Share Registrar

the Takeovers Code, the NZSX Listing Rules, the Securities Company Secretary Link Market Services Limited
Markets Act and regulations made under that Act, and NZX Limited 138 Tancred Street
other applicable securities laws and regulations), and to Level 2, NZX Centre PO Box 384
the continuation of an active market. As at the date of 11 Cable Street ASHBURTON
this Offer Document, there exists an established market Wellington, 6011 Phone: 03 308 8887
in NZX’s shares. No charges are payable to NZX or any
Phone: 04 495 2382 Facsimile: 03 308 1311
associated person of NZX on any such sale of New Shares,
Facsimile: 04 496 2839 (Attn: NZX Limited Rights Issue)
although a Shareholder may be liable to pay charges to
other persons, such as brokerage fees.
10. IS THERE ANYONE TO WHOM I CAN COMPLAIN IF
The Rights are renounceable and can be sold. It is not
I HAVE PROBLEMS WITH THE INVESTMENT?
possible to predict what price, if any, Shareholders might
receive for Rights should they choose to sell them. There Complaints about either the Rights or the New Shares can
is not currently an established market for the sale of be made to the Share Registrar or to the Issuer (NZX), at
the Rights and it is not guaranteed that there will be an the addresses and telephone numbers set out above.
established market for the sale of Rights.
There is no ombudsman to whom complaints can be made.
Application has been made to the Special Division that
regulates NZX for permission to list the Rights being
offered. The listing requirements of NZX that can be
complied with on or before the date of this Offer Document
PAGE 30

ANSWERS TO IMPORTANT
QUESTIONS

The Securities Markets Act and the NZSX Listing Rules

11. WHAT OTHER INFORMATION CAN I OBTAIN
impose continuous disclosure obligations on NZX as a
ABOUT THIS INVESTMENT?
public issuer of securities. NZX must immediately release,
Further information about the Rights and/or the New subject to certain safe harbour provisions, material
Shares, and further information about NZX, is contained information that relates to NZX, as soon as NZX becomes
or referred to elsewhere in this Offer Document. aware of such information. The most recent releases
of material information made by NZX can be found at:
Copies of this Offer Document and NZX’s most recent
http://www.nzx.com/markets/NZSX/NZX.
Annual Report and audited financial statements (dated
as at 31 December 2008) can be found on the Company’s
website: www.nzx.com/about-nzx/investor_relations. 12. OTHER INFORMATION
A hard copy of all documents can be obtained free of NZX Shareholders may request (free of charge) copies
charge by written request to: of NZX’s Annual Report for the year ended 31 December
2008, its most recent audited financial statements, this
NZX Limited Offer Document or the Constitution by requesting such
Level 2, NZX Centre Phone: 04 495 2382 information in writing from:
11 Cable Street Facsimile: 04 496 2839
Link Market Services Limited
Wellington 6011 (Attn: Company Secretary)
138 Tancred Street Phone: 03 308 8887
PO Box 384 Facsimile: 03 308 1311
Copies of this Offer Document and NZX’s most recent
ASHBURTON (Attn: NZX Limited)
audited financial statements are also available for public
inspection on the Companies Office public register at
www.companies.govt.nz. The Companies Office may
charge a fee for this service.

Shareholders will receive annually either an annual report

of the Company, incorporating the most recent financial
statements, or a notice under section 209 of the Companies
Act.

NZX’s first quarter 2009 financial results were released

to the market on Monday 27 April 2009. These results are
available at: http://www.nzx.com/about_nzx/investor_
relations.
PAGE 31

STATUTORY INFORMATION

G. STATUTORY
INFORMATION -
REGULATION 4(2)
THE FOLLOWING INFORMATION IS INCLUDED IN COMPLIANCE WITH
REGULATION 4(2) OF THE SECURITIES REGULATIONS WHICH REQUIRES
CERTAIN LIMITED DISCLOSURES TO BE MADE (AS PRESCRIBED BY
THE FIRST SCHEDULE TO THE SECURITIES REGULATIONS).

ISSUER

NZX Limited is the issuer of the New Shares offered under this
Offer Document. The Company’s registered office is at:

NZX Limited
Level 2, NZX Centre
11 Cable Street
Wellington 6011

BRIEF DESCRIPTION OF SECURITIES OFFERED

The securities being offered under this Offer Document are New
Shares, as described in more detail on page 8.

MAXIMUM AMOUNT OF SECURITIES BEING OFFERED

A maximum of 5,137,810 New Shares are being offered under this

Offer Document.

PRICE TO BE PAID FOR THE SECURITIES BEING OFFERED

There is no charge payable for the Rights Entitlement, but

Shareholders will be required to pay $4 for each New Share.
PAGE 32
STATUTORY INFORMATION
PROSPECTS, FORECASTS AND RISKS OF THE
ISSUING GROUP
NZX operates the only registered securities exchange in
New Zealand. Through its various subsidiaries and
strategic investments, NZX Group provides: financial data
and products, passive funds management, fund manager
support services, securities registration services and
carbon registry services. NZX also holds an ownership
stake in AXE ECN Pty Limited, an as yet unlicensed
Australian alternative trading platform and has a strategic
investment in the Bond Exchange of South Africa. The
NZX Group of companies is explained in more detail in
pages 9 - 11 in the Annual Report. A notice under section
209 of the Companies Act or a copy of the Annual Report
was sent to Shareholders on 31 March 2009.
The purpose of the Offer is to raise finance necessary for
NZX to make one or more of the Acquisitions and/or to
take advantage of other investment opportunities presented
by the current market. Further details of the rationale
for the Rights Issue and benefits of the Acquisitions are
contained in the “Acquisitions” section on page 14.
Further details of the Company’s business activities are
set out in the “NZX’s Business” section of this Offer
Document on page 13.
RISK FACTORS
The Company is subject to the general risks that are
inherent in the operation of a business in the New Zealand
economy, and in routine commercial activity.
Other special trade factors and risks which are not men-
tioned elsewhere in this Offer Document, which are not
likely to be known or anticipated by the general public and
could materially affect the prospects of the Group, are
set out in the section “What are My Risks?” on pages 21
to 28 of this Offer Document (under the heading “Special
Trade Factors and Risks”).
PRELIMINARY AND ISSUE EXPENSES
The issue expenses are estimated to be approximately
$100,000 (issue expenses include legal fees, printing
and postage costs and share registry expenses) and are
payable by the Company. There are no commissions
payable in relation to the Offer of New Shares.
OTHER TERMS OF OFFER AND SECURITIES
All other terms of the Offer, and all terms of the New
Shares being offered (except those implied by law and
those contained in the Constitution) are set out in this
Offer Document.
AUDITED FINANCIAL STATEMENTS
The most recent audited financial statements of the
Company (including a statement of financial position) were
prepared as at 31 December 2008 and were included in
the Company’s 2008 Annual Report. A notice under section
209 of the Companies Act or a copy of the 2008 Annual
Report was sent to Shareholders on 31 March 2009. The
audited financial statements were prepared in accordance
with the Financial Reporting Act 1993.
AVAILABILITY OF AUDITED FINANCIAL STATEMENTS
Further copies of the most recent audited financial
statements of the Group that were last sent to Shareholders
in accordance with the Companies Act (being those
prepared as at 31 December 2008), together with copies
of all reports which would otherwise be required by the
Companies Act to be annexed to such statements, can be
obtained free of charge by any person to whom the Offer
is made during normal business hours at the Company’s
registered office, specified above and at www.nzx.com.
Copies of all the documents referred to in this paragraph
are also available on the Companies Office website at
www.companies.govt.nz or, if they are not available on
that website, by contacting Link Market Services Limited
on 03 308 8887 or at the address specified above. A request
for the documents can also be made by contacting the
Company on 04 496 2890.
PAGE 33

DIRECTORS’ STATEMENT

H. DIRECTORS’
STATEMENT

In the opinion of the Directors, after due enquiry by them, in relation to the period since 31 December
2008 (being the date of the most recent statement of financial position of the group) to the date of
delivery of this offer document for registration, no circumstances have arisen that materially adversely
affect:

a) the trading or profitability of the Group;

b) the value of the Group’s assets; or
c) the ability of the Group to pay its liabilities due within the next 12 months.

This combined short form registered prospectus and investment statement has been signed by or on
behalf of the Directors.

A W HARMOS C J D MOLLER N PAVIOUR-SMITH

H W VAN DER HEYDEN N H R WILLIAMS M R WELDON

PAGE 34

GLOSSARY OF TERMS

I. GLOSSARY
OF TERMS
THE TERMS AND PHRASES DESCRIBED IN THIS GLOSSARY APPLY TO THIS OFFER DOCUMENT.

$: New Zealand dollars.

Acquisitions: The proposed acquisitions of certain assets of M-co; all of the assets
of Country-Wide and 50.1% of the shares of NSX.

Annual Report: NZX 2008 Annual Report.

AXE: AXE ECN Pty Limited.

Board: The Board of Directors of NZX.

CEO: The Chief Executive Officer of NZX.

Closing Date: Wednesday 17 June 2009.

Companies Act: Companies Act 1993.

Company or NZX: NZX Limited.

Constitution: The constitution of NZX as amended from time to time.

Country-Wide: Country-Wide Publications Limited.

CSN: Common Shareholder Number.

Directors: The directors of NZX, from time to time.

Existing Shares: The fully paid ordinary shares in NZX on issue as at the Record Date.

FIN: Faster Identification Number.

Listing Rules: The listing rules of the NZSX market, as applicable to NZX from time to time.

M-co: Marketplace Company Limited.

Minimum Holding: 50 NZX shares.

New Shares: The ordinary shares in NZX offered in this Offer Document.

Nominee: The Registry is the nominee company for the purpose of selling Rights
on behalf of overseas Rights holders.
PAGE 35

GLOSSARY OF TERMS

NSX: NSX Limited.

NZSX: The New Zealand Stock Market.

NZX Firm: A sharebroking firm authorised to trade shares on the NZSX.

NZX Group: The Company and its subsidiaries.

Offer: The offer to Shareholders of up to 5,137,810 New Shares at an issue price of $4.00
per share on the terms set out in this Offer Document. See also “Rights Issue”.

Offer Document: This combined short form registered prospectus and investment statement dated
15 May 2009.

Primary Market Participant: A sharebroking firm accredited and designated by NZX to bring new offers of
Securities to a market provided by NZX.

Record Date: 5.00pm on Tuesday 26 May 2009.

Right(s) or Rights Entitlement: A right to subscribe for one New Share for every five Existing Shares held in NZX
on the Record Date as detailed in the Rights Entitlement and Acceptance Form.

Rights Entitlement and The form accompanying this Offer Document that sets out a Shareholder’s
Acceptance Form: Rights Entitlement, and that must be completed and sent to the Registry by a
Shareholder in order to accept their Rights Entitlement.

Rights Issue: The renounceable rights issue to NZX Shareholders to raise up to $20,551,240, as
set out in more detail on pages 8 to 12 of this Offer Document. See also “Offer”.

Rules: The NZSX Listing Rules.

Securities Act: Securities Act 1978.

Securities Markets Act: Securities Markets Act 1988.

Securities Regulations: Securities Regulations 1983.

Shareholder(s): A holder(s) of shares in NZX.

Share Registrar, or Registry: Link Market Services Limited.

Special Division: A body of the New Zealand Markets Disciplinary Tribunal currently comprised
of four independent members which has the objective (under the New Zealand
Markets Disciplinary Tribunal Rules) of ensuring the Listing Rules, NZX
Participant Rules and New Zealand Markets Disciplinary Tribunal Rules are
applied in respect of NZX in an impartial and objective manner and in a manner
that fosters market confidence.
PAGE 36

CORPORATE DIRECTORY

J. CORPORATE
DIRECTORY

NZX DIRECTORS SHARE REGISTRAR

A W Harmos Link Market Services Limited

C J D Moller 138 Tancred Street
N Paviour-Smith P O Box 384
H W van der Heyden ASHBURTON 7700
N H R Williams Ph: 03 308 8887
M R Weldon Or: 0800 377 388
Fax: 03 308 1311

AUDITORS OFFICE OF NZX LIMITED

KPMG Level 2, NZX Centre

10 Customhouse Quay 11 Cable Street
PO Box 996 PO Box 2959
Wellington 6011 Wellington
Ph: (04) 816 4500 Ph: (04) 495 2382
Fax: (04) 816 4600 Fax: (04) 496 2893
Dear Shareholder

Notice regarding NZX Limited Annual Report 2008 accompanying Short Form Registered Prospectus and Investment
Statement dated 15 May 2009.

Our Annual Report for the year ended 31 December 2008 is available on the NZX website at the following link:
http://www.nzx.com/about_nzx/investor_relations. We encourage you to view the Annual Report online as it keeps costs
down, is faster and is better for the environment.

However, you have the right to receive, upon request, a printed copy of the NZX Annual Report 2008. If you wish to receive
a printed copy of the Annual Report (free of charge) please fill in your contact details in the box below and return this form,
before the closing date of the NZX Limited share offer (being 5.00pm 17 June 2009), to our registry, Link Market Services,
either by:

•
mail in the reply-paid envelope provided,
•
fax to (09) 375 5990 or (03) 308 1311, or
• scanning and email to lmsenquiries@linkmarketservices.com (please put “NZX Annual Report” in the subject line).

The Annual Report 2008 includes audited NZX Group financial statements as at, and for the accounting period ending with,
31 December 2008. These comply with generally accepted accounting practice.

The Board of NZX Limited has not prepared a concise annual report for the 2008 financial year.

I would like to receive a printed copy of the Annual Report 2008

Shareholder(s) full name(s) or Company name

as on Register

Holder number / CSN

Full postal address

Contact phone number (business hours) ( )

Yours sincerely

SAKI HANNAH | NZX COMPANY SECRETARY

NOTES
NOTES