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U.S. Securities and Exchange Commission

Securities Act of 1933
Rule 902(b)

April 12, 2019

Response of the Office of International Corporate Finance
Division of Corporation Finance

Ms. Kristin Brandon
Head of Policy and Regulatory Affairs
NZX Limited
Level 1, NZX Centre
11 Cable Street, PO Box 2959
Wellington 6140
New Zealand


NZX Limited
Request under Rule 902(b)

Dear Ms. Brandon:

We are responding to your request dated April 10, 2019. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your request.

Based on the facts presented, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, designates NZX Limited, including the markets it operates, NZX Main Board, NZX Debt Market, NZX Alterative Market, and NXT Market, as a "designated offshore securities market" within the meaning of Rule 902(b) of Regulation S under the Securities Act of 1933.

This designation is based on the representations made to the Division in your request. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the question presented or any views on any other questions that the designation may raise.

For the Commission
by the Division of Corporation Finance
pursuant to delegated authority,

/s/ Michael Coco

Michael Coco
Chief, Office of International Corporate Finance
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 11/20/18