Terms and Conditions
3. Contracts for difference
3.1. Entry into a CFD
(a) If the Investor places, and Macquarie accepts, an Order in accordance with this Condition 3, Macquarie will enter into a CFD with the Investor in respect of a Reference Security.
(b) The CFD constitutes an obligation of Macquarie to pay to the Investor:
(i) the Surplus on the Close-out Date;
(ii) any Dividend Amounts payable by Macquarie in accordance with Condition 4.3; and
(iii) any interest on Open CFDs payable by Macquarie in accordance with Condition 5.2.
(c) In consideration for the acquisition of the CFD, the Investor agrees to pay to Macquarie:
(i) the Shortfall on the Close-out Date;
(ii) any Dividend Amounts payable by the Investor in accordance with Condition 4.3;
(iii) the Trading Fee in accordance with Condition 4.4;
and
(iv) any interest on Open CFDs payable by the Investor in accordance with Condition 5.2.
Section 11
3.2. Determination of Reference Prices
(a) When determining Reference Prices:
(i) for the Opening or Close-out of CFDs, Macquarie will determine the relevant Reference Prices, being Macquarie’s reasonable estimate of the market value of the Reference Security having regard to:
(A) the relevant quantities that are bid and offered at various prices on the ASX in respect of the Reference Security;
(B) any ASX, company or market announcements that Macquarie reasonably considers will materially change the value of the Reference Security; and (C) any other factors that Macquarie considers are
relevant to the determination.
(ii) while a CFD is Open, subject to Condition 3.2(b) below, the Reference Price will be equal to the last traded price of the Reference Security on the ASX, as determined by Macquarie.
(b) Macquarie will determine Reference Prices in any case where:
(i) the ASX is closed;
(ii) the Reference Security is subject to a Potential Adjustment Event; or
(iii) the Reference Security is subject to a Market Disruption Event,
(iv) being Macquarie’s reasonable estimate of the market value of the Reference Security having regard to:
(v) the relevant quantities that are bid and offered at various prices on the ASX in respect of the Reference Security;
(vi) any ASX, company or market announcements that Macquarie reasonably considers will materially change the value of the Reference Security; and
(vii) any other factors that Macquarie considers are relevant to the determination.
3.3. Placing Orders
(a) (a) Once the Investor has the ability to enter into CFDs pursuant to Condition 2.1, the Investor may, by placing an
Order with Macquarie:
(i) offer to enter into a new CFD with Macquarie; or (ii) request Macquarie to Close-out an Open CFD.
(b) Orders are placed by Investors through the Trading Platform, or via other means acceptable to Macquarie.
(c) The Investor is responsible for ensuring the Investor has sufficient Available Funds in their Macquarie Prime Account to meet Margin Obligations for each Order to
(d) When placing the Order, the Investor must set out details of:
(i) whether the Investor intends to be the Long Party or the Short Party under the Order and the CFD;
(ii) the relevant Reference Security;
(iii) the CFD Quantity;
(iv) the Order type; and
(v) any other information applicable to the Order as may be required by Macquarie from time to time.
(e) Where the Macquarie Prime Facility has a Risk Limit of zero, each Order placed by the Investor to open a Short CFD must be accompanied by a corresponding Guaranteed Stop-Loss Order.
(f) No CFD is created or Closed-out until the Investor’s Order is accepted by Macquarie in accordance with
Condition 3.4 below.
(g) Where a Market-to-Limit or Limit Order is placed by an Investor that is an Opposite Position to an existing CFD of the Investor:
(i) the Market-to-Limit or Limit Order will be treated as a request to Close-out the CFD to the extent that the CFD Quantity of the Market-to-Limit or Limit Order offsets the CFD Quantity of the existing CFD; and (ii) to the extent that the CFD Quantity of a
Market-to-Limit or Market-to-Limit Order exceeds the CFD Quantity of the CFD, this will be treated as a Market-to-Limit or Limit Order for a new CFD with a CFD Quantity equal to the amount of this excess.
3.4. Acceptance of Order
(a) Macquarie may:
(i) accept an Order in whole; or
(ii) refuse to accept an Order or only accept an Order in part where:
(A) Macquarie is unable to fill an order on the ASX that Macquarie requires in order to manage its risks with respect to the Order;
(B) you have insufficient funds in your Prime Account to meet your obligations;
(C) trading in the Shares or Financial Instruments relevant to the Order has been suspended or halted for any reason whatsoever and you have not reconfirmed instructions;
(D) a view is taken that the Order or the actions necessary for Macquarie to manage its risks with respect to the order is likely to:
(I) contribute to a breach of either the
Corporations Act, ASIC Market Integrity Rules or ASX Operating Rules;
(II) be inappropriate, unethical or likely to negatively impact on the reputation and integrity of Macquarie or the Trading Participant within the market; or
(III) create a disorderly market in the Shares;
(E) accepting an Order would be in breach of Macquarie’s internal risk management policies;
(F) you have not entered into a relevant agreement with Macquarie allowing you to place the Order;
(G) Macquarie is unable to accept the Order due to interruptions or failures of its IT systems;
(H) a relevant trade is not completed properly;
(I) Macquarie reasonably determines that:
(I) market conditions make it inappropriate to accept the Order (having regard to factors including volatility, liquidity and availability); or (II) it is otherwise necessary to refuse to accept
the Order; or
(J) accepting an Order would result in your Utilised Risk Limit exceeding your Risk Limit.
(b) Macquarie will be taken to have accepted an Order as soon as it enters into any arrangement to hedge its exposure under the CFD resulting from acceptance of the Order or otherwise at the time it records the transaction concerning the CFD in its records.
(c) Where the Macquarie Prime Facility has a Risk Limit of zero, Macquarie will not accept an Order to open a new Short CFD unless the Order is accompanied by a corresponding Guaranteed Stop-Loss Order.
(d) An Order will be binding on the Investor upon the acceptance by Macquarie of the Order. The Investor acknowledges that Macquarie may accept an Order in accordance with this Condition 3.4 without any notice of acceptance, aside from the Confirmation, being given to the Investor.
(e) If Macquarie decides not to accept, or cancels its acceptance of, an Investor’s Order to enter into a CFD or to Close-out a CFD, Macquarie will advise the Investor of that decision.
(f) Despite anything in these Terms and Conditions, if Macquarie trades a Reference Security to hedge its acceptance of an Investor’s Order and that trade does not settle, is cancelled or its settlement is delayed, Macquarie may cancel the acceptance of the Investor’s CFD Order or retrospectively change the date on which this Order was deemed to have been accepted and change any information in the Trading Platform (including the record of any CFD) to reflect this.
3.5. Confirmations
(a) If Macquarie accepts an Order, Macquarie will send the Investor a Confirmation.
(b) A failure by Macquarie to send the Investor a Confirmation will not affect the validity of the CFD or Close-out.
(c) The Investor authorises Macquarie to:
(i) send Confirmations in electronic form, on the basis that neither of them guarantees the security, confidentiality or absence of viruses or other harmful material in electronic communications;
(ii) where permitted by law, send a single Confirmation for a series of transactions; and
(iii) issue a replacement Confirmation or statement to correct an error or omission, if required by law.
(d) If there is a conflict between:
(i) the Transaction Documents; and
(ii) Macquarie’s records of the transaction concerning a CFD or an Order,
Macquarie’s records of the transaction concerning a CFD or an Order will prevail except in the case of an error in Macquarie’s records.
3.6. Errors
If, within five Business Days of acceptance of an Order, Macquarie determines that, in Macquarie’s reasonable opinion, any terms of the CFD or Guaranteed Stop-Loss protection are materially incorrect, then, without prejudice to any other rights of the parties:
(a) Macquarie will Close-out the CFD and/or cancel the Guaranteed Stop-Loss protection;
(b) Macquarie will give notice to the Investor of the error and the Close-out of the CFD and/or the cancellation of the Guaranteed Stop-Loss protection as soon as reasonably practicable; and
(c) each party must promptly refund any amounts paid in respect of the CFD or Guaranteed Stop-Loss protection, and neither party will have any further obligation in respect of the CFD or the Guaranteed Stop-Loss protection.
3.7. Order types
(a) When placing an Order under Condition 3.3, an Investor may specify any of the following types of Orders:
(i) ‘Market-to-Limit Order’;
(ii) ‘Limit Order’;
(iii) ‘Stop-Loss Order’;
(iv) ‘Trigger Order’;
(v) ‘Guaranteed Stop-Loss Order’; or
(vi) any other Orders described on the Prime Website from time to time.
Some Order types may not be available at a given point in time. Further, certain Order types will only be available for selected Reference Securities. A full list of the Order types and Reference Securities that are currently available is published by Macquarie on the Prime Website.
3.8. Market-to-Limit Orders
(a) If an Investor specifies that an Order is a Market-to-Limit Order, the Investor offers to Open a CFD or requests the Close-out of an Open CFD in respect of the CFD at the best prevailing bid (where the Order is to Open a Long CFD or Close-out a Short CFD) or offer (where the Order is to Close-out a Long CFD or Open a Short CFD) Reference Price.
(b) If Macquarie does not completely accept the Order (because there is not a sufficient quantity of securities at the best prevailing offer (or bid) Reference Price for the Order to be accepted completely) the remaining quantity will remain un-accepted and will be treated as a Limit Order at the original best prevailing offer (or bid) Reference Price.
(c) The Market-to-Limit Order is open for acceptance in accordance with this Condition 3 for an indefinite period until the Market-to-Limit Order is cancelled by the Investor.
3.9. Limit Orders
(a) Where an Investor specifies that an Order is a Limit Order, the Investor offers to enter into a CFD in respect of the Reference Security or requests the Close-out of an Open CFD at the Limit Price or better at any time during the Limit Order Period in accordance with Condition 3.9(d).
(b) The Limit Order is open for acceptance by Macquarie for the Limit Order Period.
(c) The Limit Order Period is specified by the Investor as extending to either:
(i) the next Closing Time; or
(ii) an indefinite period until the Limit Order is cancelled by the Investor.
(d) Subject to Condition 3.4(a), Macquarie may accept the Limit Order:
(i) where the Investor will be the Long Party under the CFD, or where the Investor is requesting the Close-out of a CFD to which the Investor is the Short Party, where the Reference Price is less than or equal to the Limit Price during the Limit Order Period; or
(ii) where the Investor will be the Short Party under the CFD, or where the Investor is requesting the Close-out of a CFD to which the Investor is the Long Party, where the Reference Price is greater than or equal to the Limit Price during the Limit Order Period.
3.10. Stop-Loss Order
(a) Where an Investor specifies that an Order is a Stop-Loss Order, the Investor requests Macquarie to Close-out a CFD where the Reference Price is at or beyond the Stop-Loss Level in accordance with Condition 3.10(d).
(b) The Stop-Loss Order is open for acceptance by Macquarie for an indefinite period until the Stop-Loss Order is cancelled by the Investor.
(c) A Stop-Loss Order can be made with reference to an Open CFD, or with reference to a Limit Order. In the case of a Loss Order in respect of a Limit Order, the Stop-Loss Order can only be accepted by Macquarie after the Limit Order has been accepted.
(d) Macquarie will, subject to the matters set out in Condition 3.4(a)(ii), use reasonable endeavours to accept the Stop-Loss Order by Closing-out the CFD:
(i) where the Investor is the Long Party, where the Reference Price is less than or equal to the Stop-Loss Level; or
(ii) where the Investor is the Short Party, where the Reference Price is greater than or equal to the Stop-Loss Level.
3.11. Trigger Orders
(a) If an Investor specifies that an Order is a Trigger Order, the Investor requests Macquarie to place a Market-to-Limit or Limit Order contingent on the occurrence of a Trigger Event in accordance with Condition 3.11.
(b) In placing a Trigger Order, the Investor must specify the following terms on which a Trigger Event may occur, being the:
(i) Reference Security;
(ii) Trigger Level; and
(iii) whether the Reference Price must trade equal to or above, or equal to or below, the Trigger Level for a Trigger Event to occur.
(c) The Investor must also specify the terms of the Market-to-Limit or Limit Order they wish to place based on the
(d) If a Trigger Event occurs in respect of a Trigger Order that has not been cancelled, the Investor is taken to have placed a Market-to-Limit or Limit Order in accordance with Condition 3.8 or 3.9 (as appropriate) and that Order is open for acceptance in accordance with Condition 3.4.
3.12. Guaranteed Stop-Loss Order
(a) Where an Investor specifies that an Order is a Guaranteed Stop-Loss Order, the Investor requests Macquarie to enter into a binding commitment to Close-out an Open CFD at the GSL Level if the Reference Price equals or exceeds trades at or beyond the GSL Level during the GSL Period, in accordance with Condition 3.12(f). As part of the Order, the Investor must specify a GSL Period and a GSL Percentage and will be advised of the indicative GSL Premium by Macquarie. The GSL Percentage is used in the calculation of the GSL Level.
(b) An offer to enter into a Guaranteed Stop-Loss arrangement can be made by an Investor with reference to an existing CFD, or with reference to a Market-to-Limit Order or a Limit Order that has not yet been accepted, including these Orders where they are part of a Trigger Order.
(c) Where the Guaranteed Stop-Loss Order is made with reference to an existing CFD, the Order may be accepted by Macquarie immediately. Where the Guaranteed Stop-Loss Order is made with reference to a Market-to-Limit Order or a Limit Order that has not yet been accepted, the Guaranteed Stop-Loss Order can only be accepted by Macquarie when Macquarie has accepted the Market-to-Limit Order or Market-to-Limit Order (whichever applies).
(d) Macquarie may, at its sole discretion, accept a Guaranteed Stop-Loss Order. Upon acceptance by Macquarie, the Investor must immediately pay the applicable GSL Premium to Macquarie and the GSL Period will commence once the GSL Premium has been received by Macquarie.
(e) If at any time during the GSL Period:
(i) if the Investor is the Long Party to the relevant Open CFD, the Reference Price is less than or equal to the GSL Level; or
(ii) if the Investor is the Short Party to the relevant Open CFD, the Reference Price is greater than or equal to the GSL Level, the Investor will be deemed to have placed an Order to Close-out the Open CFD at the GSL Level.
(f) Subject to the payment of the GSL Premium, Macquarie also agrees that it will accept any Order to Close-out the Investor’s CFD made under Condition 3.12(e) above.
(g) The Guaranteed Stop-Loss shall apply until either:
(i) the CFD to which it relates is Closed-out by operation of the Guaranteed Stop-Loss or otherwise;
(ii) a subsequent Guaranteed Stop-Loss Order in respect of the same CFD is placed by the Investor and accepted by Macquarie; or
GSL Expiry is reached, whichever occurs first.
(h) Subject to payment of the GSL Premium and Condition 3.4(a), Macquarie will Close-out the CFD at the GSL Level:
(i) where the Investor is the Long Party, where the Reference Price is less than or equal to the GSL Level;
or
(ii) where the Investor is the Short Party, where the Reference Price is greater than or equal to the GSL Level.
(i) Condition 3.12(e) will not apply if an event described in Condition 3.12(e) occurs at a time when normal trading on the ASX has ceased for that Trading Day.
(j) In the event that the Investor’s Macquarie Prime Facility is terminated prior to the expiry of the GSL Period, Macquarie will refund part of the GSL Premium. The amount refunded will be the remaining value of the Investor’s GSL, as specified on the Trading Platform on the date of termination.
3.13. Cancellation of Orders
(a) Without limiting Macquarie’s rights under Condition 3.4(e), an Order (or part of an Order) can be cancelled at any time prior to the Order (or that part of the Order) being accepted by Macquarie. Such a cancellation can be made by:
(i) the Investor, by giving notice of cancellation in a form acceptable to Macquarie; or
(ii) Macquarie, by cancelling the Order (or the relevant part of the Order) in Macquarie’s books and records.
(b) Where an Investor’s request to cancel an Order (or part of an Order) is not received by Macquarie prior to acceptance of that Order (or the relevant part of the Order) by Macquarie, the CFD or Close-out resulting from the acceptance of that Order shall be valid and binding under these Terms and Conditions.
(c) The Investor agrees and acknowledges that any action by the Investor to modify or cancel an Order (or part of an Order) otherwise than in accordance with Condition 3.13(a) will be ineffective.
3.14. No transfer of legal or beneficial interest in the Reference Securities
The Investor agrees and acknowledges that a CFD does not transfer the legal or beneficial interest in any Reference Security to or from the Investor and the Investor has no right or obligation to acquire or deliver the Reference Securities underlying a CFD.