CDI
23/03/2016 08:30
WAV/RULE
NOT PRICE SENSITIVE
REL: 0830 HRS CDL Investments New Zealand Limited
WAV/RULE: CDI: Waiver from NZX Main Board Listing Rule 5.2.3
NZX Regulation Decision
CDL Investments New Zealand Limited (CDI)
Application for waiver from NZX Main Board Listing Rule 5.2.3
22 March 2016
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis
that the information provided by CDL Investments New Zealand Limited (CDI) is
complete and accurate in all material respects, NZX Regulation (NZXR) grants
CDI a waiver from Rule 5.2.3 in respect of its ordinary shares for a period
of twelve months to allow CDI to have fewer than 25% of the ordinary shares
held by Members of the Public.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. CDI clearly and prominently discloses this waiver, its conditions, and its
implications in CDI's half-year and annual reports, and in any offer
documents relating to any offer of shares undertaken by CDI, during the
period of the waiver;
b. CDI notifies NZXR as soon as practicable if there are any material changes
to the percentage of ordinary shares held by Members of the Public; and
c. CDI consistently monitors the percentage of shares held by Members of the
Public and provides NZXR with a written quarterly update of the percentage of
shares held by Members of the Public. CDI will provide quarterly updates to
NZXR no later than 5 July 2016, 5 October 2016, 10 January 2017 and 4 April
2017. The quarterly updates are from the date the waiver is granted, for the
period of the waiver. The updates are to be provided to NZXR within ten
business days of the end of each quarter.
3. The information on which this decision is based is set out in Appendix One
to this decision. This waiver will not apply if that information is not or
ceases to be full and accurate in all material respects.
4. The Rule to which this decision relates is set out in Appendix Two to this
decision.
Reasons
5. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:
a. the purpose of Rule 5.2.3 is to promote a liquid market which is important
to ensure efficient price setting and to enable shareholders to trade;
b. as at 4 March 2016, CDI has approximately 2,830 shareholders who are
Members of the Public, holding approximately 23.1% of the ordinary shares.
NZXR is satisfied that CDI will maintain a spread of security holders which
is sufficient to ensure a liquid market;
c. CDI meets the requirement that 500 Members of the Public hold at least a
Minimum Holding;
d. one of CDI's substantial shareholders, Mr Adrian Ho, is no longer
considered to be a Member of the Public for the purposes of the Rules on the
basis that Adrian Ho now holds 10% of the ordinary shares in CDI;
e. in the absence of a waiver from Rule 5.2.3, CDI would be unable to comply
with Rule 5.2.3 and could not continue to quote the ordinary shares. CDI
submits, and NZXR has no reason not to accept, that compliance with Rule
5.2.3 is outside of the control of CDI and its Directors;
f. holders of the ordinary shares will not be disadvantaged by the granting
of the waiver. Further, CDI has submitted, and NZXR has no reason not to
accept, that it is in the best interests of holders of the ordinary shares to
allow the ordinary shares to remain Quoted on the basis that the holders will
remain entitled to the protections afforded by the Rules, and a constitution
that reflects those protections;
g. the condition contained in paragraph 2(a) above will provide access to
information for both existing holders of the ordinary shares, as well as
those wishing to trade in the ordinary shares, of this waiver and its
implications for the ordinary shares;
h. the conditions contained in paragraphs 2(b) and (c) above will ensure that
NZXR is able to monitor any material changes in CDI's spread over the period
of the waiver;
i. the waiver is granted for a period of twelve months. This gives NZXR the
opportunity to reconsider the spread of the ordinary shares in twelve months'
time if CDI considers a waiver is still required; and
j. there is precedent for this decision.
Appendix One
1. CDL Investments New Zealand Limited (CDI) is a Listed Issuer with ordinary
shares Quoted on the NZX Main Board.
2. While preparing its Annual Report (and following investigations by CDI to
confirm the position), CDI became aware that one of its substantial
shareholders, Mr Adrian Ho, could no longer be considered a Member of the
Public under the Rules on the basis that Adrian Ho now holds 10% of the
ordinary shares in CDI.
3. As at 4 March 2016, a total of 2,830 Members of the Public held 23.1% of
the ordinary shares on issue.
4. CDI has applied for a waiver from Rule 5.2.3 in respect of the ordinary
shares for a period of twelve months.
Appendix Two
Rule 5.2 Quotation of Securities
Rule 5.2.3 A Class of Securities will generally not be considered for
Quotation on the NZSX or NZDX unless those Securities are held by at least
500 Members of the Public holding at least 25% of the number of Securities of
that Class issued, with each Member of the Public holding at least a Minimum
Holding, and those requirements are maintained, or NZX is otherwise satisfied
that the Issuer will maintain a spread of Security holders which is
sufficient to ensure that there is a sufficiently liquid market in the Class
of Securities.
End CA:00279703 For:CDI Type:WAV/RULE Time:2016-03-23 08:30:29
