Ann: WAV/RULE: NZXR: SEK - Application for Waiver from Listing...

• Release Date: 03/09/14 13:16
• Summary: WAV/RULE: NZXR: SEK - Application for Waiver from Listing Rule 7.11.1
• Price Sensitive: No
• Download Document  6.64KB

					NZXR
03/09/2014 13:16
WAV/RULE

REL: 1316 HRS NZX Regulation

WAV/RULE: NZXR: SEK - Application for Waiver from Listing Rule 7.11.1

NZX Regulation Decision

Seeka Kiwifruit Industries Limited (SEK)
Application for a waiver from NZX Main Board Listing Rule 7.11.1

1 September 2014

Waiver from Listing Rule 7.11.1

Decision

1. On the conditions set out in paragraph 2 below, NZX Regulation (NZXR)
grants SEK a waiver from NZX Main Board Listing Rule 7.11.1 (Rule) to the
extent that this Rule requires SEK to proceed to allotment within 5 business
days after the applications for Shares under the Incentive Scheme close.

2. The waiver in paragraph 1, above, is provided on the conditions that:

a.the Shares offered under the Incentive Scheme will be allotted:
i. within 5 business days of 31 August 2015 for Share entitlements for the
2015 supply season; and
ii. within 5 business days of 31 August 2016 for Share entitlements for the
2016 supply season;

b. the waiver and its effect must be clearly disclosed in the offer documents
provided for the Incentive Scheme; and

c. the offer documents for the Incentive Scheme must include a timetable
which includes the date when the offer is made, the date when the offer
closes, the date when the price for each relevant supply season will be set
and the date by which the Shares for the relevant supply season will be
allotted.

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. Under the Incentive Scheme, the number of Shares each Participating Grower
is entitled to be allotted depends on the number of kiwifruit trays that the
Participating Grower provides to SEK during the relevant supply season.
Therefore, the shares are not able to be allotted until after the end of the
relevant supply season.  However, participation in the scheme is offered, and
must be accepted, at the beginning of the supply season.  Consequently, the
number of Shares that a Participating Grower will be entitled to under the
Incentive Scheme is not able to be known by SEK at the date that applications
close and Shares are not able to be allotted within 5 business days of the
close of the offer.

b. Participating Growers are entitled to be issued $0.10 worth of Shares for
every tray of kiwifruit supplied.  The number of Shares issued will be
determined on the number of trays supplied in relation to the VWAP Price.  In
accordance with the policy of Rule 7.11.1, the conditions of the waiver
require that the shares must be allotted within 5 business days of the VWAP
Price being determined.

c. The shares are issued as a bonus for providing all kiwifruit to SEK.  As
no additional consideration is provided for Shares there is a low risk of
harm to Participating Growers should the price of the Shares fall in value
between the subscription and allotment.

d. As the number of Shares issued under the Scheme is calculated based on the
VWAP Price immediately prior to the issue of Shares, and Shares are issued
for no additional consideration, granting the waiver will not disadvantage
Participating Growers. On that basis, NZXR is comfortable that the waiver
will not have a material adverse effect on Participating Growers.

e. The conditions of the waiver require that the offer documents for the
Incentive Scheme include information about when the offer closes, when the
price will be set and when the Shares will be allotted, for each supply
season.  Therefore, Participating Growers will be aware at the time of
subscription of the time period between election to participate and allotment
of the Shares.

Confidentiality

6. SEK has requested that this application and any decision be kept
confidential until SEK has announced the Incentive Scheme.

7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants SEK's request.
ENDS

Appendix One

1. Seeka Kiwifruit Industries Limited (SEK) runs a scheme to incentivise
growers to provide all kiwifruit to SEK.  Under the scheme, kiwifruit growers
who elect to participate (Participating Growers) are entitled to be issued
$0.10 worth of SEK ordinary shares (Shares) for no additional consideration
for every tray of kiwifruit supplied to SEK for each of the 2015 and 2016
kiwifruit supply seasons (Incentive Scheme).

2. At the end of each supply season the number of Shares issued is determined
based on the volume weighted average sale price of Shares on the NZX Main
Board over the 20 Business days prior to 31 August of the relevant supply
season (VWAP Price). In September 2015 and 2016 SEK will automatically issue
Participating Growers $0.10 worth of Shares for every tray of kiwifruit
supplied to SEK by the Participating Grower during the relevant supply season
at the relevant VWAP Price.

3. An offer document setting out the terms of the Incentive Scheme will be
delivered to kiwifruit growers in September 2014 seeking participation in the
Incentive Scheme for the 2015 and 2016 supply seasons. An application for
participation in the Incentive Scheme for the 2015 and 2016 supply seasons
must be received:

a. from existing Participating Growers, by 30 September 2014, being
approximately 12 months before SEK will issue Shares to those Participating
growers in respect of the 2014 supply season and approximately 24 months
before SEK will issue Shares to those Participating Growers in respect of the
2016 supply season; and

b. from new participants in the Incentive Scheme, by 31 March 2015, being
approximately six months before SEK will issue Shares to Participating
Growers in respect of the 2015 supply season and approximately 18 months
before SEK will issue Shares to Participating Growers in respect of the 2016
supply season.

4. An offer document setting out the terms of the Incentive Scheme will also
be delivered to kiwifruit growers in September 2015 seeking participation of
further growers for the 2016 supply season.  An application for participating
in the Incentive Scheme for the 2016 supply season must be received by 31
March 2016 being approximately six months before SEK will issue Shares to
Participating Growers in respect of the 2016 supply season.

Appendix Two

Rule 7.11.1 - An Issuer making an issue of Securities Quoted or to be Quoted
(other than Equity Securities issued under Rule 7.3.10) shall proceed to
allotment within five Business Days after the latest date on which
applications for Securities close.
End CA:00254813 For:NZXR   Type:WAV/RULE   Time:2014-09-03 13:16:13