- Release Date: 03/09/14 13:16
- Summary: WAV/RULE: SEK: SEK - Application for Waiver from Listing Rule 7.11.1
- Price Sensitive: No
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SEK 03/09/2014 13:16 WAV/RULE REL: 1316 HRS Seeka Kiwifruit Industries Limited WAV/RULE: SEK: 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:00254814 For:SEK Type:WAV/RULE Time:2014-09-03 13:16:13
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