PCT
28/11/2014 13:44
WAV/RULE
NOT PRICE SENSITIVE
REL: 1344 HRS Precinct Properties New Zealand Limited
WAV/RULE: PCT: PCT - Application for waiver from Rule 5.2.3
NZX Regulation Decision
Precinct Properties Limited ("PCT")
Application for a waiver from NZX Debt Market Listing Rule 5.2.3
27 November 2014
Background
Decision
1. On the conditions set out in paragraph 2 below, and on the basis that the
information provided by PCT is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants PCT a waiver from NZX Debt Market
Listing Rule ("Rule") 5.2.3 in respect of the Bonds for a period of 12 months
from the Quotation date for the Bonds, to allow PCT to have fewer than 500
Bond holders who are Members of the Public holding at least 25% of the Bonds.
2. The waiver in paragraph 1 above is provided on the following conditions:
a. PCT clearly and prominently discloses this waiver and its effect in the
offer document for the Bonds; and
b. PCT clearly and prominently discloses this waiver and its effect in its
half-year report and its annual report for the year the waiver is relied on.
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. Rule 5.2.3 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. Debt Securities are generally not subject to the same degree of trading
activity as Equity Securities;
b. PCT has advised that it expects the spread of Bonds will increase to meet
spread requirements over time;
c. the condition, contained in paragraph 2(a) above, will ensure that
prospective Bondholders are aware that the Bonds may not satisfy the spread
requirements of Rule 5.2.3;
d. the 12-month waiver gives NZXR the opportunity to reconsider the spread of
the Bonds in 12 months' time if PCT considers a waiver is still required; and
e. there is precedent for this decision.
Confidentiality
6. PCT has requested this application and any decision be kept confidential
until PCT has made an announcement regarding the offer of the Bonds.
7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants PCT's request.
Appendix One
1. PCT is a listed issuer with securities Quoted on the NZX Main Board.
2. PCT intends to make an offer of senior secured fixed rate bonds ("Bonds")
to be quoted on the NZX Debt Market.
3. PCT will publish a Simplified Disclosure Prospectus in relation to the
Bond issue.
4. It is expected that demand for the Bonds will predominantly come from
institutional investors, due to the likely interest rate, and accordingly the
Bonds are unlikely to meet the spread requirements of Rule 5.2.3 initially.
However, PCT anticipates there will be strong investor demand for the Bonds
over time, leading to an increase in the spread of the Bonds over time.
Appendix Two
Rule 5.2 - Quotation of Securities
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.
Rule 1.6 - Interpretation
Members of the Public means, in relation to an Issuer and/or Securities of an
Issuer, any person other than:
a) a person who holds, or who is one of a group of Associated Persons who
together hold, 10% or more of a Class of Securities; or
b) a person who has, or who is one of a group of Associated Persons who
together have, the power (whether contingent or not) to appoint one or more
Directors of the Issuer; or
c) any other person or member of a class of persons, whom NZX in its
discretion declares not to be a Member of the Public for the purposes of the
Rules.
End CA:00258255 For:PCT Type:WAV/RULE Time:2014-11-28 13:44:30
