Ann: WAV/RULE: ANB: ANB - Waiver from the NZX Debt Market Listing Rules

• Release Date: 24/02/15 08:36
• Summary: WAV/RULE: ANB: ANB - Waiver from the NZX Debt Market Listing Rules
• Price Sensitive: No
• Download Document  22.19KB

					ANB
24/02/2015 08:36
WAV/RULE
NOT PRICE SENSITIVE
REL: 0836 HRS ANZ Bank New Zealand Limited

WAV/RULE: ANB: ANB - Waiver from the NZX Debt Market Listing Rules

NZX Regulation Decision

ANZ Bank New Zealand Limited
Application for a waiver from - NZX Debt Market Listing Rules 3.2.1(a),
7.12.2, 10.3 and 10.4

20 February 2015

Application 1 - Waiver from NZX Debt Market Listing Rule 3.2.1(a)

Decision

1. On the basis that the information provided by ANZ Bank New Zealand Limited
("ANB") is complete and accurate in all material respects, NZX Regulation
("NZXR") grants ANB a waiver from NZX Debt Market Listing Rule ("Rule")
3.2.1(a) so that the deed poll for the ANB Notes ("Deed Poll") is not
required to provide that the appointment of a new trustee is to be approved
by an extraordinary resolution of holders of ANB Notes.

2. The information on which this decision is based is set out in Appendix One
to this decision. This decision will not apply if that information is not, or
ceases to be, full and accurate in all material respects.

3. Rule 3.2.1(a) is set out in Appendix Two to this decision.

Reasons

4. In coming to the decision to grant the waiver set out in paragraph 1
above, NZXR has considered that:

a. Registered banks are exempt from the requirement to have a trustee under
the Securities Act 1978 in recognition of their alternative regulatory
supervision structure.

b. Given that the general law recognises alternative regulatory structures
for registered banks (including prudential supervision by the Reserve Bank of
New Zealand) NZXR accepts that it is appropriate to grant a waiver from the
requirements in Rule 3.2.1(a), which would otherwise add an extra layer of
supervision not envisioned by the general law.

c. NZXR has granted similar waivers in respect of debt issues by other
registered banks.

Application 2 - Waiver from NZX Debt Market Listing Rule 7.12.2 in respect of
Routine Payments of Interest

Decision

5. Subject to the conditions in paragraph 6 below, and on the basis that the
information provided by ANB is complete and accurate in all material
respects, NZXR grants ANB a waiver from Rule 7.12.2 in respect of routine
payments of interest on the ANB Notes.

6. The waiver contained in paragraph 5 is granted on the following
conditions:

a. The timing of, and record date for, the routine payments of interest are
disclosed in the investment statement;

b. The process for determining the interest rate and the date on which the
interest rate will be announced via NZX are disclosed in the investment
statement;

c. The interest rate that will apply until the Optional Exchange Date (five
years after issuance) will be announced via NZX on or before the date the ANB
Notes are issued; and

d. The waiver, its conditions and its implications are disclosed in the
investment statement.

7. The information on which this decision is based is set out in Appendix One
to this decision. This decision will not apply if that information is not, or
ceases to be, full and accurate in all material respects.

8. Rule 7.12.2 is set out in Appendix Two to this decision.

Reasons

9. In coming to the decision to grant the waiver set out in paragraph 5
above, NZXR has considered that:

a. Due to the possibility that the ANB Notes may be Converted into ordinary
shares in ANZBGL in certain situations, the ANB Notes constitute Convertible
Debt Securities and the exception in Rule 7.12.4 does not apply.

b. Although the ANB Notes are technically Convertible Debt Securities, they
will have features typical of subordinated debt securities while they are
quoted on the NZX Debt Market.

c. The interest payments to be made on the ANB Notes are routine payments
(subject to ANB's absolute discretion and the satisfaction of certain
conditions). The conditions set out in paragraph 6 will ensure that holders
of ANB Notes have certainty as to the amounts (until the Optional Exchange
Date) and timing of interest payments.

d. ANB will be subject to Rule 7.12.6 and will be required to notify NZX in
the event interest is not paid on the due date.

Application 3 - Waiver from NZX Debt Market Listing Rule 7.12.2 in the Event
of Exchange due to Non-Viability Event

Decision

10. Subject to the conditions in paragraph 11 below, and on the basis that
the information provided by ANB is complete and accurate in all material
respects, NZXR grants ANB a waiver from Rule 7.12.2 so that, if Conversion of
the ANB Notes occurs on account of a common equity or non-viability trigger
event ANB is not required to give notice in accordance with Rule 7.12.2 in
relation to Conversion.

11. The waiver contained in paragraph 10 is granted on the following
conditions:

a. The notice required by Rule 7.12.2 must be given as soon as practicable
and in any event before the NZX Debt Market opens for trading on the Business
Day after Conversion occurs;

b. The information required by Rule 7.12.2 which is known at the date of the
investment is disclosed in the investment statement; and

c. The waiver, its conditions and its implications are disclosed in the
investment statement.

12. The information on which this decision is based is set out in Appendix
One to this decision. This decision will not apply if that information is
not, or ceases to be, full and accurate in all material respects.

13. Rule 7.12.2 is set out in Appendix Two to this decision.

Reasons

14. In coming to the decision to grant the waiver set out in paragraph 10
above, NZXR has considered that:

a. ANB has submitted, and NZXR has no reason not to accept, that if
Conversion is required on account of a common equity or non-viability trigger
event, it will be unable to provide 10 Business Days' notice as required by
Rule 7.12.2 as the RBNZ and APRA standards require Conversion to occur
immediately.

b. ANB will be required, as a condition of this waiver, to disclose in the
investment statement the implications of this waiver and NZXR is satisfied
that this will inform the Noteholders that on the occurrence of a common
equity or non-viability trigger event, the market will not be given advance
notice.

c. The condition in paragraph 14(b) will ensure that Noteholders will have
notice of all information about Conversion that is known at the date of the
investment statement and the condition in paragraph 14(a) will ensure that
all other information that is required to be disclosed under Rule 7.12.2 is
disclosed as soon as practicable.

d. If a common equity or non-viability trigger event occurs, ANB will be
required, by virtue of the terms of the Deed Poll, to give notice as soon as
practicable that Conversion has occurred to the Noteholders.
Application 4 - Waiver from NZX Debt Market Listing Rules 10.3 and 10.4

Decision

15. Subject to the conditions in paragraph 16 below, and on the basis that
the information provided by ANB is complete and accurate in all material
respects, NZXR grants ANB a waiver from Rules 10.3 and 10.4 in respect of
Debt Securities issued by ANB.

16. The waiver contained in paragraph 15 is granted on the following
conditions:

a. ANB's most recent disclosure statement (and any supplementary disclosure
statement) is available on ANB's website and by contacting ANB's registered
office;

b. A copy of ANB's most recent disclosure statement (and any supplementary
disclosure statement) is sent to NZX by way of the market announcement
platform on an ongoing basis no later than it is made publicly available
elsewhere; and

c. If ANB is required to provide a notification of interest payment under
Rule 7.12.2, security holders are notified by way of a sentence included on
each notification that ANB's latest disclosure statement (and any
supplementary disclosure statement) is available for review at any of the
places mentioned in (a).

17. The waiver contained in paragraph 15 replaces the waivers from Rules 10.3
and 10.4 granted to ANB on 10 October 2002 and 27 February 2008.

18. The information on which this decision is based is set out in Appendix
One to this decision. This decision will not apply if that information is
not, or ceases to be, full and accurate in all material respects.

19. Rules 10.3 and 10.4 are set out in Appendix Two to this decision.

Reasons

20. In coming to the decision to grant the waiver set out in paragraph 15
above, NZXR has considered that:

a. The level of regulation that ANB is already subject to as a registered
bank including the requirement to prepare a disclosure statement quarterly in
accordance with the Registered Bank Disclosure Statement (Full and Half-Year
- New Zealand Incorporated Registered Banks) Order (No 3) 2013.

b. NZXR is satisfied with the level of disclosure in the disclosure
statements and the conditions of the waiver ensure that the latest disclosure
statement will be easily accessible to investors.

c. ANB is still subject to continuous disclosure under Rule 10.1, which
requires ANB to disclose any Material Information.

d. There is precedent for this decision.

Confidentiality

21. ANB has requested this decision be kept confidential until ANB has made
an announcement of the offer of the ANB Notes.

22. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants ANB's request.

Appendix One

1. ANZ Bank New Zealand Limited ("ANB") intends to offer up to $250 million
of perpetual subordinated notes ("ANB Notes") with unlimited
oversubscriptions, to be quoted on the NZX Debt Market.

2. The ANB Notes will be classified as debt in the financial statements of
ANB, and will be treated as Additional Tier 1 capital for both ANB under the
Reserve Bank of New Zealand's ("RBNZ") standards and Australia and New
Zealand Banking Group Limited ("ANZBGL Group") under Australian Prudential
Regulation Authority's ("APRA") standards.

3. ANB may elect to redeem or Convert into ordinary shares in ANZBGL all or
some of the ANB Notes on the Optional Exchange Date (approximately five years
after issuance) or if a specified tax or regulatory event occurs. Redemption
is subject to certain conditions being satisfied, including obtaining the
consent of the RBNZ and APRA.

4. ANB must Convert all of the ANB Notes into ordinary shares in ANZBGL on
the Mandatory Conversion Date (approximately seven years after issuance or on
the first interest payment date thereafter on which the conditions to
Conversion are satisfied), or if a change of control event occurs with
respect to ANZBGL or ANB. In addition, ANB may be required to Convert all or
some of the ANB Notes on the occurrence of a common equity or non-viability
trigger event.

5. To qualify as Additional Tier 1 capital, an instrument must fulfil certain
criteria, including to provide a permanent and unrestricted commitment of
funds, be freely available to absorb losses, and provide for fully
discretionary capital distributions. The terms of ANB Notes must meet these
criteria, in particular:

a. Subordination: The ANB Notes represent the most subordinated claim in the
liquidation of ANZ after Common Equity Tier 1 capital;

b. Perpetual: The ANB Notes have no fixed maturity date, but ANB may elect to
redeem all or some of the ANB Notes on the Optional Exchange Date or if a
specified tax or regulatory event occurs (subject to the relevant conditions
being satisfied).

c. Interest payments: Interest is scheduled to be paid quarterly in arrears
(subject to ANB's absolute discretion and to the satisfaction of certain
conditions, including that ANB and the ANZBGL Group satisfy the RBNZ and
APRA's capital adequacy requirements). The interest rate will be fixed until
the Optional Exchange Date. If the ANB Notes have not been repaid or
converted on or before the Optional Exchange Date, the interest rate will
change to a floating rate determined by reference to the three month bank
bill rate (reset every three months) and the margin (which is set prior to
the offer of ANB Notes opening).

d. Loss absorption: All or some of the ANB Notes may be required to be
converted into ordinary shares in ANZBGL if a common equity or non-viability
trigger event occurs in respect of either ANB or ANZBGL. A common equity
trigger event will occur if the common equity Tier 1 capital ratio of the ANB
Group or the ANZBGL Group is equal to or less than 5.125%. The point of
non-viability is determined by either the RBNZ or the statutory manager (in
the case of ANB) or APRA (in the case of ANZBGL). Loss absorption occurs as
follows:

i. If ANB is required to convert ANB Notes because a common equity or
non-viability trigger event has occurred:

a. each ANB Note that is to be converted will be transferred by the relevant
holder to ANZ Holdings (New Zealand) Limited ("ANZ Holdings") (ANB's
immediate holding company); and

b. ANZBGL will issue to the relevant holder a number of ordinary shares in
ANZBGL, determined in accordance with a formula set out in the terms set out
in the deed poll.
together, "Conversion".

ii. As a consequence of Conversion, holders will cease to hold ANB Notes, and
instead they will hold ordinary shares in ANZBGL. If for any reason the ANB
Notes are not able to be Converted into ordinary shares in ANZBGL when
required, to the extent that Conversion has not occurred, the ANB Notes will
be written off.

6. As a registered bank, ANB is subject to the prudential supervision of the
RBNZ. Among other requirements, ANB must publish quarterly disclosure
statements that contain financial information about the bank.

Appendix Two

Rule 3.2   Trust Deeds for Debt Securities

3.2.1 Every Trust Deed governing Debt Securities shall provide that:

(a) the appointment of a new trustee is to be approved by an extraordinary
resolution of the holders of the Securities to which the Trust Deed relates;
and

Rule 7.12  Announcements

7.12.2 Where any benefit is to be paid or distributed on Quoted Securities
(including dividends, interest or bonus issues) or any Conversion of
Securities or call on Securities is to take place, the Issuer shall give to
NZX, forthwith after any Director's recommendation and at least 10 Business
Days before the Record Date to determine entitlements or obligations, full
details of the benefit, Conversion or call, including the information in the
table below. That information shall be supplied in the form set out in
Appendix 7.

Rule 10.3  Preliminary Announcements

10.3.1 Each Issuer shall make an announcement pursuant to Rule 10.3.2
through NZX for public release, in the manner prescribed by Rule 10.2 as soon
as the Material Information is available, and in any event;

(a)  before the release of each annual report, and not later than 60 days
after the end of the financial year to which that report relates; and

(b)  before the release of each half-year report and not later than 60 days
after the end of the financial half-year to which that report relates.

10.3.2 Each preliminary announcement, whether for a full year or a half
year, shall include the information and otherwise address the matters
specified by the relevant section of Appendix 1.

Rule 10.4  Annual and Half-Year Reports

10.4.1 Subject to Rule 10.4.3 each Issuer shall within three months of the
end of each Issuer's financial years:

(a)  Deliver to NZX electronically, in the format specified by NZX from time
to time; and

(b)  Make available to each Quoted Security holder in accordance with Rule
10.4.4,
an annual report. That annual report shall be delivered to NZX before or at
the same time as it is made available to Quoted Security holders in
accordance with Rule 10.4.4, and shall contain all information:

(c)  required by law;

(d)  required in a preliminary announcement by Rule 10.3.2; and

(e)  required by Rule 10.4.4, Rule 10.4.5 and Rule 10.4.7.
The financial statements in that annual report shall be audited and shall be
accompanied by an audit report in accordance with the requirements of the
Financial Reporting Act 1993.

10.4.2 Each Issuer shall within three months after the end of the first six
months of each financial year of the Issuer:

(a) deliver to NZX electronically, in the format specified by NZX from time
to time; and

(b) make available to each Quoted Security holder in accordance with Rule
10.4.4,

a half-year report. That half-year report shall be delivered to NZX before,
or at the same time as, it is made available to Quoted Security Holders in
accordance with Rule 10.4.4. That half-year report shall include the
information and otherwise address the matters prescribed by the relevant
section of Appendix 1.

10.4.3 An Issuer that is a State enterprise (as defined in the State-Owned
Enterprises Act 1986) is not required to issue to its Quoted Security holders
an annual report (in accordance with Rule 10.4.1) or a half-year report (in
accordance with Rule 10.4.2) until that annual report or half-year report has
been provided to the Minister responsible for the State enterprise in
accordance with the requirements of the State-Owned Enterprises Act 1986 and
laid by that Minister responsible for that State enterprise before the House
of Representatives in accordance with the State Owned Enterprises Act 1986 or
published in the Gazette under section 17(2A) of the State-Owned Enterprises
Act 1986, whichever is the earlier.

10.4.4 An Issuer shall make an annual or half-year report available to Quoted
Security holders as required by Rule 10.4.1 orRule 10.4.2, by sending to
Quoted Security holders either:

(a) A copy of the annual report or half-year report (as the case may be); or

(b) A notice containing the statements referred to in section 209(3) of the
Companies Act 1993 and complying with sections 209A and 209B of the Companies
Act 1993. Provided that for the purposes of Rule 10.4.4 and Rule 10.4.6,
sections 209 to 209B of the Companies Act 1993 shall be deemed modified so
that:

(c) references in that section to "shareholders" shall be deemed to be
references to members of the relevant Class of Quoted Security holders of
that Issuer; and

(d) in respect of an Issuer which is not a company, references to "company"
shall be deemed to be references to the Issuer; and

(e) in respect of a Managed Fund, references to "board of a company" shall be
deemed to be references to the Manager; and

(f) references to "annual report" shall (for the purposes of compliance with
Rule 10.4.2) be deemed to be a reference to a half-year report; and

(g) section 209(3)(d) shall not apply to the half-year report; and

(h) references to "annual report" shall be deemed to be references to an
annual report as required by Rule 10.4.1.
Provided also that an Issuer will be deemed to have made any half-year report
available to Quoted Security holders if that Issuer's most recent annual
notification under Rule 10.4.4(b) explicitly stated that it applied to the
next half-year report under the Rules. Where a half-year report is deemed to
have been made available in this way, a Quoted Security holder's election in
respect of receipt of the relevant annual report, if any, shall apply in
connection with that half-year report, except that an election to receive a
concise annual report must be treated to include an election to receive the
relevant half-year report.

10.4.5 The annual report of an Issuer shall contain:

(a) the information required to be published by Sub part 3 of Part 2 of the
Securities Markets Act 1988 and, in the case of a company registered under
the Companies Act 1993, the information required by section 211 of that Act;
and

(b) the names and holdings of Equity Securities of the holders having the 20
largest holdings of Quoted Equity Securities on the register of the Issuer as
at a date not earlier than 2 months before the date of the publication of the
annual report; and

(c) the Equity Securities, and Securities that may Convert to Equity
Securities, in which each Director has a Relevant Interest at the balance
date of the current financial year; and

(d) details of the spread of Quoted Security holders at a date not earlier
than 2 months before the date of the publication of the annual report; and

(e) the current credit rating status (if any) of the Issuer; and

(f) a summary of all waivers:

(i) granted and published by NZX in the 12 month period preceding the balance
date of the Issuer (or a reference to where a summary of waivers are
published on the Issuer's website, which summary must be available until
publication of the next annual report); and

(ii) relied upon by the Issuer.

(g) details of any exercise of NZX's powers set out in Rule 5.4.2 where the
exercise is already public knowledge; and

(h) a statement of any corporate governance policies, practices and
processes, adopted or followed by the Issuer; and

(i) a statement on whether and, if so, how the corporate governance
principles adopted or followed by the Issuer materially differ from the
Corporate Governance Best Practice Code or a clear reference to where such
statement may be found on the Issuer's public website; and

(j) a quantitative breakdown, as to the gender composition of the Issuer's
Directors and Officers as at the Issuer's balance date and including
comparative figures for the prior balance date of the Issuer. Comparative
figures are not required to be provided in respect of balance dates falling
in periods before the effective date of this Rule; and

(k) a statement from the Board of the Issuer providing its evaluation of the
Issuer's performance with respect to its diversity policy (if applicable);
and

(l) a statement as to which of its Directors are Independent Directors and
which of its Directors are not Independent Directors, as at the balance date
of the Issuer; and

(m) details of any Director who has been appointed pursuant to provisions of
the Constitution complying with Rule 3.3.8, and the Security holder which
appointed that Director.
10.4.6 Where a concise annual report is prepared in relation to the same
accounting period as an annual report, that report shall contain:

(a) The disclosures required by section 209(5) of the Companies Act 1993
(modified in the manner set out in Rule 10.4.4; and

(b) The information required by Rule 10.4.5(e), Rule 10.4.5(f) and 10.4.5(g).

10.4.7 Any Issuer which extends its half-year reporting period or changes its
annual balance date to a later date shall make a report containing such
information, and to be released at such time, as NZX shall require in respect
of the existing half-year reporting period or the period ending on the
existing balance date.

10.4.8 Each Issuer shall supply to any Advisor or Trading Participant who so
requests, free of charge, a copy of any document referred to in Rule 10.3 or
Rule 10.4.
End CA:00261037 For:ANB    Type:WAV/RULE   Time:2015-02-24 08:36:32