Ann: RIGHT: KPG: Cleansing notice

• Release Date: 18/05/15 08:42
• Summary: RIGHT: KPG: Cleansing notice
• Price Sensitive: No
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					KPG
18/05/2015 08:42
RIGHT
NOT PRICE SENSITIVE
REL: 0842 HRS Kiwi Property Group Limited

RIGHT: KPG: Cleansing notice

NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATION 2014

1. Kiwi Property Group Limited ('Kiwi Property') intends to undertake a pro
rata 1 for 9 entitlement offer of ordinary shares to eligible shareholders.
Any shares not taken up or attributable to ineligible shareholders will be
offered to institutional investors through two bookbuilds to be run by the
joint lead managers.  These offers ('Offers') are underwritten.

2. Pursuant to the Offers, an offer for issue is being made to investors in
reliance upon the exclusion in clause 19 of schedule 1 to the Financial
Markets Conduct Act 2013.

3. This notice is provided under subclause 20(1)(a) of schedule 8 to the
Financial Markets Conduct Regulations 2014 ('Regulations').

4. As at the date of this notice, Kiwi Property is in compliance with the
continuous disclosure obligations that apply to it in relation to ordinary
shares in Kiwi Property.

5. As at the date of this notice, Kiwi Property is in compliance with its
financial reporting obligations (as defined in subclause 20(5) of schedule 8
to the Regulations).

6. As at the date of this notice, there is no information that is 'excluded
information' as defined in subclause 20(5) of schedule 8 to the Regulations.

7. The potential effects that the Offers and acquisition of new shares will
have on the 'control' (within the meaning of clause 48 of schedule 1 to the
Financial Markets Conduct Act 2013) of Kiwi Property and the consequences of
those effects are as follows:
a. As at the date of this notice, no shareholder or group of shareholders
control Kiwi Property.
b. If all eligible shareholders take up their pro rata entitlements to new
shares under the Offers, their percentage shareholding in Kiwi Property will
remain the same and there will be no effect on the control of Kiwi Property.
c. For shareholders who choose not to participate, and shareholders with
registered addresses outside of New Zealand who are not eligible to
participate in the Offers, their percentage shareholdings will be diluted as
a result of the issue of new shares.  However, it is not anticipated that any
resulting dilution would have a material effect on the control of Kiwi
Property.  Kiwi Property will be entitled to allocate their entitlements to
other parties, and expects to do so under the bookbuilds and the
underwriting.
d. If no eligible shareholders took up their entitlements, the maximum
shortfall would be approximately 10.0% of Kiwi Property.  It is expected that
any shortfall would be allocated to a number of parties, such that the
allocation should have no material effect or consequence on the control of
Kiwi Property.
e. Kiwi Property has not sought a waiver from NZX Main Board Listing Rule 7.5
(regulating issues of shares which could affect the effective control of Kiwi
Property), and the Takeovers Code will also prevent any person holding or
controlling 20% or more of the voting securities in Kiwi Property as a result
of the Offers.
f. Accordingly, the Offers are not expected to have any material effect or
consequence on the control of Kiwi Property.

On behalf of
Kiwi Property Group Limited

Chris Gudgeon
Chief Executive
[email protected]
+64 9 359 4011
mobile +64 21 855 907
End CA:00264413 For:KPG    Type:RIGHT      Time:2015-05-18 08:42:02