Ann: WAV/RULE: GMB: GMB Waiver from NZX Debt Market Listing Rule 3.2.1(d)

• Release Date: 16/06/15 15:29
• Summary: WAV/RULE: GMB: GMB Waiver from NZX Debt Market Listing Rule 3.2.1(d)
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					GMB
16/06/2015 15:29
WAV/RULE
NOT PRICE SENSITIVE
REL: 1529 HRS GMT Bond Issuer Limited

WAV/RULE: GMB: GMB Waiver from NZX Debt Market Listing Rule 3.2.1(d)

NZX Regulation Decision
GMT Bond Issuer Limited (GMB)
Application for a waiver from NZX Debt Market Listing Rule 3.2.1(d)

8 June 2015

Waiver from NZX Debt Market Listing Rule 3.2.1(d)

Decision

1. On the condition set out in paragraph 2 below, and on the basis that the
information provided by GMB is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants GMB a waiver from NZX Debt Market
Listing Rule ("Rule") 3.2.1(d) to the extent that this Rule requires that the
Trust Deed issued by GMB shall provide that a meeting of Security holders
shall be called on a requisition in writing signed by holders of not less
than 10% of the amount of the Securities for the time being outstanding.

2. The waiver in paragraph 1 above is provided on the condition that the
Trust Deed shall provide that a meeting of Security holders shall be called
on a requisition in writing signed by holders of not less than 5% of the
nominal value of the Securities for the time being outstanding.

3. The material 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 3.2.1(d) to which this decision relates is set out in Appendix Two.

Reasons

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

a. the Trust Deed currently complies with Rule 3.2.1(d), by providing that a
meeting of Security holders shall be called on a requisition in writing
signed by holders of not less than 10% of Securities outstanding.  The
Threshold in Rule 3.2.1(d) aligns with the Threshold prescribed under clause
3(1) of Schedule 15 to the Securities Regulations;

b. the Securities Regulations were revoked on 1 December 2014, by section
5(o) of the Financial Markets (Repeals and Amendments) Act 2013.  Section
120(1)(b) of the FMCA now requires that a meeting of a class of debt security
holders must be called by an Issuer on the written request of holders of no
less than 5% of the nominal value of the debt securities on issue in that
class;

c. while the Securities Regulations still apply to those Issuers continuing
to comply with the Securities Act Regime up until 30 November 2016, the FMC
Regime will apply to those Issuers who choose to transition to the new regime
prior to 30 November 2016.  GMB has not yet selected an Effective Date for
the purposes of transitioning to the FMC Regime, but expects to do so ahead
of the mandatory transition date of 1 December 2016. GMB advises that the
amendments to the Master Trust Deed are intended to come into effect on 8
June 2015, in order for the Master Trust Deed to be compliant with the FMC
Regime.

d. GMB is comfortable that in complying with the FMC Regime in advance of its
effective date, GMB remains in compliance with the Securities Regime.

e. under the Rules, and but for a waiver, Issuers who amend their trust deeds
to reflect the provisions of the FMC Regime, would need to provide in their
trust deed a greater threshold, than the Threshold permitted by the FMC
Regime; and

f. the legislative change to the Threshold affords a greater level of
protection to investors. As GMB is amending its Master Trust Deed to reflect
the provisions of the FMC Regime, NZXR considers that it is appropriate that
GMB should be able to amend its Trust Deed to align with the Threshold in the
FMC Regime, without breaching the Rules.

Confidentiality

6. GMB has requested that its application for a waiver from Rule 3.2.1(d) and
NZXR's decision be kept confidential until the amendment documents to the
Master Trust Deed are executed and lodged with the registrar.

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

Appendix One

1. GMT Bond Issuer Limited ("GMB") is a Listed Issuer with Bonds Quoted on
the NZX Debt Market ("NZDX"). These include the GMB010 Bonds ("GMB010") and
the GMB020 Bonds ("GMB020").

2. GMB is considering making an offer of secured, unsubordinated retail
bonds, as announced to the market on 20 May 2015 (the "Proposed Offer").

3. The terms and conditions of the GMB010s and GMB020s are contained in a
master trust deed between GMB, GMT Wholesale Bond Issuer ("GMW") and Public
Trust (the "Trustee") dated 6 November 2009, as amended from time to time,
(the "Master Trust Deed") and, in respect of the GMB010 Bonds, as
supplemented by a supplemental trust deed dated 6 November 2009 and (in
respect of the GMB020 Bonds) as supplemented by a supplemental trust deed
dated 2 December 2013. GMB may also issue further securities under the
Master Trust Deed.

4. GMB and the Trustee propose to amend the Master Trust Deed to reflect and
comply with the requirements of the Financial Markets Conduct Act 2013
("FMCA") and Financial Markets Conduct Regulations 2014 (together the "FMC
Regime"), as well as making certain other tidy-up amendments.

5. As part of these broader amendments, GMB and the Trustee intend to amend
the percentage of Security holders able to requisition, in writing, a meeting
of Security holders (the "Threshold") specified in clause 2.2 of Schedule 1
of the Master Trust Deed. GMB intends to amend clause 2.2 of Schedule 1 to
set the Threshold at not less than 5% of the nominal value of the debt
securities on issue in that class.

6. This proposed amendment reflects the change to the Threshold prescribed
under the FMC Regime, from the previous requirement under the Securities
Regulations 2009 and Securities Act 1978 (the "Securities Regime").

7. Section 120(1)(b) of the FMCA requires that a meeting of a class of
holders of a debt security must be called by the Issuer on the written
request of holders of the debt securities that have a combined nominal value
of no less than 5% of the nominal value of the debt securities on issue in
that class. This provision replaces clause 3(1) of Schedule 15 to the
Securities Regulations 2009 ("Securities Regulations"), which deemed trust
deeds to contain a clause that persons holding not less than one-tenth in
nominal value of the issued debt securities to which the deed relates could
requisition a meeting of the holders of those securities.

8. The amendments to the Master Trust Deed are intended to come into effect
on 8 June 2015, in preparation for the Proposed Offer. GMB must comply with
the FMC Regime by 1 December 2016, however GMB intends to opt in to the FMC
Regime ahead of that date, and has amended the Master Trust Deed in
contemplation of this early transition to the FMC Regime.

9. These amendments will be made under the relevant amendment mechanisms
contained in the Trust Deed, and GMB have advised that the proposed
amendments are of a nature that does not require consent from the holders of
the GMB010s and GMB020s.

Appendix Two

Rule 3.2.1

Every Trust Deed governing Debt Securities shall provide that:

...

(d) a meeting of Security holders shall be called on a requisition in writing
signed by holders of not less than 10% of the amount of the Securities for
the time being outstanding; and
End CA:00265764 For:GMB    Type:WAV/RULE   Time:2015-06-16 15:29:18