Ann: WAV/RULE: TRP: TRP Waiver from NZX Debt Market Listing Rule 5.2.3

• Release Date: 23/06/15 09:22
• Summary: WAV/RULE: TRP: TRP Waiver from NZX Debt Market Listing Rule 5.2.3
• Price Sensitive: No
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					TRP
23/06/2015 09:22
WAV/RULE
NOT PRICE SENSITIVE
REL: 0922 HRS Transpower New Zealand Limited

WAV/RULE: TRP: TRP Waiver from NZX Debt Market Listing Rule 5.2.3

NZX Regulation Decision
Transpower New Zealand Limited (TRP)
Application for a waiver from - NZX Debt Market Listing Rule 5.2.3

5 June 2015

Waiver from NZX Debt Market Listing Rule 5.2.3

Decision

1.Subject to the conditions in paragraph 2 below, and on the basis that the
information provided by Transpower New Zealand Limited ("TRP") is complete
and accurate in all material respects, NZX Regulation ("NZXR") grants TRP a
waiver from NZX Debt Market Listing Rule ("Rule") 5.2.3 in respect of the
Bonds for a period of twelve months from the Quotation date for the Bonds, to
the extent that this rule requires the Bonds to be held by at least 500
Members of the Public holding at least a Minimum Holding.

2.The waiver in paragraph 11 above is provided on the following conditions:

a.TRP clearly and prominently discloses the waiver, its conditions, and its
implications in the Pricing Supplement for the Bonds, and any Offering
Document for any further offers of Bonds made during the period of this
waiver;

b.TRP clearly and prominently discloses the waiver, its conditions, and its
implications in its half-year report, and its annual report for the year the
waiver is relied on;

c.TRP discloses liquidity as a risk in the Pricing Supplement for the Bonds;
and

d.TRP notifies NZXR as soon as practicable if there is any material reduction
in the total number of Members of the Public holding Bonds and/or the
percentage of total bonds held by Members of the Public holding at least a
Minimum Holding.

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.

Reasons

5.In coming to the decision to grant the waiver set out in paragraph 11
above, NZXR has considered that:

a.Debt Securities are not typically subject to the same degree of trading
activity as Equity Securities;

b.TRP has advised that it expects the spread of the Bonds will increase to
meet the spread requirements of Rule 5.2.3 over time;

c.the conditions, contained in paragraph 2 a., b. and c. above, will ensure
that prospective Bondholders, as well as those wishing to trade in the Bonds,
are aware that the Bonds may not satisfy the spread requirements of Rule
5.2.3 for the period of this waiver;
d. the condition contained in paragraph 2d. requires TRP to provide
information that will allow NZXR to monitor any material reduction in the
spread of the Bonds over the period of this waiver;

e.the waiver is granted for a period of twelve months. This gives NZXR the
opportunity to reconsider the spread of the Bonds in twelve months' time if
TRP considers a waiver is still required; and

f.there is precedent for this decision.

Confidentiality

6.TRP has requested that the application for a waiver from Rule 5.2.3 and
NZXR's decision be kept confidential until the Pricing Supplement, and the
form of notice to be provided by TRP under clause 20(1)(a) of schedule 8 of
the Financial Markets Conduct Regulation 2014, has been released.

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

Appendix One

1.Transpower New Zealand Limited ("TRP") is a Listed Issuer with bonds quoted
on the NZX Debt Market.

2.TRP intends to make an offer of fixed rate bonds ("Bonds") to be quoted on
the NZX Debt Market.

3.TRP will publish a pricing supplement on or prior to the date the offer
opens setting out the main terms of the Bonds ("Pricing Supplement").

4.TRP considers that it is unlikely that the Bonds will meet the spread
requirements of Rule 5.2.3 when the Bonds are initially quoted on the NZX
Debt Market.  However, TRP anticipates that 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.
End CA:00266021 For:TRP    Type:WAV/RULE   Time:2015-06-23 09:22:03