PGC
01/09/2014 09:48
WAV/RULE
REL: 0948 HRS Pyne Gould Corporation Limited
WAV/RULE: PGC: PGC - Application for Waiver from Rule 3.3.1
NZX Regulation Decision
Pyne Gould Corporation (PGC)
Application for a waiver from - NZX Main Board Listing Rule 3.3.1(b)
1 September 2014
Background
Decision
1.NZXR declines to grant a waiver from NZX Main Board Listing Rule 3.3.1(b)
("Rule 3.3.1(b)") to permit PGC to have less than 2 directors on the Board
who are ordinarily resident in New Zealand.
2.The information on which this decision is based is set out in Appendix One
to this decision.
3.The Rule to which this decision relates is set out in Appendix Two to this
decision.
Reasons
4.In coming to the decision to decline the waiver set out in paragraph 1
above, NZXR has considered that:
(a)The policy intention behind Rule 3.3.1(b) is to ensure that shareholders
have a point of contact in New Zealand. Accordingly, the requirement to have
at least two New Zealand resident Directors is an important shareholder
protection;
(b)Footnote 2 of Rule 1.11 states that NZX shall consider retrospective
waivers only in exceptional circumstances where a minor or inadvertent breach
of an Issuer would incur severe consequences for such Issuer if the
application were not considered by NZX; and
(c)Due to the importance of Rule 3.3.1(b) and the length of time PGC has been
in breach, the breach cannot be described as minor.
Appendix One
1.Pyne Gould Corporation ("PGC") is a listed issuer with ordinary shares
quoted on the NZX Main Board.
2.Pursuant to NZX Main Board Listing Rule 3.3.1(b) ("Rule 3.3.1(b)"), PGC is
required to have at least two directors who are ordinarily resident in New
Zealand.
3.On 7 July 2014, Michael Carolan, a non independent director resident in New
Zealand resigned from the Board of PGC. PGC states that it did not have
advance notice of Mr Carolan's intention to resign.
4.From the date of Michael Carolan's resignation, PGC has had only one
director who is ordinarily resident in New Zealand, being Bryan Mogridge.
5.On 22 July 2014, NZXR wrote to PGC to ask whether it remained in compliance
with Rule 3.3.1(b).
6.On 29 July 2014, PGC sought a temporary waiver from the requirements of
Rule 3.3.1(b) until the earlier of 30 August 2014 and the appointment of a
New Zealand resident Director.
Appendix Two
Rule 3.3 Appointment and Rotation of Directors
Rule 3.3.1 The composition of the Board shall include the following:
(a)The minimum number of Directors (other than alternate Directors) shall be
three; and
(b)At least two Directors shall be ordinarily resident in New Zealand; and
(c)The minimum number of independent Directors shall be two or, if there are
eight or more Directors, three or one-third (rounded down to the nearest
whole number of Directors) of the total number of Directors, whichever is the
greater.
...
End CA:00254653 For:PGC Type:WAV/RULE Time:2014-09-01 09:48:44
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