PCT
25/02/2015 09:14
WAV/RULE
NOT PRICE SENSITIVE
REL: 0914 HRS Precinct Properties New Zealand Limited
WAV/RULE: PCT: PCT - Waivers from NZX Main Board Listing Rules
NZX Regulation Decision
Precinct Properties New Zealand Limited (PCT)
Application for waivers from NZX Main Board Listing Rules 7.3.1, 7.10.1,
7.10.2, 7.10.8, 7.11.1 and 9.2.1
24 February 2015
Waiver from Rule 7.3.1
Decision
1. On the condition set out in paragraph 2 below, and on the basis that the
information provided to NZX is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants PCT a waiver from NZX Main Board
Listing Rule ("Rule") 7.3.1(a) so that PCT is not required to obtain
shareholder approval for the issue of the New Shares in connection with the
Offer.
2. The waiver in paragraph 1 above is provided on the condition that the
issue of the New Shares is conducted in accordance with Rule 7.3.4(a) (read
in conjunction with Rules 7.3.4(d) to 7.3.4(h)), except for the requirement
in Rule 7.3.4(a) that the Offer is Renounceable.
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 Rules to which this decision relates are set out in Appendix Two to
this decision.
Reasons
5. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:
a. Rule 7.3.1(a) is designed to prevent the dilution of shareholders'
interests without their prior approval. The policy of Rule 7.3.4(a) is that
shareholder approval is not required where all shareholders have the same
entitlement to participate in the issue because those shareholders have the
opportunity to avoid dilution.
b. Rule 7.3.4(a) recognises that an Issuer may make a pro-rata renounceable
rights issue without the prior approval of its shareholders under Rule
7.3.1(a). NZXR is satisfied that the issue of the New Shares is consistent
with the policy of Rule 7.3.4(a). The New Shares will be offered on a
pro-rata basis to eligible shareholders and they will have the opportunity to
maintain their existing proportionate rights. The New Shares will not be
offered to Ineligible Shareholders, which is consistent with the policy of
Rule 7.3.4(h) for offers conducted in accordance with Rule 7.3.4(a).
c. The Offer will provide a return to shareholders who do not, or are unable
to, exercise their entitlement in the form of any premium reached in the
Institutional Bookbuild and Retail Bookbuild in excess of the Entitlement
Price. Accordingly, while the Offer is not strictly Renounceable in
accordance with the definition in the Rules, it does fulfil the purpose of
the requirement for an offer to be Renounceable.
d. The condition in paragraph 2 above will ensure that any exceptions to the
proportionate nature of the issue must be conducted in accordance with Rules
7.3.4(d)-(h).
e. Accordingly, NZXR is satisfied that the policy of Rule 7.3.1 will not be
offended by the granting of this waiver.
f. There is precedent for this decision.
Waiver from Rule 7.10.1
Decision
6. On the basis that the information provided to NZX is complete and accurate
in all material respects, NZXR grants PCT a waiver from Rule 7.10.1 to enable
eligible institutional shareholders to be notified of their entitlement prior
to the Record Date, and to enable that notification to occur by means other
than by physical letters of entitlement.
7. 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.
8. The Rules to which this decision relates are set out in Appendix Two to
this decision.
Reasons
9. In coming to the decision to provide the waiver set out in paragraph 6
above, NZXR has considered that:
a. The policy behind Rule 7.10.1 is to ensure that letters of entitlement are
sent as soon as possible after the Record Date for an entitlement. This
ensures that shareholders have the maximum amount of time in which to
consider how to deal with their entitlement.
b. The waiver will only apply to eligible institutional shareholders. NZXR
accepts PCT's submission that due to the proposed structure of the Offer, PCT
will need to calculate the entitlements of its eligible institutional
shareholders prior to Record Date, and inform the eligible institutional
shareholders of their entitlement in time for them to participate in the
Institutional Entitlement Offer.
c. Rule 7.10.1 contemplates that an Issuer will not know the identity of
entitled shareholders prior to Record Date. In this case, the entitled
institutional shareholders will be known prior to Record Date. NZXR does not
consider the policy behind Rule 7.10.1 would be to preclude notification of
entitlements prior to Record Date when such entitlements are known.
d. PCT will need to notify institutional shareholders of their entitlement in
as timely manner as possible, which may include means other than physical
letters of entitlement.
e. With regard to retail shareholders, PCT will be required to comply with
Rule 7.10.1.
f. NZXR is satisfied that the policy behind Rule 7.10.1 will not be offended
by granting this waiver.
g. There is precedent for this decision.
Waiver from Rule 7.10.2
Decision
10. On the condition set out in paragraph 11 below and on the basis that the
information provided to NZXR is full and accurate in all material respects,
NZXR grants PCT a waiver from Rule 7.10.2 to the extent that it would
otherwise require the Institutional Entitlement Offer to remain open for
twelve Business Days.
11. The waiver in paragraph 10 above is provided on the condition that the
announcement and offer booklet for the Offer will clearly state that a
shorter than usual offer period will be available to institutional
shareholders under the Institutional Entitlement Offer.
12. 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.
13. The Rules to which this decision relates are set out in Appendix Two to
this decision.
Reasons
14. In coming to the decision to provide the waiver set out in paragraph 10
above, NZXR has considered that:
a. The policy behind Rule 7.10.2 is to ensure that shareholders have
sufficient time to consider, and act on, an entitlement offer.
b. The waiver only applies in respect of institutional shareholders. NZXR
accepts PCT's submission that such shareholders are accustomed to considering
offers and making investment decisions at short notice.
c. The Retail Entitlement Offer will be open for the full twelve Business Day
period as required by Rule 7.10.2.
d. Accordingly, NZXR is satisfied that the policy behind Rule 7.10.2 will not
be offended by granting this waiver.
e. There is precedent for this decision.
Waiver from Rule 7.10.8
Decision
15. On the condition set out in paragraph 16 below and on the basis that the
information provided to NZXR is full and accurate in all material respects,
NZXR grants PCT a waiver from Rule 7.10.8 to the extent that the Rule would
otherwise require notification of the Offer five Business Days before the Ex
Date.
16. The waiver in paragraph 15 above is provided on the condition that the
Offer is notified to the market in accordance with Rule 7.10.8 no later than
the Ex Date for the Offer.
17. 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.
18. The Rules to which this decision relates are set out in Appendix Two to
this decision.
Reasons
19. In coming to the decision to provide the waiver set out in paragraph 15
above, NZXR has considered that:
a. The policy behind Rule 7.10.8 is to provide shareholders and stakeholders
within the market sufficient notice of an upcoming entitlement. It also
provides an opportunity for investors to trade in or out of that relevant
security.
b. NZXR has been advised that from an operational level, with particular
regard to PCT's registry, the shortened notification period of the Record
Date does not provide any issues.
c. It is a feature of an AREO that an Issuer does not provide five Business
Days prior notification of the Record Date and without waiving the Rule, PCT
would be unable to undertake the Offer.
d. NZXR accepts PCT's submissions regarding the benefits of the AREO
structure, as set out in paragraph 10 of Appendix One.
e. There is precedent for this decision.
Waiver from Rule 7.11.1
Decision
20. On the condition set out in paragraph 21 below, and on the basis that the
information provided to is full and accurate in all material respects, NZXR
grants PCT a waiver from Rule 7.11.1 to the extent that the Rule would
otherwise require the allotment of New Shares to the Takeover Shareholders in
respect of subscriptions received under the Institutional Entitlement Offer
to occur within five Business Days of the closing date for the Institutional
Entitlement Offer.
21. The waiver in paragraph 20 above is provided on the condition that
allotment of New Shares to the Takeover Shareholders occurs on the settlement
date for the Retail Entitlement Offer.
22. 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.
23. The Rules to which this decision relates are set out in Appendix Two to
this decision.
Reasons
24. In coming to the decision to provide the waiver set out in paragraph 20
above, NZXR has considered that:
a. The policy of Rule 7.11.1 is to ensure that, where application monies have
been submitted, subscribers obtain the benefit of their investment without
undue delay.
b. The Takeover Shareholders are not being required to submit their money
until the close of the Retail Entitlement Offer. Accordingly, in effect, the
Takeover Shareholders will not be denied the benefit of this capital for any
greater period than would have otherwise been the case, as a result of this
waiver.
c. There is precedent for this decision.
Waiver from Rule 9.2.1
Decision
25. On the conditions set out in paragraph 26 below, and on the basis that
the information provided to NZXR is full and accurate in all material
respects, NZXR grants PCT a waiver from Rule 9.2.1 so that PCT is not
required to seek shareholder approval for the Offer and the Underwriting
Agreement to the extent that:
a. FNZ is a party to the Underwriting Agreement;
b. any AMP Entities and Funds participate in the Institutional Bookbuild or
Retail Bookbuild and/or act as a sub-underwriter of the Offer; and/or
c. any Related Party of PCT, including Haumi, any AMP Entity and Funds, the
Trustee, or any Director, executive officer, or Associated Person of a
Director or executive officer (each a "Related Party Participant")
participates in the Institutional Entitlement Offer or the Retail Entitlement
Offer.
26. The waiver in paragraph 25 above is provided on the conditions that:
a. The independent Directors of PCT, other than Graeme Wong, certify to NZX
that:
i. the terms of the Underwriting Agreement with the Underwriters were
negotiated on an arm's length and commercial basis, and FNZ will underwrite
the Offer on the same terms as Credit Suisse;
ii. the terms of the Offer and Underwriting Agreement are fair and in the
best interests of PCT shareholders that are not associated with the
Underwriters, any AMP Entity and Funds or the Related Party Participants;
iii. PCT will pay and receive fair value under the Offer and Underwriting
Agreement;
iv. PCT was not influenced in its decision to enter into the Offer and
Underwriting Agreement by the interests of FNZ, any AMP Entity and Funds or
any other Related Party Participant; and
v. Chris Judd did not vote on any resolution to enter into the Offer or
Underwriting Agreement;
b. Russell McVeagh provides a solicitor's opinion confirming that, in its
opinion, the terms of the Underwriting Agreement (other than the fees) are
consistent with the terms of an arm's length underwriting transaction;
c. The terms and conditions on which AMP Entities and Funds participate in
the Institutional Bookbuild and the Retail Bookbuild (if applicable) are
identical to those offered to all other investors participating in the
relevant bookbuild;
d. The Underwriters certify to NZXR that the terms of any sub-underwriting
agreement with any AMP Entity and Funds will be negotiated on an arm's length
and commercial basis with the Underwriters, and there will be no material
differences between the terms of any such sub-underwriting agreement and the
terms of sub-underwriting agreements with any other sub-underwriters not
related to an AMP Entity and Funds;
e. The Offer is conducted in accordance with the condition to the waiver from
Rule 7.3.1 set out in paragraph 2; and
f. The waiver, its conditions and effects are disclosed in the Offer's offer
booklet and annual report for the year in which the Offer takes place.
27. 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.
28. The Rules to which this decision relates are set out in Appendix Two to
this decision.
Reasons
29. In coming to the decision to provide the waiver set out in paragraph 25
above, NZXR has considered that:
a. The policy behind Rule 9.2.1 is to regulate transactions where a Related
Party to a Material Transaction may gain favourable consideration due to its
relationship with the Issuer. NZXR may waive the requirement to obtain
approval of a Material Transaction if it is satisfied that the involvement of
any Related Party is plainly unlikely to have influenced the promotion of, or
the decision to enter into, the transaction. The granting of this waiver will
not offend the policy behind Rule 9.2.1.
b. FNZ is technically a Related Party of PCT under the operation of Rules
1.8.3(a)(iii) and 9.2.3(c). However NZXR does not consider that the
connection between PCT and FNZ is the type of relationship that Rule 9.2.1 is
aimed at regulating. NZXR considers that it is unlikely that the relationship
between FNZ and PCT (as distinct from FNZ acting in any advisory capacity as
lead manager of the Offer) could influence PCT's decision making in relation
to the Underwriting or the Offer. The conditions in paragraph 26(a) and (b)
provide shareholders with comfort that the Underwriting Agreement has been
negotiated on a commercial and arm's length basis.
c. The participation by the Related Party Participants in the Institutional
Entitlement Offer or the Retail Entitlement Offer will be on identical terms
(including as to price and ratio) as all other shareholders in PCT on the
record date. Accordingly the Related Party Participants will not gain
favourable consideration due to their relationship with PCT.
d. If invited to participate in the Institutional Bookbuild or the Retail
Bookbuild or to act as a sub-underwriter for the Offer, the AMP Entities and
Funds will participate on materially the same terms as all other participants
(including as to the price paid under the bookbuilds and the sub-underwriting
fee). The conditions set out in paragraphs 26(c) and (d) provide comfort in
this regard. Accordingly the AMP Entities and Funds will not gain favourable
consideration due to their relationship with PCT. It is unlikely that the AMP
Entities and Funds could have influenced PCT's decision to proceed with the
Offer and the Underwriting Agreement as Mr Judd has not voted on any PCT
Board resolution to enter into the Offer or the Underwriting Agreement.
e. The certifications provided by the Independent Directors, other than Mr
Wong, provide PCT shareholders with comfort that:
i. the Offer and Underwriting Agreement are fair and reasonable to, and in
the best interests of, PCT and its shareholders who are not related to, or
Associated Persons of, FNZ, the AMP Entities and Funds or the Related Party
Participants; and
ii. PCT was not influenced in its decision to enter into the Offer and
Underwriting Agreement by the interests of FNZ, any AMP Entity and Funds or
any other Related Party Participant.
f. There is precedent for this decision.
Confidentiality
30. PCT has requested that this application and any decision be kept
confidential until PCT has announced the Offer.
31. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants PCT's request.
Appendix One
1. Precinct Properties New Zealand Limited ("PCT") is a Listed Issuer with
ordinary shares and bonds Quoted on the NZX Main Board and NZX Debt Market,
respectively.
2. AMP Haumi Management Limited is the manager of PCT ("Manager"). It employs
PCT's executive officers. The Manager is a joint venture between Haumi
Development Auckland Limited ("Haumi), which is a member of the same group as
Haumi (NZ) Limited Partnership; and AMP Capital Investors International
Holdings Limited ("AMP Shareholder"), which is a member of the AMP Limited
group of companies. Haumi holds 18.8% of all of PCT's ordinary shares on
issue.
3. PCT proposes to undertake a capital raising ("Offer") by way of a pro rata
offer of new shares in PCT ("New Shares"). The Offer will be made in the form
of an accelerated renounceable entitlement offer (commonly referred to as an
"AREO"). The Offer is to be conducted in the following stages:
a. Institutional Entitlement Offer: An accelerated entitlement offer at a
fixed price ("Entitlement Price") to institutional shareholders resident in
New Zealand and various overseas jurisdictions ("Institutional Entitlement
Offer");
b. Institutional Bookbuild: New Shares not taken up by eligible institutional
shareholders, along with New Shares in respect of entitlements that would
have been offered to any ineligible overseas institutional shareholders,
offered under a bookbuild to a broad audience of institutional investors
("Institutional Bookbuild"). If the price achieved in the Institutional
Bookbuild is higher than the Entitlement Price, the excess will be shared (on
a pro rata basis) between the institutional shareholders who did not, or who
were not able to, take up their entitlement;
c. Retail Entitlement Offer: Following completion of the Institutional
Bookbuild, a pro rata offer of New Shares at the same price and ratio as the
Institutional Entitlement Offer to retail shareholders in New Zealand and
Australia who did not receive an offer under the Institutional Entitlement
Offer ("Retail Entitlement Offer").
d. Retail Bookbuild: New Shares not taken up by eligible retail shareholders,
along with New Shares in respect of entitlements that would have been offered
to any ineligible overseas retail shareholders, offered under a bookbuild to
a broad audience of institutional investors ("Retail Bookbuild"). If the
price achieved in the Retail Bookbuild is higher than the Entitlement Price,
the excess will be shared (on a pro rata basis) between the retail
shareholders who did not, or who were not able to, take up their entitlement;
4. All eligible shareholders will be offered New Shares on a basis that would
(if accepted by all shareholders) maintain the existing proportionate rights
of each shareholder (relative to all other shareholders) to votes and
distributions. New Shares in respect of entitlements that are not taken up,
or not able to be taken up, by shareholders will be offered through the
Institutional Bookbuild and the Retail Bookbuild, providing an opportunity
for shareholders that do not, or are not eligible to, take up their
entitlements to receive value for them. Entitlements will not be able to be
traded or sold privately by shareholders.
5. PCT will not make the Offer available to PCT shareholders resident in
certain overseas jurisdictions ("Ineligible Shareholders"), on the grounds
that it would be unduly onerous for PCT to make the Offer available to those
Ineligible Shareholders. New Shares in respect of the entitlements of
Ineligible Shareholders will offered through the Institutional Bookbuild and
the Retail Bookbuild, providing Ineligible Shareholders an opportunity to
receive value for their entitlements.
6. The New Shares will be of the same class and have the same rights as PCT
shares that are currently on issue and will be quoted on the NZX Main Board
on their allotment
7. The Offer will be underwritten by First NZ Capital Securities Limited
("FNZ") and Credit Suisse (Australia) Limited ("Credit Suisse") (together the
"Underwriters"), with whom PCT will enter into an underwriting agreement
("Underwriting Agreement"). The Underwriters may also enter into
sub-underwriting arrangements. The Underwriters will not underwrite Haumi's
entitlement. Haumi will instead be asked to give a commitment immediately
prior to the Offer's launch that it will take up its entitlements under the
Institutional Entitlement Offer to maintain its current proportional holding
in PCT's shares. Haumi's commitment will be disclosed in the offer booklet.
8. The AREO will be conducted in accordance with the following timetable:
Date Event
25 February 2015 Announcement of Offer
Offer document released to NZX
Opening Date for Institutional Entitlement Offer
26 February 2015 Closing date for Institutional Entitlement Offer
27 February 2015 Institutional Bookbuild
Record date (5pm) for Institutional Entitlement Offer and Retail Entitlement
Offer
2 March 2015 Last day for mail-out of retail letters of entitlement
Retail Entitlement Offer Opens
4 March 2015 Settlement and allotment date for Institutional Entitlement
Offer and Institutional Bookbuild
18 March 2015 Closing Date for Retail Entitlement Offer
20 March 2015 Retail Bookbuild
25 March 2015 Settlement and allotment date for Retail Entitlement Offer and
Retail Bookbuild
9. The Offer is to be conducted pursuant to clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 ("FMCA") and the associated regulations.
An offer booklet will be prepared and, prior to an offer being made, a notice
will be released by PCT to the NZX Main Board, in accordance with the FMCA.
10. The main benefits to PCT of adopting the AREO structure for its Offer are
as follows:
a. The accelerated institutional component of the Offer means that the
underwriters have a much shorter period of exposure on that part of the
Offer. This reduced exposure means that obtaining an underwriting commitment
is much more achievable for PCT, as both the risk and the cost associated
with the underwriters are substantially reduced;
b. The underwriting provides certainty to PCT as to the minimum amount to be
raised from the Offer;
c. Evidence from similar entitlement offers undertaken in Australia with an
AREO structure suggests that the shorter timetable for the institutional
component of the offer potentially reduces the issue price discount when
compared to traditional rights issues as less market risk arises for
institutions; and
d. As the Institutional Entitlement Offer and the Institutional Bookbuild
will be conducted at the beginning of the Offer, other than in respect of
certain PCT Shareholders that will need to defer the settlement of their
subscriptions in order to comply with the Takeovers Code, PCT will receive
the proceeds of the Institutional Entitlement Offer and the Institutional
Bookbuild before the Retail Entitlement Offer is completed.
Waiver from Rule 7.10.1 - Further Background
11. Under the AREO structure, the Record Date for the Institutional
Entitlement Offer is to be 5.00pm on the Business Day after the Institutional
Entitlement Offer closes. As a result PCT will need to:
a. calculate the entitlements of its eligible institutional shareholders
prior to the Record Date; and
b. notify eligible institutional shareholders of their entitlement prior to
the Record Date and in as timely manner as possible (which may include means
other than physical letters of entitlement).
Waiver from Rule 7.10.2 - Further Background
12. PCT considers that it is important that upfront commitments are received
from eligible institutional shareholders to enable PCT to obtain the benefits
of the AREO structure described in paragraph 10 above. According to the
proposed offer timetable, the offer booklet will be provided to eligible
institutional shareholders on the day on which the Institutional Entitlement
Offer is announced and opens, with those institutions then having the rest of
that day and part of the following day to consider the Offer. PCT considers
that eligible institutional shareholders in PCT are unlikely to be prejudiced
as a result of the shortened offer period because:
a. Institutional shareholders are accustomed to considering offers and making
investment decisions at short notice;
b. The proposed timetable is consistent with market practice for offers to
such investors; and
13. The announcement and offer booklet for the Offer will clearly state that
a shorter than usual offer period will be available to eligible institutional
shareholders under the Institutional Entitlement Offer.
Waiver from Rule 7.10.8 - Further Background
14. The AREO structure provides for the Offer be announced to the market at
the same time that the Institutional Entitlement Offer opens. This is the
standard timeframe for AREO transactions, and one with which institutional
investors in New Zealand and overseas is familiar with.
Waiver from Rule 7.11.1 - Further Background
15. Certain PCT shareholders ("Takeover Shareholders"), including Haumi;
certain entities within the AMP Limited group of companies, including the
funds, entities and schemes managed by these companies, and/or the managers,
trustees and custodians of those funds, entities and schemes ("AMP Entities
and Funds"); AMP Haumi LT1 Trustee Limited ("Trustee"); and the Manager (as a
result of an employee share scheme managed by the Trustee for the benefit of
some of the Manager's employees) are precluded from increasing their holdings
in PCT's shares by the Takeovers Code or by the exemptions from the Takeovers
Code set out in the Takeovers Code (AMP NZ Office Limited) Exemption Notice
2010 (together, the "Takeovers Regulations"). The Takeover Shareholders are
eligible to participate in the Institutional Entitlement Offer but not the
Retail Entitlement Offer.
16. The Institutional Entitlement Offer's short timeframe may cause any of
the Takeover Shareholders to exceed their permitted shareholding, should they
accept their full entitlement of New Shares under the Institutional
Entitlement Offer. To ensure that the Takeover Shareholders are able to
comply with the Takeovers Regulations, the Takeover Shareholders will be
permitted to settle their subscriptions on either the settlement date for the
Institutional Entitlement Offer or the settlement date for the Retail
Entitlement Offer, in such a manner that their proportionate shareholdings
are maintained (but not exceeded) throughout the two stages of the Offer.
Waiver from Rule 9.2.1 - Further Background
17. The Offer and the Underwriting Agreement may constitute a Material
Transaction within the meaning of Rule 9.2.2(b) because as a related series
of transactions, the Offer, the Underwriting Agreement and any
sub-underwriting arrangements will have a market value in excess of 10% of
PCT's Average Market Capitalisation ("AMC").
18. The parties which are considered to be Related Parties of PCT with
respect to the Offer and the Underwriting Agreement are set out below:
AMP entities and funds
Entities in the AMP Limited group and funds and entities managed by that
group (together, "AMP Entities and Funds") may be considered to be Related
Parties of PCT for various reasons including:
a. Chris Judd (a director of PCT) is the Head of Property Funds Management
for AMP Capital Investors Australia, and the nominee of AMP Shareholder; and
b. AMP Capital Investors International Holdings Limited is in a joint venture
with a related entity of Haumi and has a relevant interest in 18.8% of the
shares in PCT as a consequence of holding pre-emptive rights over Haumi's
shareholding in PCT.
Haumi
Haumi is a Related Party of PCT as, amongst other things, it holds 18.8% of
PCT's shares, and Mohamed Al Nuaimi and Robert Campbell, being directors of
PCT, are nominees of a related entity of Haumi (as is Anthony Bertoldi, as an
alternate director of PCT).
Employee share scheme
AMP Haumi LTI Trustee Limited ("Trustee") (a subsidiary of the Manager)
administers an employee share scheme for the Manager concerning shares in
PCT, in which executive officers of PCT participate. It is a Related Party
of PCT as Chris Judd (a director of PCT) is its sole director, and given its
relationship with Manager and the executive officers of PCT.
Directors and executive officers
Directors and executive officers of PCT may hold shares in PCT and may also
have Associated Persons (such as family trusts etc) that hold shares in PCT.
First NZ Capital Securities Limited
First NZ Capital Securities Limited ("FNZ"), one of the Underwriters, owns
approximately 80% of the shares in Harbour Asset Management Limited
("Harbour"). As Graeme Wong is a director of both PCT and Harbour, First NZ
Capital Securities Limited is a "Related Party" of PCT, as an "Associated
Person" of a director of PCT in terms of the definition in Rule
1.8.3(a)(iii). The fees payable under the Underwriting Agreement will not
exceed 1% of PCT's Average Market Capitalisation.
Harbour itself is not a Related Party of PCT as PCT has confirmed that:
a. The only reason why Harbour would otherwise be a Related Party of PCT is
that Mr Wong is a director of both PCT and Harbour;
b. Not more than one third of the directors of PCT are also directors of
Harbour; and
c. No director or executive officer of PCT has a material direct or indirect
economic interest in Harbour, other than by reason of receipt of reasonable
directors' fees by Mr Wong,
and accordingly the exception in Rule 9.2.3(e) applies.
19. A summary of the potential participation of these Related Parties of PCT
in the Offer (or in certain of its components) is set out in the table below:
Related Party Potential Participation
AMP Entities and Funds May participate in the Offer through taking up an
entitlement, through the Institutional Bookbuild and/or the Retail Bookbuild,
and as potential sub-underwriters
Haumi Haumi will maintain its shareholding percentage under the Offer through
the take-up of entitlements. Haumi will not participate in the Institutional
or Retail Bookbuild or act as a sub-underwriter.
Trustee Trustee will not participate in the Offer (but may receive a share of
any "premium" under the Institutional Bookbuild).
Directors, executive officers and Associated Persons (other than FNZ) Such
persons may participate in the Offer by taking up entitlements, but will not
participate in the Institutional Bookbuild or the Retail Bookbuild, or act as
a sub-underwriter
FNZ One of the Underwriters of the Offer
Appendix Two
Rule 7.3 Issue of New Equity Securities
7.3.1 No Issuer issue any Equity Securities (including issue on Conversion of
any other Security) unless:
(a) the precise terms and conditions of the specific proposal to issue those
Equity Securities have been approved (subject to Rule 7.3.3) by separate
resolutions (passed by a simple majority of Votes) of holders of each Class
of Quoted Equity Securities of the Issuer whose rights or entitlements could
be affected by that issue, and that issue is completed within the time
specified in Rule 7.3.2; or
Rule 7.10 Rights Issues and Share Purchase Plans
7.10.1 Letters of entitlement to Rights (whether or not Renounceable) are to
be sent to holders of the Rights within five Business Days of the Record Date
for the determination of the entitlement and by means that will give the
holders reasonable time to deal with their Rights, whether the holders'
addresses are in New Zealand or elsewhere.
7.10.2 Without limiting Rule 7.10.1, the closing date and time for
applications under Rights issues (whether or not renounceable) shall not be
earlier than the 12th Business Day after the day of mailing of the last of
the letters of entitlement.
7.10.8 Where a Rights issue is to be made but Quotation is not sought the
Issuer shall give to NZX forthwith after the decision has been made and at
least 5 Business Days before the Ex Date to determine entitlements, on the
form in Appendix 7, full details of the issue, including the nature,
entitlement and timing of the issue of Rights and conversion, pricing,
amounts payable and ranking of Securities for future benefits.
Rule 7.11 Allotment
7.11.1 An Issuer making an issue of Securities Quoted or to be Quoted (other
than Equity Securities issued under Rule 7.3.10) shall proceed to allotment
within five Business Days after the latest date on which applications for
Securities close.
Rule 9.2 Transactions with Related Parties
9.2.1 An Issuer shall not enter into a Material Transaction if a Related
Party is, or is likely to become:
(a) a direct or indirect party to the Material Transaction, or to at least
one of a related series of transactions of which the Material Transaction
forms part; or
(b) in the case of a guarantee or other transaction of the nature referred to
in paragraph (d) of the definition of Material Transaction, a direct or
indirect beneficiary of such guarantee or other transaction,
unless that Material Transaction is approved by an Ordinary Resolution of the
Issuer.
9.2.2 For the purposes of Rule 9.2.1, "Material Transaction" means a
transaction or a related series of transactions whereby an Issuer:
(a) purchases or otherwise acquires, gains, leases (as lessor or lessee) or
sells or otherwise disposes of, assets having an Aggregate Net Value in
excess of 10% of the Average Market Capitalisation of the Issuer; or
(b) issues its own Securities or acquires its own Equity Securities having a
market value in excess of 10% of the Average Market Capitalisation of that
Issuer, save in the case of an issue pursuant to Rule 7.3.5 where only the
market value of those Securities being issued to the Related Party or to any
Employees of the Issuer are to be taken into account; or
...
(d) enters into any guarantee, indemnity, underwriting, or similar
obligation, or gives any security, for or of obligations which could expose
the Issuer to liability in excess of 10% of the Average Market Capitalisation
of the Issuer; or
...
(g) For the purposes of Rule 9.2.2(a), "Aggregate Net Value" means the net
value of those assets calculated as the greater of the net tangible asset
backing value (from the most recently published financial statements) or
market value.
9.2.3 For the purposes of Rule 9.2.1, "Related Party" means a person who is
at the time of a Material Transaction, or was at any time within six months
before a Material Transaction:
(a) a Director or executive officer of the Issuer or any of its
Subsidiaries; or
...
(c) an Associated Person of the Issuer or any of the persons referred to in
(a) or (b), other than a person who becomes an Associated Person as a
consequence of the Material Transaction itself (or an intention or proposal
to enter into the Material Transaction itself); or
(d) a person in respect of whom there are arrangements other than the
Material Transaction itself, intended to result in that person becoming a
person described in (a), (b), or (c), or of whom the attainment of such a
status may reasonably be expected, other than as a consequence of the
Material Transaction itself;
...
End CA:00261112 For:PCT Type:WAV/RULE Time:2015-02-25 09:14:23
