BRM
19/05/2015 10:35
WAV/RULE
NOT PRICE SENSITIVE
REL: 1035 HRS Barramundi Limited
WAV/RULE: BRM: BRM Waiver from NZX Main Board Listing Rule 7.3.1(a)
NZX Regulation Decision
Barramundi Limited (BRM)
Application for a waiver from NZX Main Board Listing Rule 7.3.1(a)
4 May 2015
Waiver from Rule 7.3.1(a)
Decision
1. On the basis that the information provided by Barramundi Limited ("BRM")
is complete and accurate in all material respects, and on the condition set
out in paragraph 2 below, NZX Regulation ("NZXR") grants BRM a waiver from
NZX Main Board Listing Rule ("Rule") 7.3.1(a) so that BRM is not required to
obtain shareholder approval for the issue of ordinary shares on the exercise
of the Warrants.
2. The waiver in paragraph 1, above, is provided on the condition that the
issue of the Warrants is conducted in accordance with Rule 7.3.4, as if the
reference to "Equity Securities" in the rule included a reference to the
Warrants.
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 is intended to prevent dilution of shareholders' interests
without their prior approval. Rule 7.3.4 allows an Issuer to make a pro rata
fully paid bonus issue, or a pro rata renounceable rights issue, without the
prior approval of its shareholders under Rule 7.3.1. The policy of Rule 7.3.4
is that shareholder approval is not required where all shareholders have the
same entitlement to participate in an issue because those shareholders have
the opportunity to avoid dilution;
b. NZXR is satisfied that the issue of the Warrants, and the issue of
ordinary shares on exercise of the Warrants, is consistent with the policy of
Rule 7.3.4. Subject to the exceptions described in paragraph 2 of Appendix
One, the Warrants will be issued on a pro rata basis to all shareholders
entered on the share register on the record date and all shareholders will
have the opportunity to maintain their existing proportionate rights. The
condition of the waiver will ensure that any exceptions to the proportionate
nature of the issue must be conducted in accordance with Rule 7.3.4(c) to
(h);
c. NZXR is satisfied that the policy of Rule 7.3.1 is not offended by the
granting of this waiver, on the basis that the protections afforded by
shareholder approval are not necessary in this instance where the issue is
essentially similar to a bonus issue giving shareholders a pro rata
entitlement to subscribe for additional shares; and
d. there is precedent for this decision.
Confidentiality
6. BRM has requested this decision be kept confidential until BRM has made an
announcement of the issue of the Warrants.
7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants BRM's request.
Appendix One
1. BRM is a Listed Issuer with ordinary shares Quoted on the NZX Main Board.
2. BRM intends to issue to each BRM shareholder entered on the share register
with a New Zealand-registered address on the relevant record date one warrant
for every four shares held in BRM (the "Warrants"). In addition, if that
ratio would result in a shareholder receiving less than 500 Warrants (the
minimum holding under the NZX Main Board Listing Rules), the shareholder will
receive additional Warrants so that they hold 500 Warrants when all the
Warrants are allotted. Warrants which are attributable to overseas
shareholders will be issued to a nominee who will endeavour to sell those
Warrants and hold the proceeds on trust and account to those shareholders on
a pro-rata basis for the proceeds (net of costs).
3. Each Warrant will entitle the holder to subscribe for one fully paid
ordinary share in BRM. In order to exercise this right, Warrant holders will
need to deliver a completed exercise form with payment of the applicable
exercise price (which will be determined by BRM) to BRM by the close of the
exercise date.
4. Shareholders do not need to take any action to receive the Warrants or pay
any consideration to receive the Warrants.
5. Shareholders will not be under any obligation to exercise any Warrants.
6. The exercise price will be a specified amount determined by the Board of
BRM before the Warrant issue is announced less the aggregate amount per share
of any cash dividends declared on the shares if that cash dividend has a
record date that falls during the period commencing on the allotment date of
the Warrants and ending on the last business day before the final exercise
price is announced.
7. BRM has applied for the Warrants to be Quoted on the NZX Main Board so
that Warrant holders will be able to sell their Warrants.
Appendix Two
Rule 7.3 Issue of New Equity Securities
7.3.1 No Issuer shall 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
(b) the issue is made in accordance with any of Rules 7.3.4 to Rule 7.3.11.
...
7.3.4 An Issuer may issue Equity Securities if:
(a) those Equity Securities are offered to holders of existing Equity
Securities of the Issuer on a basis which, if the offer were accepted by all
such holders, would maintain the existing proportionate rights of each
existing holder (relative to other holders of Equity Securities) to Votes and
to Distribution Rights, and the offer is Renounceable; or
(b) those Equity Securities are issued to holders of existing Equity
Securities of the Issuer as fully paid Securities on a basis which maintains
the existing proportionate rights of each existing holder (relative to other
holders of Equity Securities) to Votes and to Distribution Rights; or
(c) those Equity Securities are offered to all holders of existing Equity
Securities of the Issuer carrying Votes, for consideration not exceeding
$15,000 per existing Equity Security holder (being the registered holder or,
in the case of Securities held through a custodian, the beneficial owners of
the Securities) and the number of Equity Securities to be issued is not
greater than 30% of the number of fully paid Equity Securities carrying Votes
that are already on issue.
Notwithstanding (a), (b) and (c), the Issuer shall be entitled:
(d) to issue any Equity Securities in respect of which an offer is not
accepted, or which because of fractional entitlements are not otherwise
offered, to such persons and in such manner as the Directors consider
equitable and in the interests of the Issuer, provided that the price and
terms and conditions of the issue of such Equity Securities are not
materially more favourable to the persons to whom they are issued than the
terms of the original offer and the issue is completed within 3 months after
the close of the original offer; and
(e) to offer and issue Equity Securities to the holders of existing
Securities in accordance with specific rights attached to those existing
Securities to participate in issues of Equity Securities, notwithstanding
that the effect may be that existing proportionate rights to Votes and
Distribution Rights are not maintained; and
(f) to authorise a disproportionate offer to the extent necessary to round up
holdings of Equity Securities to a Minimum Holding, or to avoid the creation
of holdings which are not Minimum Holdings; and
(g) to not offer or issue Equity Securities to holders of existing Equity
Securities the terms of which expressly exclude the right to participate in
the relevant offer or issue; and
(h) to not offer or issue Equity Securities to holders of existing Securities
in a jurisdiction outside of New Zealand if in the Issuer's reasonable
opinion it is unduly onerous for the Issuer to make the offer in that
jurisdiction provided that in the case of Renounceable Rights, the Issuer
shall arrange the sale of any Renounceable Rights to the relevant Equity
Securities and to account to holders in that jurisdiction for the proceeds.
In this Rule 7.3.4, "Distribution Right" means a right of the nature referred
to in paragraph (a) or paragraph (b) of the definition of "Equity Security"
in Rule 1.6.1.
End CA:00264479 For:BRM Type:WAV/RULE Time:2015-05-19 10:35:33
