PAY
11/08/2015 09:03
WAV/RULE
NOT PRICE SENSITIVE
REL: 0903 HRS Pushpay Holdings Limited
WAV/RULE: PAY: Waiver from NZX Main Board Listing Rule 7.6.1(f)(i)
NZX Regulation Decision
Pushpay Holdings Limited (PAY)
Application for a waiver from NZX Main Board Listing Rule 7.6.1(f)(i)
11 August 2015
Waiver from NZX Main Board Listing Rule 7.6.1(f)(i)
Decision
1. On the basis that the information provided by PAY is complete and accurate
in all material respects, NZXR grants PAY a waiver from Rule 7.6.1(f)(i), to
the extent required to allow PAY to acquire Unallocated Shares from the
Trustee in accordance with the terms of the Scheme.
2. 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.
3. Capitalised terms which have not been defined in this decision have the
meanings given to them in the Rules.
4. The Rule to which this decision relates is 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. the policy behind Rule 7.6.1(f)(i) is to ensure that shares are not
acquired from Directors or their Associated Persons on terms which are
unfairly preferential or advantageous to them. Under the Scheme's terms,
PAY's ability to acquire Unallocated Shares from the Trustee is solely
intended to be a part of the process for unwinding participation in the
Scheme, without impacting the other PAY shareholders. PAY submits, and NZXR
has no reason not to accept, that any acquisition of Unallocated Shares from
the Trustee would not provide any such unfair preference or advantage to any
Director of PAY, or their Associated Persons;
b. requiring PAY to continuously call shareholders' meetings to consider
resolutions to acquire PAY shares which were issued in accordance with the
Scheme's terms would impose unnecessary costs on PAY, and ultimately, its
shareholders; and
c. there is precedent for this decision.
Appendix One
1. Pushpay Holdings Limited ("PAY") was Listed and its ordinary shares were
Quoted on the NZX Main Board on 9 June 2015, having migrated from the NZX
Alternative Market ("NZAX"). PAY was originally Listed and its ordinary
shares were initially Quoted on the NZAX from 14 August 2014 until 8 June
2015.
2. PAY operates an employee share scheme known as the Pushpay Holdings Share
Incentive Scheme ("Scheme"). The Scheme operates under a Trust Deed dated 14
August 2014 (as amended from time to time).
3. The Scheme enables selected employees and contractors ("Participants) of
PAY and its subsidiaries (together, the "PAY Group") to acquire an interest
in fully paid ordinary shares in PAY ("Incentive Shares"). The Scheme has
been designed to align Participants' incentives with the interests of PAY's
shareholders, in order to attract, retain and reward key personnel.
4. Under the Scheme, Incentive Shares are issued to Pushpay Trustees Limited
("Trustee") and held on trust for the benefit of the Participants. The
Trustee is an Associated Person of PAY's Directors because the Trustee is a
wholly owned subsidiary of PAY, and Messrs Bruce Gordon and Christopher
Heaslip are Directors of both PAY and the Trustee.
5. The issue price for an allocation of Incentive Shares ("Allocation Price")
is determined by PAY's Board, which may, but is not required to, have regard
to the volume weighted average market price of PAY shares on the NZX Main
Board for the 20 Business Days immediately preceding the grant date for a
Participant.
6. Legal title to the Incentive Shares transfers to the Participants on
various qualifying dates determined by the Board, as set out in invitation
letters into the Scheme which are sent out to all prospective Participants.
7. If a Participant ceases to be employed by or contracted by the PAY Group
before legal title to all of its Incentive Shares has transferred to that
Participant, PAY may direct the Trustee to repurchase the beneficial interest
in all or part of that Participant's Incentive Shares which remain in the
Scheme. The beneficial interest in the Incentive Shares would be acquired
from the departing Participant at their original Allocation Price.
8. From time to time, the Scheme provides that PAY may repurchase legal title
to any Incentive Shares held by the Trustee that are not allocated to a
Participant ("Unallocated Shares"). PAY intends to repurchase the Unallocated
Shares at their original Allocation Price, and the Trustee will use the
proceeds to repurchase the beneficial interest in Incentive Shares from
departing Participants.
9. Once repurchased from the Trustee, PAY intends to hold the Unallocated
Shares as treasury stock and then be reissued to the Trustee and allocated to
new Participants under the Scheme. These shares will have an Allocation Price
that PAY's Board will have determined to be the fair market value for the
shares.
10. Mr Graham Shaw joined PAY's Board as a Non-Executive Director on 22
January 2015. Mr Shaw is the only PAY Director that has a beneficial interest
under the Scheme; he is the beneficial owner of 23,896 PAY shares that were
issued to the Trustee in accordance with the Scheme on or about 19 May 2015.
11. Mr Gordon joined PAY's Board as a Non-Executive Director sometime in
February 2014. Mr Gordon is a Director and shareholder of Geelong Investments
Limited, which has a beneficial interest in 233,514 PAY shares under the
Scheme.
12. On 1 December 2014, NZX Regulation ("NZXR") granted PAY a waiver from
NZAX Rule 7.6.1(f)(i), to allow PAY to acquire Unallocated Shares from the
Trustee in accordance with the terms of the Scheme.
13. As a result of PAY's migration onto the NZX Main Board, PAY has applied
for a waiver from NZX Main Board Listing Rule ("Rule") 7.6.1(f)(i) in order
to allow PAY to continue to acquire Unallocated Shares from the Trustee in
accordance with the terms of the Scheme.
Appendix Two
Rule 7.6 Buy Backs of Equity Securities, Redemption of Equity Securities, and
Financial Assistance
7.6.1 An Issuer shall not acquire or redeem Equity Securities of that Issuer
other than by way of:
[...]
(f) an acquisition effected in compliance with section 60(1)(b)(ii) (read
together with section 61) of the Companies Act 1993 and:
(i) is made from any person who is not a Director or an Associated Person of
a Director of the Issuer; and
...
End CA:00268194 For:PAY Type:WAV/RULE Time:2015-08-11 09:03:56
