Ann: WAV/RULE: AIA: AIA - Waiver from NZDX Listing Rule 5.2.3

• Release Date: 02/11/15 09:26
• Summary: WAV/RULE: AIA: AIA - Waiver from NZDX Listing Rule 5.2.3
• Price Sensitive: No
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					AIA
02/11/2015 09:26
WAV/RULE
NOT PRICE SENSITIVE
REL: 0926 HRS Auckland International Airport Limited

WAV/RULE: AIA: AIA - Waiver from NZDX Listing Rule 5.2.3

NZX Regulation Decision
Auckland International Airport Limited (AIA)
Application for a waiver from NZX Debt Market Listing Rule 5.2.3

21 October 2015

Waiver from NZX Debt Market Listing Rule 5.2.3
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis
that the information provided by Auckland International Airport Limited
("AIA") is complete and accurate in all material respects, NZX Regulation
("NZXR") grants AIA a waiver from NZX Debt Market Listing Rule ("Rule") 5.2.3
in respect of its AIA200s for a period of six months from the Quotation Date,
to the extent that this Rule requires the AIA200s to be held by at least 100
Members of the Public holding at least 25% of the AIA200s on issue.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. AIA clearly and prominently discloses the waiver and its implications in
the Terms Sheet for the AIA200s, and any Offer Document relating to an offer
of AIA200s made during the period of this waiver;
b. AIA clearly and prominently discloses the waiver, its conditions, and
their implications in any half-year report and annual report for the period
of the waiver;
c. liquidity is disclosed as a risk in the Terms Sheet for the AIA200s; and
d. AIA notifies NZXR as soon as practicable if there is a material reduction
to the total number of Members of the Public holding at least a Minimum
Holding of the AIA200s, and/or the percentage of AIA200s 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 to this
decision.
5. Capitalised terms that are not defined in this decision have the meanings
given to them in the Rules.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:
a. AIA has advised that it expects the spread of the AIA200s will increase
over time to meet the spread requirements of Rule 5.2.3. AIA may meet the
spread requirements at the time of Quotation. As the AIA200s are being
offered through market participants without a public pool, and AIA will only
know how the AIA200s will be allocated following the Bookbuild, AIA has
advised that it is not in a position to confirm as at the date of this
waiver, that the spread requirements will be met at the time of Quotation;
b. Debt Securities are not generally subject to the same degree of trading
activity as Equity Securities;
c. the conditions contained in paragraph 2(a), (b) and (c) above, require AIA
to provide access to information about this waiver and its implications to
prospective investors as part of the Offer, as well as to those wishing to
trade in the AIA200s for the period of this waiver. Investors can take this
information into account when making their investment decision;
d. the condition contained in paragraph 2(d) requires AIA to provide
information that will allow NZXR to monitor any material reduction in the
spread of the AIA200s over the period of this waiver;
e. the waiver is granted for a period of six months. This gives NZXR the
opportunity to reconsider the spread of the AIA200s in six months' time if
AIA considers that a waiver is still required; and
f. there is precedent for this decision.
Confidentiality
7. AIA has requested that the application for a waiver from Rule 5.2.3, and
NZXR's decision, be kept confidential until the notice to be provided by AIA
in relation to the AIA200s under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulations 2014, has been released.
8. In accordance with footnote 1 to Rule 1.11.2, NZXR grants AIA's request.

Appendix One
1. Auckland International Airport Limited ("AIA") is a Listed Issuer with
ordinary shares Quoted on the NZX Main Board, as well as bonds Quoted on the
NZX Debt Market ("NZDX").
2. AIA intends to make an offer of unsecured, unsubordinated, fixed rate
bonds ("AIA200s") to be Quoted on the NZDX ("Offer"). The Offer will open on
or about 2 November 2015 and close on or about 4 November 2015. The  joint
lead managers of the Offer will conduct a bookbuild on or about 4 November
2015 in order to determine the AIA200s' margin ("Bookbuild"), which will be
used to determine the AIA200s' interest rate. AIA intends to Quote the
AIA200s on the NZDX on or about 10 November 2015 ("Quotation Date").
3. AIA will release a terms sheet on or prior to the date that the Offer
opens, setting out the key terms and conditions of the AIA200s ("Terms
Sheet").
4. In accordance with NZX Regulation's ("NZXR") Ruling on NZDX Listing Rule
("Rule") 5.2.3 issued on 29 September 2015 (the "Ruling"), the AIA200s are
required to be held by at least 100 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.
5. The Offer is structured so that all of the AIA200s are reserved for
clients of the joint lead managers and co-manager of the Offer, as well as
primary market participants and other approved financial intermediaries.
There is no public pool for the Offer. AIA has therefore indicated that it is
uncertain whether the AIA200s will satisfy the spread requirements of Rule
5.2.3, when the AIA200s are initially Quoted on the NZDX. For instance, given
the $100 million size of the Offer, AIA considers that it is possible that a
number of large accounts could be allocated more than 75% of the AIA200s
(with each holding more than 10% of the AIA200s on issue, which would
disqualify them from being treated as Members of the Public).

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.

  ...
Ruling on NZX Debt Market Listing Rule 5.2.3 - 29 September 2015
For the purposes of Rule 5.2.3, a Class of Debt Securities will generally not
be considered for Quotation on the NZDX unless those Securities are held by
at least 100 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.
End CA:00272667 For:AIA    Type:WAV/RULE   Time:2015-11-02 09:26:28