Ann: WAV/RULE: AIA: AIA - Waivers from Debt Marke

• Release Date: 19/05/14 11:54
• Summary: WAV/RULE: AIA: AIA - Waivers from Debt Market Listing Rules
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					AIA
19/05/2014 09:54
WAV/RULE

REL: 0954 HRS Auckland International Airport Limited

WAV/RULE: AIA: AIA - Waivers from Debt Market Listing Rules

NZX Regulation Decision
Auckland International Airport Limited ("AIA")
Application for waivers from Debt Market Listing Rules 5.2.3, 7.1.5(c) and
7.1.13

1 May 2014

Application for waiver from Debt Market Listing Rule 5.2.3

Decision

1. Subject to the conditions in paragraph 2 below, and on the basis that the
information provided is complete and accurate in all material respects, NZX
Regulation ("NZXR") grants Auckland International Airport Limited ("AIA") a
waiver from Debt Market Listing Rule 5.2.3 ("Rule") in respect of the Bonds
for a period of 12-months from the Quotation date for the Bonds, to allow AIA
to have fewer than 500 Bondholders who are Members of the Public holding at
least 25% of the Bonds.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. AIA discloses liquidity as a risk in the Offering Document for the Bonds;
and
b. AIA clearly and prominently discloses this waiver and its implications in
its half-year and annual reports and in the Offering Document relating to the
Bonds.
3. The information on which this decision is based is set out in Appendix One
to this decision. This decision will not apply if that information is not, or
ceases to be, full and accurate in all material respects.
4. Rule 5.2.3 is set out in Appendix Two to this decision.

Reasons

5. In coming to the decision to grant the waiver set out in paragraph 1
above, NZXR has considered that:
a. Debt Securities are generally not subject to the same degree of trading
activity as Equity Securities;
b. AIA has advised that it expects the spread of Bonds will increase to meet
Spread Requirements over time;
c. The condition, contained in paragraph 2(a) above, will ensure that
prospective  Bondholders are aware that the Bonds may not satisfy the spread
requirements of Rule 5.2.3;
d. The 12-month waiver gives NZXR the opportunity to reconsider the spread of
the Bonds in 12 months' time if AIA considers a waiver is still required; and

e. There is precedent for this decision.

Application for waiver from Debt Market Listing Rule 7.1.5(c)

Decision

6. On the basis that the information provided is full and accurate in all
material respects, NZXR grants AIA a waiver from Rule 7.1.5(c) so that the
Offering Document is not required to contain a field for subscribers to
insert their CSN number in its subscription application.
7. The information on which this decision is based is set out in Appendix One
to this decision. This decision will not apply if that information is not, or
ceases to be, full and accurate in all material respects.
8. Rule 7.1.5(c) is set out in Appendix Two to this decision.

Reasons

9. In coming to the decision to grant the waiver set out in paragraph 6
above, NZXR has considered that:
a. 100% of the Bonds will be subscribed for by the Lead Manager and
accordingly, there will be no application form for the offer;
b. As retail investors will be purchasing the Bonds on the secondary market,
investors wishing to purchase the Bonds will need to contact their broker.
The Offering Document will state that investors wishing to purchase the Bonds
will need to contact their broker. In that regard, no application form is
required to submit that request; and
c. As there will be no application form for the offer, it will not be
possible for AIA to comply with the requirement of Rule 7.1.5(c).

Application for waiver from Debt Market Listing Rule 7.1.13

Decision

10. On the basis that the information provided is full and accurate in all
material respects, NZXR grants AIA a waiver from Rule 7.1.13 so that AIA is
not required to specify in the Offering Document the period within which a
refund of subscription moneys will be made to applicants for the Bonds to
whom allotments are not made and whether or not interest will be paid on such
amounts refunded and, if so, the basis upon which interest will be
calculated.
11. The information on which this decision is based is set out in Appendix
One to this decision. This decision will not apply if that information is
not, or ceases to be, full and accurate in all material respects.
12. Rule 7.1.13 is set out in Appendix Two to this decision.

Reasons

13. In coming to the decision to grant the waiver set out in paragraph 10
above, NZXR has considered that:
a. As 100% of the Bonds will be subscribed for by the Lead Manager the
statements required by Rule 7.1.13 are not applicable; and
b. The requirement in Rule 7.1.13 is intended to protect retail investors who
are submitting subscription moneys prior to the allotment of securities. Such
protection is not required in relation to the Bonds as retail investors will
be purchasing the Bonds on the secondary market by submitting an order with
their broker. Accordingly, retail investors will only be required to pay the
purchase price for the Bonds once their order has been filled.

Confidentiality

14. AIA has requested this application and any decision be kept confidential
until AIA has made an announcement regarding the offer of the Bonds.
15.  In accordance with Footnote 1 to Rule 1.11.2, NZXR grants AIA's request.

Appendix One

1. AIA is a Listed Issuer with bonds Quoted on the NZX Debt Market.
2. AIA intends to make an offer of fixed rate bonds ("Bonds") to be quoted on
the NZX Debt Market.
3. The Bonds will be offered in reliance on the exclusion in clause 19 of
schedule 1 of the Financial Markets Conduct Act 2013.
4. Except for the interest rate and maturity date, the Bonds will have
identical rights, privileges, limitations and conditions as AIA's fixed rate
bonds maturing on 13 December 2019 which are quoted on the NZX Debt Market
under the ticker code AIA120 ("AIA120 Bonds").
5. 100% of the Bonds will be reserved for clients of the Lead Manger and
Co-Managers, institutional investors and other market participants and there
will be no general public pool. The Lead Manager will subscribe for 100% of
the Bonds and the Lead Manager will subsequently sell the Bonds to the
Co-Managers, institutional investors and other market participants on the
secondary market. Those parties will then on-sell the Bonds to their clients.

6. AIA will publish a terms sheet setting out the main terms of the Bonds.
The terms sheet will be the Offering Document for the Bonds for the purposes
of the Rules.
7. It is expected that demand for the Bonds will predominantly come from
institutional investors, due to the likely interest rate, and accordingly the
Bonds are unlikely to meet the spread requirements of Rule 5.2.3 initially.
However, AIA anticipates that, consistent with its other bond issues, there
will be strong investor demand for the Bonds over time, leading to an
increase in the spread of the Bonds over time.

Appendix Two

Rule 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.

Rule 7.1.5(c)

Every Offering Document shall contain:
...
(c) in its subscription application a field for subscribers to insert their
CSN number (if any); and
...
Rule 7.1.13

Each Offering Document shall specify:
(a) the period within which a refund of subscription moneys will be made to
applicants for Securities to whom allotments are not made; and
(b) whether or not interest will be paid on amounts refunded in terms of (a)
and, if so, the basis upon which interest will be calculated.
End CA:00250601 For:AIA    Type:WAV/RULE   Time:2014-05-19 09:54:58