Ann: WAV/RULE: AKC: Waiver from NZX Main Board Listing Rule 5.2.3

• Release Date: 21/03/16 09:18
• Summary: WAV/RULE: AKC: Waiver from NZX Main Board Listing Rule 5.2.3
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					AKC
21/03/2016 09:18
WAV/RULE
NOT PRICE SENSITIVE
REL: 0918 HRS Auckland Council

WAV/RULE: AKC: Waiver from NZX Main Board Listing Rule 5.2.3

NZX Regulation Decision
Auckland Council (AKC)
Application for a waiver from NZX Debt Market Listing
Rule 5.2.3

15 MARCH 2016

Decision
1. Subject to the conditions in paragraph 2 below, and on the basis that the
information provided
by Auckland Council (AKC) is complete and accurate in all material respects,
NZX Regulation
(NZXR) grants AKC a waiver from NZX Debt Market Listing Rule (Rule) 5.2.3 in
respect of
its AKC090s for a period of 6 months from the Quotation Date, to the extent
that this Rule
requires the AKC090s be held by at least 100 Members of the Public holding at
least 25% of
the AKC090s on issue.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. AKC clearly and prominently discloses the waiver and its implications in
the Series Notice
for the AKC090s and any other Offering Document relating to an offer of
AKC090s made
during the period of this waiver;
b. AKC clearly and prominently discloses this waiver, its conditions, and its
implications in
its half-year report, and its annual report, for the period the waiver is
relied upon;
c. AKC discloses liquidity as a risk in the Series Notice for the AKC090s;
and
d. AKC 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
AKC090s,
and/or the percentage of AKC090s 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 Rules to which this decision relates are 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. AKC has advised that it expects the spread of the AKC090s will increase to
meet the
spread requirements of Rule 5.2.3 over time. AKC may meet the spread
requirements at
the time of Quotation. As the AKC090s are being offered through market
participants,
without a public pool, and AKC will only know how the AKC090s will be
allocated
following the Bookbuild, AKC 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 typically subject to the same degree of trading
activity as Equity
Securities;
c. the conditions, contained in paragraph 2(a), 2(b) and 2(c) above, require
AKC to provide
access to information about this waiver and its implications to prospective
investors as
part of the Offer, as well as those wishing to trade in the AKC090s 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) above requires AKC to provide
information
that will allow NZXR to monitor any material reduction in the spread of the
AKC090s
over the period of this waiver;
e. the waiver is granted for six months. This gives NZXR the opportunity to
reconsider
the spread of the AKC090s in six months' time if AKC considers a waiver is
still
required; and
f. there is precedent for this decision.
Confidentiality
7. AKC has requested that this application and any decision be kept
confidential until the
Series Notice, and the form of notice to be provided by AKC 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 AKC's request.

Appendix One
1. Auckland Council (AKC) is a Listed Issuer with bonds quoted on the NZX
Debt
Market (NZDX). These include the AKC080 Bonds which mature on 24 September
2020
and the AKC070 Bonds which mature on 25 March 2024.
2. AKC intends to make a new offer of fixed rate bonds (AKC090s) to be quoted
on the
NZDX (Offer).
3. The Offer will open on or about 21 March 2016 and close on or about 23
March 2016. The
joint lead managers of the Offer will conduct a bookbuild on or about 23
March 2016 in
order to determine the AKC090s margin (Bookbuild), which will be used to
determine the
AKC090s interest rate. AKC intends to quote the AKC090s on the NZDX on or
about 31 March 2016 (Quotation Date).
4. The AKC090s mature on 30 March 2020.
5. AKC will release a series notice on or prior to the date the Offer opens,
setting out the
main terms of the AKC090s (Series Notice).
6. In accordance with NZX Regulation's (NZXR) Ruling on NZDX Listing Rule
(Rule) 5.2.3
issued on 29 September 2015 (the Ruling), the AKC090s 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.
7. AKC has engaged with joint lead managers in respect of the anticipated
bonds. The
managers are unable to give assurances in respect of the spread of the
AKC090s.
8. The Offer is structured so that all of the AKC090s are reserved for
clients of the joint lead
managers of the Offer, institutional investors and other approved
participants. There is no
public pool for the Offer. AKC has therefore indicated that it is uncertain
whether the
AKC090s will satisfy the spread requirements of Rule 5.2.3, when the AKC090s
are initially Quoted on the NZDX.

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:00279558 For:AKC    Type:WAV/RULE   Time:2016-03-21 09:18:07