AKC
12/03/2015 14:39
WAV/RULE
NOT PRICE SENSITIVE
REL: 1439 HRS Auckland Council
WAV/RULE: AKC070: 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
12 March 2015
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 Rule
5.2.3 in respect of the AKC070 Bonds for a period of twelve months from 26
March 2015, to the extent that this rule requires the AKC070 Bonds to be held
by at least 500 Members of the Public.
2. The waiver in paragraph 1 above is granted on the conditions that:
a. AKC clearly and prominently discloses the waiver, its conditions, and its
implications in its half-year and annual reports; and
b. AKC notifies NZXR as soon as practicable if there are any material changes
to the total number of Members of the Public holding AKC070 Bonds, and/or the
percentage of total AKC070 Bonds held by Members of the Public.
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.
Reasons
5. In coming to the decision to provide 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. the condition contained in paragraph 2(a) above, will provide access to
information for both existing holders of the AKC070 Bonds as well as those
wishing to trade in AKC070 Bonds, of this waiver and its implications for the
AKC070 Bonds;
c. the increase in the number of registered holders of AKC070 Bonds since
Quotation, and the number of its underlying holders, suggests that there is
investor demand for the AKC070 Bonds. Both the increase in registered holders
and the number of underlying holders, provides NZXR with some comfort that
there is a degree of liquidity for the AKC070 Bonds; and
d. NZXR has granted similar twelve month waivers in the past. The twelve
month waiver gives NZXR the opportunity to reconsider the spread of the
AKC070 Bonds in twelve months' time.
Appendix One
1. Auckland Council ("AKC") is a Listed Issuer with bonds Quoted on the NZX
Debt Market ("NZDX").
2. On 26 March 2014, AKC Quoted $200,000,000 fixed rate bonds maturing on 25
March 2024 on the NZDX ("AKC070 Bonds"). AKC070 Bonds are Quoted under the
ticker code AKC070.
3. On 3 March 2014, NZXR granted AKC a waiver ("Original Waiver") from the
requirements of NZDX Listing Rule ("Rules") 5.2.3 which allows AKC to have
fewer than 500 bondholders who are Members of the Public in respect of the
AKC070 Bonds; for a period of twelve months commencing from the date of
Quotation. There were 220 registered holders of the AKC070 Bonds on the date
of Quotation.
4. AKC has applied for an extension of the Original Waiver. NZXR was advised
that as at 10 February 2015, the number of registered holders of the AKC070
Bonds had increased to 482, with a certain number of these holders being
nominees. NZXR was also advised that as at 30 June 2014, there were
approximately 600 underlying holders of the AKC070 Bonds.
5. AKC is concerned that the number of underlying holders of the AKC070 Bonds
may move below 500 Members of the Public holding at least a minimum holding,
without AKC's knowledge.
6. AKC therefore seeks an extension of the Original Waiver for a further
twelve months, commencing on 26 March 2015.
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.
End CA:00261770 For:AKC Type:WAV/RULE Time:2015-03-12 14:39:41
