Ann: WAV/RULE: ANB: Waiver from NZX Debt Market Listing Rule 3.2.1(a)

• Release Date: 05/06/15 10:56
• Summary: WAV/RULE: ANB: Waiver from NZX Debt Market Listing Rule 3.2.1(a)
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					ANB
05/06/2015 10:56
WAV/RULE
NOT PRICE SENSITIVE
REL: 1056 HRS ANZ Bank New Zealand Limited

WAV/RULE: ANB: Waiver from NZX Debt Market Listing Rule 3.2.1(a)

NZX Regulation Decision
ANZ Bank New Zealand Limited (ANB)
Application for Waiver from - NZX Debt Market Listing Rule 3.2.1(a)

29 May 2015

Waiver from NZX Debt Market Listing Rule 3.2.1(a)
Decision
1. On the basis that the information provided by ANZ Bank New Zealand Limited
("ANB") is complete and accurate in all material respects, NZX Regulation
("NZXR") grants ANB a waiver from NZX Debt Market Listing Rule ("Rule")
3.2.1(a) so that the Deed Poll for the Bonds is not required to provide that
the appointment of a new trustee is to be approved by an extraordinary
resolution of holders of the Bonds.
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. The Rule to which this decision relates is set out in Appendix Two to this
decision.
Reasons
4. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:
a. Registered banks are exempt from the requirement to have a trustee under
the Financial Markets Conduct Act 2013 in recognition of their alternative
regulatory supervision structure;
b. Given that the general law recognises alternative regulatory structures
for registered banks (including prudential supervision by the Reserve Bank of
New Zealand) NZXR accepts that it is appropriate to grant a waiver from the
requirements in Rule 3.2.1(a), which would otherwise add an extra layer of
supervision not envisioned by the general law.
c. NZXR has granted similar waivers in respect of debt issues by ANB and
other registered banks.
Confidentiality
5. ANB has requested that this application and any decision be kept
confidential until ANB announces the Quotation.
6. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants ANB's request.

Appendix One
1. ANZ Bank New Zealand Limited ("ANB") is an Issuer on the NZX Debt Market
("NZDX").
2. On 18 September 2012, ANB issued $400 million of medium-term unsecured
unsubordinated bonds ("Bonds") with a maturity date of 18 September 2017. The
terms and conditions of the Bonds are contained in the deed poll dated 18
January 2006, and amended by a supplemental deed dated 23 October 2008
(together the "Deed Poll").
3. ANB has applied to Quote the Bonds on the NZDX ("Quotation").
4. As a registered bank, ANB is also subject to the prudential supervision of
the Reserve Bank of New Zealand. Among other requirements, ANB must publish
quarterly disclosure statements that contain financial information about the
bank.

Appendix Two
Rule 3.2   Trust Deeds for Debt Securities
Rule 3.2.1 Every Trust Deed governing Debt Securities shall provide that:
(a) the appointment of new trustee is to be approved by an extraordinary
resolution of the holders of the Securities to which the Trust Deed relates;
and
  ...
End CA:00265278 For:ANB    Type:WAV/RULE   Time:2015-06-05 10:56:18