Ann: WAV/RULE: ARV: ARV- Application for a waiver from Rule 10.4.2

• Release Date: 31/12/14 10:25
• Summary: WAV/RULE: ARV: ARV- Application for a waiver from Rule 10.4.2
• Price Sensitive: No
• Download Document  11.13KB

					ARV
31/12/2014 10:25
WAV/RULE
NOT PRICE SENSITIVE
REL: 1025 HRS Arvida Group Limited (NS)

WAV/RULE: ARV: ARV- Application for a waiver from Rule 10.4.2

NZX Regulation Decision
Arvida Group Limited (ARV)
Application for a waiver from NZX Main Board Listing Rule 10.4.2

31 December 2014

Waiver from NZX Main Board Listing Rule 10.4.2

Decision

1. On the conditions set out in paragraph 2 below, and on the basis that the
information provided by Arvida Group Limited ("ARV") is complete and accurate
in all material respects, NZX Regulation ("NZXR") grants ARV a waiver from
NZX Main Board Listing Rule ("Rule") 10.4.2 to the extent that ARV is
required to deliver to NZX, and make available to Quoted Security holders, a
half-year report for the six month period ending 30 September 2014, on or
before 31 December 2014.

2. The waiver in paragraph 1 above is provided on the condition that:

a. ARV provides a market update ("Market Update") to NZX for release to the
market, as at 31 December 2014 and as at 31 March 2015, including the
following minimum information in respect of ARV and its subsidiaries ("ARV
Group"):

i. the aggregate overall occupancy rates as a percentage of total available
occupancy for all retirement villages owned by the ARV Group;

ii. the aggregate overall occupancy rates as a percentage of total available
occupancy for all aged care facilities owned by ARV Group;

iii. the overall aggregate average age of residents in retirement village
units owned by the ARV Group;

iv. the total number of care beds (being resthome beds, dementia beds and
hospital beds that provide resident accommodation and various levels of care
and other services) for all retirement villages and all aged care facilities
owned by the ARV Group (the "ARV Facilities");

v. the total number of villas for all ARV Facilities;

vi. the total number of apartments for all ARV Facilities;

vii. the total number of service apartments for all ARV Facilities;

viii. an update on the progress of integration of the Portfolio Facilities
into the ARV Group including by reference to the statements regarding that
integration process included in the Prospectus;

ix. details of any known actual or pending changes to Government policy, or
any applicable legislation, that ARV considers is likely to materially affect
funding of, or available to, the ARV Group; and

x. details of any other matter, event or issue which ARV considers is likely
to materially negatively affect the PFI, when considering the effect of the
events as a whole; and

b. the information as required in the Market Updates by paragraphs 2. a.
viii. to 2. a. x. above must be for the following periods:

i. in respect of the Market Update as at 31 December 2014, the period
comprising the date of allotment as per the Prospectus (being 17 December
2014) to 31 December 2014; and

ii. in respect of the Market Update as at 31 March 2015, the period
comprising 1 January 2015 to 31 March 2015; and

c. the Market Update must be provided to NZX:

i. in respect of the Market Update as at 31 December 2014, on or before 30
January 2015; and

ii. in respect of the Market Update as at 31 March 2015, on or before 30
April 2015.

3. The conditions set out in paragraph 2 above, in no way prejudice ARV's
continuous disclosure obligations under Rule 10.1 which, subject to the
requirements of that Rule, require ARV to immediately disclose any Material
Information, including any material variation from the PFI, to NZX for
release to the market.

4. 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.

5. The Rules to which this decision relates are set out in Appendix Two to
this decision.

6. Pursuant to section 359 of the Financial Markets Conduct Act 2013, NZXR
consulted the Financial Markets Authority ("FMA") when making this
determination and FMA has confirmed that it is in agreement with this
decision and the above considerations. Further, in accordance with NZX
policy, NZXR consulted with the Chair of the NZ Markets Disciplinary Tribunal
when making this determination.

Reasons

7. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:

a. The purpose of a half-year report is to provide the market with updated
information on the financial position of an Issuer, giving a holistic view of
the Issuer's financial performance to assist investors and potential
investors with their investment decision.

b. As at 30 September 2014, being the end of the period in respect of which
ARV is required to provide a half-year report, ARV existed solely as a
special purpose vehicle, incorporated to undertake the IPO and to enter into
conditional contracts to acquire the Portfolio Facilities on Listing.
Neither ARV nor the ARV Group had commenced operations. ARV has since Listed
and commenced operations.

c. The Prospectus contained unaudited financial statements for ARV for the
period to, and as at, 31 July 2014 (with additional disclosure for subsequent
events to 17 November 2014).  If ARV were required to provide a half-year
report for the period ended, and as at, 30 September 2014, that report would
only reflect ARV's limited activities as a special purpose vehicle. In
effect, such a report would reflect an additional two month's update to the
31 July 2014 financial statements included in the Prospectus and disclose the
additional costs incurred by ARV since 31 July 2014.  ARV considers, and NZXR
agrees, that provision of the accounts required under Rule 10.4.2 would
provide an out of date view of the financial position of ARV and the ARV
Group, and may confuse investors as to the current position of the company.

d. ARV has submitted, and NZXR has no reason not to believe, that it is not
practicable for ARV to prepare accurate updated pro forma financial
statements for the period ended, and as at, 30 September 2014, due to the
complexity of aggregating the underlying financial information in respect of
the Portfolio Facilities and consolidating and reconciling different
accounting policies applied across each business acquired.

e. Further, updated pro forma financial statements to 30 September 2014 may
also provide an inaccurate view to the market of ARV's financial position
given the process for settlement of acquisitions of the Portfolio Facilities
and integration of the Portfolio Facilities into the ARV Group. Although
limited pro forma financial information was provided in the Prospectus, this
was primarily as a condition of the exemption relief obtained by ARV from the
Securities Act 1978 and Securities Regulation 2009.  That information
required significant explanation to provide offerees accurate context for the
basis of preparation and the context within which the information was being
provided.

f. The conditions of the waiver provide an alternative basis on which ARV
will update the market on the performance of the company in the period to 31
March 2015, ahead of the preliminary full year financials due at the end of
May 2015.  The release of the Market Updates will provide the market with
information on how ARV is progressing against information included in the
Prospectus (including the PFI), to allow the market to assess the performance
of ARV in the absence of the half-year financial statements that would
otherwise have been prepared under Rule 10.4.2.

g. The Prospectus provided PFI which, ARV submits, more accurately reflects
ARV's position as an operating business.  ARV is subject to continuous
disclosure obligations under Rule 10.1, which requires ARV to immediately
disclose any Material Information to NZX for release to the market.  Under
this Rule, ARV would be required to announce immediately any material
variation from the PFI (subject to the relevant safe harbours in the Rule).

h. There is precedent for this decision.

Appendix One

1. Arvida Group Limited ("ARV") is a Listed Issuer, with its ordinary shares
quoted on the NZX Main Board Market.  ARV is subject to the NZX Main Board
Listing Rules ("Rules").

2. ARV was incorporated on 17 January 2014 for the purpose of acquiring a
portfolio of 17 retirement villages and aged care facilities (the "Portfolio
Facilities").

3. Prior to Listing, ARV was a special purpose vehicle incurring adviser and
other costs associated with the acquisition process for the Portfolio
Facilities. ARV did not own or operate any retirement villages, aged care
facilities or any other businesses.

4. In connection with the acquisition of the Portfolio Facilities, ARV
undertook an initial public offering ("IPO").  A prospectus for the IPO was
prepared and registered on 17 November 2014 (the "Prospectus").

5. ARV was granted the Securities Act (Hercules Limited) Exemption Notice
2014 in relation to the content of financial information in the Prospectus.
In accordance with this exemption notice, subject to conditions, the
Prospectus was not required to include:

o summary financial statements for each retirement village or aged care
facility for the five accounting periods preceding the date of the Prospectus
(as required by clause 12(3)(d) of Schedule 1 to the Securities Regulations
2009); and

o a reference to the latest financial statements for each retirement village
and aged care facility as prepared in accordance with generally accepted
accounting practice or the Financial Reporting Act 1993 (as required by
clause 12(3)(e) of Schedule 1 to the Securities Regulations 2009).

6. The Prospectus instead contained a range of financial information,
including:

o historical and prospective pro form income statement and cash flow
information for ARV for the financial years ending 31 March 2013 to 2016;

o prospective financial information for the years ending 31 March 2015 and 31
March 2016 (the "PFI"); and

osummary financial statements for the ARV Group covering the period from
formation to 31 March 2014; and the period from 1 April 2014 to 31 July 2014.

7. The IPO completed with the Listing of ARV on 18 December 2014.

8. From 17 December 2014, ARV began settling the acquisitions of the
Portfolio Facilities with the funds raised from the IPO and the issue of
shares in ARV. ARV expects to continue settling the acquisitions and
integrating the companies  through to 31 March 2015.

9. ARV has a balance date of 31 March. Under Rule 10.4.2, ARV is required to
make available to Quoted Security holders, and to deliver to NZX for release
to the market, a half year report for the six month period ending 30
September 2014 on or before 31 December 2014.

Appendix Two

Rule 10.4.2
Each Issuer shall within three months after the end of the first six months
of each financial year of the Issuer:

(a) deliver to NZX electronically, in the format specified by NZX from time
to time; and

(b) make available to each Quoted Security holder in accordance with Rule
10.4.4,
a half-year report. That half-year report shall be delivered to NZX before,
or at the same time as, it is made available to Quoted Security Holders in
accordance with Rule 10.4.4. That half-year report shall include the
information and otherwise address the matters prescribed by the relevant
section of Appendix 1.
End CA:00259489 For:ARV    Type:WAV/RULE   Time:2014-12-31 10:25:56