Ann: WAV/RULE: ARV: Arvida Group Limited (ARV) waiver from Rule 7.9

• Release Date: 18/12/14 09:24
• Summary: WAV/RULE: ARV: Arvida Group Limited (ARV) waiver from Rule 7.9
• Price Sensitive: No
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					ARV
18/12/2014 09:24
WAV/RULE
NOT PRICE SENSITIVE
REL: 0924 HRS Arvida Group Limited (NS)

WAV/RULE: ARV: Arvida Group Limited (ARV) waiver from Rule 7.9

NZX Regulation Decision
Arvida Group Limited (ARV)
Application for a waiver from - NZX Main Board Listing Rule 7.9

18 December 2014

Background

Decision

1.On the conditions set out in paragraph 2 below, NZX Regulation ("NZXR")
grants Arvida Group Limited ("ARV") a waiver from NZX Main Board Listing Rule
("Rule") 7.9 so that ARV is not required to enter into Security Agreements
with the Existing Shareholders in relation to the Transfer Restrictions.

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

a.The Transfer Restrictions are included in ARV's constitution; and
b.ARV advises NZX immediately if ARV becomes aware of a breach or likely
breach of the Transfer Restrictions, and in consultation with NZX, takes such
steps as NZX may require to enforce the Transfer or prevent or remedy a
breach of the Transfer Restrictions.

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.

Reasons

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

a.The purpose of Rule 7.9.1 is to ensure that restrictions on disposal of
effective ownership or control can be effectively enforced.

b.The Transfer Restrictions will be contained in the Constitution and will
therefore be enforceable by shareholders.

c.The Transfer Restrictions will be disclosed in the Constitution and the
Offer Documents and pursuant to Rule 11.1.5 NZX has approved the Transfer
Restrictions.

d.Any amendments to the Transfer Restrictions in the Constitution would be
subject to the approval of NZX under Rules 6.1.1 and 6.1.2(a) and the
condition set out in paragraph 2(b) will ensure that ARV is required to
advise NZX if it becomes aware of a breach or likely breach and take steps
required by NZX. Accordingly the requirements under Rule 7.9.2 will apply in
relation to the Transfer Restrictions.

e.ARV will bear a non-standard designation, which will alert potential
investors to the Transfer Restrictions.

Appendix One

1.Arvida Group Limited ("ARV") is proposing to undertake an initial public
offer ("IPO") and list on the NZX Main Board, on or about 18 December 2014
("Listing Date").

2.ARV intends to acquire directly or indirectly the assets or shares of 17
retirement villages and aged care operators (the "Aggregation Transaction").
ARV will complete the Aggregation Transactions through a combination of sale
and purchase agreements (where practicable for closely held facilities) or
constitutional amendments (for widely held facilities).

3.Completion of the Aggregation Transaction is to occur simultaneously with
Allotment under the IPO.

4.Arvida proposes to incorporate provisions in its constitution that will
restrict the transfer of all of the shares in Arvida registered in the name
of a shareholder:

a.immediately before allotment under the IPO; or

b.which are issued for the purposes an Aggregation Transaction; or

c.which are described under the heading "Establishment Fee and share
allocations to directors and senior managers" in the Company's registered
prospectus dated 15 September 2014
(together "Existing Shareholders"), until 30 May 2016 ("Transfer
Restrictions").  For the avoidance of doubt, the Transfer Restrictions will
not apply to shares which are acquired by a shareholder pursuant to, or
following, the IPO.

5.ARV has applied for, and NZX has granted, approval under Rule 11.1.5, to
allow the Fourth Schedule of ARV's Constitution to contain the Transfer
Restrictions. As a result of the inclusion of the Transfer Restrictions in
ARV's constitution, if ARV is accepted for listing, NZX will designate ARV as
a non-standard Issuer pursuant to Rule 5.1.4 during the period within which
the Transfer Restrictions are effective.

6.Rule 7.9 will apply to ARV because the shares subject to the Transfer
Restrictions will be Vendor Securities for the purposes of Rule 1.6. ARV is
required by Rule 7.7.1 to describe the Transfer Restrictions in the
prospectus and investment statement for the IPO ("Offer Documents").
Appendix Two

Rule 1.6.1 provides
...

Vendor Securities

means Equity Securities which are issued by an Issuer at or about the time of
its Listing, or of the first Quotation of Securities of the same Class as
those Securities, or which are issued with a view to such Listing or
Quotation, and which are issued as consideration for (whether directly or
indirectly), or in connection with:

(a)the acquisition by the Issuer or any Subsidiary of the Issuer of any
material property .     (including without limitation any patent or
intellectual property, or goodwill); or

(b) services provided or to be provided to the Issuer or any Subsidiary of
the Issuer       (whether related to its formation, promotion, or
Listing, or otherwise);
and includes:

(c)any Securities issued pursuant to a consolidation, subdivision, bonus
issue, or similar arrangement in respect of Securities referred to above; and

(d)any other Securities which NZX determines are Vendor Securities.

Rule 7.7 provides:

7.9.1 If Vendor Securities are issued at or about the time of any issue or
sale of Securities, or with a view to issue or sale of those Securities, the
Offering Document in respect of those Securities shall state with reasonable
prominence either: pursuant to Rule 7.7 or 7.8, that restrictions are to be
imposed upon disposal of the effective ownership or control of any Securities
then:

(a)the restrictions which are to be imposed upon the disposal of the
effective ownership and control of all or any of those Vendor Securities by
the holders of those Vendor Securities (and if the holders are not to be the
beneficial owners of those Vendor Securities, by the beneficial owners); or

(b)that there are no restrictions of the nature referred to in (a).

Rule 7.9.1 provides:

7.9.1 If an Offering Document states, pursuant to Rule 7.7 or 7.8, that
restrictions are to be imposed upon disposal of the effective ownership or
control of any Securities then:

(a) the Issuer shall enter into an agreement (a "Security Agreement") with
the persons to whom those Securities are to be issued, and if those persons
are not the beneficial owners of those Securities, those beneficial owners,
and with such other persons (if any) as NZX may consider necessary in order
to ensure that the restrictions on disposal of effective ownership or control
of those Securities can be effectively enforced; and

(b) that agreement shall be in such form as NZX may require, and shall
prohibit the parties to it from taking steps which would cause the effective
ownership or control of those Securities to be disposed of otherwise than in
accordance with the restrictions specified in the Offering Document; and

(c) where that agreement provides a discretion for lifting the imposed
restrictions prior to the expiry of an agreed restriction period, the
agreement shall stipulate that the exercise of this discretion requires the
consent of non-interested Directors of the Issuer in addition to any other
requirements. For this purpose, the term "interested" bears the meaning
assigned to that term in section 139 of the Companies Act 1993, on the basis
that if an Issuer is not a company registered under that Act, the reference
to the "company" in that section shall be read as a reference to the Issuer.
End CA:00259075 For:ARV    Type:WAV/RULE   Time:2014-12-18 09:24:45