Ann: WAV/RULE: CEN: CEN - Waiver from NZX Debt Market Listing Rule 5.2.3

• Release Date: 24/08/15 09:27
• Summary: WAV/RULE: CEN: CEN - Waiver from NZX Debt Market Listing Rule 5.2.3
• Price Sensitive: No
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					CEN
24/08/2015 09:27
WAV/RULE
NOT PRICE SENSITIVE
REL: 0927 HRS Contact Energy Limited

WAV/RULE: CEN: CEN - Waiver from NZX Debt Market Listing Rule 5.2.3

NZX Regulation Decision
Contact Energy Limited (CEN)
Application for a waiver from NZX Debt Market Listing Rule 5.2.3

4 August 2015

Waiver from NZX Debt Market Listing Rule 5.2.3

Decision

1. Subject to the conditions set out in paragraph 2 below, and on the basis
that the information provided by Contact Energy Limited ("CEN") is complete
and accurate in all material respects, NZX Regulation ("NZXR") grants CEN a
waiver from NZX Debt Market Listing Rule ("Rule") 5.2.3 in respect of the
CEN030s for a period of twelve months from their Quotation date, to the
extent that this Rule requires the CEN030s to be held by at least 500 Members
of the Public holding at least a Minimum Holding.

2. The waiver in paragraph 1 above is provided on the conditions that:
a. CEN clearly and prominently discloses this waiver, its conditions and
their implications in the Terms Sheet for the CEN030s, and any offer document
relating to an offer of the CEN030s made during the period of this waiver;
b. CEN clearly and prominently discloses this waiver, its conditions and
their implications in its half-year report and its annual report for the year
the waiver is relied on;
c. liquidity is disclosed as a risk in the Terms Sheet for the CEN030s; and
d. CEN 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 CEN030s and/or the percentage of CEN030s 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 Rule to which this decision relates is 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. Debt Securities are not generally subject to the same degree of trading
activity as Equity Securities;
b. CEN expects that the spread of the CEN030s will increase to meet the
spread requirements of Rule 5.2.3 over time;
c. the conditions contained in paragraph 2(a), (b) and (c) above, require CEN
to provide access to information about this waiver and its implications to
prospective investors as a part of the offer, as well as to those wishing to
trade in the CEN030s 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) requires CEN to provide
information that will allow NZXR to monitor any material reduction in the
spread of the CEN030s over the period of this waiver;
e. the waiver is granted for a period of 12 months. This gives NZXR the
opportunity to reconsider the spread of the CEN030s in 12 months' time if CEN
considers that a waiver is still required; and
f. there is precedent for this decision.

Confidentiality

7. CEN has requested that the application for a waiver from Rule 5.2.3, and
NZXR's decision, be kept confidential until the Terms Sheet has been
released.

8. In accordance with footnote 1 to Rule 1.11.2 NZXR grants CEN's request.

Appendix One

1. Contact Energy Limited ("CEN") is a Listed Issuer with bonds quoted on the
NZX Debt Market.

2. CEN intends to make an offer of unsecured, unsubordinated, fixed rate
bonds ("CEN030s"), to be quoted on the NZX Debt Market.

3. CEN will publish a terms sheet on or prior to the date that the offer
opens, setting out the key terms and conditions of the CEN030s ("Terms
Sheet").

4. CEN considers that it is possible that the CEN030s may not satisfy the
spread requirements of Rule 5.2.3 when the CEN030s are initially quoted on
the NZX Debt Market. CEN anticipates that the spread of the CEN030s will
increase over time.

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:00268913 For:CEN    Type:WAV/RULE   Time:2015-08-24 09:27:34