DNZ
23/09/2015 09:08
WAV/RULE
NOT PRICE SENSITIVE
REL: 0908 HRS DNZ Property Fund Limited
WAV/RULE: DNZ: DNZ - Waivers from NZX Main Board Listing Rules
NZX Regulation Decision
DNZ Property Fund Limited (DNZ)
Application for a waiver from NZX Main Board Listing Rules 7.11.1 and 7.12.2
22 September 2015
Waiver from NZX Main Board Listing Rule 7.11.1
Decision
1. On the condition set out in paragraph 2 below and on basis that the
information provided by DNZ is complete and accurate in all material
respects, NZXR grants DNZ a waiver from Rule 7.11.1 to the extent that the
Rule would otherwise require allotment of New Shares to Eligible
Institutional Shareholders participating in the Placement within five
Business Days of the closing date of the Placement.
2. The waiver in paragraph 1 above is provided on the condition that
allotment of New Shares to Eligible Institutional Shareholders occurs on the
settlement date for the Placement.
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.
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. the policy of Rule 7.11.1 is to ensure that, where application monies have
been submitted, subscribers obtain the benefit of their investment without
undue delay;
b. this waiver will only affect the settlement for Eligible Institutional
Shareholders participating in the Placement. Institutional shareholders
settle on a delivery versus payment basis so would not be required to submit
the subscription money for the relevant shares until the settlement date for
the Placement. Accordingly, the Eligible Institutional Shareholders will not
be denied the benefit of this capital for any greater period than would have
otherwise been the case, as a result of this waiver;
c. as DNZ is a PIE, DNZ has submitted that it is important for the Dividend
to be paid prior to the date on which New Shares are allotted under the
Placement, in accordance with the rules applicable to listed PIEs;
d. Eligible Institutional Shareholders will receive information from the Lead
Manager by way of an announcement to the market, in relation to the Placement
and the timing for allotment; and
e. there is precedent for this decision.
Waiver from NZX Main Board Listing Rule 7.12.2
Decision
7. On the condition set out in paragraph 8 below and on basis that the
information provided by DNZ is complete and accurate in all material
respects, NZXR grants DNZ a waiver from Rule 7.12.2 to the extent that this
Rule requires that an Appendix 7 be provided for the Dividend at least 10
Business Days before the Record Date to determine the entitlement to the
Dividend.
8. The waiver in paragraph 7 above is provided on the conditions that:
a. the Record Date for the Dividend is no less than six Business Days after
the Dividend is announced;
b. the Dividend is paid prior to the first allotment under the Placement; and
c. the implications of this waiver are disclosed in the announcement of the
declaration of the Dividend.
9. 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.
10. The Rules to which this decision relates are set out in Appendix Two to
this decision.
11. Capitalised terms that are not defined in this decision have the meanings
given to them in the Rules.
Reasons
12. In coming to the decision to provide the waiver set out in paragraph 7
above, NZXR has considered that:
a. Rule 7.12.2 requires a dividend to be announced to the market in the form
of an Appendix 7 at least 10 Business Days prior to the Record Date for
the entitlement to the Dividend. This time period ensures that the current
and potential shareholders have sufficient time to trade on and off the share
register as desired;
b. the Dividend for the quarter ending 30 September 2015 would ordinarily be
paid in December. DNZ considers that because the Dividend relates to the
trading period before the New Shares are issued, the New Shares should not
participate in the Dividend. Accordingly, DNZ considers that it is necessary
to fix the Record Date for the Dividend as at a date prior to the date on
which the New Shares are issued;
c. it would not be possible to provide details of the Dividend earlier, as
advanced notification may signal to the market that a significant transaction
was imminent. Therefore, there is commercial rationale for the timetable of
the Placement that means DNZ is unable to provide the required 10 Business
Days' notice to market;
d. the market will have at least two full trading days to trade DNZ shares,
after the notice of the Dividend and completion of any possible trading halt,
but before the Ex Date of the Dividend. Two trading days where investors can
move on or off the DNZ share register in contemplation of the Dividend is
sufficient, as an active step by those on the share register is not required
in order to receive the Dividend;
e. there is precedent for this decision.
Confidentiality
13. DNZ has requested this application and any decision be kept confidential
until DNZ announces the Offers.
14. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants DNZ's request.
Appendix One
1. DNZ Property Fund Limited ("DNZ") is a Listed Issuer with ordinary shares
Quoted on the NZX Main Board.
2. DNZ is undertaking a capital raising (the "Offers") by way of an offer of
new shares in DNZ ("New Shares").
3. The Offers will be undertaken to partially fund the acquisition of a
portfolio of commercial properties by DNZ ("Proposed Acquisition"), and will
be conducted as follows:
a. a placement to institutional shareholders of DNZ ("Placement"), resident
in New Zealand and various overseas jurisdictions ("Eligible Institutional
Shareholders"); and
b. a share purchase plan ("SPP") to existing shareholders of DNZ resident in
New Zealand ("Eligible SPP Shareholders").
4. The Placement will be undertaken by way of a book build, where Goldman
Sachs New Zealand Limited ("Lead Manager") will seek expressions of interests
from Eligible Institutional Shareholders at a price agreed between DNZ and
the Lead Manager (the "Placement Price"). New Shares will then be allocated
to the Eligible Institutional Shareholders based on the expressions of
interest.
5. The SPP will be offered to Eligible SPP Shareholders after the Placement
has been completed and allotted. Eligible SPP Shareholders will be offered
New Shares at a price equal to the lower of the placement price and the
average end of day market price of DNZ shares over the five business days
prior to the closing date of the SPP.
6. Any DNZ shareholders who do not satisfy the criteria set out in paragraphs
3 (a) and (b) will be ineligible to participate in the offers ("Ineligible
Shareholders"). DNZ will not offer New Shares to Ineligible Shareholders, on
the grounds that it would be unduly onerous for DNZ to make the Offers
available to those Ineligible Shareholders. As at 30 June 2015 the Ineligible
Shareholders held approximately 3% of DNZ's issued capital.
7. The New Shares will be of the same class and have the same rights as DNZ
shares that are currently on issue, and will be quoted on the NZX Main Board
on their allotment.
8. The Offers are to be conducted pursuant to clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013 ("FMCA") and the associated regulations.
An offer booklet will be prepared for the SPP and, prior to the Offers being
made, notices in respect of the Placement and SPP will be released by DNZ to
the NZX Main Board, in accordance with the FMCA.
9. DNZ intends to announce a dividend for the quarter ending 30 September
2015 ("Dividend") at the same time that Offers are announced. The Offers will
be made on an ex-dividend basis because the Dividend relates to the earnings
on the existing share capital over the current quarter and therefore DNZ
considers that the Dividend should be payable on existing shares only (and
not the New Shares).
10. To effect the Placement in compliance with the conditions for a listed
PIE, DNZ cannot allot New Shares under the Placement until after the Dividend
is paid. Accordingly:
a. the Dividend will be announced on or about 23 September 2015;
b. the record date for the Dividend will be on or about 1 October 2015 (six
business days after the Dividend is announced);
c. the Dividend will be paid on or about 6 October 2015; and
d. the allotment of New Shares under the Placement will be made on or about 7
October 2015 (the first Business Day following payment of the Dividend).
11. DNZ has confirmed with its share registry that the timing of the notice
for the Dividend will not create any practical problems.
12. As institutional shareholders settle on a delivery versus payment basis,
the Eligible Institutional Shareholders will not be required to submit their
subscription money in respect of the New Shares being issued under the
Placement, until the Placement settlement date.
13. For the reasons detailed in paragraphs 9 and 10 above, the allotment of
the New Shares under the Placement will not be able to occur until on or
about 7 October 2015, which is at least nine Business Days following the
closing date for the Placement. As the Rules require Issuers to proceed to
allotment within five Business Days after the latest date on which
applications for Securities close, DNZ has sought a waiver from Rule 7.11.1.
14. DNZ has applied for a trading halt to apply during the Placement. The
market will have at least two full trading days to trade DNZ shares after the
notice of the Dividend is announced and the completion of the trading halt,
but before the Ex Date for the Dividend.
15. As set out in paragraph 10 above, the Dividend will be announced on or
about 23 September 2015, which is six Business Days before the Record Date
for the Dividend. As the Rules require an Appendix 7 to be filed 10 Business
Days before the record date for the Dividend, DNZ has sought a waiver from
Rule 7.12.1.
Appendix Two
Rule 7.11 Allotment
7.11.1 An Issuer making an issue of Securities Quoted or to be Quoted (other
than Equity Securities issued under Rule 7.3.10) shall proceed to allotment
within five Business Days after the latest date on which applications for
Securities close.
Rule 7.12 Announcements
7.12.2 Where any benefit is to be paid or distributed on Quoted
Securities (including dividends, interest or bonus issues) or any Conversion
of Securities or call on Securities is to take place, the Issuer shall give
to NZX, forthwith after any Director's recommendation and at least 10
Business Days before the Record Date to determine entitlements or
obligations, full details of the benefit, Conversion or call, including the
information in the table below. That information shall be supplied in the
form set out in Appendix 7.
[Table not reproduced]
End CA:00270577 For:DNZ Type:WAV/RULE Time:2015-09-23 09:08:06
