Ann: WAV/RULE: FBI: FBI - Waiver from NZDX Listin

• Release Date: 15/03/12 12:25
• Summary: WAV/RULE: FBI: FBI - Waiver from NZDX Listing Rule 11.1.1
• Price Sensitive: No
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FBI
15/03/2012 10:24
WAV/RULE

REL: 1024 HRS Fletcher Building Industries Limited

WAV/RULE: FBI: FBI - Waiver from NZDX Listing Rule 11.1.1

15 March 2012

NZX Market Supervision Decision
Fletcher Building Industries Limited
 Application for Waiver from NZDX Listing Rule 11.1.1.

Background

1. Fletcher Building Industries Limited ("FBI") is a listed Issuer with seven
series of capital notes quoted on the NZDX market ("FBI Capital Notes"), four
of which (FBI040, FBI050, FBI060 and FBI070) are governed by the FBI trust
deed dated 12 November 2002, as supplemented by supplemental trust deeds
dated 21 November 2008 and 16 March 2009 ("FBI Trust Deed").

2. In March 2011, holders of Fletcher Building Limited ("FBU") capital notes
FBU190, FBU210 and FBU220 ("Noteholders") approved the transfer of FBU's
obligations as issuer of those capital notes ("Transferred Capital Notes") to
FBI. The Transferred Capital Notes continued to be governed by their original
trust deed, which was amended and restated on 28 March 2011 ("Restated FBU
Trust Deed"). Following these transfers FBI accordingly had capital notes on
issue under two separate trust deeds.

3. At the March 2011 Noteholders meeting, it was also resolved that, if FBI
subsequently elected to do so, and subject to approval of the trustee, the
Transferred Capital Notes would become governed by the FBI Trust Deed, and
the Restated FBU Trust Deed may be released and discharged.

4. FBI has elected, and the trustee has approved, that the Transferred
Capital Notes be governed by the FBI Trust Deed. In order to constitute the
Transferred Capital Notes under the FBI Trust Deed, on 15 March 2012 the FBI
Trust Deed was amended by way of a supplemental trust deed ("2012
Supplemental Deed").

5. FBI wishes to restrict transfers of Transferred Capital Notes where the
transfer will result in the transferor holding Transferred Capital Notes that
have an aggregate principal amount of less than NZ$5,000, by imposing this as
a term of the 2012 Supplemental Deed.

6. FBI also wishes to restrict transfers of Transferred Capital Notes to
minimum principal amounts of $1,000, unless the noteholder is a Bank or
Market Participant (as those terms are defined in the NZDX Listing Rules
("Rules")) in which case there shall be no minimum transfer amount.

7. On 24 November 2008, NZX Market Supervision ("NZXMS") granted FBI a waiver
(the "Existing Waiver") from Rule 11.1.1 to both:

(a) allow the inclusion of provisions in FBI's Trust Deed restricting the
transfer of FBI Capital Notes which would result in the transferor or
transferee holding Capital Notes of the same election date and interest rate,
of an aggregate principal amount of less than NZ$5,000; and

(b)   allow FBI to restrict the transfer of FBI Capital Notes with an
aggregate principal amount of less than $1,000, unless that holder is a Bank
or Market Participant (as those terms are defined in the Rules) in which case
there shall be no minimum transfer amount.

8. The Existing Waiver extends only to an offer by FBI "of up to NZ$100
million of capital notes with the ability to issue a further NZ$100 million
oversubscriptions of capital notes". It was granted in the context of the
issue by FBI of the FBI050 and FBI060 capital notes in 2008.

9. On 1 March 2011 a further waiver was granted to FBI, which confirmed that
the Existing Waiver applied to the Transferred Capital Notes, the Restated
FBU Trust Deed, and the FBI040 and FBI070 capital notes (and any further
issues of capital notes made pursuant to the terms of the Restated Trust Deed
or the FBI Trust Deed) ("Amended Waiver").

Application

10. FBI has applied for the Amended Waiver to be revoked, so that the waivers
relating to the Transferred Capital Notes, the 2012 Supplemental Deed and the
FBI040 and FBI070 capital notes may be consolidated into one decision.

11. Accordingly, FBI has applied for an extension of the Existing Waiver to
permit the Existing Waiver contained in paragraph 7 above, to apply to the
Transferred Capital Notes, the 2012 Supplemental Deed and to extend to the
FBI040 and FBI070 capital notes issued by FBI in 2002.

12. In support of its application, FBI submits that:

(a)  Rule 11.1.4(b) permits an issuer to decline to accept or register a
transfer of Securities if such registration, together with the registration
of any further transfer or transfers then held by the Issuer and awaiting
registration, would result in the proposed transferee holding Securities of
less than the Minimum Holding. The restriction to be contained in the
Supplemental Trust Deed that a transfer is subject to the condition that both
the transferee and the transferor do not as a result of the transfer hold
less than the principal amount of NZ$5,000 is materially consistent with Rule
11.1.4(b);

(b) the provision restricting noteholders to maintain a principal amount of
at least NZ$5,000 does not restrain any transfer of Transferred Capital
Notes, rather it defines a meaningful value for a transfer;

(c) it would be unduly burdensome on FBI to allow noteholders to hold a
parcel of Transferred Capital Notes for an aggregate principal amount of less
than $NZ5,000, or permit transfers of Transferred Capital Notes  with an
aggregate principal amount of less than NZ$1,000, as allowing investors to
hold such, or to transfer such, smaller parcels would be likely to
significantly increase compliance costs relating to the Transferred Capital
Notes; and

 (d) NZXMS has granted similar waivers in relation to Debt Securities.

Rule 11.1.1

13. Rule 11.1.1 provides:

"Subject to the provisions of any legislation, and to Rules 11.1.4 and
11.1.5, no Issuer shall impose, in its Constitution or otherwise, any
restriction on the right of a holder of a Quoted Security to transfer that
Security, or any restriction upon registration of a properly completed
transfer of Quoted Securities."

Decision

14. On the basis that the information provided to NZXMS is full and accurate
in all material respects, NZXMS confirms that the Existing Waiver contained
in paragraph 7 above, applies to the Transferred Capital Notes, the 2012
Supplemental Deed and the FBI040 and FBI070 capital notes (and any further
issues of capital notes made pursuant to the terms of the FBI Trust Deed).

15. The waiver in paragraph 14 is granted on the condition that FBI will not
impose the restrictions on Transfer contemplated by the Existing Waiver, as
extended under this waiver decision, on holders of the Transferred Capital
Notes, where such holder has a minimum holding that is NZ$2,000 or greater
and seeks to transfer an amount that is a multiple of NZ$500.

Reasons

16. In granting a waiver from Rule 11.1.1, NZXMS has considered the
following:

(a) allowing the extension of the Existing Waiver to the Transferred Capital
Notes, the capital notes issued by FBI as series FBI040 and FBI070, the 2012
Supplemental Deed and any further series of capital notes issued pursuant to
the terms of the FBI Trust Deed, is within the policy of the Existing Waiver
decision and Rule 11.1.1;

(b) the terms and conditions of the Transferred Capital Notes under the FBI
Trust Deed and 2012 Supplemental Deed are identical to those set out in the
Restated FBU Trust Deed. Accordingly, holders of Transferred Capital Notes
are well aware of the minimum holding and transfer restrictions; and

(c) the condition imposed in paragraph 15 will ensure that current
Noteholders are not disadvantaged by the decision to extend the application
of the Existing Waiver to the Transferred Capital Notes.

Confidentiality

17. FBI has requested that NZX keep this waiver confidential until 15 March
2012, being the effective date of the 2012 Supplemental Deed.

18. In accordance with Footnote 1 to Rule 1.11.2, NZXMS grants FBI's request.

ENDS.
End CA:00220738 For:FBI    Type:WAV/RULE   Time:2012-03-15 10:25:01