FIN
20/02/2015 08:41
WAV/RULE
NOT PRICE SENSITIVE
REL: 0841 HRS Finzsoft Solutions Limited
WAV/RULE: FIN: Application for a waiver from NZX Main Board Rule 7.12.2
NZX Regulation Decision
Finzsoft Solutions Limited (FIN)
Application for a waiver from NZX Main Board Listing Rule 7.12.2
19 February 2015
Waiver from NZX Main Board Market Listing Rule 7.12.2
Decision
1. On the conditions set out in paragraph 2 below, and on the basis that the
information provided by FIN is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants FIN a waiver from the requirement
under NZX Main Board Listing Rule ("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.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. the notification of the Record Date for the entitlement to the Dividend is
made before 9a.m. on the date three Business Days before that Record Date;
and
b. that FIN announce the Record Date for the entitlement to the Dividend in
the usual form set out in Appendix 7 to the Rules.
3. The material 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. Rule 7.12.2 to which this decision relates is set out in Appendix Two.
Reasons
5. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:
a. FIN recently received a notice of the intention by Silverlake to make a
full Takeover offer for all equity securities in FIN. The Takeover offer is
intended to include the purchase of all rights, benefits and entitlements
which attach to the shares. However, FIN advises that it is intended that the
Dividend is expressly excluded from the offer as a permitted dividend;
b. Rule 7.12.2 requires a dividend is 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 current and
potential shareholders have sufficient time to trade on and off the share
register as desired;
c. the Dividend is a benefit to investors. While a shorter time frame
between the announcement and Record Date will provide less time for trading
on and off the share register, it will make it more likely that shareholders
receive the Dividend prior to Silverlake purchasing the shares under the
Takeover offer. Payment of the Dividend before change of control of FIN will
also mean that imputation credits can be utilised in relation to the
Dividend;
d. the conditions of the waiver provide that the notification of the Dividend
must be announced so that there is at least one full day's trading prior to
the Ex Date for the Dividend, to allow investors a shortened time to trade on
and off the share register once the Dividend has been announced, should they
wish;
e. there is precedent for this decision, including the Gullivers Travel Group
Limited waiver in June 2006.
Confidentiality
6. FIN has requested that the application for a waiver from Rule 7.12.2 and
NZXR's decision be kept confidential until the Dividend has been announced to
the market.
7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants FIN's request.
Appendix One
1. Finzsoft Solutions Limited ("FIN") is a Listed Issuer with its ordinary
shares quoted on the NZX Main Board.
2. On 28 January FIN received a Takeover Notice pursuant to Rule 41(1) of the
Takeovers Code from Silverlake HGH Limited ("Silverlake"). This notice
provided that Silverlake intends to make a full takeover under the Takeovers
Code to acquire all of the equity securities in FIN (the "Takeover"). The
offer document for the Takeover can be provided by Silverlake to investors
anytime up to 27 February 2015.
3. Silverlake has a lock up agreement in place for shares in FIN held by
Holliday Group Holdings (ICT Investments) Limited ("Holliday"). These shares
represent 65.92% of FIN's issued shares. Under the lock up agreement
Holliday agrees to accept the Takeover offer no later than one business day
after it receives the offer document for the Takeover. Silverlake must the
pay for the shares no later than seven days after the later of:
a. the date Silverlake receives the shareholders' acceptance of the offer;
and
b. the date upon which the Takeover offer becomes unconditional.
4. Based on the terms of the Takeover offer, the offer will become
unconditional on the receipt by Silverlake of acceptances which confer on it
65% or more of the voting rights in FIN. Accordingly, the 65% acceptance
condition to the Takeover offer will be satisfied once Holliday accepts the
Takeover offer.
5. Once payment is made by Silverlake for the Holliday shares a change of
control will occur in those shares and in respect of FIN.
6. FIN wishes to pay a partially imputed dividend of up to $1 million (the
"Dividend") to shareholders. Under the intended terms of the Takeover offer,
the Dividend would be excluded from the Takeover offer as a permitted
dividend. The Dividend would therefore go to those shareholders who are on
the register at the Record Date for the entitlement to the Dividend.
7. FIN wishes to pay the Dividend as soon as possible in order that the
payment is made, where possible, prior to any acceptance of any Takeover
offer, so that:
a. the imputation credits are not lost with the change of control of FIN; and
b. the Dividend is received by current shareholders, rather than the offeror.
Appendix Two
Rule 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.
End CA:00260909 For:FIN Type:WAV/RULE Time:2015-02-20 08:41:36
