GFF
15/12/2014 08:53
WAV/RULE
NOT PRICE SENSITIVE
REL: 0853 HRS Goodman Fielder Limited
WAV/RULE: GFF: GFF - Application for waiver from Rule 6.2.6(b)
NZX Regulation Decision
Goodman Fielder Limited ("GFF")
Application for a waiver from NZX Main Board Listing Rule 6.2.6(b)
8 December 2014
Decision
1. On the conditions set out in paragraph 2 below, and on the basis that the
information provided by GFF is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants GFF a waiver from NZX Main Board
Listing Rule ("Rule") 6.2.6(b) to enable the chairman of the Scheme Meeting
to vote any proxies received that do not nominate a proxy, or where a proxy
is nominated but that proxy does not attend or vote, in accordance with any
direction in that proxy or, if no direction is included in that proxy, in
favour of the resolution at the Scheme Meeting.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. GFF releases an announcement setting out the proxy voting rules to
accompany the Scheme Booklet; and
b. GFF includes an explanation of the waiver, and its effect, in the notice
of Scheme Meeting.
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. GFF is a public company incorporated in Australia, and is required to
adhere to the requirements set out in the Corporations Act with regard to the
Scheme and Scheme Meeting. The Corporations Act allows the chairman of the
Scheme Meeting to vote any proxies received that do not nominate a proxy, or
where a proxy is nominated but that proxy does not attend or vote, in
accordance with any direction in that proxy; or if no direction is included
in that proxy, in favour of the resolution at the Scheme Meeting.
b. The proxy voting requirements that will be set out in the Scheme Booklet
will have been approved in Australia by the Australian Securities &
Investments Commission.
c. GFF has submitted, and NZXR has no reason not to accept, that it is
customary in Australia in relation to resolutions that are supported by the
Board for the chairman to vote proxies in the manner described above at 5(a).
d. Only a small percentage of GFF shareholders are resident in New Zealand,
with the majority being resident in Australia. GFF has submitted, and NZXR
has no reason not to accept, that the Australian shareholders are likely to
be aware of the standard market practice in Australia, and the consequences
if the proxy form is returned without a direction or a proxy appointed.
e. As the Scheme is subject to Court approval, if the voting of uncompleted
proxy forms was not conducted in accordance with standard market practice in
Australia, this could influence the Court's final decision in respect of the
Scheme, potentially to the detriment of GFF and its shareholders.
f. The proxy voting rules to be provided to shareholders will detail the
consequences if the shareholder does not nominate a proxy. In addition, an
announcement regarding the proxy voting rules will be released to the market
along with the Scheme Booklet. Accordingly, each shareholder will receive
prominent advice as to how returned proxies will be dealt with by GFF.
g. NZXR will have an opportunity to review and approve the Scheme Booklet,
proxy form, and announcement to the market regarding the proxy voting rules,
to ensure that the consequences of returning an incomplete proxy form are
clearly disclosed to shareholders.
h. There is precedent for this decision.
Confidentiality
6. GFF has requested that NZXR keep this decision confidential until such
time as GFF releases its Scheme Booklet, notice of Scheme Meeting and proxy
form.
7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants GFF's request.
Appendix One
1. Goodman Fielder Limited ("GFF") is a Dual Listed Issuer with ordinary
shares Quoted on the NZX Main Board and the ASX.
2. On 2 July 2014, GFF entered into a Scheme Implementation Deed (the "Deed")
with Wilmar International Limited and First Pacific Company Limited
(together, the "Bidders"). Under the Deed, subject to the satisfaction of a
number of conditions, it is proposed that the Bidders will acquire all of the
remaining ordinary shares in GFF that the Bidders (or a company owned by
their respective subsidiaries) do not already own pursuant to a scheme of
arrangement under the Australian Corporations Act 2001 (Cth) (the "Scheme").
3. The Bidders (and their respective subsidiaries) currently hold 19.9% of
the ordinary shares in GFF.
4. As at 31 October 2014, 1.43% of GFF's ordinary shares were held by
shareholders registered in New Zealand. Over 88% of GFF's ordinary shares
were held by shareholders registered in Australia.
5. If the Scheme is implemented, GFF's shareholders will receive A$0.675 per
share in cash consideration from the Bidders.
6. The implementation of the Scheme is subject to a number of conditions
precedent, including the following:
a. The approval by GFF's shareholders at a special meeting to be held on or
around 26 February 2015 (the "Scheme Meeting"). At the meeting, the special
resolution in respect of the Scheme will need to be approved by 50% of GFF's
shareholders present and voting (either in person or by proxy), and 75% of
votes cast on the resolution;
b. All necessary approvals being obtained, including approval from the
Foreign Investment Review Board in Australia, the Overseas Investment Office
in New Zealand, and the Ministry of Commerce in China ("MOFCOM") in China;
and
c. The approval of the Federal Court of Australia (the "Court") in accordance
with section 411(4)(b) of the Corporations Act 2001 (Cth) (the "Corporations
Act").
7. For the purposes of the Scheme Meeting, GFF intends to include wording in
the proxy form for the notice of Scheme Meeting to enable the chairman of the
Scheme Meeting to vote any proxies received that do not nominate a proxy or
where the nominated proxy does not attend, or vote at, the Scheme Meeting:
a. In accordance with any direction in that proxy; or
b. If no direction is included in that proxy, in favour of the resolution.
8. Rule 6.2.6(b) provides that proxy forms shall not be sent to shareholders
with any name or office, such as the chairperson of directors, filled in as
proxy holder.
9. While the proxy forms will not be sent with any name or office filled in
as proxy holder, the effect of the proxy voting rules outlined in paragraph 7
is that a shareholder's vote may be cast in favour of the resolution where
the shareholder has not actively appointed a proxy, or directed them as to
how to vote.
Appendix Two
Rule 6.2.6
A proxy form shall be sent with each notice of meeting of Quoted Security
holders and shall:
(a) as a minimum, (so far as the subject matter and form of the resolutions
reasonably permits) provide for two-way voting (for or against) on all
resolutions, enabling the Quoted Security holder to instruct the proxy as to
the casting of the vote; and
(b) not be sent with any name or office (e.g., chairperson of directors)
filled in as proxy holder.
So far as is reasonably practicable, resolutions shall be framed in a manner
which facilitates two-way voting instructions for proxy holders.
End CA:00258893 For:GFF Type:WAV/RULE Time:2014-12-15 08:54:00
