Ann: WAV/RULE: GMT: GMB - Application for waivers

• Release Date: 02/12/13 14:37
• Summary: WAV/RULE: GMT: GMB - Application for waivers from NZDX Listing Rules
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					GMT
02/12/2013 12:37
WAV/RULE

REL: 1237 HRS Goodman Property Trust

WAV/RULE: GMT: GMB - Application for waivers from NZDX Listing Rules

NZX Regulation Decision
GMT Bond Issuer Limited
Application for waivers from NZDX Listing Rules 5.2.3 and 11.1.1

2 December 2013

Application One - Waiver from Rule 5.2.3

1. On the basis that the information provided to NZX Regulation ("NZXR") is
full and accurate in all material respects, and subject to the conditions in
paragraph 2 below, NZXR grants GMT Bond Issuer Limited ("GMB") a waiver from
NZDX Listing Rule ("Rule") 5.2.3 for a period of one year from the quotation
date of the Goodman+ Bonds (the "Bonds"), to allow GMB to have fewer than 500
bondholders who are Members of the Public.

2. The waiver in paragraph 1 above is granted on the following conditions:

(a) GMB must clearly and prominently disclose this waiver decision and its
implications in the simplified disclosure prospectus ("SDP") relating to the
offer of the bonds;

(b) GMB must disclose liquidity as a risk in the SDP; and

(c) The waiver, its conditions and its effect must be disclosed in the
half-year and annual reports for the year that the waiver is relied upon.

3. The information on which this decision is based is set out in Appendix One
to this decision. This decision 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.

Application One - Reasons

5. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:

(a) Debt securities are not subject to the same degree of trading activity as
equity securities;

(b) The waiver is granted on a temporary basis, until one year after the
quotation date of the Bonds;

(c) NZXR will have the opportunity to review and approve the SDP in respect
of the offer of the Bonds;

(d) The conditions, contained in paragraph 2 above, will ensure that
prospective bondholders are aware that the bonds may not satisfy the spread
requirements of Rule 5.2.3 and that, as a result, the Bonds may have reduced
liquidity;

(e) The waiver is consistent with the reasons stated by NZXR in previous
waiver decisions in respect of Rule 5.2.3, including:

(i) Infratil Limited (12 April 2013); and

(ii) Auckland International Airport Limited (28 November 2012);

Application Two - Waiver from Rule 11.1.1

6. On the basis that the information provided to NZX Regulation ("NZXR") is
full and accurate in all material respects, and subject to the conditions in
paragraph 7 below, NZXR grants GMB a waiver from NZDX Listing Rule ("Rule")
11.1.1 to permit GMB to refuse a transfer of Bonds if the transfer:

(a) Is not in multiples of $1,000; or

(b) Would result in the transferor holding an aggregate principal amount of
Bonds of less than $5,000 (if not zero).

7. The waiver in paragraph 6 above is granted on the condition that the SDP
clearly and prominently discloses the transfer restrictions and the waiver
and its implications; and

8. The information on which this decision is based is set out in Appendix One
to this decision. This decision will not apply if that information is not or
ceases to be full and accurate in all material respects.

9. The Rules to which this decision relates are set out in Appendix Two to
this decision.

Application Two - Reasons

10. In coming to the decision to provide the waiver set out in paragraph 6
above, NZXR has considered that:

(a) NZXR will have the opportunity to review and approve the SDP relating to
the Bonds. This will ensure that the level of disclosure to prospective
bondholders of the transfer restrictions is sufficient, such that they will
be aware of the terms of the bonds and can therefore make informed investment
decisions;

(b) The restriction will alleviate the cost and administrative burden
incurred in situations where there are many holdings of a smaller size or
there is trading of bond holdings of less than $1,000;

(c) Minimum transfers of $1,000 are a commonly used threshold across all debt
security issues; and

(d) The waiver is consistent with the reasons stated by NZXR in previous
waiver decisions in respect of Rule 11.1.1, including:

(i) Auckland International Airport Limited (28 November 2012); and

(ii) GMT Bond Issuer Limited (6 November 2009);

ENDS.

Appendix One

1. GMB proposes to undertake a $75 million offer of Goodman+ Bonds ("Bonds")
with an option to accept another $25 million of oversubscriptions at GMB's
discretion. The Bonds will be quoted on the NZX Debt Market and will
constitute direct, secured, guaranteed, unsubordinated, fixed rate debt
obligations of GMT.

2. GMB intends to issue the Bonds to a small number of brokers and
institutions and therefore, on allotment there is expected to be less than
500 Bondholders. GMB expects that the brokers and institutions that subscribe
for the Bonds will sell down the Bonds to the market promptly following the
issue.

3. GMB expects that the spread requirements will be satisfied within a
reasonable period of time and in any event within one year of allotment.

4. GMB proposes that the minimum holding by any person of the Bonds will be
$5,000 with increments of $1,000 permitted thereafter.

Appendix Two

Rule 5.2.3 provides:

"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."

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."

Rule 11.1.4 provides:

"An Issuer may decline to accept or register:
...
(b) 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."
End CA:00244606 For:GMT    Type:WAV/RULE   Time:2013-12-02 12:37:34