GMT
08/06/2015 11:42
WAV/RULE
NOT PRICE SENSITIVE
REL: 1142 HRS Goodman Property Trust
WAV/RULE: GMT: GMB Waiver from NZX Debt Market Listing Rule 5.2.3
NZX Regulation Decision
GMT Bond Issuer Limited (GMB)
Application for a waiver from NZX Debt Market Listing Rule 5.2.3
8 June 2015
Waiver from NZX Debt Market Listing Rule 5.2.3
Decision
1. Subject to the conditions in paragraph 2 below, and on the basis that the
information provided by GMT Bond Issuer Limited ("GMB") is complete and
accurate in all material respects, NZX Regulation ("NZXR") grants GMB a
waiver from NZX Debt Market Listing Rule ("Rule") 5.2.3 in respect of the
GMB030s for a period of twelve months from their Quotation date, to the
extent that this Rule requires the GMB030s to be held by at least 500 Members
of the Public holding at least a Minimum Holding.
2. The waiver in paragraph 1 above is provided on the following conditions:
a. GMB clearly and prominently discloses this waiver, its conditions and the
implications in the Terms Sheet for the GMB030s, and any offer document
relating to an offer of GMB030s made during the period of this waiver;
b. GMB clearly and prominently discloses this waiver, its conditions and the
implications in its half-year report and its annual report for the year that
the waiver is relied on;
c. liquidity is disclosed as a risk in the Terms Sheet for the GMB030s; and
d. GMB notifies NZXR as soon as practicable if there is a material reduction
to the total number of Members of the Public holding at least a Minimum
Holding of GMB030s, and/or the percentage of GMB030s held by Members of the
Public holding at least a Minimum Holding.
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 Rule to which this decision relates is set out in Appendix Two.
Reasons
5. In coming to the decision to grant the waiver set out in paragraph 1
above, NZXR has considered that:
a. Debt Securities are not typically subject to the same degree of trading
activity as Equity Securities;
b. GMB has indicated that the spread of the GMB030s will increase to meet the
spread requirements of Rule 5.2.3 over time;
c. the conditions, contained in paragraph 2(a), (b) and (c) above, require
GMB to give access to information about this waiver and its implications to
prospective investors those wishing to trade in the GMB030s, and those
wishing to trade in the GMB030s, for the period of this waiver;
d. the condition contained in paragraph 2(d) requires GMB to provide
information that will allow NZXR to monitor any material reduction in the
spread of the GMB030s over the period of this waiver; and
e. the waiver is granted for a period of 12 months. This gives NZXR the
opportunity to reconsider the spread of the GMB030s in 12 months' time if GMB
considers a waiver is still required; and
f. there is precedent for this decision.
Confidentiality
6. GMB has requested that the application for a waiver from Rule 5.2.3, and
NZXR's decision, be kept confidential until the Terms Sheet, and the form of
notice to be provided by GMB under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulation 2014, has been released.
7. In accordance with Footnote 1 to Rule 1.11.2 NZXR grants GMB's request.
Appendix One
1. GMT Bond Issuer Limited ("GMB") is a Listed Issuer with bonds quoted on
the NZX Debt Market.
2. GMB intends to make a new offer of fixed rate bonds (the "GMB030s") to be
quoted on the NZX Debt Market.
3. GMB will publish a terms sheet on or prior to the date that the offer
opens, setting out the main terms of the GMB030s ("Terms Sheet").
4. GMB considers that it is unlikely that the Bonds will meet the spread
requirements of Rule 5.2.3 when the GMB030s are initially quoted on the NZX
Debt Market. However, GMB anticipates that the spread requirements of Rule
5.2.3 will likely be satisfied within a reasonable period of time.
Appendix Two
Rule 5.2 Quotation of Securities
5.2.3 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.
3. The Rule to which this decision relates is set out in Appendix Two.
Reasons
4. In coming to the decision to grant the waiver set out in paragraph 1
above, NZXR has considered that:
a. Debt Securities are not typically subject to the same degree of trading
activity as Equity Securities;
b. GMB has indicated that the spread of the GMB030s will increase to meet the
spread requirements of Rule 5.2.3 over time;
c. the conditions, contained in paragraph 2(a), (b) and (c) above, require
GMB to give access to information about this waiver and its implications to
prospective investors those wishing to trade in the GMB030s, and those
wishing to trade in the GMB030s, for the period of this waiver;
d. the condition contained in paragraph 2(d) requires GMB to provide
information that will allow NZXR to monitor any material reduction in the
spread of the GMB030s over the period of this waiver; and
e. the waiver is granted for a period of 12 months. This gives NZXR the
opportunity to reconsider the spread of the GMB030s in 12 months' time if GMB
considers a waiver is still required; and
f. there is precedent for this decision.
Confidentiality
5. GMB has requested that the application for a waiver from Rule 5.2.3, and
NZXR's decision, be kept confidential until the Terms Sheet, and the form of
notice to be provided by GMB under clause 20(1)(a) of schedule 8 of the
Financial Markets Conduct Regulation 2014, has been released.
6. In accordance with Footnote 1 to Rule 1.11.2 NZXR grants GMB's request.
Appendix One
1. GMT Bond Issuer Limited ("GMB") is a Listed Issuer with bonds quoted on
the NZX Debt Market.
2. GMB intends to make a new offer of fixed rate bonds (the "GMB030s") to be
quoted on the NZX Debt Market.
3. GMB will publish a terms sheet on or prior to the date that the offer
opens, setting out the main terms of the GMB030s ("Terms Sheet").
4. GMB considers that it is unlikely that the Bonds will meet the spread
requirements of Rule 5.2.3 when the GMB030s are initially quoted on the NZX
Debt Market. However, GMB anticipates that the spread requirements of Rule
5.2.3 will likely be satisfied within a reasonable period of time.
Appendix Two
Rule 5.2 Quotation of Securities
5.2.3 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.
End CA:00265361 For:GMT Type:WAV/RULE Time:2015-06-08 11:42:31
