Ann: WAV/RULE: GMT: GMT - Application for Waivers

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• Summary: WAV/RULE: GMT: GMT - Application for Waivers
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GMT
13/11/2012 09:11
WAV/RULE

REL: 0911 HRS Goodman Property Trust

WAV/RULE: GMT: GMT - Application for Waivers

12 November 2012
NZX Regulation Decision
Goodman Property Trust
 Application for Waivers and Rulings from NZSX Listing Rules

Background

1. Goodman (NZ) Limited ("GNZ") is the manager of Goodman Property Trust
("GMT"), a listed Issuer with units ("Units") quoted on the NZX Main Board.

2. GNZ is a wholly owned subsidiary of Goodman Group, which also holds
approximately 17.2% of the issued Units in GMT.

3. GMT holds interests in two joint ventures as follows:

a) GMT, through a wholly owned subsidiary, holds 50% of the shares in
Highbrook Development Limited ("HDL"), which owns properties at the Highbrook
Business Park. The other shareholders in HDL are Goodman Group (with a 25%
shareholding) and (through nominee or subsidiary companies) the trustees of
the estate of Sir Woolf Fisher ("Fisher Estate") as to the remaining 25%
shareholding.

b) GMT (again through wholly-owned subsidiaries) holds 75% of the shares in
Highbrook Business Park Limited ("HBPL"). The other 25% shareholding is held
by the Fisher Estate through a nominee or subsidiary company. HBPL holds
legal title to the properties at the Highbrook Business Park, but acts as
trustee for both GMT and the Fisher Estate as concerns those properties, with
GMT holding a 75% beneficial interest, and the Fisher Estate a 25% beneficial
interest, in those properties.

The Acquisitions

4. GMT intends to proceed with the following acquisitions:

a) GMT will acquire from Goodman Group the 25% shareholding in HDL held by
the Goodman Group (the "Goodman Acquisition"). Key terms of the Goodman
Acquisition are:

i) The purchase price will be satisfied by the issue of fully paid units in
GMT, each with an issue price of $1 (subject to certain adjustments);

ii) One half of such units will be issued on completion of the acquisition.
The other half of those units ("Deferred Units") will (except in the
circumstances discussed below) be issued to Goodman Group, on the third
anniversary of settlement of the acquisition;

iii) The Deferred Units will, if Goodman Group so elects, be issued at an
earlier date if a Goodman Group entity is no longer manager of GMT, if steps
are taken which may lead to a Goodman Group entity no longer being manager of
GMT, or if a person gives notice of an offer for at least 50% of the units in
GMT. The rationale for this term is that if an offer is made for GMT, the
Deferred Units should be issued to Goodman Group, so as to allow Goodman
Group the right to participate in the offer with respect to those units, and
to give certainty to the offeror as to the number of GMT Units on issue;

iv) GNZ will have the right, if it determines that the issue of any Deferred
Units to the Goodman Group may adversely affect Unit holders, to make a cash
payment instead of issuing Deferred Unit. The amount of that payment per Unit
will be equal to the greater of $1 (subject to adjustment as described below)
or the average of the daily volume weighted average trading price of Units
over the five trading days prior to the payment date.

v) If, prior to the issue of Units to Goodman Group, GMT makes any bonus or
rights issue, or any other offer of Units to Unit holders, undertakes any
Unit consolidation, subdivision, buyback, repurchase or redemption, reduction
or return of capital or capital distribution, or any amalgamation,
arrangement, compromise or other reconstruction of (or adjustment to) Units,
then for a rights issue the issue price may be altered in accordance with a
formula as set out on page 45 in the notice of meeting relating to the
Acquisitions ("Notice of Meeting"), and otherwise GNZ or Goodman Group may
require that an expert determine whether an amendment is required to the
issue price of $1, and/or the cash amount of $1 per Unit referred to above,
to ensure that Goodman Group and GMT are left in the same overall economic
position; and

vi) Goodman Group has undertaken to agree to restrictions being placed on the
transfer of the Units it holds (both existing and Units to be issued as
consideration). NZXR understands these restrictions will be put in place for
3 years and are for bona fide commercial reasons.

b) The acquisition ("Fisher Acquisition") from the Fisher Estate of the 25%
shareholding in HDL, the 25% shareholding in HBPL and the 25% beneficial
interest in the properties of HBPL, held by the Fisher Estate. The purchase
price would be satisfied as to 50% in cash, with the balance being satisfied
by the issue of GMT Units to be issued on completion of the transaction. A
key term of the Fisher Acquisition is that during the period of twelve months
in which warranty claims may be made, the Fisher Estate undertakes to hold
all of the Units and other consideration issued or paid to it. If, at the end
of the period, a claim has been made, Units may be released from that
restraint (depending on the size of the claim), but the restriction may
continue to be applicable to others until the claim is resolved.

5. The Goodman Acquisition and the Fisher Acquisition (together
"Acquisitions") will be interdependent, neither will proceed unless both of
them proceed, and each will complete contemporaneously with the other.

Service Agreements

6. HDL is a party to a development and project management agreement, and a
property services agreement with Goodman Property Services (NZ) Limited
("GPS") ("HDL Services Agreements"). Similarly, HBPL is a party to a
development management agreement, and a property service agreement with GPS
("HBPL Service Agreements"). On settlement of the Acquisitions, it is
proposed that the HDL Services Agreements and the HBPL Service Agreements
(together "Service Agreements") are terminated with new Service Agreements
entered into.

7. Although the Service Agreements by themselves would not constitute a
Material Transaction, as they are conditional upon the Acquisitions
proceeding they would be considered a "related series of transactions" with
the Acquisitions.

Capital Raisings

8. GMT is also proposing to undertake certain capital raisings ("Capital
Raisings"). It is proposed that the Capital Raisings will be as follows:

a) An offer ("Institutional Placement") of Units to selected investors (both
existing Unit holders and others) in New Zealand, Australia and other
selected jurisdictions; and

b) An offer pursuant to a unit purchase plan ("UPP") to only Unit holders
having a registered address in New Zealand. The issue price of Units issued
under the UPP would be the lower of:

i) The issue price of Units issued under the Institutional Placement, less
certain amounts; and

ii) The average end of day market price of Units during a period determined
by GNZ which is within 30 days before the issue of units under the UPP.

9. The Institutional Placement will be fully underwritten by Macquarie
(Capital) New Zealand Limited or a related entity ("Macquarie") and Craigs
Investment Partners Limited. The UPP will not be underwritten. The Capital
Raisings will proceed irrespective of whether or not the Acquisitions proceed
(with the funds raised used to reduce indebtedness of GMT and fund
transaction costs if the Acquisitions do not proceed). However, the Goodman
Acquisition and the Fisher Acquisition are conditional upon all Units offered
by GNZ pursuant to the Institutional Placement being subscribed for and the
subscription moneys for those Units being received.

10. Goodman Group and a related entity of Macquarie each hold a 50% ownership
interest of the manager of a listed Japanese property fund. Accordingly, as
representatives of Goodman Group are appointed as Directors of GNZ, it may be
that Macquarie is an 'Associated Person' of such directors, such that, in
issuing units to Macquarie as underwriter, GNZ would not comply with the
requirements of Rule 7.3.5(b).

11. The Institutional Placement will be undertaken pursuant to Rule 7.3.5. It
is expected that Goodman Group will participate in the Institutional
Placement but only with a view to maintaining its proportionate interest in
GMT.

Notice of Meeting

12. A meeting of Unit holders of GMT ("Meeting") will be called by GNZ to
approve various aspects of the transactions described above. NZXR will have
the opportunity to review and approve the Notice of Meeting.

13. GMT is seeking certain waivers, approvals and rulings from NZX Regulation
("NZXR") with respect to the matters described above.

Application 1 - Waiver from Rule 7.3.2(b)

14. GMT has applied to NZXR for a waiver from NZSX Listing Rule ("Rule")
7.3.2(b) so that GMT may issue the Deferred Units to Goodman Group on the
date that is 3 years from the date of settlement of the Goodman Acquisition.

15. In support of its application GMT makes the following submissions:

a) The rationale for the issue of the Deferred Units to Goodman Group is to
allow GMT to maintain its earnings profile following completion of the
Acquisitions, as GMT is acquiring assets which include non-income producing
development land, and to provide GMT with sufficient opportunities to convert
that development land into income producing stabilized assets over the
period. GNZ considers it is in the best interests of Unit holders for the
issue of the Deferred Units to Goodman Group to be deferred in the manner
proposed;

b) Approval for the issue of the Deferred Units will be sought by an
extraordinary resolution of Unit holders at the Meeting;

c) Full disclosure of the terms of the issue of Deferred Units will be made
to Unit holders in the Notice of Meeting; and

d) An independent appraisal report will accompany the Notice of Meeting and
will assess the fairness of the terms of the issue of the Deferred Units.

Application 1 - Rule

16. Rule 7.3.2(b) provides that:

"An issue authorized by resolutions passed pursuant to Rule 7.3.1(a) shall be
completed...
...
(b) in all other circumstances, within twelve months after the passing of
those resolutions."

Application 1 - Decision

17. On the basis that the information provided to NZXR is full and accurate
in all material respects, and subject to the conditions contained in
paragraph 18, below, NZXR grants GMT a waiver from Rule 7.3.2(b) to allow GMT
to issue Deferred Units to Goodman Group on the date which is on a date which
is no later than the third anniversary of the date of settlement of the
Goodman Acquisition (or up to five business days thereafter), in accordance
with the terms of the Goodman Acquisition.

18. The waiver in paragraph 17 is granted on the conditions that:

a) The precise terms and conditions of the issue of the Deferred Units
including the particular period within which they are to be issued are
clearly and prominently disclosed in the Notice of Meeting;

b) The Notice of Meeting clearly states that this waiver has been granted and
the effect of this waiver;

c) This waiver and the terms of the deferred issue are disclosed in each
interim and annual report of GMT until such time as the issue of Deferred
Units takes place, or it is determined that the issue will not proceed; and

d) The issue of the Deferred Units takes place no later than five business
days after the third anniversary of the date of settlement of the Goodman
Acquisition.

Application 1 - Reasons

19. In coming to the decision to grant GMT a waiver from Rule 7.3.2(b), NZXR
considered the following factors:

a) Rule 7.3.2(b) prevents Issuers from obtaining approval to issue Equity
Securities too far in advance of the issue of those Securities. The policy
considerations behind this restriction include:

i) ensuring that the holders of Quoted Equity Securities who are affected by
the issue of new Equity Securities are the same Security holders who voted on
the resolution to authorise the issue; and

ii) seeking to ensure that the issue of Equity Securities occurs within such
a timeframe as to, as far as possible, increase the likelihood that the
circumstances of the Issuer have not materially changed from those which
existed at the time approval was considered and obtained;

b) NZXR accepts GMT's submission that the Deferred Issue is in the best
interests of unit holders and considers that the policy behind Rule 7.3.2(b)
is not offended in these circumstances;

c) NZXR will have the opportunity to review and approve GMT's Notice of
Meeting to ensure that the period within which the Deferred Units may be
issued is clearly and prominently stated. Therefore, Unit holders will have
the opportunity to consider whether to approve the issue of Deferred Units on
those terms; and

d) The waiver and GMT's reliance on the waiver will be apparent to future GMT
Unit holders as it will be disclosed in GMT's interim and annual reports for
the period GMT relies on it.

Application 2 - Waiver from Rule 4.2.3

20. GMT wishes to include the condition contained in paragraph 4(a)(iii)
above in the Goodman Acquisition contract. GMT has applied to NZXR for a
waiver from Rule 4.2.3 to the extent that it prohibits an agreement from
being entered into with a person who is a 'Related Party' where that
agreement seeks to impose an obligation on an Issuer that crystallises by
reason of a Transfer of Quoted Equity Securities of an Issuer.

21. In support of its application GMT submits that:

a) If an offer is made for GMT, the Deferred Units should be issued to
Goodman Group, so as to allow Goodman Group the right to participate in the
offer with respect to those units, and also to give certainty to the offeror
as to the number of GMT units on issue;

b) Given that GNZ is a wholly owned subsidiary of Goodman Group, the
significant investment of Goodman Group in GMT is associated with, and
dependent on, the ongoing role of a Goodman Group entity as manager of GMT.
If GNZ is removed as manager of GMT, and a new Manager is appointed, it may
also be considered adverse by the new manager if Goodman Group were to remain
as a significant security holder in GMT;

c) The commercial rationale of the arrangements is clear, and the directors
of GNZ can properly act in good faith, and in the best interests of GMT, to
implement these arrangements, without there being any intention of
restricting or preventing transfers of Units;

d) The arrangements will be pursuant to the agreements entered into with
respect to the Goodman Acquisition. The terms of those agreements will be
negotiated on an arms' length basis, with each of GNZ and Goodman Group
taking independent advice. In addition, the terms of these arrangements will
be included in the information that is reviewed for the purposes of the
appraisal report prepared for the Meeting. Accordingly, the fact that Goodman
Group is a 'Related Party', and is a party to these arrangements, is not
inconsistent with the policy behind the exception in Rule 4.2.3;

e) The market will be informed of these new arrangements by way of the
disclosures made in the Notice of Meeting; and

f) The waiver sought is consistent with the waiver granted to GNZ in
paragraph 105 of the decision of NZX dated 4 March 2005.

Application 2 - Rule

22. Rule 4.2.2(g) provides:

"An outcome or condition is prohibited for the purposes of Rule 4.2.1 if:
...
(g) any material liability or obligation of the Issuer crystallizes or arises
or can be made due and payable before its normal maturity date by a third
party by reason of a Transfer of a Quoted Equity Security of the Issuer."

23. Rule 4.2.3 provides:

"Notwithstanding Rule 4.2.1 an Issuer may enter into agreement which may have
one or more of the effects specified in Rule 4.2.2(f) or (g) if that
agreement is entered into with a person who is not a Related Party (as
defined in Rule 9.2.3) of the Issuer and if, in approving the entry into of
that agreement, the Directors of the Issuer act in good faith in the best
interests of the Issuer, and not with the intention of restricting or
preventing Transfers of Securities of the Issuer."

Application 2 - Decision

24. On the basis that the information provided to NZXR is full and accurate
in all material respects, and subject to the conditions contained in
paragraph 25, below, NZXR grants GMT a waiver from Rule 4.2.3 to allow GMT to
enter an agreement with a Related Party (Goodman Group) which has the effect
of allowing the obligation to issue the Deferred Units to arise at an earlier
date as a result of a transfer of GMT units.

25. The waiver in paragraph 24 is granted on the condition that:

a) This waiver and the terms upon which the issue to Goodman Group can be
brought forward is disclosed in the Notice of Meeting; and

b) This waiver and the terms upon which the issue to Goodman Group can be
brought forward is disclosed in each interim and annual report of GMT until
such time as the issue of Deferred Units takes place, or it is determined
that it will not proceed.

Application 2 - Reasons

26. In coming to the decision to grant GMT a waiver from Rule 4.2.3, NZXR
considered the following factors:

a) NZXR accepts the submissions made by GMT as contained in paragraph 21;

b) The conditions in paragraph 25 will ensure that appropriate disclosure is
made to Unit holders in respect of the circumstances in which the issue of
the Deferred Units may be accelerated;

c) NZXR will have the opportunity to review and approve the Notice of
Meeting; and

d) The circumstances in which the issuance of the Deferred Units may be
accelerated will occur if a third party makes an offer for more than the 50%
of the Units of GMT, rather than due to the actions of Goodman Group who is
the the Related Party. Goodman Group is not able to use its position as a
Related Party to influence the early issuance of the Deferred Units.

Application 3 - Waiver from Rules 11.1.1 and 4.2.2(a)

27. Rule 11.1.1 restricts an Issuer from imposing in its Constitution or
otherwise, subject to the provisions of any legislation, and to Rules 11.1.4
and 11.1.5, 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.

28. Rule 4.2.2(a) restricts an Issuer from including in its Constitution any
provision or doing or omitting to do anything which has the effect of
preventing or restricting or making subject to a precondition, registration
or transfer of a Quoted Equity Security, other than as permitted by Rule 11.

29. GMT has applied to NZXR for a waiver from Rules 11.1.1 and 4.2.2(a) to
the extent that:

a) the terms of the agreement between GMT and the Fisher Estate restrict the
Fisher Estate from transferring the Units issued to them as consideration for
the Fisher Acquisition for  a period of 1 year (and potentially longer if
warranty claims are made); and

b) the terms of the agreement between GMT and Goodman Group restrict Goodman
Groups ability to transfer existing Units held and those received under the
Goodman Acquisition for 3 years, (together the "Transfer Restrictions").

30. GMT makes the following submissions in support of its application:

a) The Transfer Restrictions are for the benefit of Unit holders in GMT, and
represent careful arms' length negotiations between GNZ and Fisher Estate and
GNZ and Goodman Group respectively;

b) The Transfer Restrictions are not driven by any desire to restrict, of
itself, the transfer of GMT units. They are important restrictions that
protect the interests of GMT in making the Acquisitions;

c) GMT is not concerned that the Transfer Restrictions will impact GMT's
liquidity; and

d) The restrictions on Goodman Group may be waived by GMT (with GMT unable to
unreasonably withhold consent if a waiver is requested).

Application 3 - Rules

31. Rule 4.2.2(a) provides:

"An outcome or condition is prohibited for the purposes of Rule 4.2.1 if:
...
registration of any transfer of a Quoted Equity Security is prevented or
restricted, or made subject to a precondition, other than as permitted by
section 11..."

32. 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."

Application 3 - Decision

33. On the basis that the information provided to NZXR is full and accurate
in all material respects, NZXR declines to grant the waiver sought. NZXR
grants GMT a ruling that Rules 11.1.1 and 4.2.2(a) do not apply to the
Transfer Restrictions agreed to between the parties to the Goodman
Acquisition and Fisher Acquisition as described at paragraphs 4(a)(vi) and
4(b).

Application 3 - Reasons

34. In coming to the decision to grant GMT a ruling NZXR considered the
following factors:

a) NZXR is of the view that the purpose of Rule 11.1.1 is to prevent
restrictions which are contained in the terms of a security and which are
unilaterally imposed on holders of those securities;

b) In this instance, the Transfer Restrictions exist because of the
conditions contained in the commercial arrangements between the parties to
the Acquisition and have been negotiated and agreed to by those parties,
therefore Rule 11.1.1 does not prevent the imposition of the Transfer
Restrictions; and

c) In respect of Rule 4.2.2(a), NZXR considers the Rule does not apply
because the Transfer Restrictions are permitted by Rule 11.1.1.

Application 4 - Waiver from Rule 9.2.1

35. GMT has applied to NZXR for a waiver from Rule 9.2.1 to the extent that
it would require Unit holder approval to be obtained for the entering into of
new Services Agreements because those Services Agreements form a part of a
related series of transactions with the Acquisitions.

36. GMT makes the following submissions in respect of its application:

a) The relevant restriction in Rule 9.2.2(e) now applies where a threshold of
1% of the Issuers Average Market Capitalisation ("AMC") is exceeded;

b) It is not considered that the aggregate costs to GMT under the Services
Agreements will exceed the threshold now set by Rule 9.2.2(e);

c) The relevant Material Transaction under Rule 9.2.1 (being the
Acquisitions) will be approved by GMT Unit holders; and

d) Precedent for the application exists in the NZXR decision provided in
respect of GMT dated 7 November 2007.

Application 4 - Rules

37. Rule 9.2.1 provides:

"An Issuer shall not enter into a Material Transaction if a Related Party is,
or is likely to become:

a) A direct of indirect party to the Material Transaction, or at least one of
a related series of transactions of which the Material Transaction forms
part; or

b) In the case of a guarantee or other transaction of the nature referred to
in paragraph (d) of the definition of Material Transaction, a direct or
indirect beneficiary of such guarantee or other transaction,

Unless that Material Transaction is approved by an Ordinary Resolution of the
Issuer."

Application 4 - Decision

38. On the basis that the information provided to NZXR is full and accurate
in all material respects, and subject to the conditions contained in
paragraph 39, below, NZXR grants GMT a waiver from Rule 9.2.1 to the extent
it would be required to seek Unit holder approval for the termination or
entry into the Services Agreements.

39. The waiver in paragraph 38 is granted on the condition that:

a) Any new Service Agreements are entered into on the same terms as the
existing Service Agreements (subject to a revised commencement date, and
consequential amendments);

b) the Notice of Meeting in respect of the approval of the Acquisitions
pursuant to Rule 9.2.1 clearly discloses that if Unit holders authorise GMT
to enter into the Acquisitions, they are approving HDL and HBPL as parties to
the Services Agreements on settlement of the Acquisition;

c) the Notice of Meeting in respect of the approval of the Acquisitions
clearly discloses that the aggregate fees under the Service Agreements which
HDL and HBPL will respectively enter into will not, in each case, in any
financial year, exceed a fee for services of an amount equal to 1% of the AMC
of GMT at announcement of the Acquisitions;

d) The total fees accrued over the relevant time period for the services
under the Services Agreements are separately and identifiably disclosed in
the financial statements in the interim and annual reports of GMT while the
Service Agreements are in force; and

e) The Independent Directors of GNZ provide NZXR with a certification that
they consider the terms of the Services Agreements have been set on arms
length commercial terms and that they consider entering into the Services
Agreements to be in the best interests of Unit holders that are not
associated with Goodman Group.

Application 4 - Reasons

40. In coming to the decision to grant GMT a waiver from Rule 9.2.1, NZXR
considered the following factors:

a) As a condition of this waiver, GMT Unit holders will be aware that their
decision to approve the Acquisitions will require the current Service
Agreements to be terminated. Unit holders will accordingly be able to take
this into account when making a decision about approving the Acquisitions and
can raise the matter at the GMT meeting if they wish;

b) NZXR takes comfort from the fact that the fees under the Service
Agreements are not by themselves a Material Transaction (as per Rule
9.2.2.(e)) and that Rule 9.2.1 is only triggered as the Service Agreements
are considered a related series of transactions with the Acquisitions for
which Unit holder approval will be sought;

c) The condition contained in paragraph 39(d) will ensure that the Unit
holders have ongoing visibility of the fees paid under the Services
Agreements; and

d) There is precedent for this decision, including a waiver granted to GMT on
7 November 2007.

Application 5 - Waiver from Rules 9.2.1 and 7.3.5(b)(iii)

41. GMT has applied to NZXR for a waiver from the condition contained in Rule
7.3.5(b)(iii) that only allows an Associated Person to participate in a
placement under Rule 7.3.5, where the participation is determined according
to criteria applying to all persons participating in the offer, so as to
permit the issue of any Units to Macquarie as Underwriter of the
Institutional Placement to proceed in accordance with Rule 7.3.5.

42. GMT has applied to NZXR for a waiver from Rule 9.2.1 to the extent that
it requires Unit holder approval of the Institutional Placement, and the
underwriting of the Institutional Placement, as a consequence of those
transactions being treated as a 'Related Series of Transactions' with the
Acquisitions.

43. GMT makes the following submissions in respect of those applications:

a) The nature of any underwriting of an offer of securities is such that the
participation of the underwriter, if any, in that offer will not be
determined according to criteria applying to all other participants in that
offer;

b) Rule 7.3.5 should facilitate both placements of securities, and the
underwriting of those placements. The purpose of Rule 7.3.5(b)(iii) is not
inconsistent with underwriting being permitted;

c) The expected size of the Institutional Placement is less than the
threshold referred to in Rule 9.2.2(b), such that the Institutional Placement
is not subject to Rule 9.2.1 and will proceed in accordance with Rule
7.3.5(b);

d) Rule 9.2.2 defines 'Material Transaction' by reference to minimum
thresholds such as to the size of the transaction, the size of fees to be
paid, liabilities to be incurred and similar matters. These thresholds define
whether or not a transaction is "Material" for the purposes of Rule 9.2.2.
The Institutional Placement and the underwriting of the Institutional
Placement of themselves are not material in terms of those thresholds. The
fact that the Acquisitions are material should not cause the Institutional
Placement, or the Underwriting to be regarded as a Material Transaction for
which Unit holder approval is required simply because the Acquisitions are
conditional upon the success of the Capital Raisings; and

e) Rule 9.2.1 is aimed at regulating those transactions in which a person may
gain favourable consideration (or there may be a perception that a person may
gain favourable consideration) because of the person's relationship with the
relevant Issuer. These circumstances do not apply to the Institutional
Placement, or the Underwriting of the Institutional Placement because:

i) The Institutional Placement will be offered to a wide range of investors
on identical terms. Goodman Group, if they acquire units under the
Institutional Placement, will do so on the same terms as other investors;

ii) No Directors of GNZ associated with Goodman Group will participate in any
decisions to determine the issue price of the Units to be issued under the
Institutional Placement;

iii) Directors of GNZ associated with Goodman Group will not participate in
any allocation decisions as concerns the Institutional Placement;

iv) GNZ will negotiate the underwriting agreement with Macquarie on the same
basis as it would with any other underwriter, and this appointment will be on
arms' length terms;

v) Macquarie will enter into any underwriting agreement in the course of its
ordinary business as a financial advisory firm. It is not proposing to assist
Goodman Group in any way with the control or management of GMT; and

vi) Precedent for the application exists in the NZXR decision provided in
respect of GMT dated 7 November 2006.

Application 5 - Rules

44. Rule 9.2.1 is set out above at paragraph 37 in relation to application 4.

45. Rule 7.3.5(b)(iii) provides:

"An Issuer may issue Equity Securities if:
...
(b) Directors of the Issuer, Associated Persons of a Director or Employees
(as defined in Rule 7.3.6) of the Issuer may participate in an offer made
under this Rule if:
...
(iii)The level of participation of any Director, Associated Person of a
Director or Employee is determined according to criteria applying to all
persons participating in the offer."

46. Rule 1.8.2 provides:

"A person (the first person) is associated with another person (the second
person) if, in making a decision or exercising a power affecting an Issuer,
the first person could be influenced as a consequence of an Arrangement or
relationship existing between or involving, the first person and the second
person."

47. Rule 1.8.2(c) provides:

"Without limiting Rule 1.8.2, the first person is associated with the second
person if:
...
(a) the first person is a Director of a company, or holds a Relevant Interest
in securities carrying more than 10% of the Votes of a company and the first
person and the second person are parties to an Arrangement relating to the
control of, or the control or ownership of securities in, that company, which
Arrangement affects the Securities of that company carrying more than 30% of
the total Votes attaching to Securities of that company."

Application 5 - Decision

48. On the basis that the information provided to NZXR is full and accurate
in all material respects, and subject to the conditions contained in
paragraph 50, below, NZXR grants GMT a waiver from Rule 7.3.5(b)(iii) to the
extent necessary to permit the issue of any Units to Macquarie as Underwriter
to proceed in accordance with Rule 7.3.5.

49. On the basis that the information provided to NZXR is full and accurate
in all material respects, and subject to the conditions contained in
paragraph 50, below, NZXR grants GMT a waiver from Rule 9.2.1 so that GMT is
not required to seek Unit holder approval for the Institutional Placement or
Underwriting.

50. The waiver in paragraphs 48 and 49 is granted on the conditions that:

a) The extent of Macquarie's participation as underwriter in the
Institutional Placement is clearly disclosed in the Notice of Meeting;

b) Macquarie undertakes to GNZ to sell down all Units acquired under the
underwriting agreement to non-associated persons of Macquarie, GNZ or Goodman
Group within six months of allotment;

c) The Directors of GNZ not associated with Goodman Group or Macquarie
provide NZXR with a certification that they consider the terms of the
Underwriting Agreement have been set on an arms length basis and are fair and
reasonable to Unit holders not associated with Goodman Group or Macquarie;

d) Macquarie does not exercise the votes of any GMT Units issued to it
pursuant to the underwriting agreement during the period in which it holds
those Units; and

e) A solicitor's opinion is provided to NZXR confirming that in the opinion
of the solicitor the terms of the underwriting agreement, and any associated
mandate letter, excluding in respect of the fees payable, are consistent with
the terms of an arm's length transaction of this type.

Application 5 - Reasons

51. In coming to the decision to grant GMT a waiver from Rules 7.3.5(b)(iii)
and 9.2.1, NZXR considered the following:

a) NZXR will have comfort from the non-associated Directors' certification
that the terms of the underwriting agreement have been set on an arms length
basis and are fair and reasonable to Unit holders not associated with Goodman
Group or Macquarie;

b) NZXR will have comfort from the solicitor's opinion that the terms of the
underwriting agreement, and any associated mandate letter are consistent with
the terms of an arms length transaction of this type;

c) The policy of Rule 9.2.1 is to regulate transactions whereby a Related
Party to a Material Transaction may gain favourable consideration due to
their relationship with the Issuer. In this instance the decision to
undertake the Institutional Placement is borne from the need for GMT to raise
capital. The underwriting of the Institutional Placement ensures that GMT
will raise the necessary capital required, providing certainty and
significantly increasing the success of the Institutional Placement (and
therefore the Acquisition);

d) If Shareholder approval were to be obtained, GMT would face additional
delay in undertaking the Institutional Placement and consequently the
Acquisitions;

e) The Institutional Placement will be offered to a wide range of investors
and Goodman Group will acquire units under the Institutional Placement, on
the same terms as other investors;

f) No Directors of GNZ that are associated with Goodman Group will
participate in any decisions to determine the price of the Institutional
Placement; and

g) There is precedent for the decision, including waiver granted to GMT in
November 2006.

Application 6 - Waiver from Rule 9.3.1

52. GMT have sought a waiver from Rule 9.3.1 to the extent it would preclude
any person who participated in the Institutional Placement, other than
Goodman Group, the Fisher Estate or any Associated Person of those parties,
from voting on the resolutions to approve the Acquisition

53. GMT makes the following submissions in respect of its application:

a) If the Acquisitions and Institutional Placement (and any underwriting) are
treated as a "Related Series of Transactions" for the purposes of Rule 9.2.1,
then "Related Parties" which are parties to those transactions (such as
substantial security holders taking units under the Institutional Placement)
would be precluded from voting on the Acquisitions;

b) Persons taking units in the Institutional Placement in no way shaped or
influenced the Acquisitions, such that the waiver is within the policy of
footnote 1 to 9.2.1; and

c) The interests of those unitholders participating in the Institutional
Placement remain aligned with other unit holders in considering the
Acquisitions.

Application 6 - Rule

54. Rule 9.3.1 provides:

"Notwithstanding anything to the contrary in the Rules, on any resolution of
the nature listed in column 1 of the table below, no Vote in favour of any
resolution shall be cast on any Securities held by a person of the nature
listed in respect of that resolution in column 2 of the table below, or by
any Associated Person of such person"

Application 6 - Decision

55. On the basis that the information provided to NZXR is full and accurate
in all material respects, NZXR declines to grant the waiver sought. Instead,
NZXR grants GMT a ruling that Rule 9.3.1 does not apply where NZXR has
granted a waiver from the requirement to seek approval under Rule 9.2.1. This
means that no person other than Goodman Group, the Fisher Estate and
Associated Persons are precluded from voting.

Application 6 - Reasons

56. In coming to the decision to grant GMT a ruling NZXR considered the
following factors:

a) As per paragraph 49 above, NZX has granted GMT a waiver from Rule 9.2.1 to
the extent that it would require Unit holder approval to be obtained in
respect of the Institutional Placement and the underwriting of the
Institutional Placement. As such no resolution to obtain approval for the
Institutional Placement will be tabled at the meeting for the purpose of Rule
9.2.1 and as such the voting restrictions in Rule 9.3.1 are not applicable.

Confidentiality

57. GMT has requested that its application and any decision be kept
confidential until details of the Acquisitions are released to the market.

58. In accordance with footnote 1 to Rule 1.11.2, NZXR grants GMT's request.
End CA:00229642 For:GMT    Type:WAV/RULE   Time:2012-11-13 09:11:25