GNE
08/03/2016 09:43
WAV/RULE
NOT PRICE SENSITIVE
REL: 0943 HRS Genesis Energy Limited (NS)
WAV/RULE: GNE: Waiver from NZX Debt Market Listing Rule 5.2.3
NZX Regulation Decision
Genesis Energy Limited (GNE)
Application for a waiver from NZX Debt Board Listing Rule 5.2.3
8 March 2016
Waiver from NZX Debt Board 5.2.3
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis
that the information provided by GNE is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants GNE a waiver from NZX Debt Market
Listing Rule ("Rule") 5.2.3, as modified by NZX Ruling on NZX Debt Market
Listing Rule 5.2.3 dated 29 September 2015, in respect of the GNE030 Bonds
for a period of 6 months from Quotation Date, to the extent that this Rule
would otherwise require the GNE030 Bonds to be held by at least 100 Members
of the Public holding at least 25% of the GNE030 Bonds on issue.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. GNE clearly and prominently discloses this waiver, and the implications of
this waiver in the Terms Sheet for the GNE030 Bonds, and any other Offering
Document relating to an offer of GNE030 Bonds made during the period of this
waiver;
b. GNE clearly and prominently discloses this waiver, and the implications of
this waiver in any Half-Year and Annual Reports issued during the period of
this waiver;
c. GNE discloses liquidity as a risk in the Terms Sheet for the GNE030 Bonds;
and
d. GNE 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 the GNE030 Bonds, and/or the percentage of GNE030 Bonds 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. These waivers 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.
5. Capitalised terms that are not defined in this decision have the meanings
given to them in the Rules.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 1
above, NZXR has considered that:
a. despite anticipating strong investor demand for the GNE030 Bonds, GNE will
have no knowledge of how the GNE030 Bonds will be allocated until after its
bookbuild process. Accordingly, GNE will be unable to confirm prior to the
Offer opening, whether the spread requirements will be met on Quotation;
b. GNE has taken steps to structure the Offer in a manner likely to increase
the chances of achieving the spread requirements on Quotation. These include
providing for a four and a half day offer period, the offer is timed to
coincide with the maturity of the GNE020 Bonds, with the GNE030 Bonds to be
issued after the GNE020 Bonds mature so that existing retail bondholders have
the opportunity to re-invest, and by offering the bonds through NZX primary
market participants;
c. the conditions, contained in paragraph 2(a), 2(b) and 2(c) above, require
GNE to provide access to information about this waiver and its implications
to prospective investors as part of the Offer, as well as those wishing to
trade in the GNE030 Bonds for the period of this waiver. Investors can take
this information into account when making their investment decision;
d. the condition contained in paragraph 2(d) above requires GNE to provide
information that will allow NZXR to monitor any material reduction in the
spread of the GNE030 Bonds over the period of this waiver;
e. this waiver is granted for six months. This gives NZXR the opportunity to
reconsider the spread of the GNE030 Bonds in six months' time if GNE
considers a waiver is still required; and
f. there is precedent for this decision.
Confidentiality
7. GNE has requested this decision be kept confidential until the Terms
Sheet, and the form of notice to be provided GNE under clause 20(1)(a) of
Schedule 8 of the Financial Markets Conduct Regulations 2014, has been
released.
8. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants GNE's request.
Appendix One
1. Genesis Energy Limited ("GNE") is a Listed Issuer with bonds Quoted on the
NZX Debt Market ("NZDX"). These include the GNE020 Bonds which mature on 15
March 2016.
2. GNE intends to make a new offer of fixed rate bonds ("GNE030 Bonds") to be
Quoted on the NZDX ("Offer").
3. The Offer will open on 8 March 2016 and close at 12.00pm on 14 March 2016.
The lead manager for the Offer will conduct a bookbuild on or about 14 March
2016 in order to
determine the GNE030 Bonds margin ("Bookbuild"), which will be used to
determine the GNE030 Bonds' interest rate.
4. GNE intends to Quote the GNE030 Bonds on the NZDX on or about 21 March
2016 ("Quotation Date").
5. GNE has released a terms sheet prior to the Offer opening, setting out the
main terms of the GNE030 Bonds ("Terms Sheet").
6. The Offer is structured so that 100% of the GNE030 Bonds are reserved for
clients of the joint lead manager and co-manager of the Offer, primary market
participants, and other approved financial intermediaries.
7. There will be no public pool for the Offer. GNE has therefore indicated
that it is uncertain whether the GNE030 Bonds will satisfy the spread
requirements of Rule 5.2.3, when the GNE030 Bonds are initially Quoted on the
NZDX.
Appendix Two
NZX Debt Market Listing Rule 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.
Ruling on NZX Debt Market Listing Rule 5.2.3 - 29 September 2015
For the purposes of Rule 5.2.3, a Class of Debt Securities will generally not
be considered for Quotation on the NZDX unless those Securities are held by
at least 100 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.
End CA:00278936 For:GNE Type:WAV/RULE Time:2016-03-08 09:43:34
