IQE
23/05/2014 11:43
WAV/RULE
REL: 1143 HRS Intueri Education Group Limited
WAV/RULE: IQE: IQE - Waiver from NZX Main Board Listing Rule 5.2.3
NZX Regulation Decision
Intueri Education Group Limited ("IQE")
Application for a waiver from NZX Main Board Listing Rule 5.2.3
22 May 2014
Background
Decision
1. On the conditions set out in paragraph 2 below, NZX Regulation ("NZXR")
grants IQE a waiver from NZX Main Board Listing Rule ("Rule") 5.2.3 for a
period of four months from the date of Quotation of the Shares to allow IQE
to have fewer than 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. for the period of the waiver at least 300 Members of the Public hold
Shares;
b. the results of IQE's initial public offering, including the number of
Members of the Public and the number of Shares that Members of the Public
hold, are announced to the market; and
c. IQE notifies NZXR if there are any material changes to the spread of the
Shares.
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. the purpose of Rule 5.2.3 is to promote a liquid market which is important
to ensure efficient price setting and to enable shareholders to trade;
b. following allotment, IQE is expected to have 330 shareholders who are
Members of the Public, holding approximately 74% of the Shares. NZXR is
satisfied that IQE will maintain a spread of Security holders which is
sufficient to ensure a liquid market and that the granting of this waiver
will not adversely affect holders of the Shares;
c. overall demand for the Shares was strong, with the bookbuild being
materially oversubscribed at the final issue price of the Shares. While
retail demand was low, NZXR considers the overall demand for the Shares will
assist to provide a sufficiently liquid market for the Shares.
d. although on the date of Quotation IQE will not meet the requirement to
have 500 shareholders who are Members of the Public, IQE has submitted, and
NZXR has no reason not to believe, that market interest in IQE will increase
after Quotation and this should lead to an increase of the number of
shareholders who are Members of the Public;
e. IQE meets the requirement that more than 25% of the Shares are held by
Members of the Public;
f. the condition that IQE announce the results of its initial public offering
will result in a fully informed market; and
g. the waiver is for a period of four months. IQE submits, and NZXR has no
reason not to believe, that demand for the Shares will increase over this
time allowing it to meet the requirement to have 500 shareholders who are
Members of the Public.
Appendix One
1. Intueri Education Group Limited ("IQE") recently undertook an initial
public offer of Equity Securities ("Shares") that will be Quoted on the NZX
Main Board on 23 May 2014.
2. IQE has advised NZX Regulation ("NZXR") that following the issue and
allotment 330 Members of the Public will hold Shares in IQE. These Members of
the Public will hold approximately 74% of the Shares.
3. Rule 5.2.3 provides that a Class of Securities will not generally be
considered for Quotation on the NZX Main Board unless those Securities are
held by at least 500 Members of the Public holding at least 25% of the
Securities of that Class issued.
4. IQE has applied for a waiver from Rule 5.2.3 for a period of four months
from the date on which the Shares are first Quoted.
5. In support of its application for waiver IQE submits that:
a. overall demand for the Shares was strong, with the bookbuild being
materially oversubscribed at the final issue price of the Shares. Although
New Zealand retail demand for the offer was lower than expected, this was
partly attributable to IQE representing a new sector in New Zealand's public
markets. Retail demand was also negatively impacted by the fatal accident at
IQE's commercial diving school on 28 April 2014, shortly before the
bookbuild;
b. at the Share offer price IQE has an implied market capitalisation of $235
million and with a free float in excess of $170 million IQE will be a
significant mid-market company on the NZX Main Board; and
c. IQE will meet the requirement that more than 25% of the Shares are held by
Members of the Public. While IQE's largest shareholder, Intueri Educational
Holdings Pty Limited, will hold 24.9% of the Shares, no other shareholder
will beneficially hold more than 10% of the Shares.
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.
Rule 1.6 - Interpretation
Members of the Public means, in relation to an Issuer and/or Securities of an
Issuer, any person other than:
a) a person who holds, or who is one of a group of Associated Persons who
together hold, 10% or more of a Class of Securities; or
b) a person who has, or who is one of a group of Associated Persons who
together have, the power (whether contingent or not) to appoint one or more
Directors of the Issuer; or
c) any other person or member of a class of persons, whom NZX in its
discretion declares not to be a Member of the Public for the purposes of the
Rules.
End CA:00250817 For:IQE Type:WAV/RULE Time:2014-05-23 11:43:19
