Ann: WAV/RULE: KFL: Kingfish Limited (KFL) - Waiver: Rule 7.3.1(a)

• Release Date: 28/10/14 13:39
• Summary: WAV/RULE: KFL: Kingfish Limited (KFL) - Waiver: Rule 7.3.1(a)
• Price Sensitive: No
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					KFL
28/10/2014 13:39
WAV/RULE

REL: 1339 HRS Kingfish Limited

WAV/RULE: KFL: Kingfish Limited (KFL) - Waiver: Rule 7.3.1(a)

NZX Regulation Decision
Kingfish Limited (KFL)
Application for a waiver from NZX Main Board
Listing Rule 7.3.1(a)

23 October 2014

Background

Decision

1. On the condition set out in paragraph 2 below, NZX Regulation ("NZXR")
grants Kingfish Limited ("KFL") a waiver from NZX Main Board Listing Rule
7.3.1(a) so that KFL is not required to obtain shareholder approval for the
issue of ordinary shares on the exercise of the Warrants.

2. The waiver in paragraph 1 above is provided on the condition that the
issue of the Warrants is conducted in accordance with Rule 7.3.4, as if the
reference to "Equity Securities" in the rule included a reference to the
Warrants.

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. Rule 7.3.1 is intended to prevent dilution of shareholders' interests
without their prior approval. Rule 7.3.4 recognises that an Issuer may make a
pro rata fully paid bonus issue, or a pro rata renounceable rights issue,
without the prior approval of its shareholders under Rule 7.3.1. The policy
of Rule 7.3.4 is that shareholder approval is not required where all
shareholders have the same entitlement to participate in the issue because
those shareholders have the opportunity to avoid dilution;

b. NZXR is satisfied that the issue of the Warrants, and the issue of
ordinary shares on exercise of the Warrants, is consistent with the policy of
Rule 7.3.4. Subject to the exceptions described in paragraph 2 of Appendix
One, the Warrants will be issued on a pro rata basis to all shareholders
entered on the share register on the record date and all shareholders will
have the opportunity to maintain their existing proportionate rights. The
condition of the waiver will ensure that any exceptions to the proportionate
nature of the issue must be conducted in accordance with Rule 7.3.4(d) to
(h); and

c. NZXR does not consider that the protections afforded by shareholder
approval are necessary in this instance where the issue is essentially
similar to a bonus issue giving shareholders a pro rata entitlement to
subscribe for additional shares.

Confidentiality

6. KFL has requested this decision be kept confidential until KFL has made an
announcement of the issue of the Warrants.

7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants KFL's request.

Appendix One

1. KFL is a Listed Issuer with ordinary shares Quoted on the NZX Main Board.

2. KFL intends to issue to each KFL shareholder entered on the share register
with a New Zealand-registered address on the relevant record date one warrant
for every four shares held in KFL (the Warrants). In addition, if that ratio
would result in a shareholder receiving less than 200 Warrants (the minimum
holding under the NZX Main Board Listing Rules), the shareholder will receive
additional Warrants so that they hold 200 Warrants when all the Warrants are
allotted. Warrants which are attributable to overseas shareholders will be
issued to a nominee who will endeavour to sell those Warrants and hold the
proceeds on trust and account to those shareholders on a pro-rata basis for
the proceeds.

3. Each Warrant will entitle the holder to subscribe for one fully paid
ordinary share in KFL. In order to exercise this right, Warrant holders will
need to deliver a completed exercise form with payment of the applicable
exercise price (which will be determined by KFL) to KFL by the close of the
exercise date.

4. Shareholders do not need to take any action to receive the Warrants or pay
any consideration to receive the Warrants.

5. Shareholders will not be under any obligation to exercise any Warrants.

6. The exercise price will be a specified amount determined by the Kingfish
Board before the Warrant issue is announced less the aggregate amount per
share of any cash dividends declared on the shares with a record date during
the period commencing on the allotment date of the Warrants and ending on the
last business day before the final exercise price is announced.

7. KFL has applied for the Warrants to be Quoted on the NZX Main Board so
that Warrant holders will be able to sell their Warrants.

Appendix Two

Rule 7.3 Issue of New Equity Securities

7.3.1 No Issuer shall issue any Equity Securities (including issue on
Conversion of any other Security) unless:
(a) the precise terms and conditions of the specific proposal to issue those
Equity Securities have been approved (subject to Rule 7.3.3) by separate
resolutions (passed by a simple majority of Votes) of holders of each Class
of Quoted Equity Securities of the Issuer whose rights or entitlements could
be affected by that issue, and that issue is completed within the time
specified in Rule 7.3.2; or

(b) the issue is made in accordance with any of Rules 7.3.4 to Rule 7.3.11.
...
7.3.4 An Issuer may issue Equity Securities if:
(a) those Equity Securities are offered to holders of existing Equity
Securities of the Issuer on a basis which, if the offer were accepted by all
such holders, would maintain the existing proportionate rights of each
existing holder (relative to other holders of Equity Securities) to Votes and
to Distribution Rights, and the offer is Renounceable; or

(b) those Equity Securities are issued to holders of existing Equity
Securities of the Issuer as fully paid Securities on a basis which maintains
the existing proportionate rights of each existing holder (relative to other
holders of Equity Securities) to Votes and to Distribution Rights; or

(c) those Equity Securities are offered to all holders of existing Equity
Securities of the Issuer carrying Votes, for consideration not exceeding
$15,000 per existing Equity Security holder (being the registered holder or,
in the case of Securities held through a custodian, the beneficial owners of
the Securities) and the number of Equity Securities to be issued is not
greater than 30% of the number of fully paid Equity Securities carrying Votes
that are already on issue.
Notwithstanding (a), (b) and (c), the Issuer shall be entitled:

(d) to issue any Equity Securities in respect of which an offer is not
accepted, or which because of fractional entitlements are not otherwise
offered, to such persons and in such manner as the Directors consider
equitable and in the interests of the Issuer, provided that the price and
terms and conditions of the issue of such Equity Securities are not
materially more favourable to the persons to whom they are issued than the
terms of the original offer and the issue is completed within 3 months after
the close of the original offer; and

(e) to offer and issue Equity Securities to the holders of existing
Securities in accordance with specific rights attached to those existing
Securities to participate in issues of Equity Securities, notwithstanding
that the effect may be that existing proportionate rights to Votes and
Distribution Rights are not maintained; and

(f) to authorise a disproportionate offer to the extent necessary to round up
holdings of Equity Securities to a Minimum Holding, or to avoid the creation
of holdings which are not Minimum Holdings; and

(g) to not offer or issue Equity Securities to holders of existing Equity
Securities the terms of which expressly exclude the right to participate in
the relevant offer or issue; and

(h)  to not offer or issue Equity Securities to holders of existing
Securities in a jurisdiction outside of New Zealand if in the Issuer's
reasonable opinion it is unduly onerous for the Issuer to make the offer in
that jurisdiction provided that in the case of Renounceable Rights, the
Issuer shall arrange the sale of any Renounceable Rights to the relevant
Equity Securities and to account to holders in that jurisdiction for the
proceeds.
In this Rule 7.3.4, "Distribution Right" means a right of the nature referred
to in paragraph (a) or paragraph (b) of the definition of "Equity Security"
in Rule 1.6.1.
End CA:00256899 For:KFL    Type:WAV/RULE   Time:2014-10-28 13:39:26