MCK
27/03/2015 16:46
WAV/RULE
NOT PRICE SENSITIVE
REL: 1646 HRS Millennium & Copthorne Hotels New Zealand Limited
WAV/RULE: MCK: MCK | Application for waiver from Rule 5.2.3
NZX Regulation Decision
Millennium & Copthorne Hotels New Zealand Limited (MCK)
Application for waiver from NZX Main Board Listing Rule 5.2.3
27 March 2015
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis
that the information provided by Millennium & Copthorne Hotels New Zealand
Limited ("MCK") is complete and accurate in all material respects, NZX
Regulation ("NZXR") grants MCK a waiver from Rule 5.2.3 in respect of its
Preference Shares for a period of twelve months from 25 March 2015 to allow
MCK to have fewer than 25% of the Preference Shares held by less than 500
Members of the Public holding at least a Minimum Holding.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. the Directors of MCK certify to NZXR, in a form acceptable to NZXR, that
allowing the Preference Shares to remain quoted is in the best interests of
holders of the Preference Shares;
b. MCK clearly and prominently discloses the waiver, its conditions, and the
implications in its half-year and annual reports; and
c. MCK notifies NZXR as soon as practicable if there are any material changes
to the total number of Members of the Public holding Preference Shares,
and/or the percentage of Preference Shares held by Members of the Public.
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. MCK has submitted, and NZXR has no reason not to accept, that the Capital
Reduction Scheme undertaken in July 2014 contributed to the decline in spread
since the 2014 Waiver was granted. MCK has advised that since the Capital
Reduction Scheme was implemented, the number of Preference Shareholders has
remained relatively stable;
b. six custodians and nominees hold Preference Shares. Accordingly, MCK has
submitted that the underlying number of Members of the Public holding the
Preference Shares is likely to be greater than the number of Members of the
Public registered as holders of the Preference Shares;
c. in the absence of a waiver from Rule 5.2.3, MCK would be unable to comply
with Rule 5.2.3 and could not continue to quote the Preference Shares. MCK
submits that compliance with Rule 5.2.3 is outside of the control of MCK and
its Directors;
d. holders of the Preference Shares will not be disadvantaged by the granting
of the waiver. Further, the condition in paragraph 2(a) provides NZXR with
additional comfort that it is in the best interests of holders of the
Preference Shares to allow the Preference Shares to remain quoted on the
basis that holders will remain entitled to the protections afforded by the
Rules, and a constitution that reflects those protections;
e. the condition contained in paragraph 2(b) above will provide access to
information for both existing holders of the Preference Shares, as well as
those wishing to trade in the Preference Shares, of this waiver and its
implications for the Preference Shares;
f. the condition contained in paragraph 2(c) above will ensure that NZXR is
able to monitor any material changes in MCK's spread over the period of the
waiver; and
g. the waiver is granted for a period of 12 months. This gives NZXR the
opportunity to reconsider the spread of the Preference Shares in 12 months'
time if MCK considers a waiver is still required.
ENDS
Appendix One
1. Millennium & Copthorne Hotels New Zealand Limited ("MCK") is a Listed
Issuer with ordinary shares and preference shares Quoted on the NZX Main
Board.
2. MCK undertook a pro rata renounceable offer ("Offer") of redeemable
preference shares ("Preference Shares") to all holders of MCK's ordinary
shares, pursuant to a simplified disclosure prospectus ("SDP") dated 17
February 2014.
3. The SDP under which the Offer of Preference Shares was made included a
disclosure of the liquidity risk.
4. The Offer closed on 19 March 2014 at which point MCK became aware that it
would not meet the spread requirements of NZX Main Board Listing Rule
("Rule") 5.2.3 in respect of the Preference Shares.
5. On 25 March 2014, being the date of Quotation of the Preference Shares, a
total of 215 Members of the Public held 14.8% of the Preference Shares on
issue, and up to 12.1% of the Preference Shares were held by custodians and
nominees.
6. Rule 5.2.3 provides that a Class of Securities will generally not 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.
7. On 4 April 2014, NZXR granted MCK a waiver from Rule 5.2.3 for a period
of`12 months from 25 March 2014 ("2014 Waiver").
8. In July 2014, MCK undertook a capital reduction by way of scheme of
arrangement ("Capital Reduction Scheme"). Between the initial announcement of
the Capital Reduction Scheme on 4 June 2014, and its implementation on 17
July 2014, the number of holders of Preference Shares decreased from 207 to
184.
9. As at 6 March 2015, a total of 176 Members of the Public held 8.4% of the
Preference Shares on issue, with six custodians and nominees holding
Preference Shares.
10. While Aberdeen Asset Management Limited ("Aberdeen") holds 6.4% of the
Preference Shares, Aberdeen is not considered to be a Member of the Public
for the purposes of the Rules on the basis that Aberdeen holds more than 10%
of the ordinary shares in MCK.
11. MCK has applied for an extension of the 2014 Waiver from Rule 5.2.3 in
respect of the Preference Shares for a further 12 months from 25 March 2015.
Appendix Two
Rule 5.2.3 Quotation of Securities
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:00262419 For:MCK Type:WAV/RULE Time:2015-03-27 16:47:00
