MCK
17/04/2015 10:52
WAV/RULE
NOT PRICE SENSITIVE
REL: 1052 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
17 April 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
ordinary shares for a period of twelve months to allow MCK to have fewer than
25% of the ordinary shares held by at least 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. MCK clearly and prominently discloses the waiver, its conditions, and the
implications in its half-year and annual reports;
b. MCK clearly and prominently discloses the waiver, its conditions, and the
implications in any offer documents relating to any offer of securities
undertaken by MCK during the period of the waiver;
c. MCK notifies NZXR as soon as practicable if there are any material changes
to the total number of Members of the Public holding ordinary shares, and/or
the percentage of ordinary shares held by Members of the Public; and
d. MCK consistently monitors the total number of Members of the Public
holding ordinary shares and the percentage of ordinary shares held by Members
of the Public holding at least a Minimum Holding and provides NZXR with
quarterly updates from the date the waiver is granted during the period of
the waiver, such updates to be provided to NZXR within ten business days of
the end of each quarter.
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. MCK currently has approximately 1,479 shareholders who are Members of the
Public, holding approximately 18.5% of the ordinary shares. NZXR is satisfied
that MCK will maintain a spread of security holders which is sufficient to
ensure a liquid market;
c. MCK meets the requirement that 500 Members of the Public hold at least a
Minimum Holding;
d. one of MCK's substantial shareholders, Aberdeen, is no longer considered
to be a Member of the Public for the purposes of the Rules on the basis that
Aberdeen now holds more than 10% of the ordinary shares in MCK;
e. 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 ordinary shares. MCK
submits, and NZXR has no reason not to accept, that compliance with Rule
5.2.3 is outside of the control of MCK and its Directors;
f. holders of the ordinary shares will not be disadvantaged by the granting
of the waiver. Further, MCK has submitted, and NZXR has no reason not to
accept, that it is in the best interests of holders of the ordinary shares to
allow the ordinary shares to remain quoted on the basis that the holders will
remain entitled to the protections afforded by the Rules, and a constitution
that reflects those protections;
g. the condition contained in paragraph 2(a) above will provide access to
information for both existing holders of the ordinary shares, as well as
those wishing to trade in the ordinary shares, of this waiver and its
implications for the ordinary shares;
h. the conditions contained in paragraphs 2(c) and (d) above will ensure that
NZXR is able to monitor any material changes in MCK's spread over the period
of the waiver;
i. the waiver is granted for a period of 12 months. This gives NZXR the
opportunity to reconsider the spread of the ordinary shares in 12 months'
time if MCK considers a waiver is still required; and
j. there is precedent for this decision.
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 recently applied for an extension of a waiver from Rule 5.2.3 granted
by NZXR in 2014 ("2014 Waiver") in relation to its preference shares.
3. While preparing its application for extension of the 2014 Waiver, MCK
became aware that one of its substantial shareholders, Aberdeen Asset
Management Asia Limited ("Aberdeen"), could no longer be considered a Member
of the Public under the Rules on the basis that Aberdeen now holds more than
10% of the ordinary shares in MCK.
4. As at 3 March 2015, a total of 1,479 Members of the Public held 18.5% of
the ordinary shares on issue.
5. MCK has applied for a waiver from Rule 5.2.3 in respect of the ordinary
shares for a period of 12 months.
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:00263231 For:MCK Type:WAV/RULE Time:2015-04-17 10:52:30
