Ann: WAV/RULE: MCK: MCK - Waiver from NZX Main Bo

• Release Date: 14/02/14 16:39
• Summary: WAV/RULE: MCK: MCK - Waiver from NZX Main Board Listing Rule 9.2.1
• Price Sensitive: No
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					MCK
14/02/2014 14:39
WAV/RULE

REL: 1439 HRS Millennium & Copthorne Hotels New Zealand Limited

WAV/RULE: MCK: MCK - Waiver from NZX Main Board Listing Rule 9.2.1

NZX Regulation Decision

Millennium & Copthorne Hotels New Zealand Limited Application for waiver from
NZSX Listing Rule 9.2.1

?18 December 2013

Application - Waiver from Rule 9.2.1
1. On the basis that the information provided to NZX Regulation ("NZXR") is
full and accurate in all material respects, and subject to the conditions in
paragraph 2 below, NZXR grants Millennium & Copthorne Hotels New Zealand
Limited ("MCK") a waiver from NZSX Listing Rule ("Rule") 9.2.1 to allow MCK,
through a wholly owned subsidiary, MCHNZ Investments Limited, to acquire
preference shares ("FS Preference Shares") in First Sponsor Capital Limited
("First Sponsor") (the "Transaction").

2. The waiver in paragraph one is granted on the following conditions:
a.The directors of MCK, other than Mr Wong Hong Ren, certify to NZXR before
entering the Transaction:
(i) The negotiations in relation to the Transaction have been conducted on an
arm's length basis;
(ii) The Transaction has been considered independently of First Sponsor; and

(iii) The Transaction is in the interests of, and fair to, MCK's
shareholders.

b. The directors of MCK, other than Mr Wong Hong Ren, certify to NZXR after
the purchase of FS Preference Shares that:
(i) The Transaction was completed on an arm's length basis;
(ii) The Transaction was considered independently of First Sponsor; and
(iii) The Transaction is in the interests of, and fair to, MCK's
shareholders.

c.Mr Wong Hon Ren will not vote on any MCK board resolutions relating to the
purchase of FS Preference Shares, nor will he be counted in the quorum for
the purpose of considering the Transaction.

3. The information on which this decision is based is set out in Appendix One
to this decision. This decision will not apply if that information is not, or
ceases to be, full and accurate in all material respects.

4. A simplified corporate structure diagram for MCK is set out in Appendix
Two to this decision.

5. The Rules to which this decision relates are set out in Appendix Three to
this decision.

Reasons for waiver decision

6. In reaching the decision to provide the waiver, NZXR has considered that:
a. Mr Wong Hong Ren is one of five directors of MCK and pursuant to Rule
3.4.3, will not vote on the board resolution relating to the Transaction, nor
will he be counted in the quorum for the purposes of consideration of the
Transaction. Accordingly, he will have little, if any, influence over MCK's
decision to enter into the Transaction;

b. Mr Wong Hong Ren has no material direct or indirect economic interest in
First Sponsor other than by way of reasonable directors' fees, if any;

c. Messrs Mr Ho Han Leong Calvin and Han Khoon Ho are directors of First
Sponsor and also hold directorships in subsidiaries of MCK. These
directorships are to represent Tai Tak's interest in those subsidiaries, as
is common in joint ventures. Neither Mr Ho Han Leong Calvin nor Mr Han Khoon
Ho are directors of MCK; and

d. The directors of MCK, excluding Mr Wong Hong Ren, will provide NZX with
the certification required by the condition in paragraph two, above.
Accordingly, any negotiations in respect of, or the entering in to, the
Transaction will be undertaken on an arm's length basis in accordance with
the conditions in paragraph two, above.

e. This waiver is supported by precedent, including similar waivers from Rule
9.2.1 granted to MCK on 29 November 2011 and 17 July 2013.

Confidentiality

7. MCK has submitted that the application for a waiver and the information
contained therein (including the fact that MCK is considering providing
further funding to First Sponsor) are commercially sensitive. MCK has
requested this application and any decision be kept confidential until MCK
has made an announcement regarding funding being provided to First Sponsor,
if any.

8. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants MCK's request.

?Appendix One - Information
1. MCK is a Listed Issuer with ordinary shares Quoted on the NZX Main Board.

2. MCHNZ Investments Limited ("MCHNZ") is a wholly owned subsidiary of MCK.
MCHNZ holds 24.5% of the voting ordinary shares in First Sponsor ("FS
Ordinary Shares") and 32.2% of the non-voting FS Preference Shares.

3. Millennium and Copthorne Hotels plc ("M&C plc") holds 15.8% of the FS
Preference Shares through a series of wholly owned subsidiaries. Kingsgate
International Pty Ltd ("KI") (61.3% of which is owned by MCK and 38.7% of
which is owned by Tai Tak Estates Sdn Bhd ("Tai Tak")) holds 2% of the FS
Preference Shares.

4. The remaining 50% of the FS Preference Shares and 24.5% of the FS Ordinary
Shares are held by Tai Tak Asia Properties Pte Limited ("TTAP"), a wholly
owned subsidiary of Tai Tak.

5. A structure diagram of the group is attached at Appendix Two.

6. MCK and First Sponsor are Associated Parties through common directors:
a. the chairman of MCK, Mr Wong Hong Ren, is also a director of First
Sponsor; and

b. another director of First Sponsor, Mr Ho Han Leong Calvin, is the managing
director of Tai Tak and holds directorships on a number of subsidiaries of
MCK that are directly or indirectly partly owned by Tai Tak. Mr Ho Han Leong
Calvin's directorships in the subsidiaries of MCK are to represent Tai Tak's
interest in its joint venture arrangements with MCK, which include KI. Except
for a number of joint venture companies and common investments with MCK, Tai
Tak is not otherwise related to MCK, MCHNZ or M&C plc.

c. another director of First Sponsor, Mr Han Khoon Ho, is a director of
another MCK subsidiary which is also indirectly partly owned by Tai Tak, KIN
Holdings Limited ("KINH"). Mr Han Khoon Ho's directorship in KINH is to
represent Tai Tak's interests.

7. First Sponsor requires funding for expansion, in particular the
development of its properties in Chengdu, Sichuan Province, China. This new
funding is proposed to take the form of an issue of new FS Preference Shares
pro rata to First Sponsor's existing holders of FS Preference Shares. MCK,
through MCHNZ plans to subscribe to these FS Preference Shares.

8. KI (of which MCK owns 61.3%), and its immediate parent, Kingsgate
International Corporation Limited, have agreed to renounce all of their pro
rata entitlements to new FS Preference Shares in favour of MCHNZ and Tai Tak.

9. The maximum amount of new funding MCK may be required to provide to First
Sponsor under the Transaction is US$51 million. US$51 million constitutes
approximately 26% of MCK's Average Market Capitalisation of $NZ231 million.
MCK and First Sponsor are Related Parties, as MCK, First Sponsor, and a
number of MCK's subsidiaries have common directors. Rule 9.2.1 therefore
applies to the Transaction.

Appendix Three - NZSX Listing Rules
Rule 9.2.1 provides:
"An Issuer shall not enter into a Material Transaction if a Related Party is,
or is likely to become:
(a) a direct or indirect party to the Material Transaction, or to at least
one of a related series of transactions of which the Material Transaction
forms part; ...
unless that Material Transaction is approved by an Ordinary Resolution of the
Issuer."

Rule 9.2.2 provides:
"For the purposes of Rule 9.2.1, "Material Transaction" means a transaction
or a related series of transactions whereby an Issuer:
(a) purchases or otherwise acquires, gains, leases (as lessor or lessee) or
sells or otherwise disposes of, assets having an Aggregate Net Value in
excess of 10% of the Average Market Capitalisation of the Issuer; or ..."

Rule 9.2.3 provides:
"For the purposes of Rule 9.2.1, "Related Party" means a person who is at the
time of a Material Transaction, or was at any time within six months before a
Material Transaction:
(a) a Director or executive officer of the Issuer or any of its Subsidiaries;
or
(b) the holder of a Relevant Interest in 10% or more of a Class of Equity
Securities of the Issuer carrying Votes; or
(c) an Associated Person of the Issuer or any of the persons referred to in
(a) or (b), other than a person who becomes an Associated Person as a
consequence of the Material Transaction itself (or an intention or proposal
to enter into the Material Transaction itself); or
(d) a person in respect of whom there are arrangements other than the
Material Transaction itself, intended to result in that person becoming a
person described in (a), (b), or (c), or of whom the attainment of such a
status may reasonably be expected, other than as a consequence of the
Material Transaction itself; ..."
End CA:00247029 For:MCK    Type:WAV/RULE   Time:2014-02-14 14:39:07