MCK
24/03/2016 17:15
WAV/RULE
NOT PRICE SENSITIVE
REL: 1715 HRS Millennium & Copthorne Hotels New Zealand Limited
WAV/RULE: MCK: Waiver from NZX Main Board Listing 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
24 March 2016
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 2016 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;
c.MCK consistently monitors the total number of Members of the Public holding
Preference Shares and the percentage of Preference 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; and
d. 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.
5. Capitalised terms that are not defined in this decision have the meanings
given to them in the Rules.
Reasons
6.In coming to the decision to provide the waiver set out in paragraph 1
above, MCK has submitted, and NZXR has no reason not to accept, that:
a.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, there has not been a
significant decrease in the number of Preference Shareholders;
b.eight 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.
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 206 Members of the Public held 14.8% of the Preference Shares on
issue.
6.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.
7.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.
8.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.
9.On 4 April 2014, NZXR granted MCK a waiver from Rule 5.2.3 for a period
of`12 months from 25 March 2014. This waiver was then extended for a period
of 12 months from 25 March 2015.
10.As at 4 March 2016 171 Members of the Public hold 8.4% of the Preference
Shares on issue, with eight custodians and nominees holding Preference
Shares.
11.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.
12. MCK has applied for an extension of the 2015 Waiver from Rule from Rule
5.2.3 in respect of the Preference Shares for a further 12 months from 25
March 2016.
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.
End CA:00279876 For:MCK Type:WAV/RULE Time:2016-03-24 17:15:55
