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- Release Date: 03/04/14 17:58
- Summary: WAV/RULE: MCKPA: MCK - Waiver from NZX Main Board Listing Rule 5.2.3
- Price Sensitive: No
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MCK
03/04/2014 15:58
WAV/RULE
REL: 1558 HRS Millennium & Copthorne Hotels New Zealand Limited
WAV/RULE: MCKPA: 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
3 April 2014
Application for waiver from NZX Main Board Listing Rule 5.2.3
Decision
1. Subject to the conditions in paragraph 2 below, and on the basis that the
information provided by MCK is complete and accurate in all material
respects, NZXR grants MCK a waiver from Rule 5.2.3 in respect of its
Preference Shares for a period of 12-months from 25 March 2014.
2. The waiver contained in paragraph 1 is granted on the following
conditions:
(a) MCK clearly and prominently discloses the 12-month waiver, its
conditions, and its implications in its half-year and annual reports; and
(b) MCK notifies NZXR if there are any material changes to the spread of the
Preference Shares.
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. The Rule to which this decision relates is set out in Appendix Two to this
decision.
Reasons
5. In coming to the decision to grant the waiver set out in paragraph 1
above, NZXR has considered that:
(a) The simplified disclosure prospectus under which the Offer of Preference
Shares was made included a disclosure of the liquidity risk;
(b) NZXR accepts that MCK had no control over the uptake of the Offer and
that it would be detrimental to holders of Preference Shares if MCK's
application for quotation were declined on the basis that it did not meet
minimum spread requirements;
(c) 12.1% of the Preference Shares are held by custodians/nominees.
Accordingly, the underlying number of Members of the Public that control the
Preference Shares is likely to be greater than the number of Members of the
Public registered as holders of the Preference Shares;
(d) The condition contained in paragraph 2(a) above will ensure that both
existing and prospective holders of Preference Shares are aware the
Preference Shares may not satisfy the spread requirements of Rule 5.2.3;
(e) MCK has submitted that the Preference Shares are a close substitute for
the ordinary shares and will benefit from the liquidity of the ordinary
shares; and
(f) The waiver is granted on a temporary basis, expiring one year after the
quotation date of the Preference Shares. The temporary waiver gives NZXR the
opportunity to reconsider the spread of the Preference Shares in one year 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 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 dated 17 February
2014.
3. 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.
4. As at the date of quotation of the Preference Shares, being 25 March 2014,
a total of 215 Members of the Public hold 14.8% of the Preference Shares on
issue.
5. Up to 12.1% of the Preference Shares are held by custodians and nominees.
Accordingly the number of underlying shareholders is likely to be greater
than the number of Members of the Public registered as holders of Preference
Shares.
6. MCK considers that the Preference Shares are a close substitute for
ordinary shares in MCK.
Appendix Two
Rule 5.2.3 provides:
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:00249102 For:MCK Type:WAV/RULE Time:2014-04-03 15:58:31
