Ann: WAV/RULE: SCT: SCT - Waiver from NZSX Listin

• Release Date: 09/05/12 12:12
• Summary: WAV/RULE: SCT: SCT - Waiver from NZSX Listing Rule 7.1.10
• Price Sensitive: No
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SCT
09/05/2012 10:12
WAV/RULE

REL: 1012 HRS Scott Technology Limited

WAV/RULE: SCT: SCT - Waiver from NZSX Listing Rule 7.1.10

NZX Market Supervision Decision
Scott Technology Limited ("SCT")
Application for Waiver from NZSX Listing Rule 7.1.10

Background

1. Scott Technology Limited ("SCT") intends to undertake an offer of SCT
ordinary shares ("Shares") to certain eligible employees of SCT ("Offer").

2. Eligible employees who accept the Offer will be provided an interest free
loan for the total value of Shares subscribed for, which shall be repaid in
equal installments over a period of not less than three years, during which
time the Shares shall be held on trust ("Employee Share Scheme").

3. The Offer of Shares under the Employee Share Scheme is being made to
eligible employees in an Investment Statement and a Prospectus pursuant to
the Securities Act 1978 and the Securities Act (Employee Share Purchase
Schemes-Listed Companies) Exemption Notice 2011 ("Offering Documents").

4. NZSX Listing Rule ("Rule") 7.1.10 requires that every Offering Document,
after stating that applications may be made to the Issuer, to state that
applications may be lodged with any Primary Market Participant, the
Organising Participant or any other channel approved by NZX (in that order)
in time to enable forwarding to the appropriate place, prior to the
application closing date.

Application

5. As the Offer will only be made to employees of SCT, SCT has approached NZX
Market Supervision ("NZXMS") for a waiver from Rule 7.1.10 in so far as it
requires the Offering Documents to state that applications may be "lodged
with any Primary Market Participant, the Organising Participant or any other
channel approved by NZX in time to enable forwarding to the appropriate place
prior to the application closing date".

6. In support of its application, SCT submits that:

a) The Shares proposed to be offered pursuant to the Employee Share Scheme
are only to be offered to eligible employees of the SCT group of companies
and are not intended to be offered to the general investing public.
Consequently, it is the intention of SCT to simplify the process of
subscribing for Shares by allowing eligible employees to simply return
subscription applications directly to SCT; and

b) The inclusion of the statement required by Rule 7.1.10 in the Offering
Documents may cause confusion among eligible employees as to where the
applications should be lodged and may possibly result in some eligible
employees, who wish to participate, failing to lodge their applications
appropriately by the closing date.

Rule

7. Rule 7.1.10 provides:
" Every Offering Document, after stating that applications may be made to the
Issuer, shall state that they may be lodged with any Primary Market
Participant, the Organising Participant or any other channel approved by NZX
(in that order) in time to enable forwarding to the appropriate place prior
to the application closing date."

Decision

8. On the basis that the information provided to NZXMS is full and accurate
in all material aspects, NZXMS grants SCT a waiver from Rule 7.1.10 in so far
as it requires the Offering Documents to state that applications may be
"lodged with any Primary Market Participant, the Organising Participant or
any other channel approved by NZX in time to enable forwarding to the
appropriate place prior to the application closing date".

Reasons

9. In coming to the decision to grant the waiver in respect of Rule 7.1.10,
NZXMS has considered that:

(a) the ability for notification of the ability to lodge applications with
Primary Market Participants, Organising Participants and other equivalent
channels in respect of the Offer, is not necessary as the Offer is only being
made to eligible employees who will more readily be able to lodge
applications with the Issuer than members of the public would be able to in
respect of a general offer of securities;

(b) as employees of SCT, any individual who is in doubt as to how to deal
with an application will be able to seek advice from SCT. Additionally, the
requirement of the Securities Act 1978 that the Investment Statement include
a statement that an individual seek investment advice before committing
oneself will ensure that offerees will be aware that there are avenues
available for further independent advice as to the investment decision; and

(c) there is precedent for this decision in NZXMS decisions provided in
respect of FPH dated 19 August 2011 and the earlier decision provided in
respect of SCT dated 8 May 2009.

Confidentiality

10. SCT has requested that this application and the decision resulting from
it be kept confidential pending the formal notification to the market of the
Employee Share Plan. NZXMS grants SCT's request in accordance with Rules
1.11.2 and the footnotes to that Rule.

ENDS.
End CA:00222663 For:SCT    Type:WAV/RULE   Time:2012-05-09 10:12:13