SKC
24/08/2015 16:37
WAV/RULE
NOT PRICE SENSITIVE
REL: 1637 HRS SKYCITY Entertainment Group Limited (NS)
WAV/RULE: SKC: Waiver from NZX Debt Market Listing Rule 5.2.3
NZX Regulation Decision
Skycity Entertainment Group Limited (SKC)
Application for a waiver from NZX Debt Market Listing Rule 5.2.3
21 August 2015
Waiver from NZX Debt Market Listing Rule 5.2.3
Decision
1. Subject to the conditions in paragraph 2 below, and on the basis that the
information provided by SKC is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants SKC a waiver from NZX Debt Market
Listing Rule ("Rule") 5.2.3 in respect of the Bonds for a period of twelve
months from the Quotation date for the Bonds, to the extent that this rule
requires the Bonds to be held by at least 500 Members of the Public holding
at least 25% of the Bonds on issue, with each Member of the Public holding at
least a Minimum Holding.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. SKC clearly and prominently discloses this waiver and its effect in the
Product Disclosure Statement for the Bonds;
b. SKC clearly and prominently discloses this waiver and its effect in its
half-year report, and its annual report for the year the waiver is relied on;
c. SKC discloses liquidity as a risk in the Product Disclosure Statement for
the Bonds; and
d. SKC notifies NZXR as soon as practicable if there are any material changes
to the total number of Members of the Public holding Bonds, and/or the
percentage of total Bonds held by Members of the Public holding at least a
Minimum Holding.
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. Debt Securities are not typically subject to the same degree of trading
activity as Equity Securities;
b. SKC has advised that it expects the spread of the Bonds will increase over
time;
c. the 12-month waiver gives NZXR the opportunity to reconsider the spread of
the Bonds in 12 months' time if SKC considers a waiver is still required;
d. the conditions, contained at paragraph 2(a), (b) and (c) above, will
ensure that prospective Bondholders, as well as those wishing to trade in the
Bonds, are aware that the Bonds may not satisfy the spread requirements of
Rule 5.2.3; and
e. there is precedent for this decision.
Confidentiality
6. SKC has requested that the application for a waiver from Rule 5.2.3, and
NZXR's decision, be kept confidential pending an announcement to the market
that a Product Disclosure Statement in respect of the Bonds has been lodged
with the Registrar of Financial Service Providers.
7. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants SKC's request.
Appendix One
1. Skycity Entertainment Group Limited ("SKC") is a Listed Issuer with
securities Quoted on the NZX Main Board.
2. SKC intends to make a new offer of unsubordinated, unsecured, redeemable,
fixed rate bonds ("Bonds") to be Quoted on the NZX Debt Market.
3. SKC will publish a product disclosure statement in relation to the Bond
issue ("Product Disclosure Statement").
4. SKC considers it is possible that SKC may not satisfy the spread
requirements in Rule 5.2.3 in relation to the Bonds on the date the Bonds are
quoted on the NZX Debt Market.
5. SKC considers that the actual number of beneficial owners of the Bonds is
likely to be significantly higher than the number of registered holders of
the Bonds.
Appendix Two
Rule 5.2
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:00268964 For:SKC Type:WAV/RULE Time:2015-08-24 16:37:06
