Ann: WAV/RULE: TRP: TRP - Application for Ruling

• Release Date: 18/11/13 11:06
• Summary: WAV/RULE: TRP: TRP - Application for Ruling under NZSX Listing Rule 7.1.1
• Price Sensitive: No
• Download Document  4.11KB

					TRP
18/11/2013 09:06
WAV/RULE

REL: 0906 HRS Transpower New Zealand Limited

WAV/RULE: TRP: TRP - Application for Ruling under NZSX Listing Rule 7.1.1

Ruling

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 rules that for the purposes of the NZSX Listing Rule
("Rules") 7.1.1, the Offering Document in respect of Transpower New Zealand
Limited's ("TRP") retail bond offer shall be the simplified disclosure
prospectus ("Prospectus") as supplemented by the Pricing Supplement.

2. The ruling in paragraph 1 above is granted on the following conditions:

(a) The Prospectus and Pricing Supplement are released together; and

(b) NZXR reviews and approves the Prospectus and Pricing Supplement.

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 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 ruling set out in paragraph 1
above, NZXR has considered that:

(a) such a ruling allows TRP to meet the requirements of the Rules whilst
retaining the flexibility to issue multiple tranches of bonds, including
tranches that will not be Quoted, under the Prospectus;

(b) the information required by the Rules relating to quotation will be
clearly set out in the Pricing Supplement;

(c) it could be confusing for investors if the Prospectus is required to
contain the information required by the Rules relating to listing and
quotation as that information will not be relevant for investors of unquoted
bonds;

(d) NZXR will have the opportunity to review and approve each of the
Prospectus and the Pricing Supplement;

(e) it will be apparent to the market that the Prospectus as supplemented by
the Pricing Supplement is the Offering Document for the Bonds as they will be
announced together following the registration of the Prospectus with the
Registrar of Financial Service Providers; and

(f) the ruling is consistent with the reasons stated by NZXR in a previous
ruling in respect of TRP, dated 17 August 2012.

ENDS.

Appendix One

1. TRP is not required to have an investment statement for the purposes of
the Securities Act 1978, because of its reliance on the simplified disclosure
prospectus regime.

2. The Prospectus is intended to provide the flexibility for TRP to issue
multiple tranches of bonds on terms that may vary between tranches. Because
not every tranche will be quoted on the NZX Debt Market, information relating
to quotation, and the requirements of the Rules, will be set out in the
relevant Pricing Supplement and are to be read in conjunction with the
Prospectus. Accordingly, the Prospectus as supplemented by the Pricing
Supplement is the appropriate document to be the Offering Document.

Appendix Two

Rule 1.10.1 provides:

"NZX may, on request or of its own motion and whether or not a dispute
exists, by written notice to the Issuer concerned, make rulings as to the
meaning, interpretation or application of any one or more f the provisions of
the Rules for such period and on such terms and conditions as NZX may
determine."

Rule 1.6.1 defines Offering Document as:

"an Investment Statement or a Profile."

Rule 7.1.1 provides:

"If the Issuer or applicant is required (or but for an exemption granted by
the Securities Commission under section 5 of the Securities Act 1978, would
have been required) to register a Prospectus under the Securities Act 1978,
the Offering Document shall be if the Issuer or applicant has an Investment
Statement, an Investment Statement. In other circumstances, the Offering
Document shall be a Profile."

Rule 7.1.3 provides:

"Every Profile shall:

(a) comply with, and contain all information required to be contained in a
registered prospectus under, the Securities Act 1978 and regulations made
under that Act...; and

(b) contain all other information required by the Rules;
..."
End CA:00243918 For:TRP    Type:WAV/RULE   Time:2013-11-18 09:06:48