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Ann: WAV/RULE: WIA: WIA - Application for waiver

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    • Release Date: 10/10/13 19:21
    • Summary: WAV/RULE: WIA: WIA - Application for waiver from NZDX Listing Rule 11.1.1
    • Price Sensitive: No
    • Download Document  5.79KB
    					WIA
    10/10/2013 17:20
    WAV/RULE
    
    REL: 1720 HRS Wellington International Airport Limited
    
    WAV/RULE: WIA: WIA - Application for waiver from NZDX Listing Rule 11.1.1
    
    Background
    
    1. Wellington International Airport Limited ("WIA") is a Listed Issuer
    ("Issuer") with bonds quoted on the NZX Debt Market ("NZDX").
    2. WIA proposes to issue up to $50 million unsecured, unsubordinated, fixed
    rate bonds ("Bonds") to be listed on the NZDX (with the ability to accept
    oversubscriptions of a further $25 million).
    3. The terms and conditions of the Bonds are contained in the master trust
    deed dated 1 December 2008 ("Master Trust Deed") and a supplemental trust
    deed ("Supplemental Trust Deed").
    4. WIA proposes to include a term in the Supplemental Trust Deed to the
    effect that a transfer of Bonds may be refused if that transfer is not in
    multiples of $1,000 and/or results in the transferor or transferee each
    holding (if not zero) an aggregate principal amount of Bonds of less than the
    Minimum Holding (as that term is defined in the NZDX Listing Rules or
    "Rules") of $10,000 (the "Transfer Restrictions").
    5. The Transfer Restrictions are not intended to apply in respect of a Bank
    or Market Participant (as those terms are defined in the Rules and the NZX
    Participant Rules, respectively) in which case there shall be no minimum
    transfer amount.
    
    Application
    
    6. Rule 11.1.1 provides that, subject to any legislation and Rules 11.1.4 and
    11.1.5, no Issuer shall impose, in its Constitution or otherwise, any
    restriction on the right of a holder of a Quoted Security to transfer that
    Security, or any restriction upon registration of a properly completed
    transfer of Quoted Securities.
    7. The Transfer Restrictions may be seen as a restriction on transfer for the
    purposes of Rule 11.1.1. As such, WIA has applied to NZX Regulation ("NZXR")
    seeking a waiver from Rule 11.1.1.
    8. In support of its application for a waiver from Rule 11.1.1, WIA submits
    that:
    a. The restriction is consistent with the policy of Rule 11.1.4(b). That rule
    allows issuers to decline to accept or register a transfer that results in a
    transferee holding securities less than a Minimum Holding (in this case,
    $10,000). The Minimum Holding rule is intended to minimise the incidence of
    small parcels of securities which could lead to issuers incurring
    disproportionately high administrative expenses in relation to those parcels.
    
    b. Investors are unlikely to benefit from the ability to transfer or acquire
    parcels less than $1,000. Any possible benefits would be outweighed by the
    additional costs to WIA of administering the Bonds, which would ultimately
    need to be passed on to those investors.
    c. If investors wished to transfer smaller parcels, these could be
    transferred to a Bank or Market Participant (who would aggregate them for
    transfer to other investors).
    d. The restriction is not unusual in the context of retail bond offers.
    $1,000 is a commonly used threshold across debt issues for minimum transfer
    amounts.
    e. The minimum amount of the Bonds that investors may subscribe for pursuant
    to WIA's simplified disclosure prospectus for the Bonds (the "Offer
    Document") is $10,000 and WIA will only allot further Bonds in multiples of
    $1,000.
    f. WIA will only allot Bonds in parcels exceeding the $10,000 Minimum Holding
    and accordingly investors are unlikely to have smaller parcels that cannot be
    transferred.
    g. NZXR has previously granted waivers from Rule 11.1.1 in respect of issues
    of debt securities, including a previous waiver granted to WIA in respect of
    its WIA010 Fixed Rate Bonds on 1 December 2008.
    
    Rule
    
    9. Rule 11.1.1 provides:
    "Subject to the provisions of any legislation, and to Rules 11.1.4 and
    11.1.5, no Issuer shall impose, in its Constitution or otherwise, any
    restriction on the right of a holder of a Quoted Security to transfer that
    Security, or any restriction upon registration of a properly completed
    transfer of Quoted Securities."
    
    Decision
    
    10. Subject to paragraph 11 below, and on the basis that the information
    provided to NZXR is full and accurate in all material respects, NZXR grants
    WIA a waiver from Rule 11.1.1 to allow WIA to include the Transfer
    Restrictions in the Supplemental Trust Deed for the Bonds.
    11. The waiver contained in paragraph 10 above is granted on the following
    conditions:
    a. WIA clearly and prominently discloses the Transfer Restrictions in the
    Offer Document relating to the Bonds;
    b.  this waiver decision and its implications are clearly and prominently
    disclosed in the Offer Document relating to the Bonds;
    c. WIA only allots Bonds in minimum amounts of $10,000 and multiples of
    $1,000 thereafter; and
    d. WIA may not refuse a transfer if the transfer is for all of a transferor's
    Bonds.
    
    Reasons
    
    12. In coming to the decision to grant WIA a waiver from Rule 11.1.1, NZXR
    has considered that:
    a. NZXR will have the opportunity to review and approve the Offer Document so
    as to ensure that the level of disclosure to prospective bondholders of the
    Transfer Restrictions is sufficient;
    
    b. the Transfer Restrictions will alleviate the cost and administrative
    burden incurred in situations where there are many holdings of a smaller size
    or there is trading of Bond holdings of less than $1,000; and
    
    c. NZXR has previously granted waivers from Rule 11.1.1 in respect of issues
    of debt securities, including a previous waiver granted to WIA in respect of
    its WIA010 Fixed Rate Bonds on 1 December 2008.  Other similar waivers have
    been granted to:
    (i) Z Energy Limited on 17 June 2011; and
    (ii) Fonterra Co-operative Group Limited on 17 March 2010.
    
    Confidentiality
    
    13. WIA has requested that NZXR keep this waiver confidential until the Offer
    Document in respect of the offer of Bonds is registered.
    14. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants WIA's request
    for confidentiality.
    
    ENDS.
    End CA:00242231 For:WIA    Type:WAV/RULE   Time:2013-10-10 17:21:00
    				
 
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