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