NZX Regulation Decision Auckland International Airport Limited Application
for waiver from NZSX Listing Rule 7.11.1
Background
1. Auckland International Airport Limited ("AIA") is listed on the NZSX
market.
2. AIA intends to adopt a dividend re-investment plan ("DRP").
3. Under the terms of the DRP, applications to participate are required
to be submitted by the Record Date for the relevent dividend.
4. The price at which shares will be issued under the DRP is the volume
weighted average price calculated over a period of 5 trading days immediately
following the Record Date, less any discount determined by the Board of AIA.
5. NZSX Listing Rule 7.11.1 ("Rule") requires AIA to proceed to
allotment within 5 Business Days after the latest date on which applications
for Securities close, i.e. the Record Date in the case of the DRP. However,
in respect of the DRP, this leaves insufficient time for allotment as the
price of shares to be issued under the DRP cannot be determined until the
expiry of those 5 Business Days.
Application
6. AIA has applied for a waiver from the requirement in Rule 7.11.1 to
proceed with an allotment of Securities within 5 Business Days after the
latest date on which applications for Securities close, with respect to
shares issued under the DRP.
7. In support of the application AIA submits that:
(a) it seems unnecessary to require DRP shares to be allotted any earlier
than payment of the dividend;
(b) if the waiver sought is not granted, the proposed DRP could not
operate as it is intended. The price for the shares to be issued under the
proposed DRP is set based on the trading price of AIA shares for a specified
trading period after the relevant Record Date;
(c) there is precedent for the waiver sought: similar waivers were
granted by NZXR to ING Property Trust on 14 September 2006, Macquarie Goodman
Property Trust on 17 August 2006, ING Medical Properties Trust on 15 August
2008 and to Freightways Limited on 13 August
2009.
Rule
8. Rule 7.11.1 provides that: An Issuer making an issue shall proceed to
allotment within five Business Days after the latest date on which
applications for Securities close.
Decision
9. On the basis that the information provided to NZXR is full and
accurate in all material respects, NZXR grants AIA a waiver from Rule 7.11.1
with respect to shares allotted under the DRP on the following condition that
AIA allots shares pursuant to the DRP on the same day that dividends are paid
to shareholders who do not elect to participate in the DRP.
Reasons
10. In coming to the decision to grant AIA a waiver from Rule 7.11.1 NZXR
has considered the following matters:
(a) Unlike an IPO, allotment pursuant to a DRP is not linked to the
closing of the offer.
(b) The condition in paragraph 9 gives effect to NZX''s policy of ensuring
that subscribers have the benefit of their investment without inappropriate
delays. Accordingly, no shareholders will be prejudiced by the granting of
this waiver.
(c) There is precedent for this decision in the waivers granted by NZXR
to ING Property Trust on 14 September 2006, Macquarie Goodman Property Trust
Limited on 17 August 2006, ING Medical Properties Trust on 15 August 2008 and
to Freightways Limited on 13 August 2009.
Publication
11. AIA has requested that its application, and any decision of NZXR, be
kept confidential until the DRP is announced by AIA. NZXR grants this request
in accordance with the policy contained in footnote 1 to Rule 1.11.2.
ENDS
End CA:00191998 For:AIA Type:WAV/RULE Time:2010-03-03:08:30:28