Monday, 26 February 2018

Announcement

WAV/RULE: AFT: Waiver from NZX Main Board Listing Rule 5.2.3

20 Dec 2017 12:26NZX
NZX Regulation Decision
AFT Pharmaceuticals Limited ("AFT")
Waiver from NZX Main Board Listing Rule 5.2.3

20 December 2017

Waiver from Rule 5.2.3
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the
basis that the information provided by AFT is complete and accurate in all
material respects, NZXR grants AFT a waiver from Rule 5.2.3 in respect of its
Shares for a period of 12 months to the extent this Rule requires AFT to have
at least 25% of its Shares held by Members of the Public holding at least a
Minimum Holding.

2. The waiver in paragraph 1 above is provided on the conditions that:

a. NZXR receives an undertaking from the AF Trust that it will not
increase its holding of Shares during the term of the waiver, otherwise than
as a result of an allotment pursuant to an offer or issue of Shares that is
made pro-rata to all AFT shareholders;

b. at least 10% of the Shares are held by more than 500 Members of the
Public, with each Member of the Public holding at least a Minimum Holding;

c. AFT clearly and prominently discloses this waiver, its conditions,
and its implications in AFT''s half year and annual reports, and in any Offer
Documents relating to any offer of shares undertaken by AFT, during the
period of the waiver;

d. AFT consistently monitors the total number of Members of the Public
holding Shares and the percentage of Shares held by Members of the Public
holding at least a Minimum Holding;

e. AFT notifies NZXR as soon as practicable if there is any material
reduction to the total number of Members of the Public holding at least a
Minimum Holding of Shares, and/or the percentage of Shares held by Members of
the Public holding at least a Minimum Holding;

f. AFT provides NZXR with a written quarterly update of the total number
of Members of the Public holding Shares holding at least a Minimum Holding
and the percentage of Shares held by Members of the Public holding at least a
Minimum Holding. The quarterly updates are from the date the waiver is
granted, for the period of the waiver. The updates are to be provided to NZXR
within ten business days of the end of each quarter; and

g. AFT provides NZXR, with the second quarterly update provided under
paragraph 2(f), an update on the proposed initiatives AFT intends to
undertake to materially increase the percentage of Shares held by Members of
the Public before the expiry of the waiver.

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 Rule to which this decision relates is set out in Appendix Two to
this decision.

5. Capitalised terms that are not defined in the decision have the
meanings given to them in the Rules.

Reasons
6. In coming to the decision to provide the waiver set out in paragraph
1 above, NZXR has considered that:

a. the purpose of Rule 5.2.3 is to promote a liquid market which is
important to ensure efficient price setting and to enable shareholders to
trade. Since listing on 22 December 2015, the number of Members of the Public
holding at least a minimum holding in Shares has increased;

b. the 2016 Waiver and its implications were disclosed in AFT''s half
year and annual reports for its 2017 financial year, and in all offer
documents relating to the offer of shares. As such, investors have continued
to apply for and trade Shares on a fully informed basis as to the spread of
the Shares;

c. all of the Shares that were subject to the Escrow Arrangements at the
time of the 2016 Waiver have now been released from escrow, so that they are
free to be traded. This significantly increases the quantity of Shares that
are able to be held by Members of the Public;

d. the condition in paragraph 2(c) above will provide access to
information about this waiver and its implications for those wishing to trade
in, or accept any offer of, shares during the period of this waiver;

e. the conditions contained in paragraphs 2(d), (e) and (f) above,
require AFT to monitor the spread of Shares and to provide information that
will allow NZXR to monitor any material changes in AFT''s spread of Shares,
over the period of the waiver;

f. the condition in paragraph 2(g) ensures AFT actively considers its
spread of Shares held by Members of the Public and ensuring that it
endeavours to meet its spread requirements under the Rules;

g. NZXR will have the opportunity to reconsider the waiver in 12 months.
Should the percentage of Shares held by Members of the Public holding at
least a Minimum Holding drop below 10%, NZXR will have the opportunity to
reconsider this waiver; and

h. there is precedent for this decision.

Appendix One

1. AFT Pharmaceuticals Limited (AFT) is a Listed Issuer with ordinary
shares (Shares) Quoted on the NZX Main Board.

2. On 21 December 2015, NZXR granted AFT a waiver from the requirements
of NZX Main Board Listing Rule (Rules) 5.2.3 in respect of its Shares for a
period of 12 months from Quotation (Original Waiver). A summary of the
Original Waiver and its implications were included in the Offering Document
for the initial public offering of Shares (the IPO).

3. On 21 December 2016, NZXR granted AFT a further waiver from the
requirements of Rule
5.2.3 in respect of its Shares for a period of 12 months, expiring 21
December 2017 (2016 Waiver).

4. As at 28 November 2017, there were 912 Members of the Public, holding
approximately 11.7% of Shares on issue. AFT, therefore, does not meet the
requirement that 25% of its Shares are held by Members of the Public as per
Rule 5.2.3. AFT has sought a waiver in respect of this element of the Rule.

5. The Atkinson Family Trust (AF Trust) and funds managed by entities
related to CRG, a US-based investment management firm (the CRG Funds), are
the principal shareholders of AFT. As at 30 November 2017, the AF Trust and
CRG Funds together hold 88.3% of the Shares.

6. In connection with the IPO, the AF Trust, the CRG Funds and a number
of directors and senior managers of AFT were party to escrow agreements with
AFT (together the Escrow Arrangements), which prevented those persons from
trading their Shares for the term of those agreements, that expired on 25 May
2017. As a result of the release of these Shares from escrow, an additional
71.98% (70,046,535) of the Shares, are freely tradeable on the NZX Main Board
since the 2016 Waiver was granted.

Appendix Two
Rule 5.2.3

5.2.3  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:00312237 For:AFT    Type:WAV/RULE   Time:2017-12-20 12:26:34
Views: 135
AFT Pharmaceuticals Limited
 2.600 Change:
0.00
0.00%
 
Open:2.600 
High:2.600 
Low:2.600 
Volume:0 
Last Traded:07/02/18 09:10:21 
Bid:2.420 
Ask:2.590 
52-Wk High:2.900 
52-Wk Low:2.160