Wednesday, 15 August 2018

Announcement

WAV/RULE: SRF: SRF - Waiver from NZX Main Board Listing Rule 9.2.1

12 Jan 2018 10:27NZX
NZX Regulation Decision
Senior Trust Retirement Village Listed Fund (NS) ("SRF")
Application for a waiver from NZX Main Board Listing Rule 9.2.1

28 December 2017

Waiver from NZX Main Board Listing Rule 9.2.1

Decision

1. Subject to the conditions set out in paragraph 2 below, and on the basis
that the information provided by SRF is complete and accurate in all material
respects, NZXR grants SRF a waiver from NZX Main Board Listing Rule (Rule)
9.2.1, to the extent that SRF would be required to obtain unitholder approval
to enter into the Transaction.

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

(a)  the Manager certifies to NZXR that:

i. the Transaction has been entered into and negotiated on an arm''s length
commercial basis; and

ii. in its opinion, entry into the Transaction is fair and reasonable to, and
in the best interests of, SRF and its unitholders who are not related to, or
Associated Persons of, Portfolio E or the Manager;

(b) the waiver, its conditions, and implications are disclosed in SRF''s next
half-year report and annual report; and
(c) the waiver, its conditions, and its implications are disclosed in any
Offer Document from no later than 31 January 2018 and then for the duration
of the term of the Loans.

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 Rules to which this decision relates are set out in Appendix Two to
this decision.

5. Capitalised terms which have not been defined in this 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) Rule 9.2.1 seeks to regulate transactions where a Related Party to a
Material Transaction may gain favourable consideration due to their
relationship with the Issuer. NZXR may waive the requirement to obtain
approval of a Material Transaction if it is satisfied that the involvement of
any Related Party is plainly unlikely to have influenced the promotion of, or
the decision to enter into, the transaction. The granting of this waiver will
not offend the policy behind Rule 9.2.1;

(b) SRF has submitted, and NZXR has no reason not to accept, that the Related
Parties are plainly unlikely to have influenced entry into or the terms of
the Transaction, as:
i. SRF''s Master Trust Deed governs entry into Related Party Transactions. The
Manager, on behalf of SRF, is prohibited from entering into transactions with
a Related Party, unless the transaction is on a normal commercial arm''s
length basis, or better from SRF''s perspective. Accordingly, the Manager must
be satisfied that the Transaction satisfies this criterion;

ii. prior to completion of the Transaction, the Manager will determine that
none of the Portfolio E loans are impaired, to ensure that Portfolio E does
not gain favourable consideration due to its relationship with SRF or the
Manager;

iii. the consideration to be paid by SRF to Portfolio E for the acquisition
of the loans shall be no more that the total amount owing to Portfolio E
under the loans on settlement date and must be an amount that the Manager
would be deem to represent an arm''s length transaction permitted under
section 174(a)(i) of the Financial Markets Conduct Act 2013; and

iv. the Manager has notified, and received consent from, SRF''s statutory
supervisor for the Transaction;

(c) the certifications provided by the Manager under condition 2(a) of the
waiver provide comfort that the Transaction will be negotiated, and entered
into, on an arm''s length commercial basis; and

(d) there is precedent for this decision.

Confidentiality

7. SRF has requested that this application and any decision be kept
confidential until an announcement of the Transaction is released to the
market.

8. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants SRF''s request.

Appendix One

1. Senior Trust Retirement Village Listed Fund (NS) (SRF) is a Listed Issuer
with units Quoted on the NZX Main Board.

2. SRF invests by making secured loans to retirement villages and aged care
operators. SRF''s manager, Senior Trust Management Limited (Manager), must
make investment decisions on behalf of SRF in accordance with SRF''s statement
of investment policies and objectives, as set out in SRF''s Master Trust Deed
and Establishment Deed (SRF''s Deeds).

3. SRF currently has co-lending arrangements in place with Portfolio E of the
Senior Trust Retirement Village Fund (Portfolio E) (which is also managed by
SRF''s Manager).  SRF was granted waivers from NZX Main Board Rule (Rule) 9.2
by NZX Regulation (NZXR) in November 2015 to allow for entry into the
co-lending arrangements with Portfolio E.

4. SRF co-lends with Portfolio E to the borrowers in accordance with a
security sharing deed (the Loans). The Loans are made on behalf of SRF by the
Supervisor, on the Manager''s direction.

5. The Portfolio E fund has an upcoming maturity date. Prior to that
maturity, SRF is proposing to purchase all outstanding Loans owed to
Portfolio E (Portfolio E Loans) under the co-lending arrangements, and
transfer Portfolio E unitholders to SRF units should they select this option
(Transaction).

6. This series of transactions, following confirmation that none of the
Portfolio E Loans are impaired, will include:

(a) Portfolio E, on behalf of some of its unitholders who have selected to
use their redemption proceeds from Portfolio E, will pay those proceeds
towards an investment in SRF units for those holders (Initial Transferring
Unitholders). The payment from Portfolio E will be made following payment to
those Portfolio E unitholders who did not select to invest in SRF, using the
remaining funds in Portfolio E''s bank account.

(b) following the receipt of funds for the Initial Transferring Unitholders,
SRF will:

i. issue units in SRF directly to those holders; and

ii. utilise those funds to purchase the Portfolio E Loans (and their
corresponding security); and

(c) following receipt of funds from SRF at (b)(ii) above, Portfolio E will:

i. transfer and assign the Portfolio E Loans to SRF; and

ii. on behalf of its remaining unitholders who have selected to use their
redemption proceeds, pay those proceeds towards an investment in SRF units
for those holders (Final Transferring Unitholders). The purchase of these SRF
units will occur following the receipt of funds for the purchase of Portfolio
E Loans. SRF will issues those units to the Final Transferring Unitholders
directly.

7.  For the purposes of Rule 9.2.1, there is Related Party relationship
because:

(a) Portfolio E and SRF have the same Directors and they have the same
Manager;

(b) Portfolio E and SRF are arguably acting jointly or in concert as part of
their co-lending arrangements; and

(c) The Manager, on behalf of SRF may enter into co-lending arrangements with
the manager of Portfolio E on its behalf.

8. The Transaction is considered a related series of transactions pursuant to
Rule 9.2.1. Portfolio E will be a direct or indirect party to at least one of
the transactions in the series. It is likely the Transaction will be a
Material Transaction, exceeding 10% of SRF''s Average Market Capitalisation.

Appendix Two

9.2   Transactions with Related Parties
9.2.1 An Issuer shall not enter into a Material Transaction if a Related
Party is, or is likely to become:
(a) a direct or indirect party to the Material Transaction, or to at least
one of a related series of transactions of which the Material Transaction
forms part; or

(b) in the case of a guarantee or other transaction of the nature referred to
in paragraph (d) of the definition of Material Transaction, a direct or
indirect beneficiary of such guarantee or other transaction,

unless that Material Transaction is approved by an Ordinary Resolution of the
Issuer.
End CA:00312996 For:SRF    Type:WAV/RULE   Time:2018-01-12 10:27:29
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