NZX Regulation Decision
Millennium & Copthorne Hotels New Zealand Limited (MCK)
Application for waiver from NZX Main Board Listing 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 Millennium & Copthorne Hotels New Zealand
Limited (MCK) is complete and accurate in all material respects, NZX
Regulation (NZXR) grants MCK a waiver from Rule 5.2.3 in respect of its
Ordinary Shares for a period of twelve months from 13 April 2017 to allow MCK
to have fewer than 25% of the Ordinary Shares held by at least 500 Members of
the Public holding at least a Minimum Holding.
2.The waiver in paragraph 1 above is provided on the conditions that:
a.MCK clearly and prominently discloses the waiver, its conditions, and the
implications in its half-year and annual reports;
b.MCK consistently monitors the total number of Members of the Public holding
Ordinary Shares and the percentage of Ordinary Shares held by Members of the
Public holding at least a Minimum Holding and provides NZXR with quarterly
updates with this information from the date the waiver is granted during the
period of the waiver, such updates to be provided to NZXR within ten business
days of the end of each quarter; and
c.MCK notifies NZXR as soon as practicable if there are any material changes
to the total number of Members of the Public holding Ordinary Shares, and/or
the percentage of Ordinary Shares held by Members of the Public.
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 that are not 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, MCK has submitted, and NZXR has no reason not to accept, 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;
b.based on the current shareholding, spread and the level of trading over the
previous year, NZXR is satisfied that MCK will maintain a spread of security
holders which is sufficient to ensure a liquid market;
c.in the absence of a waiver from Rule 5.2.3, MCK would be unable to comply
with Rule 5.2.3 and could not continue to quote the ordinary shares;
d.holders of the Ordinary Shares will not be disadvantaged by the granting of
the waiver. Further, MCK submits, and NZXR has no reason not to accept, that
it is in the best interests of holders of the ordinary shares to allow the
ordinary shares to remain Quoted on the basis that the holders will remain
entitled to the protections afforded by the Rules, and a constitution that
reflects those protections;
e.the condition contained in paragraph 2(a) above will provide access to
information for both existing holders of the Ordinary Shares, as well as
those wishing to trade in the Ordinary Shares, of this waiver and its
implications for the Ordinary Shares;
f.the condition contained in paragraph 2(b) and (c) above will ensure that
NZXR is able to monitor any material changes in MCK''s spread over the period
of the waiver;
g.the waiver is granted for a period of 12 months. This gives NZXR the
opportunity to reconsider the spread of the Ordinary Shares in 12 months''
time if MCK considers a waiver is still required; and
h.there is precedent for this decision.
Appendix One
1.Millennium & Copthorne Hotels New Zealand Limited (MCK) is a Listed Issuer
with Ordinary Shares and Preference Shares Quoted on the NZX Main Board.
2.In 2015, MCK was granted a waiver from the requirement in Rule 5.2.3 to
have fewer than 25% of its Ordinary Shares held by at least 500 Members of
the Public holding at least a Minimum Holding (2015 Waiver).
3.The 2015 Waiver was required as one of the substantial shareholders of
MCK''s Ordinary Shares, Aberdeen Asset Management Asia Limited (Aberdeen),
could no longer be considered a Member of the Public under the Rules on the
basis that Aberdeen held more than 10% of the Ordinary Shares in MCK. As at
14 January 2017 Aberdeen holds 10.7% of the Ordinary Shares on Issue.
4.In 2016 a further Waiver was granted for a period of 12 months, expiring on
April 14 2017.
5.As at 14 January 2017, a total of 1427 Members of the Public held 19.1% of
the Ordinary Shares on issue, with approximately 10 custodians and nominees
holding Ordinary Shares.
6.MCK has applied for a further Waiver from Rule 5.2.3 in respect of the
Ordinary Shares for 12 months from 13 April 2017.
Appendix Two
Rule 5.2 Quotation of Securities
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:00299852 For:MCK Type:WAV/RULE Time:2017-04-13 10:06:26