Application for Waiver in relation to NZSX Listing Rule
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Dairy Equity Limited (DEL) | 8:27 am, Tuesday 5 August 2008 | DEL | 0.230 |
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(-4.17%) |
4 August 2008
NZX Regulation Decision
Dairy Equities Limited ("DEL")
Application for Waiver in relation to NZSX Listing Rule 7.12.2
Background
1. Dairy Equities Limited ("DEL") is listed on the NZSX market.
2. DEL is in the process of returning capital of $28.9 million to investors
via a repurchase and cancellation of shares.
3. On 17 April 2008 the High Court approved a return of capital ("ROC") to
shareholders in DEL. The High Court decision set a timetable for the return
of the $28.9 million capital to shareholders in two tranches. The first
repayment of $22.8 million occurred on 30 April 2008 and the second repayment
of $6.1 million is scheduled to occur on 15 August 2008.
4. NZSX Rule 7.12.2 requires an issuers to give at least 10 Business Days
notice of a Record Date in regard to a benefit to be distributed or paid to
shareholders.
5. The Record Date for the second payment has been set for 11 August 2008,
and the payment is scheduled to be made on 15 August 2008.
6. DEL gave notice of the Record Date on 1 August 2008, 6 Business Days
before the Record Date for the
second ROC payment.
Application
7. DEL has approached NZX Regulation ("NZXR") seeking a waiver from the
requirement under NZSX Listing Rule 7.12.2 to provide notice at least 10
Business Days prior to the Record Date for the payment of the benefit.
8. DEL makes the following submissions in support of its application:
(a) The market has remained at all times well informed of the proposed timing
and terms for the second ROC payment.
(b) As the High Court approval set the timeframe for the ROC, DEL were unable
to change the date for payment to a later date. In order for DEL's registry
to be able to complete payment on the date prescribed by the High Court order
the record date was required to be set not later than 11 August 2008.
(c) An appendix 7 form was released to market on 1 August 2008, which fully
detailed the payment.
Rules 7.12.2
9. Rule 7.12.2 provides:
7.12.2 Notification: Where any benefit is to be paid or distributed on
Quoted Securities (including dividends, interest or bonus issues) or any
Conversion of Securities or call on Securities is to take place, the Issuer
shall give to NZX, forthwith after any Director's recommendation and at least
10 Business Days before the Record Date to determine entitlements or
obligations, full details of the benefit, Conversion or call, including the
information in the table below.
That information shall be supplied in the form set out in appendix 7.
Decision
10. On the basis that the information provided to NZXR is full and accurate
in all material respects, NZXR grants DEL a waiver from the requirement in
Rule 7.12.2 to provide NZX with an appendix 7 notice 10 Business Days before
the Record Date in relation to the ROC.
Reasons
11. In coming to the decision to NZXR has considered that:
(a) The purpose of Rule 7.12.2 is to ensure that the market is provided with
sufficient notice of information about a proposed benefit or distribution,
before the Record Date for that benefit or distribution occurs. DEL had
released a number of announcements to the market about the proposed ROC. The
market was therefore well informed of the proposed ROC and the timetable for
the payments, and will not be disadvantaged by the shortened notice period.
(b) An appendix 7 notice was provided to NZX and released to the market on 1
August 2008. This will allow the market 6 Business Days notice of the
precise timetable and Record Date for the ROC.
(c) Given that the timing for the ROC was set by the High Court approval, DEL
were not in a position to control or amend the timetable for the second
payment under the ROC.
(d) There is precedent for the granting of a waiver in these circumstances in
the decision made by NZXR to provide a waiver to Jasons Travel Media Limited
on 25 October 2007.
ENDS
