Waiver from NZX Debt Market Listing Rule 7.11.1

NZX Regulation Decision Summerset Group Holdings Limited ("SUM") Application for waiver from NZX Debt Market Listing Rule 7.11.1 31 August 2018 Waiver from Rule 7.11.1 Decision 1. Subject to the conditions in paragraph 2 below, and on the basis that the information provided by SUM is complete and accurate in all material respects, NZXR grants SUM a waiver from Rule 7.11.1 in respect of the SUM020s, to the extent that this Rule would otherwise require SUM to allot the SUM020s within five Business Days after the latest date on which applications for the SUM020s close. 2. The waiver in paragraph 1 above is provided on the conditions that: a. SUM allots the SUM020s no later than six Business Days after the latest date on which applications for the SUM020s close; and b. SUM clearly and prominently discloses this waiver in the Terms Sheet for the SUM020s. 3. The information on which this decision is based is set out in Appendix One. 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. 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, NZXR has considered that: a. the policy of Rule 7.11.1 is to ensure that, where application monies have been submitted, subscribers obtain the benefit of their investment without undue delay. The granting of this waiver will not offend the policy behind Rule 7.11.1; b. SUM has submitted, and NZXR has no reason not to accept, that bringing the allotment date forward is not practicable as it would restrict the time available to firms participating in the Offer to sell down their respective allocations to investors; c. allotting four or five Business Days after the Offer closes on Thursday 20 September 2018 or Friday 21 September 2018 would result in the maturity date for the SUM020s falling on a non-Business Day; d. allotting six Business Days after the Offer closes on Monday 24 September 2018 will avoid the maturity date falling on a non-Business Day in September 2025; e. the conditions of the waiver provide comfort that the impact on investors will be limited to one Business Day. Further, SUM will be required to provide information on the extended allotment period to prospective investors, for the investors to consider before they decide to invest in the SUM020s; and f. there is precedent for this decision. Confidentiality 7. SUM has requested that this application, and NZXR's decision, be kept confidential until the Terms Sheet, and the form of notice to be provided by SUM under clause 20(1)(a) of Schedule 8 of the Financial Markets Conduct Regulations 2014, has been released to the market. 8. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants SUM's request. Appendix One 1. Summerset Group Holdings Limited (SUM) is a Listed Issuer with ordinary shares quoted on the NZX Main Board and SUM010 bonds which mature on 11 July 2023 (SUM010s) quoted on the NZX Debt Market (Debt Market). 2. SUM intends to make a new offer of secured unsubordinated fixed rate bonds (SUM020s) to be quoted on the Debt Market (Offer). 3. The Offer will open on or about 10 September 2018 (Opening Date) and close on or about 14 September 2018 (Closing Date). The joint lead managers of the Offer will conduct a bookbuild on or about 14 September 2018 in order to determine the SUM020s' margin (Bookbuild), which will be used to determine the SUM020s' interest rate (subject to a minimum rate). 4. SUM intends to allot the SUM020s on or about 24 September 2018 (Allotment Date) and Quote the SUM020s on the Debt Market on or about 25 September 2018. The SUM020s will mature on or about 24 September 2025. 5. SUM will release a terms sheet on or prior to the Opening Date, setting out the main terms of the SUM020s (Terms Sheet). 6. NZX Debt Market Listing Rule (Rule) 7.11.1 requires securities to be allotted within five Business Days after the latest date on which applications for Securities close. SUM has sought a waiver from Rule 7.11.1 to structure the Offer so that the Allotment Date is six Business Days after the Closing Date. 7. Subscription monies for the Offer are payable by the holder on allotment of the SUM020s. Appendix Two Rule 7.11 Allotment 7.11.1 An Issuer making an issue of Securities Quoted or to be Quoted (other than Equity Securities issued under Rule 7.3.10) shall proceed to allotment within five Business Days after the latest date on which applications for Securities close. End CA:00323618 For:SUM Type:WAV/RULE Time:2018-09-10 09:36:16