20 Jul 2016, 08:31AM | WAV/RULE
NZX Regulation Decision
Marlborough Wine Estates Group Limited (“MWE”)
Application for a waiver from Rule 49 of the NXT Market Rules
19 July 2016
Waiver from NXT Market Rule 49
Decision
1. On the basis that the information provided by MWE is complete and accurate in all material respects, NZX Regulation (NZXR) grants MWE a waiver from Rule 49 in respect of the period ending 30 June 2016, to the extent that this provision would otherwise require MWE to report its performance against the annual target for each key operating milestone quarterly by releasing a Business Update within 20 business days after the end of the quarter that meets the requirements prescribed by procedure and in the form set out in Template for Rule 49.
2. The waiver in paragraph 1 above is provided on the condition that MWE releases a short-form announcement setting out its performance against the key operating milestones for the period ending 30 June 2016, in the form contemplated by section 2 of the Business Update Template, by close of trading 28 July 2016.
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 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 behind Rule 49 is to provide shareholders and investors with regular, targeted reporting on a NXT company’s performance and operations. NZXR considers the granting of this waiver will not offend the policy behind Rule 49, as MWE listed on 30 June 2016. As such, the market has recently been provided with up-to-date information about MWE’s performance and operations through MWE’s Listing Document, which was dated 30 June 2016;
b. the condition in paragraph 2 requires that MWE report its performance against its key operating milestones for the period ending 30 June 2016 in a short form announcement. The market will therefore receive timely information about MWE’s performance against the key operating milestones set out in its Listing Document; and
c. Rule 49 contemplates a situation where a NXT company is reporting on its performance and operations over the quarterly period. MWE was only listed on the last day of the quarter, and all information for that quarter is included in the Listing Document. NZXR therefore considers that requiring compliance with Rule 49 for such a limited period would be disproportionately onerous, and that granting a waiver in this instance is appropriate.
Appendix One
1. Marlborough Wine Estates Group Limited (MWE) listed on the NXT Market on 30 June 2016.
2. As required by Rule 2 of the NXT Market Rules (Rules), MWE issued a listing document dated 30 June 2016 (Listing Document).
3. The Listing Document contains information about the company’s performance and operations as at 30 June 2016.
4. Rule 49 requires a NXT company to provide a report containing general commentary and a review of the company’s performance and operations over the past quarter and include a description of any major changes or developments that have, or will have, a key effect on the NXT company’s and / or the group’s business, or stated strategy and plans (Business Update).
Appendix Two
Business updates
49. A NXT company must report performance against the annual target for each key operating milestone quarterly by releasing a business update within 20 business days after the end of each quarter that meets the requirements prescribed by procedure, in the form set out in template. Nothing in these rules limits the information that may be included in a business update.
Attachments