NZX Regulation Decision
GeoOp Limited (“GEO”)
Waivers from NZX Main Board Listing Rules 5.1.1, 5.1.2(e), 5.1.2(i), 5.2.1, 5.2.2(b), 5.2.2(c), 5.2.2(d) and 5.2.2(f)
Rulings from NZX Main Board Listing Rules 3.3.3(a), 3.3.6, 3.3.10, 3.3.14, 3.3.15, 3.5.1, 6.1.1, 7.3.1(a), 7.3.3(c), 7.3.5, 7.3.6, 7.3.8, 7.3.9, 7.3.10, 7.6.1, 7.6.4, 7.6.5, 10.4.4, 10.4.5(g), 10.4.5(m), 10.4.8, 11.1.5,
11.2.2 and 11.2.4(b)
28 November 2017
Background
1. The information on which this decision is based is set out in Appendix One to this decision. The waivers will not apply if that information is not, or ceases to be, full and accurate in all material respects.
2. The Rules to which these decisions relate are set out in Appendices Two and Three.
3. Capitalised terms that are not defined in these decisions have the meanings given to them in the Rules, unless the terms are not defined in the Rules, in which case they shall have the meanings given to them in the NZAX Listing Rules or in the NZX Main Board Rules as the context requires.
Waivers from Main Board Listing Rules 5.1.1, 5.1.2(e), 5.1.2(i), 5.2.1, 5.2.2(b), 5.2.2 (c), 5.2.2(d) and 5.2.2(f)
Decision
4. Subject to the conditions in paragraph 5 below, NZXR grants GEO waivers from:
a. Rules 5.1.1 and 5.2.1, to the extent that those Rules require that an applicant submitting an application for Listing and Quotation of a Class of Securities submit that application through a Primary Market Participant acting as an Organising Participant;
b. Rules 5.1.2(e), 5.1.2(i), 5.2.2(d) and 5.2.2(f) in their entirety;
c. Rule 5.2.2(b), to the extent that the Rule requires that an application for Quotation by an applicant under Rule 5.2.1 be submitted with evidence that the Primary Market Participant has sought assurance from NZX that Authority to Act has not been withdrawn in respect of Securities for which Quotation is sought; and
d. Rule 5.2.2(c), to the extent that the Rule requires a draft Offering Document, Prospectus or Profile to be provided in respect of any Securities then on issue for which Quotation is sought.
5. The waiver set out in paragraph 4 above is provided on the conditions that:
a. GEO makes an application for Listing and Quotation in accordance with the Rules as modified by the waivers granted; and
b. GEO makes no offer of a Class of Securities that is not Quoted on the NZAX together with the application for Migration to the NZX Main Board.
Reasons
6. In coming to the decision to provide the waivers set out in paragraph 4 above, NZXR has considered that:
a. Rules 5.1.1, 5.2.1 and 5.2.2(b) generally require that new Listings and Quotations are made through a Primary Market Participant, in order to help new Issuers prepare for Listing and Quotation and assist Issuers with any public offer being made. The granting of this waiver will not offend the policy behind Rule 5.1.1, 5.2.1 and 5.2.2(b);
b. GEO is already Listed, and seeks with its shares Quoted on the NZAX and seeks to Migrate the Quotation of its Shares to the NZX Main Board. There will be no public offer of a new Class of Securities associated with the application;
c. imposing the requirement that the application for Listing and Quotation be submitted through a Primary Market Participant would provide no benefit to the GEO’s security holders, the market as a whole, or NZX;
d. the matters set out in Rules 5.1.2(i), 5.2.2(c), 5.2.2(d) and 5.2.2(f) are largely administrative in the context of the Migration and therefore enforcing these requirements would provide no benefit to GEO’s security holders, the market as a whole, or NZX; and
e. there is precedent for this decision.
Rulings in relation to Main Board Listing Rules as listed in Appendix Two
Decision
7. A number of Rules refer to matters done under other Rules, which means GEO may not be able to comply with the Rules in respect of these matters, notwithstanding that the equivalent NZAX Listing Rules have been complied with. NZXR therefore grants a ruling that matters undertaken under certain NZAX Listing Rules as set out in the table in Appendix Two are deemed to have been undertaken under the equivalent Rules.
Appendix One
1. GeoOp Limited (GEO) is a Listed Issuer with ordinary shares (Shares) Quoted on the NZAX Market (NZAX).
2. GEO has applied to NZX Regulation (NZXR) to migrate the Quotation of its Shares from the NZAX to the NZX Main Board (Migration).
3. On 29 November 2017, GEO released an announcement in respect of the Migration.
4. GEO intends to commence the quotation of its Shares on the NZX Main Board on or around 13 December 2017, subject to meeting all of NZXR’s requirements.
5. As GEO is already Listed, with its Shares Quoted on the NZAX, GEO proposes only to migrate the Listing and Quotation of its Shares from the NZAX to the NZX Main Board. There is no public offer associated with the Migration.
6. NZXR considers that the waivers and the rulings adequately balance the interests of GEO, and the protections for its Security holders and, other than the waivers of the Rules granted in this decision, GEO will be required to fully comply with the Rules in all other respects.
Appendix Two: please see attached
Appendix Three
NZX Main Board Listing Rules
Rule 5.1 Listing
5.1.1 Any person may apply to NZX for Listing either:
(a) with NZX as the Home Exchange; or
(b) with a Recognised Stock Exchange as the Home Exchange, if that person is domiciled or incorporated outside New Zealand and listed on a Recognised Stock Exchange (an “Overseas Listed Issuer”); or
(c) as a Dual Listed Issuer.
Application shall be made through a Primary Market Participant acting as Organising Participant.
5.1.2 The following information and material shall be submitted with an application under Rule 5.1.1:
[…]
(e) a copy of the applicant’s certificate of incorporation or commensurate document for the Issuer’s entity (if applicable); and
[…]
(i) copies of annual reports for the last five years, if available; and
[…]
Rule 5.2 Quotation of Securities
5.2.1 An Issuer, or applicant for Listing, may apply to NZX for a Class or Classes of its Securities to be Quoted on the NZSX or NZDX. Separate application must be made for each Class of Securities, through a Primary Market Participant acting as Organising Participant, except that the application need not be made through an Organising Participant in the case of an application to Quote a Class of Securities where the Securities to be Quoted are rights to Securities that are already Quoted.
5.2.2 The following information and material shall be submitted with an application under Rule 5.2.1:
[…]
(b) evidence that the Primary Market Participant has sought assurance from NZX that Authority to Act has not been withdrawn in respect of Securities for which Quotation is sought or a certificate is provided under Rule 7.4 of the NZX Participant Rules (whichever is applicable); and
(c) a draft Offering Document, Prospectus, or Profile in respect of the Securities (which shall include, without limiting any other provision of the Rules, the timetable required by Rule 7.1.5(b)); and
(d) any Advertisement that is proposed to be issued before the date of Quotation in respect of the Securities; and
[…]
(f) details of proposed arrangements to ensure that persons subscribing for the Securities in the offer have an opportunity to trade on Quotation of the Securities.