Waiver from NZX Main Board Listing Rule 5.2.3

NZX Regulation Decision
CDL Investments New Zealand Limited (CDI)
Application for waiver from NZX Main Board Listing Rule
5.2.3







20 March 2017

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Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis that the information
provided by CDL Investments New Zealand Limited (
CDI
)

is complete and accurate in all
material respects, NZX Regulation (
NZXR
) grants CDI a waiver from Rule 5.2.3 in respect of its
ordinary shares for a period of twelve months to allow CDI to have fewer than 25% of its
ordinary shares held by Members of the Public.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. CDI clearly and prominently discloses this waiver, its conditions, and its implications in
CDI’s half-year and annual reports, and in any offer documents relating to any offer of
shares undertaken by CDI, during the period of the waiver;
b. CDI notifies NZXR as soon as practicable if there are any material changes to the
percentage of ordinary shares held by Members of the Public; and
c. CDI consistently monitors the percentage of shares held by Members of the Public
and provides NZXR with a written quarterly update of the percentage of shares held by
Members of the Public. The quarterly updates are from the date the waiver is granted,
for the period of the waiver. The updates are to be provided to NZXR within ten
business days of the end of each quarter.
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.
Reasons
5. In coming to the decision to provide the waiver set out in paragraph 1 above, NZXR has
considered 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. NZXR previously granted a waiver from Rule 5.2.3 to CDI in March 2016 (
2016
Waiver
) for a period of 12 months, which allowed for Members of the Public to hold
less than 25% of CDI’s ordinary shares;
c. as at 28 February 2017, CDI has approximately 2,793 shareholders who are Members
of the Public, holding approximately 23.2% of the ordinary shares. NZXR has
considered CDI’s trading data over the period of the 2016 Waiver, and is satisfied that
CDI will maintain a spread of security holders which is sufficient to ensure a liquid
market;
d. CDI meets the requirement that 500 Members of the Public hold at least a Minimum
Holding;
e. in the absence of a waiver from Rule 5.2.3, CDI would be unable to comply with Rule
5.2.3 and could not continue to quote the ordinary shares. CDI submits, and NZXR
has no reason not to accept, that compliance with Rule 5.2.3 is outside of the control
of CDI and its Directors;

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f. holders of the ordinary shares will not be disadvantaged by the granting of the waiver.
Further, CDI has submitted, 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;
g. 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;
h. the conditions contained in paragraphs 2(b) and (c) above will ensure that NZXR is
able to monitor any material changes in CDI’s spread over the period of the waiver;
i. the waiver is granted for a period of twelve months. This gives NZXR the opportunity to
reconsider the spread of the ordinary shares in twelve months’ time if CDI considers a
waiver is still required; and
j. there is precedent for this decision.

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Appendix One
1. CDL Investments New Zealand Limited (
CDI
) is a Listed Issuer with ordinary shares
Quoted on the NZX Main Board.
2. On 22 March 2016, CDI was granted a waiver for a period of twelve months from Rule
5.2.3 in respect of its ordinary shares, allowing CDI to have fewer than 25% of the
ordinary shares held by Members of the Public.
3. As at 28 February 2016, CDI has approximately 2,797 shareholders who are Members
of the Public holding 23.2% of the ordinary shares.
4. CDI has applied to renew the 2016 Waiver in respect of their ordinary shares for a period
of twelve months.

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Appendix Two
Rule 5.2 Quotation of Securities

Rule 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.