Waiver from NZX Main Board Listing Rule 7.11.1

NZX Regulation Decision
Fletcher Building Limited (“FBU”)
Application for a waiver from NZX Main Board Listing
Rule 7.11.1







16 April 2018

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Waiver from NZX Main Board Listing Rule 7.11.1
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis that the information
provided by FBU is complete and accurate in all material respects, NZXR grants FBU a
waiver from Rule 7.11.1. This is granted to the extent that this Rule would otherwise require
the allotment of New Shares to institutional shareholders in respect of subscriptions
received under the Institutional Entitlement Offer to occur within five Business Days of the
latest date applications may be received under the Institutional Entitlement Offer.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. allotment of New Shares to institutional shareholders occurs 6 Business Days
after the Closing Date for the Institutional Entitlement Offer; and
b. the waiver, its conditions and its implications are disclosed in the Offering
Document for the Offer.
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 Rule to which this decision relates is 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 behind Rule 7.11.1 is to ensure that, where application monies have
been submitted, subscribers obtain the benefit of their investment without undue
delay;
b. this waiver will only affect the settlement for institutional shareholders under the
Institutional Entitlement Offer. Institutional shareholders settle on a delivery
versus payment basis (or on the ASX on the trading day prior to allotment) so
would not be required to submit the subscription money for the relevant shares
until the date the New Shares are allotted under the Institutional Entitlement Offer
(or the trading day prior to allotment for New Shares to be quoted on the ASX).
Accordingly, the institutional shareholders will not be denied the benefit of this
capital for any greater period than would have otherwise been the case, as a
result of this waiver; and
c. FBU has submitted, and NZXR has no reason not accept, that there is a material
risk that the share registry would be unable to complete the required reconciliation
exercises, to effect allotment of the New Shares to certain overseas institutional
shareholders, within 5 Business Days of the latest date applications may be
received, under the Institutional Entitlement Offer.

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Confidentiality

7. FBU has requested that this application and any decision be kept confidential until after the
Offer is disclosed to the market by FBU.
8. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants FBU’s request.

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Appendix One
1. Fletcher Building Limited (FBU) is a Listed Issuer with Ordinary Shares Quoted on the
NZX Main Board.
2. FBU proposes to undertake a capital raising (Offer) by way of a pro-rata offer of new
shares in FBU (New Shares). The Offer will be made in the form of an accelerated pro-
rata entitlement offer (commonly referred to as an AREO) which will be managed and
underwritten by Macquarie Securities (NZ) Limited (the Lead Manager). The Offer is to
be conducted in the following stages:
(a) Institutional Entitlement Offer: An accelerated pro-rata entitlement offer at a
fixed price (Entitlement Price) to institutional shareholders resident in New
Zealand, Australia and various overseas jurisdictions (Eligible Institutional
Shareholders). Institutional shareholders of FBU who are not Eligible Institutional
Shareholders are ineligible overseas institutional shareholders (Ineligible
Institutional Shareholders);
(b) Institutional Bookbuild: New Shares not taken up by Eligible Institutional
Shareholders, along with New Shares in respect of entitlements that would have
been offered to any Ineligible Institutional Shareholders, are offered under a
bookbuild to institutional investors (Institutional Bookbuild). If the price achieved
in the Institutional Bookbuild is higher than the Entitlement Price, the excess will be
shared (on a pro-rata basis) between the institutional shareholders who did not, or
who were not able to, take up their entitlement;
(c) Retail Entitlement Offer: Following completion of the Institutional Bookbuild, a
pro-rata offer of New Shares will be made at the same price and ratio as the
Institutional Entitlement Offer to retail shareholders in New Zealand and Australia
who did not receive an offer under the Institutional Entitlement Offer (Eligible
Retail Shareholders). Retail shareholders of FBU who are not Eligible Retail
Shareholders are ineligible retail shareholders (Ineligible Retail Shareholders);
and
(d) Retail Bookbuild: New Shares not taken up by Eligible Retail Shareholders, along
with New Shares in respect of entitlements that would have been offered to any
Ineligible Retail Shareholders, are offered under a bookbuild to a institutional
investors (Retail Bookbuild). If the price achieved in the Retail Bookbuild is higher
than the Entitlement Price, the excess will be shared (on a pro-rata basis) between
the retail shareholders who did not, or who were not able to, take up their
entitlement.
3. The Institutional Entitlement Offer and Institutional Bookbuild will be conducted
accordance with the following timetable:
a. Trading Halt and Institutional Entitlement Offer opens: 17 April 2018
b. Institutional Entitlement Offer closes: 18 April 2018
(Closing Date)
c. Institutional Bookbuild: 6:30pm 18 April 2018
a - 5:00pm 19 April 2018
d. Record Date: 9:00pm 19 April 2018

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e. Trading Halt Lifted: 20 April 2018
f. Allotment and Quotation of the New Shares: 27 April 2018
4. Overseas institutional shareholders represent a significant component of FBU’s share
register. FBU indicates approximately 60% of its shares are held by offshore institutional
shareholders.
5. FBU has applied to NZX Regulation (NZXR) for a waiver from NZX Main Board Listing
Rule (Rule) 7.11.1 as it has been advised that due to the fact that there would be a
material risk that the share registry would be unable to complete the required
reconciliation exercises for a number of its overseas institutional shareholders to ensure
allotment of the New Shares within the timeframe dictated by the Rule.

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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.