Waiver from NZX Debt Market Listing Rule 7.11.1

NZX Regulation Decision
Property for Industry Limited (“PFI”)
Application for waiver from NZX Debt Market Listing Rule
7.11.1







13 September 2018

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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 PFI is complete and accurate in all material respects, NZXR grants PFI a waiver from Rule
7.11.1 in respect of the PFI020s, to the extent that this Rule would otherwise require PFI to
allot the PFI020s within five Business Days after the latest date on which applications for the
PFI020s close.
2. The waiver in paragraph 1 above is provided on the conditions that:
a. PFI allots the PFI020s no later than six Business Days after the latest date on which
applications for the PFI020s close; and
b. PFI clearly and prominently discloses this waiver in the Terms Sheet for the PFI020s.
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 Rules to which this decision relates are 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 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. PFI 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. proceeding to allotment within five Business Days from the Closing Date of the Offer
would be disadvantageous for holders of the PFI020s, as it would effectively require
maturity to occur on a non-Business Day. Holders would receive payment on the next
following Business Day, but would not receive any additional interest for the delay;
d. the conditions of the waiver provide comfort that the impact on investors will be limited
to one Business Day. Further, PFI 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 PFI020s; and
e. there is precedent for this decision.

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Confidentiality
7. PFI 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 PFI 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 PFI’s request.

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Appendix One
1. Property for Industry Limited (PFI) is a Listed Issuer with Equity Securities Quoted on the
NZX Main Board, and Debt Securities which mature on 28 November 2024 (PFI010s) quoted
on the NZX Debt Market (Debt Market).
2. PFI intends to make an offer under the exclusion set out in Schedule 1, Clause 19 of the
Financial Markets Conduct Act 2013 of senior secured fixed rate bonds (PFI020s) to be
quoted on the Debt Market (Offer).
3. The Offer will open on or about 17 September 2018 (Opening Date) and close on or about
21 September 2018 (Closing Date). The joint lead managers of the Offer will conduct a
bookbuild on or about 21 September 2018 in order to determine the PFI020s’ margin
(Bookbuild), which will be used to determine the PFI020s’ interest rate.
4. PFI intends to allot the PFI020s on or about 1 October 2018 (Allotment Date) and Quote the
PFI020s on the Debt Market on or about 2 October 2018. The PFI020s will mature on 1
October 2025.
5. PFI will release a terms sheet on or prior to the Opening Date, setting out the main terms of
the PFI020s (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. PFI 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. Subscription monies for the Offer are payable by the holder on
allotment of the PFI020s.

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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.