Waiver from NZX Main Board Listing Rule 9.2.1

NZX Regulation Decision
Precinct Properties New Zealand Limited (“PCT”)
Application for waiver from NZX Main Board Listing Rule
9.2.1







29 October 2018

NZX REGULATION DECISION – 29 October 2018 2 of 7

Waiver from Listing Rule 9.2.1
Decision
1. Subject to the condition set out in paragraph 2 below, and on the basis that the information
provided by PCT

is complete and accurate in all material respects, NZXR grants PCT a
waiver from Rule 9.2.1 to the extent that the Rule would otherwise require PCT to seek
shareholder approval to enter into the ANZ Centre MSA.

2. The waiver in paragraph 1 above is provided on the conditions that:

a. the Directors of PCT that are not Associated Persons of AMP Haumi certify to NZXR
that:

i. the ANZ Centre MSA has been negotiated, and will be entered into, on an arms’
length commercial basis;

ii. in their opinion, it is in the best interests of PCT that PPHL enter into the ANZ
Centre MSA and that entry into that agreements is fair and reasonable to PCT and
its shareholders who are not related to, or Associated Persons of, AMP Haumi;
and

iii. AMP Haumi did not influence the final decision of PPHL to enter into the ANZ
Centre MSA; and

b. this waiver, its conditions and its implications are disclosed in PCT’s next Annual
Report.

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 Rules to which this decision relates are set out in Appendix Two.

5. Capitalised terms that are not defined in these decisions 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 9.2.1 is to regulate transactions where a Related Party to a
Material Transaction may gain favourable consideration due to its relationship with the
Issuer. NZXR may waive the requirement to obtain approval of a Material Transaction if
it is satisfied that the involvement of any Related Party is unlikely to have influenced
the promotion of, or the decision to enter into, the transaction. The granting of this
waiver will not offend the policy behind Rule 9.2.1;

b. PCT submits, and NZXR has no reason not to accept, that AMP Haumi enjoys no
further additional benefit after entry into the ANZ Centre MSA that it did not have under
the Original MSA prior to the Sale;

NZX REGULATION DECISION – 29 October 2018 3 of 7

c. the conditions imposed above provide comfort that the ANZ Centre MSA has been, and
will continue to be, negotiated on an arms’ length commercial basis, and is fair,
reasonable and in the best interests of PCT and its shareholders; and

d. there is precedent for this decision.

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Appendix One
1. Precinct Properties New Zealand Limited (
PCT
) is a Listed Issuer with ordinary shares and
Convertible Notes Quoted on the NZX Main Board and fixed rate Bonds Quoted on the NZX
Debt Market.

2. PCT, through its wholly owned subsidiary Precinct Properties Holdings Limited (
PPHL
),
currently owns a property at 23 Albert Street, Auckland (the
ANZ Centre
).

3. The ANZ Centre is currently managed by AMP Haumi Management Limited (
AMP Haumi
)
under a management agreement dated 27 September 2010 (
Original MSA
).

4. On 29 June 2018, PCT announced that PPHL had agreed to sell a 50% interest in the ANZ
Centre to NZRE Swan Limited (
NZRE
) for $181 million (the
Sale
). The Sale is expected to
settle on 31 October 2018.

5. As a consequence of the Sale, PPHL, AMP Haumi and NZRE wish to enter into a
management services agreement in relation to the ANZ Centre (
ANZ Centre MSA
),
whereby AMP Haumi will continue to manage the ANZ Centre on the same essential
commercial terms as the Original MSA but that reflects NZRE’s 50% ownership.

6. AMP Haumi is a Related Party of PCT for the purposes of Rule 9.2.3(c) as:

a. There are a series of relevant ownership relationships, including:

i. Haumi Development Auckland Limited (
HDAL
) holding 50% of the Equity Securities
of AMP Haumi;

ii. HDAL being a wholly owned subsidiary of HIP Company Limited (
HIP
);

iii. Haumi Company Limited (
HCL
) also being a wholly owned subsidiary of HIP;

(together, the
HIP Ownership Relationship
).

b. Under Rule 9.2.3(b), HCL holds approximately 18.77% of PCT’s Equity Securities
carrying Votes and is therefore a Related Party of PCT;

c. Under Rule 1.8.2, HCL is and Associated Person of AMP Haumi as, in making a
decision or exercising a power affecting PCT, HCL could be influenced as a
consequence of the HIP Ownership Relationship which involves both HCL and AMP
Haumi.

7. Under Rule 1.6.6, the definition of Issuer extends to PPHL as a subsidiary of PCT.

8. PCT’s Average Market Capitalisation (
AMC
) as at 29 October 2018 is approximately $1.7
billion.

9. Under the Sale PCT, through PPHL, is selling assets having an Aggregate Net Value
exceeding 10% of PCT’s AMC and is therefore a Material Transaction under the meaning of
Rule 9.2.2(a).

10. The fees payable under the ANZ Centre MSA will not themselves comprise a Material
Transaction for the purposes of Rule 9.2.2(e). However the ANZ Centre MSA is a direct

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consequence of, and was contemplated at the time of, the Sale. The ANZ Centre MSA will
therefore form part of a related series of transactions with the Sale.

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Appendix Two
Rule 1.6 Interpretation
1.6.6 Reference to an Issuer in the Rules shall, as the context permits, extend to
include all members (other than another Listed entity or a Subsidiary thereof) of
any group of companies and/or other entities of which the Issuer is the holding
company, or in which the Issuer otherwise has a controlling interest, to the extent
that such extension is necessary to ensure that the object of the Rules is not
frustrated or avoided by reason of the separate legal personality of members of
the group. In relation to the disclosure of information for this purpose the group
includes any Associated Persons of the Issuer of which the Issuer has control in
law or in fact, other than any such Associated Person which is another Listed
entity or a Subsidiary thereof. Assessment of the materiality of any information in
relation to such group shall be treated as if the group constituted one business.

Rule 1.8 Associated Persons
1.8.1 In the Rules, a person is an Associated Person of another person if the first
person is associated with the other in terms of Rule 1.8.2 to Rule 1.8.7.

1.8.2 A person (the "first person") is associated with another person (the "second
person") if, in making a decision or exercising a power affecting an Issuer, the
first person could be influenced as a consequence of an Arrangement or
relationship existing between, or involving, the first person and the second
person.

Rule 9.2 Transactions with Related Parties
9.2.1 An Issuer shall not enter into a Material Transaction if a Related Party is, or is
likely to become:

(a) a direct or indirect party to the Material Transaction, or to at least one of a
related series of transactions of which the Material Transaction forms part;
or

...

unless that Material Transaction is approved by an Ordinary Resolution of the
Issuer.

9.2.2 For the purposes of Rule 9.2.1, “Material Transaction” means a transaction or a
related series of transactions whereby an Issuer:

(a) purchases or otherwise acquires, gains, leases (as lessor or lessee) or
sells or otherwise disposes of, assets having an Aggregate Net Value in
excess of 10% of the Average Market Capitalisation of the Issuer; or

...

9.2.3 For the purposes of Rule 9.2.1, “Related Party” means a person who is at the time
of a Material Transaction, or was at any time within six months before a Material
Transaction:

...

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(b) the holder of a Relevant Interest in 10% or more of a Class of Equity Securities
of the Issuer carrying Votes

(c) an Associated Person of the Issuer or any of the persons referred to in (a) or
(b), other than a person who becomes an Associated Person as a consequence
of the Material Transaction itself (or an intention or proposal to enter into the
Material Transaction itself); or

...