Waiver from NZX Listing Rule 8.1.5

NZX Regulation Decision
SkyCity Entertainment Group Limited (NS) (
SKC
)
Application for a waiver from NZX Listing Rule 8.1.5






17 September 2019

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Waiver from NZX Listing Rule 8.1.5
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis that the information
provided by SKC is complete and accurate in all material respects, NZXR grants SKC a
waiver from Rule 8.1.5, to the extent that this Rule would otherwise prevent SKC from:
a. suspending voting rights attaching to securities where an Information Requirement Event
is in effect in accordance with clause 2.8 of the Governing Document;
b. suspending voting rights attaching to, or requiring (or effecting) a transfer of, securities
where a Shareholder Suitability Event has occurred in accordance with clauses 4.1 and
4.2 of the Governing Document; or
c. suspending voting rights attaching to, or requiring (or effecting) a transfer of, securities
where a Surplus Shares Event has occurred in accordance with clause 6.3 of the
Governing Document; or
d. suspending voting rights attaching to, or requiring (or effecting) a transfer of, securities
where there has been an Affected Transfer in accordance with clauses 11.12 and 11.13
of the Governing Document,
(each such variation of rights in these circumstances being a
Variation of Rights
).
2. The waiver in paragraph 1 above is provided on the conditions that:
a. SKC will have a Non-Standard (NS) designation, in terms of its NZX Listing;
b. an outline and explanation of the Variation of Rights is appropriately disclosed in any
offering documents for equity securities, or securities convertible into equity securities,
offered by SKC; and
c. SKC includes a summary of the Variation of Rights in each annual report.
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.
5. Capitalised terms which have not been 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 underlying Rule 8.1.5 reflects the fundamental principle that shareholders are
entitled to exercise the rights attaching to the securities they hold (especially the right to
vote) and only in very limited circumstances should these rights be removed. NZXR is
comfortable that the circumstances in which the voting rights of the shares may be
suspended or transfers of securities may be required (or effected) under a Variation of
Rights does not breach the policy of this Rule;

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b. the provisions described in Appendix One in respect of a Variation of Rights (in respect
of each of the applicable events) only apply in limited circumstances and for such time
as the relevant requirements imposed under the Governing Document in connection with
casino regulatory requirements remain unfulfilled;
c. the Variation of Rights have been included in SKC’s Governing Document to reflect
specific regulatory requirements which are applicable to SKC and its business
operations;
d. the conditions contained in paragraph 2 will ensure that persons trading ordinary shares
on market have notice of the Variation of Rights. Further, any such person will have
notice of SKC’s power to suspend voting rights on and require (or effect) a transfer of
securities; and
e. there is precedent for this decision.

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Appendix One
1. SkyCity Entertainment Group Limited (
SKC
) is a Listed Issuer with Ordinary Shares Quoted
on the NZX Main Board, and Debt Securities which mature on 28 September 2022
(
SKC040
) Quoted on the NZX Debt Market.
2. SKC operates monopoly casinos in New Zealand (Auckland, Hamilton and Queenstown)
and Australia (Adelaide), alongside a variety of restaurants and bars, hotels and convention
centres.
3. SKC operates in a number of jurisdictions and must comply with a number of legislative
requirements, including from:
a. Gambling Act 2003 (New Zealand); and
b. Casino Act 1997 (South Australia).
4. Due to these legislative requirements SKC must ensure when it participates in gaming
activities that:
a. It has the power under its Governing Document to take such action as may be
necessary to ensure that its suitability to do so in a particular jurisdiction is not affected
by the identity or actions (including share dealings) of a shareholder; and
b. There are appropriate protections to ensure that persons do not gain positions of
significant influence or control over SKC or its business activities without obtaining any
necessary statutory or regulatory approval.
5. Accordingly, SKC’s Governing Document contains provisions that restrict the acquisition of,
the exercise of rights attaching to and who may hold, shares in SKC.
Affected Transfers
6. Clauses 11.12 and 11.13 of SKC’s Governing Document provides that if a transfer of shares
results in the transferee, and the persons associated with that transferee:
a. Holding more than 5% of the shares in SKC; or
b. Increasing their combined holding further beyond 5% if:
i. They already hold more than 5% of the shares in SKC; and
ii. The transferee has not been approved by the relevant regulatory authority as an
associated casino person of any casino licence holder;
(
Affected Transfer
)
then the votes attaching to all shares held by the transferee and the persons associated with
that transferee are suspended unless and until either:
iii. Each regulatory authority advises that approval is not needed; or
iv. Any regulatory authority which determines that its approval is required approves the
transferee, together with the persons associated with that transferee, as an
associated casino person of any applicable casino licence holder; or

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v. The transferee and the persons associated with that transferee dispose of such
number of SKC shares as will result in their combined holding falling below 5% or, if
the regulatory authorities approve in respect of the transferee and the persons
associated with that transferee a higher percentage, the lowest such percentage
approved by the regulatory authorities.
c. If a regulatory authority does not grant its approval to the proposed transfer, SKC may
sell such number of the shares held by the transferee and by any persons associated
with that transferee, as may be necessary to reduce their combined shareholding to a
level equal to 5% or such other level that will not result in the transferee and the persons
associated with that transferee being an associated person of that casino licence holder.
d. SKC may only exercise its power of sale if SKC has given one month’s notice to the
transferee of its intention to exercise that power and the transferee has not, during that
one month period, transferred the requisite number of shares in SKC to a person who is
not associated with the transferees.
Information Requirement Event
7. Clause 2.8 of SKC’s Governing Document entitles SKC to suspend a shareholders’ voting
rights for such time as the shareholder has not complied with an information request (an
Information Requirement Event
) where SKC has been required by a casino regulatory
authority to provide such information under relevant casino legislation.
Shareholder Suitability Event
8. Clauses 4.1 and 4.2 of SKC’s Governing Document provide that where either:
a. SKC receives notice from a regulatory authority that a ground for the imposition of a
pecuniary penalty on SKC, or the variation, revocation of a condition, suspension or
cancellation of a casino licence, may have arisen and that ground relates to the identity,
activities, conduct or default of a shareholder or any of its associates or otherwise
relates to a shareholder or any of its associates; or
b. The board of SKC determines on reasonable grounds that the presence of a
shareholder on the share register may result in such matters described in paragraph 8.a.
above; or
c. A shareholder or any associate of a shareholder is disqualified from holding a licence,
permit or consent in the nature of a casino venue licence, casino operator’s licence or
otherwise relating to gaming, wagering or bookmaking, or is refused or declined to be
granted such licence, permit or consent on the grounds of the status or suitability of the
shareholder or associate,
then the votes attaching to all shares held by the shareholder and the persons associated
with that shareholder are suspended unless and until either:
d. in the case of a notice given by a regulatory authority, that regulatory authority
subsequently determines not to make an order imposing a pecuniary penalty on the
holder of a casino licence or affecting any casino licence and notifies SKC that the right
to cast votes in respect of the shares held by the relevant shareholder and its associates
may be reinstated; or
e. in the case of a determination made by the board of SKC as noted in 8.b. above, or
where the matters in 8.c. apply, the board subsequently determines that the presence of

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the relevant shareholder on the share register will not result in the imposition of a
pecuniary penalty on the holder of a casino licence or the variation, revocation of a
condition, suspension or cancellation of a casino licence and that the right to cast votes
in respect of the shares held by the relevant shareholder and its associates may be
reinstated.
(in each case a
Shareholder Suitability Event
).
f. Following a Shareholder Suitability Event, if SKC has received a notice from a regulatory
authority that a ground for imposing a pecuniary penalty on the holder of a casino
licence, or for the variation, revocation of a condition, suspension or cancellation of a
casino licence may have arisen and that ground relates to the identity, activities, conduct
or any default of the relevant shareholder or any of its associates or otherwise relates to
the relevant shareholder or any of its associates, the regulatory authority notifies SKC
that it has determined to make an order affecting a casino licence or the casino licence
holder unless the relevant shareholder's shares (or such number of those shares as the
regulatory authority may specify) are sold, SKC may, sell the relevant shareholder's
shares (or such number of those shares as the regulatory authority has specified).
g. SKC may only exercise its power of sale if SKC has given one month’s notice to the
relevant shareholder of its intention to exercise that power and the relevant shareholder
has not, during that one month period, transferred the requisite number of shares in SKC
to a person who is not associated with the relevant shareholder.
Surplus Shares Event
9. SKC’s Governing Document also requires certain approvals following acquisitions or
redemptions of shares by SKC. Clause 6.3 of SKC’s Governing Document provides that if
an acquisition or redemption of equity securities by SKC results in a shareholder, and the
persons associated with that shareholder:
a. Holding more than 5% of the shares in SKC; or
b. Increasing their combined holding further beyond 5% if:
i. They already hold more than 5% of the shares in SKC; and
ii. The shareholder has not been approved by the relevant regulatory authority as an
associated casino person of any casino licence holder,
(
Surplus Shares Event
)
then the shareholder must provide certain information on request to SKC and the votes
attaching to all shares held by the relevant shareholder and the persons associated with that
shareholder are suspended unless and until either:
c. Each regulatory authority advises that approval of the shareholder as an associated
casino person of any applicable casino licence holder is not needed; or
d. Any regulatory authority which determines that its approval is required approves the
shareholder, together with the persons associated with that shareholder, as an
associated casino person of any applicable casino licence holder; or
e. The SKC board is satisfied that the increase in the percentage of votes able to be
exercised by the shareholder and its associates will not prejudice any casino licence; or

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f. The shareholder and the persons associated with that shareholder dispose of such
number of SKC shares as will result in their combined holding falling below 5% or, if the
regulatory authorities approve in respect of the shareholder and the persons associated
with that shareholder a higher percentage, the lowest such percentage approved by the
regulatory authorities.
10. If a regulatory authority does not grant its approval of the shareholder as an associated
casino person of any applicable casino licence holder, SKC may sell such number of the
shares held by the transferee and by any persons associated with that transferee, as may
be necessary to reduce their combined shareholding to a level equal to 5% or such other
level that will not result in the transferee and the persons associated with that transferee
being an associated person of that casino licence holder.
11. SKC may only exercise its power of sale if SKC has given one month’s notice to the
shareholder of its intention to exercise that power and the shareholder has not, during that
one month period, transferred the requisite number of shares in SKC to a person who is not
associated with the shareholder.
12. NZX has updated the NZX Listing Rules (
Rules
), effective from 1 January 2019. This waiver
decision re-documents prior decisions of NZX Regulation (
NZXR
) that allowed for the
Variation of Rights, and reflects the updated Rule references and language.
13. References to a clause of SKC’s constitution are references to the proposed constitution to
be adopted by SKC at its annual meeting to be held on 18 October 2019.

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Appendix Two
Rule 8.1 Transfer of Quoted Financial Products (common rules)

8.1.5 Except as expressly permitted by the Rules, no benefit or right attaching to a
Quoted Financial Product may be cancelled or varied by reason only of a transfer
of that Quoted Financial Product.