Waiver form NZX listing rule 3.5.1, 3.5.3 and 3.6.1

NZX Regulation Decision
AFC Group Holdings Limited ("AFC")
Application for Waiver from NZX Listing Rules 3.5.1, 3.5.3,
and 3.6.1








25 May 2020

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Waiver from Listing Rules 3.5.1, 3.5.3, and 3.6.1

Background
1. This waiver applies to the NZX Listing Rules dated 1 January 2020 (the Rules).

2. Capitalised terms that are not defined in this decision have the meanings given to them
in the Rules.

3. Rule 3.5.1 requires each Issuer of Quoted Equity Securities or Quoted Debt
Securities to release a Results Announcement through MAP no later than 60 Days
after the end of each financial year and half year. Rule 3.5.1 is subject to Rule 3.5.3
which provides additional time to release a Results Announcement if an Issuer is
required to consolidate the financial results of another Listed Issuer.

4. Rule 3.6.1 requires each Issuer of Quoted Equity Securities or Quoted Debt
Securities to prepare and release an annual report through MAP within three months
after the end of each financial year.

5. The Rules and additional definitions to which this decision relates are set out in
Appendix One.


Decision

Waiver from Rules 3.5.1 and 3.5.3
6. Subject to the conditions set out in paragraph 6 below, and on the basis that the
information provided by WBC is complete and accurate in all material respects, NZX
Regulation (NZXR) grants AFC waivers from Rules 3.5.1 and 3.5.3, to the extent
those Rules would require AFC to release a Results Announcement through MAP no
later than 60 days after the end of its 2020 Financial Year.

7. The waiver set out in paragraph 5 above is provided on the conditions that:

a. AFC releases a Results Announcement through MAP no later than:

i. 90 days after the end of its 2020 Financial Year; and

b. AFC releases a statement to NZX through MAP in advance of the current deadline
under Rule 3.5.1 for release of a Results Announcement:

i. stating that the AFC is relying on this class waiver;

ii. stating when the AFC expects to release a Results Announcement to NZX
through MAP; and

iii. where the AFC is relying upon this class waiver in respect of the Results

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Announcement for its 2020 Financial Year, stating whether as at the date of
the statement the AFC also intends to rely upon the class waiver set out in
paragraph 8 below in respect of the annual report for the 2020 Financial Year
and, if so, stating to the extent possible when the AFC expects to release the
annual report; and


c. releases a further statement to NZX through MAP should there be any change to
the expected date of release of a Results Announcement or annual report as
previously stated by the AFC to NZX through MAP (including where the AFC is
able to provide a greater degree of specificity as to when a Results Announcement
or annual report will be released within a period previously indicated to the market).

8. An illustrative summary of the impact of this class waiver for AFCs with a balance
date falling on a month end is set out in Appendix Two.


Waiver from Rule 3.6.1
9. Subject to the conditions set out in paragraph 10 below, NZXR grants AFC a waiver
from Rule 3.6.1, to the extent that Rule would require AFC within three months after
the end of its 2020 Financial Year to:

a. prepare an annual report, which must contain all information required by all
applicable laws and the Rules;

b. deliver, subject to Rule 3.6.2, the annual report to NZX by release through MAP
(including by URL link to the annual report on the AFC’s website); and

c. make the annual report available to each Quoted Financial Product Holder in
accordance with Rule 3.6.3.

10. The waiver set out in paragraph 9 above is provided on the conditions that:

a. within five months after the end of its 2020 Financial Year the AFC:

i. prepares an annual report, which must contain all information required by all
applicable laws and the Rules;

ii. delivers, subject to Rule 3.6.2, the annual report to NZX by release through
MAP (including by URL link to the annual report on the AFC’s website); and

iii. makes the annual report available to each Quoted Financial Product Holder
in accordance with Rule 3.6.3,

b. the AFC releases a statement to NZX through MAP in advance of the date that is
three months after the end of its 2020 Financial Year:

i. stating that the AFC is relying on this class waiver;

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ii. stating, to the extent possible, when the AFC expects to release an annual
report to NZX through MAP; and

c. the AFC releases a further statement to NZX through MAP should there be any
change to the expected date of release of an annual report as previously stated
by the AFC to NZX through MAP (including where the AFC is able to provide a
greater degree of specificity as to when an annual report will be released within
a period previously indicated to the market).


Reasons
11. In coming to the decision to provide the waivers set out above, NZXR has considered
that:

a. a significant number of Issuers and other market participants are being adversely
affected by the 2019/2020 coronavirus pandemic (COVID-19), with impacts likely
to continue for the intermediate future;

b. NZXR acknowledges that the focus of Issuers and their accounting and audit
service providers in respect of the COVID-19 pandemic necessarily includes
ensuring the wellbeing and safety of their staff;

c. NZXR is aware that the COVID-19 pandemic, and the measures implemented
by the New Zealand Government and overseas governments in response, are
creating significant challenges for personnel, systems and infrastructure, and that
those factors may impact on the ability of Issuers and their accounting and audit
service providers to meet the timing and process requirements of Rules 3.5.1,
3.5.3, and 3.6.1;

d. AFC submits, and NZXR has no reason not to accept, that COVID-19 and the
Government’s response to it, has impacted AFC’s ability to finalise its Result
Announcement in order to meet the timing requirements of Rule 3.5.1, 3.5.3 and
3.6.1, in particular, due to the challenges of monitoring, assessing and reporting
on post-balance date events associated with COVID-19;

e. NZXR considers this class waiver is appropriate, as:

i. the waiver will mitigate some of the impacts of the COVID-19 pandemic in
relation to AFCs’ periodic reporting obligations under the Rules, which is
considered reasonable given the current situation in respect of COVID-19;

ii. other than the extension of time provided by the waiver, AFCs will be
required to fully comply with the Rules in all other respects, including in
relation to AFCs’ continuous disclosure obligations; and

iii. the waiver will provide AFCs and their accounting and audit service
providers additional time, if needed, to prepare the relevant financial
statements and to undertake the audit and assurance processes to report
on those financial statements;

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f. NZXR will not suspend trading in the securities of any AFC as a result of reliance
upon this class waiver. However, if AFC has not released its Results
Announcement or annual report within five business days of the adjusted due date
permitted by this class waiver, trading in that Issuer’s securities will, unless a
separate waiver applies, be suspended pursuant to Rule 9.9.3 until the AFC
has released the relevant Results Announcement or annual report.


Confidentiality

12. AFC has requested this application and any decision be kept confidential until such time as
AFC releases a statement to NZX through MAP stating when AFC expects to release a
Results Announcement to NZX through MAP.
13. In accordance with Rule 9.7.2, NZXR grants AFC’s request.

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Appendix One

1. AFC Group Holdings Limited (“AFC”) is a Listed Issuer with ordinary shares on the NZX Main
Board.

2. AFC has a 31 March 2020 Balance Date and releases its full-year results announcement is
due 1 June 2020, and an annual report is due 30 June 2020.

3. AFC advised NZXR on 26 May 2020 that it expects it will not be able to release its full-year
results announcement by 1 June 2020, and annual report by 30 June 2020.

4. AFC sought a waiver from Rule 3.5.1, 3.5.3, and 3.6.1 to the extent that it would release its
preliminary financial statements no later than 29 June 2020 and release annual report no later
than 31 August 2020.

NZX Listing Rules
Part A - Definitions

Results Announcement means an announcement with the applicable information specified
in Appendix 2 and such additional content as may be prescribed by
NZX from time to time.

Section 9 NZX Powers

Status of the Rules and changes to the Rules

9.7 Waiver

9.7.1 NZX may waive the application of any one or more of the provisions of the Rules for such
period (including retrospectively) and on such terms and conditions as NZX sees fit. It may
do this upon application by an Issuer or at its own instigation. A waiver may apply to a
specific Issuer, or be a class waiver applying to the Rules generally.

9.7.2 Waivers in respect of an application by an Issuer will be made public, together with the
Issuer’s identity, the facts of the application and the grounds for NZX’s decision, unless:

(a) the affected Issuer establishes satisfactory grounds for maintaining confidentiality,
or

(b) NZX elects at its sole discretion not to publish its decision.

9.7.3 Any waiver granted under Rule 9.7.1 may be revoked at any time by NZX by written notice
to the Issuer, or to the market generally if revoking a class waiver. Such a revocation has
effect from the date stated in the notice (and may apply retrospectively if NZX considers
that the waiver granted on the basis of incorrect information).

9.7.4 Subject to Rule 9.7.2, NZX may publish such information relating to a waiver granted or
refused under Rule 9.7.1, or revocation of a waiver under Rule 9.7.3, as NZX sees fit.

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3.5 Results Announcement

3.5.1 Subject to Rule 3.5.3, each Issuer of Quoted Equity Securities or Quoted Debt Securities
must release a Results Announcement through MAP no later than 60 days after the end
of each financial year or half year.

3.5.2 A Results Announcement for a full financial year may be made before, or together with,
the release of an annual report.

3.5.3 If an Issuer is required to consolidate the financial results of another Listed Issuer, it may
make its Results announcement up to 5 Business Days after the earlier of the release of
the other Listed Issuer’s Results Announcement and the timeframe required by Rule 3.5.1.


3.6 Preparation and delivery of Annual Reports

3.6.1 Each Issuer of Quoted Equity Securities or Quoted Debt Securities must within three
months after the end of each financial year:

(a) prepare an annual report, which must contain all information required by all
applicable laws and these Rules, and

(b) deliver, subject to Rule 3.6.2, the annual report to:

(i) NZX by release through MAP (including by URL link to the annual report on
an Issuer’s website) before or at the same time as it is made available to
Quoted Financial Product holders, and

(ii) each Quoted Financial Product holder in accordance with Rule 3.6.3.

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Appendix Two

An illustrative summary of the impact of this class waiver for AFCs with a balance date
falling on a month end is set out below.

The below table reflects that if a due date falls on a weekend or another non NZX trading
day, the relevant results or report should be provided to NZX by close of business on
the immediately following Business Day.


Balance date

Periodic
reporting
obligation
(as applicable)

Current
timing
requirement

Revised due date
under Class
Waiver

31 March
2020










Release full year
Results Announcement
(LR 3.5.1)

1 June 2020

29 June 2020


Release annual report
(LR 3.6.1)

30 June 2020

31 August 2020