Waivers from NZX Listing Rules 4.19.1 and 5.2.1

NZX Regulation Decision
Asset Plus Limited ("APL")

Application for waivers from NZX Listing Rules 4.19.1 and
5.2.1




10 September 2020

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Background
1. 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.
2. Capitalised terms that are not defined in the decision have the meanings given to them in the
NZX Listing Rules (
Rules
).
3. The Rules to which this decision relates are set out in Appendix Two to this decision.
Waiver from NZX Listing Rule 4.19.1
Decision
4. Subject to the conditions set out in paragraph 5 below, and on the basis that the information
provided by APL is complete and accurate in all material respects, NZX Regulation (
NZXR
)
grants APL a waiver from Rule 4.19.1, to the extent this Rule would otherwise require the
allotment of Shares to Augusta and Salt in respect of subscriptions received under the
Placement and/or the Institutional Entitlement Offer to occur within 10 Business Days of the
closing date for the Placement and Institutional Entitlement Offer.
5. The waiver in paragraph 4 above is provided on the conditions that:
a. the waiver, its conditions and its implications, are disclosed in the Offer Document;
b. the allotment of Shares to Augusta and Salt occurs, in part, on the Institutional Allotment
Date and, in part, on the Retail Allotment Date; and
c. the waiver and its conditions and implications are disclosed in APL's annual report for
the financial year ending 31 March 2021.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZXR has
considered that:
a. the policy behind Rule 4.19.1 is to ensure that, where application monies have been
submitted, subscribers obtain the benefit of their investment without undue delay;
b. APL has submitted, and NZXR has no reason not to accept, that these circumstances
do not offend the policy behind Rule 4.19.1 because:

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i. the delay in allotting the Deferred Augusta Allotment Shares and the Deferred Salt
Shares is occurring to satisfy the eligibility requirements of APL's status as a PIE entity;
and
ii. Augusta will settle the Deferred Augusta Allotment Shares and the Deferred Salt
Shares on a delivery versus payment basis, so it will not be required to submit the
subscription money for the relevant Shares until the date on which the Shares are
allotted; and
c. there is precedent for this decision.

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Waiver from NZX Listing Rule 5.2.1
Decision
7. Subject to the conditions set out in paragraph 8 below, and on the basis that the information
provided by APL is complete and accurate in all material respects, NZXR grants APL a waiver
from Rule 5.2.1, to the extent that this Rule would otherwise require APL to obtain the
approval of shareholders to enter into a Material Transaction with any Related Party in
connection with the Placement.
8. The waiver in paragraph 7 above is provided on the conditions that:
a. At least two of APL’s Directors, excluding any Director who is an Associated Person of
any of the Relevant Parties, certify to NZX that:
i. APL was not unduly influenced in its decision to undertake the Placement by the
Relevant Parties;
ii. the Relevant Parties who participate in the Placement will not be involved in, or
influence, any allocation decision in relation to the Placement; and
iii. the Relevant Parties will derive no benefit as a result of the Related Party relationship,
other than solely through participation in the Placement on the same terms and
conditions as all other Equity Security holders or as participants in the Placement on
commercial terms;
iv. entry into the Placement is in the best interests of all APL’s shareholders; and
b. the waiver, its conditions and its implications are disclosed in APL’s annual report for the
financial year ending 31 March 2021.
Reasons
9. In coming to the decision to provide the waiver set out in paragraph 7 above, NZXR has
considered that:
a. the policy of Rule 5.2.1 is to ensure that a Related Party to a Material Transaction does
not exercise undue influence or use personal connections to reach a favourable outcome
for, or a transfer of value to, the Related Party in respect of a transaction, and ensures
shareholders are given an opportunity to review transactions where the board may have
been subject to actual or perceived influence from a Related Party;
b. APL has submitted, and NZXR has no reason not to accept, that these circumstances
do not offend the policy behind Rule 5.2.1 because:

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i. the Relevant Parties have not influenced APL’s choice of structure for the Placement,
which has been determined by the APL Board in light of advice received from its
advisers;
ii. the pricing and allocation decisions for the Placement will be managed by the Directors
of APL (excluding any Director who is an Associated Person of any of the Relevant
Parties) in conjunction with the Underwriter. Accordingly, the Relevant Parties will have
no influence over the pricing or allocation decisions in the Placement;
iii. the participation of any Relevant Parties in the Placement will be on the same basis and
terms as all other Placement participants and so there is no transfer of value to those
Relevant Parties;
iv. the reason the Placement will potentially be a considered a Material Transaction under
the Rules is due to the need to aggregate the market value of all shares issued to the
Relevant Parties under the Placement. This aggregation is due to the potential for any
Related Party to exercise undue influence over an Issuer. APL has submitted and NZXR
has no reason not to accept that any of the Relevant Parties are acting together to
influence APL to undertake the Placement or the Offer. If each of the Relevant Parties'
participation in the Placement was considered individually, the issue of those shares
under the Placement would not be a Material Transaction under the Rules with any of
the Relevant Parties; and
v. there is precedent for this decision.
Confidentiality
10. APL has requested that this decision be kept confidential until APL releases an
announcement relating to the Offer.
11. In accordance with Rule 9.7.2, NZXR grants APL’s request.

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Appendix One
1. Asset Plus Limited (
APL
) is a Listed Issuer with Equity Securities Quoted on the NZX Main
Board.
2. APL is considering a potential offer of fully paid ordinary shares in APL (
Shares
) (the
Offer
)
comprising:
a. a placement of shares to eligible institutional investors in New Zealand, Australia and
selected other jurisdictions to raise approximately NZ$12.1 million (the
Placement
); and
b. a pro-rata accelerated non-renounceable entitlement offer to raise approximately NZ$48.1
million (the
Entitlement Offer
) to APL's:
i. existing institutional shareholders in New Zealand, Australia and certain selected
jurisdictions (the
Institutional Entitlement Offer
); and
ii. existing retail shareholders in New Zealand and New Caledonia (the
Retail
Entitlement Offer
). APL will prepare an offer document in connection with the
Entitlement Offer (
Offer Document
).
3. The Placement and the Entitlement Offer (excluding any pre-commitments) are fully
underwritten in accordance with the terms of an underwriting agreement to be entered into
between APL and Jarden Partners Limited (or its affiliates) (the
Underwriter
) (the
Underwriting Agreement
).
4. The Offer will be made in New Zealand in reliance on the quoted financial product exclusion
set out in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013 (the
FMC Act
).
5. The Placement will be conducted on an "open access" basis (such that, for example, existing
shareholders with a broker relationship can participate).
6. The Shares will be offered under the Placement and the Entitlement Offer at the same issue
price, to be determined immediately prior to the launch of the Offer.
7. The Institutional Entitlement Offer will be conducted at the same time as the Placement, with
Shares offered under the Placement and the Institutional Entitlement Offer being allotted on
the same date (the
Institutional Allotment Date
). Any Shares offered under the Institutional
Entitlement Offer that are not taken up by eligible institutional shareholders or that are
attributable to entitlements of ineligible institutional shareholders will be offered (
Institutional
Shortfall Shares
), together with the Shares offered under the Placement, to institutional
investors under a volume bookbuild (
Bookbuild
).
8. The Retail Entitlement Offer will be conducted following the Institutional Entitlement Offer.
Eligible retail shareholders who take up their entitlement in full will be permitted to apply for
additional Shares under the Retail Entitlement Offer.
9. Any Shares offered under the Retail Entitlement Offer that are not taken up by eligible retail
shareholders or that are attributable to entitlements of ineligible retail shareholders (the
Retail
Shortfall Shares
) will be dealt with in accordance with the terms of the Underwriting

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Agreement. It is expected that the Underwriter will enter into sub-underwriting commitments
with certain selected institutional investors. The Retail Shortfall Shares will be allocated by the
Underwriter to sub-underwriters.
10. The Shares subscribed for by eligible retail shareholders and the Retail Shortfall Shares will
be allotted on the same date (the
Retail Allotment Date
). The Retail Allotment Date will be
more than 10 Business Days after the final closing date of the Institutional Allotment Date and
the Placement.
Waiver from NZX Listing Rule 4.19.1 – Further Information
11. APL is a listed PIE. In order to continue to meet the PIE eligibility requirements, APL has
received independent tax advice the shareholding of any shareholder should not increase
above 19.999% in connection with the Offer.
12. Augusta Capital Limited (
Augusta
) holds 18.854% of the issued share capital of APL.
Augusta is therefore a Related Party of APL under limb (b) of the definition of "Related Party"
in the Rules. Augusta intends to participate in the Offer on the basis that it will maintain at
least its current holding, and potentially increase its holding up to a maximum of 19.999%
upon completion of, the Offer.
13. Accordingly, it is proposed that Augusta will:
a. apply for its pro-rata portion (18.854%) of the shares offered under the Placement;
b. take up its entitlement in full under the institutional component of the Entitlement Offer
(
Augusta Entitlement Shares
);
c. apply for additional Shares under the Placement and/or for Institutional Shortfall Shares
under the Bookbuild, such that its holding upon completion of the Offer is 19.999%;
d. be allocated by APL a number of Placement Shares and Institutional Shortfall Shares in
compliance with the requirements set out in Rules 4.5.1(e) and 5.2.2(d) (such number of
Shares, together with the Augusta Entitlement Shares, the
Augusta Subscription
Shares
);
e. settle and be allotted such number of Augusta Subscription Shares on the Institutional
Allotment Date that results in its holding being equal to no more than 19.999% of the
Shares on issue immediately following the allotment of all Shares on the Institutional
Allotment Date; and
f. settle and be allotted the Augusta Subscription Shares which are not allotted on the
Institutional Allotment Date (the
Deferred Augusta Allotment Shares
) on the Retail
Allotment Date.
14. Salt Funds Management Limited (
Salt
) holds 15.838% of APL’s shares. Salt is therefore a
Related Party of APL under limb (b) of the definition of "Related Party" in the Rules. Salt
intends to participate in the Offer on the basis that it will maintain at least its current holding.
15. Accordingly, it is proposed that Salt will:

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a. apply for at least its pro-rata portion (15.838%) of the shares offered under the Placement;
b. take up its entitlement in full under the institutional component of the Entitlement Offer
(
Salt Entitlement Shares
);
c. be allocated by APL a number of Institutional Shortfall Shares in compliance with the
requirements set out in Rule 5.2.2(d) (such number of Shares, together with the Salt
Entitlement Shares, the
Salt Subscription Shares
);
d. settle and be allotted such number of Salt Subscription Shares on the Institutional
Allotment Date that results in its holding being no more than 19.999% of the Shares on
issue immediately following the allotment of all Shares on the Institutional Allotment Date;
and
e. settle and be allotted the Salt Subscription Shares which are not allotted on the
Institutional Allotment Date (the
Deferred Salt Allotment Shares
) on the Retail Allotment
Date.
Waiver from NZX Listing Rule 5.2.1 – Further Information
16. APL has two major shareholders which are Related Parties as holders of more than 10% of
APL’s shares (per limb (b) of the definition of “Related Party”), being:
a. Augusta, which holds 18.854% of APL’s shares;
b. Salt, which holds 15.838% of APL’s shares.
17. Each of Augusta and Salt will be invited to participate in the Placement on the same terms as
all other participants. APL directors (and their relatives), Senior Managers and Directors of
Augusta and other Related Parties of APL may also participate in the Placement (together
with Augusta and Salt, the
Relevant Parties
).
18. If Augusta and Salt are the only Related Parties participating in the Placement, a pro-rata
allocation to those two shareholders would be less than 10% of APL's Average Market
Capitalisation. However, it is possible that other Related Parties may participate in the
Placement. In any event, APL would like to maintain flexibility to allocate to shareholders at a
level above their pro-rata holding, subject to compliance with Rule 4.5.1(e)(iii) in the case of
Augusta.
19. The pricing and allocation determinations under the Placement will be made between the
Underwriter and the Directors of APL (excluding any Director who is an Associated Person of
any of the Relevant Parties), in accordance with the terms of the Underwriting Agreement.
20. The market value of the shares issued to the Relevant Parties under the Placement not be
known until the completion of the Placement. Accordingly, the market value of APL’s shares
issued to the Relevant Parties in the Placement may exceed 10% of APL's Average Market
Capitalisation, which was approximately $54.9 million as at 9 September 2020.

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21. Limb (b) of the definition of Material Transaction requires that APL consider the aggregate
amount of shares being issued to any Related Party that participates in the Placement when
determining whether shareholder approval of a related party transaction is required.

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Appendix Two - Rules
Rule 4.19.1
4.19
Allotment of Financial Products
4.19.1 An Issuer making an offer of Financial Products intended to be Quoted (other
than Equity Securities under Rule 4.8 or Rule 4.9) must allot such Quoted
Financial Products no later than 10 Business Days after the final closing date of
the Offer.

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Rule 5.2 Transactions with Related Parties
5.2.1 An Issuer shall not enter into a Material Transaction if a Related Party is, or is likely
to become:
(a) a direct party to the Material Transaction; or
(b) a beneficiary of a guarantee or other transaction which is a Material
Transaction,
unless that Material Transaction is approved by an Ordinary Resolution (such
resolution being subject to the voting restrictions in Rule 6.3) or conditional on such
approval.

"Material Transaction" means a transaction, or a related series of transactions,
whereby an Issuer:
...
(b) issues its own Financial Products, or acquires its own Equity Securities, having
a market value above 10% of the Issuer's Average Market Capitalisation
(except where Rule 4.5 applies or in the case of an issue of Debt Securities,
in which case only the market value of Financial Products being issued to any
Related Party or to any Employees of the Issuer are to be taken into account),

"Related Party" means a person who, at the time of a Material Transaction, or at any
time within the previous six months, was:
...
(a) a Director or Senior Manager of the Issuer or any of its Subsidiaries,
(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),
except where the person becomes an Associated Person as a consequence of the
Material Transaction,