Approval under Rule 8.1.6 & Waiver under Rule 8.1.5

1/12/2021
NZ RegCo Decision
Winton Land Limited (NS) ("WIN")
Application for approval under NZX Listing Rule 8.1.6 and
waiver under NZX Listing Rule 8.1.5

NZ RegCo

2


Background
1. The information on which this decision is based is set out in Appendix One to this decision. These
waivers will not apply if that information is not or ceases to be full and accurate in all material
respects.
2. The Rules to which this decision relates are set out in Appendix Two to this decision.
3. Capitalised terms that are not defined in Appendix One to this decision have the meanings given to
them in the Rules.
Approval under Rule 8.1.6
Decision
4. Subject to the conditions set out in paragraph 6 below, and on the basis that the information
provided by Winton Land Limited (NS) (WIN) is complete and accurate in all material respects, NZX
Regulation Limited (NZ RegCo) grants WIN approval under Rule 8.1.6 to allow WIN to include
provisions in its Constitution which allow the Board to restrict the transfer of WIN’s securities to
Overseas Persons and which allow the Board to require certain documentation and/or information in
relation to a proposed transfer or transferee of WIN’s securities, in the circumstances permitted
under the proposed clause 13, and clauses 3 and 5 of the Fourth Schedule of the Constitution.
Waiver under Rule 8.1.5
Decision
5. Subject to the conditions set out in paragraph 6 below, and on the basis that the information
provided by WIN is complete and accurate in all material respects, NZ RegCo grants WIN a waiver
from Rule 8.1.5, to the extent that this Rule would otherwise prevent WIN from suspending the voting
rights attaching to securities that the Board has determined, in accordance with the process set out
in the Fourth Schedule of the Constitution, are Affected Shares.
Conditions
6. The approval in paragraph 4 and waiver in paragraph 5 are provided on the following conditions:
a. WIN will be given a non-standard (NS) designation, in terms of its listing on the Main Board.
b. An outline and explanation of the provisions in the Constitution that restrict the transfer of
securities, and of the circumstances in which voting rights may be suspended (Outline And
Explanation Of The Effects) are appropriately disclosed in the product disclosure statement
for WIN’s initial public offering of ordinary shares (Offer), and the Constitution is disclosed on
the Disclose register for the Offer offering documents for equity securities.

NZ RegCo

3


c. WIN includes an Outline And Explanation Of The Effects on its website and includes reference
to that disclosure in each annual report published by WIN.
d. either (i) where the Affected Shares are held by the holder on the New Zealand share register,
WIN instructs a trading participant (as defined in the NZX Participant Rules) to undertake any
Compulsory Sale of Affected Shares on behalf of a shareholder, or by any other method as
agreed by NZ RegCo; or (ii) where the Affected Shares are held by the holder on the CHESS
Subregister or WIN’s Issuer Sponsored Subregister, WIN instructs a trading participant (as
defined in the ASX Operating Rules) to undertake any Compulsory Sale of Affected Shares on
behalf of a shareholder, or by any other method as agreed by ASX.
e. The Outline And Explanation Of The Effects includes an explanation that:
i. should WIN become aware that a transfer of its securities will, if registered, cause WIN to
exceed the Overseas Ownership Threshold, WIN has the ability to refuse to register that
transfer of securities; and
ii. should WIN determine that certain of its securities are Affected Shares (whether due to
the holder taking a transfer of those securities, a change in circumstances of the holder or
otherwise), WIN has the power to suspend the voting rights attaching to those Affected
Shares until those Affected Shares are disposed of to a non-overseas person (whether as
a result of a sale by the relevant shareholder or by WIN exercising its power to require
the Compulsory Sale of Affected Shares on behalf of the relevant shareholder).
Reasons
7. In coming to the decision to provide the approval under Rule 8.1.6 set out in paragraph 4 above and
the waiver under Rule 8.1.5 set out in paragraph 5 above, NZ RegCo 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. NZ RegCo is comfortable that the
circumstances in which the voting rights of the Affected Securities are suspended, does not
breach the policy of this Rule.
b. The provisions described in paragraph 6 of Appendix One only apply in limited circumstances.
Specifically, the provision that suspends the voting rights of the Affected Shares is temporary
and only applies once it is determined that the shares are in fact Affected Shares, and until the
point that the Affected Shares are transferred to a non-overseas person.
c. Transfer restrictions can be approved to prevent the aggregation of the holding of Quoted
Financial Products by a group of persons which could reasonably be expected to adversely
affect a significant part of the business of an Issuer. NZ RegCo is comfortable that the granting
of this approval is in line with the discretion contemplated by Rule 8.1.6.

NZ RegCo

4


d. The conditions contained in paragraph 6 will ensure that persons trading ordinary shares on
market have notice of the limit on aggregate overseas ownership of WIN’s securities, the
consequences of holding securities which cause WIN to breach the Overseas Ownership
Threshold. Further, these investors will have notice of WIN’s power to suspend voting rights on
and require (or effect) a transfer of Affected Shares.
e. There is precedent for this decision.

NZ RegCo

5


Appendix One
1. Winton Land Limited (WIN) is a Listed Issuer with Equity Securities Quoted on the NZX Main Board.
2. The Company currently owns interests in land that is likely to be sensitive (including residential land)
under the Overseas Investment Act 2005 (OIA).
3. Once listed, the Company will be considered an “overseas person” under the OIA if:
a. in aggregate, overseas persons own 50% or more of a class of Equity Securities; or
b. overseas persons that own (together with their associates) 10% or more of the class of Equity
Securities hold, in aggregate, more than 25% of the class of Equity Securities,
(Legislative Limit).
4. If an “overseas person” acquires Equity Securities in WIN and WIN consequently exceeds the
Legislative Limit (which could occur via on-market transfers without WIN’s knowledge):
a. the acquisition of WIN’s Equity Securities that caused WIN to exceed the Legislative Limit will
constitute an overseas investment in sensitive assets under the OIA and will require consent
under the OIA; and
b. WIN will itself become an “overseas person” and will require consent for any subsequent
acquisitions of sensitive assets, including sensitive land under the OIA.
5. WIN is a residential land developer and its business involves the acquisition and development of
land. If WIN were to be an “overseas person” under the OIA, these acquisitions would require consent
under the OIA, which would impose significant additional cost and uncertainty on WIN’s business.
Ensuring that it is not an “overseas person” is integral to the WIN’s ongoing competitive advantage.
6. WIN proposes that its Constitution include the following provisions:

a. Require on request a current, or proposed new, shareholder to provide information
concerning whether they are an Overseas Person under the OIA (clause 3 of the Fourth
Schedule of the Constitution);
b. give the Board the ability to refuse to register a share transfer if:
i. the Board considers that it will, or is likely to, cause the extent of overseas ownership in
WIN to exceed a specified percentage (currently set at 90%, however, the percentage
can be increased by the Board) of the statutory level at which the number of securities
in WIN held by “overseas persons” under the OIA makes WIN itself an “overseas
person” (Overseas Ownership Threshold); or
ii. the transferee has not provided satisfactory documentary evidence on request, with
respect to determining whether the registration of that transfer would cause the extent of
overseas ownership in WIN to breach the Overseas Ownership Threshold,
(clause 15.4 and clause 5 to the Fourth Schedule of the Constitution);

NZ RegCo

6


c. suspend the voting rights attaching to any of WIN’s securities which the Board determines,
after following the process in the Constitution, have caused the extent of overseas ownership
in WIN exceed the Overseas Ownership Threshold (Affected Shares) (clause 9.1(a) of the
Fourth Schedule to the Constitution); and
d. require the sale of Affected Shares, through a method previously approved by NZ RegCo, if
the registered holder does not sell those securities to a person who is not an “overseas
person: within 20 working days, with the proceeds of the sale (less any costs of sale) being
paid to the registered holder (clause 9.1(b) of the Fourth Schedule to the Constitution).
7. The provisions outlined in paragraph 6 above enable WIN to prevent the aggregate holding of WIN’s
securities from breaching the Overseas Ownership Threshold which is a key aspect of WIN’s ability to
reduce the risk that WIN would become an “overseas person” under the OIA (something which WIN
cannot otherwise prevent).

8. Clause 7 of the Fourth Schedule to the Constitution includes a requirement for the Board to give
notice to the relevant registered holder before making a determination that certain securities held by
that holder are Affected Shares. The notice must explain the consequence of the Board determining
that those securities are Affected Shares. After a specified period has passed during which time the
holder is able to make representation to the Board, the Board of WIN is then able to:

a. give notice to a holder with its final determination as to whether such securities are Affected
Shares; and
b. in the event that the Board has determined that such securities are Affected Shares, exercise
the powers outlined in paragraphs 9.c and 9.d above.

NZ RegCo

7


Appendix Two
8.1 Transfer of Quoted Financial Products (common rules)
8.1.1 Subject to the provisions of any legislation, and to Rule 8.1.4 and Rule 8.1.6(a), no Issuer
may impose, in its Governing Document or otherwise, any restriction on the right of a holder
of a Quoted Financial Product to transfer that Financial Product, or any restriction upon
registration of a properly completed transfer of Quoted Financial Products.
8.1.3 Subject to the provisions of Rule 8.1.2 and Rule 8.1.6(a) and (b), and of any applicable
legislation, no Issuer may:
(a) require any documentation relating to transfers other than to establish an entitlement to
transfer,
(b) require any information relating to the transferee (except for such information necessary
to record the transfer), or
(c) impose any restriction on the acceptability of any common form of transfer.
8.1.5 Except as expressly permitted by the Rules, no benefit or right attaching to a Quoted
Financial Product shall be cancelled or varied by reason only of a transfer of that Quoted
Financial Product.
8.1.6 The Governing Document of an Issuer may:
(a) restrict the transfer of Debt Securities by requiring that holders must hold those Debt
Securities in a specified minimum nominal amount (of no more than $10,000, or such
higher amount as NZX may specific from time to time) and/or in integral multiples of a
specified nominal amount (of no more than $1,000, or such higher amount as NZX may
specify from time to time),
(b) with the prior approval of NZX, incorporate any other provision restricting the transfer of
Relevant Interests in Financial Products, or
(c) prescribe procedures entitling the Issuer to sell Quoted Financial Products held in less
than Minimum Holdings and to account to the holders for the proceeds of sale after
deduction of reasonable sale expenses. At least three months’ prior notice must be given
to the affected holders before such action.