Waiver from Listing Rule 3.16.2

NZ RegCo

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14 February 2023
NZ RegCo Decision
Trade Window Holdings Limited (TWL)
Application for waiver from NZX Listing Rule 3.16.2

NZ RegCo

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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. The Rule to which this decision relates is set out in Appendix Two.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the
Rules.
Waiver from Listing Rule 3.16.2
Decision
4. Subject to the condition set out in paragraph 5 below, and on the basis that the information
provided by Trade Window Holdings Limited (TWL) is complete and accurate in all material
respects, NZ RegCo grants TWL a waiver from NZX Listing Rule 3.16.2 (Rule), in respect of the
extension of the closing date (Extension) of the offer of shares pursuant to the Share Offer
announced on 17 January 2023.
5. The waiver in paragraph 4 above is provided on the condition that TWL makes an announcement
on MAP of the Extension, and the new closing date of 5.00pm on 24 February 2023, by 12.00pm
16 February 2023.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. The operational policy reason behind the Rule is to ensure that changes to the closing date of
an offer that will affect the allotment of securities are appropriately notified to NZX and the
market. In the present case, investors who have already subscribed for shares will not be
materially affected by the Extension, as they will be allotted those shares and will be able to
trade them on NZX in accordance with the revised timetable, if they wish;
b. TWL reserved the right to change the closing date of the Share Offer in its Offer Letter; and
c. The announcement regarding the Extension will ensure that the market is well informed and
existing subscribers are not disadvantaged.

NZ RegCo

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Appendix One
1. TWL is concerned that with the North Island effectively shut down due to Cyclone Gabrielle,
investors who were seeking to participate in the Share Offer this week may be disadvantaged in
doing so, particularly given the distraction and disruption to such investors that the cyclone will
undoubtedly bring.
2. Further, TWL has been delayed in arranging closing meetings with investors who are already in
due diligence processes, but will likely not be able to conclude their investigations during this
disrupted week.
3. TWL considers that an extension of the Share Offer period of a further 5 Business Days will
mitigate any disadvantage experienced by such investors due to the impacts of the cyclone.

NZ RegCo

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Appendix Two
Rule 3.16.2
An Issuer wishing to extend the closing date for an offer of Financial Products that are intended to be
Quoted must notify NZX by release through MAP of the new date at least 5 Business Days before the
original closing date. An Issuer must not, without the prior consent of NZX, extend a closing date
more than once.