CEN - Waiver from NZX Listing Rule 4.9.1(a)

11 September 2024

NZ RegCo Decision

Contact Energy Limited (CEN)
Application for Waiver from NZX Listing Rule 4.9.1(a)

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
decision will not apply if that information is not or ceases to be full and accurate in all material
respects.
2. The NZX Listing Rule (Rule) to which this decision relates is set out in Appendix Two to this decision.
3. Capitalised terms which have not been defined in this decision have the meaning given to them in the
Rules.
Waiver from Rule 4.9.1(a)
Decision
4. Subject to the condition set out in paragraph 5 below, and on the basis that the information provided
by Contact Energy Limited (CEN) is complete and accurate in all material respects, NZ RegCo grants
CEN a waiver from Rule 4.9.1(a) to the extent this rule would require CEN to offer CEN shares under
the Scheme to Overseas Shareholders.
5. The waiver in paragraph 4 above is provided on the condition that CEN must arrange the sale of any
CEN shares to which the Overseas Shareholders would be entitled if they were eligible to receive
them under the Scheme, to and by a nominee who is an NZX Firm, and that the nominee must then
account to the Overseas Shareholders for the net proceeds of sale of those CEN shares.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 4 above, NZ RegCo has
considered that:
a. the policy behind Rule 4.9.1(a) is that all holders of the same class of shares should receive the
same consideration for their shares. This policy is satisfied because
Overseas
Shareholders will
be fairly compensated under the Proposed Transaction through the issuance of securities (being
the Consideration Shares which would have otherwise been offered and issued to those
Overseas
Shareholders) to a nominee company which will then sell them and transfer the net proceeds to
the
Overseas
Shareholders;
b. Shareholders outside of New Zealand and Australia hold a minority of the Target’s Shares, being
approximately 0.66% of the Shares. T he costs and complexity associated with offering and issuing
Consideration Shares to
Overseas
Shareholders outweighs the benefit of strict compliance with
Rule 4.9.1(a);
c. the granting of this waiver is consistent with the exemption policy of the Takeovers Panel in relation
to scrip offers;
d. the Rules contain a similar exclusion to that proposed by the Waiver in relation to the ability to
exclude shareholders in overseas jurisdictions from offers made under Rule 4.4.1(e) (which relates
to an offer for the issue of securities in connection with pro-rata issues and share purchase plans).
In that case, shareholders may be excluded if, in the Issuer’s reasonable opinion, it would be unduly
onerous for the Issuer to make that offer in those overseas jurisdictions. The sale mechanism
required under Rule 4.4.1(e) in respect of Renounceable offers is substantially the same as is
proposed under this waiver;
e. the Rules also contemplate that a dividend reinvestment plan may exclude shareholders in a
jurisdiction outside New Zealand if, in the Issuer’s reasonable opinion, it would be unduly onerous
to make the offer in that jurisdiction;
f. the arrangements for Overseas Shareholders will be a matter considered by the Court when it
decides whether to make orders to convene a meeting of Target shareholders for the purpose of

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voting on the Scheme (or by the Takeovers Panel in respect of any takeover offer); and
g. there is precedent for this decision.
Confidentiality
7. CEN has requested that this application and any decision be kept confidential until the release of an
announcement that the scheme implementation deed relating to the proposed Scheme has been
signed.
8.
In accordance with Rule 9.7.2(a), NZ RegCo grants CEN’s request.

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Appendix One
1. Contact Energy Limited (CEN) is a Listed Issuer with Securities Quoted on the NZX Main Board and is
also listed with ASX Limited (ASX) as a New Zealand foreign exempt listing.
2.
CEN is considering acquiring all of the shares (
Shares
) in Manawa Energy Limited (
MNW
) pursuant to
a court-approved scheme of arrangement under Part 15 of the Companies Act 1993 (the
Scheme
).
Alternatively, CEN may consider undertaking the acquisition by way of a takeover offer under the
Takeovers Code (whether at the outset of any transaction or if the scheme implementation agreement
in respect of the Scheme was terminated) (
Takeover
, and together with the Scheme,

the
Proposed
Transaction
).
3.
It is proposed that the consideration payable under the Proposed Transaction to MNW shareholders will
be paid partly in cash and partly by the issue of new ordinary shares in CEN (Consideration Shares).
More specifically, it is proposed that, if the Proposed Transaction completes:
a. Consideration Shares will be issued to MNW shareholders who are ordinarily resident in New
Zealand, Australia or any other jurisdiction as may be agreed in writing by CEN and MNW (each
acting reasonably) (Local Shareholders).
b. Consideration Shares which are to be issued to MNW shareholders in jurisdictions other than New
Zealand, Australia and any other such agreed jurisdictions (
Overseas
Shareholders) will be
issued to a nominee. The nominee will be instructed to sell the Consideration Shares in an orderly
manner and account to the
Overseas
Shareholders for the proceeds. Shareholders outside of New
Zealand and Australia hold approximately 0.66% of the Shares in MNW.
4.
This approach is proposed as a way of ensuring that all MNW shareholders are fairly compensated for
the sale of their shares in MNW, while avoiding the significant cost and complexity which would be
involved with offering and issuing CEN shares jurisdictions other than New Zealand, Australia and other
agreed jurisdictions.
5.
CEN is proposing to rely on Rule 4.9.1(a) to undertake the Proposed Transaction.

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Appendix Two
4.9 Issues relating to takeovers, conversions, minimum holdings and amalgamations
4.9.1 An Issuer may issue Equity Securities if:
(a) the issue is in consideration of an offer made by the Issuer in accordance with:
(i) the Takeovers Code or a scheme of arrangement under Part 15 of the Companies Act 1993,
or
(ii) the takeover regime of a jurisdiction other than New Zealand which NZX considers provides
a similar or greater level of protection to the recipients of the offer as the Takeovers Code or
Appendix 3, and
the offer is made to all holders (other than the Issuer) of any Equity Securities in any other entities
Listed on the Main Board or on another stock exchange, except if the other entity is an Associated
Person of the Issuer or of any Director of the Issuer,
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