12 October Background
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1 12 October 2004 NZX Regulation Air New Zealand Limited Application for Approvals Under or Waivers from Listing Rules , , 3.3.2, 3.1.1(d), 3.1.1(e), 1.1 in respect of Definition of Debt and Equity Securities and 3.6.3(f) Background 1. Air NZ has applied to NZXR for certain waivers from the NZSX Listing Rules in relation to certain ownership and control provisions in clause 3.5, those clauses referred to in clause 3.5 and clause 3.6 of its constitution ( the Kiwi Share Provisions ). The Kiwi Share Provisions have been included in Air New Zealand Limited s ( Air NZ ) articles of association or constitution since it was first listed in 1989 and are the reason why Air NZ has been listed with a non-standard designation. Those provisions are designed to ensure that Air NZ s operating rights (i.e., its rights to operate air services) are not adversely affected. 2. Air NZ s rights to operate international air services arise under bilateral agreements negotiated between the New Zealand government and foreign governments. New Zealand is a party to numerous bilateral agreements with foreign countries relating to international air services to, from and/or beyond New Zealand and the relevant foreign country. 3. Air NZ advises that to operate an international airline service under a bilateral agreement an airline must be designated by its government to operate the services in question. Air New Zealand is currently New Zealand s designated international airline under numerous bilateral agreements. 4. A designated carrier such as Air NZ must also be acceptable to the foreign government concerned. Air NZ advises that under most bilateral agreements it is a requirement that a designated international airline must be substantially owned and/or effectively controlled by either the government or nationals of the relevant country. 5. The Kiwi Share Provisions set out in Air NZ s constitution entrench the requirement for Air New Zealand to remain substantially owned and effectively controlled by New Zealand nationals. These provisions are set out in clauses 3.5, 3.6 and the list of provisions identified in clause 3.5(b) of Air NZ s constitution. Air NZ advise that these provisions are fundamental to Air NZ s ability to ensure that its international operating rights will not be adversely affected. They are also a fundamental requirement of the Crown (as the Kiwi Shareholder). The Kiwi Shareholder requires those provisions to be included in the constitution and also requires that they can not be changed without the Kiwi Shareholder s consent. 6. Changes are proposed to be made to Air NZ s constitution in response to the changes made to the Listing Rules in October 2003 and May However as the Kiwi Share Provisions include certain restrictions on the ownership and control of Air NZ the proposed constitution will not comply with the Listing Rules in certain aspects. Air NZ seeks waivers, approvals and Rulings to address the areas where the constitution departs Page 1 of 12
2 from the Listing Rules. NZX Regulation ( NZXR ) has been asked to consider eight applications. This decision sets out these eight applications and NZXR s decisions in respect of each of them. 7. Air NZ summarises the key Kiwi Share Provisions in its constitution as follows: a. A provision that no non-new Zealand national may hold or have an interest in Equity Securities which confer 10% or more of the total Voting Rights in Air NZ without the consent of the Kiwi Shareholder; and b. A restriction on airlines holding or having an interest in any Equity Security without the Kiwi Shareholder s consent. Application 1 Approval under Listing Rule Air NZ has applied to NZXR for approval under Listing Rule to enable it to have restrictions on transfer of securities in its constitution. 9. Air NZ advises that the new constitution repeats the Kiwi Shareholder Provisions of the existing constitution, which provisions contain restrictions on transfers extending beyond those specifically provided for in section 11 of the Listing Rules. The provisions imposing restrictions on transfers are intended to ensure that Air NZ s operating rights are not affected and that Air NZ remains substantially owned and effectively controlled by New Zealand nationals. Air NZ summarises the relevant provisions of the new constitution as follows: a. Clause 3.3 which provides that an owner or operator of an airline business may not hold or have an interest in any Equity Securities unless the prior written consent of the Kiwi Shareholder is obtained; b. Clause 3.4 which provides that no person who is not a New Zealand national may hold or have an interest in Equity Securities which confer 10% or more of the total Voting Rights, unless the prior written consent of the Kiwi Shareholder is obtained; c. Clauses 9.5 and 10.1 which enable the Board to require statutory declarations (or other disclosure) to ensure that the provisions relating to holdings of or interests in Ordinary Shares are complied with; d. The provisions of clauses 9.7 and 9.8 which allow the Board to refuse to register transfers of Equity Securities where the provisions relating to ownership or interest in those Equity Securities are not complied with (in the case of declaration or disclosure of nationality or identity, to the satisfaction of the Board); and e. The remainder of the provisions of section 10 of the constitution which give the Board and/or the Kiwi Shareholder the power to treat Equity Securities as Affected Equity Securities and in certain circumstances to remove the voting rights and require those Equity Securities to be disposed of. Listing Rule Listing Rules and prohibit an Issuer from imposing restrictions on transfer, subject to Listing Rule Rule provides that: Page 2 of 12
3 "an Issuer may, with the prior approval of NZX, incorporate in its Constitution or Trust Deed a provision restricting the issue, acquisition or transfer of Relevant Interests in Equity Securities. 11. The footnote to Listing Rule provides: NZX recognises that there are situations in which a restriction on the ownership of the Equity Securities of an Issuer may be appropriate. In addition, NZX wishes to facilitate the Listing of entities (such as co-operative companies) which may have membership or security ownership restrictions and have not previously availed themselves of the services offered by NZX. NZX will generally exercise its discretion to permit a restriction to be introduced where: a. the Issuer has some right, licence, or property which forms a significant part of the business of the Issuer (such as airline landing rights or fishing quota) which could reasonably be expected to be adversely affected by the aggregation of the holding of Equity Securities by a person or group of persons; b. the restriction is desirable, expedient or necessary in connection with giving effect to a statutory requirement; c. there are other reasons which NZX considers justify the inclusion of a restriction. NZX will as a general rule only exercise its discretion under Rule before the time of the initial Listing of an Issuer or, in respect of a Class of Securities of an Issuer, before the time of the initial Quotation of that Class. NZX s view is that any restriction on the ownership of Equity Securities of an Issuer should be clear at the time of Listing or Quotation, so that investors can make an informed investment decision before they acquire Equity Securities of the Issuer through NZX. 12. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR has approved under Listing Rule the restrictions on transfer and ownership of Air NZ securities set out in the Kiwi Share Provisions of the Air NZ constitution. 13. In coming to the decision to grant approval under Listing Rule NZXR has considered the following matters: a. The footnote to Listing Rule provides guidance on when NZXR will grant approval under that Rule. NZXR considers that the requirements set out in the footnote are satisfied in this case for the following reasons: i. NZXR is satisfied that there are airline landing rights which form a significant part of Air NZ s business and that it is likely that these would be materially and adversely affected by the holding of Equity Securities by overseas persons in breach of the Kiwi Share provisions. Page 3 of 12
4 ii. iii. NZXR accepts that it is desirable that the restrictions remain in Air NZ s constitution to enable Air NZ to continue to have landing right benefits under the various bilateral international agreements relevant to it. The restrictions in the Kiwi Share Provisions were made clear in the 1989 offering memorandum prepared in connection with Air NZ s initial listing on the New Zealand Stock Exchange. In addition Air NZ has a non-standard designation. Accordingly security holders are aware of the restrictions and are able to incorporate the restrictions in their decisions to invest in Air NZ. b. There is precedent for the decision. The Market Surveillance Panel agreed to grant similar approvals pursuant to Listing Rule in 1997 and 2001 on the understanding that the transfer and ownership restrictions are imposed to enable Air NZ to ensure that its operating rights are not affected and that Air NZ remains substantially owned and effectively controlled by New Zealand nationals. Application 2 Waiver from Listing Rule Air NZ has also applied to NZXR for a waiver from Listing Rule to enable it to include the Kiwi Share Provisions in its constitution that contemplate cancelling or varying the benefits or rights attaching to securities in certain circumstances. 15. Listing Rule prohibits the cancellation or variation of a benefit or right attaching to a security as a result of a transfer. As Listing Rule is not made subject to Rule , a separate waiver is required in order to enable Air NZ to include the provisions in clause 10 in its new constitution. These enable the Board to require a shareholder to make a statutory declaration as to whether that shareholder is a New Zealand national. These provisions also enable the Board and/or the Kiwi Shareholder to declare Equity Securites to be Affected Equity Securities and in certain circumstances to remove voting rights and require Equity securities to be disposed of. Listing Rule Listing Rule provides: Except as expressly permitted by the Rules, no benefit or right attaching to a Security shall be cancelled or varied by reason only of a transfer of that Security. 17. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR has decided to grant a waiver from Listing Rule to enable Air NZ include clause 10 in its constitution enabling it to cancel or vary the benefits or rights attaching to a security in certain circumstances. 18. In coming to the decision to grant a waiver from Listing Rule NZXR has considered the following matters: Page 4 of 12
5 a. NZXR considers that in this case the reasons set out in paragraph 13 above supporting approval under Listing Rule equally justify a waiver in respect of Listing Rule b. There is precedent for a waiver. The Market Surveillance Panel agreed to grant Air NZ waivers from Listing Rule in 1997 and 2001 to enable it to include the same provisions in its existing constitution. Application 3 Ruling in respect of Listing Rule Clause 3.5 of Air NZ s constitution requires the Kiwi Shareholder s consent to any amendment, removal or alteration of a number of the provisions of the constitution, being provisions designed to ensure that Air NZ remains substantially owned and effectively controlled by New Zealand nationals. 20. Air NZ has also applied for a ruling in respect of Listing Rule that the Kiwi shareholder s veto provisions in the Kiwi Share Provisions of the Air NZ constitution do not fall within the definition of Vote in the Listing Rules. Listing Rule Listing Rule provides: Subject to Rule 8.1.4, Securities of an Issuer may carry different numbers of Votes. 22. Listing Rule provides: Any provision of the nature referred to in Rule or 8.1.2, or issue of the nature referred to in Rule 8.1.3, shall be subject to the approval of NZX. NZX may grant approval on such conditions as it thinks fit (including a condition for approval of resolutions of holders of any Class or group of Securities of the Issuer). 23. Vote is defined as follows: Vote means a right to vote at meetings of holders of Securities of the Issuer other than: (a) (b) (c) a right to vote solely upon matters of a nature immaterial or inconsequential to the control of the Issuer, or to the control of any material part of the business or operations of the Issuer; or a right to vote only when a payment in respect of the Security in question is in arrears or some other default exists, or on a proposal to change the rights attaching to that Security, or in other circumstances of a special or remote nature; or a right to vote attaching to Securities which are not Equity Securities, exercisable only at meetings of holders of those Securities. Page 5 of 12
6 24. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR Rules that the Kiwi Shareholder s veto provisions in the Kiwi Share Provisions of the Air NZ constitution do not fall within the definition of Vote in the Listing Rules. 25. In coming to this decision NZXR has considered the following matters: a. NZXR considers that the veto rights in the Kiwi Share Provisions represents a right to vote in circumstances of a special or remote nature in terms of the second limb of the definition of Vote. b. There is precedent for this decision. The Market Surveillance Panel has previously confirmed that it did not consider that the corresponding veto rights in the existing Air NZ constitution fall within the definition of Vote in the Rules. Application 4 - Listing Rule Air NZ is seeking a waiver from Listing Rule to enable controls to be incorporated in the Air NZ constitution relating to the nomination of directors. In that regard: a. Clause 24.3 of the new constitution repeats the provision in the existing constitution which provides that the majority of the directors (including any managing director) must be New Zealand citizens. b. Clause 27.8 of the new constitution retains a provision from the existing constitution which imposes a restriction on the appointment of a chairperson. The clause provides that the chairperson must, in addition to being a New Zealand citizen, be a person approved by the Minister of Finance. That additional restriction only applies while the Crown is a substantial security holder in the company through being the beneficial owner of Equity Securities. 27. In support of this application Air NZ states that the controls are intended to ensure that Air NZ remains a company effectively controlled by New Zealand nationals for the purpose of preserving Air NZ s operating rights. Listing Rule Listing Rule provides: No person (other than a Director retiring at the meeting) shall be elected as a Director at an annual meeting of Security holders of an Issuer unless that person has been nominated by a Security holder entitled to attend and vote at the meeting. There shall be no restriction on the persons who may be nominated as Directors (other than the holding of qualification shares, if the Constitution so requires) nor shall there be any precondition to the nomination of a Director other than compliance with time limits in accordance with this Rule The opening date (if any) for nominations shall not be less than three months, and the closing date for nominations shall not be more than two months, before the date of the annual meeting at which the election is to take place. An Issuer shall make an announcement to the market no less than three months prior to the date of the proposed annual meeting of Security holders Page 6 of 12
7 advising of the opening date for Director nominations and the closing date for Director nominations. Notice of every nomination received by the Issuer before the closing date for nominations shall be given by the Issuer to all persons entitled to attend the meeting together with, or as part of, the notice of the meeting and the Issuer shall specify in such notice the Board s view on whether or not the nominee would qualify as an Independent Director. 29. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR has decided to grant a waiver from Listing Rule to apply only in the situation where a nomination could not be accepted because the election of the nominee would result in the composition of the Air NZ board breaching clause 24.3 or clause 27.8 of the constitution. 30. In coming to this decision NZXR has considered the following matters: a. In light of the intention to ensure that Air NZ s operating rights are not affected and that Air NZ remains effectively controlled by New Zealand nationals it is appropriate to grant the waiver. b. There is precedent for the waiver. Similar waivers were granted by the Market Surveillance Panel in 1997 and Application 5 - Listing Rule 3.1.1(d) 31. Air NZ is seeking a waiver from Listing Rule 3.1.1(d) to provide that any ruling by NZX cannot authorise an act or omission which would contravene the Kiwi Share Provisions of the constitution. 32. Air NZ states that clause 2.3 of the new constitution complies with Listing Rule 3.1.1(d) except that clause 2.3 also provides that an act or omission authorised by a Ruling will not be deemed to be authorised if it would be in contravention of the Kiwi Share Provisions of the new constitution (and the consent of the Kiwi Shareholder has not first been obtained). Listing Rule 3.1.1(d) 33. LR 3.1.1(d) provides that the Constitution of every Issuer shall: "contain a provision to the effect that if NZX has granted a Ruling to that Issuer authorising any act or omission which in the absence of that Ruling would be in contravention of the Rules or the Constitution, the act or omission shall, unless a contrary intention appears in the Constitution, be deemed to be authorised by the Rules and by the Constitution..." The definition of Ruling includes waivers. 34. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR has decided to grant a waiver from Listing Rule 3.1.1(d) to allow clause 2.3 of the Air NZ constitution to include that an act or omission authorised by a Ruling Page 7 of 12
8 will not be deemed to be authorised if it would be in contravention of the Kiwi Share provisions of the constitution. NZXR has granted the Ruling subject to the conditions that: a. In respect of any Ruling that Air NZ applies for, Air NZ must raise with NZXR any potential for the Ruling to conflict with the Kiwi Share provisions prior to the Ruling being made. b. In the context of any other Ruling made or to be made by NZX that might conflict with the Kiwi Share provisions, Air NZ must bring the conflict to the attention of NZX immediately that it becomes aware of the Ruling or intention to make the Ruling. 35. In coming to the decision to grant a waiver from Listing Rule 3.1.1(d) NZXR has considered the following matters: a. There is precedent for this waiver. The Panel agreed to grant a waiver to the same effect in 1997 and 2001 on the condition that an explanation was contained in Air NZ's relevant notice of meeting. b. Air NZ submits that the provisions in the constitution are necessary to ensure the effectiveness of the Kiwi Share Provisions which are designed to protect Air NZ s international operating rights. NZXR has no reason not to accept this submission. c. There is a mechanism in place by way of condition to ensure that NZXR is made aware of any potential for a Ruling to conflict with the Kiwi Share provisions. Application 6 - Listing Rule 3.1.1(e) 36. Clause 2.5(a) of the new constitution complies with the new requirement of Listing Rule 3.1.1(e) by providing that if a provision in the new constitution is inconsistent with the Listing Rules, the Listing Rules prevail. 37. Air NZ states that in order to satisfy the Crown s requirements, clause 2.5(a) is made subject to the Kiwi Share Provisions of the new constitution (so that a provision of the NZX Listing rules cannot override those Kiwi Share provisions). This qualification is the same as the qualification that was included in the existing constitution in 2002 in relation to ASX Listing Rules. 38. Listing Rule 3.1.1(e) provides that if a provision in the constitution is inconsistent with the Listing Rules, the Listing Rules prevail. Air NZ is seeking a waiver to the effect that the Listing Rules cannot override the Kiwi Share provisions. Listing Rule 3.1.1(e) 39. Listing Rule 3.1.1(e) provides that the constitution of each Issuer shall: not contain any provision inconsistent with the Rules as modified by any Ruling relevant to the Issuer and shall in any event include a provision that provides that if a provision in the constitution is inconsistent with the Rules, the Rules shall prevail. Page 8 of 12
9 40. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR has decided to grant a waiver from Listing Rule 3.1.1(e) to the limited extent that if the Listing Rules conflict with the Kiwi Share Provisions, the Kiwi Share provisions prevail subject to the condition below in respect of the new constitution. The waiver is subject to the conditions that: a. Where changes are made to the Listing Rules which conflict with the Kiwi Share Provisions this waiver will be in effect in respect of each Listing Rule change only until the Air NZ constitution is put forward to a meeting of shareholders to be amended to incorporate the changes made to the Listing Rules (in accordance with Listing Rule ). b. Upon becoming aware of the changes to the Listing Rules Air NZ immediately notifies NZX what rules, if any, conflict with the Kiwi Share provisions. c. The waiver will apply to the extent only that Listing Rule changes conflict with the Kiwi Share provisions. 41. In coming to the decision to grant a waiver from Listing Rule 3.1.1(e), NZXR has considered the following matters: a. No provisions of the Air NZ constitution conflict with the Listing Rules at the time of adoption of the new constitution, except to the extent a waiver is granted. NZXR has received an independent legal opinion in this regard. b. A mechanism is in place by way of condition to ensure that any conflict between the Kiwi Share provisions and any changes to the Listing Rules are brought to the attention of NZX. Where changes are made to the Listing Rules the waiver only applies until the first viable opportunity to put those changes to shareholders. If Air NZ does not wish to amend its constitution to comply with the Listing Rule changes it will need to apply for any waivers before the meeting of shareholders is held. c. Air NZ submits that the provisions in the constitution are necessary to ensure the effectiveness of the Kiwi Share Provisions which are designed to protect Air NZ s international operating rights. NZXR has no reason not to accept these submissions. Application 7 - Listing Rule 1.1 Definitions of Debt Security and Equity Security 42. Air NZ has applied to NZXR for a waiver to permit revised definitions of Debt Security and Equity Security to be included in the constitution so that NZX Rulings can not make a Ruling which changes the meanings of those definitions in the provisions of the constitution that set out the rights of the Kiwi Shareholder unless NZXR has the Kiwi Shareholder s consent to the Ruling. Listing Rules 43. The Listing Rules define Equity Security as follows: Page 9 of 12
10 Equity Security means a Security: (a) (b) (c) (d) which confers a present or future right to participate in the assets of an Issuer after payment of claims payable under section 313(1) of the Companies Act 1993 or, in the case of an Issuer that is not a company, after paying preferential or other creditors; or which confers a present or future right to participate in the income or profits of an Issuer; or which carries, or will in future carry, a Vote, or a right to participate in the ultimate control of an Issuer; or which may be Converted into a Security of the nature referred to in (a) to (c) without: (i) the agreement of the holder; or (ii) approval of the precise terms and conditions of issue of the Security of the nature referred to in (a) to (c) on Conversion in accordance with Rule 7.3.1, and includes any other Security which NZX in its sole discretion declares by a Ruling to be an Equity Security but does not include any Security that NZX in its sole discretion declares by a Ruling not to be an Equity Security. 44. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR has decided to grant a waiver permitting a revised definition of Equity Security to be included in the Air NZ constitution, such definition to only allow NZX to make a ruling that a security is or is not an Equity Security for the purposes of the Kiwi Share Provisions in the Air NZ constitution only with the approval of the Kiwi Shareholder. NZX has also decided to grant a waiver to permit the definition of Equity Security in the Air NZ constitution to provide that for the purposes of the Kiwi Share Provisions in the constitution, none of the words in paragraph d of the definition of Equity Security in the Listing Rules after the word without shall apply. The effect of this change is to give the term Equity Security a slightly wider meaning for the purposes of the Kiwi Share Provisions in the constitution. The waiver will apply only to the extent that the definition of Equity Security affects operation of the Kiwi Share provisions. 45. NZXR has decided to decline to grant the requested waiver to permit a revised definition of Debt Security to be included in the constitution. 46. In coming to the decision to grant a waiver permitting a revised definition of Equity Security to be included in the Air NZ constitution, NZXR has considered the following matters: a. Air NZ submits that the provisions in the constitution are necessary to ensure the effectiveness of the Kiwi Share Provisions which are designed to protect Air NZ s operating rights. NZXR has no reason not to accept these submissions. Page 10 of 12
11 b. As the waiver is only granted to the extent that the definition affects the operation of the Kiwi Share provisions, any NZXR Ruling will apply except to the extent that the definition affects the operation of the Kiwi Share provisions. c. A Security that has been classified by NZX will retain that classification for all other purposes relating to compliance with the Listing Rules. 47. In coming to the decision to decline to grant a waiver to permit a revised definition of Debt Security to be included in the constitution NZXR has considered that: a. The definition of Debt Security is not used specifically in the Kiwi Share Provisions in the Air NZ constitution. b. NZXR has not been convinced that using its Ruling power to declare securities to be Debt under the Listing Rules would affect the Kiwi Share Provisions. Application 8 - Listing Rule 3.6.3(f) 48. Listing Rule 3.6.3(f) provides that one of the responsibilities of the audit committee is to ensure that the external auditor or lead audit partner is changed at least every five years. Air NZ is subject to the Public Audit Act Under that Act its auditor must be the Auditor General. The draft clause 30.3(f) of the new constitution (which reflects Listing Rule 3.6.3(f)) provided that the requirement relating to the change of auditor is subject to the requirements of the Public Audit Act. 49. Air NZ sought a waiver to allow that qualification relating to the Public Audit Act to be included in clause 30.3(f) of the new constitution. Listing Rule 3.6.3(f) 50. Listing Rule 3.6.3(f) provides: The responsibilities of an Issuer s Audit Committee include as a minimum ensuring that the external auditor or lead audit partner is changed at least every five years. 51. NZXR has decided to decline granting the requested waiver from Listing Rule 3.6.3(f). Accordingly Air NZ s Audit committee is required to ensure that the external auditor or lead partner is changed at least every five years. 52. In coming to the decision not to grant a waiver from Listing Rule 3.6.3(f) NZXR has considered the following matters: a. NZXR understands that the Auditor General will select the auditor or audit firms. NZXR sees no reason why the lead partner or firm cannot be changed every five years. NZX consulted with the Auditor General in respect of the Rule prior to implementing the amendment to the Listing Rule who raised no objections to the Rule at that time. Page 11 of 12
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