VML - Waivers from NZX Main Board Listing Rules

NZX Regulation Decision
VMob Group Limited (VML) 
Application for waivers from NZX Main Board Listing Rules 5.2.1 and 5.2.2(b)

22 January 2016

Waiver from Rules 5.2.1 and 5.2.2(b)

Decision
1. Subject to the condition set out in paragraph 2 below, and on the basis that the information provided by VMob Group Limited (“VML”) is complete and accurate in all material respects, NZX Regulation (“NZXR”) grants VML waivers from:

a. Rule 5.2.1, to the extent that the Rule requires that an application for Quotation of a Class of Securities is to be made through a Primary Market Participant acting as Organising Participant; and

b. Rule 5.2.2(b), to the extent that the Rule requires that an application for Quotation under Rule 5.2.1 be submitted with evidence that a Primary Market Participant has sought assurance from NZX that Authority to Act has not been withdrawn in respect of Securities for which Quotation is sought. 

2. The waivers in paragraph 1 above are provided on the condition that VML makes an application for Quotation in accordance with the Rules, as modified by the waivers granted.

3. 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.

4. The Rules to which this decision relates are set out in Appendix Two to this decision.

5. Capitalised terms that are not defined in this decision have the meanings given to them in the Rules.

Reasons

6. In coming to the decision to provide the waivers set out in paragraph 1 above, NZXR has considered that:

a. the Rules generally require that new Listings and Quotations are made through a Primary Market Participant, in order to assist new Issuers prepare for Listing and Quotation and assist Issuers with any public offer being made;

b. VML is already Listed, with its shares Quoted on the NZAX. VML has applied to migrate the Quotation of its Shares from the NZAX to the NZX Main Board. There is no public offer associated with this migration. Further, the NZX Main Board has similar, though more stringent, Listing requirements as the NZAX Market, and both boards require Issuers to comply with continuous disclosure obligations. On that basis, the role of the Primary Market Participant is diminished in these circumstances;

c. VML has submitted, and NZXR agrees, that a requirement for a Primary Market Participant in order for VML to migrate its Listing to the NZX Main Board would provide no benefit to VML security holders, the market as a whole, or NZX; and

d. there is precedent for this decision.

Appendix One

1. VMob Group Limited (“VML”) is a Listed Issuer with ordinary shares (“Shares”) Quoted on the NZX Alternative Market (“NZAX”).

2. VML has applied to NZX Regulation to migrate is Listing and the Quotation of its Shares from the NZAX to the NZX Main Board.

3. NZX Main Board Listing Rule (“Rule”) 5.2.1 provides that an Issuer, or applicant for Listing and Quotation in respect of a Class or Classes of its Securities, must apply through a Primary Market Participant acting as an Organising Participant. Rule 5.2.2(b) requires evidence that the Primary Market Participant has sought assurance from NZX that Authority to Act has not been withdrawn in respect of the Securities for which Quotation is sought.

4. As VML is already Listed, with its shares Quoted on the NZAX, VML proposes only to migrate the Listing and Quotation of its shares from the NZAX to the NZX Main Board. There is no public offer associated with the migration.

Appendix Two

Rule 5.2 Quotation of Securities

5.2.1 An Issuer, or applicant for Listing, may apply to NZX for a Class or Classes of its Securities to be Quoted on the NZSX or NZDX. Separate application must be made for each Class of Securities, through a Primary Market Participant acting as Organising Participant, except that the application need not be made through an Organising Participant in the case of an application to Quote a Class of Securities where the Securities to be Quoted are rights to Securities that are already Quoted.

5.2.2 The following information and material shall be submitted with an application under Rule 5.2.1:

...

(b) evidence that the Primary Market Participant has sought assurance from NZX that Authority to Act has not been withdrawn in respect of Securities for which Quotation is sought or a certificate is provided under Rule 7.4 of the NZX Participant Rules (whichever is applicable); ...