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AIR NEW ZEALAND
GENERAL INFORMATION
Stock Exchange Listings
Air New Zealand’s Ordinary Shares are listed on:
NZSX
MARKET
AUSTRALIAN STOCK
EXCHANGE
Ticker:
Date of full listing:
AIR
24 October 1989
AIZ
1 July 2002
PLACE OF INCORPORATION
New Zealand
In New Zealand, the Company’s Ordinary Shares are listed with a “non-standard” (NS) designation. This is due to particular provisions of the Company’s
Constitution, including the rights attaching to the Kiwi Share1 held by the Crown and requirements regulating ownership and transfer of Ordinary Shares.
Neither the New Zealand Stock Exchange nor the Australian Stock Exchange has taken any disciplinary action against the Company during the financial
year ended 30 June 2008.
NEW ZEALAND STOCK EXCHANGE
General:
An ongoing waiver granted to all companies dual listed on the NZSX and the ASX from Listing Rules 11.1.1 and 11.1.4 to enable dual listed issuers to
comply with the ASX Listing Rules relating to the restrictions on transfer of restricted (vendor) securities during an escrow period.
The following waivers from the NZSX Listing Rules were granted to the Company during the financial year ended 30 June 2008:
1. A waiver from NZSX Listing Rule 8.1.7(b) to enable the issue of Long Term Incentive Scheme Options to be adjusted following a capital restructure
such as a rights issue, in accordance with an approach suggested by PricewaterhouseCoopers.
The decision by NZXR of 3 December 2007 noted that an independent expert’s opinion had confirmed that the approach suggested by
PricewaterhouseCoopers would create economic neutrality for the option holders and all other Air New Zealand shareholders.
2. A waiver from NZSX Listing Rule 8.1.3 to allow Air New Zealand to issue options under the Executive Officer Option Incentive Plan to the Chief
Executive Officer of Air New Zealand with an exercise price which may be less than 90% of the Average Market Price of Air New Zealand’s
ordinary shares at the date of issue of the shares.
The decision by NZXR of 31 October 2007 noted that Air New Zealand did not expect the percentage of shares to be issued under the Plan to be
more than 1.1% of total shares on issue and that dilution of voting rights would be negligible.
AUSTRALIAN STOCK EXCHANGE
When Air New Zealand fully listed on the ASX in July 2002, it undertook to include the following information in its Annual Report.
Limitations on the Acquisition of Securities
Constitution
The limitations on the acquisition of securities imposed by the Company’s Constitution are summarised below: (capitalised terms are defined either in the
Constitution or the Takeovers Code2):
1. Under clause 3.3 of the Constitution any person that owns or operates an airline business and any of its Associated Persons may not hold or have
an Interest in any Equity Security unless the prior written consent of the Kiwi Shareholder has been obtained.
2. Under clause 3.4 of the Constitution any non-New Zealand National must obtain the prior written consent of the Kiwi Shareholder to hold or have
an interest in 10 percent or more of the total Voting Rights in the Company.
3. The Board must decline to register a transfer of Equity Securities if it is aware that the Equity Securities have been transferred in contravention of
the provisions referred to in (1) or (2) above.
4. The Board has other powers to decline to register a transfer of Shares, including in cases where the Board is of the opinion that the Shares would
become, or be capable of being treated as, Affected Equity Securities.
5. Section 10 of the Company’s Constitution confers powers on the Board (and the Kiwi Shareholder) to treat Equity Securities as Affected Equity
Securities in certain circumstances. In general terms those powers arise if the Board considers that it is necessary to treat any Equity Securities as
Affected Equity Securities to protect the Company’s international airline operating rights. Where Equity Securities are treated as Affected Equity
Securities the Voting Rights attaching to them may be suspended and the registered holder may be required to dispose of them.
1. In 1989, the Crown issued a Notice that arises through its holding of special rights Convertible Share, the “Kiwi Share” and the power of the Kiwi
Shareholder under the Constitution. Full details of the rights pertaining to these shares are set out in the Company’s Constitution. The Kiwi Share
does not confer any right on its holder to vote at a shareholders’ meeting unless the Kiwi Share has been converted into an Ordinary Share by its
holder. The Kiwi Share is not listed on any stock exchange.
2. The Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR2000/210)
71