Air New Zealand 2012 Annual Report Download - page 74

5. In connection with Air New Zealand’s offer of unsecured, unsubordinated fixed rate bonds (Bonds) by way of a simplified
disclosure prospectus dated 25 August 2011, NZXMS granted Air New Zealand a waiver from NZDX Listing Rule 11.1.1 to enable
Air New Zealand to decline to accept or register a transfer of Bonds if the transfer is not of an amount that is a multiple of $1,000
or the transfer would result in the transferor or transferee holding Bonds of an aggregate Principal Amount of less than $5,000.
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.
THE฀TAKEOVERS฀CODE
The powers of the Board outlined above in relation to limiting acquisitions of its securities are in addition to the requirements of the
New Zealand Takeovers Code. The Takeovers Code contains the following rules regulating acquisitions of substantial holdings.
The Takeovers Code creates a general rule under which the acquisition of 20 percent or more of the voting rights in the Company or
the increase of an existing holding of 20 percent or more of the voting rights in the Company can only occur in certain permitted ways.
These include a full takeover offer in accordance with the Takeovers Code, a partial takeover offer in accordance with the Takeovers
Code, an acquisition approved by an ordinary resolution, an allotment approved by an ordinary resolution, a creeping acquisition (in
certain circumstances) or compulsory acquisition if a shareholder holds 90% or more of the voting rights in the Company.
CORPORATIONS฀ACT฀2001฀(AUSTRALIA)
The Company is not subject to Chapters 6, 6A, 6B and 6C of the Corporations Act dealing with the acquisition of shares (such as
substantial holdings and takeovers).
General Information (Continued)
2 The Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR2000/210).
AIR NEW ZEALAND ANNUAL FINANCIAL RESULTS 2012
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