Air New Zealand 2014 Annual Report Download - page 76

Download and view the complete annual report

Please find page 76 of the 2014 Air New Zealand annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 80

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80

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 2014.
NEW฀ ZEALAND฀EXCHANGE฀
General:
An ongoing waiver granted to all companies dual listed on the NZX 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 or relied upon by the Company during the financial
year ended 30 June 2014:
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 8.1.7 to allow Air New Zealand to amend the terms of the Long Term Incentive Plan and
Chief Executive Officer Option Incentive Plan to provide that instead of purchasing / issuing a share for each option exercised,
Air New Zealand would only purchase / issue a number of shares with a value (based on current market prices) equal to the delta
between the aggregate of the market share price and the exercise price of the options exercised.
The decision by NZXMS of 31 August 2012 noted that the amendment will not affect the economic position of either the participant
or Air New Zealand and will reduce the dilutionary effect on shareholders of the exercise of options.
3. 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.
GENERAL INFORMATION
AIR NEW ZEALAND ANNUAL FINANCIAL REVIEW 201474
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 auditors.
2. The Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR2000/210).