NZX Announces Public Consultation on Capital Raising Parameters


Following the COVID-19 outbreak, NZX has introduced a number of relief measures to help issuers raise capital urgently.

In light of recent experience and global market trends, NZX has announced that it is undertaking a focused review of capital raising metrics and soliciting feedback on its proposals through a public consultation.

The proposed changes that NZX is seeking comments on include:

  • the introduction of downside price protection for retail investors when there are different components of an offer (eg for accelerated offers or placements and SPPs);
  • allow ANREOs as an authorized pro rata bid with a 1:1 bid limit;
  • require a “liquidity event” in the form of either a loss-making bookbuild or a rights listing for a waiver bid;
  • require that the allocation policy for any shortfall from a pro rata bid be first offered to all shareholders who participated in the bid and requested more than they were entitled to;
  • increase the SERP participation cap from $15,000 to $50,000 and the total cap from 5% to 10% of the shares issued at the time of the offering;
  • allow issuers to request ratification of issues made under previous RPUs; and
  • requiring increased disclosure about subscription (and sub-subscription) agreements, including subscription and sub-subscription fees.

NZX is also seeking preliminary comments on whether to:

  • enable additional listing routes that are used in the offshore market such as special purpose acquisition companies (SPACs); and
  • introduce a specific regime for dual-class issuers.

The closing date for submissions is Friday, September 2, 2022 and the full consultation document can be found here.

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