Air New Zealand will only purchase shares through the NZX and ASX order matching systems;

Transcription

1 T O C C F R O M Listed Company Relations NZSX Market Company Announcements Office Australian Stock Exchange James Radcliffe Senior Legal Counsel N U M B E R O F P A G E S I N C L U D I N G C O V E R S H E E T 6 S U B J E C T Announcement of Buyback V I A N Z M A P V I A A S X O N L I N E D A T E 28 September 2012 Air New Zealand Limited ( Air New Zealand ) announces that it intends to undertake an onmarket share buyback programme on the NZSX and the ASX to acquire up to 3% of its ordinary shares (being 33,006,112 ordinary shares). The share buyback may commence from 4 October 2012 and may continue until 27 September The Air New Zealand Board has decided to undertake the share buyback as it believes that the current share price does not fairly reflect the underlying value of Air New Zealand s shares. The Crown, which holds per cent of Air New Zealand s ordinary shares, has advised Air New Zealand that it will not participate as a seller into the share buyback. To ensure that Air New Zealand s trading does not unduly influence the price of its shares, the following trading rules will apply in relation to the buyback: Air New Zealand will not purchase shares under the buyback at a price which is more than five per cent above the volume weighted average market price for Air New Zealand shares (calculated with reference to the volume weighted market price of Air New Zealand shares during the last five days on which sales in those shares were recorded prior to the day on which a purchase under the share buyback is made). This pricing restriction is required under the ASX Listing Rules; Air New Zealand will only purchase shares through the NZX and ASX order matching systems; Air New Zealand will not purchase more than 25% of the trading volume over any 5 trading day period; Air New Zealand will not take part in the opening transaction of any day and will not trade in the last 15 minutes of the trading day; and Air New Zealand will not purchase shares through more than one broker on any trading day. The Air New Zealand Board may from time to time change any of the trading rules referred to above or add any additional trading rules. As required by the NZSX Listing Rules and the ASX Listing Rules, Air New Zealand will make daily announcements to NZX and ASX of any shares bought back under the share buyback.

2 It is currently intended that shares acquired under the share buyback will be held as treasury stock and may be used for the purposes of fulfilling Air New Zealand s obligations under employee share-based compensation plans. A copy of the Appendix 3C, which Air New Zealand is required to lodge with ASX pursuant to the ASX Listing Rules, is attached. 2

3 Annexure A Appendix 3C Announcement of buyback (except minimum holding buyback) Rule 3.8A Information and documents given to ASX become ASX s property and may be made public. Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10 Name of entity ABN Air New Zealand Limited (the Company ) We (the entity) give ASX the following information. Information about buyback 1 Type of buyback On-market buyback (NZSX and ASX) 2 + Class of shares/units which is the subject of the buyback (eg, ordinary/preference) Ordinary 3 Voting rights (eg, one for one) One for one 4 Fully paid/partly paid (and if partly paid, details of how much has been paid and how much is outstanding) Fully paid 3

4 5 Number of shares/units in the + class on issue 1,100,203,759 6 Whether shareholder/unitholder approval is required for buyback No 7 Reason for buyback The Board has decided to undertake the share buyback as it believes that the current share price does not fairly reflect the underlying value of the Company s shares. 8 Any other information material to a shareholder s/unitholder s decision whether to accept the offer (eg, details of any proposed takeover bid) The Crown, which holds per cent of the Company s ordinary shares, has advised the Company that it will not participate as a seller into the share buyback. On-market buyback 9 Name of broker who will act on the company s behalf To be appointed 10 Deleted 30/9/ If the company/trust intends to buy back a maximum number of shares - that number 3% of the Company s outstanding ordinary shares (being 33,006,112 ordinary shares) Note: This requires a figure to be included, not a percentage. 4

5 12 If the company/trust intends to buy back shares/units within a period of time - that period of time; if the company/trust intends that the buyback be of unlimited duration - that intention The buyback may commence from 4 October 2012 and may continue until 27 September If the company/trust intends to buy back shares/units if conditions are met - those conditions Employee share scheme buyback 14 Number of shares proposed to be bought back 15 Price to be offered for shares Selective buyback 16 Name of person or description of class of person whose shares are proposed to be bought back 17 Number of shares proposed to be bought back 18 Price to be offered for shares 5

6 Equal access scheme 19 Percentage of shares proposed to be bought back 20 Total number of shares proposed to be bought back if all offers are accepted 21 Price to be offered for shares 22 + Record date for participation in offer Cross reference: Appendix 7A, clause 9. Compliance statement 1. The company is in compliance with all Corporations Act requirements relevant to this buyback. 2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form. Sign here: Date: 28 September 2012 Director Print name: John Palmer - Chairman 6