L I S T E D I S S U E R F E E SCHEDULE. Effective 1 July 2011

Transcription

1 L I S T E D I S S U E R F E E SCHEDULE Effective 1 July 2011

2 CONTENTS PAGE SECTION I: INTRODUCTION 3 SECTION II: EQUITY ISSUERS 5 SECTION III: OVERSEAS LISTED ISSUERS 8 SECTION IV: EQUITY ISSUERS ON THE NZAX 11 SECTION V: DEBT ISSUERS 12 SECTION VI: HYBRID SECURITIES 15 SECTION VII: ALL NZX-LISTED ISSUERS 16 Disclaimer: The information contained in this document is a guide only. All Issuers on any NZX Market must comply with the relevant Rules, and this document is not a substitute for those Rules. NZX will determine, in its sole discretion, whether any Issuer or potential Issuer meets the requisite criteria to participate in any NZX Market. Those wishing either to trade in any products available at NZX or to offer and sell them to others should consider both their legal and regulatory position, including the relevant Rules, and the risks associated with such products before doing so. No part of this publication may be redistributed or reproduced in any form or by any means or used to make any derivative work without written permission from NZX. NZX (including its directors, officers, employees and contractors) shall not be liable (except to the extent required by law) for the use of the information contained herein however arising in any circumstances connected with actual trading or otherwise. NZX is not responsible for any errors or omissions contained in this publication. This publication is for information only and does not constitute an offer, solicitation or recommendation to acquire or dispose of any investment or to engage in any other transaction. All information, descriptions, examples and calculations contained in this publication are for guidance purposes only, and should not be treated as definitive. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

3 SECTION I: INTRODUCTION 1. OVERVIEW This section of the fee schedule prescribes the fees payable by NZX-Listed Issuers pursuant to Rule of the NZSX and NZDX Listing Rule of the NZAX Listing Rules. Full details of the requirements for Issuers on the markets operated by NZX can be found in the Listing Rules for NZX s markets. Fees are subject to change at NZX s discretion Markets NZX provides markets for various types of Securities and for various types of Issuers. This document prescribes the applicable fees for the following markets: NZSX Main Board NZAX Alternative Market NZDX Debt Market 1.2. Fee Types Fees payable will depend on the characteristics of the particular issue as determined by NZX. It is important to note that the classification of the security under the Listing Rules, or the market that the security is quoted on, do not necessarily determine the applicable fees. The applicable equity, debt or hybrid fees are determined by NZX at its discretion. The total set of possible fees includes: (1) Initial Issuer fees: Required for initial admission to the market. (2) Annual fees: Payable annually in July for Listing and provision of market services 12 months in advance. (3) Subsequent fees: Payable for the Listing and Quotation of additional Securities. (4) Other fees: Payable for administrative, review and approval services. Payment terms are 14 days after the date of invoice. Interest will be charged on any invoice more than 20 days overdue at the current IRD use of money interest rate. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

4 1.3. Fee Structures All fees are in New Zealand dollars and are GST exclusive. Initial fees: Applicable to Issuers quoting Equity or Debt on an NZX market for the first time. The fee for Issuers quoting Equity Securities is calculated using the Market Capitalisation of the Issuer at the close of trading on the first day of Quotation. If no trades occur on the first day then the fee will be calculated using the issue price. The fee for Issuers quoting Debt Securities is calculating using the notional value of debt issued. Subsequent fees: The fee for the Quotation of an additional class of Securities shall be calculated using the value of the additional securities at the close of trading on the first day of Quotation. Additional allotment fees are calculated based on the value of the securities allotted as notified by the Issuer to NZX under Rule of the NZSX and NZDX Listing Rules or Rule of NZAX Listing Rules. Annual fees: Calculated for Issuers of Equity Securities by using the Market Capitalisation or position in the NZX50 Index of that Issuer as at 31 May each year in respect of the fee payable for the 12 month period beginning 1 July but applicable for the year to 30 June. The aggregate value of Debt Securities is used in the place of Market Capitalisation when calculating the applicable fee for Debt Issuers. Issuers listing on NZX s markets are required to pay a portion of the annual fee calculated to 30 June on a monthly pro rata basis. Any part month is counted as a full month. Annual fees are nonrefundable. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

5 SECTION II: EQUITY ISSUERS 1. INITIAL ISSUER FEES Market capitalisation ranges Base fee Additional charge* ($NZ millions) Under $15 $NZ31,050 None $ $NZ31, % of market cap above $15 million $ $NZ53, % of market cap above $50 million $ $NZ100, % of market cap above $150 million $ $NZ190, % of market cap above $500 million $1,000 and above $NZ310, % of market cap above $1 billion *Additional charge is calculated by multiplying the percentage identified by the total market capitalisation above the minimum level in each range. For example, the initial fee for an Issuer with a market capitalisation of $75 million would be $65,070 [$53,820 + (0.0450% * ($75,000,000 - $50,000,000))] 2. SUBSEQUENT ISSUES Quotation of Additional Securities As provided in Rule of the NZSX and NZDX Listing Rules an Issuer is required to notify NZX when issuing additional Equity Securities. The fee table below defines the fees based on the value of the additional Equity Securities being issued. The subsequent listing fee depends on the type of the subsequent issue. Subsequent listings are divided to two major categories: (1) One-off Subsequent Issues, covering Placements and Rights Issues, and (2) Other Issues, covering all other types of issues, including: Bonus Issues, exercise of options, further issues, partly paid to fully paid shares, warrant allotments, conversions, employee/ director share schemes and dividend reinvestment plan. 1. One-off Issues (Placements and Rights Issues) Value of additional securities Base fee One Off Issues Under $100k $NZ1,397 None Additional charge* $100k 499.9k $NZ1, % on value of additional securities above $100k $500k million $NZ3, % on value of additional securities above $500k LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

6 $2.5 million 9.9 million $NZ9, % on value of additional securities above $2.5 million $10 million 49.9 million $NZ19, % on value of additional securities above $10 million $50 million 99.9 million $NZ34, % on value of additional securities above $50 million $100 million and above $NZ44, % on value of additional securities above $100 million 2. Other Issues (All types of issues excluding Placements and Rights Issues) Value of additional securities Base fee Other Issues Under $100k $NZ1,118 None Additional charge* $100k 499.9k $NZ1, % on value of additional securities above $100k $500k million $NZ2, % on value of additional securities above $500 k $2.5 million 9.9 million $NZ7, % on value of additional securities above $2.5 million $10 million 49.9 million $NZ15, % on value of additional securities above $10 million $50 million 99.9 million $NZ27, % on value of additional securities above $50 million $100 million and above $NZ35, % on value of additional securities above $100 million *Additional charge is calculated by multiplying the percentage identified by the value of additional securities above the minimum level in each range. For example, the fee for a One-Off issue of additional equity securities by a Listed Issuer valued at $75 million would be $39,341 ($34,466 + ( % * ($75,000,000 - $50,000,000)) and the fee for an Other issue of additional securities by a Listed Issuer valued at $75 million would be $31,472 ($27,572 + ( % * ($75,000,000 - $50,000,000)). Fees are not payable where the Issuer is a Group Investment Fund or Foreign Investment Fund. Allotments resulting from employee incentive share schemes will be aggregated on a monthly basis and the fee calculated as if it were a single allotment. Where an Issuer is seeking Quotation of Securities following the exercise or conversion of Securities already Quoted, the Additional Securities Fee shall be based on the exercise or conversion price of the Security. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

7 Quotation of Rights The Quotation of Rights incurs a fixed fee of $5,175 in addition to any fees for the Quotation of additional Securities set out above. 3. Annual Fees Issuer Category - Top 10 NZX50 constituents; or $NZ91,404 - Market capitalisation greater than $3 billion - NZX50 Constituents; or $NZ60,936 - Market capitalisation from $500 million to $3 billion. - Market capitalisation from $100 to $500 million $NZ42,655 - Market capitalisation from $50 to $100 million $NZ30,468 - Market capitalisation less than $50 million - Foreign Investment Trusts Fee $NZ18, Equity Warrant Only Issuers Definition of a Warrant Series: A Warrant series includes all Warrants with the same terms of issue and underlying asset and having the same Warrant Issuer, exercise price, expiry date and settlement procedure. (1) Issuer Accreditation Fee, including one warrant series $10,350. (2) Initial Fee per Warrant series (includes the first 12 months annual fee): (a) New Warrant series Initial Fee $8,798 (b) New Warrant series similar to an existing Warrant series* $2,589. (3) Annual fee per Warrant series** $2,070 per Warrant series. * NZX Market Supervision will determine whether a Warrant series is similar to an existing one and if fee 2b applies. ** This is payable in advance and will be charged on a pro rata basis on July 1 to co-ordinate with NZX s annual billing cycle. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

8 SECTION III: OVERSEAS LISTED ISSUERS 1. OVERVIEW Overseas Listed Issuers are divided into two categories: Overseas Listed Issuers and non-bancs Overseas Listed Issuers. A Dual Listed Issuer, as defined in Rule of the NZSX/NZDX Listing Rules or Rule of the NZAX Listing Rules (i.e., an Issuer that has more than one Home Exchange of which one is NZX) is subject to the fees defined in section II or section IV, as applicable for the market on which that Issuer is dual listed. NZX will not charge GST in respect of Listing Fees if an overseas Issuer provides written confirmation that it is not resident in New Zealand for GST purposes (i.e., not a resident for income tax purposes and not carrying on an activity in New Zealand through a fixed or permanent place in New Zealand). Issuers must advise NZX should their position alter. 2. INITIAL FEES Listing type Overseas Listed Issuer Non-BaNCS Overseas Listed Issuer Fee $NZ18,630 $NZ12, SUBSEQUENT FEES The subsequent listing fee depends on the type of the subsequent issue. Subsequent listings are divided to two major categories: (1) One-off Subsequent Issues, covering Placements and Rights Issues, and (2) Other Issues, covering all other types of issues, including: Bonus Issues, exercise of options, further issues, partly paid to fully paid shares, warrant allotments, conversions, employee/ director share schemes and dividend reinvestment plan. 1. One-off Issues (Placements and Rights Issues) Value of additional securities Base fee One Off Issues Under $100k $NZ1,087 None Additional charge* $100k 499.9k $NZ1, % on value of additional securities above $100k $499.9k million $NZ2, % on value of additional securities above $500 k $2.5 million 9.9 million $NZ6, % on value of additional securities above $2.5 million LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

9 $10 million 49.9 million $NZ14, % on value of additional securities above $10 million $50 million 99.9 million $NZ25, % on value of additional securities above $50 million $100 million and above $NZ33, % on value of additional securities above $100 million 2. Other Issues (All types of issues excluding Placements and Rights Issues) Value of additional securities Base fee One Off Issues Under $100k $NZ869 None Additional charge* $100k 499.9k $NZ % on value of additional securities above $100k $499.9k million $NZ1, % on value of additional securities above $500 k $2.5 million 9.9 million $NZ5, % on value of additional securities above $2.5 million $10 million 49.9 million $NZ11, % on value of additional securities above $10 million $50 million 99.9 million $NZ20, % on value of additional securities above $50 million $100 million and above $NZ26, % on value of additional securities above $100 million *Additional charge is calculated by multiplying the percentage identified by the value of additional securities above the minimum level in each range. For example, the fee for a One-Off issue of additional equity securities by an Overseas Listed Issuer valued at $75 million would be $29,527 ($25,927 + ( % * ($75,000,000 - $50,000,000)) and the fee for an Other issue of additional securities by an NZX Equity Listed Issuer valued at $75 million would be $23,621 ($20,741 + ( % * ($75,000,000 - $50,000,000)). Fees are not payable where the Issuer is a Group Investment fund or Foreign Investment fund. Where an Issuer is seeking Quotation of Securities following the exercise or conversion of Securities already Quoted, the Additional Securities Fee shall be based on the exercise or conversion price of the Security. Allotments resulting from employee incentive share schemes will be aggregated on a monthly basis and the fee calculated as if it were a single allotment. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

10 4. ANNUAL FEES Listing type Overseas Listed Issuer - Market Cap $50 million or less i.e. the value in New Zealand Dollars held on the New Zealand register is less than or equal to $50 million Fee $NZ12,187 Overseas Listed Issuer - Market Cap greater than $50 million i.e. the value in New Zealand Dollars held on the New Zealand register is greater than $50 million. The maximum fee for an Overseas Non-Index Listed Issuer is $60,936. The fee for a foreign investment trust is $18,281 The annual fee structure defined in Section II.3 will apply. Non-BaNCS Overseas Listed Issuer $NZ12,187 LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

11 SECTION IV: EQUITY ISSUERS ON THE NZAX 1. INITIAL ISSUER FEES Market capitalisation ($NZ millions) Under $15 million Fee $NZ7,763 $15 million million $NZ12,420 $25 million and above Same as Equity Issuer initial fees, Section II.1 2. SUBSEQUENT ISSUES NZAX Issuers are subject to the same allotment fees defined in Section II.2. Under Rule of the NZAX Listing Rules an Issuer is required to notify NZX when issuing additional Equity Securities. 3. ANNUAL FEES Market capitalisation ($NZ millions) Under $15 million Fee $NZ5,175 $15 million and above Same as Equity Issuer annual fees, Section II.3 LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

12 SECTION V: DEBT ISSUERS 1. INITIAL FEES This fee only applies to new debt Issuers. The initial fee only covers one tranche of debt securities. Additional tranches are charged based on the Subsequent Listing Fees in Section V.2. Value of securities Base fee ($NZ millions) Under $100 $NZ12,938 None Additional charge* $ $NZ20, % on aggregate value of securities above $100 million $ $NZ31, % on aggregate value of securities above $200 million $ $NZ41, % on aggregate value of securities above $350 million $ $NZ62, % on aggregate value of securities above $500 million $1,000 and above $NZ87, % on aggregate value of securities above $1 billion * Additional charge is calculated by multiplying the percentage identified by the total value of the debt securities above the minimum level in each range. For example, the initial fee for an Issuer with total debt securities valued at $180 million would be $28,700 ($20,700 + ( % * ($180,000,000 - $100,000,000)). If the security commences quotation prior to the close of the offer, NZX will either charge the relevant listing fee at the close of the offer, or charge a fee when the security commences quotation, based on the value of the securities that are quoted at the time, with the balance at the completion of the offer. For example, issuer A makes a debt offer to the public that closes on 28 February This issuer raises $80 million by 31 January 2010 and decides to commence quotation of the debt on that date. An additional $30 million is raised before the close of the offer on 28 February, increasing the total value of debt listed to $130 million. If NZX decides to charge on the day of quotation, the initial listing fee charged on 31 January will be $12,938, based on the $80 million value of debt. On completion of the offer, an additional $10,762 on 28 February is charged to account for the increase in the value of debt listed from $80 million to $130 million. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

13 2. SUBSEQUENT FEES Any additional or subsequent new tranche Quoted will incur a Quotation fee as set out in the table below. For the purposes of section V.2. a tranche means an issue of Securities that have identical characteristics. Value of securities Base fee ($NZ millions) Under $100 $NZ8,539 None Additional charge* $ $NZ15, % on aggregate value of securities above $100 million $ $NZ23, % on aggregate value of securities above $200 million $ $NZ31, % on aggregate value of securities above $350 million $ $NZ51, % on aggregate value of securities above $500 million $1,000 and above $NZ77, % on aggregate value of securities above $1 billion * Additional charge is calculated by multiplying the percentage identified by the total value of the debt securities above the minimum level in each range. For example, the additional issue fee for issuing a new tranche of debt securities valued at $180 million would be $21,525 ($15,525 + (.0075% * ($180,000,000 - $100,000,000)). Rate reset: Where a rate reset is to occur at any stage during the life of a Debt Security, a $1,000 administration fee will apply. (A rate reset does not constitute a new tranche as the final maturity date has already been documented by the Issuer.) 3. ANNUAL FEES For any debt securities issued on or after 27 October 2008, the Debt annual listing fee set out in Table 1 below shall apply. For any debt securities issued prior to 27 October 2008 the Debt annual listing fee set out in Table 2 below shall apply. If an existing Debt Issuer issues new debt, the annual listing fee for the new debt will be calculated separately under the annual listing fees set out in Table 1 and added to the annual fee for the Issuer s existing quoted debt securities. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

14 Table 1 - Annual Listing Fee for Debt Securities quoted on or after 27 October 2008 Value of Securities Base fee ($NZ millions) Under $100 $NZ13,779 None Additional charge* $ $NZ16, % on aggregate value of securities above $100 million $ $NZ22, % on aggregate value of securities above $350 million $ $NZ33, % on aggregate value of securities above $500 million $1,000 and above $NZ55, % on aggregate value of securities above $1 billion * Additional charge is calculated by multiplying the percentage identified by the total value of the Debt Securities above the minimum level in each range. For example, the annual fee for an Issuer with total Debt Securities valued at $150 million would be $17,534 ($16,534 + ( % * ($150,000,000 - $100,000,000)). Table 2 - Annual Listing Fee for Debt Securities quoted prior to 27 October 2008 Value of Securities Base fee ($NZ millions) Under $20 $NZ5,511 None Additional charge* $ $NZ5, % on aggregate value of securities above $20 million $ $NZ6, % on aggregate value of securities above $50 million $ $NZ8, % on aggregate value of securities above $100 million $ $NZ11, % on aggregate value of securities above $500 million $1,000 and above $NZ13, % on aggregate value of securities above $1 billion * Additional charge is calculated by multiplying the percentage identified by the total value of the Debt Securities above the minimum level in each range. For example, the annual fee for an Issuer with total Debt Securities valued at $75 million would be $7,645 ($6,945 + (.0028% * ($75,000,000 - $50,000,000)). LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

15 SECTION VI: HYBRID SECURITIES 1. OVERVIEW The fees set out in this section apply to hybrid securities. For the purposes of this section VI, a hybrid security is a security that NZX has determined to be a hybrid security. In most cases it will be where NZX has Ruled the security to be a Debt Security and that in the absence of such Ruling, the security would fall within the definition of Equity Security under the Listing Rules. 2. INITIAL FEES Initial Listing Fees Applicable debt fee + 20% of (applicable equity fee applicable debt fee) 3. SUBSEQUENT FEES Subsequent Listing Fees Applicable debt fee + 20% of (applicable equity fee applicable debt fee) 4. ANNUAL FEES Annual Listing Fees Applicable debt fee + 25% of (applicable equity fee applicable debt fee) 5. CONVERSION FEES On conversion of a hybrid security the Issuer will be required to pay to NZX an administration fee of $15,525. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

16 SECTION VII: ALL NZX-LISTED ISSUERS 1. PRE-LISTING FEE A Pre-Listing fee equal to 25% of the initial listing fee will be payable on the application of the Listing with a maximum fee payable of $100,000. This fee will be based on the estimated market capitalisation of the Issuer. In calculating the estimated market capitalisation NZX will take into account: Estimated market capitalisation disclosed in the Offer Document; NZX s determination of the Issuer s estimated market capitalisation from the Offer Document; and Other publicly available information. If the estimated market capitalisation of the intended Issuer is unknown or cannot be determined, a minimum Pre-Listing Fee of $10,000 will be payable. If the Issuer proceeds to Quotation, the Pre-Listing fee will be deducted from the applicable Initial Listing Fee. The Pre-Listing fee is not refundable if the Issuer does not proceed to Quotation. 2. NZX MARKET SUPERVISION Recoveries include the following: (1) Standard Market Supervision service hours of $ per hour for NZX Market Supervision Personnel. (Effective 1 st July 2011). (2) Three tiers of urgent hourly rates of NZX Market Supervision personnel for issues or applications requiring immediate or urgent attention apply. Urgent means requiring a decision by NZX in less than 10 Business Days. (See footnote 2 to Rule and footnote 2 to Rule to NZSX and NZDX Listing Rules and footnote 2 to Rule and footnote 2 to Rule of the NZAX Listing Rules). The urgent hourly rates are: (a) $ per hour for decisions required in under 2 Business Days; (b) $ per hour for decisions required between 3 to 5 Business Days; (c) $ per hour for decisions required between 5 to 10 Business Days LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

17 NZX endeavours to respond to all applications within the timeframe specified by the Issuer. However, accepting an application on urgency is not a guarantee that NZX that be able to accommodate the Issuer s requested time frame. (4) An hourly rate of $ per hour for the NZX Board, and any other NZX Executives. (5) The costs of engaging professional advisers to assist NZX. The above recoveries, except for the costs of engaging professional advisors to NZX, include a 15% administrative fee. A minimum fee of $ for each matter is payable (including any request for a policy interpretation made of NZX Market Supervision personnel). 3. BOARD CHANGE FEE Where an Issuer has been approved to transfer the quotation of its securities from the NZAX market to the NZSX market, a Board change fee is payable. The board change fee shall be: Time of transfer to NZSX Market Fee Within 2 years of the date of the initial Listing and Quotation on the NZAX Market More than 2 years after the date of the initial Listing and Quotation on the NZAX Market Equity Initial Issuer Fee as set out in section II.1 25% of the Equity Initial Issuer Fee as set out in section II.1 NZX may, in its discretion, waive the Board change fee where the Issuer had temporarily transferred to the NZAX market due to NZSX market requirements. 4. DELISTING FEE On delisting an Issuer will be required to pay to NZX an administration fee of $15,525 (unless administration costs exceed this in which case the additional time will be billed at NZX s standard hourly rate of NZ$307.90). Subject to the exception below, this fee shall apply to all Issuers regardless of the market its Securities are Quoted on. The above delisting fee shall not apply to a Debt only Issuer where the Debt only Issuer is delisting upon either of the events below: the Debt Security (or Securities) maturing; or LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

18 the Issuer is redeeming the Debt Security on a redemption date that has been set out in the terms of the Security (e.g. an election or rollover at the end of a specified period). 5. ADDITIONAL NZSX AND NZAX SECURITY FEE An annual fee of $2,437 will apply for every additional NZSX or NZAX quoted security. 6. TEMPORARY SECURITY An Issuer requiring a temporary security will incur a fee of $518 for each temporary Debt security and $1,035 for each temporary Equity security. A temporary security is a security which is anticipated to be quoted for 6 months or less. 7. PROCESSING OF NAME AND TICKER CODE CHANGES A fee of $2,248 is applicable to any Issuer who changes their registered name or requests a change in the ticker code used to identify the Issuer s Securities in BaNCS. 8. ISSUER REQUESTED TRADING HALT/SUSPENSION The fee for managing and reviewing Issuer requested trading halts/suspensions is $414 per hour with a minimum fee of $ BACKDOOR / REVERSE LISTINGS The following fees will be payable by an NZX Issuer wishing to complete a backdoor/reverse listing: Pre-Transaction Equity Fee Where not more than 75% of the listed Issuer s pretransaction equity is issued in the course of the transaction Where more than 75% of the listed Issuer s pretransaction equity is issued in the course of the transaction Same as Standard Subsequent Issue Fees, Section II.2 The greater of Standard Subsequent Issue Fees, Section II.2 or an Initial Issuer Fee, Section II.1, taken from the time of final allotment in relation to the backdoor or reverse listing transaction LISTED ISSUER FEE SCHEDULE - 1 JULY of 19

19 In addition, usual NZX Market Supervision recoveries will be payable in relation to the approval of documentation, including the Notice of Meeting and the Profile. Urgency rates will be applicable where urgency is requested. 10. BANK BOND As a condition of listing on NZX s markets, NZX requires all Issuers to provide a bank bond to NZX under NZSX/DX Listing Rule and NZAX Listing Rule The bank bond required for listing depends on the market the Issuer s securities are quoted on: NZSX Market $ 75,000 NZDX Market $ 30,000 NZAX Market $ 20, CAPITAL RECONSTRUCTIONS FEE A fee of $5,175 will be charged for any capital reconstructions such as share splits and reverse splits. LISTED ISSUER FEE SCHEDULE - 1 JULY of 19