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Infratil Waiver from NZSX Listing Rule 7.3.2(b)

21 Jul 2009

Background

1. Infratil Limited ("IFT") is a company listed on the NZSX Market.

2. IFT currently issues bonds under its Infrastructure Bond Programme ("Bond Programme").

3. At the annual meeting, scheduled for 17 August 2009, shareholders will be asked to resolve to continue the Bond Programme in order to give IFT the flexibility to raise finance through the issue of dated infrastructure bonds and perpetual infrastructure bonds (together "Bonds"). The proposed resolution will allow the company to issue new Bonds to an aggregate value of $350 million. The Bonds are both debt and equity securities under the Listing Rules.

4. If the resolution to approve the further issue of bonds is passed it is a condition of NZSX Listing Rule ("Rule") 7.3.2(b) that any issue of bonds is made within 12 months of the passing of the resolution authorising the issue.

5. IFT desires to rely on the shareholder approval to allow the continuance of the Bond Programme until its annual meeting in 2009, which may not necessarily be held within 12 months of the 2009 annual meeting.

Application
6. IFT has applied to NZXR for a waiver from the requirement in Rule 7.3.2(b) to issue bonds within 12 months after the passing of a resolution authorising the issue.

7. IFT has requested that any issue of Bonds approved at the 2009 annual meeting may be issued until 30 August 2010. This is approximately a 2 week extension on the timeframe permitted under Rule 7.3.2(b).

8. In support of this application, IFT submits that:
(a) If granted, the 2 week extension applied for will allow IFT to hold its 2010 annual meeting at any time in August 2010 without causing a short period during which it cannot issue Bonds.
(b) The policy of Rule 7.3.2, requiring bonds to be issued within 12 months following the passing of the resolution, is to permit issuers to obtain shareholder approval under Rule 7.3.1(a) that lasts from one annual meeting to the next.
(c) Waivers from this requirement have been granted to IFT in previous years.

Rule
9. Rule 7.3.2 provides that:
An issue authorised by resolutions passed pursuant to Rule 7.3.1(a) shall be completed: (a) if that issue is made solely to Employees (as defined in Rule 7.3.6) within 36 months after the passing of those resolutions: or
(b) in all other circumstances, within twelve months after the passing of resolutions.

Decision
10. On the basis that the information provided to NZXR is full and accurate in all material respects, NZXR grants IFT a waiver from Rule 7.3.2(b) to the extent that if a resolution to authorise further Bonds is passed by shareholders at the meeting on 17 August 2009, these Bonds may be issued until 30 August 2010.

Reasons
11. In coming to the decision to grant IFT a waiver from Rule 7.3.2(b) NZXR has considered the following matters:
(a) Rule 7.3.2(b) prevents Issuers from obtaining approval to issue securities too far in advance of the issue of those securities. Policy considerations behind this restriction include:
(i) ensuring that security holders who are affected by the issue of new securities are the same security holders who voted on the resolution to authorise the issue; and
(ii) not allowing a further issue of securities when material circumstances of the company have changed.
(b) NZXR considers that the policy of Rule 7.3.2(b) envisions Issuers being able to issue new securities from one annual meeting to the next. Accordingly the policy of Rule 7.3.2 will not be breached by the granting of a waiver in this case.
(c) NZXR has granted IFT a waiver from Rule 7.3.2(b) in previous years.

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