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IFT waiver from NZDX Lisiting Rule 5.2.3

1 Feb 2011

Background
1. Infratil Limited (“IFT”) is listed on the NZSX and, relevant to this waiver, on the NZDX. IFT currently has eight series of convertible bonds quoted on the NZDX.

2. IFT proposes making further public offers of bonds (“New Bonds”). The first offer will be to all investors in New Zealand, and the second only to holders of the existing tranche of convertible bonds maturing on 15 May 2011.

3. IFT intends to apply for quotation of the New Bonds on the NZDX.

4. NZDX Listing Rule (“Rule”) 5.2.3 stipulates that at least 500 Members of the Public hold at least 25% of the number of Bonds issued, with each Member of the Public holding at least a Minimum Holding (“Spread Requirements”).

5. IFT considers that it is possible that the New Bonds may not meet the Spread Requirements on their initial date of quotation on the NZDX.

Application
6. IFT seeks a waiver from the Spread Requirements contained in Rule 5.2.3 in respect of the New Bonds.

7. IFT submits the following in support of its waiver application:
(a) The lack of initial liquidity will not be of a disadvantage to the holders of New Bonds. Debt securities are generally not subject to the same degree of trading activity as equity securities; and

(b) It is intended that the Spread Requirements will be satisfied on or before the final issue date for the New Bonds.

(c) The Spread Requirements may not initially be satisfied due to the term of the offer period.

Rules

8. Rule 5.2.3 provides:

5.2.3 A Class of Securities will generally not be considered for Quotation on the NZSX or NZDX unless those Securities are held by at least 500 Members of the Public holding at least 25% of the number of Securities of that Class issued, with each Member of the Public holding at least a Minimum Holding, and those requirements are maintained, or NZX is otherwise satisfied that the Issuer will maintain a spread of Security holders which is sufficient to ensure that there is a sufficiently liquid market in the Class of Securities.

Decision

9. On the basis that the information provided by IFT is complete and accurate in all material respects, NZX Market Supervision (“NZXMS”) grants a temporary waiver from Rule 5.2.3 until the final Issue Date of the New Bonds (as defined in the simplified disclosure prospectus for the New Bonds (“Prospectus”)), on the condition that IFT clearly and prominently disclose this waiver decision and its implications, in the Prospectus for the offers of New Bonds.

Reasons

10. In coming to the decision to grant IFT a waiver from Rule 5.2.3, NZXMS has considered the following matters:

(a) Debt securities are not subject to the same degree of trading activity as equity securities;

(b) The waiver is granted on a temporary basis, until the final Issue Date of the New Bonds;

(c) NZXMS will have the opportunity to review and approve the simplified disclosure prospectus in respect of the offer of New Bonds; and

(d) There is precedent for temporary waivers being granted in the past in similar circumstances.

  IFT waiver from NZDX Listing Rule 5.2.3
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