NZX will be implementing the proposed changes to capital raising rules set out in its Capital Raising Consultation Response Paper, effective from January 15, 2024.

Key changes include:

• Permitting Accelerated Non-Renounceable Entitlement Offers (ANREOs) subject to additional investor protections (including a 1:3 dilution limit and enhanced disclosure requirements).
• Giving issuers the option to provide downside price protection for retail investors in accelerated offers, so that the price paid by retail investors is not higher than the price paid by institutions.
• Requiring issuers to provide a facility for renounced rights to trade (either market-based via trading or via a bookbuild).
• Adjusting Share Purchase Plan (SPP) settings, by increasing the monetary limit from $15,000 to $50,000 per shareholder and the percentage limit from 5% to 10%.
• Updating disclosure requirements for underwriting arrangements.

NZX has issued a new guidance note for capital raising, also effective from 15 January 2024. The guidance note:

• Provides basic information about capital raising structures.
• Identifies key considerations for issuers when selecting capital raising structures.
• Encourages seeking expert advice on capital raising decisions, particularly for issuers undertaking ANREOs.
• Provides guidance on the Rules and disclosure requirements relating to capital raising transactions.

If you have any questions about the changes to capital raising rules, contact one of our experts.