from good to great F R O M GOOD TO GREAT BOOK ONE: THE STORY OF LISTING WITH NZX Disclaimer NZX has prepared this NZX Listing Information Kit for informational purposes only. It is general in nature and may not apply to the particular circumstances of any company. Specialist advice should be sought by any company intending to list on an NZX market. No material in this information kit should be constituted as legal advice or opinion. Any company intending to list on an NZX market should also seek specific independent legal advice with respect to its NZX market listing and on-going obligations. NZX shall not be liable to any person in contract, tort (including, without limitation, in negligence), equity or otherwise, for or in respect of, any reliance on any material contained in this information kit. © New Zealand Exchange Limited (NZX), 2005. Printed October 2006 Copyright is asserted by NZX. All rights reserved. This information kit must not be copied or distributed, in whole or part, to any third party without the express written permission of NZX. For more information on NZX visit www.nzx.com  CONTENTS Page BECOME AN NZX LISTED COMPANY 5 BENEFITS OF LISTING 9 Fuel to Grow 13 Unlock Value For Owners 19 Strategic Flexibility 25 Profile and Brand Leverage 33 A Culture of Ownership 39 Strengthened Business Infrastructure 43 LISTING IN NEW ZEALAND 47 LISTING STORIES 53 42 Below 55 Just Water International Limited 61 Livestock Improvement Corporation 67 Canwest Mediaworks 75 Pumpkin Patch 81 Delegats 87 Rakon 93 NEXT STEPS 93  BECOME AN NZX LISTED COMPANY Go from Good to Great “Good is the enemy of great. Those who strive to turn good into great, find the process no more painful or exhausting than those who settle for just letting things wallow along in mind-numbing mediocrity. Yes, turning good into great takes energy. But the building of momentum adds more energy back into the pool than it takes out.” Jim Collins, From Good to Great.  New Zealand is a nation based on entrepreneurs. At NZX, we believe the entrepreneurial and pioneering spirit of New Zealanders is captured in the sharemarket. The sharemarket reflects the economic life of this country from its earliest days, at the centre of the gold rush and trading posts, to the present where the sharemarket plays an important role in not only the economy – but also in the cultural and social lives of many New Zealanders. The sharemarket drives growth and prosperity for business, individuals and, therefore, for New Zealand as a whole. Frankly, without a vibrant sharemarket we, as New Zealanders, could not enjoy the lifestyle and freedom that we do. The New Zealand sharemarket is all about great New Zealand companies, run by clever, pioneering New Zealanders. NZX listed companies are an important part of our economy. The companies that choose to list on NZX’s markets are as varied as New Zealand itself. They capitalise on New Zealand’s natural creative talents and resources. We strongly believe that these successful businesses are the best means of creating a better New Zealand economy. When companies make the decision to list, they join the ranks of New Zealand’s great companies. Many NZX listed companies are, or have become, household names both here in New Zealand – and elsewhere in the world. Companies like Pumpkin Patch, The Warehouse, Fisher & Paykel, CanWest MediaWorks, Michael Hill, 42 Below, Telecom, Fletcher Building and Sky City to name a few. These NZX listed companies are choosing to raise their heads above the parapet, to be subject to world standards of business best practice and to enable ordinary New Zealanders to share in the ownership – and the success – of their organisation. There are many, many more companies just like these in New Zealand, waiting to take the leap. Good companies with great ideas, exciting plans, sound business propositions, good track records and good corporate governance that are ready to take the step towards greatness. If your organisation has what it takes to take on the world and join the ranks of these great New Zealand companies, you should consider becoming an NZX Listed company. The benefits are varied and the challenges never stop. Listing opens the door to opportunities for your company. Most importantly, you will have access to the magic ingredient all companies need in their journey to greatness; ongoing access to cost effective capital. By becoming an NZX listed company, you can accelerate your growth and realise aspirations and potential often well beyond what you would otherwise have imagined. Your company can go from good to great. Read on to find out how. BECOME AN NZX LISTED COMPANY Go from Good to Great  BENEFITS OF LISTING Transform Your Business “Enduring great companies preserve their core values and purpose, while their business strategies and operating practices endlessly adapt to a changing world. This is the magical combination of preserve the core and stimulate progress.” Jim Collins, From Good to Great. 11 Transform Your Business Listing is the fuel that can economically transform your business. Taking the step to become listed can allow you to realise your business goals, without cashing out or giving up control. It can bring many benefits and opportunities previously unrealised. The diagram below outlines some of the limitations some non-listed companies face and the potential advantages of being listed. NON-LISTED Ë Limited growth options Ë Limited options for company owners Ë Limited expansion mechanisms Ë Limited brand profile BENEFITS OF LISTING Transform Your Business The listing process will bring you and your company many benefits: Provide fuel to grow Unlock value for owners Provide strategic flexibility Strengthen company profile and brand Create a culture of ownership Strengthen business infrastructure LISTED ✔ Improved access to ongoing capital for growth ✔ Transparent market valuation ✔ Increased growth options ✔ Increased brand profile ✔ Improved culture and workforce loyalty Read on to find out how your company can benefit from being NZX Listed. 13 FUEL TO GROW The Pumpkin Patch Story Listing on the NZSX Market in June 2004 provided the required capital injection. PPL raised $101.28M upon listing and have used some of this, along with their strong brand, size, customer base and clear goals, to contribute to the development of their company. In April 2005, they were in lease negotiations to enter into the US market. Pumpkin Patch Limited (PPL) started from small beginnings. It was founded in Auckland in 1990 by Sally Synnott. The business launched “in the corner of a friend’s office” as a mail-order operation making kiwi clothes for kiwi kids. This business grew over the next ten years to the stage where it had company owned retail stores in New Zealand, Australia and the United Kingdom. It also had distribution agreements in Ireland, the Middle East and the United States. But PPL wanted to continue growing its already extensive chain of retail stores in Australia and New Zealand, as well as continuing to develop markets further afield. The fuel that was required to continue this growth was capital. Moral of the story: If you can make it here, you can make it anywhere. NZX Listed companies are taking on the world – want to join them? 15 Fuel to Grow Capital is the fuel that will feed your company and help it to grow. As your company progresses, from initial start up through to maturity, there are many sources of financing available to you. What is key, is having access to an ongoing cost effective mechanism for raising capital. Capital is often the means to help convert intellectual capital – namely ideas – into viable business endeavours. It is the “life force” for breeding new opportunities and is a key ingredient to making them happen. A business without a viable supply of capital is akin to an engine operating without petrol. At each stage of business growth, companies face different financing issues. This is demonstrated in the diagram below. Depending on the lifecycle stage and particular needs, there are a number of finance options to encourage and sustain growth. But as a general rule, companies tend to rely on two main forms of capital to grow – equity and debt. Equity holders are exposed to higher levels of business risk, so the returns for investors are usually higher. In contrast, debt generally carries lower, fixed interest payments. To make the decision on what is right for your company long term, you should consider a mix of equity and debt. The total cost of raising equity through listing and an Initial Public Offering (IPO) is often lower than you would expect. In 2004, IPO costs in New Zealand as a percentage of funds raised ranged between 2.7% and 8.8%, with an average of 5.5%2 . Compare this with the cost of IPOs in Australia where the median cost was 7.8% in 20042 . BENEFITS OF LISTING Fuel to Grow 1 Source: Ernst & Young, July 2005 2 Source: PriceWaterhouseCoopers, 2004 Survey of Initial Public Offerings, April 2005 3 Source: NZX study, July 2005 Figure 1: Ernst & Young Growth Driver Model1 Figure 2: Listing Cost Breakdown3 While we cannot give any absolute guarantees of what the total costs are to list for any particular company (as NZX listing fees are only a small part of the total cost at around 3% to 4%), we can give you an idea of how the cost is spread. The “We considered venture capital and debt but we decided on listing as the best option because it was the most cost effective.” Geoff Ross, CEO, 42 BELOW 17 costs of listing typically break down as indicated in Figure 2, but can vary considerably between these categories. We encourage you to negotiate with NZX Firms/NZX Sponsors and other advisors, such as accountants and lawyers, to achieve the best prices. For example, NZX’s own listing on the NZSX Market was achieved at a cost of 4.5% of the funds raised (the offer was oversubscribed, so this percentage could have been lower had we looked to raise more capital at the time). Secondary Capital Raising The fuel that listing provides does not stop after your IPO and listing. In contrast to other methods of capital raising, listing offers an accessible, cost effective source for future finance through secondary capital raising options. This secondary capital raising can be executed in a number of ways, including new issues of shares to existing shareholders, placements or subsequent public offerings – which will raise additional capital and expand the shareholder base. In 2004, the amount of money raised on NZX’s markets via secondary capital raising was $1.09B (approx.)2 . The costs for raising this capital, when compared with other forms of financing is impressively low and delivers ongoing benefits beyond the initial listing phase. Two examples of NZX Listed companies which have used BENEFITS OF LISTING Fuel to Grow 2 Note: Includes all money raised by equity excluding IPOs, e.g. rights issues, placements, options. secondary fundraising to raise additional capital are: In May 2005, Fletcher Building placed 20 million ordinary shares to institutional investors following a book-build process. Shares were placed at $7.05 per share, realising $141M in total. The finance raised was used to fund the partial purchase of Amatek Holdings (which is a holding company comprised of four Australian building products businesses). In September 2003, Wellington Drive Technologies issued over 14 million ordinary shares. Shares were placed at 0.25c per share, realising over $3M in total. The finance raised was used to assist with the funding of the marketing, production and further development of its proprietary electronically controlled motor technology. See the costs of subsequent public offerings in the NZX Listing Fees section of NZX’s Guide to Listing publication. For more information about how to raise capital once listed you can also talk to your NZX Firm or NZX Sponsor. 19 UNLOCK VALUE FOR OWNERS The Livestock Improvement Story Livestock Improvement Corporation Ltd (LIC) is a classic New Zealand dairy farming cooperative, with origins tracing back to the early 1900s. They supply artificial breeding, herd testing, and herd recording and advisory services to approximately 12,000 dairy farmer clients. The cooperative also supplies allied services to other New Zealand agricultural sectors and exports to a number of countries. In short, it doesn’t get more “heartland” than LIC. LIC has evolved through a number of structures, eventually becoming an 100% user owned cooperative after the Dairy Industry Restructuring Act 2001. Initially, shares in the cooperative could only be bought and sold between the cooperative members and the LIC at their nominal value of $1.00, a price which was not related to the underlying asset value or expectations of earnings. Additionally, because shares could only be bought and sold when members entered or left the industry, there was an imbalance of buyers and sellers. In summary; it was difficult for farmers to unlock the true value of their investment. LIC was not a typical listing case and to really address the issue of liquidity, they needed to develop a new share structure to better represent the true value of their shareholdings to cooperative members. In addition, LIC members wished to retain control of the company, so they chose to retain shares in the cooperative that could not be publicly traded. NZX worked with LIC to create a tailored solution to fit these needs. In April 2004, LIC listed on the NZAX Market and in the process became the first true cooperative to list on NZX’s markets. They compliance listed on the NZAX Market as a non-standard issuer with a dual share structure. Under the new dual structure, one cooperative control share and ten fully paid investment shares were allocated for each nominal $1.00 share held. The shares are not traded among the general public. The only people who are eligible to own and trade these shares are dairy herd owners who actively trade with LIC. There are also prescribed minimum and maximum numbers of shares which these farmers must hold, but they are otherwise able to trade their investment shares. LIC’s listing has paid off – in June 2005 the investment shares were worth $14, and the their value to owners has truly been unlocked. Moral of the story: Cooperatives are the backbone of the nation. NZX is proud to have been able to provide a value solution to New Zealand’s farmers. We are happy to create one for your organisation too. 21 Unlock Value for Owners One of the most important metrics for any company owner, is valuation. It is also one of the most specialist areas as there are multiple models and theories on how to calculate the true value of your company. We believe listing holds power in terms of valuation as it allows for the most accurate methodology for valuing your shares – fair market pricing – as opposed to relying on the opinions of a consultant, company directors, or an agreed formula which may not move with the times. One of the main contributing factors to this valuation process is the dynamic interaction of buyers and sellers. This gives you, as a company owner, maximum valuation transparency that is not possible if your company value is being determined in the absence of willing bidders. Listing unlocks the value of ownership through liquidity and price discovery. Liquidity Upon listing, liquidity develops for existing shareholders in the company because of the ability for the wider investing public and financial institutions to access shares in the company via the market trading and settlement facility provided by NZX. This means that existing shareholders can more easily increase or decrease their shareholdings, quickly and cost-effectively, as there are more buyers and sellers for them to trade with. BENEFITS OF LISTING Unlock Value For Owners 1 Source: NZX Data *Please Note: URBUS is now part of ING Property Trust, as a result of a takeover on 24 June 2005 Figure 3: URBUS Trading Statistics1 This trading is facilitated by a nationwide network of connected NZX Firms (e.g. sharebrokers), who have access to buy or sell shares for their clients instantly, through electronic trading screens connected to each other via an online network provided by NZX. The ability to see bids and offers at all times when the markets are open, means that shareholders can gauge the likely price they may receive should they wish to sell their shares. URBUS Trading Statistics* Average Average Average trades volume value per month per month per month 12 months prior to listing 59 464,229 $367,093 12 months after listing 229 3,806,686 $3,465,904 Change (%) 290% 720% 844% “The biggest issue we faced was that, with many farmers retiring, we would always have more natural sellers than buyers. There’s a natural imbalance, and what we needed more than anything was liquidity.” Selwyn Tisch, Company Secretary, Livestock Improvement 2005 23 Shareholders can then decide whether or not to liquidate their holdings (with the time from decision to transaction being no more than a matter of minutes). This fuels liquidity and ultimately improves the ability to value shares in your company. Recent examples of companies that have moved from an unlisted market infrastructure to NZX’s markets have demonstrated improved liquidity and increased valuations. Some of these companies have seen a surge in their market valuation in the months after listing which could be BENEFITS OF LISTING Unlock Value For Owners Figure 5: PricewaterhouseCoopers Premium on Listing2 1 Source: NZX Data 2 Source: PricewaterhouseCoopers 2004 Survey of Initial Public Offering Figure 4: Comvita Tading Statistics1 attributed to transparent pricing and exposure to a wider group of buyers, sellers and analysts. For examples of this, see Figures 3 and 4. Price Discovery Many companies will have a pre-determined valuation of their business prior to listing. This is a critical input to setting the listing price. Once listed however, trading will determine market value, by buyers and sellers exchanging ownership. The transparency of trading on the sharemarket creates natural price discovery. Price discovery often provides positive results. In 2004, the average listing premium was 6%. The table below illustrates the average listing premium (or discount in the case of negative growth) for the companies that listed on the NZSX Market over the period of 1994 – 2004. Comvita Trading Statistics Average Average Average trades volume value per month per month per month 12 months prior to listing 5 54,289 $92,786 12 months after listing 42 232,310 $543,552 Change (%) 683% 328% 486% Monthly Value Traded Month End Price Value Traded ($ million) Price Listing $0.0 m $0.2 m $0.4 m $0.6 m $0.8 m $1.0 m $1.2 m $1.4 m $1.6 m $1.8 m 0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 Sep 02 Nov 02 Jan 03 Mar 03 May 03 Jul 03 Sep 03 Nov 03 Jan 04 Mar 04 May 04 Jul 04 Sep 04 Nov 04 Jan 05 Mar 05 May 05 Jul 05 Sep 05 Nov 05 Jan 06 Mar 06 May 06 Jul 06 Comvita Limited Trading Statistics (Listed November 2003) “Diversifying the shareholder base was the main reason that we decided to move from the unlisted facility to NZX…. without many sellers our shares were very illiquid. Through the listing process we were able to attract a wider range of shareholders.” Tony Coombe, CFO, Turners Auctions 25 STRATEGIC FLEXIBILITY CanWest MediaWorks Limited (MWL) is a truly global media network that made a conscious decision to list in New Zealand and “go local”. MWL operates leading Radio and TV networks in New Zealand reaching approximately 99% of New Zealand’s population. RadioWorks operates six national brands, as well as 22 regional stations throughout the country and TVWorks operates New Zealand’s leading privately-owned free-to-air channel, the TV3 television network and also the popular youth-oriented predominantly music TV channel, C4. MWL is a subsidiary of the CanWest Global Group, a group of leading international media companies, and Canada’s largest integrated media company. Despite its overseas parent, the company had an obvious desire to invest in the success of its New Zealand operations. Particularly as a media company which touches and relies upon many New Zealanders for its success, MWL wanted to unlock the value of the company in New Zealand, for New Zealanders. At about this time, CanWest Global Group also wanted to retire some debt in Canada. Listing was an option which allowed them the strategic flexibility to do both. MWL listed on the NZSX Market in July 2004. The Initial Public Offering (IPO) raised $104.04M immediately allowing them to retire the parent company’s debt. They also became a media company based in New Zealand, listed on the New Zealand market, partially owned by and focused on New Zealanders. By listing MWL offered New Zealanders a rare chance to invest in a mainstream media company in New Zealand. Listing has given MWL the opportunity (through raising its profile and additional capital) to acquire local companies whilst retaining the backing of a global parent (the CanWest Global Group retained a 67% shareholding in MWL). Brent Impey, CEO, MWL, noticed options opening up for them in the local market soon after listing, “Since virtually day one, we have been inundated with small business opportunities, which was something that we probably weren’t expecting. We have taken up a couple of them including some local radio acquisitions in the Coromandel and Gisborne.” The Canwest MediaWorks Story Moral of the story: Being world famous in New Zealand is sometimes as important as going global. If your firm needs local relevance, NZX can deliver. 27 Strategic Flexibility As a company owner, having the ability to change your company’s course at any time is critical to business longevity. Companies that last not only have vision, but the capability to achieve that vision over decades, market upturns and downswings, changes in product and service lifecycles and management turnover. We call this strategic flexibility. Becoming an NZX Listed company will provide you with strategic flexibility – and it is often one of the most overlooked benefits of listing. The four main elements of strategic flexibility that listing with NZX provides are: Ability to retain control Ability to facilitate growth Financial flexibility Succession planning Retain Control As companies grow they often find that they come to a stage in their evolution where traditional forms of financing (such as debt) will no longer provide the fuel they need to grow. In order to continue to grow, these companies are faced with several options. This often means, at least to some degree, a loss of control over the company and its future direction. For instance, one option is to sell the company to perhaps an international company – often resulting in total loss of control for the sake of a significant one-off lump sum payment. Another option could be venture capital – which often means handing over a controlling stake in the company to an independent investor, seeking a return on investment for little (or no) involvement in the running of the company long term. By listing, your company can reach the next stage in its development and your owner(s) can still retain a majority ownership stake – and therefore control – of the company. You can then continue with your strategic plans and goals for the company, bringing to life the plans and dreams that you have been striving to achieve. Facilitate Growth Capital raising is the obvious benefit of becoming an NZX Listed company. However, once capital is acquired through an Initial Public Offer (IPO), your company’s ability to access additional capital does not end. Your company can also make subsequent public offers to raise capital for future ventures. Listing is a long term plan for the growth of your company. The capital can be utilised to expand your business, achieve national/international growth objectives or to make acquisitions. On the following page are some examples of how companies have benefited from the flexibility that equity capital offers their business. BENEFITS OF LISTING Strategic Flexibility “ Recently Infratil Limited made an offer to purchase Kent International Airport in the United Kingdom. Without a doubt, our initiatives in this acquisition were strengthened by the Kent City’s ability to independently verify our story because of our listing on NZX.” Lloyd Morrison, Director, Infratil Limited 29 Acquisitions and Expansion Quoted shares are a vital acquisition currency for fast growing businesses. In many instances – some recently in New Zealand – companies have hit a growth and acquisition ceiling when they have not had the benefit of shares for acquisition currency. As expansion and acquisition is often necessary for survival, listing offers a core strength and competitive advantage for small-medium sized companies. Examples: Acquisitions – CanWest MediaWorks have used capital raised in New Zealand to buy local radio stations since listing. Geographical expansion – Michael Hill has opened new stores in New Zealand, Australia and Canada since listing. Product development – Comvita has further developed its product range since listing. It now contains 120 natural health care products with 12 of these being developed in 2004. International expansion – 42 BELOW used the capital they raised to market their brand internationally. Infratil has purchased one airport in Scotland and made an offer to purchase Lubeck Airport in Germany, with finance being raised in each case via the listed markets. Company Re-structuring In addition to providing flexibility for growth and expansion, listing offers many firms the ability to differentiate their individual business units, through the establishment of unique listed identities. For example, Turners Auctions listed on the NZSX Market and separated its business from the Turners parent group, thus separating the balance sheets of the two companies. Raising capital and benefiting from the profile associated with being listed, allowed Turners Auctions to pursue its own growth and development strategies, with confidence – separate from the original parent company. Financial Flexibility The financial flexibility provided by listing provides further strategic options for growing your business. These could include: Refinancing your balance sheet – Easier access to capital gives the company the ability to pursue more options financially. Spreading or retiring debt – Companies have the ability to use funds raised through listing to spread their existing debt or to retire old debt. BENEFITS OF LISTING Strategic Flexibility “Listing has provided increased confidence for Comvita’s bankers and greater certainty for existing shareholders who can now freely trade on NZX.” Bill Bracks, former Chairman, Comvita Limited 31 Succession Planning In the not too distant future, you or your company’s owners will need to start thinking about a successor. This is a difficult task for many small-medium sized businesses, especially if the family lineage does not provide for a natural successor. Some company owners use listing to provide an exit strategy from the head management position of the company, while providing continuity through maintaining a controlling or majority interest in the company. Transforming your company into a publicly listed entity, makes the company’s value more transparent and provides natural ‘buyers’ of the ownership stake. The advantages for your owners is that they can maintain a level of ownership and control in the business, while achieving a fair market price for the primary shareholding. Many company owners find this a lucrative way to move from one business enterprise to another. By owning a smaller stake in a larger company – they are financially much better off, than if they owned a larger stake in a smaller company. The company is also likely to grow more quickly and attract more top managers. BENEFITS OF LISTING Strategic Flexibility 33 PROFILE AND BRAND LEVERAGE Just Water International Limited (JWI) is making money out of water. The group of four New Zealand drinking-water businesses; Just Water New Zealand, Aqua-Cool, Cool Water and Corporate Water Brands is the leading edge when it comes to keeping New Zealanders cool and hydrated. All these businesses distribute to the corporate and government sectors, providing chilled drinking water through water coolers, and in the latter case, through custom-branded small water bottles. But, despite JWI’s solid 15 year track record in New Zealand and the fact thousands of New Zealanders use their products every day, prior to 2004, hardly anyone knew of the company, the brand or even what type of water cooler their company had. You could say they were operating “under water.” With the desire to become more famous and expand their already successful H2O empire, JWI listed on the NZAX Market in June 2004. By making an Initial Public Offer (IPO), they raised capital for growth and acquisitions and made sure they took full advantage of the publicity opportunities that listing provided, to raise their brand profile. The IPO generated extensive media coverage. With headlines like “Just Water IPO makes a healthy splash” printed in the NZ Herald, JWI easily achieved their goals. A previously little known company was now national news! “Prior to listing, Just Water didn’t have a brand. Nobody knew what sort of water cooler they had. Now, I think anyone you talk to, particularly in business, knows who Just Water is.” said Tony Falkenstein, CEO, JWI. “Big companies like dealing with big companies – and being publicly listed gives you bigness.” The Just Water Story Moral of the story: Getting your head above water isn’t always easy. So if it’s your desire to become a household brand in New Zealand, talk to us. 35 Profile and Brand Leverage NZX Listed companies are among New Zealand’s most well known companies – mainly because they are also some of New Zealand’s greatest businesses. If you’ve got an appetite for fame, or your company could benefit from brand awareness and publicity, then you should consider becoming NZX Listed. Should you choose to leverage it, your listing can rapidly catapult your firm into the mainstream media in New Zealand. The result will be an increase in brand awareness and credibility. Listing can change your relationships with the media, public, customers, distributors, analysts, brokers and suppliers. Some companies experience attention from acquisition prospects post listing, others find increased interest from customers, suppliers, and distributors. Most companies experience an increase in valuable free media exposure. Media & Public The day of listing can be a great PR opportunity for your firm should you choose to publicise it. This is because interest in your company will be at its highest – and naturally, media attention will follow. Having the media interested in your company will grow your reputation and image and sharpen your competitive advantage. The benefit is that it will be easier for you to naturally attract new customers and suppliers as well as improving your company’s creditworthiness in the eyes of banks and suppliers, who can rely on the release of publicly available information for analysis. Ongoing, the fact that the public now hold an interest and ownership stake in your company presents you with a unique marketing opportunity. With disclosure obligations, you will be required to make regular public announcements and the media will take a more active interest in your business. Generally, the more information in the public domain, the more the media will follow your brand. If an investment is made by your senior management team to leverage this opportunity, and it is handled right, being listed can become a core marketing asset for your firm. Customers & Stakeholders The effect of increased media attention is increased brand awareness and a raised company profile. Many companies report that following listing they have new opportunities opened up to them from both customers, suppliers and potential employees – who may not have otherwise heard of their business or its success story. Listing also provides a standard level of corporate governance and regulation and the standards that are required to list mean that other companies can be more comfortable working with you. This is especially true in international markets where little if anything may be known about a New Zealand based overseas company. For international companies, listing in New Zealand can show that a company which is part of an international group has a vested interest in New Zealand. BENEFITS OF LISTING Profile and Brand Leverage “Our higher profile has generated a very positive public image for our company, with a notable increase in interest from off-shore companies.” Tony Coombe, CFO, Turners Auctions 37 The stamp of being an NZX Listed company brings credibility and substance to your firm. It will provide you with a platform for growing not only your capital base, but also your relationship base both within New Zealand and elsewhere in the world. Investors & Analysts Sharemarket investors are informed daily about the markets, by media commentators and financial markets’ analysts (mainly working for NZX Firms). The information that your company makes available is digested and reported on by these groups, who play a major role in shaping investors’ perceptions of your company’s future prospects. Analyst reports vary, but the common data and information that analysts are seeking includes: Economic indicators – Factors affecting your sector, industry and market environment. Operating metrics – Regular updates on core operating fundamentals e.g. product sales metrics. Strategic insight – Information on your company’s direction and future plans. Analyst reports are made available to the sharebroking community and the media, so the more open and engaging your management group can be about your company’s financial status, the more informed the market will be, and the more likely investors – particularly institutional investors – will feel confident in following your shares. BENEFITS OF LISTING Profile and Brand Leverage 39 A CULTURE OF OWNERSHIP Most companies would say that people are one of their largest assets. But there would be few companies in New Zealand that could claim this to be more true, than Allied Work Force Group Limited (AWF). AWF was formed in 1988 by founder Simon Hull, and is now the largest specialist blue collar on-hire labour business in New Zealand. Employing over 8,000 casual workers AWF has on any one day approximately 2,500 crew out at 500 businesses around New Zealand. Simon Hull founded the company 17 years ago with a vision to provide New Zealand with an ongoing supply of skilled labourers, when and where they need them. Now operating out of 21 centres in New Zealand, AWF employs 90 full time staff to manage the business. AWF listed on the NZSX Market on 6 July 2005. Raising $11.4M from an Initial Public Offer (IPO), AWF has been able to strengthen their balance sheet by repaying debt and gear the company for future growth through acquisition and national expansion. In addition, AWF was able to offer long-standing management and employees, the opportunity to take an ownership stake in the company. “Our people, manage our greatest asset – our labour force. For me, keeping good staff committed to the business for the long term and motivated is a major management focus. Listing provided me with an ideal asset to combine a re-financing of the business with rewarding management and staff” said Simon Hull. Over 30% of the staff of AWF took up shares in the IPO. This gives staff the added bonus of owning shares in the company that they work for everyday, and sharing in its profits. “Feedback from staff who took up shares in the IPO has been extremely positive. It allows them to not only feel part of the team, but feel part of the vision and the financial performance of the company. It focuses them everyday on ensuring that decisions are made not only in the best interests of their role, but the broader shareholder base.” The Allied Work Force Story The Allied Work Force Story Moral of the story: Becoming publicly listed is not just about the general public. It is a unique opportunity to galvanise your management and loyal employees behind your long term vision. By seeking a commitment beyond the 9 – 5, you can get them to take a stake in your business and share the rewards. 41 BENEFITS OF LISTING A Culture Of Ownership A Culture Of Ownership Many companies that choose to become NZX Listed, are already established with good business practices, and a strong and distinctive culture. However, we all know that in today’s competitive environment attracting and keeping the right staff will often come down to how well people view your company. As a result of increased profile NZX Listed companies experience an increased ability to attract and retain highly qualified and experienced staff. Staff are attracted to successful companies and being in the media with a strong profile lends companies a sense of credibility and prestige. Importantly, an NZX Listed company’s compensation programme becomes more flexible as it can offer an opportunity for employees to benefit from having an ownership stake in the business, rather than just working for it. Employers also benefit from being able to offer an additional form of compensation, through an executive share scheme. The end result is usually improved productivity, enhanced loyalty and a more flexible compensation system for employers. “[Since listing] internally people are a lot more aware. There is more pride in the company from the staff. There is a feeling of gee we’re big time.” Matthew Washington, CFO, Pumpkin Patch 43 STRENGTHENED BUSINESS INFRASTRUCTURE Infratil Limited (IFT) invests in and manages infrastructure assets (such as airports in New Zealand and Europe, electricity, waste, energy and port investments in New Zealand and Australia). It manages these assets with the goal of delivering higher returns to the Company’s shareholders. Infratil was formed and listed in March 1994, initially raising $25M to invest in infrastructure and utility assets. Since it listed, IFT’s status as an NZX Listed company has assisted it to raise additional capital to fuel expansion, acquisitions and growth. Raising both equity and debt, IFT has benefited from access to a wide range of New Zealand investors who share their interest in investing in infrastructure assets. Today Infratil has a market capitalisation of close to $1 billion and has provided founding shareholders with a compound annual return of 25% per annum after tax. “One of the main benefits for us in being an NZX Listed company, is the transparency listing brings” said Lloyd Morrison, Managing Director, IFT. “We have found as an organisation that being publicly listed broadens our stakeholder interface, bringing us into contact with a larger network of investors, regulators, government and municipality bodies and businesses, helping them to understand our organisation and enabling them to evaluate us with certainty as a business partner.” IFT believes in accountability and sees this as a key determinant of long term performance. Having public accountability and transparency brings discipline, rigour and governance to an organisation which, in the opinion of Morrison, is a necessity when competing in the international space. “Recently IFT made an offer to purchase Kent International Airport in the United Kingdom. Without a doubt, our initiatives in this acquisition have been strengthened by the Kent City’s ability to independently verify our story because of our listing on NZX”, said Mr Morrison. Transparency of company systems and financial controls lowers the risk for organisations dealing with the company, improves reliability in the eyes of key market participants and ultimately, leads to a lower cost of capital. In addition, IFT now attracts some of the best staff in the world and has had opportunities opened up to them that, Morrison believes, are less likely to have occurred if they had remained an unlisted entity. “IFT is seen as a respected industry leader by the wider public and this not only lowers our regulatory (and other) risks, but gives us the confidence to compete on a world stage.” The Infratil Story Moral of the story: If you want to compete globally and achieve your goals – aim high. Don’t be afraid to compete with the world’s highest standards of business practice and governance. 45 BENEFITS OF LISTING Strengthened Business Infrastructure Strengthened Business Infrastructure The process of listing and influx of capital from public sources requires a transparent relationship with the marketplace and introduces the company to a number of new stakeholders (such as financial analysts, the media, institutional investors and private shareholders). These stakeholders will expect an open dialogue with your company. Increased transparency often acts as a catalyst for companies to consider making internal changes that strengthen the organisation’s own systems and processes. Often, the company’s information infrastructure is strengthened resulting in improved discipline and management tools. Going public, therefore acts as an “accelerator” of improvements, bringing about changes that would have naturally occurred through growth over the long term. The areas of company infrastructure that are typically strengthened when a company becomes listed include: Strategic planning − regular, consistent, transparent planning. Financial controls − clear targets, accountability and measurement. Information, performance data and reporting − operating metrics etc. Governance and internal audit − more experienced Board of Directors, better reporting within management. According to a June 2005 study conducted by the Italian Exchange1 , entitled “Effects of Listing”, there is significant evidence of a positive relationship between listing and business growth. The study shows yearly sales growth rates for newly listed companies of 18% in the three years following IPO. Listed companies substantially outperformed similar companies from the non-listed sector, which averaged 5% sales growth. Furthermore, the companies surveyed believe that their organisation has benefited positively by changes to their organisation, as a result of listing. In fact over 80% stated that the changes made as a result of listing have either directly or indirectly created long term value for their organisation. 1 The effects of listing − Results from the Italian Mid and Smallcaps, A Survey by Borsa Italian, June 2005 “[We have] always been a corner shop dairy trying to be a supermarket. The listing has changed our culture [for the better]. We are more organised, more responsible, more fastidious on record keeping and documentation. It has definitely put more focus on performance.” Rob Ford, CEO, Solution Dynamics 47 LISTING IN NEW ZEALAND Listing with NZX “There are compelling social and economic arguments for action to both broaden the distribution and raise the level of asset ownership in New Zealand. Indeed, improving New Zealand’s savings and ownership outcomes is one of the most important and pressing challenges facing New Zealand, and should be treated as a national priority for action.” David Skilling, Creating an Ownership Society in New Zealand, April 2005 49 Listing in New Zealand Keeping it New Zealand For New Zealand business owners, especially those operating in a global economy, there are many options for your business to fund growth and meet the ultimate objectives of your owners. Some of these options may result in your company staying privately owned in New Zealand, some will result in a listing, some may result in a trade sale to an international corporation or merger with a larger offshore corporation. Clearly every owner has to weigh up their options and act in the best interests of their shareholders. However, we challenge New Zealand business owners to consider the merits of keeping their business owned and operated in New Zealand. It is the opinion of NZX – and the wider markets community – that all business and market participants have a role to play in securing and protecting New Zealand’s economic future. Keeping your business New Zealand owned is a way to contribute to this. Listing with NZX At NZX, we firmly believe that New Zealand’s markets serve the natural talent of New Zealand’s entrepreneurs. Our goal is to unlock value for more New Zealand companies and their owners by providing them with access to competitive sources of capital and to provide New Zealand investors with a diverse trading marketplace. In 2004 that occurred, with 17 Initial Public Offers (IPOs) and a total of $774M raised in equity capital. New Zealand companies are starting to embrace the opportunities for fuelling growth by listing here in New Zealand. Ultimately, we are committed to providing solutions that will help more New Zealand companies be highly competitive in the world market, with the ownership and intellectual capital remaining in New Zealand. We are here for New Zealand companies. NZX itself is a New Zealand company, serving New Zealand business. We set high standards for entry to our markets and rigorously guard their integrity and transparency. But we are also a company of innovators. Our market is small and the unique nature of New Zealand companies demands we think innovatively about how to solve problems for real businesses. We like to “break the mould”, especially when it comes to service delivery. When your company decides to list, a specific NZX Listing Team will be appointed to work with you one on one, to ensure that the listing process runs smoothly and your business objectives for listing are meet. LISTING IN NEW ZEALAND Listing with NZX Fisher & Paykel Healthcare Fisher & Paykel Healthcare (FPH) is a recent example of a New Zealand company with first-hand experience in listing offshore. FPH listed on the NASDAQ market in 2001 raising 21% of new capital from US investors. The shares in the US market traded at a premium from day one, resulting in a substantial sell-down by US investors who purchased shares in the Initial Public Offer (IPO). Analyst coverage was limited and liquidity was centred in New Zealand for the shares, with 4.5 times as many trades occurring in New Zealand in the first year compared with the first year on NASDAQ. Fisher & Paykel Healthcare delisted their shares soon after from NASDAQ, as they were unable to maintain liquidity momentum post listing. This is one example of a major New Zealand company who attempted to maintain an offshore listing, without success. 51 Listing in New Zealand vs Offshore For many companies who are considering listing, the idea of listing on an offshore market can at first seem very attractive. However, what at first may seem a similar opportunity, can often result in higher long-term costs and investment to capitalise on the listing benefits. There are several factors that should be considered carefully when comparing listing in New Zealand with listing offshore, these include: Valuation metrics – P/E rankings for New Zealand companies listed on NZX’s markets have (as a group) steadily increased in recent years as New Zealand listed companies have produced stronger sustainable earnings growth. Our P/E as a market is now consistently at, or above, the global median. In addition, offshore and local investors are beginning to rate NZX’s markets as equivalent in quality to any globally. Investor base – Companies who list in New Zealand generally find they have stronger retail demand for their shares and a greater interest from institutions looking to take a long term interest. Investor relations – Managing relations with investors is easier due to a higher local profile and proximity. Coverage – Analyst and media coverage of listed companies is generally focused on sectors of growth and value that are relevant to local buyers’ needs and the local market dynamics. Profile – Companies who list in New Zealand also have a greater potential to be included in an NZX index, which can also increase analyst and media coverage. LISTING IN NEW ZEALAND Listing with NZX More information on these factors is available in NZX’s “Guide to Listing”. To receive your copy please contact the NZX Listing Team, email: listings@nzx.com or phone: +64 4 496 2855. 53 LISTING STORIES NZX Listing Case Studies 55 42 BELOW “When we started out we thought we would be big, But now we reckon we can be bloody big. Listing was an important ingredient for us.” Geoff Ross, CEO, 42 BELOW 57 Believe in Big Ideas Situation 42 BELOW (FTB) is the manufacturer of premium vodka and gin brands. The company was founded by Geoff Ross who had an idea to distill vodka in his garage in Oriental Parade, Wellington. It has now developed award winning spirits that are stocked by the Ritz in London, Icebergs in Sydney, Louis V in Paris, Beverly Hills Hotel in LA, and many more exclusive bars and restaurants worldwide. When compared with larger more established companies, it could be said that FTB has a young, daring, and somewhat (self described) “risk taking” and irreverent culture. Big on ideas, but without a track record to back them up. But from the start, FTB had the confidence in their ability to grow. They had developed a unique idea and brand positioning, but needed something more substantial to fund their planned fast paced growth, they required an all important ingredient – capital. Solution FTB found a source for capital when they listed on the NZSX Market in October 2003. By getting investors to believe in their ideas and plans they raised $15.5M in IPO funds. Within the first two years after listing, FTB became a recognised and respected brand in New Zealand and Australia, the UK and Singapore. It has strong distribution in these countries as well as the USA, France and other parts of Asia. LISTING STORIES 42 BELOW In Geoff Ross’s opinion, “Listing was the most effective option because it solved our need to raise capital, but without the intrusion of private investors wanting a big stake in FTB’s product, culture, and business.” Therefore, listing helped a long-term growth without compromising the values which the company embodies. Prior to listing, FTB had three shareholders, now they have more than three thousand. Geoff believes that “there has been no downside in sharing the company with the public, other than trying not to pay too much attention to the share price! We have a brilliant business, and so we keep focused on the business. The market takes care of the share price.” For FTB, listing has not created any barriers. There are a few more legal costs and auditing costs because of the rigorous reporting, but all in all, costs have been minimal. In terms of compliance and disclosure, Geoff is of the belief that “it is fine, it is good housekeeping and it is something that should be done anyway, whether listed or not. Sometimes there is difficulty in knowing what is material and what is not, but over time, or with the help of a good legal team, this can be reported accurately.” Since listing, FTB has received a lot of publicity – both nationally and internationally. The brand has featured on a wide range of media items, from the Sydney Morning Herald, The Jay Leno Show in USA, BBC Radio in the UK, and TV ONE Sunday in New Zealand. This increased publicity has translated into a huge boost in sales. 59 Ross notes that “We can track our publicity through the listing process, through impact of sales without a doubt, unquestionably.” Summary Listing Date 15 October 2003 NZX Market NZSX Money raised in IPO $15.5M NZD Market Cap. (based on issue price) $60.5M NZD Issue Price $0.501 Prospectus Date 12 September 2003 Security Code FTB Lead Manager & Organising Participant Direct Broking Listing Benefits for FTB Provide fuel to grow Unlock value for owners Provide strategic flexibility Strengthen company profile and brand Create a culture of ownership Strengthen business infrastructure LISTING STORIES 42 BELOW 1 Note: Issue Price includes entitlement to 42 BELOW warrants. 61 JUST WATER INTERNATIONAL LIMITED “Prior to listing, Just Water didn’t have a brand. Nobody knew what sort of water cooler they had. Now, I think anyone you talk to, particularly in business, knows who Just Water is.” Tony Falkenstein, CEO, Just Water International 63 Getting Your Head above Water Situation Just Water International (JWI) is a group of four New Zealand drinking-water businesses, Just Water New Zealand, AquaCool, Cool Water and Corporate Water Brands. All businesses operate in the corporate and government sectors, providing chilled drinking water through water coolers, and in the latter case, through custom-branded small water bottles. But, despite JWI’s solid 15 year track record in New Zealand and the fact thousands of New Zealanders use their products everyday, before 2004, hardly anyone knew of the company, the brand or even what type of water cooler their company had. Also, having already purchased Aqua-Cool, Cool Water and Corporate Water Brands between 2001 and 2004, JWI also wanted the flexibility to pursue future acquisitions. But as a privately owned company, capital was received from private assets – and so was limited. JWI needed brand recognition and the flexibility to grow. Solution With these issues in mind, JWI listed on the NZAX Market in June 2004. By undertaking an Initial Public Offer (IPO), they raised $8.25M capital to use for growth and acquisitions and took full advantage of the free publicity that listing provided to raise their brand profile. A successful IPO and extensive LISTING STORIES Just Water International Limited media coverage, with headlines like “Just Water IPO makes a healthy splash” printed in the NZ Herald, led JWI to achieve their goals. A previously little known company was now national news! Falkenstein says “Many companies don’t realise how important listing is as a marketing opportunity. When listing, suddenly there is a mass of free publicity that a company can capitalise on.” JWI also found listing on the NZAX Market rather than the NZSX Market beneficial because they are seen as a “big fish in a small pond.” JWI found the transition to being a listed company a relatively easy one. Because Falkenstein had a public company background, he had always audited JWI with a view to listing and had been operating almost like a listed company. They have experienced some increase in legal costs, but nothing material from their point of view because as Falkenstein said, “The amount of listing fees it has cost us, we certainly got back just in branding.” In solidifying their credibility through listing, Just Water was also able to provide more security and recognition, not only to clients and stakeholders, but to staff by offering shares and supporting the image of the company through the market. By offering shares to staff, Falkenstein feels there is a “lot more pride” in the company from staff, more of a feeling of being a part of a big company. Falkenstein says his advice to any company on the road to becoming listed is to “Give yourself some time to really think through how to position the IPO, and to really leverage the marketing opportunity out of it.” as Just Water did. 65 Summary Listing Date 15 June 2004 NZX Market NZAX Money raised in IPO $8.25M NZD Issue Price $0.50 Market Cap. (based on issue price) $33.22M NZD Prospectus Date 7 May 2004 Security Code JWI Lead Manager & NZX Sponsor Giffney & Jones Legal Advisor & NZX Sponsor Harmos Horton Lusk Listing Benefits for JWI Provide fuel to grow Unlock value for owners Provide strategic flexibility Strengthen company profile and brand Create a culture of ownership Strengthen business infrastructure LISTING STORIES Just Water International Limited 67 LIVESTOCK IMPROVEMENT CORPORATION “We want price discovery for our members so that people can capture some of the value of the company’s assets.” Stuart Gordon, CEO Livestock Improvement 69 Unlocking Value for Farmers Situation Livestock Improvement Corporation Ltd (LIC) is a classic New Zealand dairy farming cooperative with origins tracing back to the early 1900s. LIC supplies artificial breeding, herd testing, and herd recording and advisory services to approximately 12,000 dairy farmer clients. The cooperative also supplies services to other New Zealand agricultural sectors and exports to a number of countries. LIC has evolved through a number of structures, eventually becoming a 100% user owned cooperative after the Dairy Industry Restructuring Act 2001. Initially, shares held by members in the cooperative could only be bought and sold between the cooperative members and LIC at their nominal value of $1.00, a price which was not related to the current underlying asset value or expectations of earnings. Additionally, because shares could only be bought and sold when members entered or left the industry, there was an imbalance of buyers and sellers. In summary; it was difficult for farmers to unlock the true value of their investment. The Board understood it had a problem; they needed to develop a share structure which would allow the dairy herd owners the ability to access their capital and unlock the value of their holdings, in a flexible and efficient manner. The Board and the National Council (shareholder representative body) also wanted to ensure shareholders had membership benefits which would make share trading easy, at a fairly determined price, for buyers and sellers LISTING STORIES Livestock Improvement Corporation in an open marketplace. Essentially, LIC was seeking a mechanism which would provide value to members , and a cost effective share trading solution, to the company. Options To achieve their goals, LIC considered several options. One was to bring the process in-house, to effectively ‘run’ a market themselves. But this was not seen as a core competency for the cooperative and so the Board felt it would simply be a distraction from their core business. For this reason they started to investigate the option of an external market provider. The NZAX Market was their first choice as it provided a credible, regulated marketplace with a network of brokers (NZX Advisors) who could promote the shares, and increase liquidity. “I looked around at all the cooperatives and obviously there was no ‘off the shelf’ solutions, so we looked to set up one of our own. [Our decision] boiled down to the credibility and liquidity of the NZAX Market. The NZAX Market has credibility because it is a regulated market run by NZX. It is an independent market so trading won’t be done inhouse and directors and officers would be removed from the process – allowing us to concentrate on our core business.” said Selwyn Tisch, Company Secretary, LIC. Solution When they presented themselves to NZX, LIC was not a typical listing case. Some creative thinking was required to address the issue of liquidity. LIC needed to develop 71 a new share structure and to ensure control, shares in the cooperative would not initially be publicly traded. NZX worked with LIC to create a tailored solution to fit these needs. In April 2004, LIC listed on the NZAX Market and in the process became the first true cooperative to list with NZX. They compliance listed as a non-standard issuer with a dual share structure. Under the new dual structure, one cooperative control share and ten fully paid investment shares were allocated for each nominal $1.00 share held. The shares are not traded among the general public. The only people who are eligible to own and trade these shares are dairy herd owners who actively trade with LIC. There are also prescribed minimum and maximum numbers of shares which these farmers must hold, but they are otherwise able to trade their investment shares. To enable LIC to list with this structure, NZX made some amendments to the X-Stream Trading System FASTER Settlement System in order to enable control shares to trade in a closed market environment. NZX Firms can now promote the sale of investment shares to other members of the cooperative. LIC have found, as they had hoped, that listing on the NZAX Market with the dual share structure has led to greater liquidity and price discovery, enabling shareholders to access fair value for their investment. “Cooperatives tend to suffer from lack of transparency of management performance because they effectively sit on capital without any public measure on how effectively it’s being utilised, and what sort of return is being generated to shareholders. It’s fair to say cooperatives tend to be fixed on production at least cost, rather than growth, innovation and efficiency. That’s what this listing has done for Livestock Improvement – it provides transparency so our shareholders can really see how their capital is being employed, and evaluate the level of utilisation. One way they’ll express that evaluation will be in the trading of shares.” said Stuart Gordon. Listing on the NZAX Market has not had any major impact on the way the business is run internally. Upon becoming a Cooperative in 2002 they had already experienced a change in the culture with thinking and attitudes moving from an organisation principally focused on “industry good”, to a “commercial enterprise” with shareholders expecting a return on their investment. Gordon does believe, however, that listing will improve their profile. LISTING STORIES Livestock Improvement Corporation Figure 6: Each existing shareholders’ allocation went from $1.00 to $4.00 as a result of listing. * Value as at June 2005, 10 Listed Investment Shares (@$1.46) and 1 control share (@$1) 73 Summary Listing Date 19 April 2004 NZX Market NZAX Market Cap. (based on issue price) $44.9M NZD Last Price (first day of trading) $1.52 Prospectus Date 25 March 2004 Security Code LIC Lead Manager & NZX Sponsor ABN AMRO Craigs Legal Advisor & NZX Co-Sponsor Minter Ellison Rudd Watts Listing Benefits for LIC Provide fuel to grow Unlock value for owners Provide strategic flexibility Strengthen company profile and brand Create a culture of ownership Strengthen business infrastructure “Livestock Improvement has always had a high profile in the national and international rural community, but this listing will give us a profile and ranking amongst listed companies which will be an asset with such things as acquisitions, relationships and alliances both in New Zealand and off shore”, said Gordon. The benefits LIC have gained for their own company, shareholders, as well as for New Zealand through listing are unprecedented. Leading the way for cooperatives to list, LIC and NZX have together created an infrastructure and opportunities for a new breed of cooperatives. LISTING STORIES Livestock Improvement Corporation 75 CANWEST MEDIAWORKS “Listing has brought tangible and intangible benefits to MediaWorks. The profile of our business has been raised in New Zealand and the current New Zealand Government seems happy to be working with a company that is based in New Zealand with a New Zealand listing, rather than a 100% overseas entity.” Brent Impey, CEO, CanWest MediaWorks (NZ) Limited 77 From Global to Local Situation CanWest MediaWorks Limited (MWL) operates leading Radio and television networks in New Zealand. RadioWorks operates six national brands, as well as 22 regional stations throughout the country and TVWorks operates New Zealand’s leading privately-owned free-to-air channel, the TV3 television network and also the popular youthoriented predominantly music TV channel, C4. MWL is a subsidiary of the CanWest Global Group, a group of leading international media companies, and Canada’s largest integrated media company. Despite its overseas parent, the company had an obvious desire and investment in New Zealand’s success. Particularly as a media company which touches and relies upon many New Zealanders for its success, MWL wanted to unlock the value of the company in New Zealand. At about this time, CanWest Global Group also wanted to retire some debt in Canada. Listing was an option which allowed them the strategic flexibility to do both. Solution MWL listed on the NZSX Market in July 2004. The Initial Public Offering (IPO) raised $104.04M immediately allowing MWL to retire some parent company debt. They also became a media company based in New Zealand, listed on the New Zealand market, and focused on New Zealanders. LISTING STORIES Canwest Media Works Listing gave MWL the opportunity (through profile and capital) to acquire local companies. Brent Impey, CEO, MWL, noticed options opening up for them in the local market soon after listing, “Since virtually day one, we have been inundated with small business opportunities, which was something that we probably weren’t expecting. We have taken up a couple of them including some local radio acquisitions in the Coromandel and Gisborne”, said Impey. MWL benefited enormously from increased media coverage and a greater profile than before. New Zealander’s are now more aware of MWL. The transition to an NZX Listed company, meeting all of the NZX Listing Rules requirements on corporate governance and continuous disclosure have been far from onerous in the company’s point of view. Because their major shareholder is a North American company, CanWest’s reporting requirements were already stringent and frequent. “Familiarising and understanding the NZX Listing Rules was at times challenging, but competent and experienced staff at Goldman Sachs JBWere have made the process easier.” Impey said, “We found it imperative to have a strong and capable senior management team and really good advisors to help us along the way.” 79 Summary Listing Date 29 July 2004 NZX Market NZSX Money raised in IPO $104.04M NZD Market Cap. (based on issue price) $346.80M NZD Issue Price $1.53 Prospectus Date 25 June 2004 Security Code MWL Lead Manager & Organising Participant Goldman Sachs JBWere (NZ) Ltd Listing Benefits for CanWest MediaWorks Provide fuel to grow Unlock value for owners Provide strategic flexibility Strengthen company profile and brand Create a culture of ownership Strengthen business infrastructure LISTING STORIES Canwest Media Works 81 PUMPKIN PATCH “We already had a strong profile and presence in Australasia and we wanted to seize the opportunity to continue to grow locally as well as offshore.” Matthew Washington, CFO, Pumpkin Patch 83 Fuel to go global Situation Pumpkin Patch Limited (PPL) is currently one of Australasia’s leading children’s fashion companies, and is increasingly recognised as an international brand representing innovative design and quality product. PPL’s product range encompasses all stages of a child’s growth − from baby to toddler, primary school to pre and early teen − including clothing, nightwear, accessories, rainwear, footwear and bedroom linen coordinates. It also caters for Mums-to-be and pre and early teen girls. It is a loved brand for kids, Mums and Dads alike. However, it started from small beginnings. Founded in Auckland in 1990 by Sally Synnott, the business launched “in the corner of a friend’s office” as a mail-order operation. This business grew over the next ten years to the stage where it has company owned retail stores in New Zealand, Australia and the United Kingdom and it has distribution agreements in Ireland, the Middle East and the United States. But PPL wanted to continue growing its already extensive chain of retail stores in Australia and New Zealand and continue to develop markets further afield. The fuel that was required to continue this growth was an injection of capital. Solution Listing on the NZSX Market in June 2004 provided the required capital injection. LISTING STORIES Pumkin Patch PPL raised $101.28 M upon listing and have used this, along with its strong brand, size, customer base and clear goals to develop its company further. In April 2005, they were in lease negotiations to enter into the US market through the opening of PPL stores. But access to capital was not the only benefit that PPL has experienced as a result of listing. Before listing, they had six main shareholders plus a group of about fifty to sixty employees who held small parcels of shares. Listing has created liquidity for these shareholders and the price of PPL’s shares has gone from $1.25 at listing to $2.78 a year later (as at June 2005). Listing has also helped PPL foster a closer relationship with their customers and staff. According to Matthew Washington, CEO PPL, “a lot of Mums and Dads took advantage of the Initial Public Offering (IPO) because they love the product, love the company, love the store. It helped customers become more of a part of the company. Our own staff were also given the option to invest in the 85 company shares. Because we already have quite a strong family culture, this was another way to participate in the success of the business.” Listing really hasn’t had any negative impact on the business, as before listing PPL had a good reporting system, and strong governance policies in place. Key individuals spend more time on investor relations, but besides that, the day to day business has not been affected. Washington says that “listing really wasn’t as bad as we thought it would be. We partnered with great people, who have a strong reputation and past experience, and who could help distribute shares to their customer base. Plus, internally we had a strong management team and felt we were ready.” Washington advises, “my advice to any business is to PLAN. Plan in advance, and work out where you may be stretched, and get the resources in to get the job done. A key factor is making sure that your management is adequately resourced, but if you don’t have it, go out and find it… go out and find someone who has been there before, go out and get the resource that you need to get the job done. For us, the time was right, and we were ready.” Summary Listing Date 9 June 2004 NZX Market NZSX Money raised in IPO $101.28M NZD Market Cap. (based on issue price) $208.14M NZD Issue Price $1.25 Prospectus Date 14 May 2004 Security Code PPL Lead Manager & Organising Participant Goldman Sachs JB Were (NZ) Ltd. Listing Benefits for Pumkin Patch Provide fuel to grow Unlock value for owners Provide strategic flexibility Strengthen company profile and brand Create a culture of ownership Strengthen business infrastructure LISTING STORIES Pumkin Patch 86 87 DELEGATS “We saw listing on the NZSX as a way of Delegat’s beyond family ownership thereby creating a platform for substantial future earnings growth. The result of this has been an overwhelming interest in the operations and performance of our business from the investing public.” Jim Delegat, Managing Director, Delegats Group Limited 89 This is Success Description of Business Delegat’s Group Limited (DGL) is a leading New Zealand producer of Super Premium branded wines for the export and the domestic markets. DGL was owned by the Delegat family and until the recent IPO, the sole ownership had been held by Jim and Rosemari Delegat, the descendants of the wine industry pioneers, Nikola and Vidosava Delegat, who established Delegat’s in 1947. DGL is New Zealand’s third largest wine producer and has a focused portfolio of brands consisting of Oyster Bay® and Delegat’s®. DGL’s strategic goal is to lead New Zealand wine category growth and establish Oyster Bay as one of the world’s Super Premium wine brands. DGL is focussed on delivering strong growth in key export markets producing Super Premium wines from New Zealand’s leading wine regions, in the varietals for which those regions are internationally renowned. The Group focus has been to establish itself as a global marketer of New Zealand super premium wines. DGL has invested heavily in its brands and distribution channels, and has established in market sales offices to support substantial future sales growth. This strategy has established Oyster Bay as a ‘must stock’ brand with leading distributors and retailers globally in such markets as the United Kingdom, EU, USA, Canada and Australia. In the New Zealand market, both Oyster Bay® and Delegat’s® are strong brands. The Group’s wines have a history of winning awards and being acclaimed by leading wine critics. Oyster Bay Chardonnay 2005 won a gold medal at the San Francisco International Wine Competition 2006 and in 2005; Oyster Bay® Pinot Noir 2004 was the only New Zealand red wine in its class to be awarded a Gold Medal at the National Wine Show of Australia. Both Oyster Bay® Sauvignon Blanc and Chardonnay won ‘World’s Best’ awards at the prestigious International Wine and Spirit Competition in 1991 and 1995 respectively. Delegat’s® Reserve wines have also enjoyed considerable success. Reasons for Listing The listing on the NZSX in April 2006 provided $45 million in capital as part of the funding programme designed to support the continued growth of the Group. Proceeds of the Issue were used to repay a portion of bank debt, support the Group’s working capital requirements and the continued development of its new $73 million state-of-theart Marlborough winery. After the IPO, DGL’s ownership is still mostly retained by Jim and Rosemari Delegat, who control about 67 per cent of the shares on issue. On DGL’s first day of trading, the company was valued at more than $150 million and today Delegat’s Group Limited has a market capitalisation of over $200 million. Of listing, Jim Delegat, the managing director, has said that listing had been part of the Group’s strategic plan all along. “This is a great joy to the family. We are overwhelmed by the interest that has been shown in the wine industry.” As the Delegat family (both corporate “This is a great joy to the family. We are overwhelmed by the interest that has been shown in the wine industry.” As the Delegat family (both corporate and literal) watched their debut on the trading system, to Rosemari’s rhetorical question “This is tough, isn’t it?” Jim simply replied, “This is success.” 91 and literal) watched their debut on the trading system, to Rosemari’s rhetorical question “This is tough, isn’t it?” Jim simply replied, “This is success.” Listing Benefits for DGL “We saw listing on the NZSX as a way of moving Delegat’s beyond family ownership thereby creating a platform for substantial future earnings growth. The result of this has been an overwhelming interest in the operations and performance of our business from the investing public.” Summary Listing Date 21 April 2006 NZX Market NZSX Money raised in IPO $45M NZD Market Cap. (based on issue price) $140M NZD Issue Price $1.40 Prospectus Date 22 March 2006 Security Code DGL Lead Manager & Organising Participant Westpac Institutional Bank and ABN AMRO Craigs Limited 93 RAKON RAKON “the company... had investigated private equity arrangements and listing on overseas bourses... Rakon found the NZX market to be the right size and met the needs of their company. There was strong investor interest at reasonable valuation, and it offered a platform for future equity raisings. NZX also provided the lowest initial cost and lowest ongoing cost as compared wtih AIM, NASDAQ and ASX. ” 95 Situation Rakon manufactures crystals and oscillators, tiny components that are used as timing references in a myriad of applications. Wristwatches, fish finders and car navigation systems are just a few examples of products which require timing references. The company was founded by Warren Robinson who first developed this crystal technology in the basement of his Howick home. Warren in the late 60’s saw the need for a supplier of crystals in the radio communications industry. Warren after working in the marine business had experienced first hand the lack of crystal suppliers and long delivery times for these much sought after components. In the 80’s and 90’s his son’s Brent and Darren identified new and emerging markets for these products. Today Rakon is a world leader in the development and production of high performance quartz crystals components used for timing reference and frequency control in demanding applications, such as Global Positioning Systems (GPS) and microwave communications. The company’s head office is located in Auckland, with offices in Asia, North America and Europe. Rakon employees approximately 500 people with the majority based in New Zealand. But despite supplying to many of the world’s top fortune 500 companies, and well recognised in the global arena, very little has been known about Rakon by the average kiwi- until now. As a privately owned company, capital was limited. Rakon believes it is well positioned to benefit from the significant growth which the company considers is likely to occur should GPS products continue to penetrate the consumer mass market. Rakon currently supplies over 50% of the quartz crystals and oscillators used by GPS manufacturers worldwide. To develop and grow Rakon needed to fund further growth through investment in plant and equipment, acquisitions and working capital. Solution Rakon managing director Brent Robinson said the company, along with the float’s lead manager UBS, had investigated private equity arrangements and listing on overseas bourses such as the London Stock Exchange’s Alternative Investment and the United States’ Nasdaq. Rakon found the NZX market to be the right size and met the needs of their company. There was strong investor interest at reasonable valuation, and it offered a platform for future equity raisings. NZX also provided the lowest initial cost and lowest ongoing cost as compared with AIM, NASDAQ, and ASX. Robinson was pleased the NZ market could meet the needs as it enabled the family to keep the company in NZ and enable Rakon employees (the majority of whom are based in New Zealand) to easily become shareholders. At listing on May 16th, demand for the initial offer of 41,250,000 shares valued at $66m outstripped supply. Investors could only purchase shares through firm allocations, which were quickly met. “It has been a hot listing, there’s no doubt about that”, said 97 Wayne Stechman, Tower Asset Management’s head of New Zealand equities, the day after listing. RAK shares listed at a 37.5% premium at $2.20 a share, up from the $1.60 issue price, and have continued to rise, reaching $3.17 recently. About listing, Robinson said: “It marks an important milestone in the company’s development. We always said when we reached a point where we can’t fund it out of the family that we wouldn’t hold the company back and [would] look to the capital markets to fund it further.” Robinson added the company has benefited from the appointment of independent directors and that higher profile the company has enjoyed has assisted with the recruitment of high calibre staff. One in four employees purchased shares in the IPO, delighting Robinson as evidence of their commitment and belief in the company’s future. The Robinson family has retained a 41.6 per cent stake in the company post listing. GV`dcA^b^iZY %#% &#% '#% (#% )#% *#% +#% BVn%+ ?jc%+ ?ja%+ 6j\%+ HZe%+ &#%% &#*% '#%% '#*% (#%% (#*% )#%% 9V^anKVajZIgVYZY 9V^an8adh^c\Eg^XZ 9V^anKVajZIgVYZYb^aa^dc Eg^XZ Rakon Share Price History Summary Listing Date 16 May 2006 NZX Market NZSX Money raised in IPO $66M NZD Market Cap. (based on issue price) $170M NZD Issue Price $1.60 Prospectus Date 13 April 2006 Security Code RAK Lead Manager & Organising Participant UBS New Zealand Limited “We believe our recent listing stories speak for themselves. But if you are in any doubt of the merit listing can bring to your business, we are happy to tailor a presentation on the value we can unlock for you and your company’s owners.” Geoff Brown, Head of Markets and Product Development, NZX 99 NEXT STEPS For More Information 100 For More Information If this booklet has sparked your interest in listing, NZX can provide further resources for your information. The NZX “Guide to Listing” is an invaluable resource providing information about: NZX – Including information about NZX’s markets, history, participants, indices and the NZX Listing Team. Listing in New Zealand – Which looks at the benefits of listing in New Zealand in more detail than in this booklet. Preparing for listing – Including choice of market, cultural preparedness, choosing your listing team, steps to listing, fees and listing communications. Legal aspects around listing – Including market regulation and compliance, legal requirements, key legislation and listing options. If you would like to receive a copy of this guide or have any further questions, please contact the NZX Listing Team. Personalised Presentation Please contact the NZX Listing Team to organise a meeting to discuss how listing can benefit your company (see details below). NEXT STEPS For More Information To contact the NZX Listing Team Email: listings@nzx.com Phone: +64 4 496 2855 www.nzx.com