NEW ZEALAND EQUITY CAPITAL MARKETS Trends and Insights Contents
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January 2020 NEW ZEALAND EQUITY CAPITAL MARKETS Trends and insights Contents Innovation and change abounds ..................................................................................... 1 2019/2020 equity capital markets snapshot ............................................................. 2 2020 IPO activity to build on Napier Port success ................................................... 4 Key trends for 2020 listing activity .............................................................................. 6 Market performance and composition ......................................................................... 8 From public to private ......................................................................................................10 Shareholder activism and stakeholder engagement ...............................................12 Increasing investor participation in public capital markets ...................................14 Alternative capital markets platforms .........................................................................15 Delivering a 10-year vision for capital markets ..........................................................16 OIO treatment for listed companies .............................................................................17 Trends in capital raisings ..................................................................................................18 Time for an ASXit? ............................................................................................................20 Chapman Tripp’s equity capital markets team ...........................................................21 Large Law Firm of the Year New Zealand Law Awards 2019 Capital Markets Deal of the Year New Zealand Law Awards 2019 New Zealand Deal of the Year New Zealand Law Awards 2019 New Zealand Deal Firm of the Year Australasian Law Awards 2019 Innovation and change abounds New Zealand’s equity capital markets revival a work in progress New Zealand’s equity capital Investor participation only markets are showing signs of continues to increase, with new Market performance revival following significant products such as Sharesies “remains strong and changes in 2018 and 2019. These providing avenues for younger somewhat insulated included the consolidation of investors to tap into the market. NZX’s boards, changes to fees from overseas volatility, and rules around on-market New Zealand issuers’ attempts although sensitivity trading, the new NZX Listing to engage with their investor Rules and the formation of – universe are also improving – in to global events, and recommendations from line with more mature markets. such as the emerging – the industry-led body, Capital There are many benefits of this, Markets 2029. from protecting issuers against Coronavirus, remains.” hostile takeovers, to reducing Despite moderate projections combative-style shareholder for markers such as initial public activism, which is on the offering (IPO) activity (from a rise offshore. very low base – zero in 2018), market performance remains A sure sign of NZX’s better bill of strong and somewhat insulated health was found in 2019’s banner from overseas volatility. 2020 listing, the Napier Port IPO, which is off to a very good start with we understand received strong New Zealand market performance Australian institutional investor continuing to rise to new heights, support in spite of opting not to although sensitivity to global dual list on the ASX. This indicates events, such as the emerging a confidence in the NZX not seen Coronavirus, remains. in previous years. 1 2019/2020 equity capital markets snapshot Reflections and predictions for New Zealand’s equity capital markets 2020 Predictions 2019 Reflections IPO activity • More IPO activity; though still • There were two equity IPOs and subdued due to the low interest rate nine fund IPOs (including eight environment and a strong focus on Smartshares funds listed). yield rather than growth. • The Napier Port IPO was undoubtedly • Companies with long-term the highlight of 2019 listings, with shareholders seeking to access the a number of successful features NZX as an exit opportunity the most including a priority pool for local likely IPO candidates. residents and ratepayers. Market performance • The S&P/NZX 50 will maintain its • New Zealand’s stock exchange yet and composition relatively strong performance, again outperformed major global avoiding much of the impact of global indices. The benchmark S&P/NZX 50 market volatility. Gross index rose 30.4% over the year. • A trend masked by the board • The long-awaited board consolidation consolidation – the decline of the on 1 July 2019 saw the junior NZX number of issuers on the Main Board equities boards – the NZAX and the – will continue in 2020. NXT – consolidated into the NZX Main Board. From public to private • Take-private transactions will • NZX was once again a happy hunting continue as many NZX listed ground for takeovers. Five NZX Main issuers are trading below NTA per Board issuers were taken private. security. The year begins with two significant take-private transactions in the pipeline – Metlifecare and Augusta Capital. Shareholder activism • More companies will engage in • New Zealand issuers’ appreciation and stakeholder defensive play – including improving of the importance of investor engagement investor relations – as a result of relations grew, with many improving increased take-private transactions. their efforts through dedicated This will bring New Zealand into line investor days and other public with more mature markets. relations activities. • New Zealand Oil & Gas provided a very public example of both the power of shareholder activism and the importance of takeover response strategies. New Zealand Equity Capital Markets TRENDS AND INSIGHTS 2 January 2020 2020 Predictions 2019 Reflections Investor participation • Alternative capital markets • New services such as Sharesies help platforms and innovative services to drive an increase in the number, but for smaller investors to participate a reduction in the size, of NZX trades in public capital markets will on market. continue to rise in popularity, with Link’s ShareMeUp service recently launched and MyCap’s trading platform planned. Capital Markets 2029 • Adoption by industry and NZX of • Analysis conducted by the Capital many of the recommendations Markets 2029 taskforce led to a list made by the Capital Markets of recommendations in various fields, 2029 initiative. from tax to education to overseas investment law. Trends in capital • “Supersized” share purchase plans • A placement accompanied by a raisings (SPPs) following a placement will “supersized” SPP, where the maximum continue to be popular, but we participation is higher than the $15,000 will also see Accelerated Rights per shareholder limit provided for Entitlement Offers (AREOs) and under the Listing Rules emerged as a rights issues continue. The death of new offer structure used by Precinct the AREO predicted in Australia will Properties and Kiwi Property Group, not play out here yet. amongst others. Visit our website to see members of Chapman Tripp’s ECM team discuss their reflections and predictions in our latest video. 3 2020 IPO activity to build on Napier Port success A successful listing paves the way for a stronger year ahead NZX Main Board IPOs and other listings 25 20 15 10 5 0 2015 2016 2017 2018 2019 Notes to understanding this graph: • Migrations from NZAX/NXT • Compliance listings • IPOs Migrations from NZAX/NXT only include Compliance listings or “direct” listings An IPO is where an issuer undertakes issuers which have transitioned from being include issuers that have become listed a regulated offer of equity securities listed on the NZAX or NXT to the NZX on the NZX Main Board without raising under a product disclosure statement and Main Board. new capital. These listings do not include becomes listed on the NZX Main Board at so called “backdoor” or “reverse” listings, the same time. • ETFs and other managed funds where a new business is effectively listed ETFs and other managed funds primarily using a shell company that is already on the includes NZX’s Smartshares funds, as well NZX Main Board. as other managed funds that have listed on the NZX Main Board. New Zealand Equity Capital Markets TRENDS AND INSIGHTS 4 January 2020 Lauded as a win-win for local government and investors, the Napier Port IPO was undoubtedly the highlight for New Zealand’s equity capital markets in 2019. After a series of public Bucking the trend of most recent In New Zealand, the legislative consultations the Hawke’s Bay IPOs, the Port did not pursue framework for medical cannabis Regional Council decided to an ASX dual listing. Despite its was not yet finalised when partially privatise the Napier NZX only listing, we understand Cannasouth listed (it has been Port in order to fund the cost of there was still strong Australian recently), causing some market a significant wharf extension. institutional demand for the offer commentators to question its The Council raised $234m by – putting paid to the notion that an pricing and timing for listing. effectively selling 45% of the Port ASX listing is necessary to attract and retaining a 55% shareholding Australian institutional investor Booster also listed its private land through the Hawke’s Bay Regional support in a successful IPO. The and property fund in 2019. This Investment Company. $110m of Port has also had strong after- was the first fund listing since