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Further Decisions

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Further Decisions The Treasury Air New Zealand Sell Down Release Document 19 December 2013 www.treasury.govt.nz/publications/informationreleases/airnewzealand/selldown Key to sections of the Official Information Act 1982 under which information has been withheld. Certain information in this document has been withheld under one or more of the following sections of the Official Information Act, as applicable: [1] 9(2)(a) - to protect the privacy of natural persons, including deceased people [2] 9(2)(b)(ii) - to protect the commercial position of the person who supplied the information or who is the subject of the information [3] 9(2)(f)(iv) - to maintain the current constitutional conventions protecting the confidentiality of advice tendered by ministers and officials [4] 9(2)(g)(i) - to maintain the effective conduct of public affairs through the free and frank expression of opinions [5] 9(2)(h) – maintain legal professional privilege [6] 9(2)(i) - to enable the Crown to carry out commercial activities without disadvantage or prejudice [7] Information is outside the scope of the release or not relevant Where information has been withheld, a numbered reference to the applicable section of the Official Information Act has been made, as listed above. For example, a [2] appearing where information has been withheld in a release document refers to section 9(2)(b)(ii). In preparing this Information Release, the Treasury has considered the public interest considerations in section 9(1) of the Official Information Act. THE TREASURY Kaitohuwlm Kaupopa Rawo Treasury Report: Government Share Offers - Further Decisions [Date: J1 November 2013 ·-·---- } Report No: IT2013/2754 Action Sought Action Sought Deadline Prime Minister Read this report. Friday, 8 November 2013 (Rt Hon John Key) Agree to proceed with the transaction. Minister of Finance Read this report. 8 am, Tuesday, 5 November 2013 (Hon Bill English) Sign the attached delegations. Tuesday, 5 November 2013 Agree to proceed with the Friday, 8 November 2013 transaction. - · - - I Associate Minister of Finance Read this report. Sam, Tuesday, 5 November 2013 (Hon Steven Joyce) Agree to proceed with the Friday, 8 November 2013 I transaction. Minister for State Owned Read this report. 8 am, Tuesday, 5 November 2013 Enterprises Sign the attached delegation. Tuesday, 5 November 2013 (Hon Tony Ryall) Agree to proceed with the Friday, 8 November 2013 transaction. ·-··----------··· Contact for Telephone Discussion (if required) Name Position Telephone 1st Contact Simon Gilmore Senior Analyst, 04 917 6197 ~ -1' Commercial Transactions - Group Chris White Director, Government 04 890 7256 ~ Share Offers Programme -- -· Actions for the Minister's Office Staff (if required) Return the signed r~-po_rt_t~-T~easury. ~ Return the signed delegations to Treasury. ---- 2 5 NOV 2013 ' ' Enclosure: Yes (Delegation- MOF and MSOE-Odyssey-Secretary to the Treasury-Delegation:2774972) (Delegation-Minister of Finance-Secretary to the Treasury-Project Odyssey:2774544) (CDDWG Draft Report 31-10-13:2775053) (CDDPM draft 5:2775996) (Derek Johnson - Draft Opinion to Ministers (draft 311013):2775054) " 1 November 2013 SE-1 -3-6 Treasury Report: Government Share Offers -Further Decisions Executive Summary Background On 2 September Cabinet agreed that the preferred method for the Air New Zealand sell down would be via block trade using a book build and involving retail investors. Cabinet further authorised joint Ministers, comprising the Prime Minister, the Minister of Finance, the Associate Minister of Finance (Hon Steven Joyce), and the Minister for State Owned Enterprises to determine the final timing of the transaction and to make other decisions necessary to complete the sell down [Cab Min (13) 30/08 refers]. Timing Treasury recommends that Ministers proceed with the transaction from Friday 8 November­ Tuesday 12 November 2013 with Friday 15 November- Tuesday 19 November 2013 being reserved as backup dates if final due diligence and an outstanding legal issue related to an ASX cleansing notice cannot be resolved. Treasury believes that November is a good time to proceed with the trahsaction as: • The Meridian IPO is complete and the Genesis IPO is yet to get underway. • Market conditions are positive with Air New Zealand currently trading at or just off a five year market high. • There is currently positive sentiment about Air New Zealand in the market place with 5 out of the 6 major braking houses having buy ratings on Air New Zealand. If Ministers agree with Treasury's recommendation, final logistical arrangements will be put in place to proceed with the transaction. A high level overview of how we expect the transaction to unfold is as follows (dates will move out a week if the reserve dates are used): Date What happens Tuesday 5 November Treasury discusses this report with you at the regular GSO catch up. If you are supportive of proceeding, final logistical arrangements will be put in place. Delegations signed in preparation for the transaction Wednesday 6 November - Final briefing on the outstanding due diligence issue and Thursday 7 November ASX cleansing issue with advice on whether the transaction can proceed from 8 November or not. Friday 8 November Ministers to provide sign off to proceed with the transaction. 6pm (after market close)- RFP sent to members of the JLM panel [Initial media announcement made} Saturday 9 November Procurement of JLM(s} takes place in Auckland Sunday 10 November Planning for the transaction Monday 11 November Trading halt announced (9am) and book opens (10am) Tuesday 12 November Book closes (5pm). Briefing with Ministers on outcome (6.30 pm), pricing and allocation decisions made (8pm) and press announcements (from 9pm} Wednesday 13 November Trading halt lifted - trading resumes on delayed settlement basis. T2013/2754 : Government Share Offers - Further Decisions Page 3 Offer Structure Treasury recommends that the Crown should aim to sell around 20% of Air NZ in this transaction. However, Ministers should preserve the flexibility to sell less than 20% in case insufficient New Zealand demand emerges. Final decisions on the structure of the offer will need to be held off until the appointment of the JLM(s) and detailed design of the transaction with them on Sunday. Treasury's current view is that the transaction should be marketed as an offer of 1 0% of the company with option to extend the offer to 20% based on demand. In addition to providing flexibility, this could also help stimulate demand and favourable pricing tension by signalling a potential shortage of stock. If insufficient New Zealand demand emerges at this time, it may be possible to execute a second transaction in 2014 following a similar process to the one proposed here. Ministers will be presented with these options at the allocation discussion on Tuesday night. New Zealand Ownership As approximately 27% of Air New Zealand is already listed, achieving the 85% New Zealand ownership target is not as straight forward as it has been for the IPO processes. Because Treasury is unable to seek the assistance of Air New Zealand in this process, it is not possible to get a detailed, up-to-date understanding of the existing share register and the percentage of the company that is currently foreign owned. In May 2013 Deutsche Bank in its capacity as Crown Advisor provided analysis on the then current ownership of Air New Zealand based on publicly available information. This analysis concluded that 9% of Air New Zealand was foreign owned at that point in time and that the ownership of a further 6.2% was not possible to establish. In the circumstances this is the best data available to the Crown, and on this basis Ministers have indicated that they are comfortable proceeding on the basis that a further 6% is therefore available for sale to foreigners while still complying with the government's 85% New Zealand ownership target. 6% of Air New Zealand represents 30% of the total shares being offered. Due Diligence Treasury has undertaken a targeted due diligence process in preparation for this transaction. At the date of this report, there is one outstanding issue 1 • · . _ . _ . We will report to you midway through next week on the status of this issue and whether it prevents the Crown from proceeding with the transaction. If by then this issue is still not addressed it may be necessary to delay the transaction until the reserve dates of 15- 19 November. A draft due diligence report, a draft due diligence process memorandum and a draft opinion from Derek Johnston are attached to this report for your information, which as~es there are no outstanding issues arising from the due diligence. A final version (if the ·ci: _ . 1 issue can be resolved) will be sent to you early next week ahead of any decision to proceed with the transaction on Friday. ASX Cleansing Issue Air New Zealand is listed on both the NZX and the ASX. Treasury is working through an issue under Australian Securities Law that prevents Australian institutions from selling shares on the ASX to any Australian retail investor for a period of 12 months unless the Crown (as a major shareholder) and Air New Zealand issue a cleansing notice prior to the transaction. Before issuing such a cleansing notice, the Crown would need to seek assistance from Air New Zealand. If we wish to proceed with a block trade and avoid the need to produce an offer document, such assistance is prohibited under the New Zealand Securities Act. T201312754 : Government Share Offers- Further Decisions Page4
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