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SHAREHOLDER AND NOTE HOLDER INFORMATION
* Refer to UBS substantial security holder information below.
The analysis as set out above has been compiled based upon information provided by Thomson Financial Pty Limited. Total shares on issue as at 17 August 2006 were 429,287,177. Additional shares have been issued subsequent to 17 August 2006 pursuant to SKYCITYs Profit Distribution Plan, Executive Share Option Plan and Performance Pay Incentive Plan.
As at 17 August 2006 there were 545 holdings of less than 114 shares, being the minimum marketable parcel of shares under ASX Listing Rules. The ASX Listing Rules define the minimum parcel as having a value of less than $A500.
SUBSTANTIAL SECURITY HOLDERS
In accordance with section 26(1) of the Securities Markets Act 1988, the following persons had given notice as at 17 August 2006 that they were substantial security holders in the company and held a relevant interest in the number of ordinary shares shown below.
The UBS substantial security holder notice relates to shares held by UBS Global Asset Management Group, UBS AG Custodian Group, UBS Wealth Management Group and UBS Private Client/Private Banking Group.
On 15 February 2006 Commonwealth Bank of Australia Group gave notice that it was no longer a substantial security holder in the company.
Capital Notes
In May 2000, SKYCITY Entertainment Group Limited issued 150 million unsecured subordinated capital notes for a five-year term at an issue price of $1.00. In May 2005 the capital notes were reissued for a new term of five years. The capital notes offer holders a fixed interest rate of 8.0% until the next election/maturity date, being 15 May 2010. For further information refer note 22 of the financial statements.
As at 17 August 2006 SKYCITY was the holder of 26,140,250 capital notes, as treasury stock. The capital notes held by SKYCITY are not included in the table below.
SKYCITY ACES
In October 2005, SKYCITY Investments Australia Limited issued in Australia 1.5 million unsecured subordinated perpetual reset exchangeable securities (SKYCITY ACES) at an issue price of A$100 per note. SKYCITY ACES offer holders a fully franked variable coupon until the first reset date of 15 December 2010. For further information refer note 23 of the financial statements.
WAIVERS FROM THE NE W ZEALAND EXCHAN GE (NZX) LISTIN G RULES
The following waivers from the NZX Listing Rules were either granted and published by NZX within, or relied upon by the company in, the 12 month period preceding the date two months before the date of this annual report.
On 5 September 2002, NZX granted waivers from compliance with Listing Rule (LR) 7.3.6 in respect of the participation by Ms H R Shotter in the companys Performance Pay Incentive Plan (PPI) and the Executive Share Option Plan (2002).
On 24 June 2005, NZX granted waivers from LRs 8.1.3, 8.1.4, 8.1.5, 8.1.8 and 8.1.9 in respect of the companys Executive Share Rights Plan 2005. On 24 June 2005, NZX granted a waiver from compliance with LR 7.3.6 in respect of the participation by Ms Shotter in the Executive Share Rights Plan 2005.
On 16 March 2006, NZX granted waivers from compliance with LR 7.3.6 in respect of the participation by Ms Shotter in the companys (renewed) Performance Pay Incentive Plan 2005.
On 22 March 2006 NZX granted an approval under LR 7.3.7A to make certain amendments to the Non-Executive Director, Managing Director and Executive Share Option Plans and the Managing Director 2002 Option Terms to reflect the companys adoption of a profit distribution plan whereby profit is distributed by way of bonus shares rather than by way
of dividends to shareholders.
All other waivers granted prior to the 12 month period preceding the date two months before the date of this annual report had ceased to have effect or were not relied upon during the period.
Full details of the waivers referred to above can be obtained from the Investor Centre/NZX ASX Announcements subsection of the companys website at www.skycitygroup.co.nz
EXERCISE OF PO WERS UNDER LR 5.4.2
On 14 October 2005 NZX delivered a Statement of Case to the company alleging that on 6 October 2005 the company breached LR 10.1.1 when a director of the company disclosed information to the public prior to disclosing the information to NZX. The information in question related to the companys participation in a sale process for the Australian company
Taverner Hotel Group Pty Limited. The Statement of Case was referred to NZX Discipline. NZX Discipline determined that the company had not breached LR 10.1.1.
OPTION AND SHARE RI GHTS HOLDERS
As at 1 September 2006, options and share rights on issue were as detailed below.
" 57,892 options issued under the Non-Executive Director Share Option Plan approved by shareholders at the annual meeting of the company held on 26 October 2000, held by three holders. These options have no voting rights and entitle the holders to two shares on exercise of each option.
" 2,338,530 options issued under the Managing Director Share Option Plan approved by shareholders at the annual meeting of the company on 30 October 2002, held by one holder. These options have no voting rights but entitle the holder to two shares on exercise of each option.
" 2,790,500 options issued under the Executive Share Option Plan approved by directors of the company in August 2002, held by 18 holders. The options have no voting rights but 964,000 of the options entitle the holders to two shares on exercise of each option and the balance of 1,826,500 entitle the holders to one share on exercise of each option.
" 1,519,000 share rights issued under the Executive Share Rights Plan approved by directors of the company in December 2004, held by 21 holders. The share rights have no voting rights but each share right entitles the holder to a number of shares on exercise calculated according to a formula set out in the Plan, based on the difference between the market price for the companys shares on the NZSX and the exercise value for the share right (calculated in accordance with the Plan).
LIMITATIONS ON ACQUISITION OF ORDINARY SHARES
The companys constitution contains various provisions which are included to take into account the application of:
" the Gambling Act 2003 (New Zealand)
" the Casino Act 1997 (South Australia)
" the Gaming Control Act (Northern Territory)
" the legislation providing for the establishment, operation and regulation of casinos in any other jurisdiction in which
SKYCITY or any of its subsidiaries may hold a casino licence to SKYCITY Entertainment Group Limited and any of its subsidiaries.
SKYCITY needs to ensure when it participates in gaming activities that:
" it has the power under its constitution to take such action as may be necessary to ensure that its suitability to do so in a particular jurisdiction is not affected by the identity or actions (including share dealings) of a shareholder; and
" there are appropriate protections to ensure that persons do not gain positions of significant influence or control over SKYCITY or its business activities without obtaining any necessary statutory or regulatory approvals in those jurisdictions.
Accordingly, the constitution contains the following provisions restricting the acquisition of shares in the company to achieve this.
TRANSFER OF SHARES
Clause 12.11 of the constitution provides that if a transfer of shares results in the transferee, and the persons associated with that transferee:
" holding more than 5% of the shares in SKYCITY; or
" increasing their combined holding further beyond 5% if:
they already hold more than 5% of the shares in SKYCITY; and
the transferee has not been approved by the relevant regulatory authority as an associated casino person of any casino licence holder; then the votes attaching to all shares held by the
transferee and the persons associated with that transferee are suspended unless and until either:
" each regulatory authority advises that approval is not needed; or
" any regulatory authority which determines that its approval is required approves the transferee, together with the persons associated with that transferee, as an associated casino person of any applicable casino licence holder; or
" the board of the company is satisfied that registration of the proposed transfer will not prejudice any casino licence; or
" the transferee, and the persons associated with that transferee, disposes of such number of SKYCITYs shares as will result in their combined holding falling below 5% or, if the regulatory authorities approve in respect of the transferee, and the persons associated with that transferee, a higher percentage, the lowest such percentage approved by the regulatory authorities.
If a regulatory authority does not grant its approval to the proposed transfer, SKYCITY may sell such number of the shares held by the transferee and by any person associated with that transferee, as may be necessary to reduce their combined shareholding to a level that will not result in the transferee and the persons associated with that transferee, being an associated casino person of that casino licence holder.
The power of sale can only be exercised if SKYCITY has given one months notice to the transferee of its intention to exercise that power and the transferee has not, during that one month period, transferred the requisite number of shares in SKYCITY to a person who is not associated with the transferee.
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