Overview of Synlait Milk's proposed recapitalisation and NZ RegCo's ruling

Synlait Milk Limited (NS) (SML) is seeking approval for proposed recapitalisation actions, including a placement of new shares to Bright Dairy Holding Limited and The a2 Milk Company Limited. The NZ RegCo has issued a ruling on the application of the NZX Listing Rules in relation to these proposed actions.

NZ RegCo's discretionary ruling on the application of the Rules

Given the significance of the matter, NZ RegCo has exercised its power to issue a ruling on the application of the Rules involved in Synlait Milk's proposed recapitalisation. After considering submissions from involved parties, NZ RegCo has determined that the Bright Placement and ATM Placement are not a 'related series of transactions' and that Bright Dairy and ATM are not beneficiaries of each other's Material Transactions.

Summary of NZ RegCo's ruling and implications for Synlait Milk

NZ RegCo's ruling has clarified that the proposed recapitalisation actions by Synlait Milk, including the placements of new shares to Bright Dairy and The a2 Milk Company, do not violate the NZX Listing Rules. The ruling provides certainty for Synlait Milk's proposed actions and ensures that the market is applying the Rules as intended. This ruling is based on a highly fact-specific assessment and emphasizes the application of the Rules to regulate undue influence from Related Parties. The ruling also addresses the interpretation of terms such as 'related series of transactions,' 'beneficiary,' and 'Associated Persons' under the NZX Listing Rules.