QEX – Delisting Application Accepted, Subject to Conditions
Market Announcement
QEX Logistics Limited (QEX) confirms that NZX Regulation Limited (NZ RegCo) has accepted QEX’s application to delist from the NZX Main Board, subject to QEX satisfying their required conditions. These conditions are as follows:
- QEX must obtain the approval of shareholders, who are “Non-Affiliated Holders” (as defined in the NZX Listing Rules), by way of ordinary resolution to delist from the NZX Main Board. This will exclude Ronnie Xue as current majority shareholder of QEX.
- An independent report will be required as part of the QEX shareholders’ meeting materials. This report will, among other things:
• assess the sufficiency of the information provided to QEX shareholders to enable them to make to decision on the delisting proposal;
• assess the implications of QEX reverting to being a private company, as compared to remaining listed and subject to the NZX Listing Rules; and
• opine on the extent of the steps taken by QEX to appoint an auditor, independent directors, and assess options to remain as a listed company.
NZ RegCo will be required to confirm the appointment of the independent appraiser, and publication of the report will be subject to confirmation of non-objection by NZ RegCo.
- NZ RegCo will review draft announcements and any proposed communications with shareholders in relation to the proposed delisting.
- NZ RegCo will review QEX's draft Notice of Shareholders’ Meeting for the delisting, to ensure that it includes:
• details of the advantages and disadvantages of QEX remaining listed, and of QEX delisting;
• detailed information regarding QEX’s strategy as a private company;
• details of QEX’s strategy if the delisting is not approved; and
• information about the options available for QEX shareholders, including in relation to retaining or selling their shares, if the delisting is approved.
Publication of the Notice of Shareholders’ Meeting will be subject to confirmation of non-objection by NZ RegCo.
- QEX will be required to lodge an additional NZ$200,000 cash bond, to account for possible enforcement outcomes associated with NZ RegCo’s current investigations.
- QEX will be required to pay any outstanding fees owing to NZX, including the delisting fee and NZ RegCo’s costs relating to delisting application.
Further information regarding the delisting will be provided in due course.
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