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NZX Regulation Decision- Scott Technology Limited

12:00AM, 8 May 2009 | WAV/RULE

NZX Regulation Decision
Scott Technology Limited ("SCT")
Application for Waivers from NZSX Listing Rule 7.1.10

Background
Scott Technology Limited ("SCT") intends to undertake an offer of SCT
ordinary shares ("Shares") to certain eligible employees of SCT ("Offer").

Eligible employees who accept the Offer will be provided an interest free
loan for the total value of Shares subscribed for, which shall be repaid in
equal instalments over a period of not less than three years, during which
time the Shares shall be held on trust ("Employee Share Scheme".

The Offer of Shares under the Employee Share Scheme is being made to eligible
employees in an Investment Statement and a Prospectus pursuant to the
Securities Act 1978 and the Securities Act (Employee Share Purchase
Schemes-Listed Companies) Exemption Notice 2006 ("Offering Documents").

NZSX Listing Rule ("Rule") 7.1.10 requires that Every Offering Document,
after stating that applications may be made to the Issuer, shall state that
they may be lodged with any Primary Market Participant, the Organising
Participant or any other channel approved by NZX (in that order) in time to
enable forwarding to the appropriate place prior to the application closing
date.

Application

As the Offer will only be made to employees of SCT, SCT has approached NZX
Regulation ("NZXR")  for a waiver from Rule 7.1.10 in so far as it requires
the Offering Documents to state that applications may be "lodged with any
Primary Market Participant, the Organising Participant or any other channel
approved by NZX in time to enable forwarding to the appropriate place prior
to the application closing date".

In support of its application, SCT submits that:
The Shares proposed to be offered pursuant with the Employee Share Scheme are
only offered to eligible employees of the SCT group of companies and are not
intended to be offered to the general investing public. Consequently, it is
the intention of SCT to simplify the process of subscribing for Shares by
allowing eligible employees to simply return subscription applications
directly to SCT.

The inclusion of the statement required by Rule 7.1.10 in the Offering
Documents may cause confusion among eligible employees as to where the
applications should be lodged and may possibly result in some eligible
employees, who wish to participate, failing to lodge their applications
appropriately by the closing date.

Rules

Rule 7.1.10 provides:
7.1.10 Every Offering Document, after stating that applications may be made
to the Issuer, shall state  that they may be lodged with any Primary Market
Participant, the Organising Participant or any other    channel approved by
NZX (in that order) in time to enable forwarding to the appropriate place
prior  to the application closing date.

Decision

On the basis that the information provided to NZXR is full and accurate in
all material aspects, NZXR grants SCT a waiver from Rule 7.1.10 in so far as
it requires the Offering Documents to state that applications may be "lodged
with any Primary Market Participant, the Organising Participant or any other
channel approved by NZX in time to enable forwarding to the appropriate place
prior  to the application closing date".

Reasons

In coming to the decision to grant the waiver in respect of Rule 7.1.10, NZXR
has considered that:
The ability for notification of the ability to lodge applications with
Primary Market Participants, Organising Participants and other equivalent
channels in respect of the Offer, is not necessary as the Offer is only being
made to eligible employees who will more readily be able to lodge
applications with the Issuer than members of the public would be able to in
respect of a general offer of securities.

As employees of SCT, any individual who is in doubt as to how to deal with
the document  will be able to seek advice from SCT. Additionally, the
requirement of the Securities Act 1978 that the Investment Statement include
a statement that an individual seek investment advice before committing
oneself will ensure that individuals who are in doubt as to the document will
be aware that there are avenues available for further independent advice as
to the investment decision.

There is precedent for this decision in NZXR decisions provided in respect of
GFN dated 11 August 2006 and TTP dated 29 November 2005.

Confidentiality

SCT has requested that this application and the decision resulting from it be
kept confidential pending the formal notification to the market of the
Employee Share Plan. NZXR grants SCT's request in accordance with Rules 1.6.2
and 1.7.2 and the footnotes to those Rules.