Updated DRP booklet
more shares?
dividend reinvestment plan
The dividend reinvestment plan
(the Plan) provides eligible
Shareholders an opportunity to
increase their investment in the
Company by reinvesting Dividends
paid into additional Shares.
This booklet explains how the
Plan works.
If you wish to participate in the Plan, or if
you already participate and wish to vary
your participation, you will need to complete
the Election Notice accompanying this
booklet and return it to the Registrar.
Kiwi Property's
dividend...
your opportunity
to acquire more
Kiwi Property shares
This document is important. If you are uncertain about whether
this investment is appropriate for you, you should seek the advice
of an appropriately qualified financial adviser. This document is
not investment advice and does not take into account your
investment objectives, financial situation or particular needs.
contents
PG 01 highlights
PG 02 key features
PG 06 plan terms
PG 16 directory
PG 17 instructions for election notice
PG 18 dividend reinvestment plan
election notice
1
reinvest
the Plan provides an opportunity
for eligible Shareholders to reinvest
Dividends paid by the Company
optional
participation is optional and is open to eligible
New Zealand and Australian Shareholders
no cost
participation is easy, with no brokerage,
commissions or transaction costs payable
choose your
participation
your participation may be full or partial
change at
any time
you may vary or terminate your
participation in the Plan at any time
fully paid
all Shares issued under
the Plan will be fully paid
quoted
shares issued under the Plan will be quoted
on the NZX Main Board and may be sold or
transferred at any time following allotment
highlights
kiwi property
dividend reinvestment plan
2
kiwi property
dividend reinvestment plan
2
key features
The information provided in this section
is a summary of the Plan only and should
be read in conjunction with the Plan Terms
which commence on page 6. In the event
of a conflict between this summary and
the Plan Terms, the Plan Terms will prevail.
about the plan
The Plan provides an opportunity for eligible Shareholders
to increase their investment in the Company by reinvesting
Dividends paid into additional Shares in the Company.
It provides eligible Shareholders with the benefit of
being able to acquire additional Shares without paying
brokerage, commissions or other transaction costs.
In addition, Shares issued under the Plan may be
issued at a discount to the trading price of the Shares
on the NZX Main Board.
For the latest dividend information, and to see if a
discount currently applies, refer to the Company’s
website kp.co.nz/investor-centre.
eligibility
The Plan is open to all Shareholders who have a
registered address in New Zealand or Australia. To avoid
the possibility of breaching securities laws in other
jurisdictions, the Plan is not open to other Shareholders.
how to participate
Participation in the Plan is optional.
If you do not wish to participate, no action is required from
you. You will continue to receive your Dividends in cash in
the usual way.
If you wish to participate in the Plan, you should refer to
the Plan Terms and complete and return the Election Notice
or update your preferences online at
investorcentre.linkmarketservices.co.nz.
If you have more than one separate shareholding, you will
need to lodge an Election Notice for each shareholding.
33
options for participation
If you wish to participate in the Plan, you may choose
one of the following options for participation:
• full participation: This means that all of your Shares
(held both now and in the future) will participate,
including additional Shares purchased and Shares
issued under the Plan. Dividends that are payable to
you in respect of these shares will be reinvested; or
• partial participation: This means that either a number
or proportion of your Shares may participate:
–if a number of Shares are elected to participate,
only Dividends on that number of Shares will
be reinvested; or
–if a proportion of Shares is elected to participate,
that proportion of the total number of Shares held
by you will participate.
If partial participation is elected, those Shares that are
not participating will receive Dividends in cash in the
usual way.
If you no longer wish to participate in the Plan, you may
terminate your participation at any time by completing
and lodging an Election Notice.
timing of participation
Following receipt of an Election Notice, participation in
the Plan will commence from the next date on which
the Share register closes to determine entitlement to a
Dividend. Participation in the Plan will then remain
effective for all Dividends to which the Plan applies until:
• you terminate or alter your participation by
lodgement of an Election Notice recording the
change; or
• you cease to hold the Shares you have elected
to participate in the Plan; or
• the Plan is suspended or terminated by the Board
in its discretion.
kiwi property
dividend reinvestment plan
4
your entitlement
Your entitlement to new Shares under the Plan will be
calculated in accordance with the following formula:
Shares participating × net Dividend payable
Price
• the net Dividend payable is less any tax to be
deducted from that Dividend.
•
the Price will be based on the daily volume weighted
average price at which Shares in the Company are sold
through the NZX Main Board during the period of 10
Business Days following and including the Ex-Date for
the relevant Dividend and may, at the discretion of the
Board, be subject to a discount to that trading price.
allocation of shares
Shares will be issued on the date that the relevant
Dividend is paid in cash and will rank equally in all
respects with all other fully paid Shares.
quotation of shares
Shares issued under the Plan will be quoted on the
NZX Main Board upon allotment. Shares can be sold
or transferred at any time following allotment.
keeping track of your participation
A holding statement will be sent to you after each
Dividend payment date.
changes the board may make to the plan
The Board may at any time and from time to time
determine that:
• participation in the Plan shall not apply (in whole
or in part) to any Dividend; or
• a discount be applied to the price of Shares issued
under the Plan for the purpose of determining
entitlements; or
• the Plan be suspended or terminated; or
• an Election Notice shall cease to have any effect; or
• the Plan be modified.
5
Announcement of any discount to be applied to the Price
of Shares for the purpose of determining entitlements
under the Plan, any suspension or termination of the Plan,
or any determination that the Plan shall not apply
(in whole or in part) to a Dividend will be made via NZX.
A determination that an Election Notice shall cease to be
of any effect will be notified to the Shareholder concerned.
If the Plan is modified, written notice will be given to
all Shareholders.
tax
For New Zealand income tax purposes, Dividends
reinvested under the Plan are treated as Dividends
received in the same manner as cash Dividends.
The Company takes no responsibility for the tax liability
of a Participant or the tax consequences of any election
made by any Shareholder. Specific tax advice should be
sought by Shareholders. The Company accepts no
responsibility for the accuracy or correctness of any
information as to tax liability.
NZX Limited
The Shares to be issued under the Plan have been
accepted for listing by NZX and will be quoted upon
completion of allotment procedures. However,
NZX accepts no responsibility for any statement in
this document.
company performance
Copies of the Company’s most recent annual report
and financial statements may be obtained free of
charge upon request from the Company, or can be
found on the Company's website at kp.co.nz.
further information
• If you have any enquiries or require further information
about the Plan please contact the Company.
• If you have an enquiry about your shareholding
please contact the Registrar.
Contact details for the Company and Registrar are
contained in the Directory on page 16.
kiwi property
dividend reinvestment plan
6
kiwi property
dividend reinvestment plan
6
plan terms
key features
These Plan Terms are dated 22 December 2014 (as
amended on 8 September 2017), and are for the
Kiwi Property Group Limited (the Company) Dividend
Reinvestment Plan (the Plan).
terms and conditions
1. the plan
1.1
The Plan is a means by which eligible Shareholders
may elect to apply all or a specified part of any
Dividends payable to them towards subscribing
for new fully paid Shares in the Company.
2. participation in the plan
2.1 Participation in the Plan is optional and subject
to these Plan Terms.
2.2 Participation in the Plan is open to all Shareholders
who have a registered address in New Zealand
or Australia.
2.3 The Board, in its absolute discretion, has elected
not to offer participation under the Plan to
Shareholders whose registered address is
outside New Zealand or Australia as the Board
considers that to do so would risk breaching
the laws of places outside New Zealand or
Australia and it would be unreasonable having
regard to the associated costs of ensuring
that the laws of those places are complied
with. The Board may, in its absolute discretion,
elect to amend this policy at any time.
2.4
Any person residing outside New Zealand or
Australia who holds Shares through a New Zealand
or Australian resident nominee should not
allow their nominee to participate in the Plan if
participation in respect of their Shares would be
contrary to the laws of their country of residence.
2.5 Any person residing outside New Zealand or
Australia who holds Shares through a New Zealand
or Australian resident nominee will be deemed to
represent and warrant to the Company that they
can lawfully participate through their nominee.
77
2.6 Additional Shares to be issued to a Shareholder
under the Plan will be issued on the terms set out
in these Plan Terms and subject to the same rights
as Shares acquired by all other Shareholders who
participate in the Plan.
2.7 Shares that do not qualify for a Dividend under
their terms of issue, or by virtue of any of the terms
of the Constitution, cannot participate in the Plan.
2.8 Any Shares over which the Company has a lien
or charge in accordance with the Constitution
or otherwise, for a sum that is presently payable
cannot participate in the Plan while the sum
remains unpaid.
2.9 Normal cash Dividend payments will be made
in respect of Shares not participating in the Plan.
2.10 Subject to these Plan Terms, and to the
Constitution, participation may be varied or
terminated by a Shareholder at any time.
3. election to participate
3.1 Election to participate in the Plan may be made
at any time by eligible Shareholders but must be
made on the Election Notice which is enclosed
with these Plan Terms.
3.2 Following receipt by the Registrar of the correctly
completed Election Notice, participation in the
Plan will commence from the next date on which
the Share register closes to determine entitlement
to a Dividend.
4. election notice
4.1
The Election Notice remains effective for all
Dividends to which the Plan applies and which
are made after it has been received by the
Registrar. However, if the Election Notice is received
when the Share register is closed, the Election
Notice will not take effect until and from the date
upon which the Share register is re-opened.
kiwi property
dividend reinvestment plan
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kiwi property
dividend reinvestment plan
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5. level of participation
5.1
Participation in the Plan may be either full or partial.
Full participation applies to all of the Participant’s
holding of fully paid Shares from time to time,
including Shares issued under the Plan, additional
fully paid Shares purchased or issued, including any
fully paid Shares issued pursuant to a subsequent
rights issue, less all Shares sold from time to time.
5.2 In choosing this option, the Participant elects
(subject to the Participant’s right to vary or
terminate the election) to include in the Plan
all fully paid Shares held now or in the future.
5.3 Partial participation applies either to:
(a) the number of fully paid Shares nominated by
the Participant in the Election Notice; or
(b)
if the Participant wishes to nominate in the
Election Notice a proportion of the Participant’s
shareholding which is to participate in the
Plan, then partial participation applies to such
proportion of the fully paid Shares held by the
Participant at the date of the Election Notice
and from time to time thereafter (including
all new Shares subsequently issued, additional
fully paid Shares purchased or issued, including
any fully paid Shares issued pursuant to a
subsequent rights issue, less all Shares sold
from time to time).
5.4 If an Election Notice does not indicate the
degree of participation it will be deemed to be
an application for full participation provided it is
otherwise correctly completed and signed.
5.5 An Election Notice will not attach to the Shares
in respect of which it has been given but will be
personal to the Shareholder giving it. This means
that participating Shares will cease to participate
upon transfer and a transferee of those Shares will
need to make a fresh election in respect of those
Shares if the transferee wishes those Shares to
participate in the Plan.
99
5.6 If a Participant in the Plan is an individual and that
Participant dies, participation by the Participant
will be terminated upon receipt by the Registrar
of notice of the Participant’s death in a form
acceptable to the Company. Receipt by the
Registrar of notice of the death of one of two or
more joint Shareholders will not automatically
terminate participation in the Plan.
6. statements to participants
6.1 The Registrar will send to each Participant, as
soon as practicable after each Dividend payment
date, a statement detailing such information as
the Company determines from time to time.
7. dividend reinvestment entitlement
7.1 The number of new fully paid Shares to be issued
to a Participant will be calculated in accordance
with the following formula:
S × D
Price
Where:
S =
the number of Shares held by the
Participant which are participating in
the Plan.
D = the net amount of the Dividend (expressed
in cents and fractions of cents) per
Share (including any Supplementary
Dividend but after deduction of any
New Zealand taxes and excluding
the amount of any imputation credits
attached to that Dividend) which is
payable on the participating Shares
held by the Participant.
Price = the Average Share Price less a discount
(if any) determined by the Board.
7.2 The Price shall be advised to NZX immediately
following its determination by the Company.
kiwi property
dividend reinvestment plan
10
7. 3 Where the number of new Shares calculated in
accordance with the formula set out in paragraph
7.1 includes a fraction, then the number of new
Shares to be issued will be the nearest whole
number except that if the fraction is one half, the
number will be rounded down to the next whole
number, and any residual balance of Dividend
entitlement arising from such rounding will be
forgone by the Participant.
7.4 At the time the Price of new Shares is set, the
Company will ensure that it has no information
that is not publicly available and that would, or
would be likely to, have a material adverse effect
on the realisable price of the Shares if the
information were publicly available.
8. issue of shares under the plan
8.1 Shares will be issued on the same date as the
relevant Dividend is paid in cash, will all be subject
to the same rights as each other and will rank
equally in all respects with each other and all
other fully paid Shares in the Company.
9. no costs to participants
9.1 No brokerage, commissions or other transaction
costs will be payable by Participants under
the Plan.
10. variation or termination of participation
10.1 A Participant may at any time, by completing and
sending to the Registrar an Election Notice which
is attached to these Plan Terms:
(a) increase or decrease the number of Shares
which the Participant has nominated to
participate in the Plan or alter the proportion
of the Participant’s shareholding which
the Participant has nominated to participate
in the Plan; or
(b) terminate participation in the Plan.
11
10.2 Any such variation or termination will take effect
from the next date on which the Share register
closes to determine entitlement to a Dividend.
However, if the Election Notice is received when
the Share register is closed, the Election Notice
will not take effect until and from the date upon
which the Share register is re-opened.
11. reduction or termination of participation
where no notice is given
11.1
Where a Participant who has elected full participation
disposes of part of their shareholding without giving
the Registrar notice of termination of participation,
the Participant will be deemed to have terminated
their participation in the Plan with respect to those
Shares disposed of on the date the transfer of the
Participant’s relevant holding is registered.
11.2 Where a Participant who has elected partial
participation (by nominating a specific number of
Shares to participate in the Plan) disposes of part
of their shareholding without giving the Registrar
notice of intention to vary or terminate their partial
participation in the Plan, the Shares disposed of will
be deemed to be Shares not participating in the
Plan. If the number of Shares disposed of is more
than the number of non-participating Shares held
by the Participant, the disposal will be deemed to
include all such non-participating Shares and the
balance shall be attributed to participating Shares.
11.3 Where a Participant who has elected partial
participation (by nominating a proportion of their
shareholding which is to participate in the Plan)
disposes of part of their shareholding without
giving the Registrar notice of intention to vary or
terminate their partial participation in the Plan,
the number of participating Shares held by that
Participant will be reduced proportionately.
11.4
If a Participant disposes of all of their Shares, the
Participant will be deemed to have terminated their
participation in the Plan on the date the transfer of
the Participant’s shareholding is registered.
kiwi property
dividend reinvestment plan
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12. board’s discretion
12.1 The Board may at any time and from time to time
in its sole discretion determine that:
(a) participation in the Plan shall not apply to
the whole or a part of any Dividend and that
Participants may not apply any Dividend or the
balance of any Dividend (as the case may be)
towards subscribing for fully paid Shares; or
(b) the Plan be suspended or terminated; or
(c) an Election Notice shall cease to be of
any effect; or
(d) a discount be applied to the Average Share
Price in accordance with paragraph 7.1; or
(e)
the Plan be modified. No modification may
be made without the approval of NZX, where
necessary. Written notice of any modification
shall be given to all Shareholders. Modifications
may not be made during the period of seven
days prior to the date on which the Share
register is closed for the purposes of
determining entitlement to a Dividend.
12.2 Notice of determinations made under paragraph
12.1(a), 12.1(b), or 12.1(d) shall be given to NZX.
Notice of any determination under paragraph
12.1(c) shall be given to the Shareholder who
gave the Election Notice in question.
12.3 If the Plan is modified, then an Election Notice
shall be deemed to be an Election Notice under
the Plan as modified unless such Election
Notice is subsequently changed or withdrawn
by the Shareholder. If the Plan is suspended
or terminated then elections made under the
Plan will cease to have effect and the Shares
will revert to their previous character in relation
to Dividends (in the case of a suspension, until
the Board lifts the suspension).
1313
13. notices
13.1 An Election Notice under the Plan will be effective
upon receipt by the Registrar subject to:
(a) these Plan Terms; and
(b) receipt of the notice before the date on which
the Share register closes to determine entitlement
to a Dividend.
14. annual report and financial statements
14.1 Copies of the Company’s most recent annual
report and financial statements complying with
the Financial Markets Conduct Act 2013 or the
Companies Act 1993 (as applicable) are available
online at: kp.co.nz/investor-centre. A hard copy
is also available free of charge upon request from
the Company, which can be contacted as set out
in the Directory on page 16.
15. governing law
15.1 The Plan shall be governed by and construed
in accordance with the laws of New Zealand.
kiwi property
dividend reinvestment plan
14
16. definitions
16.1 In this document, unless the context
otherwise requires, the following terms have
the following meanings:
Average Share Price – The average of the volume
weighted average price at which Shares were
sold through the NZX Main Board (excluding, at the
discretion of the Board, sales which the Board
determines are unusual, unrealistic or outside the
course of normal market trading) on each of the
10 Business Days following and including the
Ex-Date for the relevant Dividend. For clarity,
that volume weighted average price shall be
determined for each of the Business Days
separately, and the averages determined for
each of those days shall then be averaged.
Board – The board of directors of the Company.
Business Day – A day on which the NZX Main
Board is open for trading.
Company – Kiwi Property Group Limited
(trading as Kiwi Property).
Constitution – The constitution of the Company.
Dividend – An amount paid by the Company
to Shareholders as defined in the Companies
Act 1993.
Election Notice – The Plan Election Notice
accompanying these Plan Terms.
Ex-Date – Has the meaning set out in the
NZX Main Board Listing Rules.
NZX – NZX Limited.
NZX Main Board – The main board equity
securities market operated by NZX.
Participant – An eligible Shareholder who
completes (and has not withdrawn) an
Election Notice.
1515
Plan – The Kiwi Property Group Limited Dividend
Reinvestment Plan established by the Company as
set out in this document, as amended from time to
time.
Plan Terms – The terms which govern the
operation of the Plan.
Price – The price determined in accordance
with clause 7.1.
Registrar – The registrar of the Company,
Link Market Services Limited.
Share – An ordinary share in the Company.
Shareholder – A person registered as the holder
of a Share on the Company’s Share register.
Supplementary Dividend – A dividend paid
in accordance with subpart LP and section
YA 1 of the Income Tax Act 2007.
kiwi property
dividend reinvestment plan
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kiwi property
dividend reinvestment plan
16
directory
COMPANY
Kiwi Property Group Limited
Level 14, DLA Piper Tower
205 Queen Street
PO Box 2071
Shortland Street
AUCKLAND 1140
NEW ZEALAND
T: 64 9 359 4000
W: kp.co.nz
E: info@kp.co.nz
REGISTRAR
Link Market Services Limited
Level 11, Deloitte Centre,
80 Queen Street
PO Box 91976,
AUCKLAND 1142
NEW ZEALAND
T: 64 9 375 5998 or 0800 377 388
W: linkmarketservices.co.nz
E: enquiries@linkmarketservices.co.nz
instructions for
election notice
lodgement instructions
To ensure your participation in the Plan, or the change
in your participation in the Plan is effective, please
return this Election Notice as soon as possible.
To be effective in respect of any Dividend, the Election
Notice must be received by the Registrar on or before
the date on which the Share register closes to
determine entitlement to the Dividend. Subject
to the Plan Terms, the Election Notice instruction
automatically applies to all subsequent Dividends.
how to sign this notice
• Individual Shareholders: Sign personally or
by attorney.
• Joint Shareholders: All joint Shareholders must
sign personally or by attorney.
• Trusts: Trustees must all sign personally
or by attorney.
• Companies: Two or more directors of the
company must sign, or if there is only one director,
that director must sign and his or her signature
must be witnessed.
• Power of attorney: If signed by attorney, the
Power of Attorney must accompany this Election
Notice (unless already noted by the Registrar),
together with a certificate of non-revocation of
power of attorney.
17
Kiwi Property Group Limited
C/- Link Market Services Limited
Level 11, Deloitte Centre, 80 Queen Street
PO Box 91976, Auckland 1142, New Zealand
dividend reinvestment plan
election notice
Please complete once you have read the Plan Terms. Please either tick one box for Section 1 or one box for Section 2, and ensure you sign the form.
name(s)
Print name(s) as shown on your Statement of Holding.
shareholder number
From your Statement of Holding.
1. participation election
I/ We elect during the currency of the Plan to apply any
Dividend payable to me/us on the number(s) of Shares held
by me/us indicated below towards subscribing for fully paid
shares in the Company in the manner set out in the Plan Terms.
I/ We authorise you to issue such Shares to me/us and to
enter particulars of the Shares in the register of Shareholders
of the Company and I/we agree to hold such shares subject
to the Company’s Constitution.
degree of participation
I/ We nominate that the following Shares held by me/us will
participate in the Plan on the terms and conditions set out in
the Plan Terms.
full participation
All the Shares from time to time registered in my/our name(s).
O r:
partial participation — e ith e r:
(a) the following proportion (as a percentage) of the Shares
from time to time registered in my/our name(s); or
(state %)
(b)
the following number of the Shares registered in my/
our name(s).
(state number)
address
In accordance with the Plan Terms an address in either New Zealand or Australia is required.
2. change or termination election
I/ We wish to make the following change to my/our
participation in the Plan.
full participation
All the Shares from time to time registered in my/our name(s).
O r:
partial participation — e ith e r:
(a) the following proportion (as a percentage) of the Shares
from time to time registered in my/our name(s); or
(state %)
(b) t
he following number of the Shares registered
in my/our name(s).
(state number)
O r;
termination
terminate my/our participation in the Plan.
3. signature(s) of Shareholder(s)
Sign
Date
Personal information provided by you in completing the Election Notice will be
held by the Company. The information will be used by the Company for
administration purposes relating to your holding of Shares. You have a right of
access to, and correction of, the personal information held about you.
kp.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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