Dividend Reinvestment Plan
MARKET RELEASE
Date: 14 February 2018
Dividend Reinvestment Plan
Genesis is pleased to advise that the Dividend Reinvestment Plan Offer Document and instructions for
participating in the Dividend Reinvestment Plan have today been sent to shareholders.
Attached to this announcement is a copy of the letter sent to shareholders, the Offer Document and the
participation form.
ENDS
For media enquiries, please contact:
Emma-Kate Greer
Group Manager Corporate Relations
M: 027 655 4499
For investor relations enquiries, please contact:
Wendy Jenkins
Group Manager Corporate Finance and Investor Relations
Genesis Energy
P: 09 951 9355
M: 027 471 2377
About Genesis Energy
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. It sells electricity, reticulated
natural gas and LPG through its retail brands of Genesis Energy and Energy Online. It is New Zealand’s largest
energy retailer with around 503,000 customers. The Company generates electricity from a diverse portfolio of
thermal and renewable generation assets located in different parts of the country. Genesis Energy also has a
46% interest in the Kupe Joint Venture, which owns the Kupe Oil and Gas Field offshore of Taranaki, New
Zealand. Genesis Energy had revenue of $NZ2bn during the 12 months ended 30 June 2017. More information
can be found at www.genesisenergy.co.nz
---
14 February 2018
Dear Shareholder
Dividend Reinvestment Plan
Genesis has established the Genesis Dividend Reinvestment Plan (the “Plan”), offering you the opportunity to reinvest the net
proceeds of your dividends from some or all of your existing Genesis Shares in additional, fully paid Genesis Shares.
By participating in the Plan you can increase your investment in Genesis without incurring brokerage charges. The enclosed
booklet explains how the Plan works.
Your choices
Participation in the Plan is optional and it’s flexible too. You
may elect to participate in respect of all or only some of your
shares or you may change your mind if it doesn’t suit your
investment needs in the future.
If you still wish to receive cash dividends only, you don’t need
to do anything and you will continue to receive all future
Genesis dividends as cash without reinvesting the net proceeds.
Alternatively, you can choose to receive a mix of both cash
dividends and Genesis Shares.
How to participate
If you wish to participate in the Plan you need to make a
participation election by visiting https://investorcentre.com/nz
or complete and returning the enclosed participation form
to Computershare by 5pm on 6 April 2018. If you decide not to
participate, you don’t need to do anything.
The price
The price of the Shares issued under the Plan will be based
on an average market price prior to the date of issue. Genesis’
Board may choose to offer these Shares to you at a discounted
price to this market price. If a discount is to apply, it will be
announced at the same time as details of the dividend are
announced.
The first dividend to which the Plan applies is the 8.3 cents
per share interim dividend to be paid on 20 April 2018.
The Board has determined that a 2.5% discount will apply.
If the Board changes the discount in the future, shareholders
will be given the opportunity to change their participation
election.
Genesis’ largest shareholder, the Crown, has agreed to
participate in the Plan to the extent required to maintain its
majority 51.2% shareholding.
Please read the information in the booklet carefully. You
should consult your financial adviser if you have any
questions in relation to any of the content of the booklet.
Dividend
Reinvestment Plan
Your sincerely
Rt Hon Dame Jenny Shipley
Chair
---
Genesis Energy
14 February 2018
Offer Document
Dividend Reinvestment Plan
Terms and conditions
Questions & Answers
Glossary
Directory
3
9
10
11
This is an important document. If you have any questions or are in any
doubt as to what you should do, please contact your financial adviser.
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
3
Terms and conditions
OFFER DOCUMENT
1. Introduction
The Board of Directors (the “Board”) of Genesis Energy Limited (“Genesis”) has approved the adoption of the Genesis Dividend
Reinvestment Plan (the “Plan”). Under the Plan, holders of ordinary Shares in Genesis may elect to reinvest the net proceeds of cash
dividends or distributions paid on all or any of their ordinary Shares in Genesis by acquiring further fully paid ordinary Shares in
Genesis (“Additional Shares”).
This Offer Document sets out the terms and conditions of the Plan and is issued in compliance with the exclusion for dividend reinvestment
plans contained in Schedule 1 to the Financial Markets Conduct Act 2013 and Schedule 8 to the Financial Markets Conduct Regulations 2014.
Accordingly, no product disclosure statement is required in respect of the Plan.
This Offer Document has been prepared as at 14 February 2018. Capitalised terms used in these terms and conditions have the
meanings set out in the Glossary to this Offer Document.
2. The Offer
2.1 Offer to Eligible Shareholders
Subject to clauses 2.4 to 2.6, Genesis
offers to all Shareholders the right to elect
to participate in the Plan.
2.2 Available options
Shareholders may elect to participate in
the Plan by exercising one of the following
options:
a. Full participation
If you elect full participation, participation
in the Plan will apply to all of your Shares
registered in your name from time to time.
b. Partial participation
If you elect partial participation, only the
proportion of Shares nominated by you
will participate in the Plan.
If the percentage of Shares nominated by
you does not result in a whole number of
Shares, the number of Shares which will
participate in the Plan will be rounded
(up or down, as applicable) to the nearest
whole number except that if the fraction
is one half, the number of Shares will be
rounded up to the nearest whole number.
c. Non-Participation
If you do not wish to participate in the
Plan, you are not required to do anything.
You will continue to automatically receive
in cash any dividends paid on all of your
Shares.
d. Specific Participation
Shareholders (particularly those with a
mandatory minimum holding requirement
under law) may contact Genesis
requesting to enter into an alternative
participation option. Acceptance of
such requests will be solely at Genesis’
discretion.
2.3 Information for Australian
Shareholders
The offer of securities under the Plan does
not need disclosure for the purposes of
section 708 of the Corporations Act 2001
(Cth). Accordingly, this Offer Document
will not be lodged with ASIC.
Australian resident Shareholders should
note that Genesis is not licensed to
provide financial product advice in relation
to the securities offered under the Plan.
There is no cooling-off regime that applies
in respect of your acquisition of securities
offered under the Plan. This Offer
Document does not take into account your
personal objectives, financial situation or
needs. You should consider obtaining your
own financial product advice in relation to
the proposed offer from an independent
person who is licensed by ASIC to give
such advice.
2.4 Ability to exclude overseas
Shareholders from the Plan
The Board has elected not to offer
participation under the Plan to
Shareholders whose registered address
is outside New Zealand or Australia. The
Board has adopted that policy on the basis
that to do so would risk breaching the
laws of places outside of New Zealand
and Australia and it would be unduly
onerous to ensure that the laws of those
places are complied with.
The Board may, in its absolute discretion,
elect to amend this policy.
2.5 Overseas Shareholders
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.
Any person residing outside of New
Zealand or Australia who participates
in the Plan through a New Zealand or
Australian resident nominee will be
deemed to represent and warrant to
Genesis that they can lawfully participate
in the Plan through their nominee.
Genesis accepts no responsibility for
determining whether a Shareholder is
able to participate in the Plan under laws
applicable outside of New Zealand or
Australia.
2.6 Exclusion where liens or charges
over Shares
Any Shares over which Genesis has a lien or
charge in accordance with the Constitution
or other requirements of law will not be
eligible to participate in the Plan.
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
4
3. Method of Participation
3.1 Participation Form
To participate in the Plan a Shareholder
must make a “Participation Election” in
one of the following ways:
a. Participation Form
Complete the Participation Form in
accordance with the instructions on
that form; and forward the completed
Participation Form to:
Genesis Energy Limited
C/- Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
or
Genesis Energy Limited
C/- Computershare Investor Services Pty Ltd
GPO Box 3329
Melbourne VIC 3001
Australia
or such other person or address as
Genesis may determine.
b. Online election
By visiting the website of Genesis’
Registrar, Computershare Investor
Services: www.investorcentre.com/nz.
Shareholders who subsequently decide
that they would like to participate in the
Plan can download the Participation Form
and Offer Document from the Genesis
website or request a Participation Form
and Offer Document from the Registrar
at an address set out above. If the
Participation Form does not indicate the
level of participation or indicates a level
of participation in excess of the number
of Shares then held by that Shareholder, it
will be deemed to be an application for full
participation if the Participation Form is
otherwise correctly completed and signed.
3.2 Holder number and Common
Shareholder Number (“CSN”)
A separate Participation Form must be
given by a Shareholder in respect of each
holding of Shares identified by a separate
holder number or CSN.
3.3 When participation becomes
effective
Participation will be effective as to
dividends or distributions payable from
the first Record Date after receipt by
the Registrar of a properly completed
Participation Form, unless the Board
notifies shareholders that Participation
Forms will be effective if they are received
by some later date.
Subject to the above, any notice received
after 5.00pm (New Zealand time) on
a Record Date for a dividend will be
effective only from the next following
dividend.
Participation will continue for all future
dividends to which the Plan applies
in accordance with these terms and
conditions (unless you vary your
participation in the Plan in accordance
with these terms and conditions).
4. Additional Share Entitlement
4.1 General
Subject to clause 6, the number of Additional Shares to be acquired by a Shareholder who has elected to participate in the Plan will be:
a. based on the net cash proceeds of the dividend or distribution the Shareholder would otherwise have received; and
b. calculated on the basis that the issue price of the Additional Shares will be the market price of Shares less a discount (if any), as
determined in accordance with the formula set out in clause 4.2.
4.2 Formula for calculation of Additional Shares
Subject to clause 6, the number of Additional Shares to be acquired by a Participating Shareholder will be calculated in accordance
with the following formula:
Where:
AS is the number of Additional Shares which the Participating Shareholder will receive.
S is the number of Participating Shares.
D is the net proceeds per Share from Genesis (expressed in cents and fractions of cents, including any supplementary dividends in
respect of Participating Shares payable to non-resident Shareholders but excluding any imputation credits and after deduction of
any resident and non-resident withholding (or other) taxes, if any) of cash dividends payable or credited on that Share which would
otherwise have been payable to a Shareholder in cash if the Shareholder had not elected to participate in the Plan.
Price is the volume weighted average sale price in New Zealand dollars (expressed in cents and fractions of cents) for a Share
calculated on all price setting trades of Shares which took place through the NZX Main Board over a period of five Business Days
starting on the “Ex Date”, less a discount (if any) as determined by the Board from time to time. If no sales of Shares occur during those
five Business Days, then the volume weighted average sale price will be deemed to be the sale price for a Share on the last price setting
trade of Shares which took place after such Business Days as determined by NZX.
Any volume weighted average sale price so determined may be reasonably adjusted by Genesis to allow for any bonus issue
or dividend or other distribution expectation. If, in the opinion of the Board in its sole discretion, any exceptional or unusual
circumstances have artificially affected the volume weighted average sale price so determined, Genesis may make such adjustment to
that sale price as it considers reasonable.
The determination of the price of the Additional Shares by the Board, or by some other person nominated by the Board, will be
binding on all Shareholders with Participating Shares.
The discount, if any, determined by the Board will be announced by Genesis to NZX and ASX at the same time the dividend is
announced for the relevant period.
S x D
Price
AS =
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
5
4.3 Fractional Shares
Where the number of Additional Shares to
be acquired by a Participating Shareholder
calculated in accordance with clause 4.2
includes a fraction, the number of
Additional Shares to be issued will be
rounded (up or down, as applicable) to
the nearest whole number except that if
the fraction is one half, the number of
Additional Shares to be issued will be
rounded up to the nearest whole number.
Any net proceeds per Share (being those
described as “D” in clause 4.2) which are
not applied to acquire an Additional Share
because of the operation of this clause
4.3 will be retained by Genesis for its sole
benefit and will not be refunded or paid to
4. Additional Share Entitlement continued
5. Operation of the Plan
5.1 Additional Shares
Genesis will, on the Dividend Payment Date, either issue or arrange the transfer of the Additional Shares to that Participating
Shareholder in accordance with clause 4.
5.2 Terms of issue and ranking of Additional Shares
Additional Shares acquired by Participating Shareholders under the Plan will be issued or transferred on the terms set out in the Plan,
and subject to the rights of termination, suspension and modification set out in clause 8, will not be issued on any other terms and will
all be subject to the same rights as each other.
The Additional Shares acquired by Participating Shareholders under the Plan will, from the date of issue or transfer, rank equally in all
respects with each other and with all other Shares on issue as at that date.
6. Source of Additional Shares
Additional Shares to be acquired by Participating Shareholders under the Plan may, at the Board’s discretion, be:
a. new Shares issued by Genesis;
b. existing Shares acquired by Genesis or a nominee or agent of Genesis; or
c. any combination of new Shares and existing Shares.
7. Statement to Participating Shareholders
Subject to clause 2, Genesis or its Registrar will send to each Participating Shareholder, as soon as practicable after each Dividend
Payment Date, a statement detailing in respect of that Participating Shareholder:
a. the number of Participating Shares of the Participating Shareholder as at the relevant Record Date;
b. the amount of:
i. cash dividend reinvested in respect of Shares nominated by the Participating Shareholder for participation in the Plan; and
ii. dividend paid in cash on the Shares not nominated for participation in the Plan (if applicable);
c. the amount of any tax deduction or withholding made;
d. the number of Additional Shares acquired by the Participating Shareholder under the Plan on the relevant Dividend Payment
Date and the issue price of those Additional Shares, including the discount (if any), determined by the Board under clause 4.2;
e. advice as to the amount of any imputation or other taxation credits; and
f. such other matters as are required by law with respect to dividends and/or their reinvestment.
a Participating Shareholder nor held by
Genesis or the Registrar on behalf of a
Participating Shareholder.
4.4 Share price information publicly
available
At each time the price for Additional
Shares is set under clause 4.2, Genesis is
required to and will ensure that it has no
information that is not publicly available
that would, or would be likely to, have a
material adverse effect on the realisable
price of the Shares if the information was
publicly available.
4.5 Compliance with laws, listing rules
and Constitution
The Plan will not operate in relation
to a dividend to the extent that the
allotment, issue or transfer of Additional
Shares under the Plan would breach any
applicable law, the NZX Listing Rules, the
ASX Listing Rules, or any provision
of Genesis’ Constitution.
If and to the extent that the Plan does not
operate for such reason in respect of a
Participating Shareholder’s Participating
Shares, the relevant dividend on
Participating Shares will, until such time as
the issue is resolved, be paid or distributed
in the same manner as to Shareholders not
participating in the Plan.
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
6
8. Termination, Suspension and Modification
8.1 Termination or modification
by Genesis
The Genesis Board may at any time in its
sole discretion:
a. terminate, suspend or modify the
Plan. If the Plan is modified, then a
Participation Form will be deemed to
be a Participation Form under the Plan
as modified unless that Participation
Form is varied or withdrawn by
the Participating Shareholder in
accordance with clause 8.4; or
b. suspend the operation of the Plan so
that it will not apply in whole or part
to any dividends or distributions; or
c. resolve that participation will not
apply in whole or part to any dividend
and that the balance of the dividend
(as the case may be) will be paid in
cash; or
d. resolve, in the event of the
subdivision, consolidation or
reclassification of the Shares into
one or more new classes of Shares,
that a Participation Form will be
deemed to be a Participation Form in
respect of the Shares as subdivided,
consolidated or reclassified
unless such Participation Form is
subsequently varied or withdrawn
by the Participating Shareholder in
accordance with clause 8.4; or
e. resolve that a Participation Form
will cease to be of any effect; or
f. resolve that Additional Shares may be
acquired at a discount to the market
price of Shares in accordance with
clause 4.2, adjust the level of any
discount or determine that no such
discount will apply;
g. determine that Shareholders in
specific jurisdictions outside New
Zealand and Australia may participate
in the Plan; or
h. determine that the Plan may be
underwritten on such terms as agreed
between Genesis and an underwriter.
8.2 Prior notice
Notice of any termination, suspension
or modification of the Plan under clause
8.1 will be given to all Participating
Shareholders by providing notification to
Shareholders by way of announcement to
NZX and ASX.
8.3 When no notice required
Notwithstanding clauses 8.1 and 8.2,
Genesis may at any time, without the need
of any notice:
a. modify the Plan to comply with the
Constitution, the NZX Listing Rules,
the ASX Listing Rules or any law; and
b. make minor amendments to the Plan
where such amendments are of an
administrative or procedural nature.
8.4 Variation or termination
by a Participating Shareholder
A Shareholder may, at any time:
a. increase or decrease the proportion
of Participating Shares, by
validly completing and sending a
Participation Form to the Registrar or
by completing the form online; or
b. terminate their participation in the
Plan by written notice to that effect to
the Registrar online or by completing
a Cancellation Form (available online
or from the Registrar upon request).
Such variation or termination will take
effect from the first Record Date after
the Participation Form or Cancellation
Form is received by the Registrar or the
variation or termination online process has
been completed. A properly completed
Participation Form or Cancellation
Form will need to be received by the
Registrar prior to 5.00pm (NZ time) on
the Record Date in order for that variation
or termination to be effective in respect
of dividends payable in relation to that
Record Date.
8.5 Death of Participating Shareholder
If a Shareholder participating in the Plan
dies, participation by that Shareholder
will cease upon receipt by Genesis of a
notice of death in a form acceptable to
Genesis. Death of one of two or more
joint Shareholders will not automatically
terminate participation.
9. Reduction or Termination of Participation where no notice given
9.1 Dispositions where partial participation
Where a Shareholder participating in the Plan in respect of some but not all its Shares disposes of some of its Shares then, unless the
Participating Shareholder notifies the Registrar otherwise in writing, the number of Participating Shares held by that Participant will
be reduced proportionately.
9.2 Partial dispositions where full participation
If a Shareholder with full participation disposes of part of its holding of Shares without giving the Registrar written notice terminating
the Participating Shareholder’s participation in the Plan in accordance with clause 8.4(b), the Participating Shareholder will be deemed
to have terminated its participation in the Plan with respect to the Shares disposed of by it from the date Genesis registers a transfer
of those Shares.
9.3 Dispositions of all Shares
If a Participating Shareholder disposes of all of its holding of Shares without giving the Registrar written notice terminating the
Participating Shareholder’s participation in the Plan in accordance with clause 8.4(b), the Participating Shareholder will be deemed to
have terminated participation in the Plan from the date Genesis registers a transfer of those Shares.
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
7
10. Taxation
The statements below in relation to
taxation reflect the relevant New Zealand
and Australian tax law as at the date
this Offer Document was prepared,
and, as such, are subject to any change
in New Zealand or Australian taxation
laws. The taxation consequences for
each Shareholder may differ depending
upon their particular circumstances.
Accordingly, each Shareholder should
consult their own tax adviser as to the
taxation implications of the Plan. Genesis
does not accept any responsibility for
the financial or taxation effects of a
Shareholder’s participation or non-
participation in the Plan.
10.1 New Zealand Shareholders
For New Zealand tax purposes, a
Participating Shareholder should be
treated in the same way as if they had
not participated. This means that the
Shareholder will derive a dividend of the
same amount that they would have derived
if they had not participated (ie, they will
be treated as receiving a dividend from
Genesis which is then applied to purchase
or subscribe for Additional Shares).
Accordingly, unless the New Zealand
Shareholder notifies Genesis that they
hold a resident withholding tax (“RWT”)
exemption certificate, the dividend
(including any attached imputation
credits) will be subject to RWT which
is deducted at source by Genesis (and
therefore reduces the amount applied
to purchase or subscribe for Additional
Shares). RWT will be deducted at the rate
of 33% with an allowance for any attached
imputation credits. For example, RWT
will be deducted at the rate of 5% where
a dividend is fully imputed (reflecting
company tax paid at the 28% rate).
If the New Zealand Shareholder is
required to file an income tax return,
they will need to include the dividend
(including any attached imputation
credits) as assessable income, which
will be taxable to the New Zealand
Shareholder at their personal marginal tax
rate. Any attached imputation credits or
RWT deducted will be creditable against
New Zealand taxes payable.
10.2 Australian Shareholders
For Australian tax purposes, an Australian
resident Participating Shareholder should
be treated as having received the dividend
which has been applied to purchase or
subscribe for Additional Shares.
The gross dividend (including any
withholding tax deducted in New Zealand)
should be assessable to the Australian
resident Participating Shareholder
at its respective marginal tax rate.
The Australian resident Participating
Shareholder may be entitled to a foreign
income tax offset for any withholding tax
deducted in New Zealand.
The Australian tax implications of the
future sale of Additional Shares acquired
by an Australian resident Participating
Shareholder will depend on the particular
circumstances of that Shareholder. For
capital gains tax purposes:
a. the cost base of the Additional Shares
includes the amount of the dividend
applied to acquire the Additional
Shares; and
b. the Additional Shares should be
treated as being acquired by the
Australian resident Participating
Shareholder on the date that they are
issued or otherwise transferred to that
Shareholder by Genesis.
For New Zealand tax purposes, an
Australian Shareholder should be
treated in the same way as if they had
not participated. This means that the
Australian Shareholder will derive a
dividend of the same amount that
they would have derived if they had
not participated (ie, the Australian
Shareholder will be treated as receiving
a dividend from Genesis which is then
applied to purchase or subscribe for
Additional Shares).
Accordingly, where the dividend is paid to
Australian Shareholders it will be subject
to New Zealand non-resident withholding
tax (“NRWT”) which is deducted at
source by Genesis (and therefore reduces
the amount applied to purchase or
subscribe for Additional Shares). NRWT
will generally be deducted at the rate
of 15%. However, where the dividend
is fully imputed, the impact of NRWT
may effectively be negated by Genesis
paying the Australian Shareholder a
supplementary dividend in addition to the
dividend paid to all Shareholders.
10.3 Other non-resident Shareholders
Where the dividend is paid to non-New
Zealand resident Shareholders, it will be
subject to NRWT which is deducted at
source by Genesis (and therefore reduces
the amount applied to purchase or
subscribe for Additional Shares).
The rate at which NRWT is imposed will
depend on the extent to which imputation
credits are attached to a dividend and
whether the Shareholder is tax resident
in a country which has entered into a
tax treaty with New Zealand. Generally,
NRWT is deducted at the rate of:
a. 15%, or 0% if the tax rate applicable
after applying any relevant tax treaty
would be less than 15%, to the extent
that a dividend is fully imputed; or
b. 30%, or the tax rate applicable after
applying any relevant tax treaty,
to the extent that a dividend is not
fully imputed.
Depending on the extent to which a
dividend is imputed, the impact of
NRWT may effectively be mitigated by
Genesis paying a supplementary dividend
in addition to the dividend paid to all
Shareholders.
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
8
11. Costs
There are no charges for participation or withdrawal from the Plan or changing the proportion of Shares nominated by you which will
participate in the Plan. Shares acquired under the Plan do not incur brokerage or commision costs.
12. Stock Exchange Quotation
Genesis will apply for quotation of the Additional Shares which may be issued under the Plan on the NZX Main Board and the official
list of ASX. It is expected that such Additional Shares will be quoted on the NZX Main Board and ASX on the completion of allotment
procedures. However, neither NZX nor ASX accept any responsibility for any statement in this Offer Document.
13. Governing Law
This Offer Document, the Plan, and its operation, will be governed by the laws of New Zealand.
14. Other Information
You may obtain free of charge Genesis’ most recent annual report and financial statements complying with Part 7 of the Financial
Markets Conduct Act 2013 by contacting Genesis at the address of the Register set out in the directory to this Offer Document, or you
may download these reports from Genesis’ website, www.genesisenergy.co.nz.
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
9
Questions & Answers
OFFER DOCUMENT
1. What is the Genesis Dividend
Reinvestment Plan?
The Plan enables Shareholders to reinvest
all or part of any dividend paid on their
Shares in additional Genesis Shares
instead of receiving that distribution in
cash.
2. Am I eligible to participate?
As at the date of this Offer Document,
the Plan is only available to holders
of Shares who have a New Zealand
or Australian address on the Genesis
share register. Genesis has elected not
to offer participation under the Plan to
Shareholders who are resident outside of
New Zealand or Australia. This is to avoid
the risk of breaking overseas laws and
because of the costs and requirements
of ensuring compliance with those laws.
However, the Board may amend this
policy at any time, in its sole discretion.
3. Is there a minimum number of Shares
that I need to own before I can
participate?
No.
4. How do I participate in the Plan?
It is recommended that you read this
Offer Document carefully before deciding
whether to participate. You can elect to
participate at any time by completing and
returning a Participation Form to Genesis’
Registrar, Computershare Investor
Services or making an election online.
• Visit www.investorcentre.com/nz
• You will require your CSN/Holder
Number and Authorisation Code (FIN)
to complete the investor validation
process.
5. What options do I have regarding
participating in the Plan?
Participation in the Plan is optional.
You may elect:
a. Full participation
Where all of your Shares (including all
Shares held both now and any Shares
acquired in the future, including
where issued or transferred to you
under the Plan) will be treated as
participating in the Plan for all future
dividends to which the Plan applies
(unless you vary your participation in
the Plan in accordance with the terms
and conditions of the Plan).
b. Partial participation
Where only the proportion of Shares
nominated by you (and the dividends
paid on them) will participate in the
Plan for all future dividends to which
the Plan applies (unless you vary your
participation in the Plan in accordance
with the terms and conditions of the
Plan).
c. Not to participate
You will continue to receive in cash
any dividend on any of your Shares
which do not participate in the Plan.
If you do not wish to participate in
the Plan, you are not required to do
anything. You will continue to receive
in cash any dividends paid on all of
your Shares.
6. What if I change my mind?
You can join the Plan or vary your
participation at any time by either
contacting Genesis’ Registrar,
Computershare Investor Services online at
www.investorcentre.com/nz or forwarding
a completed Participation Form to the
Registrar. Participation Forms are available
online or from the Registrar upon request.
If you choose to participate in the Plan
and then change your mind, you can opt
out by informing Computershare Investor
Services either online or by completing
a Cancellation Form (available online or
from the Registrar upon request).
Such variation or cancellation will be
effective from the first Record Date after
the properly completed Participation Form
or Cancellation Form is received by the
Registrar or the variation or cancellation
online process has been completed.
7. How much does it cost?
There are no charges for participating or
withdrawing from the Plan or changing
the proportion of Shares nominated by
you which will participate in the Plan.
8. What price will Shareholders pay?
The price of Shares is based upon the
volume weighted average sale price of
Genesis Shares sold on the NZX Main
Board over a period of five Business Days
starting on the “Ex Date”.
The Share price may be subject to a
discount set by the Board from time
to time. The discount, if any, will be
announced by Genesis to Shareholders at
the same time the dividend is announced
for the relevant period.
9. Can the Plan be changed in the
future?
Yes. The Genesis Board may change,
suspend or cancel the Plan at its sole
discretion. If that occurs, notice will
be given through the NZX and ASX as
required by the terms and conditions of
the Plan.
10. Can I sell the Shares?
Yes. Shares acquired under the Plan can
be sold at any time.
11. Are there any tax implications?
For New Zealand and Australian income
tax purposes, dividends reinvested in
Shares under a dividend reinvestment plan
are generally treated in the same manner
as a cash dividend. Genesis will provide
details of the amount of the dividend,
taxes withheld and credits available so
Shareholders can complete their tax
returns. It is recommended that each
Shareholder contact their professional tax
adviser for more information about their
specific circumstances. Refer to clause 10
of the terms and conditions.
12. Where can I find information on the
Genesis dividend policy?
You can find a copy of the Genesis
dividend policy by going to www.
genesisenergy.co.nz/investor-centre/
dividends.
13. How do I find out how many shares I
have received?
Shortly after the allotment of Shares under
the Plan, Computershare Investor Services
will send all Plan participants an updated
Securities Transaction Statement, along
with a dividend remittance advice.
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
10
Additional Shares means the additional Shares to be issued or transferred to Participating Shareholders pursuant to the Plan.
ASIC means the Australian Securities and Investments Commission.
ASX means the Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules means the listing rules of ASX as applicable to Genesis from time to time.
Board means the board of directors of Genesis.
Business Day means a day on which the NZX Main Board is open for trading.
Cancellation Form means the dividend reinvestment plan cancellation form available from the Registrar, which notifies Genesis that a
Participating Shareholder wishes to terminate their participation in the Plan.
Constitution means the constitution of Genesis.
Dividend Payment Date means the date on which Genesis pays a dividend in respect its Shares.
Ex Date means the day on or after which a declared dividend belongs to the seller rather than the buyer if a share is traded.
Genesis means Genesis Energy Limited.
NZX means NZX Limited.
NZX Listing Rules means the listing rules of the NZX Main Board from time to time.
NZX Main Board means the main board equity security market operated by NZX.
Offer Document means this booklet which sets out the terms and conditions of the Plan.
Participating Shareholder means a Shareholder who has validly elected to participate in the Plan.
Participating Shares means the Shares in respect of which an election to participate in the Plan has been validly made (subject to any
validly made variation or termination) by a Participating Shareholder on the Record Date.
Participation Form means the participation form accompanying this Offer Document or available from the Registrar.
Plan means the Genesis Dividend Reinvestment Plan established by the Board on the terms and conditions set out in this Offer
Document, as amended from time to time.
Record Date means, in relation to a dividend, the date on which Genesis’ register of Shareholders is closed in order to determine
entitlement to the relevant dividend.
Registrar means Computershare Investor Services Limited.
Shareholder means a holder of Shares from time to time.
Shares means fully paid ordinary shares in Genesis.
Glossary
OFFER DOCUMENT
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
11
Directory
Registrar in New Zealand
Computershare Investor Services Limited
Postal address:
Private Bag 92119
Auckland 1142
New Zealand
Physical address:
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Telephone: +64 9 488 8777
Email: enquiry@computershare.co.nz
Registrar in Australia
Computershare Investor Services Pty Limited
Postal address:
GPO Box 3329
Melbourne VIC 3001
Australia
Physical address:
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
Australia
Telephone: +61 3 9415 5000
Email: enquiry@computershare.co.nz
GENESIS ENERGY
DIVIDEND REINVESTMENT PLAN
12
Head Office
Genesis Energy Building
660 Great South Road
Greenlane, Auckland 1051
New Zealand
PO Box 17188
Auckland 1546
New Zealand
---
Participation Form
Dividend Reinvestment Plan
Do not complete this form if you wish to continue to receive in cash any dividends declared in respect of all of your Shares in
Genesis Energy Limited (“Genesis”).
Full details of the Plan are set out in the Offer Document dated 14 February 2018 (“Offer Document”) accompanying this form. Complete this form to
participate in the Plan or to amend an existing Participation Election in the Plan. Alternatively, you may make your Participation Election, or vary an
existing Participation Election, by visiting www.investorcentre.com/nz online.
Capitalised terms not defined in this Participation Form have the meaning given to those terms in the Glossary of the Offer Document.
Name(s):
Address:
Email:
CSN/Holder number: Daytime phone:( )
Participation Election
In terms of Genesis’ Dividend Reinvestment Plan, I/we wish to participate/amend an existing Participation Election in the Plan and request:
(Choose one option only)
a. Full participation in the Plan for all my/our Shares I/we may hold from time to time
b. Partial participation in the Plan, for the following proportion of the Shares I/we may hold from time to time
or
Please specify proportion (as a percentage):
Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a non-revocation
declaration must accompany this form, and the relevant authority must either have been exhibited previously to the Registrar or
accompany this form.
I/We acknowledge that I/we have received and read a copy of the Offer Document and agree to be bound by the terms and conditions
set out in the Offer Document.
Signature/s
Signature of Shareholder(s): Date: / /
Personal Details
Signature of Shareholder(s): Date: / /
Signature of Shareholder(s): Date: / /
This Participation Form may be returned at any time to the Registrar by one of the methods below:
By post New Zealand
Genesis Energy Limited
c/- Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
New Zealand
By post Australia
Genesis Energy Limited
c/- Computershare Investor Services Pty Limited
GPO Box 3329.
Melbourne VIC 3001
Australia
Scan and email
drp@computershare.co.nz
Please put Genesis DRP in the subject
line for easy identification
By fax
+64 9 488 8787
Shareholders may contact Genesis requesting to enter an alternative participation option. Acceptance of such requests will be
solely at Genesis’ discretion.
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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