AWF MADISON LIMITED – DIVIDEND REINVESTMENT PLAN
Level 6, 51 Shortland Street, Auckland
PO Box 12832, Penrose, Auckland 1642
Tel 09 526 8770 Fax 09 579 0224
www.awfmadison.co.nz
15 July 2018
CSN/Holding Number:
Dear Shareholder
AWF MADISON LIMITED - DIVIDEND REINVESTMENT PLAN
The AWF Madison Group Limited (“AWF”) Dividend Reinvestment Plan (“Plan”) provides an easy and
convenient way for you to grow your investment in AWF, and structure it in a way that suits your
personal investment goals and circumstances.
The Board has determined that 50% of the Dividend may participate in the Plan until further notice.
This will allow shareholders to reinvest up to 50% of their dividend in new shares. For example, the
Board has determined that 50% of a Dividend can participate in the Plan and you have determined that
100% of your Shares will participate in the Plan, then, upon the Dividend being paid, you will receive:
o 50% of your Dividend in shares. Additional Shares acquired with the Participating
Dividend (being the sum which was payable in respect of all of your Shares
participating in the Plan); and
o 50% of your Dividend in cash (being that part of the Dividend which is not the
Participating Dividend).
The Plan gives you the opportunity to increase your investment in AWF without incurring any
brokerage fees, commissions or transaction costs.
The enclosed Offer Document explains how the Plan works so that you can decide whether or not you
would like to participate.
Participation in the Plan is optional, so if you decide not to participate, you do not need to do anything
and you will continue to receive all future Dividends as cash. If you change your mind regarding
participation you can still elect to join the Plan or terminate or vary your participation in the Plan at any
time, provided you do so prior to the Record Date applicable at the time.
If you wish to participate in the Plan, you need to make a Participation Election by either visiting
https://investorcentre.linkmarketservices.co.nz or by completing and returning the enclosed
participation notice to the company’s share registrar.
In order to participate in the Plan for the 2018 final dividend payable on 10 July 2018, your completed
Participation Notice must be received by Link Market Services Limited by no later than 5.00pm, (New
Zealand time) on Friday 29 June 2018.
Yours sincerely
Ross Keenan
Chair
---
1Dividend Reinvestment Plan
This is an important document. If you have any questions
in relation to the Dividend Reinvestment Plan, or are in
any doubt as to how to act, please contact your financial
adviser. This document is dated 15 June 2018.
Dividend
Reinvestment Plan
AWF Madison Group Limited
3Dividend Reinvestment Plan2
Letter from
the Chair
Letter from the Chair
Questions & Answers
Terms & Conditions
- Introduction
- The Offer
- Method of Participation
- Additional Share Entitlement
- Operation of the Plan
- Source of Additional Shares
- Statement to Participating Shareholders
- Termination, Suspension and Modification
- Termination of Participation where no notice given
- Taxation
- Costs
- Stock Exchange Quotation
- Governing Law
- Annual Report and Financial Statements
Glossary
Directory
Participation Form
3
4
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8
8
10
11
12
13
13
13
15
15
16
16
16
16
17
18
19
Contents
Dear shareholder,
The AWF Madison Group Limited (“AWF”) Dividend
Reinvestment Plan (“Plan”) provides an easy and convenient
way for you to grow your investment in AWF, and structure
it in a way that suits your personal investment goals and
circumstances.
Under the Plan:
• in respect of each cash dividend or distribution
(“Dividend”), the Board will determine a proportion that
will participate in the Plan (“Participating Dividend”).
For example, the Board may determine that 50% of the
Dividend may participate in the Plan;
• you have the flexibility to choose whether to receive
additional AWF shares (“Shares”) in lieu of all, part or
none of the Participating Dividend payable in respect of
your Shares. For example, if the Board has determined
that 50% of a Dividend may participate in the Plan and
you have determined that 100% of your Shares will
participate in the Plan, then, upon the Dividend being
paid, you will receive:
• Additional Shares acquired with the Participating
Dividend (being the sum which was payable in
respect of all of your Shares participating in the Plan);
and
• 50% of your Dividend in cash (being that part of the
Dividend which is not the Participating Dividend).
The Plan gives you the opportunity to increase your
investment in AWF without incurring any brokerage fees,
commissions or transaction costs.
This document explains how the Plan works so that you can
decide whether or not you would like to participate.
Participation in the Plan is optional, so if you decide not to
participate, you do not need to do anything and you will
continue to receive all future Dividends as cash. If you change
your mind regarding participation you can still elect to join the
Plan or terminate or vary your participation in the Plan at any
time.
Please read and consider the information in this document
carefully. You should consult your financial adviser if you have
any queries in relation to any of the content.
Yours sincerely
Ross Keenan
Chair
54Dividend Reinvestment Plan
Questions &
Answers
1. What is the AWF Dividend Reinvestment Plan?
The Plan enables you to reinvest cash dividends and
distributions paid on your Shares in additional AWF
Shares. In summary, the Plan operates as follows:
• in respect of each cash dividend, the Board will
determine the proportion of that dividend which is
available to participate in the Plan;
• you can elect what proportion of your Shares
participate in the Plan;
• upon the dividend being paid:
• you will receive full cash dividends in respect of
all your Shares which you have not elected to
participate in the Plan;
• in respect of those Shares which you have elected
to participate in the Plan (the “Participating
Shares”):
• you will receive a cash dividend for that
portion of the cash dividend payable on your
Participating Shares which the Board has
determined will not participate in the Plan; and
• for that portion of the cash dividend payable
on your Participating Shares which the Board
has determined will participate in the Plan,
you will receive Shares acquired at the Price.
In general terms, the price of Shares which can be
acquired by participating in the Plan is based upon the
volume weighted average sale price of Shares sold on
the NZX Main Board over a period of five Business Days
starting on the “Ex Date” (which is one Business Day
before the Record Date). The Board has a discretion to
reduce this price by a discount.
Examples as to how the Plan will operate are set out in
paragraph 14.
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
registered address on the AWF share registry. AWF
has elected not to offer participation under the Plan to
Shareholders who are resident outside of New Zealand.
This is to avoid the risk of breaking overseas laws and
it would be unduly onerous to ensure 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 making a
participation election online at https://investorcentre.
linkmarketservices.co.nz. You will require your CSN/
Holder Number and Authorisation Code (FIN) to
complete the investor validation process.
Alternatively, you can elect to participate at any time by
returning a Participation Form to the Registrar.
5. What options do I have regarding participating in
the Plan?
Participation in the Plan is optional.
If you wish to participate in the Plan, 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 (unless you vary your
participation in the Plan in accordance with the terms
and conditions of the Plan); or
(b) Partial participation: Where only the proportion
of Shares nominated by you will participate in the
Plan (unless you vary your participation in the Plan in
accordance with the terms and conditions of the Plan).
If you do not wish to participate in the Plan, you are not
required to do anything. You will continue to receive
cash dividends paid on all of your Shares.
6. What if I change my mind?
You can join the Plan or vary your participation
in the Plan at any time by either submitting a
participation election online at https://investorcentre.
linkmarketservices.co.nz or forwarding a completed
Participation Form to the Registrar. Participation Forms
are available from the Registrar upon request.
If you choose to participate in the Plan and then change
your mind, you can opt out by informing the Registrar
either online or by completing a Cancellation Form
(available from the Registrar upon request).
Such variation, withdrawal 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 online process has been completed.
7. How much does it cost?
Participation in the Plan is free and provides
Shareholders with the ability to acquire Additional
Shares in AWF free of any brokerage, commission or
other transaction costs.
8. What price will Shareholders pay?
The price of Shares which can be acquired by
participating in the Plan is based upon the volume
weighted average sale price of Shares sold on the
NZX Main Board over a period of five Business Days
76Dividend Reinvestment Plan
starting on the “Ex Date” (which is one Business Day
before the Record 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 AWF
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 Board may change, suspend or cancel the Plan
at its sole discretion. If that occurs, notice will be given
through the NZX market announcement platform.
10. How do the Shares rank and can I sell them?
Shares acquired under the Plan will rank equally in all
respects with existing Shares and can be sold at any
time.
11. Are there any tax implications?
For New Zealand income tax purposes, dividends
reinvested in Shares under a dividend reinvestment
plan are generally treated in the same manner as a
cash dividend. AWF 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 AWF dividend
policy?
You can see an explanation of the AWF dividend policy
at http://www.awfmadison.co.nz/corporate-governance.
13. How do I find out how many shares I have
received?
Shortly after the allotment of Shares under the Plan,
the Registrar will send all Plan participants an updated
Securities Transaction Statement as well as a separate
dividend remittance advice.
Proportion of
a Dividend the
Board determines
may participate in
the Plan
Proportion
of Shares a
Shareholder
elects to
participate in
the Plan
Received by the
Shareholder
100%100%All Shares
100%0%
100% of Dividends in
cash
50%100%
50% of Dividends in
Shares, 50% in cash
50%50%
25% of Dividends in
Shares, 75% in cash
25%50%
12.5% of Dividends in
Shares, 87.5% in cash
0%50%
100% of Dividends in
cash
14. Worked examples
98Dividend Reinvestment Plan
Terms &
Conditions
1. INTRODUCTION
Pursuant to the Constitution of AWF Madison Group
Limited (“AWF”), the board of directors (the “Board”)
has approved the adoption of the AWF Dividend
Reinvestment Plan (the “Plan”). Under the Plan:
(a) the Board will determine the proportion of each cash
dividend or distribution (“Dividend”) paid on fully
paid ordinary Shares in AWF that will participate in the
Plan (“Proportion”);
(b) holders of fully paid ordinary shares in AWF may elect
what proportion of their Shares participate in the Plan
(“Participating Shares”). The Proportion of the net
proceeds of Dividends paid on those Participating
Shares will be applied to acquire further fully paid
ordinary Shares in AWF (“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 of 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 15
June 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 Shareholders
Subject to clauses 2.4 to 2.6, AWF offers to all
Shareholders the right to elect to participate in the Plan.
2.2 Dividend Participation
The Board may, in its absolute discretion, in respect
of each Dividend, determine the Proportion of that
Dividend, payable upon Participating Shares, which
may be applied, in accordance with this Plan, to acquire
further Shares.
Any Proportion determined by the Board will be
announced by AWF on the NZX Main Board at the same
time the Dividend is announced for the relevant period.
2.3 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 as at 5.00pm (New
Zealand time) on the Record Date for the Dividend
(which will include 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, prior to such Record Date).
(b) Partial participation: If you elect partial participation
only the proportion of your Shares nominated by
you will participate in the Plan. The number of
Participating Shares will be determined with effect at
5.00pm (New Zealand time) on the Record Date for
the Dividend. If the percentage of Shares nominated
by you does not result in a whole number of Shares,
the number of Shares 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.
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. The Board has adopted this
policy on the basis that to do so would risk breaching
the laws of places outside of New Zealand 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 Representations and warranties from overseas
Shareholders
Any person residing outside New Zealand who holds
Shares through a New Zealand 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 who
participates in the Plan through a New Zealand resident
nominee will be deemed to represent and warrant
to AWF that they can lawfully participate in the Plan
through their nominee.
AWF accepts no responsibility for determining whether a
Shareholder is able to participate in the Plan under laws
applicable outside of New Zealand.
2.6 Exclusion where liens or charges over Shares
Any Shares over which AWF has a lien or charge in
accordance with the Constitution or other requirements
of law will not be eligible to participate in the Plan.
1110Dividend Reinvestment Plan
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) Online Election – by visiting the website of the
Registrar at https://investorcentre.linkmarketservices.
co.nz.
(b) Participation Form – complete the Participation
Form in accordance with the instructions on that
form, and post the completed Participation Form to:
AWF Madison Group Limited Registrar
C/- Link Market Services Limited
PO Box 91976
Auckland 1142
or
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
Shareholders who subsequently decide that they
would like to participate in the Plan can download
the Participation Form and Offer Document from the
AWF website or request a Participation Form and Offer
Document from the Registrar at the address set out
above.
If the Participation Form does not indicate the level of
participation, it will be deemed to be an application for
full participation if the Participation Form is otherwise
correctly completed and signed.
A Participation Form will not attach to the Shares in
respect of which it has been given but will be personal
to the Shareholder giving it.
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
Every Shareholder eligible to participate in the Plan shall
be given a reasonable opportunity to do so.
Participation will be effective as to Dividends 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 Dividend.
Participation will continue for all future Dividends to
which the Plan applies in accordance with these terms
and conditions (unless a Shareholder varies their
participation in the Plan in accordance with these terms
and conditions).
4. ADDITIONAL SHARE ENTITLEMENT
4.1 General
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 Proportion of net cash proceeds of
the Dividend the Shareholder would otherwise have
received in respect of the Participating Shares; and
(b) calculated on the basis that the issue price of the
Additional Shares will be the 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
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 (determined as
described in clause 2.3).
D is the Proportion of net proceeds per Share from AWF
(expressed in cents and fractions of cents, excluding any
imputation credits and after deduction of any resident
withholding (or other) taxes, if any) of 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 immediately
following the Ex Date, less a discount (if any) as
determined by the Board from time to time (“Price”).
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 the Board.
Any volume weighted average sale price so determined
may be reasonably adjusted by the Board 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, the Board 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.
S x D
Price
AS =
1312Dividend Reinvestment Plan
The discount, if any, determined by the Board will be
announced by AWF on the NZX Main Board at the same
time the dividend is announced for the relevant period.
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 down 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 (as described as D in
clause 4.2 above) which are not applied to acquire
an Additional Share because of this clause 4.3 will be
retained by AWF for its sole benefit and will not be
refunded or paid to a Participating Shareholder nor held
by AWF or the Registrar on behalf of a Participating
Shareholder.
4.4 Share price information publicly available
The Board will ensure that AWF, at the time the price for
the Additional Shares is set under clause 4.2, will have
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, NZX 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, or any provision of the
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
in respect of Shares which are not Participating Shares.
5. OPERATION OF THE PLAN
5.1 Additional Shares
AWF will, on the Dividend Payment Date, either issue
or arrange the transfer of the Additional Shares to the
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 this 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 AWF;
(b) existing Shares acquired by AWF or a nominee or
agent of AWF; or
(c) any combination of new Shares and existing Shares.
7. STATEMENT TO PARTICIPATING
SHAREHOLDERS
AWF 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 Shares of the Participating
Shareholder as at 5.00pm (New Zealand time) on the
relevant Record Date;
(b) the number of Participating Shares of the
Participating Shareholder as at 5:00pm (New Zealand
time) on the relevant Record Date (determined as
described in clause 2.3);
(c) the amount of the Dividend:
(i) reinvested in respect of Participating Shares; and
(ii) paid in cash to the Participating Shareholder;
(d) the amount of any tax deduction or withholding
made;
(e) 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;
(f) advice as to the amount of any imputation or other
taxation credits; and
(g) such other matters as are required by law with
respect to dividends and/or their reinvestment.
8. TERMINATION, SUSPENSION AND
MODIFICATION
8.1 Board’s discretion
The Board may at any time in its sole discretion:
(a) terminate the Plan; or
(b) suspend the operation of the Plan for a temporary
period so that it will not apply in whole or part to any
dividends or distributions; or
(c) modify the Plan; or
(d) 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
1514Dividend Reinvestment Plan
(e) 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 8.5; or
(f) resolve that a Participation Form will cease to be of
any effect; or
(g) resolve that Additional Shares may be acquired
at a discount to the Price of Shares in accordance
with clause 4.2, that the level of any discount will be
adjusted, or that no such discount will apply; or
(h) determine that the Plan may be underwritten on
such terms as agreed between the Board and an
underwriter.
8.2 Prior notice
Notice of any termination, suspension or modification
of the Plan by AWF under clause 8.1 will be given to all
Participating Shareholders by providing notification to
Shareholders by way of announcement to the NZX Main
Board, except for notice of any determination under
clause 8.1(f) which shall be given to the Shareholder who
gave the Participation Form in question.
8.3 Termination, suspension or modification by AWF
If the Plan is modified, then a Participation Form shall
be deemed to be a Participation Form under the Plan as
modified unless such Participation Form is subsequently
changed or withdrawn by the Shareholder.
If the Plan is suspended then election under the Plan
will cease to have effect and the Shares will revert to
their previous character in relation to Dividends until the
Board lifts the suspension, at which time a Participation
Form will have effect from the next Record Date
following the suspension of the Plan being lifted, unless
the Board resolves otherwise and gives notice of such
resolution at the time of the suspension being lifted by
way of an announcement to the NZX Main Board.
If the Plan is terminated then election under the Plan will
cease to have effect and the Shares will revert to their
previous character in relation to Dividends.
8.4 When no notice required
Notwithstanding clauses 8.1, 8.2 and 8.3, the Board may
at any time, without the need of any notice:
(a) modify the Plan to comply with the Constitution, the
NZX Listing Rules or any law; and
(b) make minor amendments to the Plan where such
amendments are of an administrative or procedural
nature.
8.5 Variation or termination by a Participating
Shareholder
A Shareholder may, at any time:
(a) increase or decrease the proportion of Participating
Shares, by completing the form online at https://
investorcentre.linkmarketservices.co.nz; or by validly
completing and sending a Participation Form to the
Registrar;
(b) terminate the Shareholder’s participation in the Plan
by written notice to that effect to the Registrar online
or by completing a Cancellation Form (available 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
Participation Form or Cancellation Form has been
completed online. A properly completed Participation
Form or Cancellation Form will need to be received by
the Registrar prior to 5.00pm (New Zealand 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.
8.6 Death of Participating Shareholder
If a Participating Shareholder is an individual and that
Shareholder dies, participation by that Shareholder will
cease upon receipt by AWF of a notice of death in a
form acceptable to AWF. Death of one of two or more
joint Participating Shareholders will not automatically
terminate participation.
9. TERMINATION OF PARTICIPATION WHERE
NO NOTICE GIVEN
9.1 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 8.5(b),
the Participating Shareholder will be deemed to have
terminated participation in the Plan from the date AWF
registers a transfer of those Shares.
10. TAXATION
The statements below in relation to taxation reflect the
relevant New Zealand tax law as at the date this Offer
Document was prepared, and, as such, are subject to
any change in New Zealand taxation laws. It is intended
as a general guide only and is not an authoritative or
complete statement of all potential tax implications for
each Shareholder. Taxation is a complex area of law and
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.
AWF 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
1716Dividend Reinvestment Plan
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 AWF which
is then applied to purchase or subscribe for Additional
Shares).
Accordingly, where the dividend (including any
attached imputation credits) is paid to a New Zealand
Shareholder, it will generally be subject to resident
withholding tax (“RWT”) which is deducted at source
by AWF (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). RWT will not need to be deducted where the New
Zealand Shareholder notifies AWF that they hold a RWT
exemption certificate or, if AWF chooses to not apply
RWT in such circumstances, where the New Zealand
Shareholder is a company and the dividend is fully
imputed.
The New Zealand Shareholder will need to return 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.
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.
No brokerage or commission costs will be incurred in
respect of the acquisition of Additional Shares.
12. STOCK EXCHANGE QUOTATION
It is expected that Additional Shares will be quoted on
the NZX Main Board on the completion of allotment
procedures. NZX Limited accepts no 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. ANNUAL REPORT AND FINANCIAL
STATEMENTS
You may obtain free of charge AWF’s most recent
annual report and financial statements (including an
independent auditor’s report) complying with the
Companies Act 1993 and Financial Reporting Act
2013 by contacting AWF at the address set out in the
directory to this Offer Document, or you may download
these reports from AWF’s website at http://www.
awfmadison.co.nz/category/annrep.
Glossary
Additional Shares means the additional Shares to be issued or
transferred to Participating Shareholders pursuant to the Plan.
AWF means AWF Madison Group Limited.
Board means the board of directors of AWF.
Business Days means a time between 8.30am and 5.30pm on
a day on which the NZX Main Board is open for trading.
Cancellation Form means the cancellation form available
from the Registrar which notifies AWF that a Participating
Shareholder wishes to terminate their participation in the Plan.
Constitution means the constitution of AWF.
Dividend means a cash dividend or other cash distribution
relating to the Shares.
Dividend Payment Date means the date on which AWF pays
a dividend in respect its Shares.
Ex Date means the first Business Day before the Record Date.
NZX means NZX Limited.
NZX Listing Rules means the NZX Main Board listing rules.
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 participating in the
Plan determined in accordance with clause 2.3.
Participation Form means the participation form
accompanying this Offer Document or available from the
Registrar.
Plan means AWF’s Dividend Reinvestment Plan established
by the Board on the terms and conditions set out in this Offer
Document, as amended from time to time.
Price has the meaning given to it in clause 4.2.
Proportion has the meaning given to it in clause 1(a).
Record Date means, in relation to a dividend, the date on
which AWF’s register of Shareholders is closed in order to
determine entitlement to the relevant dividend.
Registrar means Link Market Services Limited.
Shareholder means a holder of Shares from time to time.
Shares means fully paid ordinary shares in AWF.
18
Directory
AWF
AWF Madison Group Limited
Level 6, 51 Shortland Street
Auckland Central
Auckland 1010
T: +64 9 526 8770
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
PO Box 91976
Auckland 1142
Investor enquiries: +64 9 375 5998
Fax: +64 9 375 5990
enquiries@linkmarketservices.co.nz
www.linkmarketservices.co.nz
Solicitors for AWF
Russell McVeagh
Vero Centre
48 Shortland Street
PO Box 8
Auckland
New Zealand
T: +64 9 367 8000
Auditor
Deloitte Limited
Deloitte Centre
80 Queen Street
PO Box 33
Auckland
T: +64 9 309 4944
Participation Form
Dividend Reinvestment Plan
Do not complete this Participation Form if you wish to continue to receive in cash any dividends declared in respect of
all of your shares in AWF Madison Group Limited (“AWF”).
A Dividend Reinvestment Plan (“Plan”) has been introduced in relation to your shares in AWF. Full details of the Plan are set out in the offer document
dated 15 June 2018 accompanying this Participation Form. If you wish to reinvest all or part of your AWF dividends, complete and return this form in
the enclosed reply paid envelope or email the completed form to enquiries@linkmarketservices.com. Alternatively, you may make your participation
election, or vary an existing participation election online by visiting https://investorcentre.linkmarketservices.co.nz.
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:
CSN/Holder number: Daytime phone: ( )
In terms of the Plan, I/we wish to participate in the Plan and request: (Choose one option only)
a) Full participation in the Plan for all the Shares I/We may hold from time to time.
OR
b) Partial participation in the Plan, for the percentage of Shares stated. Please specify percentage of Shares:
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. I/We agree to be bound by the terms and conditions of the Plan
set out in the Offer Document dated 15 June 2018 and this Participation Form. I/We hereby direct that the net proceeds of all cash dividends I am/we
are entitled to be paid or credited in respect of my/our Participating Shares be applied towards the purchase of Additional Shares in accordance with
the Plan.
Signature of Shareholder(s):
Date: / /
Date: / /
Date: / /
Participation will commence on the first Record Date after receipt by the Registrar of this Participation Form, correctly completed. Participation will
continue to apply until varied online at https://investorcentre.linkmarketservices.co.nz or submitting another Participation Form or terminated by
submitting an Cancellation Form (available from the Registrar upon request, in accordance with the terms and conditions of the Plan or until the Plan is
terminated or suspended by AWF.
This Participation Form may be returned at any time to the Registrar by one of the methods below:
By post (New Zealand):
AWF Madison Group Limited Registrar
C/- Link Market Services Limited
PO Box 91976
Auckland 1142
or
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
Scan and email:
enquiries@linkmarketservices.com
(Please put AWF DRP in the subject line for
easy identification)
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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