LIC relaunches its Dividend Reinvestment Plan

Private Bag 3016
Hamilton 3240
New Zealand

0800 651 156
www.lic.co.nz
LIC is the trading name of Livestock Improvement Corporation Limited

 
Market statement
17 July 2019


LIC relaunches its Dividend Reinvestment Plan

Livestock Improvement Corporation (NZX: LIC) (LIC) has relaunched its Dividend Reinvestment
Plan (DRP) with effect from today.
LIC suspended its Dividend Reinvestment Plan in 2018 while its share simplification was
implemented.
The aim of the DRP – to provide LIC shareholders with an efficient way of acquiring more shares in
LIC without incurring additional transaction costs – is unchanged. Some of the terms and conditions
have been updated to reflect the share simplification and introduction of the single class of LIC
shares.
A copy of the updated LIC Dividend Reinvestment Plan Offer Document is attached. This
document, a Participation Form and information about the DRP is available on the LIC website:
www.lic.co.nz.


ENDS
For any shareholder enquiries please phone 0800 264 632

About LIC
LIC is a farmer-owned co-operative that provides a range of services and solutions to improve the productivity
and prosperity of farmers. This includes dairy genetics, information technology, herd testing, DNA parentage
verification and farm advisory services through FarmWise. Subsidiary business LIC Automation also provides
integrated automation systems and unique milk testing sensors that present real-time data while a cow is being
milked. With origins dating back to 1909, LIC has a long history of world-leading innovations for the dairy
industry.
Today the New Zealand-based co-operative employs more than 700 permanent staff, swelling to 2000 during
the peak dairy mating season. LIC also has offices in the United Kingdom, Ireland and Australia. All LIC profit
is returned to its farmer owners/shareholders in dividends or re-invested for new solutions, research and
development or dividends. www.lic.co.nz

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DIVIDEND
REINVESTMENT
PLAN

OFFER DOCUMENT
1 JULY 2019

2
DIVIDEND REINVESTMENT PLAN
OFFER DOCUMENT AS AT 1 JULY 2019
TERMS AND CONDITIONS
1. Introduction
The Board of Directors of Livestock Improvement
Corporation Limited (“LIC”) has approved the
Livestock Improvement Corporation Limited Dividend
Reinvestment Plan (“Plan”) on the terms set out in this
document.
The Plan enables participating Shareholders
(“Participants”) to voluntarily elect to reinvest the Net
Proceeds of cash dividends payable or credited on all
of their Eligible Shares to acquire further Shares.
While it is intended that the Plan Shares will be existing
shares acquired on behalf of the Participants through
market transactions on the NZX Market, LIC retains the
ability to issue new shares or use treasury stock under
this Plan.
As at the date of this Offer, LIC has appointed The
New Zealand Guardian Trust Company Limited as
the Approved Holding Entity to administer the Plan,
and that company has appointed Craigs Investment
Partners Limited as the Broker to acquire the Plan
Shares on behalf of Participants.
If you do not wish to participate in the Plan and instead
wish to receive any dividends payable in cash, entered
as a credit to your LIC debtor account or credited in
respect of your Eligible Shares from time to time, you do
not need to do anything.
The Terms and Conditions of the Plan are set out
below, and capitalised terms used in this document are
defined in clause 14 of this Offer Document.
2. The Offer
(a) The Plan allows Eligible Persons to elect to reinvest
their net cash proceeds of cash dividends from

3
their Eligible Shares to further acquire LIC shares.
Participation is optional.
(b) LIC will give every Eligible Person a reasonable
opportunity to elect to participate in the Plan.
Those Shareholders that participate in the Plan will
receive further LIC shares in lieu of a cash dividend
on Eligible Shares (as a result of the use of that
dividend to acquire further LIC shares). Those
Shareholders that do not participate in the Plan
will receive their normal cash dividend payments
(or credit to their LIC debtor account) on Eligible
Shares. Eligible Persons must ensure their own
compliance with relevant laws, including inside
trading laws.
(c) Nil Paid Shares, and any other Shares held to meet
the shareholding requirement while a Shareholder
holds Nil Paid Shares, are not Eligible Shares and
may not participate in the Plan. That is because,
any dividend payments on those Shares must be
applied to reduce any unpaid balance on Nil Paid
Shares held by the Shareholder.
(d) Participation is only available on all of the
Participant’s Eligible Shares (a Participant cannot
elect to participate under the Plan in relation to
only some of their Eligible Shares). If a Shareholder
agrees to participate then, until termination of their
participation in writing, the Terms and Conditions
will continue to apply to the cash dividends payable
or credited on all of the Participant’s Eligible Shares
registered in the Participant’s name as at the
relevant Record Date for all subsequent dividend
payments.
(e) Plan Shares transferred to a Shareholder under
the Plan will be transferred on the Terms and
Conditions and will be subject to the same rights as
Shares acquired by all other holders of Shares who
participate in the Plan.
(f) If participation in the Plan results in a Shareholder
holding more Shares than the Maximum
Shareholding permitted under LIC’s Constitution,
the Shareholder must sell such excess Shares in
accordance with the Constitution.
(g) A Participant who has ceased to be an LIC
Shareholder shall not be entitled to continue to
participate in the Plan and their participation will
be terminated upon them ceasing to be an LIC
Shareholder.

4
3. How to Participate
(a) To participate in the Plan, a Shareholder must
complete the Participation Application, which
accompanies the Offer Document in accordance
with the instructions in that Application.
(b) Subject to clause 3(c) below, participation will
commence on receipt by LIC of a correctly
completed Participation Application.
(c) To be effective on Record Date, a Participation
Application must be received on or before the
Participation Cut Off Date (being one Business Day
after the relevant Record Date). A Participation
Application received after that Participation Cut
Off Date will not be effective until after that Record
Date.
(d) Because participation under the Plan continues
until termination, a Participation Application will
continue to be effective for all subsequent Record
Dates unless terminated or amended in accordance
with the Terms and Conditions.
4. Operation of the Plan
In relation to each Relevant Acquisition:
(a) LIC shall, on behalf of the Participants, enter into
a contract with the Approved Holding Entity under
which the Approved Holding Entity, on behalf of the
Participants, will administer the Plan as set out in
the Terms and Conditions.
(b) By electing to participate in the Plan, each
Participant directs LIC:
• to pay to the Approved Holding Entity the
Net Proceeds of every cash dividend payable
or credited on all the Eligible Shares registered
in the Participant’s name on the relevant
Record Date; and
• to instruct, on behalf of the Participant, the
Approved Holding Entity to apply the Net
Proceeds as payment for Shares to be
transferred to the Participant in accordance
with the Plan.

Such directions shall continue until the Participant
or LIC terminates the Participant’s participation
in the Plan in accordance with the Terms and

5
Conditions, but shall not apply during any period for
which LIC has suspended the Plan.
(c) The Approved Holding Entity shall instruct, on
behalf of each Participant, the Broker to acquire
existing Shares during such period (the “Acquisition
Period”), up to but not extending beyond 20
Business Days before the next Record Date, as
is required by the Broker to acquire the number
of Shares able to be purchased using the Net
Proceeds of all Participants participating in the
Relevant Acquisition. The Broker may acquire
Shares by on-market transactions through a NZX
Market, by the transfer by LIC of Shares held as
treasury stock and/or by subscribing for new Shares
(on behalf of the Approved Holding Entity and the
relevant underlying Participant). In the event that
LIC transfer Shares held as treasury stock or issues
new Shares to the Broker or Approved Holding
Entity under the Plan, the acquisition price for such
Shares will be no greater than the higher of:
• the volume-weighted average price of Shares
traded on the NZX Market during the 20
Business Days prior to the date that the Board
determines to issue new Shares (“Issuance
Price Setting Period”); and
• the average price paid by the Broker on
behalf of Participants for on-market
acquisitions with respect to the Relevant
Acquisition.
(d) The Approved Holding Entity shall transfer or
instruct the Broker to transfer to each Participant
the number of Plan Shares calculated in
accordance with paragraphs (e) and (f) below
on or before the date that is not later than five
Business Days after the end of the Acquisition
Period (“Transfer Date”). Until the Transfer Date, the
Shares acquired by the Broker will be held by the
Approved Holding Entity for the Participants.
(e) The number of Plan Shares to be transferred by the
Approved Holding Entity to a Participant, under
the Plan, will be calculated in accordance with the
following formula:
N = D/B + or - X

6
Where:
(i) N is the number of whole Plan Shares that the
Participant will be entitled to receive;
(ii) D is the Net Proceeds of the cash dividend payable
or credited to the Participant (expressed in cents
and fractions of cents) which is to be reinvested
under the Plan;
(iii) B is the volume-weighted average price per
Share (expressed in cents and fractions of cents)
paid by the Approved Holding Entity to the
Broker to acquire the aggregate number of Plan
Shares required under the Plan with respect to
the Relevant Acquisition. For the avoidance of
doubt, this price shall exclude all fees, expenses,
brokerage and commissions);
and where the above calculation does not result
in a whole number but includes a fraction (“Part
Number”), then:
(iv) X is the result of the rounding up or down of the
Part Number, where the fraction is rounded up or
down, as nearly as reasonably possible, to enable
all of the Plan Shares to be allocated, so as either
to be the addition of a fraction to round up the Part
Number to a whole number or the subtraction of the
Part Number as the case may be.
(f) If, for any reason, a Participant is not transferred
such number of Shares as is calculated under
clause 4(c) above (including if the Approved
Holding Entity is unable to acquire such amount
within the Acquisition Period), then the Shares
acquired by the Approved Holding Entity will be
allocated, as nearly as reasonably possible, pro
rata among Participants in proportion to the
Net Proceeds that they each contributed for the
purposes of the Relevant Acquisition (subject to the
rounding contemplated in clause 4(c) above).
(g) After completion of the Relevant Acquisitions to the
greatest extent practicable, the Approved Holding
Entity shall pay to LIC all moneys received from LIC,
which have not been used by the Approved Holding
Entity in completing the Relevant Acquisitions
under the Plan. LIC shall distribute those moneys
to each Participant unless the amount to be paid or
credited to the Participant is less than $2.00 then
that amount may be forfeited to LIC.

7
(h) Any dividends paid on Plan Shares prior to transfer
to a Participant will be held on behalf of and paid
or credited to that Participant.
5. Statements to Participants
5.1 Dividend Statement: LIC will send to each
Participant, as soon as practicably after each
Dividend Payment Date, a statement detailing in
respect of that Participant:
(a) the number of Shares and Eligible Shares of
the Participant as at the relevant Record
Date;
(b) the Net Proceeds of the cash dividend to be
reinvested in respect of the Eligible Shares;
(c) the amount of any taxation deduction made;
(d) advice as to the amount of any imputation or
other taxation credits; and
(e) such other matters required by law with
respect to dividends and/or reinvestment.
5.2 Transfer Statement: Within five Business Days of
the Transfer Date, LIC will send to each Participant
a statement detailing in respect of that Participant:
(a) the Net Proceeds of the cash dividend to be
reinvested as referred to in clause 5.1(b)
above;
(b) the number of Plan Shares the Participant has
acquired under the Relevant Acquisition;
(c) the average price of the Plan Shares acquired
by the Participant under the Relevant
Acquisition; and
(d) the amount (if any) paid or credited to the
Participant pursuant to clause 4(f) above.
6. No Costs to Participants / Retention of Interest
(a) No brokerage or commission costs will be payable
by Participants in respect of the Plan Shares they
receive under the Plan subject to the following
clause.
(b) Amounts received by way of interest on moneys
held by the Approved Holding Entity or the Broker
in the course of administering and operating the
Plan shall be paid to LIC and LIC shall be entitled

8
to retain those amounts to meet expenses of LIC in
relation to the Plan.
7. Termination of Participation by Participant
(a) A Participant may at any time, by giving written
notice to LIC terminate his, her or its participation
in the Plan.
(b) If a Participant disposes all of its holdings of Shares
without first giving written notice to LIC terminating
the Participant’s participation in the Plan, the
Participant will be deemed to have terminated its
participation in the Plan from the date LIC registers
a transfer of those Shares.
(c) Termination under clause 7(a) above will take effect
not later than 20 Business Days after LIC receives
the written notice pursuant to that clause and shall
apply with respect to dividends paid (whether to
the Participant or to the Approved Holding Entity)
more than 20 Business Days after receipt of that
written notice, unless LIC advises otherwise in
writing.
(d) If a Participant dies, receipt by LIC of a notice of
death in a form acceptable to LIC will be treated
as notice under clause 7(a) above. Death of one
of two or more joint holders will not automatically
terminate participation.
(e) Receipt by LIC of a written notice of company
in liquidation or the winding up for a trust will be
treated as a notice under clause 7(a) above.
8. Modification, Suspension and Termination by LIC
(a) Subject to clause 8(c) below, LIC’s Board may, in its
sole discretion, at any time:
(i) terminate or modify the Plan. If the Plan is
modified, then a Participation Application will
be deemed to be a Participation Application
under the Plan as modified, unless such
Participation Application is subsequently
withdrawn by the Participant; or
(ii) suspend the operation of the Plan so that it
will not apply to the whole or part of any
dividends and in that case the dividend or the
balance of the dividend (as the case may
be so) will be paid in cash or credited to the
shareholder’s LIC debtor account; or

9
(iii) resolve that in the event of the subdivision,
consolidation or reclassification of Shares into
one or more new classes of Shares, a
Participation Application will be deemed to be
a Participation Application in respect
of the Shares as subdivided, consolidated or
reclassified unless such Participation
Application is subsequently changed or
withdrawn by the Participant; or
(iv) determine that a Participation
Application will cease to be of any effect.
(b) Notice of any modification, suspension or
termination of the Plan will be given to all
Participants through the Participant’s nominated
email address and announced to the NZX via the
Market Announcement Platform.
(c) Notwithstanding the above, LIC shall not be
entitled in respect of a Relevant Acquisition to
exercise the powers set out in clause 8(a)(i) above
during the period from the Participation Cut
Off Date to the Transfer Date in respect of that
Relevant Acquisition, and LIC shall not be entitled
to suspend the operation of the Plan under clause
8(a)(ii) above during the period from the Effective
Date to the Transfer Date in respect of that
Relevant Acquisition, in each case other than as
necessary to ensure compliance with clause 10.1
below.
9. NZX
The Shares have been accepted for listing by NZX
and existing Shares are quoted on a NZX Market. LIC
will seek quotation of any Shares issued to meet the
requirements under this Plan on the NZX Market. NZX
accepts no responsibility for any statement in this Offer
Document.
10. No Inside Information
10.1 If Shares are to be issued by LIC under the Plan,
at the time the of setting the price at which those
Shares to be issued (including the Issuance Price
Setting Period), LIC must each 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 Shares if

10
the information were publicly available (“material
adverse information”).
10.2 In the event, that LIC has material adverse
information prior to instructing the Approved
Holding Entity and/or Broker to acquire Shares
under the Plan, LIC must suspend the Plan until the
next Record Date on which LIC issues a dividend.
If LIC suspends the Plan pursuant to this clause,
then LIC will pay cash for any dividend amounts to
the Participants for the duration that the Plan is
suspended (pursuant to clause 8(a)(ii)).
11. Governing Law
The Plan and its operation and these Terms and
Conditions will be governed by the laws of New
Zealand.
12. Tax Considerations
The following is current as at the date of this
Offer Document. It addresses only the position of
Shareholders that are New Zealand tax residents, but
not non-residents.
For New Zealand income tax purposes, Shareholders
who reinvest the Net Proceeds of their cash dividends
will be treated in the same way with respect to their
dividends as if they had not reinvested. The dividends
will generally be subject to resident withholding tax
(RWT) at the rate of 33%, but with a credit for any
imputation credits attached to the dividend.
Shareholders will receive the usual dividend statement
from LIC to assist in preparation of tax returns.
The summary above is, of necessity, general. It does
not take account of the circumstances of individual
Shareholders and the specific tax consequences to
them of their participation or non-participation in
the Plan, which may vary considerably. As noted, it
also does not address the position of non-resident
Shareholders. Shareholders should not seek to rely
on this general summary but should seek their own
tax advice. LIC does not accept any responsibility for

11
the financial or taxation effects of a Shareholder’s
participation or non-participation in the Plan.
13. Other Information
13.1 A copy of LIC’s most recent Annual Report and
financial statements complying with the Financial
Reporting Act 2013 are available free of charge on
request from:
The Company Secretary
Livestock Improvement Corporation Limited
Corner of Ruakura and Morrinsville Roads
Private Bag 3016
Hamilton
NEW ZEALAND
Email: shareregistry@lic.co.nz
13.2 LIC will ensure that:
(a) LIC’s website contains a description of the Plan
and its terms and conditions;
(b) LIC’s website contains a statement that Eligible
Persons may request from LIC (or LIC’s share
registrar) a copy of the most recent Annual Report
and financial statements (that comply with the
Financial Reporting Act 2013) of LIC; and
(c) LIC (or LIC’s share registrar) will, upon receiving
such a request from an Eligible Person, send the
document requested, free of charge, to the person
within five Business Days of LIC receiving such a
request.
13.3 LIC has taken all steps to be in compliance with
the relevant legislation and NZX Listing Rules.
However, LIC is not required to take any action, or
omit to take any action, under this Plan if it would
contravene the law or the NZX Listing Rules.
14. Defined Terms
The following words have these meanings in the Offer
Document:
“Acquisition Period” means the period during which
the Broker is instructed to acquire Shares under the
Plan, as provided in clause 4(c).

12
“Approved Holding Entity” means an entity appointed
by LIC to administer the Plan.
“Broker” means any NZX Firm appointed by the
Approved Holding Entity from time to time for the
purposes of the Plan.
“Business Day” means a day other than a Saturday,
Sunday or statutory holiday in New Zealand.
“Constitution” means the constitution of LIC.
“Dividend Payment Date” means the date of payment
of the relevant dividend by LIC.
“Effective Date” means, with reference to each
declaration of a dividend by LIC, the last date on
which any amount payable by LIC by way of dividend
pursuant to that declaration is paid by LIC to the
Approved Holding Entity for the purposes of the Plan.
“Eligible Person” means a person who, at 5.00pm on
the date specified by LIC for determining entitlement to
the relevant dividend,
(a) is the registered holder of Shares; and
(b) is a resident of New Zealand.
“Eligible Shares” means any Shares other than:
(a) Nil Paid Shares;
(b) any Shares held to meet the shareholding
requirement under the Constitution, for as
long as the Shareholder holds any Nil Paid
Shares; and
(c) any Shares over which LIC has a lien or charge
and in respect of which LIC has served a
sale notice on the holder in accordance with
LIC’s Constitution or other requirements of
law.
“LIC” means Livestock Improvement Corporation
Limited.
“Maximum Shareholding” is the maximum number
of Shares that may be held by an LIC Shareholder
pursuant to the Constitution.
“Net Proceeds” means, in relation to a cash dividend
payable or credited on a Participant’s Shares, the

13
cash component of that dividend (being the amount
excluding imputation credits, resident withholding
tax, or any other amount required to be withheld by
LIC in relation to the payment of the dividend that
the Participant would have received from LIC if the
Participant was not participating in the Plan).
“Nil Paid Shares” means any Shares issued by LIC on
which any amount remains unpaid.
“NZX Listing Rules” means NZX’s Listing Rules that
apply to all NZX issuers on the NZX Main Board.
“NZX Market” means a securities market operated by
NZX, such as the NZX Main Board.
“NZX” means NZX Limited.
“Offer” means the offer to Shareholders to participate
in the Plan, as set out in this Offer Document.
“Offer Document” means this document, as amended
from time to time in accordance with the Terms and
Conditions.
“Participant” means any Eligible Person who
has elected to participate in the Plan and whose
participation in the Plan has not been terminated in
accordance with the Terms and Conditions.
“Participation Cut Off Date” means the date
one Business Day after a Record Date for the
relevant dividend payment to non-participating LIC
Shareholders in the Plan.
“Participation Application” means a Participation
Application form accompanying the Offer Document as
approved by LIC from time to time.
“Plan” means the Livestock Improvement Corporation
Limited Dividend Reinvestment Plan established by
LIC on the Terms and Conditions set out in this Offer
Document.
“Plan Shares” means existing Shares acquired by the
Approved Holding Entity or the Broker and transferred
or to be transferred to Participants under the Plan.

14
“Record Date” means 5.00pm on the date fixed by LIC
for determining entitlement to the relevant dividend.
“Relevant Acquisition” means, with reference to the
dividends amount paid by LIC to the Approved Holding
Entity for the purposes of the Plan consequent upon a
declaration of a particular dividend, the acquisition of
Shares by the Approved Holding Entity or Broker using
that dividends amount.
“Shares” means ordinary shares in LIC.
“Shareholders” means holders of Shares.
“Terms and Conditions” means the terms and
conditions of the Plan as set out in this Offer Document
as amended from time to time.
“Transfer Date” means the date upon which Plan
Shares are transferred to Participants as provided in
clause 4(d) above.