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SEEKA UPDATES DIVIDEND REINVESTMENT PLAN OFFER DOCUMENT

Dividend1 August 2019SEKConsumer Staples

1 August 2019
SEEKA UPDATES DIVIDEND REINVESTMENT PLAN OFFER DOCUMENT

Seeka Limited (NZX:SEK) (Seeka) advises that it has, amended the terms of its Dividend

Reinvestment Plan (DRP). A copy of the updated DRP Offer Document accompanies this

announcement and can also be viewed via Seeka’s website, www.seeka.co.nz.

The amendment updates the DRP Offer Document for changes to the NZX Listing Rules that come

into effect on 1 January 2020.

Existing participants in the DRP do not need to take any action as a result of these changes as

their participation will continue. The Board advises that a 2% discount will apply to determine the

VWAP share price used in allotting any future DRP shares. In making this decision, the Board of

Seeka reserves the right to apply or not apply the DRP to any future dividends, and the right to

adjust the 2% discount.

Eligible shareholders who wish to participate in the DRP can complete a participation notice which

is available via Seeka’s website or from Seeka’s share registrar, Link Market Services Limited,

whose details are set out in the Offer Document and Seeka will shortly be distributing the Seeka

DRP Offer Document to non-participating shareholders.

ENDS

Stuart McKinstry

Chief Financial Officer

021 221 5583

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DIVIDEND REINVESTMENT PLAN
SEEKA LIMITED

OFFER DOCUMENT

1 August 2019

THIS DOCUMENT IS IMPORTANT

IF YOU DO NOT UNDERSTAND IT OR ARE IN ANY DOUBT AS TO HOW TO

ACT, YOU SHOULD CONSULT YOUR FINANCIAL ADVISER IMMEDIATELY.

CONTENTS
KEY FEATURES

SHARES IN PLACE OF CASH DIVIDENDS

The Seeka Limited Dividend Reinvestment Plan

provides you with an opportunity, at your election, to

invest some or all of the cash dividends payable on

your Shares in further Shares of the Company, instead

of receiving cash payments.

This is a convenient method for you to increase your

investment in the Company by acquiring further Shares

free of brokerage charges.

ELIGIBILITY

Subject to clause 3, all Shareholders are eligible to

participate in the Plan. Participation in the Plan is

entirely optional.

FULL OR PARTIAL PARTICIPATION

You may elect to participate in this Plan in respect

of all or part of your Shareholding provided that the

minimum number of Shares participating is the lesser

of 1,000 or the total number of Shares you hold.

SHARES AT OR BELOW MARKET PRICE

The Directors will fix the price at which Additional

Shares are to be issued. This price may be at, or at a

discount to, the market price (as determined by clause

7). No brokerage costs will be incurred.

STATEMENTS TO PARTICIPANTS

If you elect to participate in the Plan the Company

will send you, as soon as practical after each dividend

payment date, a statement containing details of your

total entitlement and the number of Additional Shares

issued to you under the Plan.

SHARES RANK EQUALLY

Shares issued under the Plan will from the date of issue

rank equally in all respects with each other and with

all other existing Shares on issue as at that date. The

Company will apply for quotation of Additional Shares

on the NZX Main Board.

FLEXIBLE JOINING AND WITHDRAWAL

ARRANGEMENTS

You can join the Plan, vary your participation, or

withdraw from the Plan at any time at your discretion.

DIRECTORS' DISCRETION

The Directors have complete discretion to terminate,

suspend or modify the Plan at any time.

1 Definitions

2 The offer

7 Tax considerations

8 Additional information

1SEEKA LIMITED | DIVIDEND REINVESTMENT PLAN
DEFINITIONS

ADDITIONAL SHARES

Shares issued under the Plan.

BUSINESS DAY

A day on which the NZX Main Board is open for trading.

COMPANY

Seeka Limited (Seeka).

CONSTITUTION

The Constitution of the Company.

DIRECTORS

The Board of Directors of Seeka Limited.

EX DATE

The first Business Day before the Record Date.

NOTICE OF CHANGE OR WITHDRAWAL

The Notice of Change or Withdrawal in the form

available from the Share Registrar or the Company upon

request

NZX MAIN BOARD

The main board equity security market operated by NZX

Limited.

PARTICIPANT

Any eligible Shareholder who has completed (and has

not withdrawn) a Participation Notice which has been

accepted by the Directors.

PARTICIPATING SHARE

A Share registered in the name of a Participant, the

dividends on which are subject to the Plan.

PARTICIPATION NOTICE

A Participation Notice accompanying this Offer

Document as approved by the Directors.

PLAN

The Seeka Limited Dividend Reinvestment Plan

established by the Directors pursuant to the Constitution

on the terms and conditions set out in this Offer

Document, as amended from time to time.

RECORD DATE

5.00 pm on the date fixed by the Directors for

determining entitlement to a dividend.

SHARE REGISTRAR

Link Market Services Limited.

SHARES

Ordinary shares of the Company.

DIVIDEND REINVESTMENT PLAN | SEEKA LIMITED2
THE OFFER

1. INTRODUCTION

1.1 Pursuant to the Constitution, the Directors have

approved the adoption of the Seeka Limited

Dividend Reinvestment Plan. The Plan enables

you, at your election, to invest some or all of the

cash dividend payable on your Shares in further

Shares in the Company, rather than receiving cash

payments. This Offer Document sets out the terms

and conditions of the Plan as determined by the

Directors.

1.2 This Offer Document is issued in compliance with

the Financial Markets Conduct Act 2013, which

exempts the Company from the need to issue a

product disclosure statement in respect of the Plan.

2. PARTICIPATION IN THE PLAN

2.1 Participation in the Plan is optional and, subject

to clause 3, open to all Shareholders. Participation

may be terminated, suspended or modified by the

Directors at any time in accordance with clause 10.

2.2 Minimum participation in the Plan is the lesser of

1,000 Shares or the total number of Shares held by

you.

2.3 Normal cash dividend payments will be made to

those Shareholders not participating in the Plan.

2.4 Any Shares over which the Company has a lien

or charge in accordance with the Constitution or

other requirements of law will not be eligible to

participate in the Plan.

3. OVERSEAS SHAREHOLDERS

3.1 The Directors, in their sole discretion, have

elected not to offer participation under the Plan

to Shareholders whose registered address is

outside New Zealand or Australia as the Directors

consider that to do so would risk breaching the

laws of places outside New Zealand and Australia

or it would be unreasonable having regard to the

associated costs of ensuring that the laws of those

places are complied with. The Directors may, in

their sole discretion, elect to amend this policy at

any time.

3.2 If you are not resident in New Zealand and hold

Shares through a New Zealand resident nominee

you should not allow your nominee to participate

in the Plan if participation in respect of your Shares

would be contrary to the laws of your country of

residence.

3.3 If you reside outside New Zealand and participate

in the Plan through a New Zealand resident

nominee you will be deemed to represent and

warrant to the Company that you can lawfully

participate in the Plan through your nominee. The

Company accepts no responsibility for determining

whether you are able to participate in the Plan

under laws applicable outside of New Zealand.

4. METHOD OF PARTICIPATION

4.1 Election to Participate in the Plan must be made

on the prescribed Participation Notice, which

accompanies this Offer Document.

4.2 You should complete the Participation Notice in

accordance with its instructions and mail, fax or

email the completed Participation Notice to the

Share Registrar:

Seeka Limited

c/- Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142

New Zealand


Fax: (09) 375-5990

Scan and email:

enquiries@linkmarketservices.co.nz

4.3 Subject to clause 4.4, participation will be

effective as to dividends payable in relation to the

first Record Date after receipt by the Company

of a correctly completed Participation Notice.

Participation will continue for all future dividends

to which the Plan applies in accordance with

this Offer Document (unless you vary your

participation in the Plan in accordance with clause

11).

3SEEKA LIMITED | DIVIDEND REINVESTMENT PLAN
4.4 Receipt by the Company of a correctly completed

Participation Notice within one Business Day after

the Record Date for a dividend will be effective as

to the dividend to which that Record Date relates.

5. DEGREE OF PARTICIPATION

5.1 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 from time to time.

(b) Partial Participation – If you elect partial

participation, only the number of Shares

nominated by you will be eligible for

participation in the Plan provided that at least

1,000 Shares are participating.

(c) Non-Participation – If you do not wish to

participate and you wish to receive dividends

or distributions in cash you are not required to

do anything.

5.2 Partial participation applies only to the number

of Shares nominated by the Participant in a

Participation Notice. However, if at the relevant

Record Date the number of Shares held by the

Participant is less than the nominated number of

Shares, then the provisions of the Plan will only

apply to such lesser number of Shares.

5.3 If the Participation Notice does not indicate the

degree of participation, it will be deemed by the

Directors to be an application for full Participation

provided it is otherwise correctly completed and

signed.

6. OPERATION OF THE PLAN

6.1 Issue of Additional Shares

The Directors will, on the day that a Shareholder

who has elected to participate in the Plan

would otherwise have been paid a dividend or

distribution, issue the Additional Shares to that

Shareholder in accordance with clause 7.

6.2 Terms of Issue and Ranking of Additional Shares

Additional Shares issued to Shareholders under the

Plan will be issued on the terms set out in this Offer

Document and, subject to the rights of termination,

suspension and modification set out in clause 11,

will not be issued on any other terms and will all be

subject to the same rights as each other.

The Additional Shares issued to Shareholders

under the Plan will, from the date of issue, rank

equally in all respects with each other and with all

other Shares of the Company on issue as at that

date.

6.3 NZX Main Board Listing

The Shares are currently quoted on the NZX Main

Board under the stock code ‘SEK’. The Company

will apply for quotation of Additional Shares on

the NZX Main Board. It is expected that such

Additional Shares will be quoted on the NZX Main

Board on the completion of allotment procedures.

NZX does not accept responsibility for any

statement in this Offer Document.

7. ADDITIONAL SHARE ENTITLEMENT

7.1 If you elect to participate in the Plan, the number of

Additional Shares to be issued to you will be:

(a) based on the amount of the dividend or

distribution you would otherwise have

received; and

(b) calculated on the basis that the issue price of

the Additional Shares will be a set percentage

of the market price of Shares as determined in

accordance with the formula set out in clause

7.2, where such percentage of the market

price is determined from time to time by the

Directors at their absolute discretion.

7.2 If you elect to participate in the Plan, the number

of Shares to be issued to you will be calculated in

accordance with the following formula:


N =

S x D

C x ( 1 - P )

Where:

N is the number of Additional Shares to be issued

to a Participant;

DIVIDEND REINVESTMENT PLAN | SEEKA LIMITED4
S is the number of Participating Shares

registered in the name of the Participant at the

Record Date;

D is the net amount after deduction of any New

Zealand or other withholding taxes (expressed

in cents and fractions of cents) per Share,

which would otherwise have been payable to

the Participant in cash if a Participation Notice

had not been given or deemed to have been

given by the Participant;

C is (subject to clause 7.3) the volume weighted

average sale price of Shares on the NZX Main

Board over the 15 Business Days from and

including the Ex Date; and

P is the percentage discount determined by the

Directors from time to time at their absolute

discretion, provided that such percentage

discount (if any) shall not exceed 5%. This

discount will be announced at the same time

as the relevant dividend is announced.

7.3 The price determined for the purposes of item C

in the formula in clause 7.2 may be adjusted by

the Directors in such manner as they consider

appropriate to take account of any event occurring

during the period of 15 Business Days referred to

in that clause, or any circumstances which in the

opinion of the Directors are exceptional or unusual.

If in the opinion of the Directors the number or

volume of sales which have taken place during

that period are such that a fair price of Shares

cannot be determined on the basis of those sales,

the Directors may fix the price for the purposes

of item C in such other manner as they consider

appropriate.

7.4 Where the number of Additional Shares calculated

in accordance with the formula in clause 7.2

includes a fraction, then the number of Additional

Shares to be acquired by a Participant will be the

nearest whole number. If such fraction is exactly

one half, that number of Shares will be rounded

up to the next whole number. Any net amount per

Share as described as D in clause 7.2 which are not

applied to acquire an Additional Share because of

the application of this clause 7.4 will be retained

by the Company for its sole benefit and will not

be refunded or paid to a Participant, or held by

the Company or the Share Registrar on behalf of a

Participant.

7.5 The Directors must ensure that:

(a) at the time the price of Additional Shares is

set, the Company 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 the information

were publicly available; and

(b) subject to clause 3, every holder of Shares to

whom Additional Shares are offered is given a

reasonable opportunity to accept the offer; and

(c) the Additional Shares issued to each holder of

Shares are:

(i) issued on the terms disclosed to the

holder; and

(ii) subject to the same rights as the Additional

Shares issued to all holders of Shares who

agree to receive Additional Shares.

7.6 The Plan will not operate in relation to a dividend to

the extent that the allotment or issue of Additional

Shares under the Plan would breach any applicable

law, the NZX Listing Rules or any provision of the

Constitution. To the extent that the Plan does not

operate for such reason, 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.

8. STATEMENTS TO PARTICIPANTS

The Company will send to each Participant, on each

dividend payment date, a statement detailing in respect

of that Participant:

(a) the number of Participating Shares as at the

relevant Record Date;

(b) the amount of cash dividend used to subscribe

for Shares and the amount paid in respect of

Participating Shares and non-Participating

Shares (if applicable);

5SEEKA LIMITED | DIVIDEND REINVESTMENT PLAN
(c) the amount of any taxation deductions or

withholding tax in respect of the cash dividend;

(d) the issue price and number of Shares acquired

under the Plan;

(e) advice as to the amount of any imputation or

taxation credits in respect of the cash dividend;

and

(f) such other matters required by law with

respect to dividends and/or investments.

9. COSTS TO PARTICIPANTS

There are no charges for participation in or withdrawal

from the Plan.

No brokerage or commission costs will be payable by a

Participant in respect of the issue of Additional Shares

under the Plan.

10. SOURCE OF ADDITIONAL SHARES

Additional Shares to be acquired by Participants under

the Plan may, at the Directors’ discretion, be:

(a) new Shares issued by the Company; or

(b) existing Shares acquired by a nominee or agent

of the Company; or

(c) existing Shares acquired by the Company by

means of a Share repurchase; or

(d) any combination of (a), (b) and (c) above.

Any Share repurchase will be subject to the requirements

of the Constitution, the NZX Listing Rules and other

applicable laws.

11. TERMINATION, SUSPENSION OR MODIFICATION

OF PLAN

11.1 The Board may, in its discretion, at any time

terminate, suspend or modify the Plan. If the

Plan is modified, then a Participation Notice will

be deemed to be a Participation Notice under

the Plan as modified unless that Participation

Notice is varied or withdrawn by the Participant in

accordance with clause 11.4.

11.2 Notice of any termination, suspension or

modification by the Company will be announced to

NZX Limited. The Company is not required to send

written notice of any termination, suspension or

modification to Participants.

11.3 Notwithstanding clauses 11.1 and 11.2, the Company

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.

11.4 A Participant may at any time, by completing and

sending to the Company a Notice of Change or

Withdrawal;

(a) increase or decrease the number of

Participating Shares participating in the Plan;

or

(b) terminate participation in the Plan.

Such alteration or termination will take effect

immediately upon receipt by the Share Registrar

of a Notice of Change or Withdrawal. A properly

completed Notice of Change or Withdrawal will

need to be received by the Share Registrar prior

to a Record Date in order for that variation to be

effective in respect of dividends payable in relation

to that Record Date.

11.5 If a Participant dies, participation by that

Shareholder will be terminated upon receipt by the

Company of a notice of death in a form acceptable

to the Company. Death of one of two or more

joint holders will not automatically terminate

participation.

12. REDUCTION OR TERMINATION OF

PARTICIPATION WHERE NO NOTICE GIVEN

12.1 Where a Participant with partial participation

disposes of part of its holding of Shares then,

unless the Participant advises the Company

otherwise:

DIVIDEND REINVESTMENT PLAN | SEEKA LIMITED6
(a) the Shares disposed of will be deemed to be

non-Participating Shares from the date the

Company registers a transfer of such Shares;

and

(b) if the number of Shares disposed of is more

than the number of the Participant's Shares not

participating in the Plan, the disposal will be

deemed to include all the Participant's Shares

not participating in the Plan, and the balance, if

any, will be attributed to Participating Shares.

12.2 If a Participant with full participation disposes of

part of his or her shareholding without giving the

Company notice of termination of participation

in the Plan, the Participant will be deemed to

have terminated Participation with respect to the

disposed of Shares from the date the Company

registers a transfer of such Shares.

12.3 If a Participant disposes of all of his or her Shares

without giving the Company notice of termination

of participation, the Participant will be deemed to

have terminated his or her Participation in the Plan

from the date the Company registers a transfer of

such Shares.

13. DIRECTORS' DISCRETION

13.1 The Directors may at any time and from time to

time at their sole discretion resolve:

(a) the price at which additional Shares are to be

issued, including whether the price will contain

a discount to market price;

(b) that participation in the Plan will be suspended

or will not apply to the whole or a part of any

dividend and that the dividend or the balance

of the dividend (as the case may be) will be

paid in cash;

(c) that a Participation Notice will cease to be of

any effect;

(d) that the terms and conditions of the Plan be

modified or terminated. If the plan is modified,

then a Participation Notice will be deemed to

be a Participation Notice under the Plan as

modified unless such Participation Notice is

subsequently changed or withdrawn by the

Participant; and

(e) in the event of the subdivision, consolidation

or reclassification of Shares into one or more

new classes of shares, that a Participation

Notice will be deemed to be a Participation

Notice in respect of the Shares as subdivided,

consolidated or reclassified unless such

Participation Notice is subsequently changed

or withdrawn by the Participant.

14. GOVERNING LAW

The Plan, its operation and this Offer Document will be

governed by the laws of New Zealand.

7SEEKA LIMITED | DIVIDEND REINVESTMENT PLAN
This section reflects the relevant New Zealand tax law as

at the date this Offer Document was prepared, and, as

such, is 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, you should consult your

own tax adviser as to the taxation implications of the

Plan. The Company does not accept any responsibility

for the financial or taxation effects of your participation

or non-participation in the Plan.

For New Zealand tax purposes, New Zealand resident

Shareholders who reinvest the net proceeds of their cash

dividends to acquire Additional Shares via participation

in the Plan should be treated in the same way as if they

had not participated. This means that New Zealand

resident Shareholders who participate in the Plan should

derive dividend income of the same amount that they

would have derived had they not participated (i.e. they

will be treated as receiving a taxable dividend from the

Company which is then applied to acquire Additional

Shares under the Plan).

The dividend treated as being received, together with

the amount of any attached imputation credits, will be

taxable to the Shareholders at their respective marginal

tax rates. The Company may deduct resident withholding

tax from the dividend. Where the dividend paid by

the Company carries imputation credits, the resident

withholding tax liability will be reduced by the amount of

the imputation credits.

TAX CONSIDERATIONS

DIVIDEND REINVESTMENT PLAN | SEEKA LIMITED8
SEEKA LIMITED SHARES

The following is a summary of the material rights,

privileges, restrictions and conditions attaching to the

Shares as at the date of this Offer Document.

THE SHARES

Each Share confers on the applicable Shareholder the

right to:

• attend and vote at meetings of Shareholders,

including the right to cast one vote on a poll

on any ordinary or special resolution, including

(but not limited to) a resolution to:

- appoint or remove a Director or the

auditor;

- alter the Constitution;

- approve a major transaction (as that term

is defined in the Companies Act 1993);

- approve an amalgamation of the Company

under the Companies Act 1993; and

- put the Company into liquidation;

• receive an equal share in dividends and other

distributions that may be paid by the Company

in respect of the Shares. Dividends may only be

paid if the Company meets the requirements of

the ‘solvency test’ as defined in the Companies

Act 1993;

• receive an equal share in the distribution of

surplus assets in a liquidation of the Company;

• be sent certain information, including notices

of meetings and company reports, sent to

Shareholders generally; and

• exercise all other rights that are conferred on

Shareholders by the Companies Act 1993 and

the Constitution.

LIQUIDATION

In the event of liquidation of the Company, all creditors

of the Company (secured and unsecured) will rank ahead

of Shareholders’ claims. After all such creditors have

been paid, any remaining assets will be available for

distribution between all Shareholders who rank equally

among themselves. There may not be sufficient surplus

assets for Shareholders to recover all or any of their

investment in Shares.

DIVIDEND POLICY

The Company’s intention is to declare dividends each

financial year. The annual dividend payment will not

exceed 75% of operating cash flow net of maintenance

capital investment and contracted debt reduction.

The Company intends to pay dividends in two tranches,

normally in March and September, and announced in

conjunction with the release of the half year and full year

results.

The Directors reserve the right to amend the policy

at any time. Each dividend will be determined by

the Directors after due consideration of the capital

requirements, operating performance, financial position

and cash flows of the company at the time.

A copy of the Company’s current dividend policy can be

found on its website at

www.seeka.co.nz/dividend-policy.

OTHER TERMS OF THE PLAN

All terms and conditions of the Plan, and of the Shares

being offered under the Plan, are set out in this Offer

Document other than those implied by law and those

contained in the Constitution. The Constitution can be

downloaded from the Companies Office website at

www.business.govt.nz/companies and the Company’s

website at www.seeka.co.nz.

FINANCIAL STATEMENTS AND ANNUAL REPORTS

Copies of the most recent Annual Report and Financial

Statements of the Company, complying with the

Financial Markets Conduct Act 2013 (and any auditor's

report of those Financial Statements), may be obtained

by Shareholders free of charge from the registered

office of the Company at 6 Queen Street, Te Puke , New

Zealand.

An electronic copy of these reports can be downloaded

from the Company’s website at www.seeka.co.nz.

ADDITIONAL INFORMATION

9SEEKA LIMITED | DIVIDEND REINVESTMENT PLAN
EXECUTION

This Offer Document has been signed by (or by a duly authorised agent of) each of the Directors of the Company who are:

Fred Hutchings Martyn Bric

John Burke Peter Ratahi Cross

Amiel Diaz Cecilia Tarrant

Ashley Waugh

Seeka Limited
PO Box 47, Te Puke 3153

Seeka.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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