SEEKA UPDATES DIVIDEND REINVESTMENT PLAN OFFER DOCUMENT
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
---
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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