Share Purchase Plan Offer Opens
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IMMEDIATE – 5 May 2020
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This is an important document. You should
read the whole document before deciding
whether to subscribe for shares. If you have
any doubts as to what you should do, please
consult your broker, financial, investment or
other professional adviser.
This Offer Document may not be distributed
outside New Zealand.
NOT FOR RELEASE OR DISTRIBUTION
IN THE UNITED STATES
Go to www.shareoffer.co.nz/investore
for more information and to apply online.
5 May 2020
Share
Purchase Plan
Offer Document
Contents
Important Information
Chair’s Letter
Key Details
Key Dates
Questions and Answers
Terms and Conditions
Glossary
Directory
1
3
5
6
7
11
14
16
Investore Property Limited Share Purchase Plan Offer
1
Important
Information
General information
This Offer Document has been prepared by Investore
Property Limited (Investore) in connection with an offer
of new ordinary shares (Offer Shares) under a share
purchase plan (the Offer).
The Offer is made to Eligible Shareholders under the
exclusion in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 (FMCA) and in reliance on a
class waiver and ruling issued by NZX Regulation dated
19 March 2020 and a waiver issued by NZX Regulation in
favour of Investore dated 29 April 2020. The effect of the
NZX Waivers in the context of the Offer is to amend the
definition of ‘Share Purchase Plan’ under the Listing Rules
to permit an offer of NZ$50,000 to each registered holder
(or beneficial holder) in New Zealand under the Offer
without shareholder approval.
This Offer Document is not a product disclosure statement
or prospectus for the purposes of the FMCA or any other
law, and does not contain all of the information which
may be required in order to make an informed investment
decision about the Offer or Investore.
Further important information
A presentation providing further important information in
relation to Investore and the Offer has been published by
Investore on 29 April 2020 (the Investor Presentation).
A copy of the Investor Presentation and other information
released on 29 April 2020 are available at www.nzx.com
under the ticker code “IPL”.
The Investor Presentation describes the rationale for the
Offer and explains in more detail the expected impact of
the Offer on Investore’s financial position, including a non-
exhaustive summary of certain key risks associated with
Investore and the Offer.
You should read the Investor Presentation in full, as it
contains important information to assist you in making an
investment decision in respect of the Offer. In particular,
you should read and consider pages 19 and 20 of the
Investor Presentation (Key risks) before making an
investment decision.
Additional information available under
continuous disclosure obligations
Investore is subject to continuous disclosure obligations
under the Listing Rules. Market releases by Investore are
available at www.nzx.com under the ticker code “IPL”.
You are strongly cautioned not to place undue reliance
on any forward-looking statements such as indications of,
and guidance on, future earnings and financial position
and performance in any market releases made by
Investore, particularly in light of the current economic
climate and the significant volatility, uncertainty and
disruption caused by the outbreak of COVID-19.
In particular, Investore recommends that you read its
market announcements (together with the materials
attached to those announcements) regarding:
• the Offer released on 29 April 2020 (including
the Investor Presentation accompanying that
announcement);
• the update on Investore’s property valuations,
acquisition and other business update released on
28 April 2020;
• the business update released on 27 March 2020; and
• Investore’s most recent annual report (for the year
ended 31 March 2019) and its interim report (for the
six months ended 30 September 2019), noting that
these documents were published prior to the outbreak
of COVID-19.
Investore may, during the Offer, make additional releases
to NZX. Shareholders should monitor Investore’s market
announcements during the period of the Offer.
No release by Investore to NZX will permit an applicant
to withdraw any previously submitted Application without
Investore’s prior written consent, whether or not there has
been any permissible variation of the Offer.
Market risk
The market price for the Shares may change materially
between the date this Offer opens, the date you apply for
Offer Shares under the Offer, and the date on which the
Shares are allotted to you. This is particularly the case
given the wide fluctuations and volatility in the share
prices for many listed companies in recent times due to
the continuing impacts of COVID-19. There is no certainty
that this recent volatility will not continue or worsen, which
could have a materially adverse impact on the share price
for Investore. Accordingly:
• the price paid for Offer Shares may be higher or
lower than the price at which Shares are trading on the
NZX Main Board at the time Shares are issued under
the Offer;
• the market price of Offer Shares following allotment
may be higher or lower than the Issue Price; and
Investore Property Limited Share Purchase Plan Offer
2
• it is possible that up to or after the Allotment Date you
may be able to buy Shares at a lower price than the
Issue Price.
Withdrawal and date changes
Subject to compliance with all applicable laws, Investore
reserves the right at its absolute discretion to withdraw all
or any part of the Offer and to alter the dates set out in this
Offer Document.
Non-Standard designation
Investore has been designated as a “Non-Standard” (NS)
issuer by NZX Limited (NZX).
Offering restrictions
This Offer Document is intended for use only in connection
with the Offer to Eligible Shareholders with a registered
address in New Zealand. This Offer Document does not
constitute an offer or invitation in any place in which, or to
any person to whom, it would not be lawful to make such
an offer or invitation.
No action has been taken to permit a public offering of the
Offer Shares in any jurisdiction outside New Zealand. The
distribution of this Offer Document in a jurisdiction outside
New Zealand may be restricted by law and persons who
come into possession of it (including nominees, trustees or
custodians) should seek advice on and observe any such
restrictions. Any failure to comply with such restrictions
may contravene applicable securities law. Investore
disclaims all liability in respect of any such contravention
by any other person.
No person may subscribe for, purchase, offer, sell,
distribute or deliver the Offer Shares, or be in possession
of, or distribute to any other person, any offering material
or any documents in connection with the Offer Shares, in
any jurisdiction other than in compliance with all applicable
laws and regulations. Without limiting the foregoing, this
Offer Document may not be sent into or distributed in the
United States.
Decision to participate in the Offer
The information in this Offer Document does not constitute
a recommendation to acquire or invest in Offer Shares
and is not financial product advice to you or any other
person. This Offer Document has been prepared without
taking into account your investment objectives, financial or
taxation situation or particular needs or circumstances.
Before deciding whether to invest in Offer Shares, you
must make your own assessment of the risks associated
with an investment in Investore (including the inherent
uncertainties as to the impact of COVID-19 and the
summary of key risks on pages 19 and 20 of the Investor
Presentation (Key risks)), and consider whether such an
investment is suitable for you having regard to publicly
available information (including the Investor Presentation),
your personal circumstances and following consultation
with a financial or other professional adviser. Please read
this Offer Document carefully and in full before making
that decision.
No guarantee
No person named in this Offer Document (nor any other
person) guarantees the Offer Shares to be issued pursuant
to the Offer or warrants the future performance of
Investore or any return on any investment made pursuant
to this Offer Document.
Privacy
Any personal information you provide in your Application
will be held by Investore and/or the Registrar at the
addresses set out in the Directory. Investore and/or the
Registrar may store your personal information in electronic
format, including in online storage on a server or servers
which may be located in New Zealand or overseas. This
information will be used for the purposes of administering
your investment in Investore.
This information will only be disclosed to third parties with
your consent or if otherwise required by law. Under the
Privacy Act 1993, you have the right to access and correct
any personal information held about you.
Enquiries
Enquiries about the Offer can be directed to an NZX
Primary Market Participant, or your solicitor, accountant or
other professional adviser. If you have any questions about
how to apply online or complete the Application Form,
please contact the Registrar as set out in the Directory.
Times, currency and laws
Unless otherwise stated, all references in this Offer
Document to times and dates are to times and dates
in New Zealand, all references to currency are to New
Zealand dollars, and all references to applicable statutes
and regulations are references to New Zealand statutes
and regulations.
Defined terms
Capitalised terms used in this Offer Document have the
specific meaning given to them in the Glossary at the back
of this Offer Document or in the relevant section of this
Offer Document.
Investore Property Limited Share Purchase Plan Offer
3
Investore equity raising
On 29 April 2020 we announced plans to raise approximately NZ$100 million of new equity through a placement
of new shares (Placement) of NZ$85 million and a share purchase plan (the Offer) of up to NZ$15 million (with the
ability to accept up to NZ$5 million of additional applications at Investore’s discretion) (the Capital Raising).
The Placement was completed on 29 April 2020 and successfully raised NZ$85 million.
On behalf of the Board, it is my pleasure to invite you to participate in the Offer. This opportunity gives all eligible
shareholders in New Zealand the opportunity to purchase up to NZ$50,000 of new shares (Offer Shares) in
Investore (subject to scaling if total demand exceeds our requirements) without incurring brokerage or other
transaction costs, at a price to be determined, as described in the section of this Offer Document titled Key Details
on page 5.
The new shares are expected to be allotted on or around 20 May 2020. They will rank equally with existing shares at
that date and will be eligible for any dividends declared by Investore after the allotment date.
If you do not participate in the Offer, your percentage shareholding in Investore will be diluted. Even if you do
participate in the Offer, your percentage shareholding in Investore may be diluted.
Purpose of Capital Raising
The Capital Raising is being undertaken to provide funding flexibility to continue Investore’s strategy to grow its
portfolio, positioning it well to secure investment opportunities that may arise, and continue its objective of maximising
distributions and total returns to shareholders over the medium to long term.
Investore’s focus on large format retail property has meant it has a resilient portfolio in the current environment, with
a high proportion of Investore’s tenants comprising “Essential Businesses” based on the advice published by the
Government on the covid19.govt.nz website. These Essential Businesses have been permitted to remain open and
trading at all COVID-19 alert levels to date. Of those tenants who have been required to close under Alert Level 4,
only a limited number are contractually entitled to a reduction in or abatement of their rent.
This resilience means that Investore is well placed to withstand the impacts of COVID-19 on it and its business.
Following completion of the Capital Raising, and assuming gross proceeds of NZ$100 million is raised under the
Offer, Investore will have a pro forma loan to value ratio of 30.9% (taken as at 31 March 2020, assuming the Capital
Raising had been completed at that date and Investore had settled the acquisition of three assets from
Stride Property Limited as at that date - settlement occurred on 30 April 2020). Investore expects, following the
Capital Raising, to have over NZ$143 million of bank facility head room available, enabling Investore to continue its
growth strategy and support its commitment to maximise distributions and total returns to investors over the medium
to long term.
Impact of COVID-19
While Investore’s portfolio is well placed to weather the impacts of COVID-19, it is not immune to these impacts
and to the impact of the general economic climate. Investore will continue to respond to the challenges facing it,
but there is no certainty as to the severity or likelihood of any unforeseen impacts arising as a result of COVID-19,
nor whether any mitigating action can be taken or, if taken, will be effective. Investors should consider the risk of
COVID-19 and other risks when deciding whether to invest in additional Shares in Investore as part of this Offer.
Chair’s Letter
Dear Shareholder,
Investore Property Limited Share Purchase Plan Offer
4
For more information on the risks associated with COVID-19 and certain other key risks affecting Investore’s
business, shareholders should read the Investor Presentation and particularly pages 19 and 20 (Key risks) which
sets out a description of these key risks.
How you can participate in the Offer
Participation in the Offer is optional, and shareholders have the option to apply for as many or as few Offer Shares
as they want, up to the cap of NZ$50,000 per shareholder. If the Offer is oversubscribed, applications will be
scaled by reference to existing shareholdings on 28 April 2020 (being the Record Date for the Offer). We encourage
you to read the Offer Document and seek investment advice from a suitably qualified professional adviser before you
consider investing.
If you decide to participate in the Offer, please complete either the physical Application Form accompanying this
Offer Document or an online application at www.shareoffer.co.nz/investore by 5.00pm (NZ time) on 14 May 2020.
Online applications at www.shareoffer.co.nz/investore are strongly encouraged given the likelihood of delays with
the postal system at this time.
Instructions on how to make payment can be found in the Application Form and Offer Document or on the Offer
website at www.shareoffer.co.nz/investore.
Further information
We encourage you to read through all of Investore’s recent announcements, particularly the Investor Presentation
and other materials released on 29 April 2020 at www.nzx.com under the ticker code “IPL”. In particular, you should
read and consider pages 19 and 20 of the Investor Presentation (Key risks) for a non-exhaustive summary of certain
key risks associated with Investore and the Offer, including the inherent uncertainties as to the impact of COVID-19,
before making an investment decision. You can also access information, including the Investor Presentation and
announcements regarding the Offer, on the following website at www.shareoffer.co.nz/investore.
If you have any questions about the Offer or how to complete your Application Form, please call the Investore
Offer Information Line on 0800 650 034 (toll free within New Zealand) from 8.30am to 5.00pm Monday to Friday
(excluding public holidays), or contact your financial adviser or other professional adviser.
The directors of Investore who are shareholders in the company have all indicated that they intend to participate in
the Offer.
On behalf of the Board, thank you for your continued support, and we welcome your consideration of, and
participation in, the Offer. We hope for the good health and wellbeing of all our shareholders during this
challenging time.
Yours sincerely,
Mike Allen
Chair
Investore Property Limited
Investore Property Limited Share Purchase Plan Offer
5
Key Details
Equal participation
Each Eligible Shareholder has the right to apply for the same dollar amount
of Offer Shares and on the same terms and conditions as each other Eligible
Shareholder.
Application amount
You can apply for a dollar amount of Offer Shares up to a maximum value of
NZ$50,000 of Offer Shares.
Investore is accepting Applications for up to NZ$15 million of Offer Shares
in aggregate (with the ability to accept up to NZ$5 million of additional
Applications at Investore’s discretion). Applications may need to be scaled
depending on the Applications received. Any scaling of Applications will be
carried out in accordance with clause 9 of the Terms and Conditions.
Issue Price
The lower of:
(a) NZ$1.65 per Offer Share (representing a 6.8% discount to Investore’s
closing share price of NZ$1.77 on NZX on 28 April 2020 (being the last
trading day before the Placement was announced) and which is the same
price paid by investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the
Shares over the five business day period prior to the Closing Date.
No underwriting
The Offer is not underwritten.
When to apply
Applications must be received by 5.00pm (NZ time) on the Closing Date
(14 May 2020, unless extended).
How to apply
Eligible Shareholders may apply online at www.shareoffer.co.nz/investore
or by completing and returning the personalised Application Form
accompanying this Offer Document together with payment, in accordance
with the instructions.
Eligible Shareholders are strongly encouraged to apply online at
www.shareoffer.co.nz/investore given the likelihood of delays with
the postal system at this time.
Receiving your Offer Shares
You will receive your Offer Shares on the Allotment Date (20 May 2020,
unless extended).
Countdown, Rolleston
Investore Property Limited Share Purchase Plan Offer
6
Key Dates
*
5.00pm on 28 April 2020
Record Date
The date on which Eligible Shareholders
are determined.
5 May 2020
Opening Date
Offer documents sent to Eligible Shareholders.
Offer opens.
14 May 2020
Closing Date
Offer closes. Applications (with payment)
must be received by 5.00pm.
15 May 2020
Issue PriceIssue Price announced.
20 May 2020
Allotment Date and
commencement of trading
on the NZX Main Board
Offer Shares are expected to be allotted and
commence trading on the NZX Main Board.
25 May 2020
Despatch Date
Transaction confirmation despatched to
participating Eligible Shareholders.
DateEvent
* Subject to the Listing Rules. Investore reserves the right to alter the key dates, subject to applicable laws and the Listing Rules.
Investore reserves the right to withdraw the Offer at any time prior to the issue of the Offer Shares at its absolute discretion.
Investore Property Limited Share Purchase Plan Offer
7
These Questions and Answers are a summary only and
you should refer to the attached Terms and Conditions for
further information.
1. What is the Offer?
The Offer allows Eligible Shareholders to purchase
Offer Shares without incurring brokerage or other
transaction costs. Investore is inviting Applications for
up to NZ$15 million of Offer Shares in aggregate (with
the ability to accept up to NZ$5 million of additional
Applications at Investore’s discretion).
All Offer Shares will be of the same class as, and rank
equally with, all Shares currently on issue. It is a term
of the Offer that Investore will take any necessary
steps to ensure that the Offer Shares are immediately
after issue quoted on the NZX Main Board.
2. What will the proceeds be used for?
The Offer, together with the Placement, is being
undertaken to provide funding flexibility to continue
Investore’s strategy to grow its portfolio, positioning it
well to secure investment opportunities that may arise,
and continue its objective of maximising distributions
and total returns to shareholders over the medium to
long term.
The proceeds of the Capital Raising will be used, in the
immediate term, to repay bank debt, providing over
NZ$143 million of bank facility head room to enable
Investore to continue its growth strategy and support
its commitment to maximise distributions and total
returns over the medium to long term.
3. Am I eligible?
You are eligible to participate in the Offer if you are a
shareholder of Investore and:
(a) you were registered as a holder of fully paid
Shares at 5.00pm (NZ time) on the Record Date,
which was 28 April 2020;
(b) your registered address is in New Zealand; and
(c) you are not a U.S. Person or acting on behalf of a
U.S. Person.
Any failure to comply with the above restrictions
may contravene applicable securities law. Investore
disclaims all liability in respect of any contraventions
by such persons.
4. What is the price of the Offer Shares?
The Issue Price is the lower of:
(a) NZ$1.65 per Offer Share (representing a
6.8% discount to Investore’s closing share price
of NZ$1.77 on NZX on 28 April 2020 (being
the last trading day before the Placement was
announced) and which is the same price paid by
investors in the Placement); and
(b) a 2.5% discount to the volume weighted
average market price of the Shares over the five
business day period prior to the Closing Date.
The Issue Price will be fixed as at 5.00pm (NZ time) on
14 May 2020 (being the Closing Date) and is expected
to be announced through NZX on 15 May 2020.
5. How many Offer Shares can I purchase?
Eligible Shareholders may elect to apply for a dollar
amount of Offer Shares up to a maximum value of
NZ$50,000.
Investore is accepting Applications for up to
NZ$15 million of Offer Shares in aggregate (with
the ability to accept up to NZ$5 million of additional
Applications at Investore’s discretion). Applications
may need to be scaled depending on the Applications
received. Any scaling of Applications will be carried
out in accordance with clause 9 of the Terms and
Conditions.
You must make payment by way of electronic funds
transfer to Investore in New Zealand dollars for the
value applied for.
6. Are there any conditions to the Offer?
No. However, Investore reserves the right to terminate
the Offer at any time prior to the issue of Offer Shares
on the Allotment Date.
If the Offer is cancelled for any reason, all Application
monies will be returned to you and no Offer Shares will
be allotted under the Offer. No interest will be payable
on any monies returned to you. Refunds will not be
paid for any difference arising solely due to rounding
or where the aggregate amount of the refund payable
to you is less than NZ$5.00.
Questions
and Answers
Investore Property Limited Share Purchase Plan Offer
8
7. What if I own Shares through a trustee
or custodian?
If you own Shares through a trustee or custodian, then
subject to certain certification requirements and other
conditions, you may instruct the trustee or custodian
to purchase Offer Shares on your behalf, up to the
NZ$50,000 limit.
If you own Shares through a trustee or custodian and
also own Shares in your own name, then you may
either purchase Offer Shares yourself or instruct your
trustee or custodian to purchase Offer Shares on your
behalf. You may not do both.
If you are a custodian or hold Shares through a
custodian, please refer to clause 4 of the Terms
and Conditions.
8. What about joint holders?
Joint holders are treated as a single shareholder under
the terms of the Offer. As a group, they can apply for a
dollar amount of Offer Shares up to a maximum value
of NZ$50,000.
9. Do I have to participate?
No. Participation is entirely voluntary.
10. Will my shareholding be diluted if I do not
participate?
If you choose not to participate in the Offer, your
shareholding percentage in Investore will be diluted.
For example, assuming that NZ$100 million is raised
under the Placement and the Offer (taking into
account the NZ$85 million of Shares to be issued
under the Placement and assuming an amount to be
raised in the Offer of NZ$15 million (i.e., assuming
Investore does not exercise its discretion to accept
up to NZ$5 million of additional Applications) is
fully subscribed and the Offer Shares are issued at
NZ$1.65 per Offer Share), approximately 60,606,062
Shares will be issued and if you do not elect to acquire
any Offer Shares in the Offer, your shareholding will be
diluted by approximately 16.6%.
This dilution will relate only to your percentage
shareholding of Investore as the number of Shares
that you hold will not change as a result of not
participating in the Offer.
While Investore has attempted to make the Offer as
fair as possible for Eligible Shareholders by permitting
each Eligible Shareholder to apply for up to NZ$50,000
of Offer Shares, the Offer is not a pro-rata offer and,
even if you participate in the Offer, your shareholding
percentage in Investore may change. Whether your
shareholding in Investore increases or decreases will
depend on the amount of Offer Shares you apply for,
how many Existing Shares you hold on the Record Date
and how many Offer Shares other Eligible Shareholders
apply for and are allotted under the Offer.
Larger shareholders may not be able to obtain
sufficient Offer Shares to maintain their percentage
shareholding, while smaller shareholders may be able
to increase their percentage shareholding.
11. Is this offer transferable to another person?
No. This offer is personal to you and you may not
transfer your right to purchase Offer Shares under the
Offer to anyone else.
12. What are the risks to investing in the Offer?
The events relating to COVID-19 have recently
resulted in significant market falls and volatility in
New Zealand and overseas, including the prices of
securities traded on NZX.
The market price of Shares may change materially
between the date this Offer opens, the date you
apply for Offer Shares under the Offer, and the
date on which the Shares are allotted to you. This is
particularly the case given the wide fluctuations and
volatility in the share prices for many listed companies
in recent times due to the continuing impacts of
COVID-19. There is no certainty that this recent
volatility will not continue or worsen, which could have
a materially adverse impact on the share price for
Investore. Accordingly:
• the price paid for Offer Shares may be higher or
lower than the price at which Shares are trading
on the NZX Main Board at the time Shares are
issued under the Offer;
• the market price of Offer Shares following
allotment may be higher or lower than the Issue
Price; and
• it is possible that up to or after the Allotment Date,
you may be able to buy Shares at a lower price
than the Issue Price.
Investore Property Limited Share Purchase Plan Offer
9
You should:
(a) seek your own financial advice in relation to this
Offer and your participation under the Offer; and
(b) read the Investor Presentation in full, as it
contains important information to assist you in
making an investment decision in respect of the
Offer. In particular, you should read and consider
pages 19 and 20 of the Investor Presentation
(Key risks) before making an investment decision.
13. Where can I get further information?
You should read the Investor Presentation and other
information released on 29 April 2020, which are
available at www.nzx.com under the ticker code “IPL”.
The Investor Presentation describes the rationale for
the Offer and explains in more detail the expected
impact of the Offer on Investore’s financial position,
including a non-exhaustive summary of certain key
risks associated with Investore and the Offer. You
should read the Investor Presentation in full, as it
contains important information to assist you in making
an investment decision in respect of the Offer. In
particular, you should read and consider pages 19
and 20 of the Investor Presentation (Key risks) before
making an investment decision.
Further information about Investore, including its most
recent financial statements, can be obtained from
Investore’s website: www.investoreproperty.co.nz.
You may obtain, free of charge, Investore’s most recent
annual report and financial statements by contacting
Investore as set out in the Directory on page 16, or
you may download the documents from Investore’s
website: www.investoreproperty.co.nz.
Investore is subject to continuous disclosure
obligations under the Listing Rules. Market releases
by Investore are available at www.nzx.com under
the ticker code “IPL”. Investore may, during the Offer,
make additional releases to NZX. Shareholders should
monitor Investore’s market announcements during
the period of the Offer. No release by Investore to NZX
will permit an applicant to withdraw any previously
submitted Application without Investore’s prior
written consent, whether or not there has been any
permissible variation of the Offer.
You are strongly cautioned not to place undue
reliance on any forward-looking statements such as
indications of, and guidance on, future earnings and
financial position and performance in any market
releases made by Investore, particularly in light of
the current economic climate and the significant
volatility, uncertainty and disruption caused by the
outbreak of COVID-19.
You should read the information referred to in the
Important Information section of this Offer Document
under the headings “Further important information”
and “Additional information available under continuous
disclosure obligations”.
14. What is the current Share price?
The market price of the Shares is quoted on the NZX
website at www.nzx.com.
15. How do I apply for Offer Shares under the Offer?
If you wish to participate in the Offer, you may apply
online at www.shareoffer.co.nz/investore or by
following the step-by-step instructions set out on the
reverse of the enclosed personalised Application Form.
If you apply online, you will need your CSN /
Holder Number. You must pay for your Application
electronically by electronic funds transfer to Investore.
If you apply using the Application Form, scan and email
your completed Application Form to the Registrar
at investore@computershare.co.nz (please put
“Investore Share Purchase Plan” in the subject line for
easy identification) and make payment by electronic
funds transfer by the Closing Date. If the exact amount
of money is not tendered, Investore reserves the right
not to accept all or part of your payment. In those
circumstances, Investore will return your Application
and refund all or part of your payment without interest.
If your Application is rejected, all of the amounts
paid will be refunded to you. If your Application is
scaled, you will receive the number of Offer Shares in
respect of which your Application is accepted at the
Issue Price and receive a refund of the balance of the
relevant payment amount. All refunds will be made
without interest. Refunds will be issued within five
business days following the Allotment Date. Refunds
will not be paid for any difference arising solely due to
rounding or where the aggregate amount of the refund
payable to you is less than NZ$5.00.
Online applications at www.shareoffer.co.nz/investore
are strongly encouraged given the likelihood of delays
with the postal system at this time.
You will not be able to withdraw or revoke your
Application once you have sent it in.
Questions
and Answers (cont)
Investore Property Limited Share Purchase Plan Offer
10
16. How long is the Offer open and when will I
receive my Offer Shares?
The Offer opens on 5 May 2020 and is expected to
close at 5.00pm (NZ time) on 14 May 2020, unless
extended. If you want to participate you should ensure
your Application and payment is received by 5.00pm
(NZ time) on 14 May 2020.
Please allow adequate time for electronic funds
transfers to be cleared into Investore’s bank account
by this time. Applications received after this time
may not be accepted.
Online applications at www.shareoffer.co.nz/investore
are strongly encouraged given the likelihood of delays
with the postal system at this time.
You will receive the Offer Shares issued to you
under the Offer on the Allotment Date, which is
currently expected to be on or around 20 May 2020.
Confirmation of the number of Offer Shares issued to
you under the Offer will be sent on the Despatch Date,
currently expected to be on or around 25 May 2020.
17. How many Offer Shares will I receive?
Subject to scaling, you will receive the number of Offer
Shares equal to the dollar amount of Offer Shares
you have validly applied for (and payment has been
received in respect of) divided by the Issue Price. If
the dollar amount of Offer Shares you have applied
for (or are allocated) does not equal a whole number
of Offer Shares once divided by the Issue Price, the
number of Offer Shares allotted to you will be rounded
down to the nearest Offer Share. Any difference due
to rounding or under NZ$5.00 will be retained by
Investore.
Any scaling of Applications will be carried out
in accordance with clause 9 of the Terms and
Conditions.
18. Will the Offer Shares be quoted?
The Offer Shares will be quoted on the NZX Main
Board. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator
regulated under the Financial Markets Conduct Act
2013. However, NZX accepts no responsibility for any
statement in this Offer Document.
It is expected that you will be able to commence
trading the Offer Shares allotted to you under the
Offer on the NZX Main Board on the Allotment Date.
19. Why is there a maximum application amount?
The Offer needs to comply with the conditions
imposed by the Listing Rules. The offer of Offer Shares
up to a maximum value of NZ$50,000 per Eligible
Shareholder is being undertaken under Listing Rule
4.3.1(c) (Share Purchase Plan), as modified by the
NZX Waivers.
The aggregate number of Shares offered under the
Placement and the maximum number of new Shares
offered to each Eligible Shareholder under the Offer
have been determined in reliance on the NZX Waivers,
which permit an increased number of shares (from
what is otherwise provided for under the Listing
Rules) to be issued under the Placement and the Offer
without shareholder approval.
20. What is Investore’s dividend policy?
Investore’s dividend policy is to target a cash dividend
to shareholders that is between 95% and 100% of
its distributable profit. Distributable profit is a non-
GAAP measure and consists of profit/(loss) before
income tax, adjusted for determined non-recurring
and/or non-cash items (including non-recurring
adjustments for incentives payable to anchor tenants
for lease extensions) and current tax. See Note 3.3 to
Investore’s interim financial statements for the period
ending 30 September 2019 for further information.
21. Why are not all shareholders eligible to
participate in the Offer?
Investore considers that the legal requirements of
jurisdictions other than New Zealand are such that it
would be unduly onerous for Investore to make the
Offer in those jurisdictions. This decision was made
having regard to the number of Shareholders in such
overseas jurisdictions and the costs of complying with
overseas legal requirements.
22. Further assistance
If you have any further questions, please contact your
broker, financial, investment or other professional
advisor before making your investment decision.
If you have any questions about how to apply online
or complete the Application Form, please contact the
Registrar as set out in the Directory.
Investore Property Limited Share Purchase Plan Offer
11
If you apply to participate in the Offer by completing an online application
or completing and returning an Application Form, you are accepting the
risk that the market price of Shares may change between the Opening
Date, the date at which you send in an Application, and the Allotment
Date. This means that it is possible that up to or after the Allotment Date,
you may be able to buy Shares at a lower price than the Issue Price.
We encourage you to seek your own financial advice regarding your
participation in the Offer.
1 Offer timetable
Record Date:
Eligible Shareholders registered at 5.00pm on 28 April 2020 may
participate in the Offer.
Opening Date:
The Offer opens on 5 May 2020. This Offer Document is sent to
Eligible Shareholders on 5 May 2020.
Closing Date:
The Offer closes at 5.00pm (NZ time) on 14 May 2020, unless
extended. Applications must be received by this time. Applications
may, at Investore’s option, not be processed or held to be valid if they
have not been received by this time.
Issue Price announced:
The Issue Price will be announced through NZX on 15 May 2020.
Allotment Date:
The Offer Shares are proposed to be allotted on or around
20 May 2020.
Commencement of trading:
Investore expects the Offer Shares will commence trading on the
NZX Main Board on the Allotment Date.
Despatch Date:
Investore expects that a transaction confirmation will be despatched
to you on or around 25 May 2020.
Investore has a discretion to change, at any time, any of the Closing
Date, the Allotment Date and the Despatch Date (notwithstanding
that the Offer has opened, or Applications have been received) by
lodging a revised timetable with NZX.
2 Eligible Shareholders
2.1 You may participate in the Offer if you are an Eligible Shareholder. An
Eligible Shareholder is a person who, at 5.00pm on the Record Date,
was recorded in Investore’s share register as being a registered
holder of Existing Shares and having an address in New Zealand,
unless that person holds Shares on behalf of another person who
resides outside New Zealand. For the avoidance of doubt, no U.S.
Person will be an Eligible Shareholder.
2.2 Joint holders of Shares are taken to be a single registered holder of
Shares for the purposes of determining whether they are an Eligible
Shareholder and the certification on the online application or
Application Form is taken to have been given by all of them.
2.3 If you are an Eligible Shareholder, your rights under this Offer are
personal to you and non-renounceable, so you may not transfer them.
3 Issue Price and Number of Offer Shares
3.1 The Issue Price for Offer Shares under the Offer is the lower of:
(a) NZ$1.65 per Offer Share (representing a 6.8% discount
to Investore’s closing share price of NZ$1.77 on NZX on
28 April 2020 (being the last trading day before the Placement
was announced) and which is the same price paid by investors
in the Placement); and
(b) a 2.5% discount to the volume weighted average market price
of the Shares over the five business day period prior to the
Closing Date.
3.2 The Issue Price will be fixed as at 5.00pm (NZ time) on 14 May 2020
(being the Closing Date) and is expected to be announced through
NZX on 15 May 2020.
3.3 Subject to scaling, you will receive the number of Offer Shares equal
to the dollar amount of Offer Shares you have validly applied for
(and payment has been received in respect of) divided by the Issue
Price. If the dollar amount of Offer Shares you have applied for (or
are allocated) does not equal a whole number of Offer Shares once
divided by the Issue Price, the number of Offer Shares allotted to you
will be rounded down to the nearest Offer Share. Any difference due
to rounding or under NZ$5.00 will be retained by Investore.
3.4 Subject to clause 4.2 of these Terms and Conditions, Eligible
Shareholders may elect to purchase a dollar amount of Offer Shares
up to a maximum value of NZ$50,000, by filling in the appropriate
box on the online application or Application Form. The number of
Offer Shares you receive on the Allotment Date may be subject to
scaling, as described in clause 9 of these Terms and Conditions.
3.5 Eligible Shareholders may only make a single Application for Offer
Shares under the Offer. This applies to all Eligible Shareholders,
including those who receive more than one offer under the Offer
(for example, because they hold Shares in more than one capacity)
and including whether the Eligible Shareholder is applying through
a custodian or on his or her own behalf. Accordingly, if you own
Shares through a trustee or custodian and also own Shares in your
own name, then you may either purchase Offer Shares yourself or
instruct your trustee or custodian to purchase Offer Shares on your
behalf. You may not do both.
4 Custodians
4.1 Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee company and holds
Existing Shares on the Record Date by reason only of acting
for another person in the ordinary course of business of that
trustee corporation or nominee company; or
(b) holds Shares by reason only of being a bare trustee of a trust to
which the Shares are subject,
is a custodian under the Offer.
4.2 Custodians may apply to purchase Offer Shares under the Offer
but only up to the total value of Offer Shares applied for on behalf of
each beneficial owner in New Zealand for which the custodian acts
as a custodian. Custodians must confirm to Investore that they are
holding Shares as a custodian for beneficial owners by providing
the written certification to Investore described in clause 4.3 below.
Each beneficial owner may only direct the custodian to apply on
behalf of that beneficial owner for Offer Shares as described in
clauses 3.4 and 3.5. A separate online application or Application
Form must be completed for each beneficial owner.
Terms and Conditions
Investore Property Limited Share Purchase Plan Offer
12
4.3 If a custodian applies to purchase Offer Shares on behalf of one or
more beneficial owners, the custodian must certify to Investore in
writing together with the Application:
(a) that the custodian holds Shares directly or indirectly as a
custodian for beneficial owners;
(b) the number of those beneficial owners;
(c) in respect of each of the beneficial owners, how many Offer
Shares the beneficial owner or the beneficial owner’s agent
has instructed the custodian to accept on behalf of that
beneficial owner;
(d) that the custodian undertakes not to accept on behalf of any of
those beneficial owners for which it acts directly or indirectly
as a custodian, Offer Shares the total issue price of which is
more than NZ$50,000; and
(e) that the beneficial owner on whose behalf the custodian is
submitting an Application is not making an Application as an
Eligible Shareholder for Offer Shares under the Offer, and no
other custodian is submitting an Application under the Offer for
that beneficial owner.
5 Completing the Application and paying for Offer Shares
5.1 If you wish to participate in the Offer, you must complete an online
application on the offer website www.shareoffer.co.nz/investore
or the Application Form and make an electronic funds transfer
in accordance with the instructions on the Offer website or the
Application Form. Payments must be drawn on a New Zealand bank
account. Please do not send in payment by way of cheque, due to
postal and banking delays at this time.
5.2 Eligible Shareholders should make an electronic funds transfer for
the dollar amount of Offer Shares applied for.
5.3 To be valid, Applications must be received by Investore by 5.00pm
(NZ time) on 14 May 2020. Applications received after that date will
only be accepted at Investore’s discretion. Shareholders applying
via the Application Form should scan and email their completed
Application Form to the Registrar at investore@computershare.
co.nz (please put “Investore Share Purchase Plan” in the subject line
for easy identification).
6 Investore’s discretion to accept, reject or scale back
Applications
6.1 Investore has discretion to accept or reject your Application to
purchase Offer Shares under the Offer, including (without limitation) if:
(a) your Application Form or online application is incorrectly
completed or incomplete or otherwise determined by Investore
to be invalid;
(b) your payment is dishonoured or has not been completed
correctly;
(c) your electronic funds transfer is not denominated in New
Zealand dollars for the exact New Zealand dollar amount of
Offer Shares that you have applied for;
(d) it appears that you are applying to buy more than NZ$50,000
of Offer Shares (except if you are a custodian applying on behalf
of more than one beneficial owner in accordance with clause 4.2);
(e) your Application is received after the Closing Date. While
Investore has discretion to accept late Applications and
payments, there is no assurance that it will do so. Late
Applications and payments, if not processed, will be returned
to you at your registered address within five business days of
the Allotment Date or within five business days of the date of
receipt in respect of any late Application received after the
Allotment Date. No interest will be paid on any application
monies returned to you;
(f) Investore believes that you are not an Eligible Shareholder or
custodian; or
(g) Investore considers that your Application does not comply with
these Terms and Conditions.
6.2 Investore reserves the right to scale back, at its absolute discretion,
any Application for Offer Shares under the Offer. Investore reserves
the right to terminate the Offer and reject all Applications at any time
prior to the issue of the Offer Shares on the Allotment Date.
6.3 If an Application is rejected, all of the relevant amounts will be
refunded to the applicant. If Applications are scaled back, the
applicant will receive the number of Offer Shares in respect of
which the Application is accepted at the Issue Price and a refund of
the balance of the relevant application monies. Refunds will not be
paid for any difference arising solely due to rounding or where the
aggregate amount of the refund payable to an applicant is less than
NZ$5.00. All refunds will be made without interest.
6.4 Refunds will be made in the manner you have elected any dividend
payments be made. Any refunds will be issued within five business
days following the Allotment Date.
7 Significance of sending in an Application
7.1 If you apply to participate in the Offer by completing and returning
the Application Form or completing an online application:
(a) you confirm that you have received, read and understood
this Offer Document and the Investor Presentation (including
pages 19 and 20 of the Investor Presentation (Key risks)) in
their entirety;
(b) you agree that your Application, on these Terms and
Conditions, will be irrevocable and unconditional (i.e., it cannot
be withdrawn);
(c) you certify to Investore that you are an Eligible Shareholder
entitled to apply for Offer Shares under these Terms and
Conditions and that all details and statements in your
Application are complete and accurate;
(d) you agree to be bound by the constitution of Investore;
(e) you acknowledge that the Offer is conditional and may not
proceed;
(f) you certify that your acceptance of the Offer will not be, or
cause, a breach of any law in any jurisdiction;
(g) you certify to Investore that you are not applying for more than
NZ$50,000 worth of Offer Shares under the Offer even though
you may have received more than one offer under the Offer or
received offers in more than one capacity under the Offer;
(h) without limiting Investore’s discretion to accept, reject or scale
back any Applications, you authorise Investore (and its officers
or agents) to correct any error in, or omission from, your
Application and to complete the Application by the insertion of
any missing details;
(i) you acknowledge that Investore may at any time irrevocably
determine that your Application is valid, in accordance
with these Terms and Conditions, even if the Application is
incomplete, contains errors or is otherwise defective;
(j) you accept the risk associated with any refund that may be
despatched to you by cheque to your address set out in the
Application;
Investore Property Limited Share Purchase Plan Offer
13
(k) you acknowledge that none of Investore, its advisers or agents
has provided you with investment advice or financial product
advice, and that none of them has an obligation to provide
advice concerning your decision to apply for and purchase
Offer Shares under the Offer;
(l) you acknowledge the risk that the market price for the Shares
may change materially between the Opening Date, the date
you apply for Offer Shares under the Offer, and the Allotment
Date. This is particularly the case given the wide fluctuations
and volatility in the share prices for many listed companies
in recent times due to the continuing impacts of COVID-19.
Accordingly, you acknowledge that:
(i) the price paid for Offer Shares may be higher or lower than
the price at which Shares are trading on the NZX Main
Board at the time Offer Shares are issued under the Offer;
(ii) the market price of Offer Shares following allotment may
be higher or lower than the Issue Price; and
(iii) it is possible that up to or after the Allotment Date, you may
be able to buy Shares at a lower price than the Issue Price;
and
(iv) a change in the market price of Shares prior to the Issue
Price being determined may affect the Issue Price;
(m) you acknowledge that Investore is not liable for any exercise of
its discretions referred to in these Terms and Conditions; and
(n) you irrevocably and unconditionally agree to these Terms and
Conditions and agree not to do any act or thing which would be
contrary to the spirit, intention or purpose of the Offer.
7.2 If a custodian applies to purchase Offer Shares under the Offer
for a beneficial owner pursuant to clause 4.2, the certifications
referred to in clauses 7.1(c) and 7.1(g) will be taken to be given by
the beneficial owner on whose behalf the custodian is applying to
purchase Offer Shares.
8 Issue Price
You agree to pay the Issue Price per Offer Share up to the maximum
Application amount you have specified in your online application or
on the Application Form.
9 Scaling
9.1 Scaling of Applications will be required if Investore receives
Applications in excess of the maximum number of Offer Shares
available to be allocated under the Offer. Such maximum available
number of Offer Shares is NZ$15 million (or NZ$20 million if
Investore exercises its discretion to accept up to NZ$5 million in
additional Applications) worth of Offer Shares.
9.2 Any scaling of Applications will be undertaken by reference to the
holdings of Existing Shares at the Record Date.
9.3 If scaling produces a fractional number, the number of Offer Shares
you will be allotted will be rounded down to the nearest whole
number of Offer Shares.
9.4 If your Application is scaled, your application monies will be greater
than the value of the Offer Shares you will be allotted. The difference
will be refunded to you in the manner in which you have elected
dividends be paid within five business days of the Allotment Date.
No interest will be paid on any application monies returned to you.
Refunds will not be paid for any difference arising solely due to
rounding or where the aggregate amount of the refund payable to
you is less than NZ$5.00.
10 Offer Shares
10.1 Offer Shares issued under the Offer will rank equally with, and have
the same voting rights, dividend rights and other entitlements as,
existing fully paid Shares quoted on the NZX Main Board. Eligible
Shareholders will be entitled to receive any dividends declared after
the Allotment Date in respect of Shares allocated to them under
the Offer.
10.2 Applicants for Offer Shares will be bound by Investore’s constitution
and the terms of the Offer set out in this Offer Document.
10.3 The Offer Shares will be quoted on the NZX Main Board. The NZX
Main Board is a registered market operated by NZX (which is a
licensed market operator regulated under the Financial Markets
Conduct Act 2013). However, NZX accepts no responsibility for any
statement in this Offer Document.
10.4 You cannot trade in any Offer Shares issued to you pursuant to
the Offer, either as principal or agent, until quotation of the Offer
Shares on the NZX Main Board in accordance with the Listing Rules.
Investore expects that the Offer Shares will commence trading on
the NZX Main Board on the Allotment Date.
11 Amendments to the Offer and waiver of compliance
11.1 Notwithstanding any other term or condition of the Offer, the
Application Form and/or the Offer website, Investore may, at its
discretion:
(a) make non-material modifications to the Offer or the Terms and
Conditions (in which case Applications for Offer Shares under
the Offer will remain binding on the applicant notwithstanding
such modification and irrespective of whether an Application
was received by the Registrar before or after such modification
is made); and/or
(b) suspend or terminate the Offer at any time prior to the issue
of Offer Shares under the Offer. If the Offer is terminated,
application monies will be refunded to applicants without
interest within five business days of termination.
11.2 Investore reserves the right to waive compliance with any provision
of these Terms and Conditions (which will be done in accordance
with New Zealand law, including the Listing Rules).
11.3 If Investore waives compliance with any provision of these Terms
and Conditions, such waiver will apply to all Eligible Shareholders.
11.4 Investore will notify NZX of any waiver, amendment, variation,
suspension, withdrawal or termination of the Offer.
12 Governing Law
These Terms and Conditions shall be governed by and construed in
accordance with the laws of New Zealand.
13 Disputes
If any dispute arises in connection with the Offer, Investore may
settle it in any manner it thinks fit. It may do so generally or in relation
to any particular Eligible Shareholder, applicant, Application or
Share. Investore’s decision will be final and binding.
14 Inconsistency
Unless otherwise determined by the Board, in the event of any
inconsistency between the Terms and Conditions of the Offer and:
(a) the accompanying letter from the Chair and Questions and
Answers, the Terms and Conditions take precedence; and
(b) Investore’s constitution, Investore’s constitution shall prevail.
Terms and Conditions
(cont)
Investore Property Limited Share Purchase Plan Offer
14
Glossary
Allotment Date
On or around 20 May 2020, unless extended.
Application
An application for Offer Shares under the Offer made using an Application Form or
an online application made through www.shareoffer.co.nz/investore.
Application Form
The personalised application form relating to the Offer that you received with this Offer,
including the instructions on the reverse of the form.
Board
The board of directors of Investore.
Closing Date
14 May 2020, unless extended.
Despatch Date
On or around 25 May 2020, unless extended.
Eligible Shareholder
A person who, at 5.00pm (NZ time) on the Record Date, was recorded in Investore’s share
register as being a registered holder of Existing Shares and having an address in New
Zealand, unless that person holds Shares on behalf of another person who resides outside
New Zealand. For the avoidance of doubt, no U.S. Person will be an Eligible Shareholder.
Existing Share
A Share on issue on the Record Date.
Investore
Investore Property Limited, a company listed on the NZX Main Board.
Issue Price
The lower of:
(a) NZ$1.65 per Offer Share (being the price paid by investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Shares over
the five business day period prior to the Closing Date.
Listing Rules
The NZX Listing Rules.
NZX
NZX Limited.
NZX Main Board
The main board equity security market operated by NZX.
NZX Waivers
The class waiver and ruling issued by NZX Regulation dated 19 March 2020 and the
waiver issued by NZX Regulation in favour of Investore dated 29 April 2020.
NZ$
New Zealand dollars, being the lawful currency of New Zealand.
Offer
The Offer detailed in the Terms and Conditions set out in this Offer Document.
Investore Property Limited Share Purchase Plan Offer
15
Offer Document
This offer document.
Offer Shares
The Shares offered under the Offer.
Opening Date
5 May 2020.
Placement
The placement of Shares in Investore announced on 29 April 2020 at a price of
NZ$1.65 per Share, under which 51,515,152 Shares are to be issued on 5 May 2020.
Record Date
28 April 2020.
Registrar
Computershare Investor Services Limited.
Shares
Ordinary shares of Investore.
SIML
Stride Investment Management Limited.
Terms and Conditions
The terms and conditions of this Offer as set out on pages 11 to 13 of this Offer Document.
U.S. Person
Has the meaning given to it in Regulation S of the U.S. Securities Act of 1933.
Glossary (cont)
Investore Property Limited Share Purchase Plan Offer
16
Directory
Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
New Zealand
Website: www.investoreproperty.co.nz
Directors of Investore Property Limited
Mike Allen (Independent Director and Chair)
Gráinne Troute (Independent Director)
Adrian Walker (Independent Director)
Tim Storey (SIML Appointed Director)
John Harvey (SIML Appointed Director)
Legal Advisers
Bell Gully
Level 21, Vero Centre
48 Shortland Street
Auckland 1010
Level 21, ANZ Centre
171 Featherston Street
Wellington 6011
If you have any queries about how to apply,
please contact the Registrar at:
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
New Zealand
Phone: 0800 650 034
Email: investore@computershare.co.nz
Countdown, Lower Hutt
Investore Property Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320, Victoria Street West
Auckland 1142
New Zealand
T + 64 9 912 2690
W investoreproperty.co.nz
---
Application Form
Investore Property Share Purchase Plan Application Form
Apply online at www.shareoffer.co.nz/investore
The online Application must be completed by no later than 5.00pm on 14 May 2020.
The Offer Document accompanying this Application Form is important. If you have any questions in relation to the Offer, please consult your broker,
financial, investment or other professional advisor. Please see instructions on the reverse on how to complete this Application Form and where to send it.
Online application at www.shareoffer.co.nz/investore is strongly encouraged given the potential for delay in the postal service at this time.
This Application Form is irrevocable and cannot be withdrawn once lodged.
Application for Offer Shares and Payment
You may apply for Investore Property Limited (Investore) ordinary shares (Offer Shares), up to a maximum of NZ$50,000 worth of Offer Shares (on and in
accordance with the Terms and Conditions in the accompanying Offer Document). Please indicate the dollar amount of Offer Shares you are applying for below,
and pay by direct credit to the account detailed below.
Total dollar amount of Offer Shares applied for at the Issue Price (maximum NZ$50,000)
Applicants must submit their payment instructions to their bank so the payment is received in Computershare’s bank account in cleared funds by no later than
5.00pm on 14 May 2020, being the Closing Date. Applicants must still complete this form and return it by the Closing Date where payment has been made by direct credit.
DEPOSIT REFERENCE /CSN/HOLDER NO.PARTICULARS DATE OF PAYMENT
Payments must quote the reference particulars and date of payment shown below to ensure your payment is identifiable.
If you are a Custodian acting on behalf of one or more beneficial owners you must complete this section.
Please state the number of beneficial owners for whom you act as a Custodian.
Please either state the full name(s) of the beneficial owner(s) for whom you act in submitting this Application Form or attach a schedule of the full names of the
beneficial owners for whom you act in submitting this Application Form including each beneficial owner’s dollar amount of Offer Shares applied for.
Please state the total dollar amount of Offer Shares that you are applying
for on behalf of beneficial owners under this CSN.
$
Direct Credit Instructions:
Pay by direct credit to: Investore Share Purchase Plan
Bank Name: ANZ Bank
Account Number: 01-1839-0926540-013
$
CONTACT NAME
Certification
By applying for Offer Shares under the Offer, you are agreeing to the Terms and Conditions and you are providing
the certification set out below under the heading “Certification”. Read that section carefully.
Execution
*
Holder/Director/Authorised Person
Holder/Director/Authorised Person
Holder/Authorised Person
• If a joint holding all holders must sign.
• If a company is signing, it must be signed on behalf of the company by a person duly authorised for that purpose.
• lf this Application Form is signed under a power of attorney, a certificate of non-revocation of power of attorney in the usual form must also be submitted with
this Application Form.
Contact Details:
Please provide your contact details below:
MOBILE OR DAYTIME TELEPHONE NUMBER
EMAIL ADDRESS
This Offer closes at 5.00pm on 14 May 2020, unless extended. Applications must be received by the Registrar before this time in accordance with the instructions
on this Application Form. Personal information provided will be held by Investore and/or the Registrar. This information will be used for the purposes of managing
your investment in the Offer. Under the Privacy Act 1993, you have the right to access and correct any personal information held about you.
Instructions
How to complete this Application Form: Read carefully the
Terms and Conditions of the Offer contained in the Offer
Document accompanying this Application Form. In this
Application Form, where the context requires, a reference
to “I” includes a reference to “we”. If you do not understand
the Terms and Conditions, this Application Form or if you
have any questions about what to do in relation to the
Offer, please consult your broker, financial, investment or
other professional advisor.
1 Application and payment
• Applications can be made online at www.shareoffer.
co.nz/Investore and by following the onscreen
instructions; alternatively please complete this
Application Form.
• Specify the dollar amount of Offer Shares you wish
to apply to purchase at the Issue Price in the box
provided on this Application Form.
• You can apply for a dollar amount of Offer Shares up
to NZ$50,000 worth of Offer Shares.
• Make one application only, whether personally or
through a Custodian. If you own Shares through a
trustee or Custodian and also own Shares in your
own name, then you may either purchase Offer
Shares yourself or instruct your trustee or Custodian
to purchase Offer Shares on your behalf. You may
not do both.
• You must pay in New Zealand dollars by direct credit
as per the instructions in the Offer Document and
this Application Form.
• Applicants must submit their payment instructions
to their bank, so the payment is received in the
Registrar’s bank account in cleared funds by no
later than 5.00pm on 14 May 2020, being the
Closing Date. Applicants must still complete this
form and return it by the Closing Date.
• Your direct credit must be for the same amount as
the dollar amount of Offer Shares you applied for on
the front of this Application Form.
• Investore may scale acceptances which may result
in you receiving a refund as described in the Terms
and Conditions.
2 Certification
• I/We irrevocably and unconditionally apply for
the dollar amount of Offer Shares on, and subject
to, the Terms and Conditions set out in the Offer
Document;
• I/We provide each of the certifications,
acknowledgements, agreements, authorisations
and similar set out in clause 7 of the Terms and
Conditions set out in the Offer Document);
• I/We acknowledge that the Issue Price will be
announced on 15 May 2020 and that the number of
Offer Shares that may be allocated to me/us will be
calculated by dividing the dollar amount of Shares
validly applied for (and payment has been received
in respect of) by the Issue Price (subject to scaling,
rounding and the Terms and Conditions);
• I/We declare that I am/we are an Eligible
Shareholder(s);
• I/We agree to be bound by the constitution of
Investore;
• I/We declare that we are not applying for more
than NZ$50,000 worth of Offer Shares (including
applications made through a Custodian) even
though I/we may have received more than one offer
under the Offer or received offers in more than one
capacity under the Offer;
• I/We declare that all details and statements
provided by me/us in this Application Form are
complete and accurate;
• I/We acknowledge that the Offer is only made in
New Zealand and by applying for the Offer Shares,
I/we agree to indemnify, among others, Investore
for any loss suffered as a result of any breach by
me/us of the selling restrictions applicable to the
Offer;
• I/We have received, read and understood the
Offer Document (including the section “Important
Information” and the Terms and Conditions) and the
Investor Presentation (including pages 19 and 20
of the Investor Presentation (“Key risks”) in
their entirety;
• If I am a Custodian, I certify that:
– my address recorded in Investore’s share
register is in New Zealand or I can otherwise
participate in the Offer in compliance with all
applicable laws and I hold Existing Shares
directly or indirectly as a Custodian for beneficial
owners; and
– each beneficial owner (or the beneficial owner’s
agent) has instructed me to apply for, and accept,
under the Offer the dollar amount of Offer
Shares set out on the front of this Application
Form (or set out in the attached schedule);
– no other Custodian is submitting an application
under the Offer for that beneficial owner; and
– I am not applying for more than NZ$50,000
worth of Offer Shares in respect of any beneficial
owner for whom I act as a Custodian.
3 Execution
You should sign this Application Form where indicated.
4 Contact Details
Fill in your daytime telephone number and contact
name, as we may need to contact you, for example,
if you have not filled in this Application Form correctly.
By providing your email address you agree to Investore
sending you investor correspondence electronically
(where possible) going forward.
To return this Application Form to the Registrar,
you can scan and email your Application Form
to Computershare Investor Services Limited at:
investore@computershare.co.nz (please put Investore
Share Purchase Plan in the subject line for easy
identification).
If you have any questions in relation to the completion of
this Application Form, please contact Computershare
Investor Services Ltd on 0800 650 034.
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- IFT — Infratil Limited: Infratil announces opening of Share Purchase Plan2020-06-11
“2 Appendices Key dates 2 Share Purchase Plan Date / Time Record date In respect of shareholders on the Australian sub-register, Friday, 5 June 2020 (5:00pm Sydney time) In respect of all other shareholders, Monday, 8 June 2020 (5:00pm NZST) Expected despatch…”
- IKE — ikeGPS Group Limited: ikeGPS announces NZ$19.7 million equity raise2020-07-27
“--- Offer Document 1 for 7 Accelerated Entitlement Offer Of New Shares 28 July 2020 Not for distribution or release in the United States This Offer Document is an important document. You should read the entire document before deciding what action to take with respect to your…”
- CVT — Comvita Limited: Comvita announces NZ$50 million equity raising2020-05-27
“--- 1 1 for 4.15 Accelerated Non-renounceable Entitlement Offer 28 May 2020 Not for distribution or release in the United States This offer document is an important document. You should read the entire document before deciding what action to take with respect to y…”