Share Purchase Plan Opens
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Stride Property Group
Share Purchase Plan
Offer Document
30 November 2020
Go to www.shareoffer.co.nz/stride for more
information and to apply online
This is an important document. You should read the
whole document before deciding whether to subscribe
for stapled securities. 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
Contents
2 Important Information
4 Chair’s Letter
6 Part 1: Key Details
7 Part 2: Key Dates
8 Part 3: Questions and Answers
14 Part 4: Terms and Conditions
19 Part 5: Glossary
21 Part 6: Directory
Stride Property GroupShare Purchase Plan Offer Document 30 November 20201
Important Information
General information
This Offer Document has been prepared by Stride Property
Limited (SPL) and Stride Investment Management Limited
(SIML, with SPL, Stride) in connection with an offer of new
Stapled Securities (Offer Stapled Securities) under a
share purchase plan (the Offer). Each Offer Stapled Security
comprises one new ordinary share in SPL and one new
ordinary share in SIML.
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 30 September 2020 (Class
Waiver). The effect of the Class Waiver in the context of the
Offer is to amend, on a temporary basis, the definition of Share
Purchase Plan under the Listing Rules to permit an offer of
NZ$50,000 of Stapled Securities 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 Stride.
Further important information
A presentation providing further important information in
relation to Stride, its interim results for the six months
ended 30 September 2020, and the Offer was published by
Stride on 25 November 2020 (the Investor Presentation).
A copy of the Investor Presentation and other important
information released on 25 November 2020 are available
at www.nzx.com under the ticker code “SPG”.
The Investor Presentation includes details of the rationale for
the Offer and explains in more detail the expected impact of
the Offer, including a non-exhaustive summary of certain key
risks associated with Stride 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 37 to 41 of the Investor Presentation
(“Key Risks”) before making an investment decision.
Additional information available under continuous
disclosure obligations
Stride is subject to continuous disclosure obligations under
the Listing Rules. Market releases by Stride are available
at www.nzx.com under the ticker code “SPG”. 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 Stride,
particularly in light of the current economic climate
and the significant volatility, uncertainty and disruption
caused by the outbreak of COVID-19.
Stride recommends that you read its market announcements
(together with the materials attached to those announcements)
and, in particular, its recent announcements regarding:
• the Offer released on 25 November 2020 (including
the Investor Presentation accompanying that
announcement);
• Stride’s most recent interim report for the six months
ended 30 September 2020, and annual report for the
year ended 31 March 2020;
• FY21 first quarter dividends released on 28 August
2020 and 31 August 2020; and
• growth in office portfolio released on 19 November 2020.
Stride may, during the Offer, make additional releases to NZX.
Shareholders should monitor Stride’s market announcements
during the period of the Offer.
No release by Stride to NZX will permit an applicant to
withdraw any previously submitted Application without Stride’s
prior written consent, whether or not there has been any
permissible variation of the Offer.
Non-standard designation
Each of SPL, SIML and Stride has been designated as a
‘Non-Standard’ (NS) issuer by NZX due to the stapled nature
of SPL and SIML securities. A copy of the waivers granted
by NZX in respect of SPL, SIML and Stride can be found
at www.nzx.com/companies/SPG. Further details of the
NZX waivers and the implications of investing in Stapled
Securities can be found on pages 140 to 142 of Stride’s
annual report for the financial year ended 31 March 2020.
See Question 21 in Part 3 (“Questions and Answers”) in
relation to the implications of investing in Stapled Securities.
Market risk
The market price for the Stapled Securities may change
materially between the date this Offer opens, the date you
apply for Offer Stapled Securities under the Offer, and the
date on which the Stapled Securities 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 material adverse impact on the market price for Stride.
Accordingly:
• the price paid for Offer Stapled Securities may be higher
or lower than the price at which Stapled Securities are
trading on the NZX Main Board at the time Stapled
Securities are issued under the Offer;
• the market price of Offer Stapled Securities 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 Stapled Securities at a lower price
than the Issue Price.
Withdrawal and date changes
Subject to compliance with all applicable laws, Stride 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.
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 Stapled Securities in any jurisdiction outside New
Zealand. The distribution of this Offer Document (including an
electronic version) 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. Stride 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 Stapled Securities, or be in possession of,
or distribute to any other person, any offering material or any
documents in connection with the Offer Stapled Securities,
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 Stapled
Securities 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 Stapled Securities,
you must make your own assessment of the risks associated
with an investment in Stride (including the inherent
uncertainties as to the impact of COVID-19 and the summary
of key risks on pages 37 to 41 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 Stapled Securities to be issued
pursuant to the Offer or warrants the future performance of
Stride 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 Stride and/or the Registrar at the addresses set
out in the Directory. Stride 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 Stride.
This information will only be disclosed to third parties with your
consent or if otherwise required by law. Under the Privacy Act
1993 (or from 1 December 2020, the Privacy Act 2020), 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 on page 19
of this Offer Document or in the relevant section of this Offer
Document. Words importing the plural include the singular
and vice versa.
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 202023
Chair’s Letter
Dear Shareholder,
On 25 November 2020 we announced plans to raise approximately NZ$220 million of new equity through a placement of new
Stapled Securities (Placement) of NZ$180 million and a share purchase plan (the Offer) of up to NZ$40 million (with the ability
to accept additional Applications at Stride’s discretion), (together, the Capital Raising). The Placement was completed on
26 November 2020 and successfully raised NZ$180 million.
On behalf of the Boards of SPL and SIML, 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 Stapled Securities in Stride (subject to scaling)
without incurring brokerage or other transaction costs, at a price to be determined, as described in Part 1 of this Offer Document,
‘Key Details of the Offer’.
The new Stapled Securities are expected to be allotted on or around 15 December 2020. They will rank equally with existing
Stapled Securities at that date. Stride expects to declare a quarterly dividend for the three months ended 30 September 2020 on
30 November 2020, and if such dividend is declared then the new Stapled Securities issued under the Offer will be eligible for this
dividend, which is expected to be paid on 22 December 2020.
The aggregate number of new Stapled Securities offered under the Placement and the maximum number of new Stapled Securities
offered to each eligible shareholder in New Zealand under the Offer have been determined in reliance on a class waiver and ruling
made by NZX Regulation dated 30 September 2020, which permits (on a temporary basis) an increased number of shares to be
issued under a placement and under a share purchase plan without shareholder approval.
If you do not participate in the Offer, your percentage shareholding in Stride will be diluted. Even if you do participate in the Offer,
your percentage shareholding in Stride may be diluted.
Purpose of the Capital Raising
One of Stride’s strategic objectives is to build a portfolio of assets that can be used to establish new investment management
products in specific commercial property sectors to provide growth in Stride’s investment management business. Stride has
recently announced two key acquisitions that are consistent with this strategy of growing its office portfolio:
• On 19 November 2020 SPL announced that it had an unconditional agreement to acquire a Wellington office property, Grant
Thornton House, at 215 Lambton Quay for $84.5 million. This acquisition is expected to settle on 30 November 2020.
• On 25 November 2020 SPL announced that it had entered into a conditional agreement to acquire another Wellington office
building located at 20 Customhouse Quay for $228 million. This property is a new, premium grade building with base isolators
to protect the building and its occupants in the event of an earthquake, and has a long weighted average lease term (or WALT)
of 12.6 years.
These acquisitions follow the acquisition by SPL of the office building at 34 Shortland Street, Auckland, in September 2020. These
acquisitions take SPL’s office portfolio to $571 million, based on 30 September 2020 valuations (as if the acquisitions described
above had settled, as at that date, and excluding committed works at 22 The Terrace and 34 Shortland Street). This is an increase of
$385 million since 31 March 2020, including a net valuation gain of $7.2 million over the six months to 30 September 2020.
The proceeds of the Capital Raising will be used to partly fund these acquisitions, together with debt facilities. Assuming that
$40 million of Stapled Securities are issued under the Offer, SPL’s loan to value ratio after the acquisitions and the Capital Raising
is expected to be 30.3% (on a pro forma basis at 30 September 2020). If either of these acquisitions does not settle, then Stride will
use the proceeds of the Capital Raising to repay debt and seek alternative acquisitions to utilise available capital.
As stated in the interim report for the six months ended 30 September 2020, the Stride Boards have confirmed that they currently
anticipate that the combined cash dividends per share for SPL and SIML for FY21 will be 9.91 cps, assuming no further significant
restrictions or deterioration in economic activity due to COVID-19.
COVID-19
Investors should be aware that the spread of COVID-19, its effect on the global economy and actions taken in response by the
New Zealand Government are likely to have an adverse effect on Stride, its financial performance, position and prospects. It is also
possible that there will be further unforeseen negative impacts as COVID-19 continues to spread.
Stride will continue to respond to the challenges facing it, but there is no certainty as to the severity or likelihood of any such
unforeseen impacts arising nor whether any mitigating action will be effective or can be taken.
Stride’s strategy of creating an investment management business with diversified income sources and distinct balance sheets
for each of Stride’s investment management products means that Stride is well positioned to manage the impact of COVID-19.
However, the Boards are still expecting COVID-19 to have a negative impact on distributable profit
1
for FY21 of between
($0.2 million) and ($1.9 million).
Further information on the impact of COVID-19 on Stride’s business can be found on pages 6 and 7 of Stride’s interim report for the
six months ended 30 September 2020.
How you can participate in the Offer
Participation in the Offer is optional, and eligible shareholders have the option to apply for as many or as few Offer Stapled Securities
as they want, up to the cap of NZ$50,000 per eligible shareholder. This is the maximum amount permitted under the NZX Listing
Rules, as increased by the recent class waiver granted by NZX.
If Applications are required to be scaled due to over-subscription, this will be done having regard to existing shareholdings on
24 November 2020 (being the Record Date for the Offer). We encourage you to read this 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/stride by 5.00pm on 9 December 2020. Online Applications at
www.shareoffer.co.nz/stride are strongly encouraged given the risk of delays with the postal system.
Instructions on how to make payment can be found in the Application Form and this Offer Document or on the Offer website at
www.shareoffer.co.nz/stride.
Further information
We encourage you to read through all of Stride’s recent announcements, particularly the Investor Presentation and other materials
released on 25 November 2020 at www.nzx.com under the ticker code “SPG”. In particular, you should read and consider pages
37 to 41 of the Investor Presentation (“Key Risks”) for a non-exhaustive summary of certain key risks associated with Stride 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, at www.shareoffer.co.nz/stride.
If you have any questions about the Offer, please call the Stride Offer Investor 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 Stride who are shareholders in Stride have indicated that they intend to participate in the Offer.
On behalf of the Boards, thank you for your continued support, and we welcome your consideration of, and participation in, the Offer.
Yours sincerely,
Tim Storey
Chair
Stride Property Limited and
Stride Investment Management Limited
1. See glossary on page 19.
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 202045
Part 1: Key DetailsPart 2: Key Dates
*
Equal participation
Each Eligible Shareholder has the right to apply for the same dollar amount of Offer Stapled Securities and on the same
terms and conditions as each other Eligible Shareholder.
Application amount
You can apply for a dollar amount of Offer Stapled Securities up to a maximum value of NZ$50,000 of Offer Stapled Securities.
Stride is accepting Applications for up to NZ$40 million of Offer Stapled Securities in aggregate (with the ability to accept
additional Applications at Stride’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$2.14 per Offer Stapled Security (representing a 7.0% discount to Stride’s closing market price of NZ$2.30 on the
NZX Main Board on 24 November 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 Stapled Securities traded on the NZX Main Board
over the five business day period prior to and including the Closing Date, rounded down to the nearest cent.
No underwriting
The Offer is not underwritten.
When to apply
Applications must be received by 5.00pm on the Closing Date (9 December 2020, unless extended).
How to apply
Eligible Shareholders may apply online at www.shareoffer.co.nz/stride or by completing and returning the personalised
Application Form accompanying this Offer Document together with payment, in accordance with the instructions.
Online Applications at www.shareoffer.co.nz/stride are strongly encouraged given the risk of delays with the postal system.
Receiving your Offer
Stapled Securities
You will receive your Offer Stapled Securities on the Allotment Date (15 December 2020, unless extended).
DateEvent
5.00pm on 24 November 2020Record DateThe date on which Eligible Shareholders are determined.
30 November 2020Opening DateOffer documents sent to Eligible Shareholders. Offer opens.
9 December 2020Closing DateOffer closes. Applications (with payment) must be received by 5.00pm.
14 December 2020Issue Price and results of the OfferIssue Price and results of the Offer announced.
15 December 2020Allotment Date and commencement of
trading on the NZX Main Board
Offer Stapled Securities are expected to be allotted and commence trading
on the NZX Main Board.
15 December 2020FY21 Q2 dividend record dateThe date on which entitlement to the FY21 Q2 dividend is determined.
21 December 2020Despatch DateTransaction confirmation despatched to participating Eligible Shareholders.
22 December 2020FY21 Q2 dividend payment dateFY21 Q2 dividend paid.
*Stride reserves the right to alter the key dates, subject to applicable laws and the Listing Rules. Stride reserves the right to
withdraw the Offer at any time prior to the issue of the Offer Stapled Securities at its absolute discretion.
Waste Management Auckland Headquarters,
318 East Tamaki Road, Auckland
Developed by Stride and now owned by Industre
Property Council of
New Zealand Supreme Award
Winner 2020
Stride Property GroupStride Property Group67Share Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 2020
Part 3: Questions
and Answers
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
Stapled Securities without incurring brokerage or other
transaction costs. Stride is inviting Applications for up to
NZ$40 million of Offer Stapled Securities in aggregate
(with the ability to accept additional Applications at Stride’s
discretion).
All Offer Stapled Securities will be of the same class as,
and rank equally with, all Stapled Securities currently on
issue. The Offer Stapled Securities will, immediately after
issue, be quoted on the NZX Main Board.
2. What will the proceeds be used for?
On 19 November 2020 SPL announced that it had an
unconditional agreement to acquire a Wellington office
property, Grant Thornton House, at 215 Lambton Quay for
$84.5 million. On 25 November 2020, SPL announced
that it had entered into a conditional agreement to acquire
another Wellington office building, located at
20 Customhouse Quay, for $228 million. The proceeds
of the Capital Raising will be used to part-fund the
acquisitions of the office assets located at 215 Lambton
Quay, Wellington, and 20 Customhouse Quay, Wellington.
In the event that either acquisition does not complete,
Stride will repay debt and seek alternative acquisitions.
This is consistent with one of Stride’s strategic objectives,
of building a portfolio of assets that can be used to
establish new investment management products in
specific commercial property sectors to provide growth in
Stride’s investment management business.
In addition, SIML will receive $5 million of the gross
proceeds of the Capital Raising to provide further capital
for its investment management business.
3. Am I eligible?
You are eligible to participate in the Offer if you are a
shareholder of Stride and:
(a) you were registered as a holder of fully paid Stapled
Securities at 5.00pm on the Record Date, which was
24 November 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. Stride disclaims all
liability in respect of any contraventions by such persons.
4. What is the price of the Offer Stapled Securities?
The Issue Price will be the lower of:
(a) NZ$2.14 per Offer Stapled Security (representing
a 7.0% discount to Stride’s closing market price of
NZ$2.30 on the NZX Main Board on 24 November
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 Stapled Securities traded on the
NZX Main Board over the five business day period prior
to and including the Closing Date, rounded down to the
nearest cent.
The Issue Price will be fixed as at 5.00pm on 9 December
2020 (being the Closing Date) and is expected to be
announced through NZX on 14 December 2020.
5. How many Offer Stapled Securities can I purchase?
Eligible Shareholders may elect to apply for a dollar
amount of Offer Stapled Securities up to a maximum value
of NZ$50,000.
Stride is accepting Applications for up to NZ$40 million
of Offer Stapled Securities in aggregate (with the ability
to accept additional Applications at Stride’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 should make payment by way of electronic funds
transfer to Stride in New Zealand dollars for the value
applied for.
6. Are there any conditions to the Offer?
No. However, Stride reserves the right to terminate
the Offer at any time prior to the issue of Offer Stapled
Securities on the Allotment Date.
If the Offer is cancelled for any reason, all application
monies will be returned to you and no Offer Stapled
Securities 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.
7. What if I own Stapled Securities through a trustee or
custodian?
If you own Stapled Securities through a trustee
or custodian, then subject to certain certification
requirements and other conditions, you may instruct the
trustee or custodian to purchase Offer Stapled Securities
on your behalf, up to the NZ$50,000 limit.
If you own Stapled Securities through a trustee or
custodian and also own Stapled Securities in your own
name, then you may either purchase Offer Stapled
Securities yourself or instruct your trustee or custodian to
purchase Offer Stapled Securities on your behalf. You may
not do both.
If you are a custodian or hold Stapled Securities
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 Stapled Securities 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 Stride will be diluted. For
example, assuming that NZ$220 million is raised under
the Placement and the Offer (taking into account
the NZ$180 million of shares to be issued under the
Placement and assuming the amount to be raised in the
Offer of NZ$40 million (i.e., assuming Stride does not
exercise its discretion to accept additional Applications)
is fully subscribed and the Offer Stapled Securities
are issued at NZ$2.14 per Offer Stapled Security),
approximately 102.8 million Stapled Securities will be
issued and if you do not elect to acquire any Offer Stapled
Securities in the Offer (and did not receive any Stapled
Securities under the Placement), your shareholding will be
diluted by approximately 22.0%.
This dilution will relate only to your percentage shareholding
of Stride as the number of Stapled Securities that you hold
will not change as a result of not participating in the Offer.
While Stride 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 Stapled Securities, the Offer is not a pro-rata
offer and, even if you participate in the Offer, your
shareholding percentage in Stride may change. Whether
your shareholding in Stride increases or decreases will
depend on the amount of Offer Stapled Securities you
apply for, how many Existing Stapled Securities you
hold on the Record Date and how many Offer Stapled
Securities other Eligible Shareholders apply for and are
allotted under the Offer.
Larger shareholders may not be able to obtain sufficient
Offer Stapled Securities 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 Stapled Securities under the
Offer to anyone else.
12. What are the risks to investing in the Offer?
The events relating to COVID-19 have resulted in
significant market falls and volatility in New Zealand and
overseas, including the prices of securities traded on the
NZX Main Board.
The market price of Stapled Securities may change
materially between the date this Offer opens, the date you
apply for Offer Stapled Securities under the Offer, and the
date on which the Stapled Securities 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 material adverse
impact on the market price for Stride.
Accordingly:
• the price paid for Offer Stapled Securities may be
higher or lower than the price at which Stapled
Securities are trading on the NZX Main Board at the
time Stapled Securities are issued under the Offer;
• the market price of Offer Stapled Securities 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 Stapled Securities at a lower price
than the Issue Price.
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 37 to
41 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
important information released on 25 November 2020,
which is available at www.nzx.com under the ticker
code “SPG”.
The Investor Presentation includes details of the rationale
for the Offer and explains in more detail the expected
impact of the Offer, including a non-exhaustive summary
of certain key risks associated with Stride 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 37 to 41 of the
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 202089
Investor Presentation (“Key Risks”) before making an
investment decision.
Further information about Stride, including its most recent
annual report released on 23 June 2020, and its interim
report released on 25 November 2020, can be obtained
from Stride’s website: www.strideproperty.co.nz.
You may obtain, free of charge, the most recent annual
report and financial statements of Stride by contacting
Stride as set out in the Directory on page 21, or you may
download the documents from Stride’s website:
www.strideproperty.co.nz.
Stride is subject to continuous disclosure obligations
under the Listing Rules. Market releases by Stride are
available at www.nzx.com under the ticker code “SPG”.
Stride may, during the Offer, make additional releases
to NZX. Shareholders should monitor Stride’s market
announcements during the period of the Offer. No release
by Stride to NZX will permit an applicant to withdraw
any previously submitted Application without Stride’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 Stride, 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 market price?
The market price of the Stapled Securities is quoted on the
NZX website at www.nzx.com.
15. How do I apply for Offer Stapled Securities under
the Offer?
If you wish to participate in the Offer, you may apply online
at www.shareoffer.co.nz/stride 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 Stride.
If you apply using the Application Form, send your completed
Application Form to the Registrar. We strongly recommend
that you scan and email your completed Application Form
to the Registrar at stride@computershare.co.nz (please
put “Stride Share Purchase Plan” in the subject for easy
identification) and make payment by electronic funds
transfer, as set out in the instructions on the Application
Part 3: Questions
and Answers (continued)
Form, by the Closing Date. If the exact amount of money is
not tendered, Stride reserves the right not to accept all or
part of your payment. In those circumstances, Stride will
return your Application or refund all or part of your payment
without interest.
Online Applications at www.shareoffer.co.nz/stride are
strongly encouraged.
You will not be able to withdraw or revoke your Application
once you have sent it in.
16. How long is the Offer open and when will I receive my
Offer Stapled Securities?
The Offer opens on 30 November 2020 and is expected to
close at 5.00pm on 9 December 2020, unless extended. If
you want to participate you should ensure your Application
and payment is received by 5.00pm on 9 December 2020.
Online Applications at www.shareoffer.co.nz/stride are
strongly encouraged.
Please allow adequate time for electronic funds
transfers to be cleared into Stride’s bank account by
this time. Online Applications are strongly encouraged
given the risk of delays in the postal system, but if you
do mail in your Application, please allow adequate time
for mail deliveries to be received. Applications received
after the closing time may not be accepted.
You will receive the Offer Stapled Securities issued to
you under the Offer on the Allotment Date, which is
currently expected to be on or around 15 December
2020. Confirmation of the number of Offer Stapled
Securities issued to you under the Offer will be sent on
the Despatch Date, currently expected to be on or around
21 December 2020.
17. How many Offer Stapled Securities will I receive?
Subject to scaling, you will receive the number of Offer
Stapled Securities equal to the dollar amount of Offer
Stapled Securities you have validly applied for (and
payment has been received in respect of) divided by the
Issue Price. If the dollar amount of Offer Stapled Securities
you have applied for (or are allocated) does not equal a
whole number of Offer Stapled Securities once divided
by the Issue Price, the number of Offer Stapled Securities
allotted to you will be rounded down to the nearest whole
number of Offer Stapled Securities. Any difference due to
rounding or under NZ$5.00 will be retained by Stride.
Any scaling of Applications will be carried out in
accordance with clause 9 of the Terms and Conditions.
18. Will the Offer Stapled Securities be quoted?
The Offer Stapled Securities 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 Stapled Securities 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 Stapled Securities
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 a class
ruling issued by NZX Regulation on 30 September 2020.
20. What is Stride’s dividend policy?
Stride’s dividend policy is to target a cash dividend to
shareholders that is between 95% and 100% of its
distributable profit. Distributable profit is presented to
enable investors to see an earnings measure which more
closely aligns to Stride’s underlying and recurring earnings
from its operations. 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, share of profits in equity-accounted investments,
dividends received from equity-accounted investments and
current tax. See Note 4.2 to Stride’s Consolidated Interim
Financial Statements for the period ending 30 September
2020 for further information.
21. What are the implications of investing in Stapled
Securities?
The practical implications of a shareholder holding a
Stapled Security include that:
(a) The shareholder is a shareholder of both SPL and SIML.
(b) In order to sell a SPL share or a SIML share,
the corresponding SIML share or SPL share,
as applicable, also needs to be sold to the
same purchaser.
(c) Market disclosures via NZX may be made in respect
of the Stride companies as a whole, but each of
SPL and SIML will continue to be obliged to make
announcements under the Listing Rules according
to the nature of the disclosure (for example,
announcements about the declaration of a dividend or
the passing of a resolution at a meeting of shareholders
would be made by the relevant company).
(d) The only quoted price of a SPL share and/or a SIML
share on the NZX Main Board will be the quoted price
for the Stapled Security.
(e) The materiality of “Material Information” for continuous
disclosure purposes under the Listing Rules will be
assessed against the potential effect on the price
of Stapled Securities as there will not be a separate
quoted price available for each of SPL and SIML. Any
disclosure of “Material Information” made by Stride
will explain whether the information is material to SPL
and/or SIML.
(f) New issues of Stapled Securities (such as the
Placement and the Offer) will result in equal numbers of
SPL shares and SIML shares being issued.
(g) Shareholders are entitled to attend, or vote by proxy,
at separate meetings of shareholders of each of SPL
and SIML. For some transactions involving SPL and
SIML (for example, an issuance of Stapled Securities
being made with shareholder approval under the
Listing Rules), resolutions might be required from
shareholders in respect of the same matter. In that
case, the relevant transaction will only be able to
proceed if the respective resolutions are approved at
shareholder meetings of both SPL and SIML.
(h) Distributions will be received, to the extent declared,
from each of SPL and SIML.
22. Why are not all shareholders eligible to participate in
the Offer?
Stride considers that the legal requirements of jurisdictions
other than New Zealand are such that it would be unduly
onerous for Stride 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.
23. 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 on page 21.
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201011
Wellington shoreline showing 20 Customhouse Quay (with Deloitte signage) and SPL’s Meridian building directly in front
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201213
Part 4: Terms and
Conditions
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 Stapled Securities 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 Stapled
Securities at a lower price than the Issue Price.
We encourage you to seek your own financial advice regarding your
participation in the Offer.
Consistent with the representations, warranties and
acknowledgements contained in these Terms and Conditions and
the Application Form, you may not submit any completed Application
Forms for any person outside New Zealand. Failure to comply with
these restrictions may result in a violation of applicable securities laws.
1. Offer timetable
Record Date: Eligible Shareholders registered at 5.00pm on
24 November 2020 may participate in the Offer.
Opening Date: The Offer opens on 30 November 2020.
This Offer Document is sent to Eligible Shareholders on
30 November 2020.
Closing Date: The Offer closes at 5.00pm on 9 December
2020, unless extended. Applications must be received by this
time. Applications may, at Stride’s option, not be processed or
held to be valid if they have not been received by this time.
Issue Price and results of the Offer announced: The Issue
Price and results of the Offer will be announced through NZX on
14 December 2020.
Allotment Date: The Offer Stapled Securities are proposed to
be settled and allotted on or around 15 December 2020.
Commencement of trading on the NZX Main Board: Stride
expects the Offer Stapled Securities will commence trading on
the NZX Main Board on the Allotment Date.
Despatch Date: Stride expects that a transaction confirmation
will be despatched to you on or around 21 December 2020.
Stride 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 the Stapled Security Register as
being a registered holder of Existing Stapled Securities and has
a registered address in New Zealand, unless that person holds
Stapled Securities 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 Stapled Securities are taken to be a single
registered holder of Stapled Securities 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.
2.4 Stride accepts no liability where an Eligible Shareholder does not
receive an Application Form, or does not receive the Application
Form in time.
3. Issue Price and Number of Offer Stapled Securities
3.1 The Issue Price for Offer Stapled Securities under the Offer will
be the lower of:
(a) NZ$2.14 per Offer Stapled Security (representing a 7.0%
discount to Stride’s closing market price of NZ$2.30 on
the NZX Main Board on 24 November 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 Stapled Securities traded on the NZX Main Board over
the five business day period prior to and including the Closing
Date, rounded down to the nearest cent.
3.2 The Issue Price will be fixed as at 5.00pm on 9 December 2020
(being the Closing Date) and is expected to be announced
through NZX on 14 December 2020.
3.3 Subject to scaling, you will receive the number of Offer Stapled
Securities equal to the dollar amount of Offer Stapled Securities
you have validly applied for (and payment has been received
in respect of) divided by the Issue Price. If the dollar amount of
Offer Stapled Securities you have applied for (or are allocated)
does not equal a whole number of Offer Stapled Securities once
divided by the Issue Price, the number of Offer Stapled Securities
allotted to you will be rounded down to the nearest whole number
of Offer Stapled Securities. Any difference due to rounding or
under NZ$5.00 will be retained by Stride.
3.4 Subject to clause 4.2 of these Terms and Conditions, Eligible
Shareholders may elect to purchase a dollar amount of Offer
Stapled Securities 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 Stapled Securities 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 Stapled Securities 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
Stapled Securities 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
Stapled Securities through a trustee or custodian and also
own Stapled Securities in your own name, then you may either
purchase Offer Stapled Securities yourself or instruct your
trustee or custodian to purchase Offer Stapled Securities 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 Stapled Securities 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 Stapled Securities by reason only of being a bare
trustee of a trust to which the Stapled Securities are subject,
is a custodian under the Offer.
4.2 Custodians may apply to purchase Offer Stapled Securities
under the Offer but only up to the total value of Offer Stapled
Securities applied for on behalf of each beneficial owner in
New Zealand for which the custodian acts as a custodian.
Custodians must confirm to Stride that they are holding Stapled
Securities as a custodian for beneficial owners by providing the
written certification to Stride described in clause 4.3 below.
Each beneficial owner may only direct the custodian to apply on
behalf of that beneficial owner for Offer Stapled Securities as
described in clauses 3.4 and 3.5. A separate online Application or
Application Form must be completed for each beneficial owner.
4.3 If a custodian applies to purchase Offer Stapled Securities on
behalf of one or more beneficial owners, the custodian must
certify to Stride in writing together with the Application:
(a) that the custodian holds Stapled Securities 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
Stapled Securities 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 Stapled Securities 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 Stapled Securities 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 Stapled
Securities
5.1 If you wish to participate in the Offer, you must complete an online
Application on the offer website www.shareoffer.co.nz/stride
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.
5.2 Eligible Shareholders should make an electronic funds transfer
for the dollar amount of Offer Stapled Securities applied for.
5.3 To be valid, Applications must be received by Stride by 5.00pm
on 9 December 2020. Applications received after that date will
only be accepted at Stride’s discretion. Online Applications at
www.shareoffer.co.nz/stride are strongly encouraged. Due to
the risk of delay in posting applications, shareholders applying
via the Application Form are strongly recommended to scan
and email their completed Application Form to the Registrar
at stride@computershare.co.nz (please put “Stride Share
Purchase Plan” in the subject line for easy identification).
6. Stride’s discretion to accept, reject or scale back
Applications
6.1 Stride has discretion to accept or reject your Application to
purchase Offer Stapled Securities under the Offer, including
(without limitation) if:
(a) your Application Form or online Application is incorrectly
completed or incomplete or otherwise determined by Stride
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 Stapled Securities that you have applied for;
(d) it appears that you are applying to buy more than NZ$50,000
of Offer Stapled Securities (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
Stride 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) Stride believes that you are not an Eligible Shareholder or
custodian; or
(g) Stride considers that your Application does not comply with
these Terms and Conditions.
6.2 Stride reserves the right to scale back, at its absolute discretion,
any Application for Offer Stapled Securities under the Offer,
subject to clause 9. Stride reserves the right to terminate the
Offer and reject all Applications at any time prior to the issue of
the Offer Stapled Securities 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 Stapled Securities 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.
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201415
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 (including the “Important Information”
section) and the Investor Presentation (including pages 37 to
41 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 Stride that you are an Eligible Shareholder
entitled to apply for Offer Stapled Securities 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 Constitutions;
(e) you acknowledge that the Offer may be withdrawn by Stride
at any time 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 Stride that you are not applying for Offer
Stapled Securities under the Offer with an application
value in excess of NZ$50,000 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 Stride’s discretion to accept, reject or scale
back any Applications, you authorise Stride (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 Stride 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;
(k) you agree to indemnify Stride for, and to pay to Stride within
five business days of demand, any dishonour fees or other
costs Stride may incur in presenting a cheque for payment
which is dishonoured;
(l) you acknowledge that none of Stride, 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 Stapled Securities under the Offer;
(m) you acknowledge the risk that the market price for the
Stapled Securities may change materially between
the Opening Date, the date you apply for Offer Stapled
Securities 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 Stapled Securities may be higher
or lower than the price at which Stapled Securities are
trading on the NZX Main Board at the time Offer Stapled
Securities are issued under the Offer;
(ii) the market price of Offer Stapled Securities following
allotment may be higher or lower than the Issue Price;
(iii) it is possible that up to or after the Allotment Date, you
may be able to buy Stapled Securities at a lower price
than the Issue Price; and
(iv) a change in the market price of Stapled Securities prior
to the Issue Price being determined may affect the Issue
Price;
(n) you acknowledge that Stride is not liable for any exercise of
its discretions referred to in these Terms and Conditions;
(o) you represent and warrant that you are not a resident of nor
located in the United States and you are not acting on behalf
of a person in the United States and will not purchase any
Offer Stapled Securities with a view to re-sale in the United
States or to or for the account or benefit of a person in the
United States; and
(p) 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 Stapled Securities under
the Offer for a beneficial owner pursuant to clause 4.2, the
certifications referred to in clauses 7.1(c) and (g) will be taken to
be given by the beneficial owner on whose behalf the custodian
is applying to purchase Offer Stapled Securities.
8. Issue Price
You agree to pay the Issue Price per Offer Stapled Security up
to the maximum dollar amount you have specified in your online
Application or on the Application Form.
9. Scaling
9.1 Stride reserves the right to scale back, at its absolute discretion,
any Application for Offer Stapled Securities under the Offer,
including where Stride determines not to accept additional
Applications over $40 million, or decides not to accept all
additional Applications.
9.2 Any scaling of Applications will be undertaken by Stride having
regard to the number of Existing Stapled Securities held by the
applicant (or, in the case of an Application made by a custodian,
the relevant beneficial owner(s)) at the Record Date.
9.3 If scaling produces a fractional number, the number of Offer
Stapled Securities you will be allotted will be rounded down to
the nearest whole number of Offer Stapled Securities.
9.4 If your Application is scaled, your application monies will be greater
than the value of the Offer Stapled Securities 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.
Part 4: Terms and
Conditions (continued)
10. Offer Stapled Securities
10.1 Offer Stapled Securities issued under the Offer will rank
equally with, and have the same voting rights, dividend
rights and other entitlements as, existing fully paid Stapled
Securities quoted on the NZX Main Board. Eligible
Shareholders will receive the quarterly dividend for the
quarter ended 30 September 2020, which is expected to be
declared on 30 November 2020 and paid on 22 December
2020, in respect of any Offer Stapled Securities allocated to
them under the Offer.
10.2 Applicants for Offer Stapled Securities will be bound by
the Constitutions and the terms of the Offer set out in this
Offer Document.
10.3 It is a term of the Offer that Stride will take any necessary steps
to ensure that the Offer Stapled Securities are immediately
after issue quoted on the NZX Main Board.
10.4 The Offer Stapled Securities 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.
10.5 You cannot trade in any Offer Stapled Securities issued to
you pursuant to the Offer, either as principal or agent, until
quotation of the Offer Stapled Securities on the NZX Main
Board in accordance with the Listing Rules. Stride expects that
the Offer Stapled Securities 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, Stride may,
at its discretion:
(a) make non-material modifications to the Offer or the Terms
and Conditions (in which case Applications for Offer
Stapled Securities 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 Stapled Securities 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 Stride 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 Stride waives compliance with any provision of these
Terms and Conditions, such waiver will apply to all Eligible
Shareholders.
11.4 Stride 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, Stride 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 Stapled Security. Stride’s decision will be final
and binding.
14. Inconsistency
Unless otherwise determined by the Boards, 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) the Constitutions, the Constitutions shall prevail.
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201617
34 Shortland Street, Auckland
Part 5: Glossary
Allotment Date
On or around 15 December 2020, unless extended.
Application
An application for Offer Stapled Securities under the Offer made using an Application Form or an online application made
through www.shareoffer.co.nz/stride.
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.
Boards
The boards of directors of SPL and SIML.
Capital Raising
The placement and the Offer.
Class Waiver
The class waiver and ruling issued by NZX Regulation dated 30 September 2020.
Closing Date
9 December 2020, unless extended.
Constitutions
The constitutions of SPL and SIML.
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, share of profits in equity-accounted investments, dividends received from
equity-accounted investments and current tax. Further information, including the calculation of distributable profit
and the adjustments to profit before income tax, is set out in Note 4.2 to Stride’s Consolidated Interim Financial
Statements.
Despatch Date
On or around 21 December 2020, unless extended.
Eligible Shareholder
A person who, at 5.00pm on the Record Date, was recorded in the Stapled Security Register as being a registered
holder of Existing Stapled Securities and having a registered address in New Zealand, unless that person holds
Stapled Securities 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 Stapled Security
A Stapled Security on issue on the Record Date.
Issue Price
The lower of:
(a)
NZ$2.14 per Offer Stapled Security (being the price paid by investors in the Placement); and
(b)
a 2.5% discount to the volume weighted average market price of the Stapled Securities traded on the NZX
Main Board over the five business day period prior to and including the Closing Date, rounded down to the
nearest cent.
Listing Rules
The NZX Listing Rules.
NZX
NZX Limited.
NZX Main Board
The main board equity security market operated by NZX.
NZ$
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.
Offer Document
This offer document.
Offer Stapled Securities
The Stapled Securities offered under the Offer.
Opening Date
30 November 2020.
Placement
The placement of Stapled Securities in Stride announced on 25 November 2020 at a price of NZ$2.14 per Stapled
Security, under which 84,112,150 Stapled Securities are to be issued on 1 December 2020.
Record Date
24 November 2020.
Registrar
Computershare Investor Services Limited.
SIML
Stride Investment Management Limited.
SPL
Stride Property Limited.
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20201819
Stapled Security
One SIML ordinary share and one SPL ordinary share linked together and registered in the Stapled Security
Register in the name of the relevant holders of Stapled Securities.
Stapled Security Register
The register of Stapled Securities maintained by Stride, recording the holders of Stapled Securities.
Stride or Stride Property Group
Stride Property Limited and Stride Investment Management Limited.
Terms and Conditions
The terms and conditions of this Offer as set out in Part 4 of this Offer Document.
U.S. Person
Has the meaning given to it in Regulation S of the U.S. Securities Act of 1933.
Part 6: Directory
Issuer
Stride Property Limited and Stride Investment
Management Limited
Level 12, 34 Shortland Street
Auckland 1010
PO Box 6320
Victoria Street West
Auckland 1142
New Zealand
Directors of Stride Property Limited and
Stride Investment Management Limited
Tim Storey Independent Director and Chair
John Harvey Independent Director
Michelle Tierney Independent Director
Philip Ling Independent Director
Nick Jacobson Independent Director
Jacqueline Cheyne
(formerly Robertson) Independent Director
Legal Adviser
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
Level 21, ANZ Centre
171 Featherston Street
Wellington 6011
Registrar
If you have any queries about how to apply, please
contact the Registrar at:
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Auckland 1142
New Zealand
Phone: 0800 650 034
Email: stride@computershare.co.nz
Stride Property GroupStride Property GroupShare Purchase Plan Offer Document 30 November 2020Share Purchase Plan Offer Document 30 November 20202021
Stride Property Group
Level 12, 34 Shortland Street, Auckland 1010
PO Box 6320, Victoria Street West, Auckland 1142
New Zealand
T +64 9 912 2690
W strideproperty.co.nz
---
Application Form
Stride Property Group Share Purchase Plan Application Form
Apply online at www.shareoffer.co.nz/stride
The online Application must be completed by no later than 5.00pm on 9 December 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/stride is strongly encouraged given the potential for delay in the postal service.
This Application Form is irrevocable and cannot be withdrawn once lodged.
Application for Offer Stapled Securities and Payment
You may apply for new stapled securities of Stride Property Group (Offer Stapled Securities), up to a maximum of NZ$50,000 worth of Offer Stapled Securities
(on and in accordance with the Terms and Conditions in the accompanying Offer Document). Each Offer Stapled Security comprises an ordinary share in Stride
Investment Management Limited (SIML) and an ordinary share in Stride Property Limited (SPL) (SPL and SIML, together Stride), stapled so that they may only
be dealt with as a single equity security. Please indicate the dollar amount of Offer Stapled Securities you are applying for below, and pay by direct credit to the
account detailed below.
Total dollar amount of Offer Stapled Securities 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 9 December 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 Stapled Securities applied for.
Please state the total dollar amount of Offer Stapled Securities that you are
applying for on behalf of beneficial owners under this CSN.
$
Direct Credit Instructions:
Pay by direct credit to: Stride Share Purchase Plan
Bank Name: ANZ Bank
Account Number: 01-1839-0926540-025
$
CONTACT NAME
Certification
By applying for Offer Stapled Securities 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 9 December 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 Stride and/or the Registrar. This information will be used for the purposes of
managing your investment in the Offer. Under the Privacy Act 1993 (or from 1 December 2020, the Privacy Act 2020), 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 or 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/stride and by following the
onscreen instructions; alternatively please complete
this Application Form and return by email (highly
recommended) or by post.
• Specify the dollar amount of Offer Stapled Securities
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 Stapled
Securities up to NZ$50,000 worth of Offer Stapled
Securities.
• Make one application only, whether personally or
through a Custodian. If you own Stapled Securities
through a trustee or Custodian and also own Stapled
Securities in your own name, then you may either
purchase Offer Stapled Securities yourself or instruct
your trustee or Custodian to purchase Offer Stapled
Securities 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 9 December 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 Stapled Securities you applied
for on the front of this Application Form.
• Stride 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 Stapled Securities 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 7.1 of the Terms and
Conditions in the Offer Document;
• I/We acknowledge that the Issue Price will be
announced on 14 December 2020 and that the
number of Offer Stapled Securities that may be
allocated to me/us will be calculated by dividing
the dollar amount of Offer Stapled Securities 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 constitutions of SPL
and SIML;
• I/We declare that we are not applying for more
than NZ$50,000 worth of Offer Stapled Securities
(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 Stapled
Securities, I/we agree to indemnify, among others,
Stride 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 sections “Important
Information” and the Terms and Conditions) and the
Investor Presentation (including pages 37 to 41 of the
Investor Presentation (“Key risks”)) in their entirety;
• If I am a Custodian, I also certify the matters in
accordance with clause 7.2 of the Terms and
Conditions in the Offer Document and further
certify that:
– my address recorded in Stride’s Stapled Security
Register is in New Zealand or I can otherwise
participate in the Offer in compliance with all
applicable laws and I hold Existing Stapled
Securities directly or indirectly as a Custodian for
beneficial owners as at the Record Date; 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 Stapled
Securities 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;
– I am not applying for more than NZ$50,000
worth of Offer Stapled Securities in respect of any
beneficial owner for whom I act as a Custodian; and
– a copy of the Offer Document was given to each
beneficial owner.
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 Stride 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: stride@computershare.co.nz
(please put Stride 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.
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