Retail Offer Opens
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Retail Offer Document
29 November 2021
Go to www.shareoffer.co.nz/stride
for more information and to apply
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
2 Important Information
4 Chair’s Letter
6 Part 1: Key Details
7 Part 2: Key Dates
8 Part 3: Questions and Answers
12 Part 4: Terms and Conditions
18 Part 5: Glossary
20 Part 6: Directory
Contents
Stride Property GroupRetail Offer Document | 29 November 20211
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 retail
offer (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 waiver issued by NZX
Regulation in favour of Stride dated 25 November 2021 (the
NZX Waiver).
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 2021, and the Offer was published by Stride on
25 November 2021 (the Investor Presentation). A copy of the
Investor Presentation and other important information released
on 25 November 2021 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 30 to 34 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 2021 (including the
Investor Presentation accompanying that announcement);
• Stride’s interim results for the six months ended
30 September 2021 (including the Investor Presentation
and interim report accompanying that announcement)
released on 25 November 2021;
• Stride’s business update released on 3 November 2021;
• the establishment of Stride’s subsidiary to invest in office
properties, Fabric Property Limited (Fabric), and the
proposed demerger and initial public offering of Fabric,
released on 13 September 2021, together with the
announcement of the withdrawal of the offer released on
21 September 2021; and
• Stride’s annual results for the year ended 31 March 2021
(including the results presentation and annual report
accompanying that announcement) released on 27 May
2021.
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 153 to 155 of Stride’s annual report for
the financial year ended 31 March 2021.
See Question 21 in Part 3 (“Questions and Answers”) in relation
to the implications of investing in Stapled Securities.
NZX Waiver
Stride is making the Placement and the Offer in reliance on
the NZX Waiver which provides a waiver from Listing Rule 4.5
to permit Stride to undertake a placement of up to 15% of its
Stapled Securities on issue under the Placement and the Offer
without shareholder approval. The NZX Waiver is required
due to the timing of the Capital Raising and the calculation of
Stride’s placement capacity resulting from the application of the
NZX COVID-19 Relief utilised by Stride for its capital raising in
November 2020 (for further details, see the NZX Waiver).
The NZX Waiver is subject to certain conditions, as set out in
the terms of such waiver (a copy of which is available at
www.nzx.com under the ticker code “SPG”). The conditions
include that the waiver is disclosed in this Offer Document
and in Stride’s annual report for the financial year ending
31 March 2022.
Stride Property GroupRetail Offer Document | 29 November 20212
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 Stapled
Securities. 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 an 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 30 to 34 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
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, 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.
Words importing the plural include the singular and vice versa.
Stride Property GroupRetail Offer Document | 29 November 20213
Dear Shareholder,
On 25 November 2021,
we announced plans to raise
approximately NZ$120 million
of new equity through a
NZ$100 million underwritten
placement of new Stapled
Securities (Placement) and a
retail offer (the Offer) of up to
NZ$20 million (with the ability to
accept additional applications
under each of the Placement and
the Offer at Stride’s discretion),
(together, the Capital Raising).
The Placement was completed
on 25 November 2021 and due
to strong demand Stride elected
to increase the placement size to
NZ$110 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 16 December 2021. They will rank equally with existing
Stapled Securities at that date.
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
The proceeds of the Capital Raising will be used initially to
reduce drawn debt, reducing SPL’s loan to value ratio from
41.0% as at 30 September 2021 to 28.8% (on a pro forma
basis, and assuming NZ$130 million is raised under the Capital
Raising). This will provide Stride with greater flexibility and
options for the establishment of Stride’s office fund, as well as
progressing other strategic initiatives.
As shareholders will be aware, Stride’s strategy is to establish
a group of investment management products in specific
commercial property sectors to provide growth in its investment
management business. In September 2021, Stride announced
that it was establishing a new Stride Product focussed on the
office sector, through the demerger and initial public offering of
SPL’s wholly owned subsidiary, Fabric Property Limited (Fabric).
The Stride Board subsequently elected to withdraw the initial
public offer. However, Stride remains committed to its strategy
of growing its real estate investment management business,
including the establishment of Fabric as a new Stride Product.
The Stride Board continues to assess options to achieve this,
and the Capital Raising provides more flexibility in these options.
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.
Chair’s Letter
Stride Property GroupRetail Offer Document | 29 November 20214
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, given the Government has recently passed
legislation mandating that commercial landlords provide rent
abatement to tenants during the period impacted by COVID-19
restrictions, this will result in a reduction in rental revenue for
Stride for the period of COVID-19 restrictions. The full impact of
this legislation is not currently known, but Stride will continue to
work with its tenants to seek to ensure a fair allocation of costs
and benefits, and will seek to minimise the financial impact for
Stride where possible.
As stated in the interim report for the six months ended
30 September 2021, after considering the current anticipated
impact of rent abatements associated with COVID-19
restrictions, the Stride Boards confirmed that they currently
anticipate that the combined cash dividends per share for
SPL and SIML for FY22 will be 9.91 cps, assuming no further
restrictions are imposed due to COVID-19 once the traffic light
system takes effect, assumed to be in early December 2021.
Dividends
Stride declared a quarterly dividend for the three months ended
30 September 2021 on 25 November 2021. The new Stapled
Securities issued under the Placement and the Offer will not be
eligible for this dividend, as the record date for the dividend of
30 November 2021, occurs before the new Stapled Securities
are issued under the Placement and the Offer. However, the new
Stapled Securities issued under the Offer will be eligible for all
future dividends, with the first dividend expected to be paid in
March 2022.
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. The Offer limit has been specifically
set at NZ$50,000 so as to allow the vast majority of Eligible
Shareholders to apply for such number of shares as would
retain their pro rata shareholding if they wish. If the Offer is
oversubscribed, applications will be scaled having regard
to existing shareholdings on 24 November 2021 (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 an
Application at www.shareoffer.co.nz/stride by 5.00pm on
10 December 2021.
Instructions on how to make payment can be found 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 2021 at
www.nzx.com under the ticker code “SPG”. In particular,
you should read and consider pages 30 to 34 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.
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
Stride Property GroupRetail Offer Document | 29 November 20215
Part 1: Key Details
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 amountYou 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$20 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 PriceThe lower of:
(a) NZ$2.00 per Offer Stapled Security (representing a 8.5% discount to Stride’s
closing market price of NZ$2.185 (ex-dividend) on the NZX Main Board on 24
November 2021 (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 underwritingThe Offer is not underwritten.
When to apply Applications must be received by 5.00pm on the Closing Date (10 December 2021, unless
extended).
How to apply
Eligible Shareholders wishing to participate in the Offer must complete an Application at
www.shareoffer.co.nz/stride and make payment by way of electronic funds transfer.
If you are a Custodian, please see clause 4.3 of the Terms and Conditions..
Receiving your Offer Stapled
Securities
You will receive your Offer Stapled Securities on the Allotment Date (16 December 2021,
unless extended).
Stride Property GroupRetail Offer Document | 29 November 20216
Part 2: Key Dates
*
DateEvent
5.00pm on
24 November 2021
Record Date The date on which Eligible Shareholders are determined.
29 November 2021Opening Date Offer documents sent to Eligible Shareholders. Offer opens.
5.00pm on
10 December 2021
Closing Date Offer closes. Applications (with payment) must be received by 5.00pm.
15 December 2021Issue Price and results
of the Offer
Issue Price and results of the Offer announced.
16 December 2021Allotment 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.
20 December 2021Despatch DateTransaction confirmation despatched to participating Eligible Shareholders.
* 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.
20 Customhouse Quay, Wellington
Stride Property GroupRetail Offer Document | 29 November 20217
Part 3: Questions & Answers
These Questions and Answers are a summary only and you
should refer to the attached Terms and Conditions for further
information.
01. 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$20 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.
02. What will the proceeds be used for?
The proceeds of the Capital Raising will be used initially
to reduce drawn debt, reducing SPL’s loan to value ratio
from 41.0% as at 30 September 2021 to 28.8% (on a
pro forma basis, and assuming NZ$130 million is raised
under the Capital Raising). This will provide Stride with
greater flexibility and options for the establishment
of Stride’s office fund, as well as progressing other
strategic initiatives.
03. Am I eligible?
Shareholders with an address in New Zealand at 5.00pm
on the Record Date are eligible to participate in the Offer.
Please refer to clause 2 of the Terms and Conditions.
04. What is the price of the Offer Stapled Securities?
The Issue Price will be the lower of:
(a) NZ$2.00 per Offer Stapled Security (representing
a 8.5% discount to Stride’s closing market price of
NZ$2.185 (ex-dividend) on the NZX Main Board on
24 November 2021 (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
10 December 2021 (being the Closing Date) and
is expected to be announced through NZX on
15 December 2021.
05. 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$20 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.
06. 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.
07. 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.
08. 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.
09. 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$130 million is raised
under the Placement and the Offer (taking into account
the NZ$110 million of shares to be issued under the
Placement and assuming the amount to be raised in the
Offer of NZ$20 million (i.e., assuming Stride does not
Stride Property GroupRetail Offer Document | 29 November 20218
exercise its discretion to accept additional Applications
under the Offer) is fully subscribed and the Offer Stapled
Securities are issued at NZ$2.00 per Offer Stapled
Security), approximately 65 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 12.1%.
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 increasing the
individual application cap from the typical NZ$15,000
to NZ$50,000 worth 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 Stapled Securities.
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.
Risks associated with returns on investments are
particularly acute during periods of elevated financial
market volatility.
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 30 to
34 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 2021,
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 30 to 34 of the
Investor Presentation (“Key Risks”) before making an
investment decision.
Further information about Stride, including its most recent
annual report released on 27 May 2021, and its interim
report released on 25 November 2021, 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 20, 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.
Stride Property GroupRetail Offer Document | 29 November 20219
Part 3: Questions & Answers (Continued)
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 must complete
an Application at www.shareoffer.co.nz/stride or, if you
are a Custodian, please see clause 4.3 of the Terms
and Conditions.
You will need your CSN / Holder Number to apply. You
must pay for your Application by electronic funds transfer
to Stride.
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.
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 29 November 2021 and is expected
to close at 5.00pm on 10 December 2021, unless
extended. If you want to participate you should ensure
your Application and payment is received by 5.00pm on
10 December 2021.
Please allow adequate time for electronic funds
transfers to be cleared into Stride’s bank account by
this time. 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 16 December 2021.
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
20 December 2021.
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. 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 Plans) in respect of the first
NZ$15,000 of Offer Stapled Securities offered and
under Listing Rule 4.5 (15% Placements) in respect of the
additional NZ$35,000 of Offer Stapled Securities to be
offered.
20. What is Stride’s dividend policy?
Stride’s dividend policy is to target a cash dividend to
shareholders that is between 80% 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-NZ GAAP
measure and consists of profit/(loss) before income tax,
adjusted for determined non-recurring and/or non-cash
items, share of profits in associates, dividends received
from associates, and current tax. See note 4.2 to Stride’s
Consolidated Interim Financial Statements for the period
ending 30 September 2021 for further information.
Eligible Shareholders will not receive the cash dividend
announced on 25 November 2021 in respect of any
Offer Stapled Securities allocated to them under the Offer
as the record date for that dividend occurs prior to the
allotment of the Offer Stapled Securities.
Stride Property GroupRetail Offer Document | 29 November 202110
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. How do I trade Stapled Securities?
If you wish to buy or sell any Stapled Securities, this can
be effected on the NZX Main Board by instructing a
broker. You will need to provide your Authorisation Code
(FIN) and your Common Shareholder Number (CSN) to
the broker you are instructing to effect the trade. You
may be required to pay brokerage in respect of that trade.
You should seek your own financial and tax advice before
effecting any trade of Stapled Securities.
24. 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, please
contact the Registrar as set out in the Directory.
Stride Property GroupRetail Offer Document | 29 November 202111
Part 4: Terms and Conditions
If you apply to participate in the Offer by completing an
Application, 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 on the Offer website, you may not submit any Application for
any person outside New Zealand. Failure to comply with these
restrictions may result in a violation of applicable securities laws.
01. Offer timetable
Record Date: Eligible Shareholders registered at 5.00pm
on 24 November 2021 may participate in the Offer.
Opening Date: The Offer opens on 29 November 2021.
This Offer Document is sent to Eligible Shareholders on
29 November 2021.
Closing Date: The Offer closes at 5.00pm on
10 December 2021, 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 15 December 2021.
Allotment Date: The Offer Stapled Securities are
proposed to be settled and allotted on or around
16 December 2021.
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
20 December 2021.
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.
02. 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 an 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 Application 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 email or letter to apply for Offer
Stapled Securities on the Offer website.
03. 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$2.00 per Offer Stapled Security (representing
a 8.5% discount to Stride’s closing market price of
NZ$2.185 (ex-dividend) on the NZX Main Board on
24 November 2021 (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
10 December 2021 (being the Closing Date) and
is expected to be announced through NZX on
15 December 2021.
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 Application. 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 Subject to clause 4.2 of these Terms and Conditions,
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
Stride Property GroupRetail Offer Document | 29 November 202112
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.
04. 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 for an amount greater than NZ$50,000 under
the Offer, provided the Custodian only applies for no
more Offer Stapled Securities than collectively have an
aggregate application price of NZ$50,000 for each
beneficial owner in New Zealand for which the Custodian
acts as a Custodian. 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 of these Terms and Conditions.
4.3 In order to apply to purchase Offer Stapled Securities on
behalf of one or more beneficial owners, Custodians must
provide the following information by email to the Registrar
and make payment by way of electronic funds transfer:
(a) the number of Participating Beneficiaries (as defined
below) and their names and addresses;
(b) in respect of each of the Participating Beneficiaries,
the number of Stapled Securities that the Custodian
holds and the dollar amount of Offer Stapled
Securities the Participating Beneficiary has instructed
the Custodian, either directly or indirectly through a
Downstream Custodian (as defined below), to apply for
on behalf of that Participating Beneficiary;
(c) where the Custodian holds Stapled Securities on
behalf of a Participating Beneficiary indirectly, through
one or more Downstream Custodians, the name and
address of each Downstream Custodian; and
(d) an acknowledgement that the certifications described
in clauses 4.4, 7.1 and 7.2 of these Terms and
Conditions below are deemed to have been provided
to Stride.
4.4 If a Custodian applies in the manner described above to
purchase Offer Stapled Securities on behalf of one or
more beneficial owners, the Custodian will be deemed to
have certified to Stride that:
(a) the Custodian holds Stapled Securities on behalf of:
(i) one or more other persons that are not
Custodians (who would be Eligible Shareholders if
they held Stapled Securities directly); and/or
(ii) another Custodian (Downstream Custodian)
that holds beneficial interests in Stapled
Securities on behalf of one or more other
persons to which those interests relate, on the
Record Date,
(each a Participating Beneficiary) who have
subsequently instructed the Custodian, and/or the
Downstream Custodian, to apply for Offer Stapled
Securities under the Offer on their behalf;
(b) the information set out in the email required to be
provided to the Registrar under clause 4.3 of these
Terms and Conditions is true and accurate;
(c) there are no Participating Beneficiaries in respect of
which the total of the application price for the following
exceeds NZ$50,000:
(i) the application price for Offer Stapled Securities
applied for on their behalf under the Offer; and
(ii) the application price for any other Stapled
Securities issued to the Custodian (as a result
of an instruction given to the Custodian or a
Downstream Custodian) for that Participating
Beneficiary under any arrangement similar to the
Offer in the 12 months prior to the Allotment Date
for Offer Stapled Securities under the Offer;
(d) a copy of this Offer Document was given to each
Participating Beneficiary; and
(e) 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.
4.5 Custodians are not permitted to participate in the Offer
on behalf of, and must not distribute this document or
any documents relating to this Offer to, any person in the
United States. In the event that a Custodian is acting for
the account or benefit of a person in the United States, it
is not permitted to participate in respect of that person.
Stride Property GroupRetail Offer Document | 29 November 202113
Part 4: Terms and Conditions
05. Completing the Application and paying for Offer
Stapled Securities
5.1 If you wish to participate in the Offer, you must complete
an Application and make an electronic funds transfer in
accordance with the instructions on the Offer website.
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 10 December 2021. Applications received
after that date will only be accepted at Stride’s discretion.
Applications made at www.shareoffer.co.nz/stride
are required, except in the case of Custodians, who
must apply in accordance with clause 4.3 of these
Terms and Conditions.
06. 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 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 of
these Terms and Conditions);
(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.
6.4 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, with
such funds being retained by Stride. All refunds will be
made without interest.
6.5 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.
However, if you have not provided your bank account
details to the Registrar, such funds will be withheld by
the Registrar until you have provided those bank account
details.
07. Significance of sending in an Application /
representations, warranties and agreements
7.1 If you apply to participate in the Offer by completing an
Application you will be deemed to make the following
representations, warranties and agreements:
(a) you confirm that you have received, read and
understood this Offer Document (including the
“Important Information” section) and the Investor
Presentation (including pages 30 to 34 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 (or, in the case of a beneficial holder,
would be an Eligible Shareholder, if you held Stapled
Securities directly) 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 at its sole discretion 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;
Stride Property GroupRetail Offer Document | 29 November 202114
(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) 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 from the following:
(i) the Offer Stapled Securities under the Offer
which are the subject of the Application;
(ii) any other Stapled Securities issued to you
under the Offer, or securities or interests in the
class issued under any similar arrangement in
the 12 months before the Allotment Date (for
the avoidance of doubt, this does not include any
Stapled Securities issued under Stride’s Share
Purchase Plan in December 2020 which were
issued more than 12 months before the
Allotment Date);
(iii) any other Offer Stapled Securities or interests in
the class which you have instructed a Custodian
to acquire on your behalf under the Offer; and
(iv) any other Stapled Securities or interests in the
class issued to a Custodian in the 12 months
before the Allotment Date as a result of an
instruction given by you to the Custodian to apply
for Stapled Securities on your behalf under an
arrangement similar to the Offer;
(i) 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;
(j) 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;
(k) 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;
(l) 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;
(m) you acknowledge that Stride is not liable for any
exercise of its discretions referred to in these Terms
and Conditions;
(n) 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;
(o) 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; and
(p) if you are acting as a trustee, nominee or Custodian,
each beneficial holder on whose behalf you are
applying for and acquiring Offer Stapled Securities is
resident in New Zealand and is not in the United States.
7.2 If a Custodian makes an Application to purchase Offer
Stapled Securities under the Offer for a beneficial owner
pursuant to clause 4.3, the beneficial owner on whose
behalf the Custodian is applying to purchase Offer Stapled
Securities is deemed to have provided to Stride the
certifications referred to in clauses 7.1(c), (f), (g), (h), (k), (l),
(m), (n) and (o).
08. Issue Price
You agree to pay the Issue Price per Offer Stapled
Security up to the maximum dollar amount you have
specified in your Application.
Stride Property GroupRetail Offer Document | 29 November 202115
Part 4: Terms and Conditions
09. 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 NZ$20 million, or
decides not to accept all additional Applications.
9.2 Scaling of Applications will be required if Stride receives
Applications in excess of the maximum number of Offer
Stapled Securities available to be allocated under the
Offer. Such maximum available number of Offer Stapled
Securities will be the lesser of:
(a) NZ$20 million (subject to Stride’s ability to accept
oversubscriptions) of Offer Stapled Securities; and
(b) the number of Offer Stapled Securities to be issued:
(i) under Listing Rule 4.3.1(c) (being an aggregate of
the first NZ$15,000 of Offer Stapled Securities
applied for by applicants under the Offer); plus
(ii) under Listing Rule 4.5 (being the aggregate of the
additional NZ$35,000 of Offer Stapled Securities
applied for by applicants under the Offer), capped
at the maximum number of Stapled Securities that
may be issued under the Placement and the Offer
in accordance with Listing Rule 4.5 (as amended
by the NZX Waiver) (being approximately
NZ$32 million of Offer Stapled Securities).
9.3 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.
9.4 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.
9.5 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 your
bank account held by the Registrar within five business
days of the Allotment Date. If no bank account is held by
the Registrar, your refund payment will be withheld until
you provide your bank account details. 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 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 not receive the quarterly dividend for
the quarter ended 30 September 2021 announced
on 25 November 2021 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.
10.6 The issue of Offer Stapled Securities under the Offer up to
a maximum value of NZ$50,000 per Eligible Shareholder
(or per beneficial owner, in the case of holdings held by
Custodians) is being undertaken under Listing Rule 4.3.1
(Share Purchase Plans) in respect of the first NZ$15,000
of Offer Stapled Securities offered and Listing Rule 4.5
(15% Placements) (as amended by the NZX Waiver) in
respect of the additional NZ$35,000 of Offer Stapled
Securities offered to each Eligible Shareholder.
11. Amendments to the Offer and waiver of compliance
11.1 Notwithstanding any other term or condition of the Offer,
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.
Stride Property GroupRetail Offer Document | 29 November 202116
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.
46 Sale Street, Auckland
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 GroupRetail Offer Document | 29 November 202117
Part 5: Glossary
Allotment Date On or around 16 December 2021, unless extended
Application An application for Offer Stapled Securities under the Offer made using an online application
made through www.shareoffer.co.nz/stride (or, in the case of a Custodian, by submitting an
application in accordance with clause 4.3 of the Terms and Conditions)
Boards The boards of directors of SPL and SIML
Capital Raising The Placement and the Offer
Closing Date 10 December 2021, unless extended
Constitutions The constitutions of SPL and SIML
Custodian Has the meaning given to that term in clause 4.1 of the Terms and Conditions
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 associates,
dividends received from associates 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 for the six months ended
30 September 2021
Despatch Date On or around 20 December 2021, unless extended
Downstream Custodian Has the meaning given to that term in clause 4.4 of the Terms and Conditions
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 an 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$2.00 per Offer Stapled Security (being the price paid by investors in the
Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Stapled
Securities traded on the NZX Main Board over the five business day period prior to
and including the Closing Date, rounded down to the nearest cent
Listing Rules The NZX Listing Rules
NZX NZX Limited
Stride Property GroupRetail Offer Document | 29 November 202118
NZX COVID-19 Relief The class waiver and ruling issued by NZX Regulation dated 30 September 2020
NZX Main Board The main board equity security market operated by NZX
NZX Waiver The waiver from Listing Rule 4.5 issued by NZX Regulation Limited in favour of Stride dated
25 November 2021
NZ$ 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 29 November 2021
Participating Beneficiary Has the meaning given to that term in clause 4.4 of the Terms and Conditions
Placement The placement of Stapled Securities in Stride to eligible institutional investors in New
Zealand, Australia and selected overseas jurisdictions announced on 25 November 2021 at
a price of NZ$2.00 per Stapled Security which raised approximately NZ$110 million, under
which 55 million Stapled Securities are to be issued on 1 December 2021
Record Date 24 November 2021
Registrar Computershare Investor Services Limited
SIML Stride Investment Management Limited
SPL Stride Property Limited
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
Stride Property GroupRetail Offer Document | 29 November 202119
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
Legal Adviser
Bell Gully
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
Level 21, ANZ Centre
171 Featherston Street
Wellington 6011
Directors of Stride Property Limited and
Stride Investment Management Limited
Tim Storey Independent Director and Chair
Ross Buckley Independent Director
John Harvey Independent Director
Michelle Tierney Independent Director
Philip Ling Independent Director
Nick Jacobson Independent Director
Jacqueline Cheyne Independent Director
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, Victoria Street West,
Auckland 1142
New Zealand
Phone: 0800 650 034
Email: stride@computershare.co.nz
Stride Property GroupRetail Offer Document | 29 November 202120
215 Lambton Quay, Wellington
Stride Property GroupRetail Offer Document | 29 November 202121
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
---
29 Novem
ber 2021
Stride Property Group - Retail Offer Open for Applications
Dear Shareholder,
On behalf of the directors of Stride Property Limited (SPL) and Stride Investment Management Limited (SIML,
together with SPL, Stride Property Group), I am pleased to offer all Eligible Shareholders the opportunity
to participate in the Stride Property Group Retail Offer.
Eligible Shareholders are all persons who were recorded in Stride Property Group’s stapled securities register
at 5.00pm on 24 November 2021 as being a holder of Stride Property Group stapled securities that:
(a) have an address in New Zealand; and
(b) are not acting for the account or benefit of a person who resides outside New Zealand.
The Retail Offer is part of Stride Property Group’s equity raising initiative announced on 25 November 2021,
details of which can be found at https://www.nzx.com/companies/SPG
. Stride Property Group completed a
successful NZ$110 million upsized placement of stapled securities to institutional shareholders and other
investors at a price of NZ$2.00 per stapled security (Placement). Stride Property Group is seeking to raise
up to NZ$20 million through the Retail Offer (with the ability to accept additional applications at Stride Property
Group's discretion).
Under the Retail Offer, Eligible Shareholders each have the opportunity to apply for up to NZ$50,000 worth of
new stapled securities of Stride Property Group (Offer Stapled Securities) on and in accordance with the
Terms and Conditions in the Offer Document, without incurring brokerage or other transaction costs.
Offer Stapled Securities comprise one ordinary share in SPL and one ordinary share in SIML, which are stapled
together and trade as a single security on the NZX, with a single price. Further details of the waivers from the
NZX Listing Rules that have been granted by NZX to give effect to the stapled structure and the implications
of investing in stapled securities of Stride Property Group are included on pages 153 to 155 of Stride Property
Group's Annual Report for the financial year ended 31 March 2021.
The price of Offer Stapled Securities under the Retail Offer will be announced on Wednesday, 15 December
2021, and will be the lower of NZ$2.00 per Offer Stapled Security (being the price paid by investors in the
Placement) or a 2.5% discount to the five-da y volume weighted average market price of Stride Property Group
stapled securities traded on the NZX during the last five business days of the Retail Offer period (inclusive).
Further details of the terms of the Retail Offer and an explanation of how you can participate are set out in
the Offer Document which is available online at www.shareoffer.co.nz/stride
, along with the investor
presentation released on 25 November 2021. You should read these documents carefully before deciding
whether to participate in the Retail Offer.
Eligible shareholders wi
shing to participate in the Retail Offer can now apply online at
www.shareoffer.co.nz/stride. Applications for Offer Stapled Securities must be made online and must
be received (with payment) by Computershare no later than 5.00pm on 10 December 2021.
If you have any queries about the Retail Offer or how to apply for Offer Stapled Securities, please contact
Computershare on 0800 650 034 or email stride@computershare.co.nz.
On behalf
of Stride Property Group I welcome your participation in the Retail Offer.
Regards,
Tim Storey
Chair
Stride Property Limited and Stride Investment Management Limited
The offer of Offer Stapled Securities under the Retail Offer is made on the terms and conditions set out in the Offer Document dated 29
November 2021. Capitalised terms have the meaning set out in the Offer Document. Applications for Offer Stapled Securities under the
Retail Offer must be made through the online application process. This letter may not be forwarded to any other person (or otherwise
reproduced in any manner) in any jurisdiction outside of New Zealand. Any forwarding or other distribution of this letter in whole or in
part may result in a violation of relevant securities laws. Stride Property Group disclaims all liability in respect of any breach of such laws.
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.