Amendments to Dividend Reinvestment Plan Document
Company Announcement
14 February 2022
AMENDMENTS TO DIVIDEND REINVESTMENT PLAN DOCUMENT
MOVE Logistics Group Limited (NZX: MOV) advises that it has made certain minor amendments to
MOVE’s Dividend Reinvestment Plan (DRP) Document to reflect the change of the company name
from TIL Logistics Group Limited in mid-2021. There have been no changes to the terms and
conditions of the DRP.
A copy of the updated DRP Document is attached to this announcement.
Current participants in the DRP do not need to do anything as a result of these amendments.
ENDS
For further information, please contact:
Lee Banks
Chief Financial Officer
Phone: +64 27 525 2876
Email: Lee.Banks@movelogistics.com
For media assistance, please contact: Jackie Ellis t: + 64 27 246 2505 e: jackie@ellisandco.co.nz
About MOVE Logistics Group Limited (MOV)
MOVE is one of the largest domestic freight and logistics businesses in New Zealand, with a
nationwide network of branches, depots and warehouses.
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DIVIDEND REINVESTMENT PLAN
OFFER DOCUMENT
28 AUGUST 2018
LOGISTICS GROUP LIMITED
MOVE Logistics Group Limited has established a Dividend Reinvestment
Plan (Plan) which offers eligible Shareholders the opportunity to
reinvest any dividends received on some or all of your existing shares,
into Additional Shares, free of brokerage charges. Participation in the
Plan is optional. This Offer Document explains how the Plan works.
Capitalised terms are set out in the Glossary on page 26.
This is an important document. If you do not understand it, or if you
have any questions in relation to the Dividend Reinvestment Plan or
how to act, please contact your financial adviser.
QUESTIONS
AND ANSWERS
1 WHAT IS MOVE’S DIVIDEND REINVESTMENT
PLAN?
The MOVE Logistics Group Limited (MOVE)
Dividend Reinvestment Plan gives you, as
a Shareholder in MOVE, the opportunity to
reinvest the net proceeds of any cash dividends
payable on your fully paid ordinary shares in
Additional Shares. This provides a convenient
method for you to increase your investment in
MOVE free of brokerage charges.
2 AM I ELIGIBLE TO PARTICIPATE?
As at the date of this Offer Document, the Plan is
only available to holders of Shares who have a
New Zealand or Australian address on the MOVE
Share register.
However, if you hold any Shares over which
MOVE has a lien or charge, those Shares will not
be eligible to participate in the Plan.
3 HOW DO I PARTICIPATE IN THE PLAN?
Once you have read this Offer Document you
can elect to participate at any time by making
an election online at https://investorcentre.
linkmarketservices.co.nz. You will require your
CSN/Holder Number and Authorisation Code
(FIN) to complete your election online.
Alternatively, you can send a completed
Participation Form to Link Market Services, at the
address details set out in the Directory.
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4 WHAT OPTIONS DO I HAVE REGARDING
PARTICIPATING IN THE PLAN?
Participation in the Plan is optional and you can
join, vary or withdraw your participation at any
time. If you wish to participate in the Plan, you
may elect one of the following:
a Full participation
Full participation means that all of your
Shares (including all Shares held both now
and any Shares acquired in the future,
including where issued or transferred
to you under the Plan) will participate in
the Plan for all future dividends to which
the Plan applies (unless you vary your
participation in the Plan in accordance
with the Terms and Conditions of the Plan).
b Partial participation
Partial participation means that the
number of Shares nominated by you
will participate in the Plan for all future
dividends to which the Plan applies
(unless you vary your participation in the
Plan in accordance with the Terms and
Conditions of the Plan).
You will continue to receive in cash any dividend
on any of your Shares which do not participate
in the Plan. If you do not wish to participate in
the Plan, you are not required to do anything.
You will continue to receive in cash any
dividends paid on all of your Shares.
5 WHAT IF I WANT TO RECEIVE MY DIVIDENDS
AS CASH?
If you prefer to receive your dividends as cash,
and do not wish to reinvest the net proceeds
in Additional Shares, then you are not required
to do anything. You do not need to complete a
Participation Form or online election and you will
continue to receive in cash any dividends paid
on your Shares.
6 WHAT IF I CHANGE MY MIND?
You can join the Plan, vary your participation
or withdraw from the Plan at any time online at
https://investorcentre.linkmarketservices.co.nz
or by sending a completed Participation Form
to Link Market Services. Participation Forms are
available online or from Link Market Services on
request.
A variation or withdrawal will be effective from
the first Record Date after you notify Link Market
Services.
7 HOW MUCH DOES IT COST?
Participation in the Plan is free and provides
you with the ability to acquire additional Shares
in MOVE free of any brokerage, commission or
other transaction costs.
8 WHAT PRICE WILL I PAY?
The price of Shares is based upon the arithmetic
average of the daily volume weighted average
sale price (rounded to the nearest cent) of all
MOVE Shares sold through the NZX Main Board
(excluding special trades) during a period of
not more than 10 trading days, as determined
by the Board. This period will begin two trading
days after the relevant dividend record date or
any other date, as determined by the Board. The
Share price may be subject to a discount set by
the Board from time to time.
The length of the period during which the price
for Shares is set, the first day of that period and
the discount, if any, will be announced by MOVE
to Shareholders at the same time the dividend
is announced for the relevant period.
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9 CAN THE PLAN BE CHANGED IN THE FUTURE?
Yes. The MOVE Board may change, suspend
or cancel the Plan at its sole discretion. If that
occurs, notice will be given through the NZX
unless clause 15.4 of the Terms and Conditions
provides otherwisethat notice is not required to
be given.
If MOVE changes the Plan, those changes will
not affect any Shares issued to you under the
Plan prior to the change.
10 HOW DO THE SHARES RANK AND CAN I SELL
THEM?
Shares issued or transferred to you under the
Plan will rank equally in all respects with existing
Shares. You can sell shares issued or transferred
to you under the Plan.
11 ARE THERE ANY TAX IMPLICATIONS?
For New Zealand and Australian income tax
purposes, dividends reinvested in Shares under
a dividend reinvestment plan are generally
treated in the same manner as a cash dividend.
MOVE will provide details of the amount of the
dividend, taxes withheld and credits available
so that you can complete your tax returns. More
information is set out in paragraph 19 of the
Terms and Conditions.
You should contact your professional tax
adviser for information about your specific
circumstances.
12 WHAT IS MOVE’S DIVIDEND POLICY?
The Board of Directors of MOVE will consider
whether to pay a dividend, and the amount
or timing of any such dividend, in respect of
each relevant financial year having regard
to all relevant factors, including financial
performance, cash flow, capital requirements
and the availability of imputation credits.
The payment of dividends is not guaranteed by
MOVE and MOVE’s dividend policy may change
from time to time. Further information on MOVE
dividend policy and payments is available at
www.movelogistics.com/investors/dividend.
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TERMS AND CONDITIONS
1 INTRODUCTION
1.1 The Terms and Conditions of the MOVE Logistics
Group Limited (“MOVE”) Dividend Reinvestment
Plan (the “Plan”) are set out below.
1.2 Under the Plan, holders of fully paid ordinary
shares in MOVE (“Shares”) may elect to reinvest
the net proceeds of cash dividends paid on
all or any of their Shares in MOVE by acquiring
further Shares in MOVE (“Additional Shares”).
1.3 This Offer Document is issued in compliance
with the exclusion for dividend reinvestment
plans contained in Schedule 1 to the Financial
Markets Conduct Act 2013 and the Financial
Markets Conduct Regulations 2014. Accordingly,
no product disclosure statement is required in
respect of the Plan.
1.4 Capitalised terms used in these Terms and
Conditions have the meanings set out in the
Glossary.
1.5 The Questions and Answers section of this Offer
Document set out summary answers to key
questions. If there is any inconsistency between
the Questions and Answers and these Terms
and Conditions, the Terms and Conditions will
prevail.
2 PARTICIPATION IN THE PLAN
Subject to paragraph 4.1, MOVE offers to all
Shareholders the right to elect to participate in
the Plan. However, if you hold any Shares over
which MOVE has a lien or charge in accordance
with the Constitution or other requirements
of law, those Shares will not be eligible to
participate in the Plan.
3 OPTIONS AVAILABLE TO YOU
3.1 You may elect to participate in the Plan by
exercising one of the following options:
a Full participation: If you elect full
participation, participation in the Plan will
apply to all Shares registered in your name
on each relevant Record Date.
b Partial participation: If you elect partial
participation, only the number of Shares
nominated by you will participate in the
Plan. If you nominate a number of Shares
in excess of the number of Shares held by
you, your application will be deemed to be
an application for full participation.
3.2 If you do not wish to participate in the Plan,
you are not required to do anything. You will
continue to automatically receive in cash any
dividends paid on all of your Shares.
4 APPLICATION OF THE PLAN TO OVERSEAS
SHAREHOLDERS
Participation in the Plan by Shareholders
outside of New Zealand or Australia
4.2 MOVE may, in its absolute discretion, elect
not to offer participation under the Plan to
Shareholders whose address on MOVE’s Share
register is outside New Zealand or Australia
if MOVE considers that to do so would risk
breaching the laws of any relevant jurisdiction
outside of New Zealand or Australia and it would
be unduly onerous to ensure compliance with
the laws of that jurisdiction.
As at the date of this Offer Document, the Board
of Directors of MOVE (“Board”) has elected not
to offer participation in the Plan to Shareholders
whose address on MOVE’s Share register is
outside New Zealand or Australia. The Board
may change this policy at its sole discretion.
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Information for Australian Shareholders
4.3 The offer of securities under the Plan does not
need disclosure for the purposes of section 708
of the Corporations Act 2001 (Cth). Accordingly,
this Offer Document will not be lodged with
the Australian Securities and Investments
Commission (“ASIC”).
4.4 If you are resident in Australia, please note
that MOVE is not licensed to provide financial
product advice in relation to the securities
offered under the Plan. There is no cooling-
off regime that applies in respect of your
acquisition of securities offered under the Plan.
This Offer Document does not take into account
your personal objectives, financial situation
or needs. You should consider obtaining your
own financial product advice in relation to the
proposed offer from an independent person
who is licensed by ASIC to give such advice.
Representations and warranties from overseas
Shareholders
4.5 If you are not resident in New Zealand or
Australia and you apply to participate in the
Plan, you represent and warrant to MOVE that
the offer of Shares under the Plan to you, and
your participation in the Plan, does not breach
any laws in your country of residence.
4.6 If you are not resident in New Zealand or
Australia and you hold Shares through a New
Zealand or Australian resident nominee:
a you must not allow your nominee to
participate in the Plan if participation in
respect of your Shares would breach any
laws of your country of residence; and
b if you elect to participate in the Plan
through your nominee, you are deemed to
represent and warrant to MOVE that you
can lawfully participate in the Plan through
your nominee.
4.7 MOVE accepts no responsibility for determining
whether you or any other Shareholder is able
to participate in the Plan under laws applicable
outside of New Zealand or Australia.
5 HOW TO PARTICIPATE IN THE PLAN
5.1 To participate in the Plan you must make a
“Participation Election” in one of the following
ways:
a Online Election: By visiting the website
of MOVE’s Share registrar Link Market
Services Limited (“Registrar”) at https://
investorcentre.linkmarketservices.co.nz.
You will require your CSN/Holder Number
and Authorisation Code (FIN) to complete
your online election. (Online Election is
not available for Shareholders who hold
Shares jointly.)
b Participation Form: Complete the
Participation Form in accordance with the
instructions on that form, and send the
completed Participation Form to:
By post: PO Box 91976, Victoria Street West,
Auckland 1142, New Zealand
By email:
operations@linkmarketservices.co.nz
or to such other person or address as
MOVE may determine (as announced to
NZX by MOVE).
5.2 Subject to these Terms and Conditions, you can
make an election at any time while the Plan is in
effect. A Participation Form and Offer Document
can be downloaded at any time from the
MOVE’s website at www.movelogistics.com and
can be requested at any time from the Registrar.
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DIVIDEND REINVESTMENT PLAN
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5.3 MOVE may accept or reject a Participation
Election that is not properly completed or,
where applicable, signed, and correct any error
in, or omission from, a Participation Election.
A Participation Election that is accepted
(including after the correction of any error
or omission) under this paragraph 5.3 will be
treated as being correctly completed for the
purposes of these Terms and Conditions.
5.4 You must provide a separate Participation
Election in respect of each holding of Shares
identified by a separate holder number or
common shareholder number that you wish to
participate in the Plan.
6 WHEN YOUR PARTICIPATION BECOMES
EFFECTIVE
6.1 The record date for determining entitlements
under the Plan is 5.00pm New Zealand time
on the date fixed by MOVE for determining
entitlements to a dividend (“Record Date”).
6.2 Your participation in the Plan will be effective
as to dividends payable from the first Record
Date after receipt by the Registrar of a properly
completed Participation Election.
6.3 Any Participation Election received after 5.00pm
New Zealand time on a Record Date will be
effective only from the next following dividend.
6.4 Your participation in the Plan will continue for
all future dividends to which the Plan applies in
accordance with these Terms and Conditions,
unless you vary your participation in the Plan in
accordance with these Terms and Conditions.
7 HOW MOVE DETERMINES YOUR LEVEL OF
PARTICIPATION IN THE PLAN
7.1 In your Participation Election, you may elect full
participation, or partial participation, in the Plan,
on the basis set out in paragraph 2.
7.2 If your Participation Election does not indicate
your level of participation or indicates a level of
participation which is more than the number of
Shares that you hold but is otherwise correctly
completed, you will be deemed to have applied
for full participation in the Plan.
7.3 If you elect partial participation in the Plan and
the number of Shares held by you on a relevant
Record Date is less than the number of Shares
specified in your Participation Election, then you
will participate in the Plan only in respect of that
lesser number of Shares.
7.4 You may vary the extent of your participation in
the Plan in accordance with these Terms and
Conditions.
8 YOUR DIRECTION TO MOVE
8.1 Your “Participating Shares” are the Shares held
by you (registered in your name on the Share
register) in respect of which you have validly
elected to participate in the Plan on a Record
Date, subject to paragraph 7.
8.2 By electing to participate in the Plan, you
direct MOVE to apply the net proceeds of
any cash dividend payable or credited on
the Participating Shares held by you on each
relevant Record Date as payment for Additional
Shares to be issued or transferred to you under
the Plan. The number of Additional Shares to be
issued or transferred to you will be calculated in
accordance with paragraph 9.
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8.3 Your direction in paragraph 8.2 will:
a continue unless and until you terminate
or vary your participation in the Plan, or
MOVE terminates your participation in the
Plan, in accordance with these Terms and
Conditions;
b not apply during any suspension of the
Plan
8.4 If you vary your participation in the Plan in
accordance with these Terms and Conditions,
your direction in paragraph 8.2 will apply in
respect of your varied number of Participating
Shares.
9 YOUR ENTITLEMENT TO ADDITIONAL SHARES
Formula for calculation of Additional Shares
9.1 If you elect to participate in the Plan, the
number of Additional Shares to be issued
or transferred to you will be calculated in
accordance with the following formula:
AS = ((PS x D))
Price
Where:
AS is the number of Additional Shares you will
receive (with fractional entitlements rounded
down to the nearest whole number).
PS is the number of your Participating Shares.
D is the net proceeds per Share from MOVE
(expressed in cents and fractions of cents,
including any supplementary dividends in
respect of Participating Shares payable to
non-resident Shareholders but excluding any
imputation credits and after deduction of any
resident and non-resident withholding (or
other) taxes, if any) of cash dividends payable
or credited on that Share which would otherwise
have been payable to you in cash if you had
not elected to participate in the Plan.
Price the arithmetic average of the daily volume
weighted average sale price (rounded to the
nearest cent) of all Shares sold through a
Normal Trade on the NZX Main Board during
a period of not more than 10 trading days, as
determined by the Board, commencing two
trading days after the Record Date, or any other
date as determined by the Board (“Weighted
Average Sale Price”), less a discount (if any) as
determined by the Board in its sole discretion
from time to time.
9.2 For the purposes of the definition of “Price” in
paragraph 9.1:
a “Normal Trade” means all trades excluding
special trades such as special crossings,
overseas trades, option exercise trades
and any other trade determined by the
Board in its discretion to not be reflective
of normal trading in Shares.
b If no sales of Shares occur during the
period determined by the Board for setting
the price of Shares, then the Weighted
Average Sale Price will be deemed to be
the sale price for a Share on the first price
setting trade of Shares which takes place
after that period.
c The Weighted Average Sale Price may be
reasonably adjusted by MOVE to allow
for any bonus issue or dividend or other
distribution expectation. If, in the opinion
of the Board in its sole discretion, any
exceptional or unusual circumstances
have artificially affected the Weighted
Average Sale Price, MOVE may make
such adjustment to that sale price as it
considers reasonable.
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d The length of the period during which the
price for Shares is set, the first day of that
period and the discount, if any, in each
case as determined by the Board will be
announced by MOVE to NZX at the same
time the dividend is announced.
9.3 The determination of the price of the Additional
Shares by the Board, or by some other person
nominated by the Board, will be binding on you
and all other Participating Shareholders.
MOVE will keep any balance resulting from
fractional entitlements
9.4 Any net proceeds per Share, as described in the
definition of “D” in paragraph 9.1, which are not
applied to the issue or transfer of an Additional
Share to you because fractional entitlements
to Additional Shares are rounded down to the
nearest whole number, will be retained by MOVE
for its sole benefit and will not be refunded or
paid to you or held by MOVE or the Registrar on
your behalf.
10 MATERIALLY ADVERSE INFORMATION WHICH IS
NOT PUBLICLY AVAILABLE
MOVE will ensure that, at the time the price for
the Additional Shares is set under paragraph
9, it will have no information that is not publicly
available that would, or would be likely to, have
a material adverse effect on the realisable price
of the Shares if the information was publicly
available.
11 COMPLIANCE WITH LAWS, LISTING RULES AND
CONSTITUTION
11.1 The Plan will not operate in relation to a
dividend to the extent that the issue or transfer
of Additional Shares under the Plan would
breach any applicable law, the NZX Main Board
Listing Rules or the Constitution.
11.2 If for any reason MOVE cannot or does not
issue or transfer you Additional Shares under
the Plan in respect of a dividend, the relevant
dividend on Participating Shares will be paid
or distributed to you in the same manner as to
Shareholders not participating in the Plan.
12 ALLOTMENT OF ADDITIONAL SHARES TO YOU
MOVE will issue or transfer Additional Shares
to you
12.1 MOVE will, on the day that it would have
otherwise paid a relevant dividend to you, issue
or transfer to you the number of Additional
Shares calculated in accordance with
paragraph 9.
Terms of issue and ranking of Additional
Shares
12.2 Additional Shares issued or transferred to you
and other Participating Shareholders under the
Plan will be issued or transferred on the terms
set out in the Plan, and subject to the rights of
termination, suspension and modification set
out in paragraph 15, will not be issued on any
other terms and will all be subject to the same
rights as each other.
12.3 Additional Shares will, from the date of issue
or transfer to you, have the same rights as
and rank equally in all respects with Additional
Shares issued or transferred to all other
Participating Shareholders and with all other
Shares on issue as at that date.
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13 SOURCE OF ADDITIONAL SHARES
Additional Shares may, at the Board’s discretion,
be:
a new Shares issued by MOVE;
b existing Shares acquired by MOVE or a
nominee or agent of MOVE; or
c any combination of new Shares and
existing Shares.
14 MOVE WILL PROVIDE YOU WITH STATEMENTS
ABOUT YOUR PARTICIPATION IN THE PLAN
If you elect to participate in the Plan, MOVE
or the Registrar will send to you, as soon as
practicable after each date on which MOVE
pays a dividend on Shares (other than a
dividend where the Plan does not operate in
respect of your Participating Shares) (“Payment
Date”), a statement detailing:
a the number of Shares in your name on the
Share register on the relevant Record Date;
b the number of your Participating Shares on
the relevant Record Date;
c the amount of:
i your dividend reinvested in Additional
Shares; and
ii your dividend paid in cash on the
Shares which were not Participating
Shares (if applicable);
d the amount of any tax deduction or
withholding made;
e the number of Additional Shares issued
or transferred to you under the Plan on
the Payment Date and the price of those
Additional Shares, including the discount
(if any), determined by the Board under
paragraph 9;
f the amount of any imputation or other
taxation credits; and
g such other matters required by law
with respect to dividends and/or the
reinvestment of dividends under the Plan.
15 TERMINATION, SUSPENSION AND MODIFICATION
BY MOVE
Termination or modification by MOVE
15.1 The Board may at any time in its sole discretion:
a terminate, suspend or modify the
Plan. If the Plan is modified, then a
Participation Election will be deemed to
be a Participation Election under the Plan
as modified unless that Participation
Election is varied or withdrawn by you in
accordance with paragraph 16; or
b suspend the operation of the Plan so that
it will not apply in whole or part to any
dividends or distributions; or
c resolve that participation will not apply in
whole or part to any dividend and that the
balance of the dividend (as the case may
be) will be paid in cash; or
d resolve, in the event of the subdivision,
consolidation or reclassification of the
Shares into one or more new classes of
Shares, that a Participation Election will
be deemed to be a Participation Election
in respect of the Shares as subdivided,
consolidated or reclassified unless such
Participation Election is subsequently
varied or withdrawn by you in accordance
with paragraph 16; or
e resolve that a Participation Election will
cease to be of any effect; or
f resolve that Additional Shares may be
acquired at a discount to the market price
of Shares in accordance with paragraph 9;
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g determine that Shareholders in specific
jurisdictions outside New Zealand and
Australia may participate in the Plan; or
h determine that the Plan may be
underwritten on such terms as agreed
between MOVE and an underwriter.
15.2 The Board and MOVE will not be liable to you,
and you will have no claim of any nature
against the Board or MOVE, for or in connection
with any action, decision or resolution under
paragraph 15.1.
MOVE will provide notice of any termination,
suspension or modification
15.3 Subject to paragraph 15.4, notice of any
termination or suspension by MOVE under
paragraph 15.1 will be given by way of
an announcement to NZX. Notice of any
modification of the Plan under paragraph 15.1
will be sent to all Participating Shareholders.
When no notice required
15.4 Notwithstanding any provision in these Terms
and Conditions, MOVE may at any time, without
the need for any notice:
a modify the Plan to comply with the
Constitution, the NZX Main Board Listing
Rules or any law; and
b make minor amendments to the Plan
where such amendments are of an
administrative or procedural nature.
16 VARIATION OR TERMINATION BY YOU
16.1 You may, at any time, by making a valid
Participation Election in accordance with
paragraph 5:
a increase or decrease the number of
Participating Shares; or
b terminate your participation in the Plan.
16.2 Such variation or termination will take effect
from the first Record Date after the Participation
Election is received by the Registrar. A properly
completed Participation Election will need to be
received by the Registrar prior to 5.00pm New
Zealand time on the relevant Record Date for
the variation or termination to be effective in
respect of dividends payable in relation to that
Record Date.
17 DEATH OF PARTICIPATING SHAREHOLDER
If a Participating Shareholder dies, participation
in the Plan by that Shareholder will cease on
receipt by MOVE of a notice of death in a form
acceptable to Death of one of two or more joint
Participating Shareholders will not automatically
terminate participation in the Plan.
18 REDUCTION OR TERMINATION OF
PARTICIPATION WHERE NO NOTICE GIVEN
Dispositions where partial participation
18.1 If you elect to participate in the Plan in respect
of some but not all your Shares and you dispose
of some of your Shares then, unless you notify
the Registrar otherwise in writing:
a the Shares disposed of will be deemed
to be Shares which are not Participating
Shares; and
b if the number of Shares disposed of is
greater than the number of your Shares
which are not Participating Shares, the
balance will be attributed to Participating
Shares.
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Partial dispositions where full participation
18.2 If you elect full participation in the Plan and you
dispose of part of your holding of Shares without
giving the Registrar written notice terminating
your participation in the Plan in accordance
with paragraph 16.1(b), the Plan will only apply
in respect of the number of Shares held by you
on each relevant Record Date following that
disposal.
Dispositions of all Shares
18.3 If you dispose of all of your holding of Shares
you will be deemed to have terminated
participation in the Plan from the date MOVE
registers a transfer of those Shares.
19 TAXATION
19.1 The statements below in relation to taxation
reflect the relevant New Zealand and Australian
tax law as at the date this Offer Document
was prepared and, as such, are subject to
any change in New Zealand or Australian
taxation laws. It is intended as a general guide
only and is not an authoritative or complete
statement of all potential tax implications for
each Shareholder. Taxation is a complex area
of law and the taxation consequences for each
Shareholder may differ depending upon their
particular circumstances. Accordingly, you
should consult your own tax adviser as to the
taxation implications of participating in the Plan.
MOVE does not accept any responsibility for the
financial or taxation effects of your participation
or non- participation in the Plan.
New Zealand Shareholders
19.2 For New Zealand tax purposes, a New Zealand
resident Participating Shareholder should be
treated in the same way as if the Participating
Shareholder did not participate in the Plan.
This means that the Participating Shareholder
will derive a dividend of the same amount
that the Participating Shareholder would have
derived if the Participating Shareholder had not
participated (i.e. the Participating Shareholder
will be treated as receiving a dividend from
MOVE which is then applied to purchase or
subscribe for Additional Shares).
19.3 Accordingly, unless the New Zealand
Shareholder notifies MOVE that the Shareholder
holds a resident withholding tax (“RWT”)
exemption certificate, the dividend (including
any attached imputation credits) will be subject
to RWT which may be deducted at source
by MOVE (and therefore reduces the amount
applied to purchase or subscribe for Additional
Shares).
If MOVE deducts RWT at source, as at the date
of this Offer Document, RWT will be deducted
at the rate of 33% with an allowance for any
attached imputation credits.
19.4 The New Zealand Shareholder will need to
return the dividend (including any attached
imputation credits and before any RWT has
been deducted) as assessable income, which
will be taxable to the New Zealand Shareholder
at the Shareholder’s personal marginal tax
rate. Any attached imputation credits or RWT
deducted will be creditable against New
Zealand taxes payable.
MOVE LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
21
20
Australian Shareholders
19.5 For Australian tax purposes, an Australian
resident Participating Shareholder should be
treated in the same way as if they had not
participated. This means that the Australian
resident Participating Shareholder should derive
a dividend of the same amount that they would
have derived if they had not participated (i.e.
the Australian resident Participating Shareholder
should be treated as receiving a dividend from
MOVE which is then applied to purchase or
subscribe for Additional Shares).
19.6 For an Australian resident Participating
Shareholder, the gross dividend (including any
withholding tax deducted in New Zealand)
should generally be assessable to the Australian
resident Participating Shareholder at its
respective tax rate. The Australian resident
Participating Shareholder may be entitled to a
foreign income tax offset for any withholding tax
deducted in New Zealand.
19.7 Where a dividend is paid to an Australian
resident Participating Shareholder it will
be subject to New Zealand non-resident
withholding tax (“NRWT”) which is deducted at
source by MOVE (and therefore reduces the
amount applied to purchase or subscribe for
Additional Shares). As at the date of this Offer
Document, NRWT will generally be deducted at
the rate of 15%. However, where the dividend is
fully imputed and the Australian Shareholder
holds less than 10% of the shares and voting
interests in MOVE, the impact of NRWT may
effectively be negated by MOVE paying the
Australian resident Participating Shareholder
a supplementary dividend in addition to the
dividend paid to all shareholders.
19.8 To the extent the Australian Shareholder has
a direct voting interest in MOVE of 10% or more
and the dividend is fully imputed, the rate of
NRWT will be 0%.
19.9 The Australian tax implications of the future
sale of Additional Shares acquired by an
Australian resident Participating Shareholder will
depend on the particular circumstances of that
Shareholder. For Australian capital gains tax
purposes, the cost base of the Additional Shares
should include the amount of the dividend
(and any supplementary dividend) applied to
acquire the Additional Shares.
19.10 The Australian and New Zealand tax
consequences for an Australian resident
company Participating Shareholder holding 10%
or more of the shares in MOVE may differ to the
consequences described above.
Other non-resident Shareholders
19.11 Where the dividend is paid to non-New Zealand
resident Shareholders, it will be subject to
NRWT which is deducted at source by MOVE
(and therefore reduces the amount applied to
purchase or subscribe for Additional Shares).
19.12 The rate at which NRWT is imposed will depend
on the extent to which imputation credits
are attached to a dividend and whether the
Shareholder is tax resident in a country which
has entered into a tax treaty with New Zealand.
As at the date of this Offer Document, generally,
NRWT is deducted at the rate of:
a 15%, or 0% if the tax rate applicable after
applying any relevant tax treaty would be
less than 15%, to the extent that a dividend
is fully imputed; or
b 30%, or the tax rate applicable after
applying any relevant tax treaty, to the
extent that a dividend is not fully imputed.
MOVE LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
23
22
19.13 Depending on the extent to which a dividend
is imputed, the impact of NRWT may effectively
be mitigated by MOVE paying a supplementary
dividend in addition to the dividend paid to all
Shareholders.
19.14 To the extent the non-New Zealand resident
Shareholder has a direct voting interest in MOVE
of 10% or more and the dividend is fully imputed,
the rate of NRWT will be 0%.
20 COSTS
There are no charges for participation in or
withdrawal from the Plan. No brokerage or
commission costs will be incurred in respect of
the acquisition of Additional Shares.
21 STOCK EXCHANGE QUOTATION
MOVE will apply for quotation of the Additional
Shares which may be issued under the Plan
on the NZX Main Board. It is expected that such
Additional Shares will be quoted on the NZX
Main Board on the completion of allotment
procedures. However, NZX does not accept any
responsibility for any statement in this Offer
Document.
22 GOVERNING LAW
This Offer Document, the Plan, and its operation,
will be governed by the laws of New Zealand. By
electing to participate in the Plan you submit to
the exclusive jurisdiction of the Courts of New
Zealand.
23 OTHER INFORMATION
You may obtain from MOVE, free of charge,
MOVE’s most recent annual report and financial
statements (including the auditor’s report on
those financial statements) by contacting MOVE
at the address set out in the Directory, or by
electronic means from MOVE’ website:
www.movelogistics.com
MOVE LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
25
24
GLOSSARY
“ADDITIONAL SHARES” means the additional Shares to
be issued or transferred to Participating Shareholders
under the Plan.
“MOVE” means MOVE Logistics Group Limited.
“BOARD” means the board of directors of MOVE.
“CONSTITUTION” means the constitution of MOVE.
“NZX MAIN BOARD” means the Main Board equity
security market operated by NZX.
“NZX MAIN BOARD LISTING RULES” means the Main
Board listing rules of NZX.
“NZX” means NZX Limited.
“OFFER DOCUMENT” means this document which sets
out the Terms and Conditions of the Plan.
“PARTICIPATING SHAREHOLDER” means a Shareholder
who has validly elected to participate in the Plan.
“PARTICIPATING SHARES” means the Shares held
by a Participating Shareholder (registered in the
Participating Shareholder’s name on the Share
register) in respect of which the Participating
Shareholder has validly elected to participate in the
Plan.
“PARTICIPATION FORM” means the participation form
to elect to participate in the Plan.
“PLAN” means MOVE’ Dividend Reinvestment Plan
on the Terms and Conditions set out in this Offer
Document, as amended from time to time.
“RECORD DATE” means 5.00pm New Zealand time on
the date fixed by MOVE for determining entitlements
to a dividend.
“REGISTRAR” means Link Market Services Limited.
“SHAREHOLDER” means a holder of one or more
Shares from time to time.
“SHARES” means fully paid ordinary shares in MOVE.
PARTICIPATION FORM
DIVIDEND REINVESTMENT PLAN
Do not complete this form if you wish to continue to receive in cash any dividends declared in respect of all of your Shares in
MOVE Logistics Group Limited (“MOVE”).
MOVE has a Dividend Reinvestment Plan (the “Plan”). Full details of the Plan are set out in the Offer Document dated 28 August
2018. Capitalised terms not defined in this Participation Form have the meaning given to those terms in the Glossary of the
Offer Document. If you wish to reinvest all or part of your MOVE dividends under the Plan, complete and return this form in the
enclosed reply-paid envelope or email the completed form to operations@linkmarketservices.co.nz
Alternatively, you may make your Participation Election, or vary an existing Participation Election online by visiting
https://investorcentre.linkmarketservices.co.nz. (Online election is not available for Shareholders who hold Shares jointly.)
Name(s)
Address
CSN/Holder number Daytime phone:
In terms of MOVE’s Dividend Reinvestment Plan, I/we wish to participate in the Plan and request: (Choose one option only)
a) Full participation in the Plan for all my Shares I/we may hold from time to time
OR
b) Partial participation in the Plan, for the number of Shares stated. Please specify number of Shares:
Joint holders must each sign. Companies must execute by an authorised officer or attorney. If signed by an attorney, a
certificate of non-revocation must accompany this form, and the relevant authority must either have been provided previously
to the Registrar or accompany this form.
I/We acknowledge that I/we have received and read a copy of the Offer Document. I/We agree to be bound by the terms and
conditions of the MOVE Dividend Reinvestment Plan set out in the Offer Document dated 28 August 2018 and this form.
I/We hereby direct that the net proceeds of all cash dividends I am/we are entitled to be paid or credited in respect of my/our
Participating Shares be applied towards the purchase of Additional Shares in accordance with the Plan.
Signature of Shareholder(s): Date:
Participation will commence on the first Record Date after receipt by the Registrar of this Participation Form, correctly
completed. Participation will continue to apply until varied or terminated by submitting another Participation Form (available
from the Registrar upon request or on MOVE’s website, www.movelogistics.com), in accordance with the terms and conditions of
the Plan or until the Plan is terminated or suspended by MOVE.
This form may be returned at any time to the Registrar by one of the methods below:
By post to: PO Box 91976, Victoria Street West, By email to:
Auckland 1142, New Zealand operations@linkmarketservices.co.nz
MOVE LOGISTICS GROUP LIMITED
26
MOVE LOGISTICS GROUP LIMITED
DIVIDEND REINVESTMENT PLAN
30
29
DIRECTORY
MOVE LOGISTICS GROUP LIMITED
330 Devon Street East
New Plymouth 4312
New Zealand
Website: www.movelogistics.com
REGISTRAR
Link Market Services Limited
Level 30, PwC Tower
Commercial Bay
15 Customs Street West
Auckland
or
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
Facsimile: +64 9 375 5990
Website: www.linkmarketservices.co.nz
NEW ZEALAND LEGAL ADVISERS
HARMOS HORTON LUSK LIMITED
Level 33, Vero Centre
48 Shortland Street
Auckland
New Zealand
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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