Dividend Reinvestment Plan Introduced
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Letter to
Shareholders
Dear Shareholders,
Dividend Reinvestment Plan
Stride Property Group (Stride) (comprising Stride Investment
Management Limited (SIML) and Stride Property Limited (SPL))
has recently adopted a Dividend Reinvestment Plan (Plan).
Stride Property Group invites all eligible shareholders to apply to
participate in the Plan, should they choose to do so.
The Plan provides eligible shareholders with an opportunity to
invest the net proceeds of the cash dividends payable on their
shares in additional fully paid ordinary shares in each of SIML and
SPL. The Plan lets eligible shareholders conveniently increase
their shareholding in Stride without incurring brokerage fees.
Participation in the Plan is entirely optional for eligible
shareholders. You may elect to participate in the Plan in respect
of all or part of your stapled securities. If you elect to participate
only in respect of part of your stapled securities, you will continue
to receive cash dividends in respect of the remainder of your
stapled securities.
The Plan is only available to eligible shareholders, being
shareholders with a registered address in New Zealand, Australia
or the United Kingdom (as at the record date for a particular
dividend), as further described in clause 2.1 of the Dividend
Reinvestment Plan Offer Document (Offer Document) which
accompanies this letter.
If you do not wish to participate in the Plan and you wish to
continue to receive dividends in cash, you do not need to do
anything, and you will continue to receive all future dividends
as cash.
To participate in the Plan, eligible shareholders should:
• Read the Offer Document including the full terms and
conditions of the Offer; and
• Apply online by visiting the website of Stride’s
share registrar, Computershare Investor Services:
www.investorcentre.com/nz. Once you have logged in,
select “My Profile”, then “Reinvestment Plans” from the
lefthand menu. Select Stride Property Group in the
holding line and “Apply” to select your participation level.
Further information is available in the accompanying
Offer Document; or
• Complete a participation form accompanying this letter,
and send to the Stride share registrar by mail or email.
Details are set out in the participation form.
The Plan may apply in respect of any dividend declared by
SPL and SIML on or after 5 December 2022. For clarity, the
Plan will not apply in respect of the dividend declared by SPL
and SIML on 24 November 2022, which is due to be paid on
9 December 2022.
Please read the Offer Document thoroughly and consult your
own financial adviser if you have any questions.
Please note that the previous dividend reinvestment plan that
applied to SPL (which was previously known as DNZ Property
Fund Limited) has been terminated, and all elections under
that plan cease to apply. Accordingly, if you have previously
applied to participate in the SPL dividend reinvestment plan,
that election will no longer apply, and you will need to apply
to participate in the Plan using one of the methods described
above and in the Offer Document.
If you have any questions, please contact Stride
(+64 9 912 2690 or admin@strideproperty.co.nz) or
Stride’s share register, Computershare Investor Services
(+64 9 488 8777 or enquiry@computershare.co.nz).
We look forward to your participation in the Plan and thank you
for your ongoing support of Stride Property Group.
Yours sincerely
Tim Storey
Chair, Stride Property Limited and Stride Investment
Management Limited
Stride Property Group
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This is an important document, prepared in
accordance with the Financial Markets Conduct
Act 2013 and Financial Markets Conduct
Regulations 2014, and contains a description
of the Stride Property Group Dividend
Reinvestment Plan and its terms and conditions.
If you have any questions in relation to the Stride
Property Group Dividend Reinvestment Plan,
please consult your financial adviser.
Dividend
Reinvestment
Plan
Offer Document
5 December 2022
Key Features 2
Terms and Conditions 4
Directory 12
Contents
Stride Property GroupDRP Offer Document1
Key
Features
Stapled Securities
Stride Property Limited (SPL) and Stride Investment Management
Limited (SIML, with SPL and SIML each being a Company)
together form Stride Property Group (Stride). Their shares
are stapled and trade together on the NZX Main Board as a
single parcel of shares under the ticker code “SPG” (Stapled
Securities). This Plan is offered by each of SPL and SIML
together and relates to Stapled Securities.
Shares instead of dividends
The Stride Property Group Dividend Reinvestment Plan (Plan)
provides you, as a holder of shares in each of SPL and SIML,
with an opportunity to invest the net proceeds of the cash
dividends payable on your shares in additional fully paid ordinary
shares in each Company (shares). This is a convenient method
of increasing your investment by acquiring further Stapled
Securities free of brokerage charges. Where either SIML or
SPL issues shares instead of dividends to a shareholder, the
other Company will issue a matching number of shares to that
shareholder for free so that shareholders maintain a stapled
shareholding.
If you wish to continue to receive dividends declared by Stride in
cash, no action is required.
Additional shares acquired under the Plan may, at the discretion
of the boards of directors of SPL and SIML (the Boards), be new
shares issued by each Company, existing shares acquired by
each Company or its nominee or agent, or any combination of
new shares and existing shares.
Eligibility
The Plan is only available to holders of Stapled Securities (each a
Shareholder) who are Eligible Shareholders in accordance with
clause 2.1 of this Offer Document.
The Boards, in their discretion, have elected not to offer
participation under the Plan to Shareholders whose registered
address is outside New Zealand, Australia or the United Kingdom.
Shareholders outside of New Zealand, Australia and the United
Kingdom have been excluded to avoid a risk of breaching the
laws of other countries. However, the Boards may amend this
policy at any time, in their sole discretion. Participation in the Plan
is optional at the election of an Eligible Shareholder.
Full or partial participation
You may elect to participate in the Plan in respect of all or part of
your Stapled Securities.
Flexible joining, variation and withdrawal
arrangements
Eligible Shareholders can join the Plan, vary their participation or
withdraw from the Plan at any time by making an online election
or forwarding a written notice to that effect to Stride’s share
registrar, Computershare Investor Services Limited (the Share
Registrar).
You have until 5.00pm (New Zealand time) on the Business Day
following a record date for a dividend to elect to participate in the
Plan for that dividend. Any notice received after 5.00pm (New
Zealand time) on the Business Day following a record date for a
dividend will be effective only from the next following dividend.
For the purposes of this Offer Document, “Business Day” has the
meaning given to it in the NZX Listing Rules.
If you are an Eligible Shareholder and wish to participate in the
Plan you must complete the Participation Form which is enclosed
with this Offer Document and return it to the Share Registrar,
at Private Bag 92119, Victoria Street West, Auckland 1142
or by scanning and emailing it to drp@computershare.co.nz.
Alternatively, you can elect to participate online by visiting the
website of the Share Registrar at www.investorcentre.com/nz.
Shareholders will need their CSN/Holder number and
Authorisation Code (FIN) to complete the investor validation
process.
A new Participation Form (available from the Investor News
section of Stride’s website at www.strideproperty.co.nz or, on
request, by contacting the Share Registrar at the address set out
in the Directory) will need to be completed if you wish to vary your
participation in the Plan.
Application of the Plan
The Boards will determine whether the Plan will apply to a
particular dividend. If the Boards determine that the Plan will
apply to a particular dividend, then the Plan will apply to you if:
• You are an Eligible Shareholder and you have previously
elected to participate in the Plan and you have not withdrawn
from the Plan as at 5.00pm (New Zealand time) on the
Business Day following the record date for that particular
dividend; or
• You are an Eligible Shareholder and you elect to participate
in the Plan by 5.00pm (New Zealand time) on the Business
Day following the record date for that particular dividend.
If the Boards determine that the Plan will not apply to a
particular dividend, then notwithstanding that you may have
elected to participate in the Plan, the Plan will not apply to that
particular dividend and you will receive the dividends declared
by SPL and SIML in cash.
Shares at or around market price
Under the Plan, additional shares acquired by participating
Eligible Shareholders in respect of a dividend will be acquired at
a price based on the trading price of the Stapled Securities or, at
the Boards’ discretion, at a discount of up to 5% as determined
by agreement of the Boards from time to time.
Shares acquired rank equally and may be
sold
Additional shares acquired under the Plan will rank equally in
all respects with existing shares issued by the relevant issuing
Company and may be sold at any time in accordance with their
terms of issue.
Details will be sent to you
If you elect to participate in the Plan, details of your total
entitlement and the number of shares acquired by you under the
Plan will be sent to you after each dividend payment.
Dividend policy
Details of Stride’s dividend policy are available on its website at
www.strideproperty.co.nz.
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
implications of investing in Stapled Securities can be found on
page 10.
Stride Property GroupStride Property GroupDRP Offer DocumentDRP Offer Document23
Terms and
Conditions
1. Introduction
The Boards have approved the establishment of the Stride
Property Group Dividend Reinvestment Plan (the Plan). Under
the Plan, holders of Stapled Securities may elect to forgo their
right to dividends on all or any of their fully paid ordinary shares
in SPL and SIML and receive fully paid ordinary shares in each
Company (Additional Shares) instead. This Offer Document
sets out the terms and conditions of the Plan and 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 or prospectus is
required in respect of the Plan.
2. The Offer
2.1 Offer to Eligible Shareholders
Subject to clauses 2.4 to 2.6, the Boards may from time to time
invite Shareholders to participate in the Plan. A Shareholder will
be eligible to participate in the Plan (Eligible Shareholder) if they:
• have a registered address with the Share Registrar in
New Zealand, Australia or the United Kingdom as at the
record date for a particular dividend; and
• have lodged a Participation Form in accordance with
clause 3.1,
unless that person holds Stapled Securities only on behalf of
another person who resides outside New Zealand, Australia or
the United Kingdom and that other person would not themselves
be an Eligible Shareholder under this clause 2.1.
2.2 Available options
Eligible Shareholders may elect to participate in the Plan by
exercising one of the following options:
• Full Participation
If you elect full participation, participation in the Plan will
apply to all of your shares.
• Partial Participation
If you elect partial participation, only the proportion of
shares nominated by you will be eligible for participation in
the Plan. An election of partial participation is an election
for partial participation of shares in SPL and SIML in the
same proportion, rounded to the nearest whole number. If
the fraction is one half, the number will be rounded up to the
next whole number.
• Non-Participation
If you do not wish to participate and you wish to receive
dividends in cash, you are not required to do anything.
2.3 Information for overseas shareholders
This document does not constitute an offer of Additional Shares
in any jurisdiction in which it would be unlawful. In particular,
this document may not be distributed to any person, and the
Additional Shares may not be offered or sold, in any country
outside New Zealand, Australia or the United Kingdom except to
the extent permitted below.
Australia
The offer of Additional Shares under the Plan does not need
disclosure for the purposes of section 706 of the Corporations
Act 2001 (Cth). The contents of this Offer Document have
not been reviewed, approved or registered by the Australian
Securities and Investments Commission (ASIC) or any other
regulatory authority in Australia.
Australian resident shareholders should note that Stride is
not licensed to provide financial product advice in relation to
the Additional Shares offered under the Plan and this Offer
Document does not constitute financial product advice. This
Offer Document does not take into account shareholders’
personal objectives, financial situations or needs. Shareholders
should consider obtaining their own financial product advice in
relation to the offer from an independent person who is licensed
by ASIC to give such advice. There is no cooling-off regime that
applies in respect of the acquisition of Additional Shares offered
under the Plan.
United Kingdom
Neither the information in this document nor any other document
relating to the offer has been delivered for approval to the
Financial Conduct Authority (FCA) in the United Kingdom and
no prospectus (within the meaning of section 85 of the Financial
Services and Markets Act 2000, as amended (FSMA)) has
been published or is intended to be published in respect of
the Additional Shares. This document relates to the Additional
Shares, being transferrable securities which fall within section
86(1)(aa) of FSMA, on the basis that they are dividends paid out
to existing shareholders in the form of shares of the same class
as the shares in respect of which the dividends are paid and
in respect of which a document has or will be made available
containing the information specified in Article 1(4)(h) of the UK
Prospectus Regulation and PRR 1.2.3 of the FCA’s Prospectus
Regulation Rules.
This document is issued on a confidential basis to existing
shareholders of the Company and the Additional Shares may not
be offered or sold in the United Kingdom except in circumstances
which do not require the publication of a prospectus pursuant to
sections 85(5) and 86(1) of FSMA. This document should not be
distributed, published or reproduced, in whole or in part, nor may
its contents be disclosed by recipients to any other person in the
United Kingdom.
Any invitation or inducement to engage in investment activity
(within the meaning of section 21 FSMA) received in connection
with the issue or sale of the Additional Shares has only been
communicated or caused to be communicated and will only be
communicated or caused to be communicated in the United
Kingdom in circumstances in which section 21(1) FSMA does not
apply to the Company.
In the United Kingdom, this document is being distributed only to,
and is directed at, persons (i) who fall within Article 43 (members
of certain bodies corporate) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, or (ii) to whom it may
otherwise be lawfully communicated (together relevant persons).
The investments to which this document relates are available
only to, and any invitation, offer or agreement to purchase will be
engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of
its contents.
2.4 Ability to exclude overseas shareholders
from the Plan
The Boards may, in their absolute discretion, elect not to offer
participation under the Plan to shareholders whose address is
outside New Zealand if the Boards consider:
• that to do so would risk breaching the laws of places outside
New Zealand; and
• it would be unduly onerous having regard to the associated
costs of ensuring that the laws of those places are complied
with.
2.5 Representations and warranties from
overseas shareholders
Shareholders who participate in the Plan and who are located
outside New Zealand, Australia or the United Kingdom represent
and warrant to Stride that the offer of the Plan and their
participation in it would not breach any laws in their country of
location.
Any person located outside New Zealand, Australia or the United
Kingdom who holds shares through a New Zealand, Australian or
United Kingdom resident nominee should not allow their nominee
to participate in the Plan if participation in respect of their shares
would be contrary to the laws of their country of location.
Any person located outside New Zealand, Australia or the
United Kingdom who participates in the Plan through a New
Zealand, Australian or United Kingdom resident nominee will be
deemed to represent and warrant to Stride that they can lawfully
participate through their nominee.
Stride Property GroupStride Property GroupDRP Offer DocumentDRP Offer Document45
Terms and
Conditions (continued)
2.6 Exclusion where liens or charges over shares
Any shares over which Stride has a lien or charge in accordance
with Stride’s constitution or other requirements of law will not be
eligible to participate in the Plan.
3. Method of Participation
3.1 Participation Form
To participate in the Plan, Eligible Shareholders must make a
participation election in one of the following ways:
• Online Election – by visiting the website of Stride’s Share
Registrar, Computershare Investor Services:
www.investorcentre.com/nz
Once you have logged in, you should select “My Profile”,
then “Reinvestment Plans” from the left-hand menu. Select
Stride Property Group in the holding line and “Apply” to
select your participation level. If you do not have an Investor
Centre account, you will need your CSN/Holder Number
and Authorisation Code (FIN) to complete the investor
validation process. If you don’t have this information
available, you can email enquiry@computershare.co.nz or
phone +64 9 488 8777. If you make an online election, you
will be required to confirm that you have read, understood
and complied with the terms and conditions of the Plan; or
• Participation Form – by completing the Participation Form
which accompanies this Offer Document in accordance with
the instructions on that notice and forwarding it to the Share
Registrar in one of the following manners:.
Mail
Stride Property Group
c/- Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Scan and email
drp@computershare.co.nz
3.2 Participation cut-off
Participation will be effective for all Eligible Shareholders for
all dividends payable after receipt by the Share Registrar of
a properly completed Participation Form, provided that the
Participation Form is received no later than 5.00pm (New
Zealand time) on the Business Day after the record date for the
next payable dividend. Any notice received after 5.00pm (New
Zealand time) on the Business Day following a record date for a
dividend will be effective only from the next following dividend.
4. Additional Share Entitlement
4.1 General
The number of Additional Shares to be acquired by an Eligible
Shareholder who has elected to participate in the Plan will be:
• based on the net amount of the dividend the Shareholder
would otherwise have received; and
• calculated on the basis that the issue price of the Additional
Shares will be the market price of shares less a discount (if
any), as determined in accordance with the formula set out
in clause 4.2.
4.2 Formula for calculation of number of
Additional Shares
The number of Additional Shares to be acquired by an Eligible
Shareholder who has elected to participate in the Plan will be
calculated in accordance with the following formula:
Additional Shares =
Where:
S is the number of shares in that Company in respect of which an
election to participate in the Plan has been made by the Eligible
Shareholder.
D is the amount of the dividend (expressed in cents and fractions
of cents and after deduction of any amounts of resident
withholding, or other taxes, if any, payable by that Company
in respect of the dividend) payable per share in that Company
(including any supplementary dividend and excluding the amount
of any imputation credits attached to that dividend) which would
otherwise have been payable to an Eligible Shareholder if the
Eligible Shareholder had not elected to participate in the Plan.
B is the amount (if any) held to the order of the Eligible
Shareholder under the Plan in accordance with clause 4.4 below
as a result of rounding the number of Additional Shares to be
acquired by the Eligible Shareholder when the Plan last operated.
C is the volume weighted average sale price for Stapled
Securities (expressed in cents and fractions of cents) calculated
on all sales of Stapled Securities which took place through the
NZX main board market (NZX Main Board) operated by NZX
Limited (NZX) on the five trading days commencing on the Ex
Date (which has the meaning given to it in the NZX Listing Rules).
If no sales of Stapled Securities occur during the five trading days
commencing on the Ex Date, then the volume weighted average
sale price shall be deemed to be the first sale price for a Stapled
Security which took place on the NZX Main Board after the Ex
Date.
Any volume weighted average sale price so determined may
be reasonably adjusted by the Boards to allow for any bonus or
dividend or other distribution expectation. If, in the opinion of the
Boards, any exceptional or unusual circumstances have artificially
affected the volume weighted average sale price so determined,
the Boards may make such adjustment to that sale price as it
considers reasonable.
E is the percentage discount (if any) determined by the Boards
by agreement between them from time to time in their absolute
discretion, expressed as a decimal, provided that such
percentage discount (if any) shall not exceed 5% (0.05).
4.3 Matching shares
In accordance with the Stapling Deed and the constitution of
each Company, where a Company issues Additional Shares, the
other Company will issue a matching number of shares (which
shares will be treated as Additional Shares for the purposes of the
Plan).
4.4 Fractional entitlements
Where the number of Additional Shares to be acquired by a
participating Eligible Shareholder calculated in accordance with
the formula in clause 4.2 includes a fraction, then the number of
Additional Shares to be acquired shall be rounded down to the
nearest whole number.
Any net amount of the dividend as described in the definition of
‘D’ plus the amount ‘B’ in clause 4.2 above which is not applied
to acquire part of an Additional Share because of this clause
4.4 shall be held to the order of the Eligible Shareholder and be
applied under the Plan on the Eligible Shareholder’s behalf the
next time the Plan operates.
Should an Eligible Shareholder:
• terminate his or her participation in the Plan under clause
7.4; or
• cease to be an Eligible Shareholder,
any amount of NZ$2.00 or more which at the time is held to the
order of the Shareholder under this clause 4.4 will be paid in cash
to the Shareholder on the next dividend payment date. Amounts
not more than NZ$2.00 which are held to the order of the
Shareholder will be forfeited.
4.5 Share price information publicly available
Stride will ensure that at the time the price for the Additional
Shares is set under clause 4.2 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 Stapled
Securities or shares of each Company if the information was
publicly available.
Stride Property GroupStride Property GroupDRP Offer DocumentDRP Offer Document67
5. Operation of the Plan
5.1 Additional Shares
The Boards will, on the day that an Eligible Shareholder who has
elected to participate in the Plan would otherwise have been paid
a dividend, either issue or arrange the transfer of the Additional
Shares to that Eligible Shareholder in accordance with clause 4.
5.2 Terms and ranking of Additional Shares
Additional Shares acquired by Eligible Shareholders under
the Plan will be issued or transferred on the terms set out in
this Plan and, subject to the rights of termination, suspension
and modification set out in clause 7, will not be issued or
transferred on any other terms and will all be subject to the
same rights as each other. The Additional Shares acquired by
Eligible Shareholders under the Plan will, from the date of issue
or transfer, rank equally in all respects with each other share
acquired in that Company under the Plan and with all other
ordinary shares of the relevant Company on issue as at that date.
5.3 Source of Additional Shares
Additional Shares to be acquired by Eligible Shareholders under
the Plan may, at the Boards’ discretion, be:
• new shares issued by each Company;
• existing shares acquired by each Company or a nominee or
agent of that Company; or
• any combination of new shares and existing shares.
5.4 Compliance with laws, listing rules and constitution
The Plan will not operate in relation to a dividend (either generally
or in respect of a particular Eligible Shareholder who has elected
to participate in the Plan) to the extent that the issue or transfer of
Additional Shares under the Plan to such Eligible Shareholder(s)
would breach any applicable law, the listing rules of any stock
exchange on which the shares are listed, or any provision of SPL’s
or SIML’s constitutions. If and to the extent that the Plan does
not operate for such reason in respect of an Eligible Shareholder
who has elected to participate in the Plan, any dividend declared
in respect of such participating shares will be paid in the same
manner as in respect of shares which are not participating in the
Plan, until such time as the issue is resolved at which point such
participating shares will participate in the Plan again.
5.5 Restriction on participation
The Boards may, in their absolute discretion, notwithstanding
an election by an Eligible Shareholder to participate in the Plan,
decide not to issue or transfer, or decide to restrict the number
of such Additional Shares issued or transferred to the Eligible
Shareholder under the Plan if the issue or transfer of such
Additional Shares would result in that Shareholder holding 20%
or more of the shares on issue, or would otherwise result in a
shareholding which, in the Boards’ reasonable discretion, would
have a materially adverse effect on Stride. In such event, the
relevant dividend on such participating shares will be paid in the
same manner as in respect of shares which are not participating
in the Plan.
6. Statements to Shareholders
Subject to clauses 2.4 to 2.6, Stride will send a statement to the
Eligible Shareholder’s address or electronic mail address (if that
Eligible Shareholder has elected to receive communications
electronically) as set out in Stride’s share register within five
Business Days of the issue or transfer of Additional Shares
detailing:
• the number of shares of the Eligible Shareholder as at the
relevant record date;
• the amount of the cash dividend used to subscribe for
Additional Shares, the amount of the cash dividend held
to the order of the Eligible Shareholder to be applied in
accordance with clause 4.4 on the Eligible Shareholder’s
behalf the next time the Plan operates, and the amount of
the cash dividend paid in respect of shares not nominated
for participation in the Plan (if applicable);
• the amount of any taxation deduction;
• the number of Additional Shares acquired by the Eligible
Shareholder under the Plan and the issue price of
those Additional Shares (including any discount (if any))
determined by the Boards under clause 4.2;
• the amount held to the order of the Eligible Shareholder
under clause 4.4; and
• advice as to the amount of any imputation or other taxation
credits.
All Additional Shares allotted to an Eligible Shareholder will be
recorded in the register of Stapled Securities maintained by Stride.
7. Termination, Suspension and
Modification
7.1 Termination, suspension or modification by Stride
The Boards may at any time and from time to time in their sole
discretion:
• terminate or modify the Plan. If the Plan is modified, then a
Participation Form will be deemed to be a Participation Form
under the Plan as modified unless that Participation Form is
withdrawn by the shareholder; or
• suspend the operation of the Plan so that it will not apply to
the whole or any part of any dividends; or
Terms and
Conditions (continued)
• restart the operation of any suspended plan so that it will
apply to the whole or any part of any dividends; or
• resolve that participation will not apply to the whole or part
of any dividend and that the dividend or the balance of the
dividend (as the case may be) will be paid in cash; or
• resolve that the price at which Additional Shares may be
acquired shall be at a discount to the market price of Stapled
Securities in accordance with clause 4.2; or
• resolve that in the event of the subdivision, consolidation or
reclassification of the shares into one or more new classes
of shares, that a Participation Form will be deemed to be a
Participation Form in respect of the shares as subdivided,
consolidated or reclassified unless such Participation Form
is subsequently changed or withdrawn by the participating
shareholder; or
• resolve that a Participation Form will cease to be of any
effect; or
• resolve that the Plan may be underwritten on such terms as
agreed between Stride and an underwriter.
7.2 Notice
Notice of any modification, suspension or termination by the
Boards will be given to all Eligible Shareholders participating in
the Plan.
7.3 When no notice required
Notwithstanding clause 7.2, Stride may at any time, without the
need of any notice:
• modify the Plan to comply with the constitutions of each
Company, the listing rules of any stock exchange on which
the shares are listed, or any law; or
• make minor amendments to the Plan where such
amendments are of an administrative or procedural nature.
7.4 Variation or termination by a participating
shareholder
An Eligible Shareholder may, at any time:
• increase or decrease the number of their shares which are
participating in the Plan; or
• terminate their participation in the Plan,
by Online Election or completing a Participation Form as outlined
in clause 3.1.
7.5 Variation or termination effective
A variation or termination under clause 7.4 will take effect
immediately upon receipt by the Share Registrar of the new
Participation Form or the written termination notice, as the case
may be, provided that any notice received after 5.00pm (New
Zealand time) on the Business Day following the record date for a
dividend will be effective only from the next following dividend.
7.6 Death of participating shareholder
If an Eligible Shareholder participating in the Plan dies,
participation by that shareholder in the Plan will be terminated
by Stride upon receipt by the Share Registrar of a notice of death
in a form acceptable to the Share Registrar. Death of one of
two or more joint shareholders will not automatically terminate
participation.
8. Reduction or Termination of
Participation where No Notice Given
8.1 Dispositions where partial participation
Where an Eligible Shareholder who is participating in the Plan in
respect of some but not all of their Stapled Securities disposes
of some of their Stapled Securities then unless the Eligible
Shareholder notifies the Share Registrar otherwise in writing:
• the Eligible Shareholder will be deemed to have disposed
of Stapled Securities which are not participating in the Plan
if the total number of non-participating Stapled Securities
held by them is greater than the number of shares being
disposed of by them; and
• if the number of Stapled Securities disposed of is greater
than the number of the Eligible Shareholder’s Stapled
Securities which are not participating in the Plan, they will
be deemed to have disposed of all of their non-participating
Stapled Securities, and the balance will be attributed to
Stapled Securities participating in the Plan.
8.2 Partial disposition where full participation
If an Eligible Shareholder with full participation disposes of part
of their holding of Stapled Securities without giving the Share
Registrar written notice terminating their participation in the
Plan, the Eligible Shareholder will be deemed to have terminated
participation in the Plan with respect to the Stapled Securities
disposed of from the date that each Company registers a transfer
of those Stapled Securities.
8.3 Dispositions of all of Stapled Securities
If an Eligible Shareholder disposes of all of their holding of
Stapled Securities without giving the Share Registrar written
notice terminating their participation in the Plan, the Eligible
Shareholder will be deemed to have terminated participation in
the Plan from the date that each Company registers a transfer of
those Stapled Securities.
Stride Property GroupStride Property GroupDRP Offer DocumentDRP Offer Document89
Terms and
Conditions (continued)
9. Implications of investing in
Stapled Securities
The practical implications of a shareholder holding a Stapled
Security include that:
• The shareholder is a shareholder of both SPL and SIML.
• 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.
• 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
NZX 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).
• 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.
• The materiality of “Material Information” for continuous
disclosure purposes under the NZX 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.
• New issues of Stapled Securities will result in equal numbers
of SPL shares and SIML shares being issued.
• 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 NZX 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.
• Distributions will be received, to the extent declared, from
each of SPL and SIML.
10. Taxation
The taxation consequences for each shareholder should they
elect to participate in the Plan will differ depending upon their
particular circumstances. Accordingly, each shareholder should
consult their own tax adviser as to the taxation implications
of the Plan. Stride does not accept any responsibility for the
financial or taxation effects of a shareholder’s participation or
non-participation in the Plan.
11. Costs
There are no charges for participation or withdrawal from the
Plan. No brokerage costs will be incurred on the acquisition of
Additional Shares.
12. Privacy
Any personal information you provide to Stride or the Share
Registrar, including in your Participation Form or online
application, will be held by Stride and/or the Share Registrar at
the addresses set out in the Directory. Stride and/or the Share
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.
13. Quotation of Additional Shares
Stride will apply for quotation of Additional Shares which may
be issued under the Plan on the NZX Main Board after they have
been allotted. However, NZX accepts no responsibility for any
statement in this Offer Document.
14. Governing Law
This Offer Document, and the Plan and its operation, are
governed by the laws of New Zealand.
15. Other Information
You have the right to receive from Stride, free of charge, a copy of
Stride’s most recent annual report, audited consolidated financial
statements and the audit report on those consolidated financial
statements by downloading them from the Investor News section
of Stride’s website at www.strideproperty.co.nz or, on request,
by contacting Stride at the address set out in the Directory.
Stride Property GroupStride Property GroupDRP Offer DocumentDRP Offer Document1011
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
Phone: +64 9 912 2690 or 0800 436 977
Email: admin@strideproperty.co.nz
www.strideproperty.co.nz
Solicitors
Bell Gully
Level 4
Bell Gully Building
40 Lady Elizabeth Lane
Wellington 6011
Level 21
Vero Centre
48 Shortland Street
Auckland 1010
Auditor
PwC
PwC Tower, Level 27
15 Customs Street West
Auckland 1010
Share Registrar
Computershare Investor Services Limited
Level 2
159 Hurstmere Road Takapuna
Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
Stride Property GroupStride Property GroupDRP Offer DocumentDRP Offer Document1213
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
---
Dividend Reinvestment Plan
Participation Form
DO NOT COMPLETE THIS FORM IF YOU WISH TO RECEIVE IN CASH ALL DIVIDENDS DECLARED
Name and Address
CSN/Holder Number
Registered Holder(s)
Signature(s)
Dated
No. Stapled Securities Held
The Stride Property Group Dividend Reinvestment Plan (Plan) allows you to elect to forgo your right to receive dividends on all or any of your
fully paid ordinary shares in Stride Property Limited (SPL) and Stride Investment Management Limited (SIML, together with SPL, Stride) in
cash, and instead to reinvest all or part of the net proceeds of your cash dividends in fully paid ordinary shares in SPL and SIML. Full details
of the Plan are set out in the accompanying Dividend Reinvestment Plan Offer Document dated 5 December 2022 (Offer Document).
Capitalised terms used but not defined in this Participation Form have the meanings given to them in the Offer Document.
If you wish to participate, or vary an existing participation election, in the Plan, please complete this Participation Form and send it to Stride’s
Share Registrar at your earliest convenience. Alternatively, you can do so online by visiting www.investorcentre.com/nz (refer to clause 3.1
of the Offer Document for further details).
The undersigned makes the following representations, warranties, undertakings and agreements in connection with its participation in the Plan:
On completion, please send the signed form to:
Stride Property Group
c/- Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Or scan and email to drp@computershare.co.nz
Note: If you do not complete the above, you will be deemed to have elected not to participate in the Plan.
I/We acknowledge 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 Plan as set out in the Offer Document.
I/We represent that I am/we are resident in New Zealand, Australia or the United Kingdom.
I/We acknowledge that this election will continue to apply in respect of any dividend to which SPL and SIML determines the Plan will apply until varied or terminated by written
notice in accordance with the terms and conditions of the Plan.
I/We warrant that if at any time I/we are located outside New Zealand, Australia or the United Kingdom and accept or continue to participate in the Plan, the offer of the Plan and
my/our participation in it does not breach any laws in my/our country of location.
Participation Election
Choose One Alternative Only
I/We elect to participate in the Plan at the level of participation nominated below and elect to renounce my/our right to have dividends
declared in respect of participating Stapled Securities paid in cash accordingly:
Terminate Participation
I/We wish to no longer participate in the Plan. To terminate your participation please tick ( ) here:
• Full Participation
Include all fully paid Stapled Securities in Stride from
time to time registered in my/our name(s).
For full participation please tick (
) here:
• Partial Participation
Include the proportion of fully paid Stapled Securities
in Stride registered in my/our name(s) shown below.
For partial participation please tick (
) here:
Please specify proportion as a percentage:
%
This Participation Form is not valid unless duly completed and signed. Joint holders must each sign.
Companies must execute by an authorised officer or attorney. If signed by an attorney, the power of
attorney must either have been previously produced to Stride or must accompany this Participation Form
and a certificate of non-revocation of the power of attorney needs to be enclosed.
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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