Turners Dividend Reinvestment Plan
Grant Baker Todd Hunter
Chairman Group Chief Executive Officer
Dear Shareholder
Turners Dividend Reinvestment Plan
The Board of Directors of Turners Automotive Group Limited has approved the adoption of a dividend
reinvestment plan (DRP). The DRP offers the opportunity to reinvest dividends payable on existing shares
by the issue of additional new shares. This provides an easy and convenient way for you to increase your
investment in Turners without paying any brokerage fees.
The Board has decided that the new shares will be issued at a 2% discount to the market price at the time
entitlements are determined. The Board may review the extent of discount (if any) at any time.
Participation in the Plan is optional, and you can decide whether to reinvest all, part or none of your cash
dividends in additional shares.
If you decide not to participate, you do not need to do anything, and you will continue to receive all future
dividends as cash. If you change your mind regarding participation, you can elect to join the Plan at any
time.
You can read a copy of the full DRP offer document at www.turnersautogroup.co.nz/investor-centre/. If you
wish to participate in the Plan please visit www.investorcentre.com/nz to update your reinvestment options
in the “My Profile” page.
If you have any queries on the Dividend Reinvestment Plan please contact Computershare by emailing
drp@computershare.co.nz or by calling 09 488 8777.
Yours sincerely
May 2023
---
DIVIDEND REINVESTMENT PLAN
Offer document – May 2023
DRP
OFFER
Q&A 4
TERMS AND CONDITIONS 6
GLOSSARY 12
DIRECTORY 13
PARTICIPATION DIRECTORY NOTICE 15
This is an important document. If you have any questions or are in any doubt as to what you
should do, please contact your solicitor, accountant or financial advisor.
2
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
The Board of Directors
of Turners Automotive
Group Limited
has approved the
establishment of a
dividend reinvestment
plan which offers you the
opportunity to reinvest
dividends payable
on existing Shares in
Additional Shares.
■
The offer of Additional Shares under the Plan is
being made in reliance on clause 10 of Schedule 1 of
the Financial Markets Conduct Act 2013.
■ This provides an easy and convenient way for you
to increase your investment in Turners without any
brokerage fees.
■ Participation in the Plan is optional, and you can
decide whether to reinvest all, part or none of your
cash dividends in Additional Shares. If you decide
not to participate, you do not need to do anything,
and you will continue to receive all future dividends
as cash. If you change your mind regarding
participation, you can elect to join the Plan at any
time.
■ This Offer Document explains how the Plan works
and has been prepared as at May 2023.
■ Capitalised terms used in this Offer Document have
the meanings set out in the Glossary.
TURNERS DIVIDEND
REINVESTMENT PLAN.
3
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
1. What is the Turners dividend
reinvestment plan?
The Plan enables you to reinvest the net
proceeds of dividends payable on your Shares
in Additional Shares instead of receiving that
distribution in cash.
2. Am I eligible to participate?
As at the date of this Offer Document, the Plan
is only available to Shareholders who have
a New Zealand or Australian address on the
Turners share register.
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 www.investorcentre.com/
nz.
Alternatively, you can send a completed
Participation Election Notice, in the form set out
at the back of this Offer Document, to the Share
Registrar, at the address set out in the Directory.
4. What options do I have regarding
participating in the Plan?
Participation in the Plan is optional. If you wish
to participate in the Plan, you may elect:
(a) Full participation: Where 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 be treated as participating 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: Where only 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 change my mind?
You can join the Plan, vary your participation
or withdraw from the Plan at any time online
at www.investorcentre.com/nz or by sending
a completed Participation Election Notice
to the Share Registrar. Participation Election
Notices are available online at the website set
out above, or from the Share Registrar upon
request.
6. How much does it cost?
Participation in the Plan is free and provides
you with the ability to acquire Additional Shares
free of any brokerage, commission or other
transaction costs.
7. What price will I pay?
The price of Shares under the Plan will be based
upon the volume weighted average sale price
of Shares sold on the NZX Main Board over a
period of five trading days starting on the “Ex
Date” (which is one trading day before the
Record Date). The Share price may be subject
to a discount set by the Board from time to
time. The discount, if any, will be announced by
Turners to Shareholders at the same time the
dividend is announced for the relevant period.
8. Can the Plan be changed in the future?
Yes. The Board may change, suspend or cancel
the Plan at its sole discretion. If that occurs,
notice will usually be given through NZX and
ASX.
Q&A.
4
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
9. Can I sell the Shares I acquire under the
Plan?
Yes. You can sell Shares acquired under the Plan
at any time, subject to your compliance with all
applicable laws.
10. 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.
It is recommended that each Shareholder
contact their professional tax adviser for more
information about their specific circumstances.
Refer to clause 10 of the terms and conditions
set out below.
5
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
TERMS AND CONDITIONS.
1. What is the Turners dividend
reinvestment plan?
This Offer Document contains the terms and
conditions of Turners’ dividend reinvestment
plan.
Under the Plan, you may elect to reinvest the net
proceeds of cash dividends payable or credited
on all or some of your fully paid Shares by
acquiring Additional Shares.
The Record Date for determining your
entitlement to Additional Shares under the Plan
is 5.00pm New Zealand time on the date fixed
by Turners for determining entitlements to
dividends payable or credited on Shares.
2. The Offer
2.1. Offer to Eligible Shareholders
The Plan is available to you if, subject to clauses
2.3 and 2.4, you are the holder of ordinary
shares in Turners.
2.2 Available Options
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.
If you do not wish to participate in the Plan, you
do not need to do anything. You will continue to
receive in cash any dividends paid on all of your
Shares.
2.3 Overseas Shareholders
Turners may, in its absolute discretion, elect not
to offer participation in the Plan to Shareholders
whose registered address is outside New
Zealand or Australia if Turners considers that to
do so would risk breaching the laws of any other
jurisdiction 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
has elected not to offer participation in the Plan
to Shareholders whose registered address is
outside New Zealand or Australia or such other
jurisdictions where Turners is satisfied at its
absolute discretion from time to time that the
offer may lawfully be made without the need for
a prospectus, product disclosure statement or
other registration. The Board may amend this
policy at any time, in its sole discretion.
If you are not resident in New Zealand or
Australia and you participate in the Plan through
a New Zealand or Australian resident nominee,
you will be deemed to represent and warrant
to Turners that you can lawfully participate in
the Plan through your nominee. Turners accepts
no responsibility for determining whether
any person is able to participate in the Plan
under laws applicable outside New Zealand or
Australia.
2.4 Exclusion where liens or charges over
Shares
If you hold any Shares over which Turners has a
lien or charge, those Shares will not be eligible
to participate in the Plan.
3. Method of Participation
3.1 Participation Election
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 the Share
Registrar, Computershare Investor Services
Limited: www.investorcentre.com/nz
b) Participation Election Notice
By completing a Participation Election
Notice provided by the Share Registrar in
6
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
accordance with the instructions on that
form and returning it to:
By post:
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142 New Zealand
By email:
drp@computershare.co.nz,
or such other person or address as Turners
may determine from time to time.
You can make an election to participate in the
Plan at any time while the Plan is in effect.
You can at any time elect to participate by
visiting the website of the Share Registrar
(www.investorcentre.com/nz) or by requesting
a Participation Election Notice and Offer
Document from the Share Registrar.
If your Participation Election does not indicate
your level of participation in the Plan, you will
be deemed to have elected full participation if
your Participation Election is otherwise correctly
completed and, where applicable, signed.
Turners 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.
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.
3.2 When participation becomes effective
Participation will be effective as to dividends
payable or credited from the first Record Date
after receipt by the Share Registrar of a properly
completed Participation Election or, if your
Participation Election is received after a Record
Date but before 5.00pm on an Election Date,
from the Record Date immediately preceding
that Election Date.
Any Participation Election received after 5.00pm
New Zealand time on an Election Date will be
effective only from the next dividend.
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).
A Participation Election will not attach to the
Shares in respect of which it has been given, but
will be personal to the Shareholder giving it.
4. Additional Share Entitlement
4.1 Formula for calculation of Additional
Shares and Strike Price
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:
N = PS x D
Strike Price
Where:
N 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 Turners
(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 by Turners which would
otherwise have been payable to you in cash if
you had not elected to participate in the Plan.
Strike Price is the volume weighted average sale
price in New Zealand dollars (expressed in cents
and fractions of cents) for a Share calculated on
all trades of Shares which took place through
the NZX Main Board over the period of five
trading days starting on the “Ex Date” (which is
one trading day before the Record Date), less a
discount (if any) determined by the Board in its
absolute discretion.
If no sales of Shares occur during those five
trading days, then the volume weighted average
sale price will be deemed to be the sale price
for a Share on the last on market trade of Shares
which took place prior to such trading days as
determined by NZX.
The Strike Price may be reasonably adjusted by
Turners 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 (including
any unusual or irregular trades) have artificially
affected the Strike Price, Turners may make
such adjustment to that price as it considers
reasonable.
Any percentage discount determined by the
Board shall be announced by Turners to NZX
7
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
and ASX at the same time the dividend is
announced for the relevant period.
The determination of the Strike Price by the
Board, or by some other person nominated by
the Board, will be binding on all participants in
the Plan.
4.2 Fractional Shares
Where the number of Additional Shares to be
acquired by you calculated in accordance with
clause 4.1 includes a fraction, the number of
Additional Shares to be issued will be rounded
down to the nearest whole number of Shares.
Any net proceeds per Share which are not
applied to acquire an Additional Share because
of the operation of this clause 4.2 will be held
to the order of the Participating Shareholder
and applied under the Plan on the Participating
Shareholder’s behalf the next time the Plan
operates.
If the Participating Shareholder:
a) terminates or ceases his or her participation
in the Plan, under clause 8.3(b) or 8.4 of this
Plan; or
b) ceases to be a shareholder of Turners,
any amount above NZ$2.50, which at the
time is held to the order of the Participating
Shareholder under this clause 4.2, will be paid
in cash to the Participating Shareholder (or
his or her successor in the event of cessation
of participation due to the Participating
Shareholder’s death) on the next dividend
payment date. Amounts of NZ$2.50 or less
which are held to the order of the Participating
Shareholder at that time will be forfeited.
4.3 Share price information publicly
available
Turners will ensure that, at each time the Strike
Price is set under clause 4.1, 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.
4.4 Compliance with laws, Listing Rules and
Constitutions
The Plan will not operate to the extent that the
issue or transfer of Additional Shares under
the Plan would breach any applicable law, the
NZX Listing Rules, the ASX Listing Rules or any
provision of the Constitution.
If, for any reason, Turners cannot or does not
issue or transfer you Additional Shares under
the Plan in respect of a dividend, the relevant
dividend on your Participating Shares will be
paid or distributed to you in the same manner as
to Shareholders not participating in the Plan.
5 Operation of the Plan
5.1 Direction to apply dividend proceeds
By accepting this offer, each Participating
Shareholder directs Turners to apply the net
proceeds of every cash dividend to which
the Plan applies payable or credited on the
Participating Shares held by the Participating
Shareholder on the relevant dividend’s Record
Date as payment for the Additional Shares to
be issued to the Participating Shareholder, in
accordance with the Plan.
Such direction will continue until the
Participating Shareholder or Turners terminates
the Participating Shareholder’s participation in
the Plan in accordance with these terms and
conditions and will not apply during any period
which Turners suspends the Plan or after Turners
has terminated the Plan.
5.2 Additional Shares
Turners will issue or transfer to you the number
of Additional Shares calculated in accordance
with clause 4.1 on the day that you would
otherwise have been paid a dividend.
5.3 Terms of issue and ranking of Additional
Shares
Your Additional Shares will be issued or
transferred to you on the terms set out in
this Plan, subject to the rights of termination,
suspension and modification set out in clause
8. Your Additional Shares will, from the date of
issue or transfer to you, have the same rights
as and rank equally in all respects with all other
Shares on issue as at that date.
6 Source of Additional Shares
Additional Shares may, at the Board’s discretion,
be:
a) new Shares issued by Turners;
b) existing Shares acquired by Turners or a
nominee or agent of Turners; or
c) any combination of new Shares and existing
Shares.
8
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
7. Statement to participating Shareholders
If you elect to participate in the Plan, Turners
or the Share Registrar will send to you, as
soon as practicable after each date on which
Turners pays a dividend on Shares (other than
a dividend where the Plan does not operate
in respect of your Participating Shares), a
statement detailing:
a) the number of your Participating Shares as
at the relevant Record Date;
b) the amount of:
(i) your cash dividend reinvested in
Additional Shares; and
(ii) your dividend paid in cash on the Shares
which were not Participating Shares (if
applicable);
c) the amount of any tax deductions or
withholdings made in respect of the cash
dividend;
d) the Strike Price and the number of
Additional Shares issued or transferred to
you under the Plan;
e) the amount of any imputation or other
taxation credits in respect of the cash
dividend; and
f) such other matters required by law with
respect to dividends and/or reinvestment.
8 Termination, suspension and
modification
8.1 Termination, suspension or modification
The Board may at any time in its sole discretion:
a) terminate, suspend or modify the Plan. If the
Plan is modified, your Participation Election
will be deemed to be a Participation
Election under the Plan as modified unless
that Participation Election is withdrawn or
varied by you in accordance with clause 8.3;
b) 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;
c) 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
withdrawn or varied in accordance with
clause 8.3;
d) resolve that a Participation Election will
cease to be of any effect;
e) resolve that Additional Shares may be
acquired at a discount to the market price of
Shares in accordance with clause 4.1;
f) determine that Shareholders in specific
jurisdictions outside New Zealand and
Australia may participate in the Plan; or
g) determine that the Plan may be
underwritten on such terms as agreed
between Turners and an underwriter.
8.2 Prior notice
Notice of any termination, suspension or
modification of the Plan under clause 8.1 will be
given by way of an announcement to NZX and
ASX Notwithstanding the above, Turners may at
any time, without the need for any notice:
a) terminate, modify or suspend the Plan to
comply with the Constitution, the NZX
Listing Rules, the ASX Listing Rules or any
applicable law; and
b) make minor amendments to the Plan where
such amendments are of an administrative
or procedural nature.
8.3 Variation or termination by you
You may at any time:
a) increase or decrease the number of your
Participating Shares by making a new
Participation Election in accordance with
clause 3.1; or
b) terminate your participation in the Plan by
written notice to the Share Registrar or by
visiting the website of the Share Registrar.
Such variation or termination will take effect
from the first Record Date after receipt by the
Share Registrar of the new Participation Election
or the termination notice, as the case may be or,
if your new Participation Election or termination
notice is received after a Record Date but before
5.00pm on an Election Date, from the Record
Date immediately preceding that Election Date.
8.4 Death of Shareholder
If a Participating Shareholder dies, participation
in the Plan by that Participating Shareholder
will cease on 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 Participating Shareholders will not
9
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
automatically terminate participation in the Plan.
9 Reduction or termination of
participation where no notice is given
9.1 Dispositions where partial participation
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 Share 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.
9.2 Partial dispositions where full
participation
If you elect full participation in the Plan and you
dispose of part of your holding of Shares, the
Plan will only apply in respect of the number
of Shares held by you on each relevant Record
Date following that disposal.
9.3 Dispositions of all Shares
If you dispose of all of your holding of Shares,
you will be deemed to have terminated
participation in the Plan from the date the Share
Registrar registers a transfer of those Shares.
10 Taxation
The statements below in relation to taxation
reflect the New Zealand tax law as at the date
this Offer Document was prepared, and, as
such, are subject to any change in New Zealand
taxation laws.
10.1 New Zealand Shareholders
For New Zealand tax purposes, if you reinvest
the net proceeds of your cash dividends to
acquire Additional Shares, you should be treated
in the same way as if you had not participated in
the Plan. This means that if you participate in the
Plan, you should derive dividend income of the
same amount that you would have derived had
you not participated in the Plan.
The taxation summary above is based on
New Zealand taxation laws as at the date
of this Offer Document and is, of necessity,
general. It does not take into account your
individual circumstances and the specific tax
consequences of your participation or non-
participation in the Plan, which may vary
considerably. You should not rely on this general
summary but should seek your own tax advice.
Turners does not accept any responsibility
for the financial or taxation effects of your
participation or non-participation in the Plan.
10.2 Australian Shareholders
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 Participating
Shareholder will derive a dividend of the same
amount that they would have derived if they had
not participated (that is, they would be treated
as receiving a dividend from Turners which
is then applied to purchase or subscribe for
Additional Shares).
The gross dividend (including any withholding
tax deducted in New Zealand) is expected
to form part of the assessable income of the
Australian resident Participating Shareholder
taxed at the applicable marginal tax rates. The
Australian resident Participating Shareholder
may be entitled to a foreign income tax offset
for any withholding tax deducted in New
Zealand. For capital gains tax purposes, the
cost base of the Additional Shares will generally
include the amount of the dividend applied to
acquire the Additional Shares. For New Zealand
tax purposes, an Australian Shareholder should
be treated in the same way as if they had not
participated. This means that the Australian
Shareholder will derive a dividend of the same
amount that they would have derived if they had
not participated (i.e., the Australian Shareholder
will be treated as receiving a dividend from
Turners which is then applied to purchase or
subscribe for Additional Shares).
Accordingly, where the dividend is paid to
Australian Shareholders it will be subject to New
Zealand non-resident withholding tax (“NRWT”)
which is deducted at source by Turners (and
therefore reduces the amount applied to
purchase or subscribe for Additional Shares).
NRWT will generally be deducted at the rate
of 15%. However, where the dividend is fully
imputed, the impact of NRWT may effectively
be negated by Turners paying the Australian
Shareholder a supplementary dividend in
addition to the dividend paid to all Shareholders
(both the dividend and the supplementary
dividend can participate in the DRP, being the
10
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
cash amount received after the deduction of
NRWT).
10.3 Other non-resident Shareholders
Where the dividend is paid to non-New Zealand
resident Shareholders, it will be subject to
NRWT which is deducted at source by Turners
(and therefore reduces the amount applied to
purchase or subscribe for Additional Shares).
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.
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.
c) Depending on the extent to which a
dividend is imputed, the impact of NRWT
may effectively be mitigated by Turners
paying a supplementary dividend in addition
to the dividend paid to all Shareholders.
11 Costs
You will not be charged for participation or
withdrawal from the Plan. No brokerage or
commission costs will be incurred in respect of
the acquisition of Additional Shares.
12 NZX Main Board Quotation
Turners’ ordinary shares are quoted on the NZX
Main Board and as a foreign exempt entity on
the official list of ASX. It is expected that such
Additional Shares will be quoted on the NZX
Main Board and ASX on completion of allotment
procedures.
However, neither NZX nor ASX accept any
responsibility for any statement in this Offer
Document.
13 NZX Listing Rules and ASX Listing Rules
This Plan is subject to the NZX Listing Rules
and ASX Listing Rules. In the event of any
inconsistency between the Plan and the NZX
Listing Rules or applicable ASX Listing Rules,
the NZX Listing Rules or applicable ASX Listing
Rules will apply.
14 Information for Australian Shareholders
In respect of Australian Shareholders, the offer
of Additional Shares under the Plan does not
require disclosure for the purposes of section
706 of the Corporations Act 2001 (Cth.).
Australian resident Shareholders should note
that Turners is not licenced 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. Shareholders should contact their
professional advisers if they have questions
about how the Plan will apply to them. There is
no cooling-off regime that applies in respect of
the issue of Shares under the Plan.
14 Governing law
This Offer Document, the Plan and its operation
will be governed by the laws of New Zealand.
15 Other information
You may obtain, free of charge, Turners’ most
recent annual report and financial statements
(and any auditor’s report on those financial
statements) by contacting Turners at the
address set out in the Directory.
Alternatively, you may download these
documents from Turners’ website:
www.turnersautogroup.co.nz
11
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
GLOSSARY.
■
Additional Shares means the additional Shares to be issued or transferred to Participating
Shareholders pursuant to the Plan.
■
ASX means the Australian Securities Exchange operated by ASX Limited.
■
ASX Listing Rules means the listing rules of ASX as applicable to Turners from time to time.
■
Board means the board of directors of Turners.
■
Constitution means the constitution of Turners.
■
Election Date means, in respect of each Record Date, the first trading day after that Record
Date or such later date set by the Board and advised to the NZX Main Board.
■
NZX means NZX Limited.
■
NZX Listing Rules means the listing rules of NZX from time to time.
■
NZX Main Board means the main board equity security market operated by NZX.
■
Offer Document means this booklet 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 in respect of
which the Participating Shareholder has validly elected to participate in the Plan.
■
Participation Election means your election to participate in the Plan, made in one of the ways
specified in clause 3.1 of this Offer Document.
■
Participation Election Notice means the participation election form available from the Share
Registrar in hard copy or online.
■
Plan means Turners’ dividend reinvestment plan established by the Board 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 Turners for determining
entitlements to dividends payable or credited on Shares.
■
Share Registrar means Computershare Investor Services Limited.
■
Shareholder means a holder of one or more Shares from time to time.
■
Shares means fully paid ordinary shares in Turners.
■
Strike Price means the price at which Additional Shares will be issued to Participating
Shareholders, calculated in accordance with clause 4.1 of this Offer Document.
■
Turners means Turners Automotive Group Limited.
12
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
DIRECTORY
Turners
Turners Automotive Group Limited
Level 5, 70 Shortland Street
Auckland Central
Auckland, 1010
Phone: 0800 100 601
Share Registrar
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland, 1142
New Zealand
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Phone: +64 9 488 8777
Email: drp@computershare.co.nz
Legal Advisers
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
13
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
NOTES
14
TURNERS AUTOMOTIVE GROUP DIVIDEND REINVESTMENT PLAN OFFER 2023
PARTICIPATION ELECTION NOTICE
Turners Automotive Group Limited – 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 Turners Automotive Group Limited (“Turners”).
Turners has a dividend reinvestment plan (the “Plan”). Full details of the Plan are set out in the
Offer Document dated May 2023. Capitalised terms not defined in this Participation Election
Notice have the meaning given to those terms in the Glossary of the Offer Document.
If you wish to reinvest all or part of your Turners dividends under the Plan, complete and return
this form in the enclosed reply-paid envelope or email the completed form to:
drp@computershare.co.nz.
Alternatively, you may make your Participation Election or vary an existing Participation Election
online by visiting www.investorcentre.com/nz.
Note: Applications received from non-New Zealand resident Shareholders will only be accepted if
permitted by the laws in force in the jurisdiction of that non-New Zealand resident Shareholder.
Name(s) ...................................................................................................................................................................................
Address ....................................................................................................................................................................................
CSN / Holder Number ........................................................................................................................................................
Daytime phone......................................................................................................................................................................
In terms of Turners’ dividend reinvestment plan, I/we wish to participate in the Plan and request:
(Choose one option only):
Full participation in the Plan for all my Shares I may hold from time to time
Partial participation in the Plan, for the number of Shares stated.
Please specify number of Shares ................................................................
OR
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 Share 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 Plan set out in the Offer Document dated [date]
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) (joint holders should all sign):
Signed X ............................................................................................Date ..............................................................
Signed X ............................................................................................Date ..............................................................
Signed X ............................................................................................Date ..............................................................
Participation will commence on the first Record Date after receipt by the Share Registrar of
your correctly completed Participation Election or, if your Participation Election is received
after a Record Date but before 5.00pm on an Election Date, from the Record Date immediately
preceding that Election Date.
Participation will continue to apply until varied or terminated in accordance with the terms and
conditions of the Plan or until the Plan is terminated or suspended by Turners.
15
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- IPL — Investore Property Limited: Dividend Reinvestment Plan Introduced2023-06-27
“IMMEDIATE – 28 June 2023 • • • --- Dear Shareholders, Dividend Reinvestment Plan Investore Property Limited (Investore) has recently adopted a Dividend Reinvestment Plan (Plan). Investore invites all eligible shareholders to apply to participate in the Plan, should they…”