Rakon Dividend Reinvestment Plan
Rakon Limited
T +64 9 573 5554, F +64 9 573 5559
8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand
Private Bag 99943, Newmarket, Auckland 1149, New Zealand
Page 1 of 1 w w w . r a k o n . c o m
23 June 2023
NZX:RAK
Rakon Dividend Reinvestment Plan
Rakon Limited advises that the Board of Directors of Rakon has approved a Dividend
Reinvestment Plan. Documents relating to the newly established Dividend Reinvestment
Plan will be sent to shareholders today.
The Dividend Reinvestment Plan will apply to the FY2023 dividend previously announced on
24 May 2023.
Attached to this announcement is a copy of a letter from the Chair, the Dividend
Reinvestment Plan Offer Document, the Participation Form and the Distribution Notice
recording required details of the dividend and the Dividend Reinvestment Plan. The Offer
Document and the Participation Form will also be available to read or download on Rakon’s
website.
-ends-
Maureen Shaddick
Company Secretary
Rakon Limited
Contact:
Nick Laurent
Investor and Media Relations
nick.laurent@rakon.com
+64 21 240 7541
www.rakon.com
A b o u t Rakon
Rakon is a global high technology company and a world leader in its field. The company designs and manufactures
advanced frequency control and timing solutions. Its three core markets are Telecommunications, Positioning and
Space and Defence. Rakon’s products are found at the forefront of communications where speed and reliability are
paramount. Its products create extremely accurate electric signals which are used to generate radio waves and
synchronise time in the most demanding communication applications.
Rakon has three manufacturing plants, six research and development centres, and sixteen customer support offices
worldwide. Founded in Auckland in 1967, Rakon is proud of its New Zealand heritage. It is a public company listed
on the New Zealand stock exchange, NZX, ticker code RAK.
www.rakon.com
---
Dear Shareholder
In what marks a milestone for Rakon’s fiscal journey, in May the Board announced that Rakon will
commence dividends. Rakon has declared a fully imputed FY23 dividend of 1.5 cents per share.
Alongside this, the Board is introducing a Dividend Reinvestment Plan (Plan) recognising that some
shareholders would prefer the opportunity to increase their investment in Rakon instead of receiving
a cash dividend.
Dividend Reinvestment Plan
The Plan offers you the opportunity to reinvest the net proceeds of all or part of your cash dividends
in additional shares, without paying any brokerage fees.
Participation in the Plan is optional and flexible. 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 about
participation, you can elect to join the Plan at any time.
You can read or download a copy of the Dividend Reinvestment Plan Offer Document at
www.rakon/investors
The price
The Board has decided that the new shares will be issued at a 2% discount to an average market
price at the time entitlements are determined. The Board may review the amount of the discount
(if any) at any time.
How to participate
If you wish to participate in the Plan, you need to:
• Apply online by visiting www.investorcentre.com/nz; or
• Complete the Participation Form and return to Computershare at
drp@computershare.co.nz; or
• Post the Participation Form to the Computershare address set out in the form.
To participate in the Plan for the FY23 dividend, make sure your completed Participation Form is
received by our Registrar, Computershare Investor Services, by 25 July 2023. If you wish to receive
cash dividends, you don’t need to do anything.
Please read the information in the Dividend Reinvestment Plan Offer Document carefully. If you have
any queries about the Plan you should consult your financial adviser or contact Computershare by
emailing drp@computershare.co.nz or by calling 09 488 8777.
Thank you for your continued support of Rakon. We are excited for our future and appreciate that
you’re on the journey with us.
Yours sincerely
Lorraine Witten
Chair
Rakon Dividend Reinvestment Plan
Letter to shareholders
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RAKON LIMITED / 23 JUNE 2023
Dividend
Reinvestment
Plan Offer
Document
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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
Rakon’s Dividend Reinvestment
Plan: Your opportunity to acquire
more shares
The Rakon Dividend Reinvestment Plan (the Plan) provides
eligible Shareholders with an opportunity to increase their
investment in Rakon by reinvesting dividends paid on their
ordinary shares in Rakon (Shares) into Additional Shares.
This Offer Document explains how the Plan works. If you wish to
participate in the Plan, you will need to complete the Participation
Form and return it to Rakon’s Registrar, Computershare Investor
Services, or you can make a Participation Election online at
www.investorcentre.com/nz
CONTENTS
Key features of the Plan 3
Options for participation 4
Terms and Conditions 6
Glossary 18
Questions & Answers 20
Directory 23
This is an important document. You should read the whole
document before making any decisions. If you have any
questions or are in any doubt as to what you should do,
please contact your financial adviser. This document is
not investment advice and does not take into account
your personal investment objectives, financial situation or
particular needs.
Key features of the Plan
The information provided in this section (pages 3-5) is a
summary of the Plan only and should be read in conjunction
with the Plan Terms and Conditions (see pages 6-18) of
this Offer Document. In the event of a conflict between this
summary and the Plan Terms and Conditions, the Plan Terms
and Conditions will prevail.
ABOUT THE PLAN
The Plan provides an opportunity for eligible Shareholders to increase
their investment in Rakon by reinvesting eligible dividends paid on their
Shares in Additional Shares, instead of receiving those dividends in cash.
It provides eligible Shareholders with the benefit of being able to
acquire Additional Shares without paying brokerage, commissions or
other transaction costs.
In addition, Shares issued under the Plan may be issued at a discount
to the then current trading price of the Shares on the NZX Main Board.
For the latest dividend information (including Rakon’s Dividend Policy),
refer to the Rakon’s website: rakon.com/investors
ELIGIBILITY
The Plan is only available to Rakon Shareholders who have a
New Zealand or Australian address registered on the Rakon share
register. Rakon has elected not to offer participation under the Plan to
Shareholders who are residents outside of New Zealand or Australia.
This is to avoid the risk of breaking overseas laws and because most
of Rakon’s Shareholders are in New Zealand and Australia, it would be
unduly onerous to ensure compliance with those laws.
HOW TO PARTICIPATE
Participation in the Plan is optional.
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.
If you wish to participate in the Plan, you should read this Offer
Document including the Plan Terms and Conditions carefully (see
pages 6-18). and complete and return the Participation Form to
Rakon’s Registrar, Computershare Investor Services. Or you can make
a Participation Election online at www.investorcentre.com/nz
If you have more than one shareholding in Rakon, you will need to
complete and return a Participation Form, or make an online election,
for each shareholding identified by a separate holder number or CSN.
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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
Options for participation
If you wish to participate in the Plan, you may choose one of
the following options for participation.
OPTION A: FULL PARTICIPATION
This means that all of your Shares 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 Plan Terms
and Conditions). This would include the Shares you currently hold, as
well as any Shares acquired in the future, including where issued or
transferred to you under the Plan. Dividends that are payable to you in
respect of your Shares will be reinvested in additional Shares, instead
of being paid in cash.
OPTION B: PARTIAL PARTICIPATION
This means that only the proportion of your Shares nominated by
you (and the dividends paid on them) 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 Plan Terms and
Conditions). You will continue to receive in cash, in the usual way, any
dividends paid on your Shares that are not participating in the Plan.
If the percentage of Shares nominated by you does not result in a
whole number of participating Shares, the number of Shares which
will participate in the Plan will be rounded (up or down, as applicable)
to the nearest whole number – except that if the fraction is one half,
then the number of participating Shares will be rounded up to the
nearest whole number.
If you no longer wish to participate in the Plan, you may terminate your
participation at any time by informing Rakon’s Registrar either online
or by completing and returning a Cancellation Form (available from the
Registrar on request ).
TIMING OF PARTICIPATION
To be effective in respect of a dividend, your properly completed
Participation Form must be received by the Registrar, or your online
election must be completed, on or before 5.00pm (New Zealand
time) on the “Election Closing Date” for that dividend. Any
Participation Form received, or online election completed, after
5.00pm (New Zealand time) on an “Election Closing Date” for a
dividend will be effective only from the next following dividend.
For further details in this respect, please refer to the Plan Terms
and Conditions.
Once you have made a valid election to participate in the Plan, your
participation will continue for all future dividends to which the Plan
applies unless:
• you terminate or vary your participation in the Plan in
accordance with the Plan Terms and Conditions; or
• you cease to hold the Shares you have elected to
participate in the Plan; or
• the Plan is suspended or terminated by the Board, in its
sole discretion.
FLEXIBLE JOINING AND WITHDRAWAL ARRANGEMENTS
Rakon Shareholders can join, vary their participation, or withdraw from
the Plan at any time by making a Participation Election or informing
Rakon’s Registrar of their withdrawal (as applicable) in accordance
with the Plan Terms and Conditions.
Notice of joining, variation, or withdrawal from the Plan received
by Rakon’s Registrar after 5.00pm (New Zealand time) on an
“Election Closing Date” for a dividend will only be effective for the
following dividend.
ALLOCATION OF SHARES
Any additional Shares acquired under the Plan will be issued or
transferred to Participating Shareholders on the date that the relevant
dividend is paid in cash to non-participating Shareholders, and will
rank equally in all respects with all other fully paid Shares on issue as
at that date.
QUOTATION OF SHARES
Shares issued under the Plan will be quoted on the NZX Main Board
upon completion of allotment procedures. Shares acquired under the
Plan can be sold or transferred at any time.
KEEPING TRACK OF YOUR PARTICIPATION
A securities transaction statement will be sent to you after each
Dividend Payment Date.
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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
Terms and Conditions
1. INTRODUCTION
The Board of Rakon Limited (“Rakon”) has approved the adoption
of this Rakon Dividend Reinvestment Plan (the “Plan”). Under the
Plan, holders of ordinary Shares in Rakon may elect to reinvest the
net proceeds of eligible cash dividends paid on all or any of their
ordinary Shares in Rakon in further fully paid ordinary Shares in
Rakon (“Additional Shares”).
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 Schedule 8 to the Financial
Markets Conduct Regulations 2014. Accordingly, no product
disclosure statement is required in respect of the Plan.
This Offer Document has been prepared as at 23 June 2023.
Capitalised terms used in these terms and conditions have the
meanings set out in the Glossary to this Offer Document.
2. THE OFFER
2.1 Offer to Eligible Shareholders
Subject to clauses 2.4 to 2.6, Rakon offers to all Shareholders the
right to elect to participate in the Plan.
2.2 Available options
Shareholders 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 of your Shares registered in your name from time
to time.
(b) Partial Participation
If you elect partial participation, only the proportion of Shares
nominated by you will participate in the Plan.
If the percentage of Shares nominated by you does not result
in a whole number of Shares, the number of Shares which
will participate in the Plan will be rounded (up or down, as
applicable) to the nearest whole number except that if the
fraction is one half, the number of Shares will be rounded up
to the nearest whole number.
(c) Non-Participation
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.
If a Participation Election does not indicate the level of
participation or indicates a level of participation in excess of the
number of Shares then held by that Shareholder, it will be deemed
to be an application for full participation if the Participation
Election is otherwise correctly completed and signed or submitted
online (as applicable).
2.3 Information for Australian Shareholders
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 ASIC.
Australian resident Shareholders should note that Rakon 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.
2.4 Ability to exclude overseas Shareholders from the Plan
The Board has elected not to offer participation under the Plan to
Shareholders whose registered address is outside New Zealand
or Australia. The Board has adopted that policy on the basis
that to do so would risk breaching the laws of places outside of
New Zealand and Australia and it would be unduly onerous to
ensure that the laws of those places are complied with.
The Board may, in its absolute discretion, elect to amend this policy.
2.5 Overseas Shareholders
Any person residing outside New Zealand or Australia who holds
Shares through a New Zealand or Australian 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 residence.
Any person residing outside of New Zealand or Australia who
participates in the Plan through a New Zealand or Australian
resident nominee will be deemed to represent and warrant to
Rakon that they can lawfully participate in the Plan through
their nominee.
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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
Rakon accepts no responsibility for determining whether
a Shareholder is able to participate in the Plan under laws
applicable outside of New Zealand or Australia.
2.6 Exclusion where liens or charges over Shares
Any Shares over which Rakon has a lien or charge in accordance
with the Constitution or other requirements of law will not be
eligible to participate in the Plan.
3. METHOD OF PARTICIPATION
3.1 Participation Election
A Shareholder may elect to participate in the Plan at any time by
making a Participation Election in one of the following ways:
(a) Online election
By visiting the website of Rakon’s Registrar, Computershare
Investor Services:
Log into www.investorcentre.com/nz and select ‘My Profile’.
Then select ‘Reinvestment Plans’ from the left-hand menu.
If you do not have an Investor Centre account, you will need
your CSN/Investor Number and FIN to register. If you don’t
have this information available, you can email
enquiry@computershare.co.nz or phone +64 9 488 8777.
(b) Participation Form
Complete the Participation Form in accordance with the
instructions on that form and forward the completed
Participation Form.
Scan and email to:
drp@computershare.co.nz
Mail:
Rakon Limited
C/- Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
or
such other person or address as Rakon may determine from
time to time.
Participation Forms can be downloaded from the Rakon
website or Shareholders can request a Participation Form
from the Registrar at the address set out above.
3.2 Holder number and Common Shareholder Number (“CSN”)
A separate Participation Election must be made by a Shareholder
in respect of each holding of Shares identified by a separate
holder number or CSN.
3.3 When participation becomes effective
Participation will be effective as to dividends payable from the first
Record Date after receipt by the Registrar of a properly completed
Participation Election, unless:
(a) a properly completed Participation Election is received after
a Record Date but before 5.00pm (New Zealand time) on
an Election Closing Date, in which case participation will
be effective as to dividends payable from the Record Date
immediately preceding that Election Closing Date; or
(b) the Board notifies Shareholders that Participation Elections
will be effective if they are received by some later date.
Subject to the above, any notice received after 5.00pm
(New Zealand time) on an Election Closing Date for a dividend
will be effective only from the next following dividend.
Participation will continue for all future dividends to which the
Plan applies in accordance with these terms and conditions
(unless you vary or terminate your participation in the Plan in
accordance with these terms and conditions).
4. ADDITIONAL SHARE ENTITLEMENT
4.1 General
Subject to clause 6, the number of Additional Shares to be
acquired by a Shareholder who has elected to participate in the
Plan will be:
(a) based on the net cash proceeds of the dividend the
Shareholder would otherwise have received; and
(b) 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 Additional Shares
Subject to clause 6, the number of Additional Shares to be
acquired by a Participating Shareholder will be calculated in
accordance with the following formula:
(S x D) + B
AS =
___________
Price x (1–E)
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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
Where:
AS is the number of Additional Shares which the Participating
Shareholder will receive.
S is the number of Participating Shares.
D is the net proceeds per Share from Rakon in New Zealand
dollars (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 a Shareholder
in cash if the Shareholder had not elected to participate in the Plan.
B is the amount (if any) held on behalf of a Participating
Shareholder under the Plan in accordance with clause 4.3 below, as
a result of rounding the number of Additional Shares to be acquired
by the Participating Shareholder when the Plan last operated.
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 price setting trades of Shares which took place
through the NZX Main Board over a period of five Business Days
starting on the “Ex Date”. If no sales of Shares occur during those
five Business Days, then the volume weighted average sale price
will be deemed to be the sale price for a Share on the first price
setting trade of Shares 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 Rakon to allow for any bonus issue
or dividend expectation. If, in the opinion of the Board in its
sole discretion, any exceptional or unusual circumstances have
artificially affected the volume weighted average sale price so
determined, Rakon may make such adjustment to that sale price
as it considers reasonable.
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 all Shareholders with Participating Shares.
E is the percentage discount determined by the Board from time
to time (if any).
The discount determined by the Board (if any) will be announced
by Rakon to Shareholders (through the NZX) not later than 5
Business Days prior to the relevant Record Date.
4.3 Fractional Shares
Where the number of Additional Shares to be acquired by a
Participating Shareholder calculated in accordance with clause 4.2
includes a fraction, the number of Additional Shares to be issued
will be rounded down to the nearest whole number.
Any net proceeds per Share (being those described as “B” and “D”
in clause 4.2) which are not applied to acquire an Additional Share
because of the operation of this clause 4.3, will be held on behalf
of the Participating Shareholder and applied under the Plan on the
Participating Shareholder’s behalf the next time the Plan operates.
The Participating Shareholder will not accrue interest on any such
amount held in accordance with this clause 4.3.
Should the Participating Shareholder:
4.3.1 terminate their participation in the Plan; or
4.3.2 cease to be a Shareholder of Rakon,
any amount of NZ$2.00 or more which, at the time, is held on
behalf of the Participating Shareholder under this clause 4.3 will
be paid in cash to the Shareholder on the next Dividend Payment
Date. Amounts not more than NZ$2.00 which are held on behalf
of the Shareholder will be forfeited.
4.4 Share price information publicly available
At each time the price for Additional Shares is set under clause
4.2, Rakon will ensure that it has 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 were
publicly available.
4.5 Compliance with laws, listing rules and Constitution
The Plan will not operate in relation to a dividend to the extent
that the allotment, issue or transfer of Additional Shares under the
Plan would breach any applicable law, the NZX Listing Rules or
any provision of Rakon’s Constitution.
If and to the extent that the Plan does not operate for such reason
in respect of a Participating Shareholder’s Participating Shares,
the relevant dividend on the Participating Shares will, until such
time as the issue is resolved, be paid or distributed in the same
manner as to Shareholders not participating in the Plan.
5. OPERATION OF THE PLAN
5.1 Additional Shares
Rakon will, on the Dividend Payment Date, either issue or arrange
the transfer of the Additional Shares to which the Participating
Shareholder is entitled in accordance with clause 4.
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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
5.2 Terms of issue and ranking of Additional Shares
Additional Shares acquired by 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 clause 8, will not be issued on any other
terms and will all be subject to the same rights as each other.
The Additional Shares acquired by Participating Shareholders
under the Plan will, from the date of issue or transfer, rank equally
in all respects with each other and with all other Shares on issue
as at that date.
6. SOURCE OF ADDITIONAL SHARES
Additional Shares to be acquired by Participating Shareholders
under the Plan may, at the Board’s discretion, be:
(a) new Shares issued by Rakon;
(b) existing Shares acquired by Rakon or a nominee or agent
of Rakon; or
(c) any combination of new Shares and existing Shares.
7. STATEMENT TO PARTICIPATING SHAREHOLDERS
Subject to clause 2, Rakon or its Registrar will send to each
Participating Shareholder, as soon as practicable after each
Dividend Payment Date, a statement detailing in respect of that
Participating Shareholder:
(a) the number of Participating Shares of the Participating
Shareholder as at the relevant Record Date;
(b) the amount of:
(i) the cash dividend reinvested in respect of Participating
Shares; and
(ii) the dividend paid in cash on the Shares not nominated for
participation in the Plan (if applicable);
(c) the amount of any tax deduction or withholding made;
(d) the number of Additional Shares acquired by the Participating
Shareholder under the Plan on the relevant Dividend Payment
Date and the issue price of those Additional Shares, including
the discount (if any), determined by the Board under
clause 4.2;
(e) the amount held on behalf of the Participating Shareholder in
accordance with clause 4.3 (if any);
(f) advice as to the amount of any imputation or other taxation
credits; and
(g) such other matters as are required by law with respect to
dividends and/or their reinvestment.
8. TERMINATION, SUSPENSION AND MODIFICATION
8.1 Termination or modification by Rakon
The Rakon 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 the
Participating Shareholder in accordance with clause 8.4; or
(b) suspend the operation of the Plan so that it will not apply in
whole or part to any dividends; 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 the Participating
Shareholder in accordance with clause 8.4; 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 clause 4.2,
adjust the level of any discount or determine that no such
discount will apply; or
(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 Rakon and an underwriter.
8.2 Prior notice
Notice of any termination, suspension or modification of the Plan
under clause 8.1 will be given to all Participating Shareholders by
providing notification to Shareholders by way of announcement
to NZX.
8.3 When no notice required
Notwithstanding clauses 8.1 and 8.2, Rakon may at any time,
without the need of any notice:
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RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
(a) modify the Plan to comply with the Constitution, the NZX
Listing Rules or any law; and
(b) make minor amendments to the Plan where such
amendments are of an administrative or procedural nature.
8.4 Variation or termination by a Participating Shareholder
A Shareholder may, at any time:
(a) increase or decrease the proportion of Participating Shares,
by validly completing and sending a Participation Form to the
Registrar or by completing the online election process; or
(b) terminate their participation in the Plan by written notice
to that effect to the Registrar online or by completing a
Cancellation Form (available from the Registrar upon request ).
Such variation or termination will take effect upon receipt by
the Registrar of a properly completed Participation Form or
Cancellation Form, or upon completion of the online variation
or termination process (as applicable), provided that, if the
Participation Form or Cancellation Form is not received by the
Registrar, or the online variation or termination process is not
completed, before 5.00pm (New Zealand time) on an Election
Closing Date, the variation or termination will only be effective for
the next following dividend.
8.5 Death of Participating Shareholder
If a Shareholder participating in the Plan dies, participation by that
Shareholder will cease upon receipt by the Registrar of a notice of
death in a form acceptable to Rakon. Death of one of two or more
joint Shareholders will not automatically terminate participation.
9. REDUCTION OR TERMINATION OF PARTICIPATION
WHERE NO NOTICE GIVEN
9.1 Dispositions where partial participation
Where a Shareholder participating in the Plan in respect of some
but not all of its Shares disposes of some of its Shares then, unless
the Participating Shareholder notifies the Registrar otherwise
in writing, the number of Participating Shares held by that
Participating Shareholder will be reduced proportionately.
9.2 Partial dispositions where full participation
If a Shareholder with full participation disposes of part of its
holding of Shares without giving the Registrar written notice
terminating the Participating Shareholder’s participation in
the Plan in accordance with clause 8.4(b), the Participating
Shareholder will be deemed to have terminated its participation
in the Plan with respect to the Shares disposed of by it from the
date Rakon registers a transfer of those Shares.
9.3 Dispositions of all Shares
If a Participating Shareholder disposes of all of its holding of
Shares without giving the Registrar written notice terminating the
Participating Shareholder’s participation in the Plan in accordance
with clause 8.4(b), the Participating Shareholder will be deemed
to have terminated participation in the Plan from the date Rakon
registers a transfer of those Shares.
10. TAXATION
The statements below are general in nature and reflect the
relevant New Zealand and Australian tax law as at the date of this
Offer Document. The statements below are subject to any change
in New Zealand or Australian taxation laws. The taxation
consequences for each Shareholder may differ depending upon
their particular circumstances. Each Shareholder should consult
their own tax adviser as to the taxation implications of the Plan.
Rakon does not accept any responsibility for the financial or
taxation effects of a Shareholder’s participation or non-
participation in the Plan.
10.1 New Zealand Shareholders
For New Zealand tax purposes, a Participating Shareholder should
be treated in the same way as if they had not participated. This
means that the Shareholder will derive a dividend of the same
amount that they would have derived if they had not participated
(ie, they will be treated as receiving a dividend from Rakon which
is then applied to purchase or subscribe for Additional Shares).
Accordingly, unless the New Zealand Shareholder notifies Rakon
that they have RWT-exempt status, the dividend (including
any attached imputation credits) will be subject to resident
withholding tax (“RWT”) which is deducted at source by Rakon
(and therefore reduces the amount applied to purchase or
subscribe for Additional Shares). RWT will be deducted at the
rate of 33% with an allowance for any attached imputation
credits. For example, RWT will be deducted at the rate of 5%
where a dividend is fully imputed (reflecting company tax paid at
the 28% rate).
If the New Zealand Shareholder is required to report income
information to the Inland Revenue Department, they will need to
confirm that the dividend (including any attached imputation
credits) is included as assessable income in their automatically
generated tax assessment, which will be taxable to the
New Zealand Shareholder at their personal marginal tax rate.
Any attached imputation credits or RWT deducted will be
creditable against New Zealand taxes payable.
1617
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
10.2 Australian Shareholders
New Zealand Tax Consequences
For New Zealand tax purposes, an Australian Shareholder should
be treated in the same way as if they had not participated. This
means the Australian Shareholder will be treated as receiving a
cash dividend from Rakon which is then applied to purchase or
subscribe for Additional Shares.
The dividend will be subject to New Zealand non-resident
withholding tax (“NRWT”) which is deducted at source by
Rakon (reducing 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 for
New Zealand tax purposes, the impact of NRWT may effectively
be negated by Rakon paying the Australian Shareholder a
supplementary dividend in addition to the dividend paid to
all Shareholders.
Australian Tax Consequences
For Australian tax purposes, an Australian Shareholder should be
treated in the same way as if they had not participated. The gross
dividend (including any withholding tax deducted in New Zealand)
applied to acquire Additional Shares under the Plan will form part
of an Australian resident Participating Shareholder’s Australian
taxable income and will be assessable at the Australian resident
Participating Shareholder’s marginal tax rate.
The Australian resident Participating Shareholder may be entitled
to a foreign income tax offset for any NRWT in New Zealand.
Where Rakon maintains an Australian franking account balance
and issues a dividend with franking credits attached, franking
credits may be available and claimed as a tax offset in an
Australian Shareholder’s Australian income tax return.
The Australian and New Zealand tax consequences for Australian
resident Shareholders holding greater than 10% of Rakon’s share
capital may differ.
For Australian capital gains tax purposes:
• the cost base of the Additional Shares includes the amount of
the dividend applied to acquire the Additional Shares; and
• the Additional Shares should be treated as being acquired
by the Australian resident Participating Shareholder on the
date that they are issued or otherwise transferred to that
Shareholder by Rakon.
Access to additional capital gains tax characteristics (eg, the
capital gains discount and use of existing tax losses upon an
eventual sale of the Additional Shares) will be dependent
on the individual tax profile of the Australian resident
Participating Shareholder.
10.3 Other non-resident Shareholders
This section applies to Shareholders who are not tax residents of
New Zealand or Australia for the purposes of New Zealand or
Australian taxation law.
Where the dividend is paid to non-New Zealand resident
Shareholders, it will be subject to NRWT which is deducted at
source by Rakon (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.
Depending on the extent to which a dividend is imputed, the
impact of NRWT may effectively be mitigated by Rakon paying
a supplementary dividend in addition to the dividend paid to
all Shareholders.
11. COSTS
There are no charges for participation or withdrawal from the Plan
or changing the proportion of Shares nominated by you which
will participate in the Plan. Shares acquired under the Plan do not
incur brokerage or commission costs.
12. STOCK EXCHANGE QUOTATION
Rakon 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, the
NZX does not accept any responsibility for any statement in this
Offer Document.
13. GOVERNING LAW
This Offer Document, the Plan, and its operation, will be governed
by the laws of New Zealand.
1819
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
14. OTHER INFORMATION
You may obtain free of charge Rakon’s most recent annual report
and financial statements complying with Part 7 of the Financial
Markets Conduct Act 2013 by contacting Rakon at the address
of the Registrar set out in the directory to this Offer Document, or
you may download these reports from Rakon’s website,
www.rakon.com/investors.
Glossary
Additional Shares means the additional Shares to be issued or
transferred to Participating Shareholders pursuant to the Plan.
ASIC means the Australian Securities and Investments Commission.
Board means the board of directors of Rakon.
Business Day means a day on which the NZX Main Board is open
for trading.
Cancellation Form means the dividend reinvestment plan cancellation
form available from the Registrar, which notifies Rakon that a
Participating Shareholder wishes to terminate their participation
in the Plan.
Constitution means the constitution of Rakon.
Dividend Payment Date means the date on which Rakon pays a
dividend in respect of its Shares.
Election Closing Date means, in respect of a dividend, the Business
Day immediately following the Record Date for that dividend.
Ex Date means the day on or after which a declared dividend belongs
to the seller rather than the buyer if a share is traded.
NRWT means New Zealand non-resident withholding tax.
NZX means NZX Limited.
NZX Listing Rules means the listing rules of the NZX Main Board 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 in respect of which a
Participation Election has been validly made (subject to any validly
made variation or termination) by a Participating Shareholder prior to
5.00pm (New Zealand time) on the relevant Election Closing Date.
Participation Election means an election to participate in the Plan
made by a Shareholder in accordance with clause 3.1.
Participation Form means the participation form accompanying
this Offer Document or available from the Registrar or from
Rakon’s website.
Plan means Rakon’s 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, in relation to a dividend, the date on which
Rakon’s register of Shareholders is closed in order to determine
entitlement to the relevant dividend.
Rakon means Rakon Limited.
Registrar means Computershare Investor Services Limited.
Shareholder means a holder of Shares from time to time.
Shares means fully paid ordinary shares in Rakon.
2021
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
Questions & Answers
1. What is the Rakon Dividend Reinvestment Plan?
The Plan enables Shareholders to reinvest all or part of any
eligible dividend paid on their Shares in additional Rakon 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 holders of Shares who have a New Zealand or Australian
address on the Rakon share register. Rakon has elected not
to offer participation under the Plan to Shareholders who are
resident outside of New Zealand or Australia. This is to avoid
the risk of breaking overseas laws and because of the costs and
requirements of ensuring compliance with those laws. However,
the Board may amend this policy at any time, in its sole discretion.
3. Is there a minimum number of Shares that I need to own
before I can participate?
No.
4. How do I participate in the Plan?
It is recommended that you read this Offer Document carefully
before deciding whether to participate. You can elect to participate
at any time by completing and returning a Participation Form to
Rakon’s Registrar, Computershare Investor Services, or by making
an election online.
Visit www.investorcentre.com/nz
You will require your CSN/Holder Number and Authorisation
Code (FIN) to complete the investor validation process.
5. What options do I have regarding participating in the Plan?
Participation in the Plan is optional. 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 proportion of Shares nominated by you (and
the dividends paid on them) 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).
(c) Not to participate
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.
6. What if I change my mind?
You can join the Plan or vary your participation at any time by
either contacting Rakon’s Registrar, Computershare Investor
Services, online at www.investorcentre.com/nz or by forwarding a
completed Participation Form to the Registrar. Participation Forms
can be downloaded from Rakon’s website or Shareholders can
request a Participation Form from the Registrar.
If you choose to participate in the Plan and then change your
mind, you can opt out by informing the Registrar either online or
by completing a Cancellation Form (available from the Registrar
upon request ).
Such variation or termination will be effective upon receipt by
the Registrar of a properly completed Participation Form or
Cancellation Form, or upon completion of the online variation
or termination process (as appliable), provided that, if the
Participation Form or Cancellation Form is not received by the
Registrar, or the online variation or termination process is not
completed, before 5.00pm (New Zealand time) on an Election
Closing Date, the variation or termination will only be effective for
the next following dividend.
7. How much does it cost?
There are no charges for participating or withdrawing from the
Plan or changing the proportion of Shares nominated by you
which will participate in the Plan.
8. What price will Shareholders pay?
The price of Additional Shares is based upon the volume weighted
average sale price of Rakon’s Shares sold on the NZX Main Board
over a period of five Business Days starting on the “Ex Date”.
The price of Additional Shares may be subject to a discount
set by the Board from time to time. The discount, if any, will be
announced by Rakon to Shareholders (through the NZX) not later
than 5 Business Days prior to the relevant Record Date.
2223
RAKON LIMITED / 23 JUNE 2023RAKON LIMITED / 23 JUNE 2023
9. Can the Plan be changed in the future?
Yes. The Rakon Board may change, suspend or terminate the Plan
at its sole discretion. If that occurs, notice will be given through the
NZX as required by the terms and conditions of the Plan.
10. Can I sell the Shares?
Yes. Shares acquired under the Plan can be sold at any time.
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. Rakon
will provide details of the amount of the dividend, taxes withheld
and credits available so Shareholders can comply with their
tax filing obligations. 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 of the Plan.
12. Where can I find information on the Rakon dividend policy?
You can find a copy of the Rakon dividend policy by going to
www.rakon.com/investors.
13. How do I find out how many shares I have received?
Shortly after the allotment of Shares under the Plan, Computershare
Investor Services will send all Participating Shareholders an
updated securities transaction statement, along with a dividend
remittance advice.
Directory
REGISTRAR
Computershare Investor Services Limited
Postal address:
Private Bag 92119
Auckland 1142
New Zealand
Physical address:
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
New Zealand
Telephone: +64 9 488 8777
Email: enquiry@computershare.co.nz
RAKON
Rakon Limited
8 Sylvia Park Road,
Mt Wellington,
Auckland 1060
New Zealand
Telephone: +64 9 573 5554
www.rakon.com
www.rakon.com
---
PERSONAL DETAILS
Name(s):
Address:
Email:
CSN/Holder Number: Daytime phone:
( )
PARTICIPATION ELECTION
In terms of Rakon’s Dividend Reinvestment Plan, I/we wish to participate/amend an existing Participation Election in the Plan
and request:
(Choose one option only)
OPTION 1: Full participation in the Plan for all my/our Shares I/we may hold from time to time.
OR
OPTION 2: Partial participation in the Plan, for the following proportion of the Shares I/we may hold from time to time.
Please specify proportion:
%
SIGNATURE/S
Each Joint holder must sign this Participation Form. Companies must execute this Participation Form by an authorised officer or
attorney. If signed by an attorney, a non-revocation declaration must accompany this Participation Form, and the relevant authority
must either have been exhibited previously to the Registrar or accompany this Participation Form.
I/We acknowledge that I/we have received and read a copy of the Offer Document and agree to be bound by the terms and
conditions set out in the Offer Document.
Signature of Shareholder(s):
Date:
/ /
Date:
/ /
Date:
/ /
This Participation Form may be returned at any time to the Registrar by one of the methods below:
By post:
Rakon Limited
C/- Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
Online:
By visiting the Registrar’s website
www.investorcentre.com/nz
By email:
Send to: drp@computershare.co.nz
Please scan completed form and put
Rakon DRP in subject line of email
for ease of identification.
Full details of the Plan are set out in the Offer Document dated 23 June 2023 (“Offer Document”) accompanying this form.
Complete this form to participate in the Plan or to amend an existing Participation Election in the Plan. Alternatively, you may make
your Participation Election, or vary an existing Participation Election, by visiting www.investorcentre.com/nz.
Capitalised terms not defined in this Participation Form have the meaning given to those terms in the Glossary of the Offer Document.
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 Rakon Limited (“Rakon”).
Rakon Dividend Reinvestment Plan
Participation Form
---
Distribution Notice
Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)
Section 1: Issuer information
Name of issuer Rakon Limited
Financial product name/description Ordinary Shares
NZX ticker code RAK
ISIN (If unknown, check on NZX
website)
NZRAKE000158
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year x Quarterly
Half Year Special
DRP applies x
Record date 24/07/2023
Ex-Date (one business day before the
Record Date)
21/07/2023
Payment date (and allotment date for
DRP)
08/08/2023
Total monies associated with the
distribution
1
$3,435,829
Source of distribution (for example,
retained earnings)
Retained earnings
Currency New Zealand Dollar
Section 2: Distribution amounts per financial product
Gross distribution
2
$ 0.02083333
Gross taxable amount
3
$ 0.02083333
Total cash distribution
4
$ 0.01500000
Excluded amount (applicable to listed
PIEs)
N/A
Supplementary distribution amount $ 0.00264706
Section 3: Imputation credits and Resident Withholding Tax
5
Is the distribution imputed
Fully imputed
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Gross taxable amount” is the gross distribution minus any excluded income.
4
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
5
The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is
fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute
advice as to whether or not RWT needs to be withheld.
If fully or partially imputed, please
state imputation rate as % applied
6
28%
Imputation tax credits per financial
product
$0.00583333
Resident Withholding Tax per
financial product
$0.00104167
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
2%
Start date and end date for
determining market price for DRP
21/07/2023 27/07/2023
Date strike price to be announced (if
not available at this time)
28/07/2023
Specify source of financial products to
be issued under DRP programme
(new issue or to be bought on market)
New issue
DRP strike price per financial product
TBC
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
25/07/2023
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Maureen Shaddick, Company Secretary
Contact person for this
announcement
Nick Laurent, Investor and Media Relations
Contact phone number +64 21 240 7541
Contact email address nick.laurent@rakon.com
Date of release through MAP
23/06/2023
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
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.