Steel & Tube - Dividend Reinvestment Plan
Company Announcement
26 August 2024
Steel & Tube Holdings Limited, PO Box 58880, Botany, Auckland 2163, New Zealand
P +64 4 570 5000 www.steelandtube.co.nz
Dividend Reinvestment Plan
Steel & Tube Holdings Limited (NZX: STU) has established a Dividend Reinvestment Plan (DRP). The DRP offers
shareholders the opportunity to reinvest the net proceeds of cash dividends payable on some or all of their
Steel & Tube shares into additional fully paid shares, free of brokerage charges. Any shareholder who does not
choose to participate in the DRP will continue to receive their dividends in cash.
The Dividend Reinvestment Plan Offer document, Participation Notice and instructions for participating in the
Dividend Reinvestment Plan will be sent to shareholders and are attached to this announcement. These will
also be available on Steel & Tube’s website.
The Dividend Reinvestment Plan will apply to the FY24 final dividend.
ENDS
For media or investor enquiries, please contact: Jackie Ellis Tel: +64 27 246 2505 or
email: jackie@ellisandco.co.nz
For further information please contact:
Mark Malpass
Steel & Tube CEO
Tel: +64 27 777 0327
Email: mark.malpass@steelandtube.co.nz
Richard Smyth
Steel & Tube CFO
Tel: +64 21 646 822
Email: richard.smyth@steelandtube.co.nz
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DIVIDEND
REINVESTMENT
PLAN OFFER
23 August 2024
STEEL & TUBE HOLDINGS LIMITED
Letter from the Chair
Dear Shareholder
Dividend Reinvestment Plan
Steel & Tube has established a dividend reinvestment plan.
This is an opportunity for you to reinvest all or part of your dividends into additional Steel & Tube shares instead of being paid
cash.
There is a brief summary of the process below and this booklet contains the full terms and conditions.
How to participate
Participating is optional, and it is also flexible. You can elect to participate with all or part of your dividends, and you can start or
stop your participation at any time.
If you would like to participate in the dividend reinvestment plan, please follow this link www.investorcentre.com/nz or complete
and return the enclosed participation form to the share registrar, Computershare Investor Services.
If you decide not to participate, you don’t need to do anything and you will continue to receive all future dividends in cash, unless
and until you decide at a later date to participate.
What will the share price be?
The price of the shares will be based on the volume weighted average sale price of Steel & Tube shares sold on the NZX Main Board
over seven business days, starting on the Business Day before the Record Date (the ‘Ex’ Date).
From time to time the share price may be subject to a discount set by the board. Any discount will be announced to NZX, most
typically when a dividend is announced.
It is also important to note that the dividend reinvestment plan may not apply to all future dividends. This will be advised by the
board when each dividend is announced.
Please read the information in the booklet carefully, and if you have any questions, please speak to your financial adviser.
Yours sincerely,
Susan Paterson
Chair
This is an important document. You should read the whole document before making any decisions. If you have any
doubts as to what you should do, please consult your broker, financial, investment or other professional advisor.
DIVIDEND
REINVESTMENT
PLAN OFFER
23 August 2024
Terms and Conditions
1 Introduction
This document (Offer Document) contains the terms and conditions of the Steel & Tube Holdings Limited (Steel & Tube)
Dividend Reinvestment Plan (the Plan).
The Plan is available to you (you) if, subject to clauses 3 and 4, you are the holder of ordinary shares in Steel & Tube
(Shares).
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 further Shares (Additional Shares).
The record date for determining your entitlement to Additional Shares under the Plan is 5:00pm on the date fixed by
Steel & Tube for determining entitlements to dividends payable or credited on Shares (Record Date).
Further information about Steel & Tube can be found in the Investor Centre section of its website at
www.steelandtube.co.nz/investor-centre.
2 Available Options
You may elect to participate in the Plan by exercising one of the following options:
(a) Full Participation - If you choose full participation, the Plan will apply to the cash dividends payable or credited
from time to time in respect of all Shares registered in your name.
( b) Partial Participation – If you choose partial participation, the Plan will only apply to the cash dividends payable
or credited from time to time in respect of your nominated percentage of Shares registered in your name.
The Shares, if any, which you have chosen to participate in the Plan at each Record Date will be your “Participating Shares”.
If you do not wish to participate in the Plan and instead wish to receive any dividends payable or credited in respect of
your Shares from time to time in cash you do not need to do anything.
3 Overseas Shareholders
3.1 No action has been taken to permit the offer of the Plan in any jurisdiction outside New Zealand and Australia. The
distribution of this document in a jurisdiction outside New Zealand and Australia may be restricted by law and persons
who come into possession of it (including nominees, trustees or custodians) should seek advice on and observe any such
restrictions.
3.2 Steel & Tube may, in its absolute discretion, elect not to offer participation in the Plan to shareholders whose address
is outside New Zealand or Australia if Steel & Tube considers that to do so would risk breaching the laws of any other
jurisdiction and it would be unduly onerous to ensure that the laws of those jurisdictions are complied with. The board
may amend this policy at any time, in its sole discretion.
3.3 If you reside outside New Zealand or Australia and participate in the Plan through a New Zealand or Australia resident
nominee you are deemed to represent and warrant to Steel & Tube that you can lawfully participate through your
nominee. Steel & Tube accepts no responsibility for determining whether any person is able to participate in the Plan
under laws applicable outside of New Zealand or Australia.
4 Exclusion where Liens or Charges over Shares
If you hold any Shares over which Steel & Tube has a lien or charge, those Shares will not be eligible to participate in the
Plan.
5 Participation Election
5.1 To participate in the Plan you must make a “Participation Election” by completing a participation notice in a form
provided by Steel & Tube from time to time (the “Participation Notice”) in accordance with the instructions on that
notice and sending the completed Participation Notice to Steel & Tube’s Share Registrar at:
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
or such other person or address as Steel & Tube may determine from time to time or by electronic means specified by
Steel & Tube from time to time.
5.2 You can make your Participation Election at any time while this Plan is in effect by following the steps in clause 5.1.
Participation Notices can be obtained from Steel & Tube’s Share Registrar at any time.
5.3 If your Participation Election does not specify your degree of participation in the Plan, you will be deemed to have
chosen full participation if your Participation Election is otherwise correctly completed.
5.4 The last date for receipt of a Participation Notice for participation in any dividend will be the first business day (being a
day the NZX Main Board is open for trading) after the relevant Record Date or such later date as may be set by the board
and advised to the market (“Election Date”).
6 Participation Applies from First Election Date
Net proceeds of cash dividends payable or credited on your Participating Shares will be reinvested in Additional Shares
from the first Election Date which occurs after receipt by Steel & Tube of a properly completed Participation Election.
7 Formula for Calculation of Additional Shares
7.1 If you choose to participate in the Plan, the number of Additional Shares you will be allotted will be calculated in
accordance with the following formula:
N = PS x D
P
Where:
N is the number of Additional Shares you will receive (with fractional entitlements to be rounded to the nearest whole
number).
PS is the number of your Participating Shares.
D is the net proceeds of cash dividends paid or credited per Share by Steel & Tube (expressed in cents and fractions
of cents, including any applicable supplementary dividends in respect of Participating Shares payable to non-resident
shareholders but excluding any tax credits and after deduction of any withholding or other taxes, if any).
P is the individual daily 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 the
period of seven (7) trading days, or such other period determined by the board, commencing on (and including) the Ex
Date less a discount (if any) as determined by the board from time to time. If no sales of Shares occur during those seven
(7) trading days, then the volume weighted average sale price will be deemed to be the sale price for a Share on the last
trade of Shares which took place prior to 5pm on the Record Date.
Any discount will be notified to NZX for release to the market not later than 5 trading days prior to the relevant Record
Date.
7. 2 The variable “P” calculated above (the “Strike Price”) may be reasonably adjusted by Steel & Tube to allow for any
bonus issue or dividend or other distribution expectation. If, in the opinion of the board, any exceptional or unusual
circumstances have artificially affected the price “P”, Steel & Tube may make such adjustment to that price as it considers
reasonable. The determination of the Strike Price of the Additional Shares by the board, or by some other person
nominated by the board, will be binding on all participants in the Plan.
8 Compliance with Laws, Listing Rules and Constitution
8.1 The Plan will not operate to the extent that the allotment of Additional Shares under the Plan would breach any
applicable law, any applicable listing rules or any provision of Steel & Tube’s constitution.
8.2 If, for any reason, Steel & Tube cannot allot your Additional Shares, 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 and at the same time as
the dividends are paid to those shareholders. You will not be paid interest on any such payment.
9 Issue of Additional Shares
Steel & Tube will allot your Additional Shares in accordance with clauses 7 to 8 on the day that you would otherwise have
been paid a dividend.
10 Share Price Information Publicly Available
Steel & Tube will ensure that at the time the Strike Price is set under clause 7.1 it will have no information that is not
publicly available that would, or would be likely to, have a material adverse affect on the realisable price of the Shares if it
was publicly available.
11 Terms of Issue and Ranking of Additional Shares
Your Additional Shares will be allotted on the terms set out in this Plan, subject to the rights of termination, suspension
and modification set out in clause 14. Your Additional Shares will, from the date of allotment, rank equally in all respects
with each other and with all other Shares of Steel & Tube on issue as at that date. Your Additional Shares will be subject to
the same rights as the Additional Shares issued to all holders of Shares who agree to receive Additional Shares.
12 Source of Additional Shares
Your Additional Shares may, at the board’s discretion, be:
(a) new Shares issued by Steel & Tube;
( b) existing Shares acquired by Steel & Tube or a nominee or agent of Steel & Tube; or
(c) any combination of (a) and (b) above.
13 Statements
If you choose to participate in the Plan, Steel & Tube will send a statement to your address or electronic mail address (if
you have elected to receive communications electronically) as set out in Steel & Tube’s share register within 5 trading
days of the allotment of Additional Shares detailing:
(a) the number of your Participating Shares as at the Record Date;
( b) the amount of your cash dividend reinvested in Additional Shares and the amount paid in respect of any of your
Shares that are not participating in the Plan (if applicable);
(c) the Strike Price and number of Additional Shares you were allotted under the Plan;
(d ) the amount of any tax deductions or withholdings, imputations or other taxation credits in respect of the cash
dividend; and
(e) such other matters required by law with respect to dividends and/or reinvestment.
14 Termination, Suspension and Modification
The board may, in its sole discretion, at any time:
(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 modified Plan unless you withdraw or modify your Participation Election in
accordance with clause 15;
( b) resolve that some or all of a dividend will be paid in cash only instead of the Plan applying;
(c) resolve that in the event of the subdivision, consolidation or reclassification of the Shares into one or more
new classes of shares, your Participation Election will be deemed to be a Participation Election in respect of the
shares as subdivided, consolidated or reclassified unless you withdraw or modify your Participation Election in
accordance with clause 15;
(d ) resolve that your Participation Election will cease to be of any effect, for example, if the Participation Notice
has been incorrectly completed or is unclear or if the number of Shares you hold is insufficient to enable
participation as requested; or
(e) determine that Additional Shares may be issued at a discount to the market price of Shares and the amount of
any such discount.
If the Plan is modified under clause 14(a) then a Participation Notice will be deemed to be a Participation Notice under the
Plan as modified unless such Participation Notice is subsequently changed or withdrawn by you.
Notice of any modification, suspension or termination under clause 14(a) will be given to all Participating Shareholders
by providing notification to Shareholders by way of announcement to the NZX Main Board through the NZX market
announcement platform, except for notice of any determination under clause 14(d) which shall be given to the Shareholder
who gave the Participation Form in question.
15 Variation or Termination
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 5.1; or
( b) terminate your participation in the Plan by written notice to Steel & Tube’s Share Registrar at the address set out
in clause 5.1.
Such variation or termination will take effect on the first Election Date after receipt by Steel & Tube’s Share Registrar of
the new Participation Election or the written termination notice, as the case may be.
16 Partial Dispositions
If you dispose of any of your Participating Shares, you will be deemed to have terminated your participation in the Plan
with respect to the Participating Shares you disposed of from the date Steel & Tube’s Share Registrar registers a transfer
of those Participating Shares.
17 Dispositions of all of your Participating Shares
If you dispose of all of your Participating Shares, you will be deemed to have terminated your participation in the Plan
from the date Steel & Tube’s Share Registrar registers a transfer of those Shares.
18 Taxation
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. Steel & Tube does not accept any responsibility for the financial or taxation effects
of your participation or non-participation in the Plan.
19 Costs
You will not be charged for participation or withdrawal from the Plan. You will not incur any brokerage costs on the
allotment of your Additional Shares.
20 Listing Rules
The Plan is subject to any applicable listing rules and to any rules for clearing and/or settlement which apply to the NZX
Main Board from time to time (together, the Rules) and in the event of any inconsistency between the Plan and the
Rules, the Rules will apply.
21 Governing Law
The Plan and its operation will be governed by the laws of New Zealand.
22 Other Information
You can download an electronic copy of Steel & Tube’s most recent Annual Report and Steel & Tube’s most recent audited
financial statements and auditor’s report from Steel & Tube’s website at www.steelandtube.co.nz/investor-centre.
Alternatively, you can request a copy of these documents free of charge by writing to Steel & Tube’s Company Secretary
at the address specified in the Directory to this document.
DIRECTORY
ISSUER
Steel & Tube Holdings Limited
7 Bruce Roderick Drive, East Tamaki
Auckland 2013, New Zealand
PO Box 58880, Botany,
Auckland 2163, New Zealand
Ph: +64 4 570 5000
Email: info@steelandtube.co.nz
Website: www.steelandtube.co.nz
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142
New Zealand
Ph: +64 9 488 8777
Email: enquiry@computershare.co.nz
Website: www.computershare.co.nz
LEGAL ADVISOR
Chapman Tripp
Level 34, PWC Tower
15 Customs Street West
Auckland 1010
New Zealand
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Participation Notice
Steel & Tube Holdings Limited - Dividend Reinvestment Plan
YOU SHOULD NOT COMPLETE THIS FORM IF YOU WISH TO RECEIVE ANY DIVIDENDS DECLARED IN CASH
The Dividend Reinvestment Plan (Plan) Offer Document which this Participation Notice accompanies is important. Terms used in
this Participation Notice have the meaning given to them in the Offer Document. If you have any questions in relation to the Plan,
please consult your broker, financial, investment or other professional advisor.
Please see instructions on the reverse on how to complete this Participation Notice and where to send it.
Steel & Tube Holdings Limited (Steel & Tube) offers its shareholders the ability to participate in the Plan on the terms set out in
the Offer Document.
If you wish to participate in the Plan or to vary your participation in the Plan, you should make a Participation Election by
completing this form and sending it to Steel & Tube’s share registrar, Computershare Investor Services, or complete an electronic
Participation Notice on the Computershare Investor Centre at www.investorcentre.com/nz.
No action has been taken to permit the offer of the Plan in any jurisdiction outside New Zealand and Australia. The distribution of
this document in a jurisdiction outside New Zealand and Australia may be restricted by law and persons who come into possession
of it (including nominees, trustees or custodians) should seek advice on and observe any such restrictions. If you complete this
form you are representing and warranting to Steel & Tube that you may lawfully participate in the Plan.
I wish to participate in the Plan and request:
Option 1: Full participation (including any future Steel & Tube Shares acquired)
OR
Option 2: Partial participation (state percentage of your Steel & Tube Shares to participate in the Plan: %)
Certification
By accepting this offer and participating in the Plan, you are agreeing to the Terms and Conditions set out in the Offer Document
and you are providing the certification set out on the reverse side of this form, under the heading “Certification”. Read that
section carefully.
Full Shareholder Name:
CSN:
Execution*
Holder/Director/Authorised Person Holder/Director/Authorised Person Holder/Authorised Person
Date:
• If a joint holding all holders must sign.
• If a company is signing, it must be signed on behalf of the company by a person duly authorised for that purpose.
• lf this Participation Notice is signed under a power of attorney, a certificate of non-revocation of power of attorney in the
usual form must also be submitted with this Participation Notice.
Participation in the Plan will commence on the first Election Date after receipt by Steel & Tube’s share registrar of your correctly
completed Participation Election. Your participation in the Plan will continue to apply until you vary or terminate it by written
notice in accordance with the terms and conditions of the Plan.
Contact Details: Please provide your contact details below
Contact name Mobile or Daytime telephone number
Instructions
How to complete this Participation Notice: Carefully read the Terms and Conditions contained in the Offer Document. In this
Participation Notice, where the context requires, a reference to “I” includes a reference to “we”. If you do not understand the
Terms and Conditions, this Participation Notice or if you have any questions about what to do in relation to the Plan, please
consult your broker, financial, investment or other professional advisor.
1 Participation
• Choose full participation or partial participation in the Plan by ticking the corresponding box.
• If you choose partial participation in the Plan, you must also state the percentage of your Shares that you wish to
participate in the Plan.
2 Certification
I confirm that I wish to apply for the Shares indicated in this Participation Notice to participate in the Plan, and agree that:
• By applying for participation in the Plan, I acknowledge that I have received the Offer Document containing the Terms
and Conditions dated 23 August 2024, and confirm that I have read this Participation Notice and the Offer Document in
their entirety. I irrevocably and unconditionally agree to the Terms and Conditions.
• If I am not applying through a New Zealand or Australia resident nominee, I certify that my registered address is in New
Zealand or Australia and I currently hold Shares.
• If I am applying through a New Zealand or Australia resident nominee, I represent and warrant to Steel & Tube that I can
lawfully participate in the Plan through my nominee and I currently hold Shares through my nominee.
3 Execution
You should sign this Participation Notice where indicated.
4 Contact Details
Fill in your daytime telephone number and contact name, as we may need to contact you, for example, if you have not filled
in this Participation Notice correctly.
Once complete, you should post your Participation Notice to Steel & Tube’s share registrar at the following address:
Computershare Investor Services Limited, Private Bag 92119, Victoria Street West, Auckland 1142.
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Steel & Tube Holdings Limited
PO Box 58880, Botany
Auckland 2163, New Zealand
P +64 4 570 5000
F +64 4 570 2453
www.steelandtube.co.nz
26 August 2024
Dear Shareholder
Steel & Tube Dividend Reinvestment Plan
The board of directors of Steel & Tube Holdings Limited (Steel & Tube) has approved adoption of a
dividend reinvestment plan (the Plan). The Plan 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 Steel & Tube without paying any brokerage fee.
From time to time the share price may be subject to a discount set by the board. 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.steelandtube.co.nz/investor/dividends.
If you wish to participate in the Plan please visit www.investorcentre.com/nz to update your
reinvestment options in the “My Profile” page or complete and return the enclosed Participation
Notice.
To participate in the Plan for the FY24 dividend, make sure your completed Participation Form, or
online election is received by our registrar, Computershare Investor Services Ltd by 5.00pm on
Monday 9 September 2024.
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
Susan Paterson
Chair
Steel & Tube Holdings Limited
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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