Steel & Tube Holdings Limited logo

Steel & Tube - Dividend Reinvestment Plan

Dividend25 August 2024STUMaterials

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

---

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

---

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.

---

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.

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.