Bunzl plc International Sharesave Plan Explanatory Guide for Canadian Employees March 2014

Transcription

1 Bunzl plc International Sharesave Plan Explanatory Guide for Canadian Employees March 2014 Page 1 of 6

2 International Sharesave Plan The Bunzl International Sharesave Plan ( the Plan ) gives you the opportunity to save with a savings provider of your choice for a fixed three year period in order to qualify to buy shares in Bunzl plc ( the Company ) in the future at a discounted price set before you start saving. The price (in sterling) that you can buy the shares for is fixed at a discounted amount before you start saving. The discount will be 20% of Bunzl s share price at a date shortly before you are invited to join the Plan. If you wish to participate in the Plan under the 2014 invitation, each month your payroll will deduct from your net pay your chosen savings amount and will remit it to an account in your own name with a bank or savings institution of your choice. At the end of the three year savings period, you will be asked to decide whether or not you wish to buy the shares held under option i.e. exercise your option. The amount which you will have to pay for your shares, (the option cost), will be the number of shares under option multiplied by the relevant exercise price (as stated in the option certificate). You will need to provide evidence that you have retained the 36 monthly payments of your chosen savings amount in your designated savings account. You will be given the choice of buying the shares under the option at a time of your selection during a six month period at the end of the three year savings period. You do not have to make this choice now. You will be sent further and more detailed information and will be asked to make a decision much nearer the relevant time. Due to the complications which can arise when foreign exchange rates move during the savings period, rather than use your dollar savings to fund the option cost in sterling, a deferred finance facility (the Facility ) has been arranged with the Company s stockbroker. The Facility enables the option cost to be funded by the immediate sale of some of the shares. The choices currently available at the end of the three years are: 1. to exercise and sell all of the shares held under option. Part of the proceeds of the sale will be remitted to the Company to fund the option cost and the net gain will be returned to you by our brokers. After the three year savings period you may also choose to withdraw your savings and any interest from your chosen savings provider or leave your funds in your account; 2. to exercise and sell sufficient of the shares held under option in order to pay the option cost to the Company. This will be sent to the Company by the brokers operating the Facility and a share certificate will be issued to you for the balance of the shares which have not been sold. After the three year savings period, you may also choose to withdraw your savings and any interest from your chosen savings provider or leave the funds in your account; or 3. in situations where the option cost is higher than the market price of Bunzl shares, you need not exercise the option and you may choose to withdraw your savings and any interest earned from your chosen savings provider or leave the funds in your account. More information about the choices available will be given to you before the end of the three year savings period. However, please do not hesitate to contact your local Plan Manager if you require further information in the meantime. It is currently expected that an offer to join or to increase your participation in the Plan will be made each year. To be eligible to join the Plan, you must have been a permanent employee and have had at least 3 months continuous service with your employer at the date when the option is granted. Page 2 of 6

3 What are the benefits of the Plan? You will get the following benefits from the Plan: an opportunity, without obligation, to buy Bunzl shares in three years time based on a discounted share price fixed at the outset; and you are not locked into the Plan you can stop saving into your savings account at any time and notify your Plan manager to stop remitting the regular monthly payments into your savings account. Your option to purchase shares at the option price will then lapse. How do you join the Plan? Step 1 Decide how much you want to save each calendar month. Please remember that for this invitation there is an overall monthly savings limit. Please refer to the invitation letter and application form enclosed with this booklet for the relevant minimum and maximum monthly savings amounts. If you are already taking part in the Plan, your existing monthly savings will be taken into account. Choose an amount that you can afford to save because you cannot change this amount later. Step 2 Complete the application form enclosed with this pack and return it to your Plan Manager by the date shown in your invitation letter. Shortly after your option has been granted, you will be sent an option statement showing the maximum number of shares you can buy at the end of the three years. How many shares will you be able to buy in three years time? This depends on: the amount you save each month; the UK sterling discounted option price that has been set for the offer; and the UK sterling/canadian $ exchange rate that has been set for this offer. To perform the calculation: (1) multiply the amount you wish to save each month by 36 (the number of monthly payments that you will be required to make); (2) divide this by the number of Dollars equivalent to UK 1 (stated in your invitation letter); (3) divide the result by the fixed UK sterling option price (stated in your invitation letter); and (4) round down to the nearest whole number of shares. Page 3 of 6

4 Here are two examples: You wish to save $115 every month You wish to save $300 every month (1) $115 x 36 = $4,140 (1) $300 x 36 = $10,800 (2) Divide by exchange rate ($1.78 in example) (3) Divide by option price ( in this example) = 2, (2) Divide by exchange rate ($1.78 in example) = 207 shares (3) Divide by option price ( in this example) = 6, = 541 shares The option will be over 207 Bunzl shares at an option price of per share. The option will be over 541 Bunzl shares at an option price of per share. Assuming an exchange rate of UK 1 = $1.78 when the assumed discounted option price of UK is set Please remember that the option price and exchange rate stated in your invitation letter will be used in place of the assumed figures. Page 4 of 6

5 Some common questions The savings agreement How much can I save? You can save any amount you choose provided that it is not less than the minimum amount shown in the invitation letter and application form. You also cannot save more than the maximum amount shown in the invitation letter and application form taking into account this application and any other monthly savings which you are currently making under the Plan. How do I make the savings? You will need to make your own personal savings arrangements for the monthly amount you wish to contribute. The details of your savings account will need to be provided on the enclosed application form in order that payroll can send your chosen monthly amount direct from your after tax salary. Evidence that you have kept your accumulated savings will be required before you can buy Bunzl shares at the fixed option price after the three year savings period. Can I change my payments? Once you have entered into your savings agreement with the Company, you cannot pay more or less than the agreed amount for the relevant invitation cycle. You may be able to enter into more savings agreements if we offer them in future years, subject to the overall aggregate maximum savings limit referred to in the invitation letter. What if I want to stop my savings? You can stop your savings at any time and withdraw your accumulated savings and any interest earned. However, you will lose the right to buy the shares. If you wish to stop saving under your agreement, you should notify your Plan Manager that you would like them to stop your monthly savings deductions. The share option How will I know how many shares I can buy at the end of the savings period? Shortly after the options are granted, we will send you an option certificate. This will show: how much you have agreed to save; the maximum number of shares that you can buy at the end of the three years; and the option price for each share. We will work out the number of shares in the manner described on the previous page. There is an annual limit on the number of shares available for the Plan. So, occasionally, you may not receive an option over all the shares you want. If this is the case, the number of shares and the amount of money you want to save will have to be reduced on a fair basis for all employees who have completed an application form. What if I miss a payment? If you cannot make a payment because of sickness or some other reason, this will reduce the total amount of your savings at the end of the three year period and it may, depending upon the effect of exchange rate movements, reduce the number of shares over which you may exercise your option. In these circumstances, you may, if you wish, top up your savings account with additional funds. However, you should note that if you miss more than six monthly payments into your chosen savings account during the savings period, you will lose your right to buy the shares. How do I buy the shares? You will need to complete a notice of exercise. We will give you more details about the procedure, together with a notice of exercise, when your option becomes exercisable. What shareholder rights will I have? If you choose to keep any shares once your option is exercised, you will have all the rights associated with being a shareholder for the time you keep such shares (including voting rights and a right to dividends). The shares received may be either newly issued shares or existing shares purchased by Bunzl. Can I immediately sell the shares if I buy them? Yes. Once you have bought the shares, you can keep them, sell them or transfer them to another person, subject to any dealing restrictions to which you may be subject at that time. What happens if there is a change in the Company, for example, a take-over or reorganisation? The Plan rules will protect your rights. If something like this happens, we will give you relevant details at that time. What tax will I pay? Please see the separate Tax Summary enclosed with this guide. Page 5 of 6

6 Leaving the Plan early What happens if I leave before the savings contract is due to end? If you leave the Bunzl Group, you normally lose your option to buy shares. However you can buy the shares if you leave because: you are injured; you are disabled; you are made redundant; you retire with agreement of your employer; or the business employing you or the company for which you work is sold out of the Bunzl Group. The number of shares that you will be able to buy will depend on the amount of your monthly savings and the date of your leaving. You will be able to buy the shares during the six months after your leaving date. If you choose not to buy the shares, you can withdraw your savings and any interest earned on them from your account at any time or leave the funds in your account. If any of the circumstances were applicable, your Plan Manager would arrange for further information to be provided to you. What happens if I die? Whoever you choose to look after your estate can buy the shares for the person or persons named in your will. The number of shares that will be available will depend on the amount of your monthly savings and the date of your death. Your representative will have 12 months from the date of your death during which they can buy the shares. If they decide not to buy the shares, the savings and any interest earned will go to your beneficiaries, as part of your estate. Important Note This leaflet contains a brief explanation of the rules of the Bunzl International Sharesave Plan but does not override those rules which are the legal document governing your participation. In the event of any conflict between this leaflet and the rules, the rules will take precedence. You can get a copy of the rules from your local Plan Manager. Your rights will be governed by English law. Please note that your rights and obligations under the terms of your office or employment with Bunzl will not be affected by your participation in this Plan or any right which you may have to participate in it and participation in the Plan does not confer on you additional rights under your contract of employment and does not constitute part of your remuneration. The offer of options under the Plan is discretionary and the Plan may be withdrawn without notice and without prejudice to existing options. Further information Further information can be obtained, in the first instance, from your local Plan Manager whose details will be available from your employing company. Further information on Bunzl plc can be obtained from the Company s website Investment Advice No financial product advice is provided in the documentation relating to the Plan and nothing in the documentation should be taken to constitute a recommendation or statement of opinion that is intended to influence you in making a decision to participate in the Plan. The documentation does not take into account the objectives, financial situation or needs of any particular person. Before acting on the information contained in the documentation, or making a decision to participate in the Plan, employees should seek professional advice as to whether participation in the Plan is appropriate in light of their own circumstances. Page 6 of 6