Dividend Reinvestment Plan Offer Document.

Transcription

1 Dividend Reinvestment Plan Offer Document. May 2015

2 Contents Summary Introduction The Offer Method of Participation Additional Share Entitlement Compliance with Laws, Listing Rules and Constitution Operation of the Plan Statements to Shareholders Termination, Suspension and Modification Reduction or Termination of Participation Where no Notice Given Tax Costs NZX Listing Governing Law Other Information

3 Summary of Key Features The Plan provides ordinary Shareholders with the option to apply all or a specified part of any cash dividends payable to that person in subscribing for fully paid ordinary shares. Participation in the Plan is optional. All Shareholders holding ordinary shares are eligible to participate in the Plan. Normal cash dividend payments will be made in respect of ordinary shares not participating in the Plan. The Shares issued under the Plan will be issued at a 3% discount to the volume weighted average share price calculated on all sales of Shares which take place through NZX on the first five trading days on which the Shares trade ex-entitlement. Shares Rank Equally The Shares issued under the Plan rank equally with existing ordinary shares. What you are required to do To participate in the Plan you must: Complete the Participation Notice enclosed with this document. You may participate in regard to some or all of the ordinary shares you hold. Send the completed Participation Notice to the Company s Share Registrar: Kingfish Limited Share Registrar, Computershare Investor Services Limited, Level 2, 15 Hurstmere Road, Takapuna, Private Bag 211, Auckland 1142

4 2 1 Introduction This document (the Offer Document) contains the terms and conditions (Terms and Conditions) of an offer of fully paid ordinary shares to be issued by Kingfish Limited (Kingfish) pursuant to a Dividend Reinvestment Plan (the Plan). Under the Plan, Kingfish will offer investors the opportunity to reinvest dividends and other pro-rata distributions in Kingfish ordinary shares and thereby increase their investment in Kingfish. The Board proposes to issue new Shares under the Plan, or Shares acquired from the market, at a 3% discount to the volume weighted average share price calculated on all sales of Shares which take place through NZX on the first five trading days on which the Shares trade ex-entitlement. The holders of ordinary shares in Kingfish (Shareholders) may elect to forgo their right to dividends or pro-rata distributions on all or any of their fully paid ordinary shares in Kingfish (Shares) and receive fully paid ordinary shares in Kingfish (Additional Shares) instead. This Offer Document sets out the Terms and Conditions of the Plan as approved by the Board of Directors of Kingfish (the Board). This Offer Document has been prepared as at May The Offer Offer to all Shareholders Subject to clauses 2.3 and 2.4, Kingfish offers to all Shareholders the right to elect to participate in the Plan. 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. (b) Partial Participation If you elect partial participation, only the number of Shares nominated by you will be eligible for participation in the Plan. (c) Non-Participation If you do not wish to participate and you wish to receive dividends or distributions in cash, you are not required to do anything.

5 Ability to Exclude Overseas Shareholders from the Plan The Plan is not capable of acceptance by persons in any jurisdiction where it would be unlawful to do so. Any Shareholder electing to participate in the Plan is deemed to represent that he, she or it is not in a jurisdiction which does not permit the making to him, her or it of an offer of the kind described in the Plan, and is not acting for the account or benefi t of a person within such a jurisdiction. The Board may, in its absolute discretion, elect not to offer participation under the Plan to Shareholders whose address is outside New Zealand if the Board considers that to do so would risk breaching the laws of jurisdictions outside New Zealand, and it would be unduly onerous to ensure that the laws of those jurisdictions are complied with. Exclusion where Liens or Charges over Shares Any Shares over which Kingfish has a lien or charge in accordance with Kingfish s Constitution or other requirements of law will not be eligible to participate in the Plan Method of Participation Participation Notice To participate in the Plan a Shareholder must: (a) complete the Participation Notice which accompanies this Offer Document (the Participation Notice) in accordance with the instructions on that notice; and (b) forward the completed Participation Notice to: Kingfish Limited Share Registrar Computershare Investor Services Limited Level 2 15 Hurstmere Road Takapuna Private Bag 211 AUCKLAND 1142 Or such other person or address as Kingfish may determine. 3.2 Participation Effective for First Record Date The record date is 5.00pm on the date fixed by the Board for determining entitlements to a dividend or other distribution (the Record Date). Participation will be effective as to dividends or pro-rata distributions payable in relation to the first Record Date after receipt by Kingfish of a properly completed Participation Notice.

6 Additional Share Entitlement General The number of Additional Shares to be issued to a Shareholder who has elected to participate in the Plan will be: (a) based on the net amount of the dividend or pro-rata distribution the Shareholder would otherwise have received; and (b) calculated on the basis that the issue price of the Additional Shares will be a set percentage of the market price of Shares, as determined in accordance with the formula set out in clause 4.2, where such percentage of the market price is determined from time to time by the Board in its absolute discretion. As at the date of this Offer Document, the percentage is 7 per cent. 4.2 Formula for Calculation of Number of Additional Shares The number of Additional Shares to be issued to a Shareholder who has elected to participate in the Plan will be calculated in accordance with the following formula: N = (S x D) + B C x E Where: N is the number of Additional Shares which will be acquired by a Shareholder. S is the number of Shares in respect of which an election to participate in the Plan has been made by the Shareholder. D is the amount of the dividend or pro-rata distribution (expressed in cents and fractions of cents and after deduction of any amounts of resident withholding, or other, taxes, if any, payable by Kingfish in respect of the dividend or pro-rata distribution) payable per Share which would otherwise have been payable to a Shareholder if the Shareholder had not elected to participate in the Plan. B is the amount held to the order of the Shareholder under the Plan in accordance with clause 4.3 below as a result of rounding the number of Additional Shares to be issued to the Shareholder when the Plan last operated. C is the volume weighted average sale price for a Share (expressed in cents and fractions of cents) calculated on all sales of Shares which take place through NZX on the first five trading days on which the Shares trade ex- entitlement for the relevant dividend or distribution.

7 5 5 If no sales of Shares occurred during the first five trading days that the Shares trade ex- entitlement then the average sale price shall be deemed to be the first sale price for a Share which took place through NZX following the five day trading period as determined by NZX. Any weighted average sale price so determined may be reasonably adjusted by the Board to allow for any bonus or dividend or other distribution expectation. If, in the opinion of the Board, any exceptional or unusual circumstances have artificially affected the weighted average sale price so determined, the Board may make such adjustment to that sale price as it considers reasonable. E is the percentage determined by the Board from time to time, in its absolute discretion. As at the date of this Offer Document the percentage is 7 per cent. 4.3 Fractional Entitlements Where the number calculated in accordance with the formula in clause 4.2 includes a fraction then the number of Additional Shares to be issued shall be rounded down to the nearest whole number. Any net amount of the dividend or distribution as described in the definition of D plus the amount B in clause 4.2 above which is not applied to acquire part of an Additional Share because of this clause 4.3 shall be held to the order of the Shareholder and be applied under the Plan on the Shareholder s behalf the next time the Plan operates. Should a Shareholder: terminate his or her participation in the Plan under clause 7.3; or cease to be a Shareholder; any amount of NZ$2.00 or more which at the time is held to the order of the 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 to the order of the Shareholder will be forfeited. 4.4 Share Price Information Publicly Available Kingfish will ensure that at the time the price for the Additional Shares is set under clause 4.2 Kingfish 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 Additional Shares if the information were publicly available.

8 Compliance with Laws, Listing Rules and Constitution The Plan will not operate to the extent that the allotment of Additional Shares would breach any applicable law, the NZX Main Board Listing Rules or any provision of Kingfish s constitution. If, for any reason, Kingfish cannot allot any Additional Shares, the relevant dividend on each Shareholder s Shares will be paid or distributed to that Shareholder in the same manner as to non-participating Shareholders. Shareholders will not be paid interest on any such payment. The Plan is subject to the NZX Main Board 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 with the Plan, the Rules will apply Operation of the Plan Issue of Additional Shares The Board will issue on the day that a Shareholder who has elected to participate in the Plan would otherwise have been paid a dividend or distribution, the Additional Shares to that Shareholder in accordance with clause 4. Terms and Conditions of Issue and Ranking of Additional Shares Additional Shares issued to Shareholders under the Plan will be issued on the Terms and Conditions set out in this Plan and, subject to the rights of termination, suspension and modification set out in clause 7, will not be issued on any other Terms and Conditions and will all be subject to the same rights as each other. The Additional Shares issued to Shareholders under the Plan will, from the date of issue, rank equally in all respects with each other and with all other Shares of Kingfish on issue as at that date. Statements to Shareholders

9 Statements to Shareholders Statements on Dividend Date Subject to clauses 2.3 and 2.4, Kingfish will send to each Shareholder who has elected to participate in the Plan, on each dividend or distribution payment date, a statement detailing in respect of that Shareholder: the number of Shares of the Shareholder as at the relevant Record Date; the amount of the cash dividend used to subscribe for Additional Shares and the amount of dividend paid in cash for Shares not nominated for participation in the Plan (if applicable); the amount of any taxation deduction; the number of Additional Shares issued to the Shareholder under the Plan, the issue price of those Additional Shares and the percentage determined by the Board under clause 4.1(b) (if different from 7 percent); the amount held to the order of the Shareholder under clause 4.3; and advice as to the amount of any imputation or other taxation credits Termination, Suspension and Modification Termination or Modification by Kingfish The Board may at any time and from time to time in its sole discretion: terminate or modify the Plan. If the Plan is modified, then a Participation Notice will be deemed to be a Participation Notice under the Plan as modified unless that Participation Notice is withdrawn by the Shareholder; or suspend the operation of the Plan so that it will not apply to the whole or part of any dividends or distributions; or resolve that participation will not apply to the whole or part of any dividend and that the dividend or the balance of the dividend (as the case may be) will be paid in cash; or resolve that the price at which Additional Shares are to be issued shall be at no discount to the market price, or shall be at a different discount to the market price than is then applied; or

10 88 resolve that in the event of the subdivision, consolidation or reclassification of the Shares into one or more new classes of shares, that a Participation Notice will be deemed to be a Participation Notice in respect of the shares as subdivided, consolidated or reclassified unless such Participation Notice is subsequently changed or withdrawn by the participating Shareholder; or resolve that a Participation Notice will cease to be of any effect Prior Notice Notice of any modification or termination of the plan by the Board will be given to all Shareholders participating in the Plan. Variation or Termination by a Participating Shareholder A Shareholder may, at any time: increase or decrease the number of their Shares which are participating in the Plan by completing and sending a new Participation Notice to Kingfish; or terminate their participation in the Plan by written notice to that effect to Kingfish Variation or Termination Effective A variation or termination under clause 7.3 will take effect immediately upon receipt by Kingfish of the new Participation Notice or the written termination notice, as the case may be. Death of Participating Shareholder If a Shareholder participating in the Plan dies, participation by that Shareholder in the Plan will be terminated by Kingfish upon receipt by Kingfish of a notice of death in a form acceptable to Kingfish. Death of one of two or more joint Shareholders will not automatically terminate participation. Reduction or Termination of Participation Where no

11 8.5 Death of Participating Shareholder If a Shareholder participating in the Plan dies, participation by that Shareholder in the Plan will be terminated by Kingfish upon receipt by Kingfish of a notice of death in a form acceptable to Kingfish. Death of one of two or more joint Shareholders will not automatically terminate participation Reduction Taxation or Termination of Participation Where no Notice Given The statements below in relation to taxation are based on current New Zealand taxation The The statements statements below below in in relation relation to to taxation taxation are are based based on on current current New New Zealand Zealand taxation laws at the date of this document. Shareholders should seek independent advice taxation if they Dispositions laws laws at at the the date date where of of this this document. document. Partial Participation Shareholders should seek independent advice if they have any queries regarding the tax treatment of the distribution. Where have any New Zealand a Shareholder queries regarding Shareholders who is the participating tax treatment in the of Plan the distribution. in respect of some but not all of New Zealand Shareholders their Additional Shares Shares disposes issued of some to New of Zealand their Shares Shareholders then, unless will the be taxable Shareholder to the notifies Shareholder Additional The dividend Shares amount issued should to New equal Zealand the amount Shareholders of cash foregone will be taxable under to the the Plan. Shareholder For Kingfish The as dividend dividend otherwise amount at their in respective should writing: equal marginal the amount tax rates. of cash Where foregone the Additional under the Shares Plan. For issued as income a dividend tax purposes at their respective this amount marginal is separated tax rates. into Where an amount the Additional which is fully Shares imputed issued and income Taxation by Kingfish tax purposes carry imputation this amount credits, is separated the resident into withholding an amount tax which liability is fully will imputed be reduced and by an the Kingfish excluded Shareholder carry dividend imputation will amount. be deemed credits, The excluded to the have resident disposed dividend withholding of amount Shares tax is which not liability taxable. are will not The be reduced treatment an by The excluded the statements amount dividend of below amount. imputation in relation The credits. excluded taxation dividend are based amount current is not New taxable. Zealand The treatment taxation by The of participating the statements fully amount imputed of in below the dividend imputation Plan in relation if the amount total credits. taxation number is as follows: are of based non-participating current Shares New Zealand held by taxation them is of laws the fully the imputed date of this dividend document. amount is as follows: laws Non-Resident greater the than date the of Shareholders this number document. of Shares being disposed of by them; and Non-Resident Shareholders Additional Shares issued to non-resident Shareholders which have full imputation credits New New Shareholders Additional if the Zealand Zealand number Shares Resident Resident Shareholders of issued Shares to disposed Individuals Individuals non-resident of is and and Shareholders greater Trustees Trustees than the which number have of full their imputation Shareholder s credits For attached Additional to Shares them will issued be subject to New to Zealand non-resident Shareholders withholding will be tax taxable at the rate the of Shareholder zero For attached Additional Shares shareholders shareholders to which Shares them are who who will issued not are be are participating natural persons subject to natural New to Zealand persons non-resident in the or (other Shareholders (other Plan, trustees, than than withholding they trustees), trustees), will fully will be imputed be tax deemed fully dividends imputed taxable fully at the imputed to rate have dividends are, the of Shareholder dividends zero disposed prima Taxation per as cent. dividend To the at their extent respective Additional marginal issued tax rates. to non-resident Where the Additional Shareholders Shares issued not per as facie, are, are, of cent. prima a prima dividend all not of To subject facie, their facie, at non-participating extent not their to tax. subject respective Additional However, to tax. not subject to tax. marginal Shares, these However, However, and issued tax shareholders rates. these these to balance, non-resident shareholders Where may shareholders if the elect any, Additional Shareholders will to may may be elect taxed elect attributed to Shares on be dividends not taxed to be issued taxed to on on fully The by Kingfish statements imputed, carry non-resident below imputation in relation withholding credits, to taxation the resident will are be based withholding deducted on current at tax liability New rate Zealand of will 15% be or taxation reduced 30% fully The by to dividends the dividends Shares Kingfish statements imputed, extent to participating to carry the that non-resident below extent imputation they are the extent in that that the relation fully withholding they they credits, Plan. imputed are to taxation the fully resident and imputed will are receive be based withholding deducted and the receive on benefit current at tax the of liability New benefit the rate attached Zealand of will 15% of be the or reduced imputation taxation attached are fully imputed and receive the benefit of the attached 30% (depending laws by the the amount date on where of of the this imputation the document. Shareholder credits. is resident). (depending laws by credits imputation the amount by the recording credits date on where of of the by this the imputation recording the document. relevant Shareholder the amounts credits. relevant is resident). in amounts their tax returns. in their tax It would returns. only It would generally only be Partial imputation Dispositions credits by recording where Full the relevant Participation amounts in their tax returns. It would only beneficial generally New Non-Resident Zealand be for beneficial shareholders for shareholders on a marginal on tax a rate marginal 1.5% lower marginal tax than rate 28% tax lower rate to than elect to elect 33% to do to to this do elect this to to If generally New Non-Resident a Shareholder Zealand be beneficial with Additional Shares Shareholders full for participation shareholders disposes on 1.5% of part marginal of its holding tax rate of to Shares elect to without do this to utilise to do this their to lower utilise tax issued their rate. lower to The New non-resident tax excess Zealand rate. credits The excess that arise credits which will may that be be have taxable arise able full may to to imputation be the be utilised able Shareholder to credits against be giving utilise Costs Additional Kingfish their tax Shares lower written tax issued rate. notice to The New non-resident terminating excess Zealand credits Shareholders the Shareholder s that arise which will may be participation be have taxable able full to to imputation be in the utilised the Shareholder Plan, credits against against utilised as attached on dividend other tax against to on them income. at other tax their respective marginal tax rates. Where the Additional Shares issued There are no charges will on income. be other subject income. the tax as a dividend at their respective for participation marginal to non-resident or withdrawal tax rates. withholding Where from the the tax Plan. Additional at the rate No brokerage Shares of zero attached on Shareholder other to them income. will will be be deemed subject to have non-resident terminated withholding their participation tax at the in rate the of Plan zero issued with costs respect There by Kingfish carry imputation credits, the resident withholding tax liability will be reduced per cent. are To no the charges extent for Additional participation Shares or withdrawal issued to non-resident from the Plan. Shareholders No brokerage are costs by not per will Kingfish cent. be incurred to To the carry the Shares on extent imputation the disposed issue Additional credits, of Additional of Shares by the them resident issued Shares. from to the withholding non-resident date Kingfish tax Shareholders liability registers will a be transfer are reduced not of will by fully the be imputed, incurred amount non-resident of the imputation issue withholding of Additional credits. tax Shares. New New will be deducted by the amount of the imputation credits. at the rate of 15% or 30% fully imputed, Zealand Zealand non-resident Resident Resident withholding Companies Companies tax and and will other other be deducted entities entities those Shares. at the rate of 15% or 30% New (depending Zealand on resident where the companies Shareholder and other is resident). entities are required to include in their tax New (depending Non-Resident Non-Resident Zealand resident where Shareholders the companies Shareholder and other is resident). entities are required to include in their tax Dispositions return the fully of imputed Shareholders All of distribution Shares and the imputation credit. return Stock Additional the Exchange fully Shares imputed issued distribution Listing to non-resident and the Shareholders imputation which credit. If have full imputation credits Additional a Shareholder Shares disposes issued to of non-resident all of their holding Shareholders of Shares which without have giving full imputation Kingfish written credits notice The attached Additional to them Shares will be which subject may to be non-resident issued under withholding the Plan have tax at been the accepted rate of zero for listing The attached Costs Additional to them Shares will be which subject may to be non-resident issued under withholding the Plan have tax at been the accepted rate of zero for listing Non-resident Non-resident terminating by per New cent. Zealand To the Shareholders Shareholders their participation in the Plan, the Shareholder will be deemed to have extent Exchange Additional Limited Shares and will issued be quoted to non-resident issue of Shareholders the Additional are Shares. not by per For There New cent. non-resident terminated are Zealand To the charges extent Exchange participation shareholders, for Additional participation Limited in the the Shares fully and Plan or will imputed from withdrawal issued be the quoted to dividend date non-resident from Kingfish issue the subject Plan. of registers Shareholders the No to Additional non-resident brokerage a transfer are Shares. costs not of withholding those For There fully non-resident imputed, are charges non-resident shareholders, for participation withholding the fully or imputed tax withdrawal will be dividend deducted from the is subject at Plan. the No rate to non-resident brokerage of 15% or costs 30% with- fully withholding will be incurred issue of Additional Shares. imputed, Shares. (depending tax at tax non-resident on the at where rate the rate the of 15%. of withholding 15%. Shareholder This This should tax should is resident). be will effectively be effectively deducted reduced at reduced the to rate 0% to of if 0% 15% supplemen- if a or 30% holding will be incurred on the issue of Additional Shares. (depending tax at dividend on the is where rate paid. Governing Law the of 15%. Shareholder This should is resident). be effectively reduced to 0% if a supplementary dividend is supplementary dividend is paid. paid. Stock Exchange Listing The Offer Document and the Plan, and its operation, will be governed by the laws The Offer Document and the Plan, and its operation, will be governed by the laws Costs of New Zealand. of The New Additional Zealand. Shares which may be issued under the Plan have been accepted for listing There Additional are no charges Shares for which participation may be issued or withdrawal under the from Plan the have Plan. been No accepted brokerage for costs listing There by New are Zealand no charges Exchange for participation Limited and or will withdrawal be quoted from on the issue Plan. of the No Additional brokerage Shares. costs by will New be incurred Zealand on Exchange the issue Limited of Additional and will Shares. be quoted on issue of the Additional Shares. will be incurred on the issue of Additional Shares. Stock Governing Exchange Law Listing The Offer Document and the Plan, and its operation, will be governed by the laws The Offer Additional Document Shares and which the may Plan, be and issued its operation, under the will Plan be have governed been by accepted the laws for listing The of New Additional Zealand. Shares which may be issued under the Plan have been accepted for listing of by New Zealand. Exchange Limited and will be quoted on issue of the Additional Shares. by New Zealand Exchange Limited and will be quoted on issue of the Additional Shares. Governing Law The Offer Document and the Plan, and its operation, will be governed by the laws The Offer Document and the Plan, and its operation, will be governed by the laws of New Zealand. of New Zealand.

12 10 10 Tax The statements below in relation to taxation are based on current New Zealand taxation laws at the date of this document. Shareholders should seek independent advice if they have any queries regarding the tax treatment of the distribution. The dividend amount should equal the amount of cash foregone under the Plan. For income tax purposes this amount is separated into an amount which is fully imputed and an excluded dividend amount. The excluded dividend amount is not taxable. The treatment of the fully imputed dividend amount is as follows: 10.1 New Zealand Resident Individuals and Trustees For shareholders who are natural persons or (other trustees, than trustees), fully imputed fully dividends imputed dividends are, prima facie, not subject to tax. However, these shareholders may elect to be taxed on dividends to the extent that they are fully imputed and receive the benefit of the attached imputation credits by recording the relevant amounts in their tax returns. It would only generally be beneficial for shareholders on a marginal tax rate lower than 28% to elect to do this to utilise their lower tax rate. The excess credits that arise may be able to be utilised against tax on other income New Zealand Resident Companies and other entities New Zealand resident companies and other entities are required to include in their tax return the fully imputed distribution and the imputation credit Non-resident Shareholders For non-resident shareholders, holding the fully less imputed than a dividend 10% direct is subject voting to interest non-resident in the Company, the fully imputed dividend is subject to non-resident withholding tax at the rate of 15%. This should be effectively reduced to 0% if a supplementary dividend is paid. Costs There are no charges for participation or withdrawal from the Plan. No brokerage costs will be incurred on the issue of Additional Shares.

13 NZX Listing The Additional Shares which may be issued under the Plan have been accepted for listing by New Zealand Exchange Limited and will be quoted on issue of the Additional Shares. 13 Governing Law This Offer Document and the Plan, and its operation, will be governed by the laws of New Zealand Other Information Annual Report A copy of Kingfish s most recent Annual Report is available to Shareholders free of charge by writing to: Kingfish Limited Level 1 Crown Centre Hurstmere Road Private Bag 3502 Auckland 0740 or enquire@kingfish.co.nz or visit our website at Audited Financial Statements A copy of Kingfish s most recent Financial Statements (including the Auditor's Report on those Financia Statements) is available to Shareholders free of charge by writing to: Kingfish Limited Level 1 Crown Centre Hurstmere Road Private Bag 3502 Auckland 0740 or enquire@kingfish.co.nz or visit our website at

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