EMPLOYEE SHARE SCHEME PROSPECTUS

Transcription

1 EMPLOYEE SHARE SCHEME PROSPECTUS Dated 26 August 2015

2 This Prospectus FULTON HOGAN LIMITED EMPLOYEE SHARE SCHEME PROSPECTUS This is a Prospectus in respect of the offer of fully paid ordinary shares ( Shares ) in Fulton Hogan Limited ( Fulton Hogan ) under Fulton Hogan s Employee Share Scheme ( Scheme ) for the purposes of the Securities Act 1978 ( Securities Act ). A copy of this Prospectus, duly signed by or on behalf of the Directors of Fulton Hogan, has been delivered to the Registrar of Financial Service Providers for registration under the Securities Act. Statutory Index For the purposes of Regulation 16 of the Securities Regulations 2009 ( Securities Regulations ), matters required to be disclosed in this Prospectus in accordance with Schedule 1 to the Securities Regulations, as modified by the Securities Act (Fulton Hogan Limited) Exemption Notice 2013 ( Exemption Notice ), are contained on the following pages: 1 Main terms of offer. 4 2 Name and address of offeror 15 3 Details of incorporation of issuer Other terms of offer and securities Places of inspection of documents 17 Date This Prospectus is dated 26 August Investment Statement Page Further information in relation to the Scheme is contained in the Investment Statement. You should read this Prospectus and the Investment Statement in full before making a decision to invest in Shares under the Scheme. A copy of the Investment Statement may be obtained free of charge from Fulton Hogan s Company Secretary. Fulton Hogan s Company Secretary can be contacted at: 11 Main Road Fairfield Otago 9018 New Zealand Private Bag 1962 Dunedin 9054 New Zealand Telephone: +64 (03) Facsimile: +64 (03) kevin.soper@fultonhogan.com Overseas investors The Scheme is offered only to employees or officers of Fulton Hogan or its subsidiaries ( Fulton Hogan Group ) with an address in New Zealand or Australia ( Employees ) as selected by the Board of Directors of Fulton Hogan (the Board ) from time to time under the Scheme.

3 2 Employees who have an address in a different country or jurisdiction are not entitled to participate in the Scheme. Australian Employees Offers to participate in the Scheme are made to Employees in Australia in reliance on the mutual recognition regime in Chapter 8 of the Corporations Act 2001 (Australia) and the Corporations Regulations 2001 (Australia). If you are an Australian Employee, you should read the warning statements specific to you set out on page 21. No allotment during Financial Markets Authority consideration period No Shares will be allotted, and no application or subscription for Shares will be accepted, by Fulton Hogan during the period starting on the date that this Prospectus is registered with the Registrar of Financial Service Providers ( registration date ) and ending on the close of: the date that is 5 working days after the registration date; or a later date specified by the Financial Markets Authority by notice to Fulton Hogan (which must not be more than 10 working days after the registration date). Withdrawal Fulton Hogan reserves the right to withdraw the offer of Shares to you under the Scheme at any time. If this occurs, you will not be allotted Shares and any application moneys that you have paid at that date will be returned to you. No interest will be payable to you on any moneys returned. Legislation All New Zealand legislation referred to in this Prospectus may be viewed at Securities Act and Exemption Notice This Prospectus has been prepared in reliance on the Securities Act and the Exemption Notice. The Securities Act applies to the offer set out in this Prospectus. Under the Exemption Notice, the matters required to be disclosed by clauses 4 to 20, 22 to 24, and 26 to 28 of Schedule 1 of the Securities Regulations are not required to be disclosed in respect of the offer of Shares contained in this Prospectus. Further, under the Exemption Notice, the matters required to be disclosed by clause 21 of Schedule 1 of the Securities Regulations are not required to be disclosed, to the extent they relate to dates, time periods, and price terms relevant to a particular offer under the Scheme and information personal to the persons to whom an offer of Shares is made. Financial statements The Exemption Notice requires that a copy of the most recent audited consolidated financial statements of the Fulton Hogan Group are provided to you before you apply for Shares under this Prospectus. You should be aware that such financial statements reflect the financial position of the Fulton Hogan Group as at the date at which they are prepared and that the financial position of the Fulton Hogan Group may have changed since that date.

4 3 Defined terms Capitalised terms used in this Prospectus are defined in the Glossary on page 19 or in the section of this Prospectus where the term is first used. References to you A reference in this Prospectus to you means an Employee offered or holding Shares under the Scheme from time to time. Currency and time All references to $ or dollars in this Prospectus are references to New Zealand dollars. All references to dates and time are to dates and time in New Zealand. Tax References in this Prospectus to New Zealand taxation in respect of the Scheme are based on current legislation at the date of this Prospectus, are of a general nature only, and are not intended to be tax advice. Unless expressly stated otherwise, a reference to taxation is a reference to New Zealand taxation. If you are an Australian Employee, you should note that the taxation treatment of New Zealand securities and financial products is not the same as that for Australian securities and financial products. You should consult your own adviser for information and advice on New Zealand or Australian tax laws based on your own circumstances. No guarantee None of Fulton Hogan, its Directors, shareholders, employees or advisers, or any other person named in this Prospectus, guarantees the Shares or any return on the Shares offered under this Prospectus and the Investment Statement. Fulton Hogan provides no financial advice None of Fulton Hogan, its Directors, employees or advisers makes any recommendation, or gives any investment advice or financial product advice, in respect of the Shares. You should not rely on any information in respect of the Scheme other than information contained in this Prospectus, the Investment Statement or another communication authorised by the Directors. IMPORTANT NOTICES You should make your decision as to whether to invest in Shares based on your personal circumstances. Please read this Prospectus and the Investment Statement in respect of the Shares in full before making that decision. If you have any questions in respect of an investment in Shares, you should seek advice from your financial or legal adviser. No investment is without risk. Certain risks relevant to an investment in Shares are set out in the Investment Statement for the Shares under the heading What are my risks?.

5 4 STATUTORY INFORMATION 1. Main terms of offer The issuer of the Shares offered under this Prospectus is Fulton Hogan Limited, which has its registered office at: 11 Main Road Fairfield Otago 9018 New Zealand This Prospectus is for an offer of Shares in Fulton Hogan to certain Employees selected by the Board from time to time under the Scheme. The full terms of the Scheme are set out in this Prospectus and the Investment Statement. Initial Shares The Board may from time to time offer you the opportunity to participate in the Scheme and purchase Shares to a value of $10,000 ( Initial Shares ). The purchase price for the Initial Shares and any other Shares offered under this Prospectus will be determined by the Board from time to time (at any applicable time, the Prevailing Share Price ). In practice: The Board obtains an independent valuation report from an independent valuation expert twice a year. That report set out a value range for the Shares. In the absence of unusual circumstances, the Board determines, from time to time, the Prevailing Share Price to be a value within the value range set out in the most recent independent valuation report. In making this determination, the Board has regard to applicable circumstances at that time and its own view of the value of the Shares. There are two ways for you to pay for Initial Shares: You may take out an interest free loan from Fulton Hogan for 75% of the purchase price for the Initial Shares ( Employee Loan ), in which case you will also be entitled to the Company Contribution from Fulton Hogan referred to under the heading Company Contribution on page 6. You may pay the purchase price for your Initial Shares in cash in full on application for the Shares, less the Company Contribution referred to below under the heading Company Contribution on page 6. Further information regarding these two payment options is set out under the heading Payment Options on page 7. Your entitlement to Initial Shares will be determined as the number of Shares, at the then Prevailing Share Price, which is closest to an aggregate purchase price of $10,000. As a result, the actual aggregate purchase price for Initial Shares may differ slightly from $10,000, and the actual Company Contribution (after tax) may differ slightly from $2,500 (see the heading Company Contribution on page 6). This Prospectus, and the Investment Statement, should be interpreted accordingly. If Fulton Hogan offers you the opportunity to purchase Initial Shares, Fulton Hogan will provide you with an offer letter setting out:

6 5 the number of Initial Shares offered to you; the Prevailing Share Price for the Initial Shares offered to you and the total purchase price for those Shares; the amount of the Company Contribution; the amount of the Employee Loan offered to you, if you wish to pay for your Initial Shares by accepting that loan; and the amount payable by you, if you wish to pay for your Initial Shares in cash (less the Company Contribution). Top Up Shares In addition to the Initial Shares, the Board may from time to time also offer you further Shares under the Scheme ( Top Up Shares ), at the then Prevailing Share Price. The Board determines the basis of such selection from time to time. You can pay for Top Up Shares either by taking out an interest free loan from Fulton Hogan for 100% of the purchase price for the Top Up Shares (if one is offered to you by Fulton Hogan) ( Top Up Loan ) or in cash in full on application for the Top Up Shares. At the date of this Prospectus there is no Company Contribution made towards the purchase price for Top Up Shares. If Fulton Hogan offers you the opportunity to purchase Top Up Shares, Fulton Hogan will provide you with an offer letter setting out: the number of Top Up Shares offered to you; the Prevailing Share Price for the Top Up Shares offered to you and the total purchase price for those Shares; the amount of the Top Up Loan offered to you, if you wish to pay for your Top Up Shares by accepting that loan; the minimum weekly deduction that Fulton Hogan will deduct from your pay as a direct loan repayment of the Top Up Loan; and the amount payable by you, if you wish to pay for your Top Up Shares in cash. Board may offer Shares in lieu of bonus In addition to the offer of Initial Shares and Top Up Shares, the Board may from time to time offer you the opportunity to apply all or part of an after tax bonus payable or paid to you (after tax) to the purchase of Shares ( In Lieu of Bonus Shares ) at the then Prevailing Share Price. Your payment for In Lieu of Bonus Shares will be treated as, and will be deemed to be, the application of your bonus (after tax) to the purchase price for those In Lieu of Bonus Shares. At the date of this Prospectus, Fulton Hogan does not offer loans or make a Company Contribution to assist you to fund the purchase of In Lieu of Bonus Shares. If Fulton Hogan offers you the opportunity to purchase In Lieu of Bonus Shares, Fulton Hogan will provide you with an offer letter setting out:

7 6 the number of In Lieu of Bonus Shares offered to you; and the Prevailing Share Price for the In Lieu of Bonus Shares offered to you and the total purchase price for those Shares. Eligibility and rounding You must be an Employee at the time of the offer, to be eligible to accept an offer by Fulton Hogan to purchase Shares under the Scheme. If you accept the offer, but you cease to be an Employee prior to allotment of Shares to you, Fulton Hogan will not allot the relevant Shares to you, and Fulton Hogan will return any application moneys received, without interest. Allocations of Shares will be rounded up to the nearest whole number. Fulton Hogan has discretion to refuse your application for Shares as it sees fit. If your application is refused, any application funds received from you by Fulton Hogan will be returned to you without interest. Company Contribution Fulton Hogan will contribute 25% of the purchase price payable by you to purchase Initial Shares, this contribution is the Company Contribution. At the date of this Prospectus there is no Company Contribution made towards the purchase price for Top Up Shares or In Lieu of Bonus Shares. The dollar amount of the Company Contribution is established as a loan account in your name and is deemed to be advanced to you immediately prior to the allotment of Initial Shares to you. Fulton Hogan then pays 25% of the Company Contribution, by way of a credit to your loan account, in four annual instalments in May each year. The Company Contribution is treated as your taxable income and, therefore, Fulton Hogan s annual credit to your loan account is a net, after tax, amount. While the Company Contribution is paid annually, in practice, if it was assessed on a weekly basis, the Company Contribution amounts to a net weekly credit to your loan account of $12.02 (after tax). Fulton Hogan will deduct the tax on this amount on your behalf. The table set out below illustrates the total Company Contribution, and the annual 25% credit of that contribution, at different application levels. The maximum amount of the Company Contribution for applications for Initial Shares is $2,500 (subject to rounding), paid in four annual instalments of $625 each. NZ$ value of Initial Shares allotted to an Employee Total Company Contribution (after tax) Annual set contribution for four years (after tax) $10,000 $2,500 $ If you cease to be an Employee within the four year period after the allotment of Initial Shares to you, the Company Contribution will be clawed back (that is, it will be recovered from you) on the basis set out under the headings Implications of ceasing to be an Employee if you take out an Employee Loan or Top Up Loan (Option A) and Implications of ceasing to be an Employee if you pay for Shares in cash (Option B) on pages 8 and 9.

8 7 Payment Options Option A: Employee Loan or Top Up Loan Initial Shares You may elect to pay for your Initial Shares by way of an interest free loan from Fulton Hogan of $10,000. The loan will be advanced to you immediately prior to the allotment of Initial Shares to you. You must repay the Employee Loan (which represents 75% of the total loan). The balance is payable by Fulton Hogan by way of the Company Contribution as set out under the heading Company Contribution on page 6. Your repayment of the $10,000 loan will be at an effective minimum rate of $42.02 per week, as follows: Fulton Hogan will deduct an amount of at least $30 per week from your after tax pay as a direct repayment of the Employee Loan to Fulton Hogan. By applying for Initial Shares you agree to, and irrevocably authorise Fulton Hogan to make, this deduction (including pursuant to section 5 of the Wages Protection Act 1983). The remaining $12.02 per week will be contributed by Fulton Hogan, on the basis described under the heading Company Contribution on page 6. Notably, as set out under that heading, while $12.02 represents an effective weekly payment by Fulton Hogan towards the loan, the Company Contribution is in fact paid annually in advance in May. After tax dividends declared on your Initial Shares, including dividends declared on any Shares which are allotted to you by way of bonus issue, will be applied by Fulton Hogan towards your Employee Loan until your Employee Loan is repaid in full (after deduction for any withholding tax applicable in relation to dividends due to you). You can make lump sum repayments of your Employee Loan at any time at your discretion. Importantly, you may only use pay deductions, after tax dividends and lump sum repayments to reduce the Employee Loan (which represents 75% of the total loan). The remainder of the loan may only be repaid by way of the Company Contribution over the four year contribution period. Although the $10,000 loan is interest free, if you cease to be an Employee within the four year period after the date of allotment of Shares to you, you must pay interest on your loan account, as set out under the heading Implications of ceasing to be an Employee if you take out an Employee Loan or Top Up Loan (Option A) on page 8. Typically, the $10,000 loan will be repaid over a four year period. The actual repayment period will, however, depend on the level and timing of any dividends paid by Fulton Hogan and your rate of repayment. Top Up Shares Fulton Hogan may, from time to time, offer you the opportunity to elect to pay for any Top Up Shares it offers you by way of the Top Up Loan. You must repay 100% of the Top Up Loan. If you elect to pay for Top Up Shares by way of the Top Up Loan, Fulton Hogan will deduct a specified amount per week from your pay (after tax) towards repayment of the Top Up Loan (as set out in your offer letter). By applying for Top Up Shares you agree

9 8 to, and irrevocably authorise Fulton Hogan to make, this deduction (including pursuant to section 5 of the Wages Protection Act 1983). Dividends declared on your Top Up Shares, including dividends declared on any Shares which are allotted to you by way of bonus issue, will (after deduction for any withholding tax) be applied by Fulton Hogan towards your Top Up Loan account until your Top Up Loan, together with any accrued interest, is repaid in full. Once your Top Up Loan, together with any accrued interest, has been repaid in full, you will receive any dividends paid on your Top Up Shares directly. You can make lump sum repayments of your Top Up Loan at any time at your discretion. Option B: Full Payment Rather than taking out an Employee Loan or Top Up Loan from Fulton Hogan, you may elect to pay the purchase price for Initial Shares or Top Up Shares offered to you under the Scheme in cash in full on application for the Shares, less the applicable Company Contribution in respect of Initial Shares. Initial Shares You must pay $7,500 for the purchase of Initial Shares, with the remaining $2,500 to be contributed by Fulton Hogan (after tax) on the basis set out under the heading Company Contribution on page 6. Top Up Shares If you select this payment option you must pay 100% of the purchase price for any Top Up Shares Fulton Hogan offers you in cash in full on application for the Top Up Shares. Transfer to a Trust or Superannuation Fund Once you have repaid your loan account in full you may, subject to certain requirements being met, transfer your Shares to a Trust or Superannuation Fund. For further information (including the definitions of Trust and Superannuation Fund ), see You may transfer Shares to a Trust or Superannuation Fund in certain circumstances on page 13. Funds held on trust Fulton Hogan will hold any application moneys received from you in trust until allotment of the relevant Shares to you. The banking of application moneys will not constitute the allotment of Shares. If you apply for Shares and those Shares are not allotted to you, you will be refunded the application moneys. No interest will be payable to you on such refunds. Implications of ceasing to be an Employee if you take out an Employee Loan or Top Up Loan (Option A) If you select Option A or otherwise take out a loan from Fulton Hogan to finance the purchase of Initial Shares or Top Up Shares and you cease to be an Employee for any reason within the four year period after the allotment of Shares to you (as applicable): You will be charged interest on the average balance of your loan account at a rate of 8% per annum for the period from allotment of the Shares to you until you repay

10 9 the loan in full (the Loan Period ). Fulton Hogan reserves the right to vary this interest rate in the future, which would apply retrospectively for the entire Loan Period. Accrued interest will be added to the outstanding balance of your loan account. As the annual Company Contribution for your Initial Shares (being 25% of the total Company Contribution) is credited in May in advance, Fulton Hogan will claw back (that is, recover from you) a proportion of the Company Contribution (being a weekly rate of $12.02 (after tax)) relating to the part of the year remaining after you cease to be an Employee ( Option A Claw Back Amount ). That clawed back amount will be added to the outstanding balance of your loan account (including for the purposes of calculating interest on your average loan balance). No further Company Contribution will be made after you cease to be an Employee. The claw back outlined in this bullet point will not apply if you cease to be an Employee more than four years after allotment of the Initial Shares to you. If you cease to be an Employee for any reason on a date that is more than four years after the allotment of Shares to you but while any part of your Employee Loan or Top Up Loan is outstanding, you must repay your Employee Loan or Top Up Loan, but you will not be obliged to pay interest on that Employee Loan or Top Up Loan or be subject to claw back of the Company Contribution in respect of Initial Shares. You must pay the outstanding loan account (being your outstanding loan account, together with any accrued interest (if applicable) and any Option A Claw Back Amount (if applicable)) ( Outstanding Loan ) on the basis set out below under the heading Procedure to effect repayment on page 9. Implications of ceasing to be an Employee if you pay for Shares in cash (Option B) If you select Option B and you cease to be an Employee for any reason within the four year period following the allotment of Initial Shares to you, Fulton Hogan will claw back (that is, recover from you) a proportion of the Company Contribution, including any Company Contribution paid in advance in May, which equates to the proportion of the four year period following allotment of Initial Shares that you will not be an Employee (being a weekly rate of $12.02 (after tax)) together with interest on the average balance of your Company Contribution loan account at a rate of 8% per annum for the Loan Period ( Option B Claw Back Amount ). No further Company Contribution will be made after you cease to be an Employee. You must pay the Option B Claw Back Amount on the basis set out below under the heading Procedure to effect repayment. Procedure to effect repayment If you are required to pay an Outstanding Loan or an Option B Claw Back Amount to Fulton Hogan (as relevant, the Repayment Amount ): If, as contemplated under the heading Requirements in respect of the sale of Shares below, you are required to sell the Shares back to Fulton Hogan, Fulton Hogan will deduct the Repayment Amount from the sale proceeds payable to you. If the sale proceeds are less than the Repayment Amount, the balance of the Repayment Amount will be immediately due and payable by you to Fulton Hogan. If you are not required to sell the Shares to Fulton Hogan (for example, due to you ceasing to be an Employee as a consequence of Retirement), you must pay the Repayment Amount immediately to Fulton Hogan. If you are not required to sell the

11 10 Shares to Fulton Hogan but you elect to do so voluntarily, the previous bullet point will apply. Fulton Hogan may apply any employment related after tax remuneration (such as final pay, accrued leave or retirement entitlements) payable to you when you cease to be an Employee towards payment of any Repayment Amount that is due and payable by you. By applying for Shares you agree to, and irrevocably authorise Fulton Hogan to make, the deductions (including pursuant to section 5 of the Wages Protection Act 1983) referred to in the previous sentence. Fulton Hogan may change interest rate Fulton Hogan reserves the right to vary the interest rate charged on your outstanding loan balance if you cease to be an Employee for any reason within the four year period following the allotment of the Shares to you. If Fulton Hogan does so, the varied interest rate will apply retrospectively for the entire Loan Period. Requirements in respect of the sale of Shares If you are allotted Shares under the Scheme you (or your estate, Trust or Superannuation Fund, if applicable) may not sell or transfer those Shares, except: to sell them back to Fulton Hogan; as set out under the heading Unrestricted Employees on page 11; or as set out under the heading You may transfer Shares to a Trust or Superannuation Fund in certain circumstances on page 13. There are two ways in which you (or your estate, Trust or Superannuation Fund, if applicable) can sell Shares back to Fulton Hogan: If you cease to be an Employee (other than for Retirement), you (or your estate, Trust or Superannuation Fund, if applicable) must sell the Shares back to Fulton Hogan. If this occurs, Fulton Hogan may, in certain circumstances, deduct amounts from the proceeds of sale, as set out above under the heading Procedure to effect repayment. You (or your estate, Trust or Superannuation Fund, if applicable) may also sell the Shares back to Fulton Hogan at any time under Fulton Hogan s share buyback programme, as outlined below under the sub-heading Buyback programme on page 11, subject to the Board approving that buyback. In each case, the purchase of Shares from you (or your estate, Trust or Superannuation Fund, if applicable) by Fulton Hogan is subject to Fulton Hogan satisfying the solvency test set out in section 4 of the Companies Act at the relevant time. If your Shareholding (or that of your estate, Trust or Superannuation Fund, if applicable) falls below 100 Shares, Fulton Hogan may require you (or your estate, Trust or Superannuation Fund, if applicable) to sell the Shares back to Fulton Hogan at the then Prevailing Share Price. In addition, under the Companies Act 1993 ( Companies Act ), in certain circumstances a shareholder who votes against a special resolution may require Fulton Hogan to purchase that shareholder s Shares.

12 11 Price Where you (or your estate, Trust or Superannuation Fund, if applicable) sell Shares back to Fulton Hogan on you ceasing to be an Employee (other than for Retirement), your death, your Shareholding (or that of your estate, Trust or Superannuation Fund, if applicable) decreasing below 100 Shares, or on buyback of the Shares by Fulton Hogan (other than a buyback as a result of a shareholder voting against a special resolution as set out above), the purchase price for the Shares will be the then Prevailing Share Price as at the date of the relevant event occurring. For the avoidance of doubt, this means (as applicable) the date you cease to be an Employee (other than for Retirement), the date of your death, the date you (or your estate, Trust or Superannuation Fund, if applicable) are given notice that the Shares are to be sold back to Fulton Hogan because your Shareholding (or that of your estate, Trust or Superannuation Fund, if applicable) has decreased below 100 Shares, or the date of the buyback offer from Fulton Hogan. If you cease to be an Employee due to Retirement, on your death, your estate, Trust or Superannuation Fund is not required to sell the Shares back to Fulton Hogan and the Scheme s Share transfer restrictions and requirements will then cease to apply to the Shares. Buyback programme Fulton Hogan operates a buyback programme under which it makes periodic offers to shareholders to purchase up to 100,000 Shares per shareholder per annum (or such other number of Shares as is determined by the Board) at the then Prevailing Share Price. Fulton Hogan may, in its sole discretion, suspend or close that programme at any time. Shares acquired by Fulton Hogan under the buyback program are not cancelled but are held as treasury stock. While you have an outstanding loan account with Fulton Hogan in respect of Shares (whether under Option A or Option B, as applicable), you are permitted to participate in the buyback programme, but only in respect of all (and not part only) of your Shares. If you choose to sell the Shares to Fulton Hogan on this basis, you will be treated as if you have ceased to be an Employee for the sole purpose of repaying amounts due to Fulton Hogan in respect of those Shares (including any applicable Outstanding Loan or Option B Claw Back Amount), and the terms of the Scheme will apply accordingly, except that Fulton Hogan will not charge interest on your Loan. If you do not have an outstanding loan account with Fulton Hogan in respect of your Shares, then you may participate in the buyback programme in respect of any or all of the Shares. Unrestricted Employees If you were first allotted Shares under the Scheme from March 2008 onwards, then the Scheme s Share transfer restrictions and requirements (as set out in this Prospectus and the Investment Statement) will apply to all Shares allotted to you under the Scheme. This means that if you cease to be an Employee (other than for Retirement) you (or your estate, Trust or Superannuation Fund, if applicable) must sell the Shares back to Fulton Hogan. However, if you were first allotted Shares under the Scheme prior to March 2008 you are an Unrestricted Employee and, therefore, the Scheme s Share transfer restrictions and requirements will not apply to your Shares.

13 12 In addition, if you are an Unrestricted Employee, and you are offered Top Up Shares: The Top Up Shares will be subject to the Scheme s Top Up Loan repayment requirements set out in this Prospectus (if applicable), except that on ceasing to be an Employee (including as a consequence of your death) you (or your estate, if applicable) will not be required to sell your Shares back to Fulton Hogan. However, you (or your estate, if applicable) must still repay the full amount of the Repayment Amount to Fulton Hogan. You will not be entitled to transfer the Top Up Shares while any amount is owing to Fulton Hogan in respect of them, except to sell all of them back to Fulton Hogan (in which case the Scheme s Top Up Loan repayment requirements will apply (if applicable)). Once you have paid all amounts owed by you to Fulton Hogan in respect of the Top Up Shares, the Top Up Shares will cease to be subject to the Scheme s Share transfer restrictions and requirements. If you are an Unrestricted Employee and Fulton Hogan offers you In Lieu of Bonus Shares, those In Lieu of Bonus Shares will not be subject to the Scheme s Share transfer restrictions or requirements. If you are an Unrestricted Employee, Share entitlements arising from your Top Up Shares or In Lieu of Bonus Shares will be subject to the same rules as your Top Up Shares or In Lieu of Bonus Shares. Although an Unrestricted Employee (or an Unrestricted Employee s estate, Trust or Superannuation Fund, if applicable) is not required to sell Top Up Shares or In Lieu of Bonus Shares back to Fulton Hogan on the Unrestricted Employee ceasing to be an Employee, if, as an Unrestricted Employee, you (or your estate, Trust or Superannuation Fund, if applicable) wish to do so, Fulton Hogan s current intention is that it will offer to repurchase the Shares through its buyback programme. If the buyback programme is discontinued in the future, Fulton Hogan will make other arrangements to offer to purchase Shares allotted to you under the Scheme if you cease to be an Employee. For the avoidance of doubt, if you cease Employment and do not accept a repurchase offer from Fulton Hogan, then Fulton Hogan is under no continuing obligation to repurchase Shares from you (or your estate, Trust or Superannuation Fund, if applicable). In summary, the key difference between an Employee first allotted Shares under the Scheme from March 2008 onwards and an Unrestricted Employee is that, subject to the Scheme, Unrestricted Employees may transfer Shares at any time, whereas Shares allotted to other Employees under the Scheme only become freely transferrable by the estate (or Trust or Superannuation Fund, if applicable) on the death of an Employee who ceased employment due to Retirement. In each case, the ability to freely transfer Shares remains at all times subject to the restrictions on Share transfers in Fulton Hogan s constitution. Every Employee (including an Unrestricted Employee) may, subject to certain requirements being met, transfer Shares to a Trust or Superannuation Fund, provided the Employee does not have an outstanding loan account in respect of the Employee s Shares. For more information see below under the heading You can transfer Shares to a Trust or Superannuation Fund in certain circumstances.

14 13 Fulton Hogan s offer to repurchase your Shares if you cease to be an Employee due to Retirement If you cease to be an Employee due to Retirement, you (or your Trust or Superannuation Fund, if applicable) are not required to sell your Shares back to Fulton Hogan, but if you wish to do so voluntarily, Fulton Hogan s current intention is that it will offer to repurchase those Shares through the buyback programme, as outlined under the sub-heading Buyback programme on page 11. If the buyback programme is discontinued in the future, Fulton Hogan will make other arrangements to offer to purchase Shares allotted to you under the Scheme if you cease to be an Employee due to Retirement. For the avoidance of doubt, if you cease Employment due to Retirement and do not accept a repurchase offer from Fulton Hogan, then Fulton Hogan is under no continuing obligation to repurchase Shares from you (or your estate, Trust or Superannuation Fund, if applicable). If you cease to be an Employee due to Retirement, on your death, your estate, Trust or Superannuation Fund (if applicable) is not required to sell the Shares back to Fulton Hogan and the Scheme s Share transfer restrictions and requirements will then cease to apply to those Shares. You may transfer Shares to a Trust or Superannuation Fund in certain circumstances If you do not have an outstanding loan account in respect of your Shares and you are an Employee, or you have ceased to be an Employee due to Retirement, you will, subject to certain requirements being met, be able to transfer your Shares to a Trust or Superannuation Fund at any time. For this purpose: Trust means the trustee or trustees of a trust which is, in the opinion of the Board, exclusively or principally for the benefit of you, or your child or other issue, adopted child, brother, sister, parent, uncle, aunt, grandchild, wife or husband. Superannuation Fund means a self-managed Australian superannuation fund which is a Trust. If you elect to transfer your Shares to a Trust or Superannuation Fund, then your Trust or Superannuation Fund must agree (in a form acceptable to the Board) among other things, to be bound by the terms of the Scheme. If you subsequently cease to be an Employee (other than for Retirement) your Trust or Superannuation Scheme must sell the Shares back to Fulton Hogan at the Prevailing Share Price in accordance with the Scheme and you agree to procure this. If your Trust ceases to be a Trust (as that term is defined above) your Trust must transfer the Shares back to you. You should be aware of the following important matters: Australian law imposes restrictions on the ability of an Employee to transfer Shares to a Superannuation Fund. You are responsible for ensuring compliance with those restrictions and, if you wish to transfer Shares to a Superannuation Fund, you must warrant to Fulton Hogan that the transfer complies with Australian law. There may be taxation consequences, under New Zealand or Australian tax law, if you transfer Shares to a Trust or Superannuation Fund or if a Trust or Superannuation Fund is required to transfer Shares to you or Fulton Hogan. You will be responsible for, and Fulton Hogan will have no liability in respect of, any such tax consequences.

15 14 If you transfer Shares to a Trust or Superannuation Fund you will be responsible for the arrangements between you and your Trust or Superannuation Fund and Fulton Hogan will have no liability for those arrangements. In light of the matters set out above, you are encouraged to seek tax and legal advice, based on your personal circumstances, prior to transferring Shares to or from a Trust or Superannuation Fund. No other transfers and no established market Aside from the circumstances set out above you (or your estate, Trust or Superannuation Fund, if applicable) may not sell or transfer the Shares. Shares are not quoted or approved for trading on any securities market operated by a registered stock exchange, or any other securities market or trading facility. Nor is there any present intention to obtain such a quotation. In the opinion of Fulton Hogan, there is no established market for the sale of Shares, nor is there an established market for Shares except for the buyback programme operated by Fulton Hogan. Further details regarding the buyback programme are set out under the sub-heading Buyback programme on page 11. Extended application of Share sale requirements Except as set out above under the sub-heading Unrestricted Employees on page 11, and Fulton Hogan s offer to repurchase your Shares if you cease to be an Employee due to Retirement on page 13, if you purchase Shares pursuant to the Scheme and become entitled to further Shares as a consequence of that shareholding (for example, due to a bonus issue or rights issue of Shares), the further Shares will be allotted to you subject to the Scheme restrictions and requirements in respect of the transfer of Shares. Ceasing to be an Employee In this Prospectus, a reference to ceasing to be an Employee means ceasing to be an employee or officer of the Fulton Hogan Group. 1% cap on allotments pursuant to the Scheme Under the Exemption Notice, the number of Shares allotted by Fulton Hogan under the Scheme in any 12 month period (excluding Shares allotted to Fulton Hogan s Directors, persons who are not members of the public under the Securities Act or persons who at the commencement of any year are wealthy or experienced persons under section 5 of the Securities Act) is capped at 1% of Fulton Hogan s ordinary shares at the start of that period. Tax References in this Prospectus to taxation in respect of the Scheme are based on current legislation at the date of this Prospectus, are of a general nature only, and are not intended to be tax advice to any particular person. You should consult your own advisers for information and advice on New Zealand or Australian tax laws based on your personal circumstances. If you are an Australian applicant you should note that the taxation treatment of New Zealand securities and financial products is not the same as that for Australian securities and financial products.

16 15 Further information regarding tax implications is set out in the Investment Statement under the heading New Zealand Tax consequences. Maximum number of Shares Subject to the 1% cap set out under the heading 1% cap on allotments pursuant to the Scheme on page 14, there is no maximum number of Shares that may be offered under the Scheme. 2. Name and address of offeror Not applicable. 3. Details of incorporation of issuer Fulton Hogan was incorporated under the Companies Act 1933 on 24 April 1952 and was re-registered under the Companies Act on 29 November Its company number is and its New Zealand business number is A public file related to the incorporation and registration of Fulton Hogan is kept at the Companies Office of the Ministry of Business, Innovation and Employment and can be downloaded from Fulton Hogan s public file free of charge from the Companies Office website Other terms of offer and securities Shares are fully paid ordinary shares in Fulton Hogan. Terms of Shares Shares allotted to you under the Scheme will rank equally in all respects with existing fully paid ordinary shares in Fulton Hogan and will give you the right to: attend and vote at a meeting of Fulton Hogan, including the right to cast one vote per Share on a poll on any resolution, including but not limited to a resolution to: - appoint or remove a Director or auditor; - adopt or alter the Fulton Hogan s constitution; - approve a major transaction; - approve the amalgamation of Fulton Hogan; or - put Fulton Hogan in liquidation. dividends paid by Fulton Hogan in respect of that Share; be sent certain information in respect of Fulton Hogan; the other rights as a shareholder conferred by the Companies Act and the Fulton Hogan s constitution; and an equal share with other Shares in the distribution of surplus assets in any liquidation of Fulton Hogan.

17 16 Your Shares will also be subject to the Scheme restrictions set out in this Prospectus and the Investment Statement, and the restrictions set out in Fulton Hogan s constitution and the Companies Act. Other terms This Prospectus sets out all of the terms of the offer and the securities offered, other than: any terms implied by law; or any terms set out in a document that: o o o is registered with a public official; and is available for public inspection; and is referred to in this Prospectus. The Board may waive restrictions The Board may at its discretion, and at any time, waive any or all of the Scheme restrictions in respect of: one or more Employees; any or all of the Shares held by Employees under the Scheme. Investment Statement If you are offered Shares under the Scheme you should have received a copy of the Investment Statement with your offer letter. You should read the Investment Statement carefully and in full before making an application to invest in Shares. Further copies of the Investment Statement are available from Fulton Hogan s Company Secretary. Fulton Hogan s Company Secretary can be contacted at: 11 Main Road Fairfield Otago 9018 New Zealand Private Bag 1962 Dunedin 9054 New Zealand Telephone: +64 (03) Facsimile: +64 (03) kevin.soper@fultonhogan.com To apply for the Shares under the Scheme, you must complete the application form that accompanied your offer letter. By applying for Shares you confirm that you have received and read the Investment Statement, Fulton Hogan s most recent Annual Report and an Information Statement.

18 17 You are encouraged to take advice You should make your decision as to whether to invest in Shares based on your personal circumstances. If you have any questions in respect of an investment in Shares, you should seek advice from your financial or legal adviser. Risks No investment is without risk. Certain risks relevant to an investment in Shares are set out in the Investment Statement for the Shares under the heading What Are My Risks?. 25. Places of inspection of documents Fulton Hogan s constitution and the audited financial statements of Fulton Hogan may be inspected during business hours at the office of Fulton Hogan described above. There is no fee for inspecting these documents. The above documents may also be downloaded from Fulton Hogan s public file free of charge from the Companies Office website at

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27 19 GLOSSARY Board means the board of Directors of Fulton Hogan from time to time. Companies Act means the Companies Act Company Contribution means the contribution by Fulton Hogan to an Employee of 25% of the purchase price payable by the Employee to purchase Initial Shares offered under the Scheme. Director means a director of Fulton Hogan. Employee means an employee or officer of a member of the Fulton Hogan Group with an address in New Zealand or Australia. Employee Loan means the loan by Fulton Hogan to an Employee, at that Employee s election, of 75% of the purchase price payable by the Employee to purchase Initial Shares offered under the Scheme. Exemption Notice means the Securities Act (Fulton Hogan Limited) Exemption Notice Fulton Hogan means Fulton Hogan Limited. Fulton Hogan Group means Fulton Hogan and its subsidiaries. Initial Shares means Shares offered pursuant to the Scheme to an Employee to an approximate value of $10,000. In Lieu of Bonus Shares means Shares offered to an Employee pursuant to the Scheme whereby all or part of a bonus payable or paid to that Employee (after tax) is applied to the purchase of Shares. Loan Period means the period from allotment of Shares to an Employee under the Scheme until full repayment of the loan relating to the Shares. Option A means payment Option A set out on page 7 in respect of Initial Shares and any Top Up Shares to which Option A applies. Option A Claw Back Amount, in respect of an Employee who selects Option A and who ceases to be an Employee within the four year period after allotment of Initial Shares to the Employee, means the proportion of the Company Contribution relating to the part of the year remaining after the Employee ceases to be an Employee. Option B means payment Option B set out on page 8 in respect of Initial Shares and any Top Up Shares to which Option B applies. Option B Claw Back Amount, in respect of an Employee who selects Option B and who ceases to be an Employee within the four year period after allotment of Initial Shares to the Employee, means the proportion of the Company Contribution (including any Company Contribution paid in advance) which equates to the proportion of the four year period following allotment of Initial Shares that the Employee will not be an Employee, together with interest on the average balance of the Employee s Company Contribution loan account at a rate of 8% per annum for the Loan Period. Outstanding Loan means any outstanding loan amount owing by an Employee to Fulton Hogan from time to time, together with any accrued interest (if applicable) and any Option A Claw Back Amount (if applicable).

28 20 Prevailing Share Price means, for the purposes of the Employee Share Scheme and Fulton Hogan s buyback programme, a price determined by the Board from time to time, taking into account independent valuation advice where the Board considers it appropriate to do so. Prospectus means this prospectus. Repayment Amount means any Outstanding Loan or Option B Claw Back Amount owing by an Employee to Fulton Hogan from time to time in respect of Shares allotted to the Employee under the Scheme. Retirement means where the Board is satisfied that an Employee is permanently ceasing to be an Employee as a result of genuine retirement, other than as a result of death. Scheme means the Fulton Hogan Limited Employee Share Scheme. Securities Act means the Securities Act Securities Regulations means the Securities Regulations Share means a fully paid ordinary share in Fulton Hogan. Superannuation Fund means in respect of an Employee a self-managed Australian superannuation fund which is a Trust. Top Up Loan means the loan by Fulton Hogan to an Employee, at that Employee s election, of 100% of the purchase price payable by the Employee to purchase Top Up Shares offered under the Scheme. Top Up Shares means further Shares that may from time to time be offered by Fulton Hogan to Employees who have been allotted Initial Shares. Trust means in respect of an Employee the trustee or trustees of a trust which is, in the opinion of the Board, exclusively or principally for the benefit of the Employee, or the Employee s child or other issue, adopted child, brother, sister, parent, uncle, aunt, grandchild, wife or husband. Unrestricted Employee means an Employee who was first allotted Shares under the Scheme prior to March 2008.

29 21 WARNING STATEMENTS FOR AUSTRALIAN EMPLOYEES* (a) (b) (c) (d) (e) (f) (g) (h) (i) This offer to Australian investors is a recognised offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 (New Zealand) and the Securities (Mutual Recognition of Securities Offerings - Australia) Regulations 2008 (New Zealand). This offer and the content of the offer document are principally governed by New Zealand, rather than Australian, law. In the main, the New Zealand Securities Act 1978 and Securities Regulations 2009 (New Zealand) set out how the offer must be made. There are differences in how securities and financial products are regulated under New Zealand, as opposed to Australian, law. For example, the disclosure of fees for managed investment schemes is different under New Zealand law. The rights, remedies and compensation arrangements available to Australian investors in New Zealand securities and financial products may differ from the rights, remedies and compensation arrangements for Australian securities and financial products. Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Australian Securities and Investments Commission (ASIC). The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of New Zealand securities and financial products is not the same as that for Australian securities and products. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The offer may involve a currency exchange risk. The currency for the security or financial product is in dollars that are not Australian dollars. The value of the security or financial product will go up and down according to changes in the exchange rate between those dollars and Australian dollars. These changes may be significant. If you receive any payments in relation to the security or financial product that are not in Australian dollars, you may incur significant fees in having the funds credited to a bank account in Australia in Australian dollars. * The text of this warning statement is prescribed by Regulation of the Corporations Regulations 2001 (Australia). Please note that, in addition to this Prospectus, there is also an Investment Statement in relation to the Shares. Both this Prospectus and the Investment Statement have been prepared in compliance with the Securities Regulations 2009, in reliance on the Exemption Notice (subject to the content relief described on page 2 under the heading Securities Act and Exemption Notice ).