Village Roadshow Limited ACN

Transcription

1 Village Roadshow Limited ACN Non-Executive Directors Share Plan Offer Letter for Shares via Fee Sacrifice

2 Table of Contents Overview of the Plan 5 1. Overview of the Plan 5 2. Terms and Conditions 5 3. Documentation 7 4. Acceptance 7 Appendix 1: Village Roadshow Limited Non-executive Directors Share Plan 8 Minter Ellison Ref: BFO: Village Roadshow Limited page 2

3 [#] March 2011 [Directors] [One letter for each director] Dear [insert name of Director] Offer to participate in VRL's Non-executive Directors Share Plan On behalf of Village Roadshow Limited (VRL), I am pleased to confirm the introduction of a new share plan for VRL non-executive directors (Plan). The Plan has been developed as part of VRL's reward strategy. It aims to recognise your valuable contribution by providing an opportunity to invest in VRL Shares (Shares). Participants in the Plan (Participants) sacrifice a portion of their non-executive directors' fees to acquire Shares. The Shares will be acquired by the Participant in their own name. The Shares will be freely disposable from acquisition, subject to the operation of VRL's securities trading policy. The number of Shares acquired each calendar year through the Plan by a Participant is up to 100% of the Participant's Fee entitlement for that calendar year. Salary sacrifice of your non-executive director s Fees will be made quarterly for each quarter in the calendar year in which you participate in the Plan. Shares will be acquired during the third month of each quarter, with the first allocation of Shares potentially occurring in March Upon agreeing to participate in the Plan, a Participant agrees to sacrifice a certain amount of their directors' fees until 31 December Once such amount is agreed, the amount which a Participant agrees to sacrifice into Shares may not be altered for the ensuing calendar year but may be altered (or Participants may cease participation) in respect of subsequent calendar years. To continue your participation in the Plan after 31 December 2013, Participants will be asked to reapply, at which time the amount which a Participant agrees to sacrifice may be altered. Continuance of the Plan after 31 December 2013 will be subject to VRL's determination to that effect and VRL shareholder approval for the purposes of Listing Rule or 10.15A. The benefits to Participants of participating in the Plan include: the opportunity to share in the benefit of increased growth in the value of Shares without the difficulties associated with personally ensuring compliance with VRL's securities trading policy; access to full shareholder rights, including the right to vote and receive dividends; and the potential salary sacrifice of some or all quarterly non-executive directors Fees pre-tax to acquire Shares. The benefits to VRL of introducing the Plan include: Minter Ellison Ref: BFO: Village Roadshow Limited page 3

4 better alignment of non-executive director and shareholder interests; and the provision of a market-competitive benefit to non-executive directors at negligible cost. Please note that any advice given by VRL in connection with the offer is general advice only and nonexecutive directors should consider obtaining their own financial product advice from an independent person licensed by ASIC to give such advice. VRL is not licensed to provide financial product advice in relation to Shares or any other financial product. No cooling off regime (whether provided by law or otherwise) applies in respect of the acquisition of Shares under the Plan. Enclosed with the Offer Letter is a copy of the Terms and Conditions applicable to your participation in the Plan and a copy of the Plan Rules. These documents should be read carefully as they set out the contractual obligations of both VRL and Participants under the Plan. If you wish to participate in the Plan, please complete the attached Application Form and return it to the writer by 5pm on 31 March By completing this Application Form you agree to be bound by this Offer Letter, the associated Terms and Conditions, the Plan Rules and the Constitution of VRL. We look forward to your participation in the VRL Non-executive Directors Share Plan. Yours sincerely Company Secretary Minter Ellison Ref: BFO: Village Roadshow Limited page 4

5 Overview of the Plan 1. Overview of the Plan (d) (e) Non-executive directors of Village Roadshow Limited (VRL) are eligible to participate in the Non-executive Directors Share Plan (Plan). Participants agree to sacrifice part or all of their pre-tax director fees (Fees) or apply part or all of their post-tax Fees towards the acquisition of shares in VRL (Shares). The first allocation of Shares will be made following VRL shareholder approval of the Plan and subsequent allocations will be made at three month intervals. Shares are acquired directly by the Participants. Shares acquired under the Plan are freely disposable subject to the operation of VRL's securities trading policy 1. (f) When issued, the Acquisition Price of the Shares for the Participant is based on the 5 Business Day Volume Weighted Average Price (VWAP) of Shares as at the first 5 ASX business days of the third month of each quarter in which the Allocation Date occurs. (g) Participants have full shareholder rights once they acquire Shares under the Plan (including rights in respect of voting, receiving dividends, receiving bonus shares and participation in rights issues). 2. Terms and Conditions 2.1 Non-executive Directors' Share Acquisition Plan Eligibility Employees of Village Roadshow Limited (VRL) who are non-executive directors of VRL are eligible to participate in this Non-executive Directors Plan (Plan). 2.2 Shareholder rights Participants will have full shareholder rights relating to the Shares they acquired through the Plan. Shareholder rights will include the right to: (d) vote; receive dividends; receive bonus shares; and participate in rights issues. 2.3 Determining the value of Shares at each allocation The total value of Shares to be allocated to a Participant on each allocation of Shares at the end of a quarter is equal to the amount of Fees sacrificed by a Participant over the quarter. The number of Shares acquired through the Plan by a Participant in respect of a quarter is limited to up to 100% of Fees that would but for their participation in the Plan be payable to the 1 VRL's securities trading policy has been previously provided to you and is also available from VRL's website: Minter Ellison Ref: BFO: Village Roadshow Limited page 5

6 Participant in respect of that quarter. Fees sacrifice will be made quarterly. Shares will be acquired during the third month at the end of each quarter. Upon successful application to participate in the Plan, Participants agree to sacrifice a certain amount or proportion of their Fees until 31 December 2013 (Instruction Period). Participation will operate as a standing instruction to effect the Fee sacrifice for each quarter in the ensuing calendar year and, subject to variation, subsequent calendar years during the Instruction Period. Participants may vary the level of sacrifice for subsequent calendar years during the Instruction Period or terminate their participation in the Plan. To continue their participation in the Plan after 31 December 2013, Participants will be asked to reapply, at which time the amount which a Participant agrees to sacrifice may be altered. As directors fees are payable quarterly and acquisitions of shares by Participants under the Plan are proposed to occur quarterly it is not proposed that VRL will be required to hold contributions from Participants to acquire Shares under the Plan. If however contributions are held, they will be held in an account with ANZ Bank until the Shares are acquired, which should be a period of no longer than one quarter. No interest will be paid on contributions so held. Application form for Shares For non-executive directors to receive a portion of their Fees as Shares, they must submit the attached application Form by31 March Fee sacrifice will commence from the usual date for payment of Fees in June The first allocation of Shares will occur in June Acquisition and allocation of Shares Allocation Date The Allocation Date is the date on which Shares are allocated to a Participant. The Allocation Date will generally be on or after the sixth (6 th ) ASX Business Day of the third month of each quarter. The Allocation Date will be the date from which shareholder rights apply. Acquisition Price for Shares via new issue For new issues of Shares, the Acquisition Price is based on the 5 business day volume weighted average price (VWAP) of Shares for the first 5 ASX Business Days in the third month of the quarter rounded up to the next nearest whole cent. The number of Shares to be issued for each Participant will be the nearest number of whole Shares that can be acquired at the Acquisition Price with the amount of Fees sacrificed for the relevant quarter. At the conclusion of each quarter, where there is an excess amount for the Participant (that is, when a Participant's total value of Shares is not wholly divisible by the Acquisition Price of the Shares), the amount is forfeited. As at the last ASX business day before the date of this offer, the 5 business day VWAP of Shares was [insert price]. Minter Ellison Ref: BFO: Village Roadshow Limited page 6

7 (d) Acquisition Price for Shares via on-market purchase For Shares that are purchased on-market, the Acquisition Price is the average price of all Shares purchased. VRL generally will organise for the purchase of shares during the third month of each quarter, but not later than the last day of the quarter. Where, at the conclusion of a quarter, there is an excess amount for a Participant (that is, when a Participant's total value of Shares is not wholly divisible by the Acquisition Price of the Shares), the excess amount is forfeited. If Shares were purchased on market on the date of this offer, the Acquisition Price would be [insert price]. Obtaining the Market Value of VRL Shares If, at any time during the period commencing on the date of this Letter of Offer and ending on 31 December 2013 (being the period during which Participants may acquire shares under the Plan and this Letter of Offer), a Participant requires either: (i) (ii) the current market price of Shares; or the relevant 5 business day VWAP calculated by reference to a date during the offer period, then VRL will provide that Participant with the above information within a reasonable time of such a request being made. Requests can be made to the Company Secretary of VRL, Level 1, 500 Chapel Street, South Yarra, Victoria Documentation The principal documents governing the operation of the Plan are the Plan Rules, the Offer Letter and these Terms and Conditions. If there is any inconsistency between the Plan Rules and the Terms and Conditions, the Plan Rules will prevail. Paper copies of the above documents can be requested without charge from: Company Secretary of VRL, Level 1, 500 Chapel Street, South Yarra, Victoria 3141 Copies will be provided to you without charge within a reasonable time of your request. You should not rely upon any oral statements made to you in relation to this offer. You should carefully read the Offer Letter, the Terms and Conditions and the Plan Rules. 4. Acceptance To acknowledge your participation in the Plan and your agreement with the Terms and Conditions as set out in this Offer Letter, please complete the Application Form, which is attached in Appendix A, and return it to the Company Secretary before close of business on 31 March Minter Ellison Ref: BFO: Village Roadshow Limited page 7

8 Appendix 1 Village Roadshow Limited Non-executive Directors Share Plan Minter Ellison Ref: BFO: Village Roadshow Limited page 8

9 Village Roadshow Limited ACN NON-EXECUTIVE DIRECTOR SHARE PLAN PLAN RULES MinterEllison L A W Y E R S RIALTO TOWERS, 525 COLLINS STREET, MELBOURNE VIC 3000, DX 204 MELBOURNE TEL: FAX: ME_ _3 (W2003)

10 Table of Contents Plan Rules 3 1. Definitions and Interpretation 3 2. Commencement of Plan 4 3. Offers and Acquisition of Shares 4 4. Acquisition of Shares 4 5. Termination of participation 5 6. Overriding Legal Restrictions 6 7. Administration of the Plan 6 8. Rights of Participants 6 9. Amendment of these Rules Notices Suspension, reinstatement or termination Governing law No representation as to tax consequences 7 2 ME_ _3 (W2003)

11 Plan Rules 1. Definitions and Interpretation 1.1 Definitions In these Rules the following words and expressions have the meanings indicated unless the contrary intention appears: Acquisition Price means the issue price or purchase price of Shares offered for issue or purchase (as the case may be) under an Offer. ASX means ASX Limited (trading as the Australian Securities Exchange) or any successor body. Board means all or some of the Directors acting as a board, or a committee of the Board appointed for, or the functions of which are determined to include, the purposes of this Plan or these Rules. Company means Village Roadshow Limited ACN Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Eligible Director means a Director excluding a Director who holds a salaried employment or office in the Company. Listing Rules means the official Listing Rules of ASX. Offer means an offer to acquire Shares made to an Eligible Director under Rule 3. Participant means an Eligible Director who accepts an Offer and who has subscribed for or purchased Shares pursuant to Rule 4. Plan means the Village Roadshow Limited Non-Executive Director Share Plan established in accordance with these Rules. Related Company means a body which is a related body corporate (as defined in the Corporations Act) of the Company from time to time. Rules means the rules governing the operation of the Plan set out in this document, as amended from time to time. Shares means fully paid ordinary shares in the capital of the Company. Tax includes any tax or levy imposed, GST, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or judicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing. 1.2 Interpretation In these Rules unless the contrary intention appears: the singular includes the plural and vice versa; 3 ME_ _3 (W2003)

12 (d) (e) (f) a gender includes all genders; a reference to any legislation or to any provision of any legislation includes any modification or re enactment of it, any legislative provision substituted for it and all legislation, regulations and statutory instruments issued under it; a reference to these Rules or any particular part of these Rules means these Rules or the relevant part as amended from time to time; a reference to a person (including a Participant) includes a reference to the person's legal personal representatives, executors, administrators and successors, a firm or a body corporate; and the meaning of general words is not limited by specific examples or things introduced by 'including', 'for example' or similar expressions. 1.3 Headings Headings are inserted for convenience and do not affect the interpretation of these Rules. 2. Commencement of Plan 2.1 Commencement The Plan will commence on the date determined by the Board. 3. Offers and Acquisition of Shares The Board may from time to time make Offers to Eligible Directors to acquire Shares under the Plan. The Offers will be in such form and content and with such terms and conditions as the Board determines from time to time. Where an Offer is made which will involve fee, salary, bonus or other monetary sacrifice by a Participant: (i) (ii) the Offer may be made conditional on the Company and the Participant entering into an agreement (which may be constituted by the acceptance of the Offer) setting out the terms and conditions of the fee, salary, bonus or other monetary sacrifice arrangement; and before transferring contributions (if any) by the Participant to acquire Shares under the Plan, the contributions will be held by the Company in an account of an Australian ADI nominated by the Company from time to time which is established and kept by the Company only for the purpose of depositing contribution moneys and other money paid by Participants to acquire Shares under the Plan. 4. Acquisition of Shares 4.1 Method of acquisition of Shares Where an Offer of Shares is accepted by a Participant, the Participant will acquire the Shares in the way directed by the Board from time to time, which may be any of the following ways: 4 ME_ _3 (W2003)

13 (i) (ii) (iii) by the Company purchasing on behalf of the Participant Shares in the ordinary course of trading on a financial market of ASX; by the Company purchasing or receiving on behalf of the Participant a transfer of Shares through an off-market transaction; or by the Participant applying for the issue of Shares on such terms (including the issue price (if any)) determined by the Board. The Board will determine from time to time the Acquisition Price of Shares offered under the Plan. 4.2 Ownership of Shares Each Participant will be the registered legal and beneficial owner of all Shares acquired by the Participant under Rule Quotation of Shares The Company will apply to the ASX for official quotation of any Shares issued to a Participant for the purposes of the Plan. 4.4 No transfer restrictions Shares acquired under the Plan are not liable to forfeiture and are not subject to any restrictions on disposal or transfer other than as provided under the Corporations Act and the Company's securities trading policy from time to time. 4.5 Limitation on the size of the Plan The Company may not issue Shares for the purposes of the Plan on a given date if the sum of: the number of Shares proposed to be issued for those purposes on that date; and the aggregate number of Shares issued for the purposes of the Plan, or for the purposes of any other employee incentive scheme established by the Company, in the five year period immediately preceding that date, would exceed 5% of the total number of Shares on issue on that date, disregarding any offers made, options or rights granted or Shares issued or transferred by way of or as a result of: (d) (e) (f) an offer to a person situated at the time of receipt of the offer outside Australia; an offer that did not need disclosure to investors under Part 6D.2 of the Corporations Act because of section 708 of the Corporations Act; an offer that did not require the giving of a Product Disclosure Statement because of section 1012D of the Corporations Act; or an offer made under a disclosure document or a Product Disclosure Statement under the Corporations Act. 5. Termination of participation A Participant may elect to terminate their participation in the Plan at any time. As soon as practicable after a Participant makes the election in paragraph the Company must pay to the Participant all fees and salary due and payable to the Participant (if any) and deposited in the account referred to in Rule 3(ii), (if any), including any accumulated interest. 5 ME_ _3 (W2003)

14 6. Overriding Legal Restrictions Notwithstanding any Rule or the terms of any Offer, no Share may be issued, acquired, delivered or otherwise dealt with under the Plan if to do so: would contravene the Corporations Act, the Listing Rules or any other applicable law; or would contravene the local laws or customs of an Eligible Director's country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical or unreasonable. 7. Administration of the Plan The Plan will be administered by the Board in accordance with these Rules. The Board may make rules and regulations for the operation of the Plan which are consistent with these Rules. Any power or direction which is conferred on the Board by these Rules may be exercised by the Board in its absolute discretion and in the interests or for the benefit of the Company, and the Board is not, in exercising any such power or discretion, under any fiduciary or other obligation to any other person. Any power or discretion which is conferred on the Board by these Rules may be delegated by the Board for such period and upon such conditions as the Board may determine to: (i) (ii) a committee consisting of such Directors as the Board determines; or any one or more persons selected by the Board. (d) Every exercise of discretion by the Board (or its delegate) and every decision of the Board or its delegate as to the interpretation, effect or application of these Rules is final, conclusive, and binding. 8. Rights of Participants Nothing in these Rules: (d) confers on an Eligible Director the right to receive any Shares; confers on a Participant the right to continue as a director or officer of the Company or a Related Company; affects any rights which the Company or a Related Company may have to terminate the employment of any employee or the engagement of any director or officer; or may be used to increase damages in any action brought against the Company or a Related Company in respect of any such termination. 9. Amendment of these Rules 9.1 Amendments Subject to the Listing Rules and Rule 9.2, the Company may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of these Rules (including this Rule 9). 6 ME_ _3 (W2003)

15 9.2 No Reduction of Rights No amendment of the provisions of these Rules is to reduce the rights of any Participant in respect of Shares acquired under the Plan prior to the date of the amendment, other than: an amendment introduced primarily: (i) (ii) (iii) for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans; to correct any manifest error or mistake; or to enable the Company or any Related Company to comply with the Corporations Act, the Listing Rules, any other Australian laws or applicable foreign laws, or a requirement, policy or practice of the Australian Securities and Investments Commission or other foreign or Australian regulatory body; or an amendment agreed in writing by a Participant. 9.3 Retrospectivity Subject to the above provisions of this Rule 9, any amendment made pursuant to Rule 9.1 may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made. 10. Notices Any notice to Participants may be given in such manner as the Board determines. 11. Suspension, reinstatement or termination The Board may at its discretion suspend or reinstate the operation of the Plan or terminate the Plan, provided that such suspension, reinstatement or termination shall not adversely affect or prejudice rights of Participants at the time of such suspension, reinstatement or termination. 12. Governing law This Plan is governed by and shall be construed and take effect in accordance with the laws of Victoria and each Participation irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria. 13. No representation as to tax consequences None of the Company, any other Related Company, any adviser to the Company or the Board represents or warrants that the Plan will have any particular taxation or financial consequences or that any Participant will gain any taxation or financial advantage by participating in the Plan and they are not liable for, or as a consequence of, any Taxes imposed upon or duties assessed against a Participant. 7 ME_ _3 (W2003)