Share Purchase Plan Booklet
SHARE PURCHASE PLAN
TERMS & CONDITIONS BOOKLET
15 May 2008
If you have sold your Shares in Widespread on or before 5pm on 15 May 2008 please send this booklet and the enclosed application forms to the NZX Firm or other person through whom you made the sale requesting that they forward the documentation to the Purchaser.
If you have any queries or concerns regarding this Offer you should contact the Company, the Organising Participant or your own NZX Firm, legal or financial adviser.
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Chairman's Letter |
Dear Shareholder
Widespread Portfolios Limited - Share Purchase Plan
On behalf of the Directors of Widespread, we are pleased to offer you the opportunity to participate in a Share Purchase Plan, allowing you to purchase up to $5,000 worth of ordinary shares in Widespread without brokerage and transaction costs.
Monies raised under this SPP are proposed to be used to increase Widespread's interests in existing investments and for investment in new opportunities that fall within Widespread's investment strategy. This SPP allows shareholders of Widespread the opportunity to participate further in the growth of the company and to increase their shareholding in Widespread.
Shareholders have three options under this SPP:
§ Subscribe for your Entitlement of $1,000 of Shares, being 80,000 Shares at $0.0125 per Share;
§ Do nothing and the shares comprising your Entitlement will form part of the Shortfall.
§ Subscribe for your Entitlement and also apply for up to $4,000 of further Shares which may be available from the Shortfall.
The full terms and conditions of this SPP and how you can participate in it are contained in this booklet. You are encouraged to read these terms and conditions in their entirety before you decide whether to participate. If you choose to apply for Shares under this SPP, please complete the enclosed personalised Application Form and return the Application Form to Widespread's share registry together with a cheque or money order for the application monies.
On behalf of the Directors, we thank you for your ongoing support of Widespread and invite you to consider this opportunity to further participate in our growth.
Yours sincerely
Linda Sanders
Chairman
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Spp timetable |
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Event |
Date |
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Record Date for Entitlements (5pm) |
Thursday, 15 May 2008 |
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SPP opens and SPP Booklet sent to Eligible Shareholders |
Friday, 16 May 2008 |
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Closing Date for SPP |
Friday, 13 June 2008 |
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Allotment of SPP Shares |
By Friday, 20 June 2008 |
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Expected quotation date of SPP Shares |
By Friday, 20 June 2008 |
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Despatch of statement of holdings for SPP Shares |
Friday, 20 June 2008 |
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WARNING There is a risk to Eligible Shareholders that the market price for Shares may change between the Record Date, the date that you apply for Shares under this SPP and the Allotment Date. A change in market price during this period will not affect the Issue Price. The Issue Price may be greater or less than the market price of the Shares at the time of the allotment of Shares to you. |
TERMS AND CONDITIONS |
Capitalised terms have the meaning attributed to them in the Glossary at the end of this booklet.
1. Eligible Shareholders
1.1 You may participate in this SPP only if you are an Eligible Shareholder. An Eligible Shareholder is a person who, at 5.00pm on the Record Date, was recorded in Widespread's share register as being a registered holder of Shares.
1.2 Joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and the certification on the Application Form is taken to have been given by all of them.
1.3 If you are an Eligible Shareholder, your right to participate in this SPP is personal to you and non-renounceable.
1.4 Widespread reserves the right not to extend the offer in this SPP to Eligible Shareholders in a jurisdiction outside New Zealand, in circumstances where it considers that the legal requirements of that jurisdiction are such that it is unduly onerous for Widespread to make this offer in that jurisdiction.
2. Issue Price and Number of Shares
2.1 The Issue Price for Shares under this SPP is $0.0125.
2.2 If you are an Eligible Shareholder you may:
(a) Subscribe for your Entitlement which has been set at $1,000, comprising 80,000 Shares at the Issue Price by ticking the Entitlement box on the Application Form;
(b) Subscribe for your Entitlement and apply for Shortfall up to a maximum aggregate subscription of $5,000 comprising 400,000 Shares at the Issue Price by ticking the Entitlement box on the Application Form and entering the dollar amount of Shortfall Shares subscribed for;
(c) Do nothing and your Entitlement will lapse and the Shares comprised therein will form part of the Shortfall. You will receive nothing in respect of your lapsed Entitlement.
2.3 Eligible Shareholders may only apply for a maximum of 400,000 Shares under this SPP and may only make one application. This applies to all Eligible Shareholders, including those who receive more than one offer under this SPP (for example, because they hold Shares in more than one capacity) and including whether the Eligible Shareholder is applying through a Custodian or on his or her own behalf.
3. Custodian
3.1 Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee company and holds Shares in Widespread by reason only of acting for another person in the ordinary course of business of that trustee corporation or nominee company; or
(b) holds Shares in Widespread by reason only of being a bare trustee of a trust to which the Shares are subject,
is a custodian (Custodian) under this SPP.
3.2 Custodians may apply to purchase Shares for a higher aggregate subscription price than $5,000 but only up to the total value of Shares applied for by each beneficial owner for which the Custodian acts as a Custodian. Custodians may confirm to Widespread that they are holding Shares as a Custodian for beneficial owners by providing the written certification to Widespread described in clause 3.3 below. Each beneficial owner may only direct the Custodian to apply on behalf of that beneficial owner for one of the parcels described in clause 2.2(a) or 2.2(b) above. A separate Application Form must be completed for each beneficial owner.
3.3 If a Custodian applies to purchase Shares on behalf of a beneficial owner, the Custodian must certify to Widespread in writing together with the application:
(a) that the Custodian holds Shares directly or indirectly as a Custodian for beneficial owners;
(b) the number of those beneficial owners;
(c) in respect of each of the beneficial owners, how many Shares the beneficial owner or the beneficial owner's agent has instructed the Custodian to accept on behalf of that beneficial owner;
(d) that the Custodian undertakes not to accept on behalf of any of those beneficial owners for which it acts directly or indirectly as a Custodian, in any 12 month period, under this SPP or any similar arrangement, Shares in Widespread the total issue price of which is more than $5,000; and
(e) that the beneficial owner on whose behalf the Custodian is submitting an application is not making an application themselves as an Eligible Shareholder for Shares under this SPP, and no other Custodian is submitting an application under the SPP for that beneficial owner.
4. Completing the Application Form and Paying for Shares
4.1 If you wish to participate in this SPP, you must complete the Application Form and provide a cheque or money order in accordance with the instructions on the Application Form. Cheques must be drawn on a New Zealand bank account and be for immediate value.
4.2 Eligible Shareholders must send in a cheque or money order for the value of their Entitlement and any Shortfall applied for.
4.3 To be valid, applications must be received by Link Market Services Limited by 5.00pm on Friday, 13 June 2008. Applications received after that date will only be accepted at Widespread's discretion. Application Forms should be sent, with the cheque or money order to:
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By delivery: Widespread Portfolios Share Purchase Plan C/- Link Market Services Limited 138 Tancred Street |
By mail: Widespread Portfolios Share Purchase Plan C/- Link Market Services Limited PO Box 384 Ashburton |
5. Widespread's Discretion to Accept or Reject Applications
5.1 Widespread has discretion to accept or reject your application to purchase Shares under this SPP, including (without limitation) if:
(a) your Application Form is incorrectly completed or incomplete or otherwise determined by Widespread to be invalid;
(b) your cheque is dishonoured or has not been completed correctly;
(c) the cheque or money order that you enclose with your Application Form is not made out in New Zealand dollars for the exact amount of the parcel that you have selected on the Application Form;
(d) it appears that you are applying to buy more than $5,000 (in aggregate) of Shares (except if you are a Custodian applying on behalf of more than one beneficial owner in accordance with clause 3);
(e) your Application Form is received after the Closing Date. While Widespread has discretion to accept late Application Forms and cheques or money orders, there is no assurance that it will do so. Late Application Forms and cheques or money orders, if not processed, will be returned to you at your registered address. No interest will be paid on any application money returned to you;
(f) Widespread believes that you are not an Eligible Shareholder or Custodian; or
(g) Widespread considers that your application does not comply with these terms and conditions.
6. Significance of Sending in an Application
6.1 If you apply to participate in the SPP by completing and returning the Application Form:
(a) your application, on these terms and conditions, will be irrevocable and unconditional (i.e. cannot be withdrawn);
(b) you certify to Widespread that you are an Eligible Shareholder entitled to apply for Shares under these terms and conditions;
(c) you agree to be bound by the constitution of Widespread;
(d) you certify to Widespread that you are not applying for Shares under this SPP with an application price in excess of $5,000 even though you may have received more than one offer under this SPP or received offers in more than one capacity under this SPP;
(e) you authorise Widespread (and its officers or agents) to correct any error in, or omission from, your Application Form and to complete the Application Form by the insertion of any missing details;
(f) you acknowledge that Widespread may at any time irrevocably determine that your Application Form is valid, in accordance with these terms and conditions, even if the Application Form is incomplete, contains errors or is otherwise defective;
(g) you accept the risk associated with any refund that may be despatched to you by cheque to your address shown on Widespread's share register;
(h) you agree to indemnify Widespread for, and to pay to Widespread within five business days of demand, any dishonour fees or other costs Widespread may incur in presenting a cheque for payment which is dishonoured;
(i) you acknowledge that none of Widespread, its advisers or agents has provided you with investment advice or financial product advice, and that none of them has an obligation to provide advice concerning your decision to apply for and purchase Shares under this SPP;
(j) you acknowledge the risk that the market price for the Shares may change between the Record Date, the date that you apply for Shares under this SPP and the Allotment Date. A change in market price during this period will not affect the Issue Price but may affect the value of the Shares you receive under this SPP;
(k) you acknowledge that Widespread is not liable for any exercise of its discretions referred to in these terms and conditions; and
(l) you irrevocably and unconditionally agree to these terms and conditions and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of this SPP.
6.2 If a Custodian applies to purchase Shares under this SPP for a beneficial owner pursuant to clause 3, the certification referred to in clause 6.1(d) will be taken to be given by the beneficial owner on whose behalf the Custodian is applying to purchase Shares.
7. Scaling of Shortfall
7.1 The Shortfall will consist of the Shares comprised in all Entitlements that are not subscribed for by Eligible Shareholders on or before the Closing Date. Approximately 66 million Shares, in aggregate, are offered through Entitlements under this SPP. The exact number of Shares offered will be calculated at 5pm on the Record Date by reference to the number of Eligible Shareholders recorded in the Widespread share register.
7.2 If Widespread receives applications for Shares from the Shortfall that are in excess of the size of the Shortfall, it may undertake a scale back of the Shortfall applications. If Widespread undertakes a scale back, it will do so pro rata across all applications for Shortfall that are received. In this case application monies received for Shortfall will be greater than the value of the Shares actually allotted. In such event, the difference between the value of the Shares allotted and application monies received will be refunded to the affected applicants within two weeks of the Closing Date. No interest will be paid on refunded monies.
8. The Shares
8.1 Shares issued under this SPP will rank equally with, and have the same voting rights, dividend rights and other entitlements as, existing fully paid Shares in Widespread.
9. Financial Statements
9.1 You may obtain free of charge the most recent annual report and financial statements of Widespread by contacting Widespread (see the Company Directory for details), or you may download these reports from the Widespread website at www.widespread.co.nz.
10. Amendments to the SPP and Waiver of Compliance
10.1 Notwithstanding any other term or condition of this SPP and/or the Application Form, Widespread may, at its discretion:
(a) make non-material modifications to this SPP or such terms and conditions (in which applications for Shares under this SPP will remain binding on the applicant notwithstanding such modification and irrespective of whether an Application Form was received by Link Market Services Limited before or after such modification is made); and/or
(b) suspend or terminate this SPP at any time prior to the allotment of the Shares under this SPP. If this SPP is terminated, application monies will be refunded to applicants within two weeks of the Closing Date. No interest will be paid on refunded monies.
10.2 Subject to law and the NZSX listing rules, Widespread reserves the right to waive compliance with any provision of these terms and conditions. If Widespread waives compliance with any provision of these terms and conditions, such waiver will apply to all Eligible Shareholders.
11. Governing Law
11.1 These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand.
12. Dispute Resolution
12.1 If any dispute arises in connection with this SPP, Widespread may settle it in any manner it thinks fit. It may do so generally or in relation to any particular participant, application or Share. Widespread's decision will be final and binding.
13. Inconsistency
13.1 Unless otherwise determined by the directors of Widespread, in the event of any inconsistency between the terms and conditions of this SPP and Widespread's constitution, Widespread's constitution shall prevail.
Signed by all Directors of Widespread Portfolios Limited:
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Christopher David Castle |
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ADDITIONAL Information When the Issue Price was Fixed The Issue Price was fixed on 1 May 2008. Procedure for Fixing the Issue Price The Issue Price has been set at a price that represents a 4% discount to the average end of day market price of ordinary shares for the period of 15 April 2008 to 30 April 2008. Relationship Between Issue Price and Market Price The market prices of shares in all publicly listed companies are exposed to general market volatility arising from factors that may be external to the operations of the individual companies themselves. These factors may include investor sentiment, stock market volatility, interest rate changes and domestic or international economic conditions or political uncertainty. Consequently it is possible that the market price for Shares may vary from the Issue Price prior to Shares under this SPP being allotted. If the market price of Shares falls below the Issue Price then an investor in this SPP may experience a fall in value of their newly purchased Shares after they are allotted. Alternatively if the market price of Shares rises above the Issue Price then such investors may experience a capital gain from the newly purchased Shares after they are allotted. Listing of SPP Shares The Shares offered under this SPP have been accepted for listing by NZX and will be quoted on completion of allotment procedures. However, NZX accepts no responsibility for any statement in this booklet. Glossary Allotment Date By Friday, 20 June 2008. Application Form The personalized application form relating to this SPP that you received with this booklet, including the instructions on the reverse of the form. Closing Date Friday 13 June 2008. Custodian See clause 3 for the definition of "Custodian". Eligible Shareholder A person who, at 5.00pm on the Record Date, was recorded in Widespread's share register as being a registered holder of Shares and having an address in New Zealand. Entitlement Each Eligible Shareholder's entitlement to $1,000 of Shares under this SPP. Issue Price The price at which the Shares will be issued pursuant to this SPP, being $0.0125 per Share. NZX New Zealand Exchange Limited NZSX The main board equity security market operated by NZX. Opening Date Friday, 16 May 2008 Record Date Thursday, 15 May 2008 Shares Ordinary shares of Widespread Portfolios Limited which are, or once allotted under this SPP will be quoted on the NZSX under the code WID Shortfall The Shares comprising all Entitlements that are not subscribed for which Eligible Shareholder's may apply for in addition to their own Entitlement subject to availability and a maximum aggregate subscription limit under this SPP of $5,000 per Eligible Shareholder. SPP The Share Purchase Plan detailed in this booklet. company directory Widespread Portfolios Limited The Sandspit State Highway 60 Onekaka Golden Bay 7142 Email: chris@widespread.co.nz Directors Linda Jane Sanders Marion Ruth Franks Christopher David Castle Keith Thomas Hindle Jill Elizabeth Hatchwell Share Registrar Link Market Services Limited Legal Advisors Quigg Partners Level 7 28 Brandon Street PO Box 3035 Wellington
Telephone: 03 525 9170
Website: www.widespread.co.nz
138 Tancred Street
PO Box 384
Ashburton
Telephone: 03 308 8887
