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- 1. Definitions and Interpretation
- 2. Commencment of DRP
- 3. Eligible Dividends
- 4. Entitlement to Participate
- 5. Applying to Participate
- 6. DRP Account
- 7. Operation of DRP
- 8. Securities Issued Under the DRP
- 9. Variation of, or Withdrawal from, DRP
- 10. Suspension
- 11. Termination of the DRP
- 12. Amendment to DRP
- 13. Inconsistency
- 14. Dispute Resolution
- 15. Notices From Envestra
- 16. Trading Rules
- 17. General
Envestra Limited Dividend Reinvestment Plan (as amended 28 August 2009
1 Definitions and Interpretation
1.1 Definitions
In this document:
“ASX” means ASX Limited or the stock market operated by ASX Limited (as the context requires).
“Board” means the directors of Envestra acting collectively under the Constitution or the committee or person to whom the Board has delegated a relevant power in accordance with the Constitution or the Corporations Act 2001 (Cth) (or both).
“Constitution” means the constitution of Envestra.
“Dividend Payment” means for an Eligible Member, the Eligible Dividend multiplied by the number of Shares held by that Eligible Member as at the relevant Record Date, less any withholding tax or any other amounts Envestra is entitled or required to deduct from the payment.
“Dividend Payment Date” means the date on which an Eligible Dividend is payable as announced by Envestra.
“DRP” means the dividend reinvestment plan of Envestra constituted by these Rules.
“DRP Account” means an account established and maintained under Rule 6.
“DRP Participant” means an Eligible Member:
- (a) whose application to participate in the DRP has been approved by the Board under Rule 5; and
- (b) who has not ceased to participate by force of Rule 9.
“DRP Share” means a Share that is a DRP Share under Rule 5.5.
“Eligible Dividend” has the meaning given in clause 3.
“Eligible Member” means, subject to Rules 4.2 and 9.2, a member of Envestra registered as the holder of Shares.
“Envestra” means Envestra Limited ABN 19 078 551 685.
“Ineligible Jurisdiction” means a country or jurisdiction (other than Australia or a jurisdiction within Australia) that the Board resolves is an Ineligible Jurisdiction for the purposes of these Rules unless and until the Board otherwise determines.
“Listing Rules” means the Listing Rules of ASX as they apply to Envestra for the time being.
“Price” means an amount which is based on the volume weighted average market price of Shares sold during the ordinary course of trading on ASX during a specified time period determined by the Board less a discount (if any) determined by the Board in their absolute discretion and notified to Eligible Members (rounded up to the nearest cent). For the purpose of determining the volume weighted average market price, the Board may exclude trades otherwise than in the ordinary course of trading.
“Record Date”, in relation to an Eligible Dividend, means the date and time at which entitlements for the Eligible Dividend are calculated.
“Register” means the register of Share holders of Envestra.
“Registry” means Link Market Services Limited or any other registry notified to Eligible Members from time to time.
“Rules” means these rules of the DRP as varied from time to time.
“Share” means an ordinary share in Envestra.1.2 Interpretation
Headings are for convenience only, and do not affect interpretation. The following Rules also apply in interpreting this document, except where the context makes it clear that a Rule is not intended to apply.
- (a) A singular word includes the plural, and vice versa.
- (b) A word which suggests one gender includes the other genders.
- (c) If a word is defined, another part of speech has a corresponding meaning.
- (d) If an example is given of anything (including a right, obligation or concept), for example by saying it includes something else, the example does not limit the scope of that thing.
2 Commencement of DRP
The DRP operates on and from the date decided by the Board and notified to Eligible Members.
3 Eligible Dividends
For the purpose of these Rules, “Eligible Dividend” means a dividend to be paid in respect of the Shares which the Board determines and notifies Eligible Members to be an Eligible Dividend for the purposes of the DRP.
4 Entitlement to Participate
4.1 Participation Optional
Subject to Rules 4.2 and 9.2, each Eligible Member may participate in the DRP at the Eligible Member’s option. Participation is not transferable and may be varied or terminated at any time by the Eligible Member under Rule 9.
4.2 Foreign Jurisdictions
The Board may resolve that Eligible Members are not permitted to participate in the DRP to the extent that:
- (a) the Eligible Member’s address in the Register is in an Ineligible Jurisdiction; or
- (b) the Eligible Member is, or holds Shares on behalf of a person who is, a citizen of or resident in an Ineligible Jurisdiction
5 Applying to Participate
5.1 Participation
Subject to Rule 5.2, an Eligible Member may apply to participate in the DRP in respect of some or all of their Shares by making a written application to Envestra in the form approved by the Board. If Shares are jointly held by two or more Eligible Members, all joint holders of such Shares must sign a single application for it to be valid. If one or more of the joint holders of the Shares is not an Eligible Member, none of the joint holders can apply to participate in the DRP with respect to the Shares jointly held.
5.2 Separate Accounts
- (a) If an Eligible Member is shown in the Register as holding more than one parcel of Shares and has been allocated a unique security holder identification number for each of those parcels:
- (i) a separate application is required for each of those parcels; and
- (ii) these Rules apply as if each of those parcels were registered in the name of a separate Eligible Member.
- (b) If the Board sets a limit on participation pursuant to clause 5.6 and a security holding appearing in the Register relates to a broker’s clearing account or a trustee or nominee and the broker, trustee or nominee notifies Envestra (in a form approved by the Board) that the relevant Shares are held for a number of different persons and specifies the number of Shares held for each of such persons (although the names of such persons need not be specified), then each such holding shall be taken to represent a separate Eligible Member and these Rules will apply accordingly.
5.3 Effect of Application
By applying to participate in the DRP, the Eligible Member agrees to be bound by the Constitution in
respect of all Shares issued or transferred to the Eligible Member under the DRP and:
- (a) warrants to Envestra that he or she is an Eligible Member;
- (b) agrees to accept the issue or transfer of Shares under the DRP in satisfaction of the Eligible Member’s right to payment of dividends to the extent of the Price debited to the Eligible Member’s DRP Account under clause e in respect of one or more relevant Eligible Dividends in relation to the Eligible Member’s DRP Shares;
- (c) acknowledges that any balance standing to the credit of the Eligible Member’s DRP Account represents a deferral of the Eligible Member’s right to payment of dividends, which balance may be debited as a result of a later issue or transfer of Shares under the DRP;
- (d) authorises Envestra (and its officers or agents) to correct any error in, or omission from, the application (or any later notice of variation);
- (e) acknowledges that Envestra may at any time irrevocably determine that the application (or any later notice of variation) is valid, in accordance with these Rules, even if the application (or any later notice of variation) is incomplete, contains errors or is otherwise defective;
- (f) acknowledges that Envestra may reject any application (or any later notice of variation) in accordance with these Rules;
- (g) agrees to the appointment of a nominee by Envestra as the Eligible Member’s agent to acquire Shares on market or off market, where Envestra decides to acquire existing Shares in accordance with clause 7.3.
- (h) acknowledges that neither Envestra nor the Registry has provided the Eligible Member with investment advice or financial product advice concerning his or her decision to apply to participate in the DRP and that neither has any obligation to provide this advice; and
- (i) unconditionally agrees to the Rules and agrees not to do any act or thing which would be contrary to the spirit, intention or purpose of the DRP, in each case, at all times until termination of the DRP or of the Eligible Member’s participation in the DRP.
5.4 Applications
- (a) Subject to paragraph b, applications to participate in the DRP will be effective on receipt by the Registry subject to approval by the Board (which may be withheld in any case in the absolute discretion of the Board).
- (b) An application or notice of variation which is received by the Registry after the Record Date for an Eligible Dividend is not effective for that Eligible Dividend, but takes effect in respect of the next Eligible Dividend.
- (c) Envestra has no obligation to correct an invalid application on behalf of any Eligible Member.
5.5 DRP Shares
Subject to Rules 5.6, 7.7 and 9:
- (a) if a DRP Participant indicates in his or her application (or most recent notice of variation given under Rule i) that:
- (i) all the Shares registered in his or her name are to participate in the DRP, all the Shares registered in the name of that DRP Participant at or after the DRP Participant’s application was approved by the Board (or receipt by Envestra of the notice of variation) are DRP Shares;
- (ii) only some of the Shares registered in his or her name are to participate in the DRP, subject to paragraph b, the number of Shares specified in the DRP Participant’s application (or notice of variation) are DRP Shares;
- (b) if the number of Shares registered in the name of a DRP Participant on any Record Date for an Eligible Dividend is less than the number of Shares that are DRP Shares of the DRP
Participant as determined under paragraph ii, all the Shares registered in the name of the DRP
Participant on that Record Date are DRP Shares;- (c) if an application does not specify either full or partial participation (as contemplated by paragraph a) the application will be deemed to be for full participation in the DRP.
5.6 Limit on Number of DRP Shares
The Board may resolve that not more or less than a specified number of Shares registered in an Eligible Member’s name may be DRP Shares (provided that such limit is the same for all Eligible Members). If the Board does so, Envestra must notify Eligible Members accordingly. Once notified, each DRP Participant’s participation will be subject to that maximum or minimum. If the number of any DRP Participant’s proposed DRP Shares (as determined under Rule 5.5):
- (a) exceeds the maximum number specified in the resolution, the DRP Participant’s DRP Shares will be taken to be the maximum number specified in the resolution; or
- (b) is less than minimum number specified in the resolution, none of the DRP Participant’s Shares will be DRP Shares.
6 DRP Account
6.1 Establish and Maintain DRP Account
Envestra must establish and maintain a DRP Account in respect of each DRP Participant.
6.2 Interest Not Accrued
Amounts standing to the credit of a DRP Account do not accrue any interest.
7 Operation of DRP
7.1 Eligible Dividend
The DRP applies only in respect of DRP Shares of a DRP Participant on which an Eligible Dividend is payable.
7.2 Reinvestment Procedure
Subject to this Rule 7, in respect of each Eligible Dividend, Envestra must:
- (a) calculate the amount of the Eligible Dividend payable to each DRP Participant on the DRP
Participant’s DRP Shares;- (b) calculate (if applicable) the Australian withholding tax payable (or other amount that Envestra is entitled or required to deduct from the Eligible Dividend) in respect of that Eligible Dividend in relation to the DRP Participant’s DRP Shares;
- (c) credit the amount calculated under paragraph a and debit the applicable withholding tax or other amount (if any) calculated under paragraph b to the DRP Participant’s DRP Account;
- (d) calculate the number of fully paid Shares to be issued or transferred to the DRP Participant in accordance with Rule 7.4;
- (e) on behalf of and in the name of the DRP Participant, apply for or purchase that number of fully paid Shares and debit the DRP Participant’s DRP Account with the total Price for those Shares;
- (f) issue or cause to be transferred that number of Shares to the DRP Participant in accordance with Rule 7.4; and
- (g) reset the balance of the DRP Account to nil.
7.3 Issue New Shares or Purchase Existing Shares
- (a) The Board in its absolute discretion will determine with respect to the operation of the DRP for any Eligible Dividend whether to issue new Shares or to cause the purchase and transfer of existing Shares to an Eligible Member, or to apply a combination of both options, to satisfy Envestra’s obligations under these Rules
- (b) If the Board determines to cause the purchase and transfer of Shares to Eligible Members, the Shares may be acquired in such manner as the Board considers appropriate, including through a broker in the market.
7.4 Number of Shares to be Issued
Subject to the discretion of the Board, the number of Shares to be issued or transferred to each DRP Participant in relation to an Eligible Dividend is the number determined in accordance with the following formula (“N”) (rounded up to the nearest whole number):
Where:
“C” is the amount standing to the credit of the DRP Participant’s DRP Account after the steps in paragraphs a, b and c of Rule 7.2 have been completed (inclusive of any balance standing to the credit of the DRP’s Participant’s DRP Account before those steps were commenced); and
“P” is the Subscription Price determined for the Eligible Distribution.
7.5 Issue of Securities
The Securities to be Issued under the DRP must be Issued fully paid up as soon as practical after the relevant Distribution Payment Date. Envestra must promptly (and, in any event, within the time period required by the Listing Rules) make application for those Securities to be quoted on ASX in accordance with the Listing Rules.
7.6 No Obligation to Issue
Despite anything contained in these Rules, neither Envestra nor the Board has any obligation to issue or cause to be transferred Shares to a DRP Participant under the DRP to the extent that to do so would or might (in the opinion of the Board):
- (a) result in a breach of the Constitution; or
- (b) contravene any law or the rules of any stock exchange on which the Shares are listed.
To the extent that this Rule applies in relation to a DRP Participant, Envestra must pay the amount standing to the credit of his or her DRP Account, after the steps in paragraphs a, b and c of Rule 7.2 have been completed, to the DRP Participant on the relevant Dividend Payment Date, and must not issue or cause to be transferred any Shares to the DRP Participant under the DRP.
7.7 Securities Which May Not Participate in the DRP
Despite anything contained in these Rules, Envestra need not issue or cause to be transferred any Shares to a DRP Participant under the DRP if:
- (a) Envestra is, or would be, entitled to retain all or part of the Eligible Dividend which is, or would be, payable in respect of the DRP Participant’s DRP Shares; or
- (b) Envestra is, or would be, entitled to a charge or lien over any of the DRP Participant’s DRP Shares.
8 Securities Issued Under the DRP
8.1 Rights Attaching Shares
Shares issued under the DRP will rank equally in all respects with existing Shares and therefore will carry the same voting rights, dividend rights and other entitlements.
8.2 Holding Statements
Envestra must send a holding statement for Shares issued or transferred under the DRP to DRP Participants as soon as practical after the Shares are issued or transferred (and in any event within the period required by the Listing Rules).
8.3 DRP Statements
On, or as soon as practicable after, each Dividend Payment Date, Envestra must forward to each DRP Participant a statement in a form determined by the Board that may include, for example:
- (a) the number of the DRP Participant’s DRP Shares as at the relevant Record Date;
- (b) the amount of the relevant Dividend Payment in respect of the DRP Participant’s DRP Shares (including any amounts deducted from the dividend payable);
- (c) the number of Shares issued or transferred to the DRP Participant under these Rules and the date of issue or transfer of those Shares;
- (d) the DRP Participant’s total holding of Shares after the issue or transfer of Shares under the DRP;
- (e) the Price of each Share issued or transferred to the DRP Participant under the DRP; and
- (f) any other matters required by law to be included.
8.4 No Brokerage or Commission
No brokerage, commission, stamp duty or other transaction costs are payable on Shares issued or transferred under the DRP under present law at the date of these Rules.
8.5 Taxation
Envestra takes no responsibility for the taxation liabilities of any DRP Participant. DRP Participants should obtain their own separate taxation advice, if required.
8.6 Overseas Participants
Eligible Members resident in countries other than Australia are responsible for obtaining any approvals from relevant authorities for participation in the DRP.
9 Variation of, or Withdrawal from, DRP
9.1 Variation or Withdrawal by Notice
- (a) A DRP Participant may:
- (i) vary the number of his or her Shares participating in the DRP; or
- (ii) cease participating in the DRP, by giving a written notice of variation to the Registry of his or her decision to do so in the form prescribed by the Board.
- (b) Subject to paragraph c, a notice given under paragraph a is effective from the time it is
received by the Registry.- (c) A notice given under paragraph a which is received after the Record Date for an Eligible
Dividend is not effective for that Eligible Dividend, but takes effect in respect of the next
Eligible Dividend.9.2 Death or Bankruptcy of DRP Participants
If a DRP Participant dies or becomes bankrupt or is wound up, the participation of that DRP Participant ceases when the Registry receives notice of the death, bankruptcy or winding up, as the case requires. The death, bankruptcy or winding up of one joint Shareholder will not terminate the participation by the joint holders that constitute a DRP Participant.
9.3 Variation or Withdrawal Without Notice
- (a) Where all of a DRP Participant’s Shares are DRP Shares and the DRP Participant disposes of some only of those Shares, then subject to this Rule 9, the remaining Shares held by the DRP Participant continue to be DRP Shares.
- (b) Where some only of a DRP Participant’s Shares are DRP Shares and the DRP Participant disposes of part of the DRP Participant’s total holding of Shares, then the Shares disposed of
are deemed not to be DRP Shares. If the number of Shares disposed of is more than the number of the DRP Participant’s Shares which are not DRP Shares, the disposal is deemed to
include all the DRP Participant’s Shares which are not DRP Shares, and the balance (if any) will be deemed to be DRP Shares.- (c) Where a DRP Participant disposes of all the DRP Participant’s Shares, the DRP Participant is deemed to have terminated participation in the DRP on the date Envestra registers a transfer or instrument of disposal of the Shares.
10 Suspension
10.1 Suspension of the DRP
The Board may suspend operation of the DRP in its absolute discretion either before or after a determination that a dividend is an Eligible Dividend, or the taking of any other step under these Rules.
10.2 Period of Suspension
Suspension under Rule 10.1 takes effect from the date decided by the Board and continues until the Board resolves to recommence the DRP or terminate it. The date of suspension and the date of any recommencement of the DRP must be notified to Eligible Members by Envestra.
10.3 Recommencing Operation of the DRP
The Board may resolve to recommence operation of the DRP following a suspension on any conditions it thinks appropriate.
10.4 Participation Continues
Subject to Rule 9, each Eligible Member who was a DRP Participant immediately before the suspension commenced is taken to continue to participate in the DRP when it recommences.
11 Termination of the DRP
The Board may resolve to terminate the DRP. Envestra must notify Eligible Members of the date of termination.
12 Amendment to DRP
12.1 Amendment
The Board may vary these Rules (including the definition of Price in Rule 1.1) as it thinks appropriate. Envestra must notify Eligible Members of any variation.
12.2 Amendment Does Not Affect Participation
Subject to Rule 9, each DRP Participant is taken to continue to participate in the DRP as varied.
13 Inconsistency
Unless otherwise determined by the Board, in the event of any inconsistency between these Rules and the Constitution, the terms of the Constitution shall prevail.
14 Dispute Resolution
The Board may settle any difficulties, anomalies or disputes which arise in connection with, or because of, the operation of the DRP, in the manner it thinks expedient either generally or in relation to a particular Eligible Member or Share. The decision of the Board is binding on all Shareholders.
15 Notices From Envestra
A notice required by these Rules to be given to Eligible Members by Envestra may be given by:
- (a) giving the notice to ASX for release to the market (in which case the notice is taken to be given on the date on which it is first given to ASX); or
- (b) sending the notice to the registered addresses of the Eligible Members in accordance with article 21 of the Constitution (in which case the notice is taken to be given on the date determined in accordance with that article of the Constitution); or
- (c) a combination of the above methods (in which case the notice is taken to be given on the date on which it is first given to ASX).
16 Trading Rules
16.1 Consistency with Trading Rules
For so long as Envestra remains admitted to the official list of ASX, despite anything else contained in these Rules:
- (a) if the Trading Rules prohibit an act being done by Envestra, the act shall not be done;
- (b) nothing contained in these Rules prevents an act being done by Envestra that the Trading Rules require to be done;
- (c) if the Trading Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
- (d) if the Trading Rules require these Rules to contain a provision and they do not contain that provision, these Rules are taken to contain that provision;
- (e) if the Trading Rules require these Rules not to contain a provision and they contain that provision, these Rules are deemed not to contain that provision; and
- (f) if any of these Rules are or become inconsistent with the Trading Rules, these Rules are to be taken not to contain that provision to the extent of the inconsistency.
16.2 Definition of Trading Rules
In Rule 16.1, “Trading Rules” means:
- (a) the Listing Rules; and
- (b) the ASX market rules (or other operating rules of a clearing and settlement facility that is a prescribed CS facility under the Corporations Act 2001 (Cth)), as they apply to Envestra for the time being.
17 General
17.1 Governing Law
The DRP, its operation and these Rules are governed by the laws of South Australia.
17.2 Delegation of Powers
The Board may delegate any of its powers, discretions or functions under these Rules to any person including the Registry.
17.3 Accidental Omissions
The accidental omission by Envestra to give a notice of variation, suspension or termination, or the non-receipt of any notice by any member of Envestra, does not invalidate the variation, suspension or termination (as the case may be).
17.4 Waiver
Envestra reserves the right to waive strict compliance with any of these Rules.
17.5 Disclaimer of Liability
Neither Envestra nor any officer of Envestra will be liable or responsible to any DRP Participant for any loss or alleged loss or disadvantage suffered or incurred by a DRP Participant as a result, directly or indirectly, of the establishment or operation of the DRP or participation in the DRP or in relation to any advice given with respect to participation in the DRP.17.6 Underwriting
Envestra may arrange for the DRP to be fully or partially underwritten with one or more underwriters in respect of a particular Eligible Dividend on terms and conditions determined by the Board in its absolute discretion.
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Earnings Revision – Year ended 30 June, 2010
