Download the Summary of Envestra's
Distribution Reinvestment Plan as a PDF document (PDF 138kb) for printing purposes.
You
will need Adobe Acrobat Reader to view this file.
The reader can be downloaded for free from Adobe.
Summary of the Envestra Limited Distribution Reinvestment Plan
1.What is the Plan?
The Plan will enable you, as a security holder in Envestra Limited (“Envestra”) to reinvest all or part of any eligible repayment of principal and interest paid on your loan notes in additional stapled securities in Envestra instead of receiving that distribution in cash.
2. When will the Plan commence?
The Plan will commence immediately and will apply to the distribution of principal and interest to be paid on the loan notes for the six months ending 30 September 2005.
3. Must I participate in the Plan?
Your participation in the Plan is optional. If you elect to reinvest your distribution, additional stapled securities will be issued to you shortly following the date for payment of each eligible distribution. You will receive a statement setting out the number of stapled securities issued to you, the price per stapled security and other information relevant to the distribution.
4. Am I eligible to participate?
All Australian resident holders of stapled securities in Envestra may participate in the Plan.
If you are a resident or citizen of a country other than Australia, or you hold stapled securities on behalf of such a person, you will not be able to participate under the Plan if the Directors decide that it is unlawful or impractical for persons in that country to participate in the Plan. The Directors have resolved for the time being that residents of New Zealand will be entitled to participate in the Plan. Residents of other countries should seek their own advice about participation in the Plan.
5. How do I join the Plan?
If you wish to participate in the Plan, you must complete and sign an application form and return it to Envestra’s share registry. An application form accompanies this booklet. To obtain additional application forms, please contact the Envestra’s share registry:
Link Market Services Limited
Telephone 02 8280 7111
Your participation in the Plan will, in general, commence with the first eligible distribution payment after receipt of your completed application form before the record date for that distribution. If your form is received after the record date for an eligible distribution, it will not be effective until Envestra’s next eligible distribution.
6. What is an eligible distribution?
Envestra will announce when the Plan applies to a particular loan note principal and/or interest payment. If the Plan applies to a distribution by way of loan note principal and/or interest, it is an eligible distribution.
Envestra has announced that the Plan will apply to the distribution for the six months ending 30 September 2005. Your application must be submitted by the record date for the distribution which is expected to be 17 November (to be confirmed in early November).
Although Envestra does not currently pay dividends on the share component of its stapled securities, the Directors may determine that the Plan will also apply in the future to any such dividends.
7. If I participate, do all my stapled securities participate in the Plan?
If you wish to participate in the Plan, you need to complete the application form and return it to Envestra’s share registry.
When you complete the application form you have two options:
Full Participation
If you elect full participation, distributions on all of your stapled securities will be reinvested in acquiring new stapled securities. Eligible distributions on any stapled securities you may acquire in the future will also be reinvested in this way.
Partial Participation
If you elect partial participation, you nominate a number of your stapled securities, which participate in the Plan. Only the eligible distributions paid on those stapled securities that you nominate will be reinvested in acquiring new stapled securities. You will receive your distribution on the rest of your stapled securities in the normal way. If you buy more stapled securities, those stapled securities will NOT participate in the Plan unless you lodge a notice of variation. If you hold less stapled securities than the number of stapled securities you have specified in the application form, then the distributions on the stapled securities that you actually hold will be reinvested.
The Directors may, from time to time, set minimum or maximum participation limits (whether in respect of a particular distribution or eligible distributions generally), which will limit the number of stapled securities that you may nominate to participate in the Plan. However, at this time the Directors have not set any minimum or maximum limits.
8. How is my entitlement calculated and how are stapled securities issued?
Following the payment of an eligible distribution by Envestra, the funds (less any withholding tax) will be credited to a “DRP account” that Envestra will establish for you. Envestra will then determine the maximum whole number of stapled securities that will be issued to you under the Plan, by dividing the amount of your distribution by the subscription price (see below). In the case of fractional entitlements, the number of stapled securities that you will be entitled to under the Plan will be rounded up to the nearest whole number.
9. What is the subscription price of stapled securities under the Plan?
Stapled securities will be issued to you at an amount based on the weighted average market price of Envestra’s stapled securities over a period determined by the Directors. The Directors may determine in relation to all or any distributions paid that stapled securities will be issued under the Plan subject to a discount below that price. At this time, the Board has determined that a 2.5% discount will apply to the allocation of new securities related to the September 2005 distribution.
10. What type of stapled securities will I get under the Plan?
You will be issued fully paid ordinary stapled securities by Envestra under the Plan. An application will be made by Envestra for any new securities issued to you to be listed on the ASX and they will rank equally with Envestra’s existing stapled securities.
11. What record do I have of my participation in the Plan?
After each eligible distribution payment, you will receive a statement that details the level of your participation (i.e. full or partial) in the Plan, the amount and date of the distribution paid, the number of stapled securities issued to you under the Plan and the subscription price of those stapled securities under the Plan.
12. Can I sell stapled securities that participate in the Plan or that are issued
to me under the Plan?
You may sell any of your stapled securities at any time. This includes your participating stapled securities in the Plan and the stapled securities that you are issued when your distributions are reinvested. If you elect for “full participation” and then sell some of your stapled securities, the distributions on your remaining stapled securities will continue to be reinvested under the Plan. If you elect for “partial participation” and then sell some of your stapled securities, the number of stapled securities sold will be deemed first to be your non-participating stapled securities and then, once they are all deemed to be sold, your participating stapled securities under the Plan.
13. What happens if I exceed any maximum or minimum participation limit?
At present, the Directors have not set any maximum or minimum participation limit. However:
- if the number of your participating stapled securities exceeds any maximum limit set by the Directors, you are deemed to have elected to participate to that limit. Any of your stapled securities in excess of the limit will not participate in the Plan and you will receive distributions in the usual way in respect of those stapled securities; and
- if the number of your stapled securities which are participating in the Plan is less than any minimum participation limit set by the Directors, you will be deemed to have no stapled securities participating in the Plan. Instead you will receive distributions on all of your stapled securities.
If any maximum or minimum participation limit is set and then later lifted, your participation in the Plan will revert back to the levels you elected on your original application form (or latest notice of variation).
14. How do I change my participation or withdraw from the Plan?
You may vary your level of participation in the Plan or withdraw from the Plan at any time by giving a notice of variation to Envestra’s share registry. You can obtain a notice of variation by contacting Envestra’s share registry. The notice of variation will be effective in relation to an eligible distribution with a record date next occurring after your notice is received.
15. Can the Plan be varied or terminated by the Directors?
The Directors may vary the Rules of the Plan at any time by notice to the ASX. The Directors may also suspend or terminate the operation of the Plan at any time by notice to the ASX.
16. What are the taxation implications of participating?
The distributions reinvested will be treated for taxation purposes in the same way as if they were paid in cash. Stapled securities issued under the Plan may be subject to either income tax or capital gains tax when you sell them. The taxation treatment of stapled securities and distributions under Australian law can be quite complex. These comments are general in nature only. You should seek professional taxation advice in relation to your individual circumstances.
17. What is the timetable for the operation of the Plan?
The following timetable is an example of the relevant time periods that would apply to a distribution of principal and interest on the loan notes under the Plan:
Enquiries
If you wish to enquire further about the Plan, please contact Envestra’s share registry:
Link Market Services Limited
Telephone 02 8280 7111
A copy of Envestra’s most recent annual report and financial statements complying with the Corporations Act 2001 is available here.
Under the Corporations Act 2001 and pursuant to relief obtained by Envestra from ASIC, a prospectus is not required to be lodged or registered in relation to stapled securities to be issued under the Plan described in this booklet. If you are in any doubt as to whether to participate in the Plan, you should consult your own financial adviser.
The Rules of the DRP are available here or if you require a hard copy, contact Link Market Services.