AWF
24/10/2014 09:04
GENERAL
REL: 0904 HRS AWF Group Limited
GENERAL: AWF: Disclosure Document - Redemption Of Restricted Shares
AWF GROUP LIMITED
("Company")
DISCLOSURE DOCUMENT RELATING TO THE
REDEMPTION OF RESTRICTED SHARES
(Section 71(5) of the Companies Act 1993)
TO: ALL SHAREHOLDERS
INTRODUCTION
This document is provided to all shareholders in accordance with the
requirements of sections 71(5) of the Companies Act 1993. It sets out
details of a proposal by the Company to redeem restricted A shares which were
issued by the Company in 2012 under the AWF Group Restricted Share Scheme
("Scheme").
This document is provided to you for your information. You are not required
to take any action in relation to it.
THE SCHEME
A total of 192,600 restricted A shares and 128,400 restricted B shares have
been issued to senior staff of the Company under the Scheme for an issue
price of $2.50 per restricted share. The Company provided participants in
the Scheme with an interest free loan to fund the subscription price for
their restricted shares.
Restricted shares carry the same rights to receive dividends and other
distributions as the Company's ordinary shares.
It is a condition of the Scheme that, in order for a holder's restricted
shares to be reclassified as ordinary shares, the holder has to remain in
continuous employment with the Company until a specified date (the
"Qualification Date"). If this condition is not satisfied the Company has an
option to redeem the restricted shares issued to the relevant participant for
a redemption price equal to the issue price of those shares (ie $2.50 per
restricted share). The Company also has an option to redeem a participant's
restricted shares for the same redemption price where this condition is
satisfied but the relevant participant has not repaid his or her loan within
a prescribed time period. The proceeds from any redemption must be applied
in repayment in full of the relevant participant's loan.
BUYBACK AND REDEMPTION
Two participants in the Scheme, David Sutherland and Brent Mulholland are no
longer employed by the Company. They each left the employment of the Company
after the Qualification Date in respect of their restricted B shares but
before the Qualification Date in respect of their restricted A shares.
Accordingly, the Company has an option to redeem the restricted A shares held
by Mr Sutherland and Mr Mulholland.
The Company does not yet have a right to redeem the restricted B shares held
by Mr Sutherland and Mr Mulholland as the period in which they have to repay
the loan received from the Company in respect of those restricted shares has
not yet expired. Accordingly, the directors have resolved that the Company:
o redeem the following restricted A shares issued under the Scheme:
o 36,000 restricted A shares issued to Mr Sutherland; and
o 28,800 restricted A shares issued to Mr Mulholland; and
The consideration for the redemption of the restricted A shares is $2.50 per
restricted share. The proceeds of the redemption of the restricted A shares
will be applied by the Company in repayment in full of the loans made to Mr
Sutherland's and Mr Mulholland's under the Scheme.
The restricted A shares will be cancelled immediately upon redemption.
OTHER INFORMATION
The text of the board resolution authorising the Company to redeem the
restricted A shares and the reasons for the directors' conclusions in
relation to this resolution is set out in the Schedule to this disclosure
document.
The redemption of the restricted A shares may take place not less than 10
working days and not more than 30 working days after this disclosure document
has been sent to all shareholders.
If you have any questions regarding this disclosure document, please contact
the Company's Company Secretary Paul Mens on (09) 526 2646 or
[email protected].
DATED: 24 October 2014
SIGNED:
Ross Keenan - Chairman
For and on behalf of the board of directors
SCHEDULE
TEXT OF BOARD RESOLUTION PASSED ON 21 October 2014
Note:
References in the following resolutions to:
"Restricted A Shares" means the 36,000 restricted A shares in the Company
held by David Sutherland and the 28,800 restricted A shares in the Company
held by Brent Mulholland.
The text of the board resolution authorising the Company to redeem the
Restricted A Shares pursuant to section 71 of the Companies Act 1993 is as
follows:
(a) The redemption of Restricted A Shares is of benefit to the Company's
remaining shareholders.
(b) The consideration for the redemption of the Restricted A Shares is fair
and reasonable to the Company's remaining shareholders.
The reasons for the directors' conclusions in relation to the above
resolutions were as follows:
(a) The redemption of the Restricted A Shares is being undertaken in
accordance with the terms of the Scheme.
(b) The ability of the Company to redeem shares from participants who have
ceased to be employed by the Company on the relevant date is a key aspect of
the Scheme which increases the alignment of interests between participating
senior staff and shareholders.
(c) The consideration for the redemption of the Restricted A Shares is equal
to the issue price of the relevant restricted shares and will be used to
repay the loans made by the Company in respect of those restricted shares as
is provided for in the terms of the Scheme.
End CA:00256790 For:AWF Type:GENERAL Time:2014-10-24 09:04:40
