AWF
19/06/2014 15:12
S/HOLDER
REL: 1512 HRS AWF Group Limited
S/HOLDER: AWF: AWF Group Restrictive Share Scheme
INTRODUCTION
This document is provided to all shareholders in accordance with the
requirements of sections 78(5) and 79 of the Companies Act 1993. It sets out
details of a proposal by the Company to give financial assistance in
connection with the AWF Group Restricted Share Scheme ("Scheme"). Full
details of the proposal are set out below.
This document is provided to you for your information. You are not required
to take any action in relation to it.
PROPOSAL
The directors have resolved to issue restricted shares in the Company
("Restricted Shares") to the following persons ("Scheme Participants")
pursuant to the terms and conditions of the
Scheme:
- Simon Bennett
- Matt Twiselton
- Amanda Scott
- Kerry Gregory
- Justin Pipe
- Phil Shearing
- Richard Long
- Stuart Walder
- Munfoon Yim
- Rachelle Russell
- Shereen Bouy
- Julie Cressey
- Ann Lake
- Jodi Day
- Chris Webb
- Mark Sorenson
The directors have authorised the Company to give financial assistance to the
Scheme Participants in the form of an interest free loan ("Loan") equal to
the aggregate subscription price of the Restricted Shares to be issued to the
relevant Scheme Participant pursuant to the Scheme. The total amount of the
Loans (while not yet determined) will not exceed $1,600,000.
Such Loans are to be secured by a mortgage in favour of the Company over the
Restricted Shares issued to the relevant Participant under the Scheme.
The Loan must be repaid in full before the Scheme Participant's Restricted
Shares are reclassified as ordinary shares in the Company.
The Loan must also be repaid in full if the Participant's Restricted Shares
are redeemed by the Company pursuant to the terms of the Scheme.
A Scheme Participant cannot sell or otherwise dispose of his or her
Restricted Shares unless such shares are reclassified as ordinary shares in
the Company and all amounts outstanding under the Scheme Participant's Loan
are repaid in full.
RESOLUTION
The text of the resolution of directors authorising the company to provide
the financial assistance as required by section 78(1) of the Companies Act
1993 is as follows:
The giving of the financial assistance is of benefit to those shareholders
not receiving the assistance and the terms and conditions under which the
assistance is given are fair and reasonable to those shareholders not
receiving the assistance.
SHAREHOLDER RIGHTS
Section 78(7) of the Companies Act 1993 confers on shareholders and the
company certain rights to apply to the court to restrain the proposed
assistance being given.
The financial assistance may be given by the company not less than 10 working
days nor more than 12 months after this document has been sent to each
shareholder.
End CA:00251796 For:AWF Type:S/HOLDER Time:2014-06-19 15:12:21
