Update to DRP Rules
Released
Released
Announcement PDF
25 February 2025
Company Announcements
ASX Limited
20 Bridge Street
SYDNEY NSW 2000
Dividend Reinvestment Plan (DRP) Rules
In accordance with ASX Listing Rule 3.10.8, the updated Rules for the DRP for
Argo Investments Limited (ASX: ARG) are attached, following minor
administrative changes.
Tim Binks
Company Secretary
Argo Investments Limited
ACN 007 519 520
invest@argoinvesments.com.au
argoinvestments.com.au
Head Office
Level 25, 91 King William St
Adelaide SA 5000
08 8210 9500
Sydney Office
Level 37, 259 George St
Sydney NSW 2000
02 8274 4700
Dividend Reinvestment Plan
Information Memorandum and
Terms and Conditions
Argo Investments Limited (ABN 35 007 519 520) Dividend Reinvestment Plan (Plan) is an optional method
by which eligible Shareholders may reinvest all or part of their dividends in additional Shares in Argo
Investments Limited (Company), without the cost of brokerage to acquire the Shares, and normally at a predetermined discount to the market price of the Shares.
This publication contains an Information Memorandum which gives an explanation of the Plan together with
the Terms and Conditions which govern the operation of the Plan. If there is any inconsistency between
those Terms and Conditions and the Information Memorandum, the Terms and Conditions will prevail.
Please note we are not providing financial product advice concerning the Shares offered under the Plan.
You should consider obtaining independent advice before making any financial decisions in relation to
Shares offered under the Plan.
Information Memorandum
Purpose
The Plan provides the Shareholders of the Company, who are eligible under the Rules of the Plan, with the
choice of applying dividends paid by the Company towards the subscription for Shares in the Company
rather than receiving those dividends directly in cash.
Eligibility
All Shareholders are eligible to participate in the Plan unless in the case of Shareholders outside Australia
applicable laws prohibit their participation in the Plan, or the Directors determine that in their opinion
participation in the Plan would or might be unlawful or impracticable. The Directors have determined that
Shareholders whose registered addresses are in countries other than Australia or New Zealand will be
unable to participate in the Plan.
Applications to Participate
To participate in the Plan, eligible Shareholders must provide a Plan Notice to the Company’s Share Registry.
Notices may be lodged in writing, using the Plan Notice form available from the Company’s Share Registry,
or alternatively, applying online on the Share Registry website (www.boardroomlimited.com.au).
Shareholders will be taken to have signed the Plan Notice if it is lodged online in accordance with the
instructions on the website of the Company’s Share Registry. A separate Plan Notice must be lodged for
each shareholding account. Your Plan Notice must be received by the Share Registry by 5 p.m. E.S.T. on the
Election Date to be active for the relevant dividend.
Level of Participation
Eligible Shareholders may elect to participate in the Plan in respect of all or part of their holding and,
subject to the terms of the Plan, may vary their level of participation or withdraw from the Plan at any time.
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The election of the full participation option provides for the reinvestment of dividends on all Shares in the
Company currently held, Shares acquired in the future, Shares issued under the Plan and Shares issued
through any future rights issue or other issues.
The election of the partial participation option provides for the reinvestment of dividends on a specified
number of Shares, and Shares issued under the Plan are added to the Shareholder’s Plan Shares. Under
the partial participation option, subsequent Shares allotted to the Shareholder by the Company (other
than Shares issued under the Plan) or purchased by the Shareholder will not automatically be included as
participating Shares in the Plan. If a Shareholder wishes these Shares to participate, the Shareholder will
need to lodge a new Plan Notice with the Company’s Share Registry.
Variation of level of Participation / Withdrawal from Plan
Participating Shareholders may vary the level of participation or withdraw from the Plan at any time by
providing a Plan Notice to the Company’s Share Registry.
Entitlement
Participating Shareholders will be entitled on each dividend payment to be allotted the nearest whole number
of Shares (.5 or more rounded up) which the cash dividend on Plan Shares in the relevant shareholding
account (less any dividend or tax file number withholding tax where applicable) would purchase at the
issue price.
Issue Price of Plan Shares
The subscription price in respect of a dividend will be the volume-weighted average ex-dividend market
price of the Shares sold on the Australian Securities Exchange on the relevant Record Date and the three
business days immediately following that Record Date (or such other period determined by the Board in its
absolute discretion), discounted by such discount as shall be determined by the Directors from time to time
not exceeding 7.5%, rounded up or down to the nearest whole cent.
Costs
The issue of Shares under the Plan will not be subject to brokerage, commission, stamp duty or other
transaction costs. All administrative costs will be met by the Company.
Ranking of Plan Shares
Shares issued under the Plan will rank equally in every respect with the existing issued Shares of the
Company.
Plan Records
Shareholders participating in the Plan will receive a statement at the time of each dividend payment
showing, for each shareholding account, full details of the amount of dividend entitlement, the issue price,
the number of Shares issued and the number of Plan Shares held by the Participant before and after the
allotment.
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Sale of Shares
Shareholders participating in the Plan may sell any of their Shares, including Shares participating in the
Plan or issued under the Plan, at any time. Where a Participant holds Plan Shares and Non-Participating
Shares and disposes of part of the holding and does not notify the Company otherwise, the Shares disposed
of are, to the maximum extent possible, taken to be shares which are Non-Participating Shares.
Transaction Statements
A routine transaction statement will be issued to the Participant detailing the allotment of Shares under the
Plan in respect of each dividend and any other movement which has occurred since the preceding routine
transaction statement. The routine transaction statement will be forwarded to Participants within five (5)
business days after the end of the month in which the allotment takes place.
Securities Exchange Listing
Application will be made for all Shares allotted under the Plan to be listed for quotation by ASX Limited.
Taxation
For income tax purposes, if a Shareholder participates in the Plan, the tax treatment of the Shareholder in
respect of a dividend reinvested will be the same as if the Shareholder received a cash dividend. Shares
issued under the Plan are, in general, subject to Australian capital gains tax when sold. This tax liability
exists regardless of when the shares from which the dividend arises were acquired. For capital gains tax
purposes, the cost of the Shares issued under the Plan will be the issue price advised by the Company.
Neither the Company nor its Directors, officers, employees, representatives or agents take any responsibility
or assume any liability for the taxation liabilities of Participants in the Plan. As individual circumstances and
laws vary considerably, specific taxation advice should be obtained by Participants, if required.
Modification and Termination of the Plan
The Plan may be varied, suspended or terminated by the Directors of the Company at any time by giving
Participants written notice as provided in the Plan Terms and Conditions.
Share Registry contact details
The Company’s Share Registry is managed by Boardroom Pty Limited.
Website access:
boardroomlimited.com.au
Telephone:
1300 350 716 (within Australia),
+61 2 9290 9600 (outside Australia)
Facsimile:
+61 2 9279 0664
Postal address:
GPO Box 3993, Sydney, NSW 2001
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Terms and Conditions
1.
Definitions and Interpretation
1.1
Definitions
In these Rules:
Applicable Law means any relevant provision of Australian law and, in relation to any Share
holder whose registered address is in a place other than Australia, includes any relevant
provision of a law of that place;
Company means Argo Investments Limited ABN 35 007 519 520;
Constitution means the constitution of the Company as amended from time to time and for
the time being in force;
Election Date means the date that is one business day after the Record Date, or such other
date as determined by the Directors and notified to shareholders by announcement to the
Australian Securities Exchange (ASX);
Eligible Shareholder means a Shareholder eligible to participate in the DRP in accordance
with Rule 2;
E.S.T. means Eastern Standard Time or Eastern Daylight Saving Time as applicable;
Directors means the Directors for the time being of the Company;
Non-Participating Shares means Shares which are not subject to the Plan;
Participant means a Shareholder holding Plan Shares;
Plan means the Company’s Dividend Reinvestment Plan to which these Rules apply,
as varied from time to time;
Plan Notice means and includes a notice of election, variation or termination, which may be
lodged with the Company’s Share Registry pursuant to clauses 3, 12 or 13 respectively, to
notify a Shareholder’s wish to participate in the Plan, or to increase, decrease or terminate
the Shareholder’s participation in the Plan, as the case may be;
Plan Shares means Shares which are subject to the Plan, the dividends on which are to be
re-invested in Shares under the Plan;
Record Date means the date nominated by the Directors for the purposes of identifying the
Shareholders who are entitled to receive a particular dividend payment;
Rules means of rules of the Plan as set out below and as amended from time to time;
Securities Exchange Rules means the official Listing Rules of ASX Limited, the ASX Market
Rules and the ASX Settlement Rules, in each case as amended or replaced and for the time
being in force, as and to the extent that they apply to the Company, with any modifications
or waivers in their application which may be granted;
Shares means fully paid ordinary shares in the capital of the Company;
Share Registry means the Company’s Share Registry managed by Boardroom Pty Limited,
or any other Share Registry that maintains the share register of the Company;
Shareholder means a person holding Shares; and
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1.2
Interpretation
In this Plan, unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) words importing any gender include all other genders;
(c) a reference to a person includes a reference to a corporation, partnership, joint venture
or trust; and
(d) headings are used for convenience only and do not affect the interpretation of these
Rules.
1.3
A Shareholder who has in respect of a distinct number of Shares held by that Shareholder
separate holder numbers is, for the purposes of these Rules, deemed to be a separate and
distinct Shareholder in relation to:
(a) each such holder number; and
(b) the Shares from time to time allocated to that holder number.
2.
Eligibility
2.1
All persons who for the time being are registered as holders of Shares are eligible to
participate in the Plan except:.
(a) a Shareholder whose registered address is in a country other than Australia or New
Zealand and whose participation is prohibited because of Applicable Law;
(b) a Shareholder that is a person, or a class of person, whom the Board in their discretion
have determined not to be eligible to participate in the Plan; or
(c) as otherwise provided in these Rules.
.
3.
Participation in the Plan
3.1
Participation in the Plan is optional and non-transferable, and is subject to these Rules,
Applicable Law, the Constitution, and the Securities Exchange Rules.
3.2
Every Shareholder who wishes to participate in the Plan must lodge a Plan Notice with the
Company’s Share Registry.
3.3
A Plan Notice remains in force, subject to these Rules, until:
(a) the Participant formally varies such Plan Notice, formally terminates participation in the
Plan, or dies; or
(b) the Directors terminate the Plan.
4.
Level of Participation
4.1
Shareholders who are eligible to participate in the Plan may elect one of two levels of
participation in the Plan as follows:
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(a) Full Participation: a Shareholder may participate in the Plan in respect of all Shares
registered in the Shareholder’s name as at each Record Date; or
(b) Partial Participation: a Shareholder may nominate in a Plan Notice a specific number of
Shares registered in the Shareholder’s name as at each Record Date to be subject to the
Plan.
4.2
Where in a Plan Notice a Shareholder omits to nominate the number of Shares to be subject
to the Plan, or specifies a number of Shares for partial participation in the Plan in accordance
with subclause 4.1(b) which is greater than the total number of Shares held by the Shareholder
as at the relevant Record Date, the Shareholder is deemed to have elected full participation
in the Plan under clause 4.1(a).
4.3
All Shares allotted to a Participant under the Plan will be added to the number of Plan
Shares of that Participant unless a valid Plan Notice has been lodged with the Company’s
Share Registry in accordance with clause 12.1.
5.
Transfer of Shares
5.1
Where a Participant holding Plan Shares and Non-Participating Shares:
(a) disposes of part of the Participant’s Shares and does not notify the Company otherwise,
the Shares disposed of are, to the maximum extent possible, taken to be Shares which
are Non-Participating Shares; or
(b) sells or transfers more than the total number of Non-Participating Shares, the Participant
is deemed to be a Participant in respect of the remaining Plan Shares held.
5.2
Shares which are sold or otherwise transferred to a new owner cease to participate in the
Plan on the registration of the transfer.
6.
Acceptance of Applications
6.1
The Directors may in their absolute discretion accept or refuse any Plan Notice, without
being bound to give any reason for doing so.
6.2
Each Plan Notice accepted by the Directors will be effective in respect of the first dividend
payment after receipt of the Plan Notice, provided it is received prior to 5 p.m. E.S.T. on the
Election Date for that dividend.
6.3
The Company will record for each shareholding account of each Participant particulars of:
(a) the name and address of the Participant; and
(b) the number of Plan Shares held by the Participant from time to time,
and the Company’s records will be conclusive evidence of the matters so recorded.
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7.
Reinvestment of Dividends
7.1
In respect of each cash dividend from time to time due and payable to a Participant in
respect of the Participant’s Plan Shares, the Company will:
(a) determine the amount of cash dividend payable in respect of the Plan Shares of that
Participant, by multiplying the number of such Plan Shares by an amount equal to the rate
of dividend applying to Non-Participating Shares;
(b) determine the maximum number of Shares which could be acquired by subscription by
the Participant, by dividing the value of the dividend on the Participant’s Plan Shares
determined pursuant to clause 7.1(a) (less any dividend or tax file number withholding tax
where applicable) by the subscription price determined pursuant to clause 8;
(c) on behalf of and in the name of the Participant subscribe for that number of additional
Shares; and
(d) allot that number of additional Shares to the Participant.
7.2
Where the number of Shares ascertained in accordance with clause 7.1(b) results in a
fraction, the number of Shares to be subscribed for and allotted pursuant to clause 7.1 will
be rounded up if the fraction is 0.5 or more, or otherwise down, to the nearest whole number.
8.
Issue Price
8.1
The subscription price in respect of a dividend will be the volume-weighted average
ex-dividend market price of Shares sold on the Australian Securities Exchange on the relevant
Record Date and the three business days immediately following that Record Date (or such
other period determined by the Board in its absolute discretion), discounted by such discount
as shall be determined by the Directors from time to time not exceeding 7.5%, rounded up if
the fraction is 0.5 or more, or otherwise down, to the nearest whole cent.
8.2
The weighted average ex-dividend market price will be determined by the Company from
information provided by ASX Limited, and the price so determined will be binding on
Participants.
9.
Shares Allotted under the Plan
9.1
Shares allotted under the Plan will:
(a) be allotted in accordance with the Securities Exchange Rules;
(b) rank equally with other fully paid Shares; and
(c) be registered on a register chosen by the Company on which the Participant already
holds Shares.
9.2
No brokerage, commission, stamp duty or other transaction costs will be payable by
Participants in respect of any allotment of Shares under the Plan.
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10.
Statements to Participants
10.1
After each allotment of Shares under the Plan, the Company will forward to each Participant
a statement setting out:
(a) the number of Plan Shares held by the Participant excluding those Shares last allotted
to the Participant under the Plan;
(b) the amount of cash dividend due and payable to that Participant in respect of that
Participant’s Plan Shares which has been applied towards subscription for additional
Shares;
(c) the allotment price of the last Shares allotted to the Participant under the Plan;
(d) the number of Shares allotted to the Participant under the last allotment made pursuant
to the Plan; and
(e) the Participant’s total holding of Plan Shares after the allotment.
10.2
Statements to partially participating Shareholders need not include information as to Non Participating Shares.
11.
Securities Exchange Listing
The Company will apply for Shares allotted under the Plan to be listed for quotation on the official
list of ASX Limited as soon as practicable after the allotment.
12.
Variation of Participation
12.1
A Participant who wishes to increase or decrease the number of Shares subject to the Plan
may at any time lodge a Plan Notice with the Company’s Share Registry.
12.2
If a Plan Notice lodged pursuant to clause 12.1 decreases or increases the level of participation
in the Plan to below full participation, only that number of Shares specified in the Plan
Notice will be Plan Shares and no after-acquired Shares (other than Shares allotted under
the Plan) will be Plan Shares.
12.3
If a Plan Notice lodged pursuant to clause 12.1 increases the level of participation in the
Plan to full participation, all of the Shareholder’s Shares as at the date of the Plan Notice and
all Shares subsequently acquired by the Shareholder (including Shares allotted under the
Plan) will be Plan Shares.
13.
Termination of Participation
13.1
A Participant who wishes to terminate participation in the Plan may at any time lodge a Plan
Notice with the Company’s Share Registry.
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13.2
If a Participant dies, participation in the Plan by the Participant will terminate upon receipt
by the Company’s Share Registry of a copy of notice of the death of the Participant.
13.3
The death of one of two or more joint Participants terminates the participation in the Plan of
the remaining Participant or joint Participants.
13.4
The remaining Participant or joint Participants may (if they remain eligible to do so)
recommence participation in the Plan by forwarding a duly completed and executed Plan
Notice to the Company’s Share Registry.
14.
Notices
14.1
Any Plan Notice will only be valid if it is in writing and in such form as the Company
may from time to time determine or in a particular case accept, and if it is completed and
executed in the manner specified by the Company or in such other manner as the
Company may approve, including in writing using the application form available
from the Company’s Share Registry, or alternatively, applying online on the Share Registry
website (www.boardroomlimited.com.au). Shareholders will be taken to have signed the
Plan Notice if it is lodged online in accordance with the instructions on the Company’s
Share Registry website.
14.2
Any Plan Notice is effective on receipt at the Company’s Share Registry and takes effect
from the next Record Date following such receipt, and if received at the Company’s
Share Registry prior to 5.00 p.m. E.S.T. on the Election Date for a particular dividend will
(subject to these Rules) be effective in respect of that dividend and all subsequent dividends.
14.3
Any notice to be served on Shareholders may be served in accordance with the provisions
regarding service of notices on Shareholders contained in the Company’s Constitution.
15.
Limit on Subscription
The Directors may at any time by notice in writing to Participants limit the amount of dividend which
may be reinvested in subscription for Shares under the Plan.
16.
Modification of the Plan
16.1
16.2
The Directors may modify these Rules from time to time.
The Directors must give Participants notice in writing of amendments to the Plan, other than
amendments which are of a minor nature or of an administrative or procedural nature.
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17.
Suspension and Termination of the Plan
17.1
The Directors may suspend the operation of the Plan during a fixed period or for such period
as they think fit, or terminate the Plan, by giving to Shareholders not less than two months’
notice in writing of their intention to do so.
17.2
During any period when the operation of the Plan has been suspended Plan Shares must in
all respects be treated by the Company as Non-Participating Shares.
17.3
The Directors may reinstate the operation of the Plan at any time by giving to Shareholders
not less than two months’ notice in writing of their intention to do so prior to the next Record
Date.
18.
Administration of the Plan
18.1
The Plan will be administered by the Directors.
18.2
The Directors may settle in such manner as they think expedient any difficulties, anomalies
or disputes which may arise in connection with, or by reason of, the operation of the Plan,
whether generally or in relation to any Participant or any Shares, and the determination of
the Directors will be conclusive and binding on all Participants and other persons to whom
the determination relates.
18.3
19.
The Directors may delegate to any one or more persons, for such period and on such
conditions as they may determine, the exercise of any of their powers or discretions arising
under the Plan.
Equitable Claims
The Company, unless otherwise required by law, need not recognize any person as an owner of any
additional Shares issued under the Plan other than the registered holder of the Plan Shares in
respect of which the additional Shares were issued.
20.
Taxation
Neither the Company nor its Directors, officers, employees, representatives or agents take any
responsibility or assume any liability for the taxation liabilities of Participants.
21.
Governing Law
The Plan, these Rules and the operation of the Plan are governed by the law of the State of South
Australia.
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