Share Purchase Plan documents
Released
Released
Announcement PDF
11 March 2022
Share Purchase Plan
Attached is a copy of the Chairman’s Letter, Terms & Conditions and sample
Application Form for the Argo Investments Limited (ASX: ARG) Share Purchase
Plan (SPP) which was announced to ASX on 8 March 2022.
The SPP offer opens today and personalised documents have been distributed
to eligible shareholders on the register on the entitlement record date of 7
March 2022.
The SPP offer closes on Thursday 24 March 2022.
Tim Binks
Chief Operating Officer
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
11 March 2022
Dear Shareholder,
Share Purchase Plan (SPP)
On behalf of the Board, I am pleased to provide eligible Argo Investments Limited (Argo) shareholders with the
opportunity to participate in a Share Purchase Plan (SPP Offer) by subscribing for up to $30,000 worth of new fully
paid ordinary shares in Argo (SPP Shares) without incurring brokerage or other charges.
The SPP Offer opens on Friday 11 March 2022 and will remain open for subscriptions until 5.00pm (Sydney time) on
Thursday 24 March 2022.
The SPP Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547. Please read and understand the SPP Terms and Conditions which follow before making an application for
SPP Shares.
It is intended that funds raised by the SPP will be applied to further equity market investments appropriate to
achieving Argo’s objective of maximising long-term returns to shareholders through a balance of capital and dividend
growth.
SPP Price
The SPP Price will be the LOWER of:
•
•
$9.30 per SPP Share (maximum price*), which is a 2% discount to the closing price of Argo Shares on the record
date for SPP entitlement (7 March 2022); OR
the volume-weighted average price of Argo Shares traded on the ASX over the last 5 trading days of the SPP
Offer period (18 March 2022 to 24 March 2022 inclusive), rounded down to the nearest cent.
* The maximum price equates to a 3.5% discount to the volume-weighted average price of Argo Shares traded on the
ASX over the 5 trading days up to and including the SPP entitlement record date.
Applications
Your personalised Application Form contains a range of parcel size options to choose from. If you do not wish to
participate in the SPP Offer, you do not need to take any action.
The Directors retain the right to scale back allocations of SPP Shares.
Due to possible postal delays, I strongly recommend that you make payment via BPAY, as you do not need to return
your Application Form due to the unique BPAY Customer Reference Number which identifies your shareholding
specifically.
The SPP Offer closes at 5.00pm (Sydney time) on Thursday 24 March 2022.
On behalf of the Board, I thank you for your continued support.
Yours faithfully,
Russell Higgins AO
Chairman
Argo Invesments Ltd
ACN 007 519 520
invest@argoinvestments.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
Share Purchase Plan (SPP)
Terms and Conditions
Argo Investments Limited ACN 007 519 520
1.
1.1.
SPP Offer
provision of a custodial or depositary service; or
(b) it is exempt from the requirement to hold an Australian
financial services licence covering the provision of a custodial
or depositary service; or
Under the SPP, Eligible Shareholders (defined below) have the
opportunity to participate in the SPP by subscribing for up to
$30,000 worth of SPP Shares without incurring brokerage or other
transaction costs subject to the following Terms and Conditions
(SPP Offer).
1.2.
Please read these Terms and Conditions relating to the SPP Offer
carefully, as you will be bound by them by participating in the SPP.
1.3.
All SPP Shares issued under the SPP Offer will rank equally with
existing Argo shares (Argo Shares) from the date of issue, and will
carry the same voting rights, dividend rights and other entitlements
as existing shares.
1.4.
All amounts referred to in these Terms and Conditions are in
Australian dollars.
2.
Key Dates
Record Date
SPP Offer opens
SPP Offer closes
(Closing Date)
Allotment of SPP Shares
Dispatch of allotment
confirmations and any refunds
(c) it holds an Australian financial services licence covering the
operation of an IDPS or is a responsible entity of an IDPS-like
scheme; or
(d) it is a trustee of a self-managed superannuation fund or a
superannuation master trust; or
(e) it is the registered holder of Argo Shares and is noted on the
Argo register of members as holding Argo Shares on account
of another person.
A ‘Beneficiary’ is a client of a Custodian or a Downstream Custodian
(defined below at clause 16(j)) on whose behalf the Custodian or
Downstream Custodian held Argo Shares on the Record Date.
To the extent that a Custodian holds Argo Shares on behalf of a
Beneficiary resident outside Australia and New Zealand, it is the
responsibility of the Custodian to ensure that any acceptance
complies with all acceptable foreign laws.
Monday 7 March 2022
(7.00pm Sydney time)
Friday 11 March 2022
Thursday 24 March 2022
(5.00pm Sydney time)
Thursday 31 March 2022
Tuesday 5 April 2022
Argo reserves the right to vary the timetable, by lodging a revised
timetable with the ASX.
3.
Eligible Shareholders
3.1.
You are eligible to participate in the SPP Offer (Eligible
Shareholder) if:
(a) you were registered on the Argo share register as a holder of
Argo Shares at 7:00pm (Sydney time) on 7 March 2022 (Record
Date); and
Custodians wishing to participate on behalf of one Beneficiary
per registered holding should pay by BPAY or complete the
Application Form and return it to Argo’s share registry with
payment. Custodians wishing to participate on behalf of more than
one Beneficiary per registered holding should contact Argo’s share
registry and request a Custodian Certificate and Schedule.
3.5.
If you hold Argo Shares as a custodian, trustee or nominee for
another person, but are not a Custodian as defined above, you
cannot participate on behalf of beneficiaries in the manner
described above. In this case, the rules for multiple single holdings
(above at clause 3.3) apply.
3.6.
If you choose not to participate in the SPP Offer, your right to
participate lapses on the Closing Date.
4.
Joint holders/beneficiaries
(b) you have a registered address in either Australia or New Zealand
at the Record Date, and you are not or are not acting for, the
account or benefit of, a U.S. Person (as defined in Regulation S
under the U.S. Securities Act).
3.2.
3.3.
3.4.
Argo has determined that it is not practical for holders of Argo
Shares with addresses on the share register in other jurisdictions
to participate in the SPP Offer. Shares to be allotted under the SPP
have not been and will not be registered under the U.S. Securities
Act and may not be offered, sold or delivered, directly or indirectly, in
or to persons in, the United States.
Eligible Shareholders can only apply for a maximum of $30,000
worth of SPP Shares in aggregate under the SPP Offer (unless
you are applying as a Custodian). This limitation applies even if
Eligible Shareholders receive more than one Application Form due
to multiple holdings, or if they hold Argo Shares in more than one
capacity such as if they are a sole Eligible Shareholder and a joint
Eligible Shareholder and/or an Eligible Shareholder with more than
one holding under a separate account or designation.
Eligible Shareholders who hold Argo Shares as a Custodian (defined
below) may participate on behalf of each Beneficiary (defined below)
on whose behalf the Custodian is holding Argo Shares.
An Eligible Shareholder is deemed to be a Custodian under ASIC
Corporations (Share and Interest Purchase Plans) Instrument
2019/547 (ASIC Instrument 2019/547) if it provides a custodial or
depository service in relation to shares of a body or interests in a
registered scheme and:
(a) it holds an Australian financial services licence covering the
If two or more persons are registered on the Argo share register as
jointly holding Argo Shares, they are taken to be a single registered
holder of Argo Shares and a certification given by any of them is
taken to be a certification given by all of them.
5.
Application procedure for SPP Shares
5.1.
The SPP Offer opens on 11 March 2022.
5.2.
Eligible Shareholders may apply for a maximum of $30,000 worth
of SPP Shares under the SPP Offer. The following parcel size
options to acquire SPP Shares are available:
Option
Dollar value of SPP Shares
1
2
3
4
5
6
7
8
9
10
$500
$1,000
$2,500
$5,000
$7,500
$10,000
$15,000
$20,000
$25,000
$30,000
argoinvestments.com.au | 2
5.3.
If you do not wish to participate in the SPP Offer, you do not need
to take any action and the SPP Offer will lapse on the Closing Date.
If you wish to apply for SPP Shares under the SPP Offer, Eligible
Shareholders must either:
(a) Pay by BPAY, using an Australian bank account, in accordance
with the instructions on the Application Form to ensure cleared
funds are received by the Closing Date. If paying by BPAY you
do not need to return the Application Form, but you are taken to
make the certifications and representations described in these
Terms and Conditions (RECOMMENDED OPTION); or
(b) Complete the enclosed Application Form and forward it together
with a cheque, bank draft or money order in the enclosed reply
paid envelope, drawn on an Australian bank account and in
Australian dollars for the correct amount, so that it is received
by the share registry prior to the Closing Date. Do not forward
cash. Cheques, bank drafts and money orders should be made
payable to “Argo Investments SPP Account”. Receipts for
payment will not be issued.
5.4.
5.5.
8.
Issue date
8.1.
The SPP Shares will be issued on 31 March 2022 or as soon as
possible after that date.
8.2.
Allotment confirmations will be dispatched on or around 5 April
2022. You should confirm your holding before trading in any SPP
Shares you believe have been allotted to you under the SPP Offer.
In advance of receiving your allotment confirmation notice, you
can check the number of SPP Shares issued to you under the SPP
Offer by visiting Boardroom’s website at www.investorserve.com.
au and following the security access instructions.
9.
No transfer
The SPP Offer is non-renounceable and non-transferable and,
therefore, Eligible Shareholders cannot transfer their right to
purchase SPP Shares under the SPP Offer to a third party.
10.
No brokerage or other transaction costs will apply to the acquisition
of SPP Shares under the SPP Offer. The only cost to you is the SPP
Price of the SPP Shares.
Any application money received in excess of the amount required
for the number of SPP Shares you successfully apply for will be
refunded to you without interest. If the amount received is less
than $500, Argo will not allot any SPP Shares to you and the money
received from you will be refunded without interest.
11.
Argo reserves the right to reject any application for SPP Shares
under the SPP Offer that it believes does not comply with these
Terms and Conditions.
12.
6.
SPP Price
6.1.
The SPP Price for SPP Shares will be the LOWER of:
(a) $9.30, which is a 2% discount to the closing price of Argo Shares
on the ASX on the SPP entitlement Record Date (7 March 2022);
OR
(b) the volume-weighted average price of Argo Shares traded on
the ASX over the last 5 trading days of the SPP Offer period (18
March 2022 to 24 March 2022 inclusive), rounded down to the
nearest cent.
Therefore, the maximum price that Eligible Shareholders will pay is
$9.30 per SPP Share. Argo will announce the final SPP Price for the
SPP Offer after the Closing Date.
You should note that Argo’s share price may rise or fall between the
date of this offer and the date when SPP Shares are allotted and
issued to you under the SPP Offer. This means that the price you
pay per SPP Share pursuant to this offer may be either higher or
lower than the Argo share price at the time of the offer, or at the
time the SPP Shares are issued and allotted to you under the SPP
Offer. Please refer to the information below under “Participation
is optional” about how to monitor current trading prices of Argo
Shares.
6.2.
The number of SPP Shares issued to an applicant will be determined
by dividing the value of the SPP parcel applied for by the SPP Price.
If this calculation produces a fractional number, the number of SPP
Shares issued will be rounded up to the nearest whole SPP Share.
6.3.
SPP Shares issued under the SPP Offer are not entitled to the
interim dividend for the year ended 30 June 2022, which was paid
on 11 March 2022.
7.
Participation is optional
Participation in the SPP Offer is entirely optional (subject to the
eligibility criteria set out in these Terms and Conditions). The offer
to acquire SPP Shares is not a recommendation. If you are in any
doubt about the SPP Offer, whether you should participate in the
SPP Offer or how participation will affect you, you should consider
seeking independent financial and taxation advice before making
a decision as to whether or not to participate in this offer. Argo also
recommends that you monitor the Argo share price which can be
found on Argo’s website at www.argoinvestments.com.au, in the
financial pages of major Australian metropolitan newspapers or on
the Australian Securities Exchange (ASX) website at www.asx.com.
au (ASX code: ARG). Argo also recommends that you monitor via the
above mentioned websites any Argo announcements made to the
ASX.
No brokerage or transaction costs
Quotation
Argo will apply for SPP Shares issued under the SPP to be quoted
on the ASX.
ASIC compliance
The SPP Offer of SPP Shares is made in accordance with ASIC
Instrument 2019/547, which grants relief from the requirement to
prepare a prospectus for the SPP Offer.
13.
Dispute resolution
13.1. Argo may settle, in any manner it deems, any difficulties, anomalies,
or disputes which may arise in connection with the operation of
this SPP whether generally or in relation to any participant or any
application for SPP Shares, and its decision shall be conclusive
and binding on all participants and other persons to whom the
determination relates.
13.2. Argo reserves the right to waive strict compliance with any
provision of these Terms and Conditions.
13.3. The powers of Argo under these Terms and Conditions may be
exercised by its Directors or any delegate or representative of the
Directors.
14.
Scale Back of SPP Offer
14.1. If applications for SPP Shares under the SPP Offer exceed $200
million, Argo may at its absolute discretion, allocate to you less
than the number of SPP Shares you have applied for (Scale
Back). If there is a Scale Back, Argo may in its absolute discretion
determine to apply the Scale Back to the extent and in the manner
that it sees fit.
14.2. If the Scale Back produces a fractional number of SPP Shares
when applied to your issue of SPP Shares, the number of SPP
Shares issued will be rounded up to the nearest whole SPP Share.
14.3. If there is a Scale Back, your application money may be greater than
the value of the SPP Shares you will be issued. In that event, the
excess application money will be refunded to you without interest
on or around 5 April 2022. Any application monies refunded by
Argo will be paid by cheque or direct credit (the payment method
will be determined by Argo in its absolute discretion) in Australian
currency. By applying for SPP Shares, each shareholder authorises
Argo to pay any monies to be refunded by using the payment
instructions of the shareholder recorded in Argo’s share registry
if Argo should elect to pay in this manner.
15.
Variation and termination
15.1. Argo reserves the right to amend or vary these Terms and
Conditions and to suspend or terminate the SPP Offer at any time.
15.2. Failure to notify shareholders of a change to or termination of
the SPP Offer or the non-receipt of notice will not invalidate the
change or termination.
argoinvestments.com.au | 3
15.3. Argo reserves the right not to issue SPP Shares or to issue fewer
SPP Shares than that applied for under the SPP by an Eligible
Shareholder (including a Custodian applying on behalf of its
Beneficiaries) if Argo believes that the issue of those SPP Shares
would contravene any law or the ASX Listing Rules.
participate, the name and address of each Beneficiary and
in respect of each such Beneficiary:
(A) the number of Argo Shares that you hold on behalf of
that Beneficiary; and
(B) the dollar amount of SPP Shares that the Beneficiary,
or its agent, has instructed you to accept on behalf of
the Beneficiary;
15.4. In the event that the SPP is terminated prior to the issue of SPP
Shares, all application monies will be refunded. No interest will be
paid on any monies returned to you.
16.
as set out in the Application Form or the Custodian
Certificate and Schedule, are true and correct;
Acknowledgments
By making payment (including through BPAY) or returning an
Application Form or Custodian Certificate and Schedule, you
certify, acknowledge, warrant and represent as true, correct and not
misleading to Argo that:
(v) there are no Beneficiaries in respect of whom the total of
the application value for (a) the SPP Shares applied for by
you under the SPP on their behalf; and (b) any Argo Shares
issued to you in the previous 12 months as a result of an
instruction given by the Beneficiary to you or a Downstream
Custodian to apply for Argo Shares on their behalf under
an arrangement similar to the SPP, exceeds $30,000; and
(a) you have read and accepted the Terms and Conditions in full;
(b) you declare that all details and statements in your application
are true and complete and not misleading;
(vi) a copy of these Terms and Conditions was given to each
Beneficiary;
(c) your application, under the Terms and Conditions of the SPP set
out in this booklet (including the Application Form and Custodian
Certificate and Schedule), will be irrevocable and unconditional
(i.e. it cannot be withdrawn);
(k) you may be offered SPP Shares pursuant to the SPP in
accordance with all applicable laws, and any acceptance by
you on your own behalf or in respect of any person for which
you are acting complies with all applicable laws;
(d) as at the Record Date, you were recorded on Argo’s share
register as being a registered holder of Argo shares and having
an address in Australia or New Zealand;
(l) you accept the risk associated with any refund that may be
dispatched to you by direct credit or cheque to your address
shown on Argo’s share register;
(e) if you have a registered address in New Zealand, you continued
to hold Argo Shares as at the opening of the SPP Offer on 11
March 2022;
(m) you are responsible for any dishonour fees or other costs
Argo may incur in presenting a cheque for payment which is
dishonoured;
(f) you and each person for whose account or benefit you are acting
is not in the United States and is not a U.S. Person, or acting for
the account or benefit of a U.S. Person;
(n) you agree to be bound by the provisions of the Constitution of
Argo (as amended and as it may be amended from time to time
in the future);
(g) you acknowledge that the SPP Shares have not, and will not
be, registered under the U.S. Securities Act or the securities laws
of any state or other jurisdiction of the United States, and the
SPP Shares may not be offered, sold or otherwise transferred
unless an exemption from the registration requirements of the
U.S. Securities Act is available;
(o) you authorise Argo and its affiliates, officers and
representatives to do anything on your behalf necessary for
SPP Shares to be issued to you in accordance with these
Terms and Conditions;
(h) you represent that you have not, and you agree that you will
not, send any materials relating to the SPP to any person in the
United States or to any person who is, or is acting for the account
or benefit of, a U.S. Person;
(p) you authorise Argo (and its officers and agents) to correct
minor or easily rectified errors in, or omissions from, your
application and to complete the application by the insertion of
any missing minor detail; and
(i) if you are applying on your own behalf (and not as a Custodian)
you are not applying for SPP Shares with an aggregate
application value, when aggregated with the application value
of any Argo Shares issued to you or a Custodian on your behalf
under the SPP Offer or similar arrangement in the previous 12
months, of more than $30,000 under the SPP Offer (including
by instructing a Custodian to acquire SPP Shares on your behalf
under the SPP Offer), and you are complying with the limitations
detailed in clause 3.3 of the SPP Terms and Conditions;
(q) Argo may at any time irrevocably determine that your
application is valid in accordance with these Terms and
Conditions, even if the application is incomplete, contains
errors or is otherwise defective.
17.
Governing law
These Terms and Conditions are governed by the laws in force in
South Australia.
(j) if you are a Custodian and are applying on behalf of a Beneficiary
for whom you hold Argo Shares:
(i) you are a Custodian (as that term is defined in ASIC
Instrument 2019/547);
(ii) either or both of the following apply:
(A) that on the Record Date you held Argo Shares on behalf
of one or more other persons (each a Beneficiary) that are
not Custodians;
(B) that on the Record Date another Custodian (Downstream
Custodian) held beneficial interests in Argo Shares on
behalf of one or more other persons (each a Beneficiary),
and you hold the shares to which those beneficial
interests relate on behalf of the Downstream Custodian
or another Custodian;
(iii) each Beneficiary has subsequently instructed either you
or the Downstream Custodian (as applicable) to apply for
shares on their behalf under the SPP Offer;
(iv) details of the number of Beneficiaries instructing you to
argoinvestments.com.au | 4
Share Purchase Plan (SPP) - Application Form
Record Date: Monday 7 March 2022
(7.00pm Sydney time)
Closing Date: Thursday 24 March 2022
(5.00pm Sydney time)
ABN 35 007 519 520
SPP Price = the LOWER of:
- $9.30 per share; OR
- the volume-weighted average price of ARG Shares
traded on ASX over the last 5 days of the SPP Offer
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This is an important document which requires your immediate attention. It can only be used in relation to the shareholding represented by
the details above. If you are in doubt as to how to deal with this document, please contact your financial or other professional adviser.
Capitalised words used and not defined in this Application Form have the meaning given in the Share Purchase Plan Terms and Conditions
dated Friday 11 March 2022 (Terms and Conditions) accompanying this Application Form.
A
Offer Details
Eligible Shareholders may apply for SPP Shares in one of the parcel value sizes shown in Section B below.
Before applying for SPP Shares you should read the Terms and Conditions accompanying this Application Form and the ‘Applicant’s Certification and
Acknowledgments’ on the back of this Application Form carefully.
This SPP is non-renounceable meaning that you cannot transfer your right to purchase SPP Shares to another person. Applications can only be
accepted in the name printed on the Application Form.
If you are a custodian, trustee or nominee within the definition of “custodian” (as defined in paragraph 4 of ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547) (Custodian), you must complete and return this Application Form together with the Custodian Certificate
referred to in Section F of this Application Form.
If you do not wish to subscribe for SPP Shares under the SPP, there is no need to take any action.
B
Parcel Size
Indicate the parcel size of SPP Shares you wish to apply for by marking one box only below:
A$2,500.00
A$5,000.00 A$7,500.00
A$10,000.00 A$15,000.00
A$20,000.00
A$25,000.00 A$30,000.00
A$500.00
A$1,000.00
C Payment Options
Payment may only be made by BPAY® or cheque and in Australian dollars. Cash will not be accepted. Custodians cannot make payment by BPAY®
Payment Option 1 – BPAY (RECOMMENDED OPTION)
•
•
•
•
Biller Code:
Telephone and Internet Banking - BPAY®
Customer Reference Number
(CRN)
Contact your bank, credit union or building society to make this payment
from your cheque or savings account.
To pay via BPAY® please contact your participating financial institution. If paying by BPAY® you will be deemed to have completed an
Application Form for the value of SPP Shares the subject of your payment. You do not need to return this Application Form.
Your payment must be received by the Registry by 5.00pm (Sydney time) on Thursday 24 March 2022.
Please ensure you pay the correct amount for the parcel size you wish to apply for. The number of SPP Shares issued to you will be
rounded up to the nearest whole number after dividing the application monies by the SPP Price.
You should be aware that your financial institution may implement earlier cut off times with regards to electronic payment and should
therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via
BPAY®. It is your responsibility to check that the amount to wish to pay via BPAY® does not exceed your limit.
Payment Option 2 - Cheque
Record your cheque details below:
Drawer
•
•
•
•
•
•
•
D
Cheque No.
BSB No.
Account No.
Amount A$
If paying by cheque you must complete this Application Form and submit it together with your cheque.
Only cheques in Australian dollars and drawn on an Australian branch of a financial institution will be accepted.
Your cheque must be made payable to "Argo Investments Limited" and crossed “Not Negotiable”.
Please ensure that you submit the correct amount for the parcel size of SPP Shares you wish to apply for. If you provide a cheque for an
amount that is not equal to any of the parcels, Argo Investments Limited (ARG) may round down the dollar amount of SPP Shares that
you are applying for to the next lowest parcel at its discretion.
Make sure you send your completed Application Form and cheque allowing enough time for mail delivery so the Registry receives them no
later than 5.00pm (Sydney time) on Thursday 24 March 2022.
Please ensure sufficient cleared funds are held in your account as your cheque will be banked as soon as it is received.
ARG reserves the right not to process any Application Forms that are incomplete or where payment is received after 5.00pm (Sydney
time) Thursday 24 March 2022.
Contact Details
Please provide a telephone number and contact name in case we need to contact you regarding your application.
Home telephone No.
E
Work telephone No.
Contact name
Applicant’s Certification and Acknowledgements
By completing and returning this Application Form with your cheque to the Registry or by making a BPAY® payment, you:
•
represent and warrant that you have read and understood the Terms and Conditions of the SPP and this Application Form in their entirety
and that you acknowledge the matters, and make the representations, warranties and certifications in the Terms and Conditions and
Application Form, including as to your eligibility to participate in the SPP;
•
represent and warrant that by making payment, you agree to be bound by the constitution of ARG and that the submission of the payment
constitutes an irrevocable offer by you to subscribe for SPP Shares on the terms of the SPP and you will be deemed to have accepted and
be bound by the terms and conditions of the SPP;
•
represent and warrant that the aggregate of the application amount paid by you or on your behalf for:
•
the SPP Shares the subject of the application;
•
any other Shares applied for by you under the SPP or any similar arrangement in the 12 months before the application;
•
any other SPP Shares which you have instructed a Custodian to acquire on your behalf under the SPP; or
•
any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction given by you to a
Custodian to apply for Shares on your behalf under an arrangement similar to the SPP,
does not exceed $30,000;
•
acknowledge that this Application Form does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United
States. This Application Form may not be distributed or released in the United States. None of the SPP Shares offered under this SPP have
been, or will be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state or
other jurisdiction of the United States. Accordingly, the SPP Shares to be offered and sold in this SPP may only be offered and sold to
investors that are not in the United States and are not acting for the account or benefit of a person in the United States in “offshore
transactions” (as defined in Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act;
•
represent that you are not in the United States and you are not acting for the account or benefit of a person in the United States, and you
are not otherwise a person to whom it would be illegal to make an offer of or issue of SPP Shares under this SPP and under any applicable
laws and regulations; and
•
acknowledge that you may receive a lesser number of SPP Shares than the number of SPP Shares you apply for as ARG may scale back
applications in its discretion, having regard to factors including the pro rata shareholding of Eligible Shareholders (as at the Record Date)
who apply for SPP Shares.
•
NO SIGNATURE
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