For personal use only
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 | Head Office | Sydney Office |
ACN 007 519 520 | Level 25, 91 King William St | Level 37, 259 George St |
invest@argoinvesments.com.au | Adelaide SA 5000 | Sydney NSW 2000 |
argoinvestments.com.au | 08 8210 9500 | 02 8274 4700 |
11 March 2022
Dear Shareholder,
onlyOn 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 use2019/547. 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:
personal• $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.
*
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.
ForYou s faithfully,
Russell Higgins AO
Chairman
Argo Invesments Ltd | Head Office | Sydney Office |
ACN 007 519 520 | Level 25, 91 King William St | Level 37, 259 George St |
invest@argoinvestments.com.au | Adelaide SA 5000 | Sydney NSW 2000 |
argoinvestments.com.au | 08 8210 9500 | 02 8274 4700 |
Share Purchase Plan (SPP) Terms and Conditions
Argo Investments Limited ACN 007 519 520
1. SPP Offer
1.1. | 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 | |||
onlyexisting 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 | |||
use | ||||
Record Date | Monday 7 March 2022 | |||
(7.00pm Sydney time) | ||||
SPP Offer opens | Friday 11 March 2022 | |||
SPP Offer closes | Thursday 24 March 2022 | |||
(Closing Date) | (5.00pm Sydney time) | |||
Allotment of SPP Shares | Thursday 31 March 2022 | |||
Dispatch of allotment | Tuesday 5 April 2022 | |||
confirmations and any refunds | ||||
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 | ||||
(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. | Argo has determined that it is not practical for holders of Argo | |||
personal | ||||
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 | ||||
r to persons in, the United States. | ||||
3.3. | 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 | ||||
For |
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.
3.4. 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:
- it holds an Australian financial services licence covering the
provision of a custodial or depositary service; or
- it is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depositary service; or
- it holds an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme; or
- it is a trustee of a self-managed superannuation fund or a superannuation master trust; or
- 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 aclientof a Custodianor 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.
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.
- 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.
- If you choose not to participate in the SPP Offer, your right to participate lapses on the Closing Date.
-
Joint holders/beneficiaries
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. - Application procedure for SPP Shares
- The SPP Offer opens on 11 March 2022.
- 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 | $500 |
2 | $1,000 |
3 | $2,500 |
4 | $5,000 |
5 | $7,500 |
6 | $10,000 |
7 | $15,000 |
8 | $20,000 |
9 | $25,000 |
10 | $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 notneed to return the Application Form, but you are taken to | ||
only | make the certifications and representations described in these | |
Terms and Conditions (RECOMMENDED OPTION); or | ||
(b) Complete the enclosed Application Formand 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. | Any application money received in excess of the amount required | |
for the number of SPP Shares you successfully apply for will be | ||
r funded to you without interest. If the amount received is less | ||
use | ||
than $500, Argo will not allot any SPP Shares to you and the money | ||
r ceived from you will be refunded without interest. | ||
5.5. | 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. | ||
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 | ||
personal | 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. | ||
For | ||
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.
8. Issue date
- The SPP Shares will be issued on 31 March 2022 or as soon as possible after that date.
-
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.
- 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. - No brokerage or transaction costs
No brokerageorother transactioncosts will apply tothe acquisition of SPP Shares under the SPP Offer. The only cost to you is the SPP Price of the SPP Shares. - 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. - Dispute resolution
- Argomay settle,in any manner itdeems,anydifficulties,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.
- Argo reserves the right to waive strict compliance with any provision of these Terms and Conditions.
- 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
- 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.
- 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.
- 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
- Argo reserves the right to amend or vary these Terms and Conditions and to suspend or terminate the SPP Offer at any time.
- 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 | participate, the name and address of each Beneficiary and | |||||||
SPP Shares than that applied for under the SPP by an Eligible | in respect of each such Beneficiary: | |||||||
Shareholder | (including a Custodian applying on behalf of | its | (A) the number of Argo Shares that you hold on behalf of | |||||
Beneficiaries) if Argo believes that the issue of those SPP Shares | ||||||||
that Beneficiary; and | ||||||||
would contravene any law or the ASX Listing Rules. | ||||||||
15.4. In the event that the SPP is terminated prior to the issue of SPP | (B) | the dollar amount of SPP Shares that the Beneficiary, | ||||||
or its agent, has instructed you to accept on behalf of | ||||||||
Shares, all application monies will be refunded. No interest will be | ||||||||
the Beneficiary; | ||||||||
paid on any monies returned to you. | ||||||||
16. Acknowledgments | as | set out in the Application Form or the Custodian | ||||||
Certificate and Schedule, are true and correct; | ||||||||
By | making | payment | (including | through BPAY) or returning | an | |||
(v) there are no Beneficiaries in respect of whom the total of | ||||||||
Application | Form or | Custodian | Certificate and Schedule, | you | ||||
the application value for (a) the SPP Shares applied for by | ||||||||
certify, acknowledge, warrant and represent as true, correct and not | ||||||||
you under the SPP on their behalf; and (b) any Argo Shares | ||||||||
misleading to Argo that: | ||||||||
issued to you in the previous 12 months as a result of an | ||||||||
(a) | you have read and accepted the Terms and Conditions in full; | instruction given by the Beneficiary to you or a Downstream | ||||||
(b) | you declare that all details and statements in your application | Custodian to apply for Argo Shares on their behalf under | ||||||
an arrangement similar to the SPP, exceeds $30,000; and | ||||||||
only(c) | are true and complete and not misleading; | |||||||
(vi) a copy of these Terms and Conditions was given to each | ||||||||
your application, under the Terms and Conditions of the SPP set | ||||||||
Beneficiary; | ||||||||
out in this booklet (including the Application Form and Custodian | ||||||||
Certificate and Schedule), will be irrevocable and unconditional | (k) you may be offered SPP Shares pursuant to the SPP in | |||||||
(i.e. it cannot be withdrawn); | accordance with all applicable laws, and any acceptance by | |||||||
(d) | as at the Record Date, you were recorded on Argo's share | you on your own behalf or in respect of any person for which | ||||||
you are acting complies with all applicable laws; | ||||||||
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 | |||||||
(e) | if you have a registered address in New Zealand, you continued | dispatched to you by direct credit or cheque to your address | ||||||
shown on Argo's share register; | ||||||||
to hold Argo Shares as at the opening of the SPP Offer on 11 | ||||||||
useMarch 2022; | (m) you are responsible for any dishonour fees or other costs | |||||||
(f) | you and each person for whose account or benefit you are acting | Argo may incur in presenting a cheque for payment which is | ||||||
dishonoured; | ||||||||
personal | 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 | |||||||
(g) you acknowledge that the SPP Shares have not, and will not | Argo (as amended and as it may be amended from time to time | |||||||
in the future); | ||||||||
be, registered under the U.S. Securities Act or the securities laws | ||||||||
of any state or other jurisdiction of the United States, and the | (o) you authorise Argo and its affiliates, officers and | |||||||
SPP Shares may not be offered, sold or otherwise transferred | representatives to do anything on your behalf necessary for | |||||||
unless an exemption from the registration requirements of the | SPP Shares to be issued to you in accordance with these | |||||||
U.S. Securities Act is available; | Terms and Conditions; | |||||||
(h) | you represent that you have not, and you agree that you will | (p) you authorise Argo (and its officers and agents) to correct | ||||||
not, send any materials relating to the SPP to any person in the | minor or easily rectified errors in, or omissions from, your | |||||||
United States or to any person who is, or is acting for the account | application and to complete the application by the insertion of | |||||||
or benefit of, a U.S. Person; | any missing minor detail; and | |||||||
(i) | if you are applying on your own behalf (and not as a Custodian) | (q) Argo may at any time irrevocably determine that your | ||||||
you are not applying for SPP Shares with an aggregate | application is valid in accordance with these Terms and | |||||||
application value, when aggregated with the application value | Conditions, even if the application is incomplete, contains | |||||||
of any Argo Shares issued to you or a Custodian on your behalf | errors or is otherwise defective. | |||||||
under the SPP Offer or similar arrangement in the previous 12 | 17. | Governing law | ||||||
months, of more than $30,000 under the SPP Offer (including | ||||||||
by instructing a Custodian to acquire SPP Shares on your behalf | These Terms and Conditions are governed by the laws in force in | |||||||
For | under the SPP Offer), and you are complying with the limitations | South Australia. | ||||||
detailed in clause 3.3 of the SPP Terms and Conditions; | ||||||||
(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 |
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Argo Investments Limited published this content on 10 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2022 22:22:04 UTC.