As an unlisted public company, shares in South Australian Produce Markets Limited (referred to as ‘SAPML’ or ‘the Company’) are not traded on the Australian Stock Exchange or any other public share trading exchange system. To assist parties with buying and selling SAPML shares, Ord Minnett has been appointed by the Company as SAPML’s dedicated share broker. Ord Minnett has set up a Share Transfer Introduction Register (STIR) to provide an introduction forum for parties who want to buy or sell shares in the Company.
Mr Matthew Amato of Ord Minnett will be the dedicated Broker and will assist parties to purchase or sell SAPML shares. Please feel free to contact Matthew at any time to discuss any queries regarding SAPML shares. Matthew’s contact details are as follows:
Matthew Amato – Associate Adviser
P: (08) 8203 2528 I E: firstname.lastname@example.org
A: Level 5, 100 Pirie Street, Adelaide, SA, 5000
Ord Minnett provide a facility (the STIR) whereby parties who wish to buy or sell SAPML shares can contact each other.
It is up to the parties concerned to negotiate the price, prepare any documents required for the transaction, attend to the matters required to finalise any sale and/or transfer and lodge the required documents with Ord Minnett.
In accordance with the Company’s Constitution, a signed and witnessed original SHARE TRANSFER FORM must be completed and sent to Ord Minnett, so that the change of ownership can be put forward to the Company’s Board for formal approval and a new share certificate issued.
Please note that prior to 25 November 2013, the Company’s Constitution only permitted a transfer of shares to a person that came within the definition of one of the produce industry share classes namely, Grower, Wholesaler or Retailer, as defined in the Constitution. Since the Constitution was amended on 25 November 2013, shares may be acquired by and transferred to non-produce industry shareholders, although there are certain limitations on these transfers which are set out in detail in the Constitution. A short summary is set out below, but interested parties should consider the detailed provisions set out in the Constitution and take their own advice on the interpretation of those provisions:
IMPORTANT NOTE: The Board of Directors of the Company is entrusted with the duty of upholding the Constitution and is entitled to refuse to register a proposed share transfer if it forms the view that the proposed transfer is likely to offend the limitations noted above or other requirements of the Constitution. Accordingly, it is up to the parties to a proposed share transfer to ensure that any agreement for the sale and purchase of the Company’s shares complies with the requirements of the Constitution and is made conditional on the Board’s final approval and registration.
STEP 1 – UNDERSTANDING THE LIMITS ON THE TRANSFER OF SHARES
As noted above, the Company’s Constitution imposes limits on the number of shares in the Company that any person, or group of associated persons, may hold. The provisions in the Constitution which set out the requirements of the 49% Unclassified Shares Cap and the 15% Cap are complex provisions. Existing and prospective shareholders are encouraged to seek legal advice and the Board’s views when contemplating a transfer of shares which may trigger the 49% Unclassified Shares Cap and or the 15% Cap or otherwise give rise to issues referred to here.
An Share Transfer Form will only be considered by the Board if it is accompanied by an undertaking by the Buyer (also described as the Transferee), together with relevant Statutory Declarations.
The Board may refuse to register a Share Transfer Form for a number of reasons as set out in the Constitution. The Board may require the parties to a proposed share transfer to provide additional information and documents. The decision of the Board relating to the registration of a Share Transfer Form is absolute.
STEP 2 – DOCUMENTATION
Each prospective Buyer and Seller should contact Ord Minnett to obtain instructions in relation to the documentation required to be completed in order to facilitate a transfer of shares in SAPML, in accordance with the process set out in Step 3 below.
The following documentation and information, including SAPML’s standard Share Transfer Form and associated declarations are required to be completed and provided to Ord Minnett at a minimum.
The Share Transfer Form and relevant declaration must be completed in full. These forms are available by following the below links for:
The following information is required to be included to complete the Share Transfer Form:
Number of Shares: The actual number of shares in the Company being transferred (the “Transfer Shares”).
Class of Shares: The class of the Transfer Shares (that is, Grower Shares, Wholesaler Shares, Retailer Shares or Unclassified Shares).
Name of Seller: These details must match those on the Seller’s share certificate. All names must be stated.
Consideration: This is the amount (monetary or otherwise) paid by the Buyer for the Transfer Shares. If the Transfer Shares are being transferred for no payment or other consideration, the
reason for the transfer must be provided (e.g., deceased estate transmission, dissolution of partnership, transferring to beneficial owners, matrimonial property settlement, etc.).
Date of transfer: The date the share transfer form has been signed by both the Seller and the Buyer.
Name of Buyer: Full names must be provided. Note: up to 3 persons can be registered as joint holders. If the Buyer is a trust then the name of the trustee or trustees of the trust, whether they be
individuals or a company, must be clearly noted.
Declaration: The Buyer must declare, if applicable, whether the Buyer is a Grower, Wholesaler and/or Retailer. This can be done by the Buyer placing an “x” in one or more of the boxes provided. The Buyer, or if more than one, all Buyers, must sign the declaration in addition to the signature(s) required at the foot of the transfer form. This declaration is a statutory declaration made pursuant to the Oaths Act 1936 and the Act provides penalties for false declarations. The signature of the Buyer(s) must be witnessed by an authorized witness which includes a Justice of the Peace, Solicitor, Proclaimed Manager or Proclaimed member of the Police Force.
Classification: The Buyer must indicate the class or classes in which the shares being transferred are to be classified. Shares can only be classified in a class in which the Buyer is eligible. For example, shares purchased by a Grower can only be classified as Grower Shares. If the Buyer is both a Grower and a Wholesaler, the Buyer may nominate some of the Transfer Shares to be classified as Grower Shares and the balance of the Transfer Shares to be classified as Wholesaler Shares. If pursuant to the Constitution the Buyer does not qualify as a Grower, Wholesaler or Retailer then their shares will be Unclassified Shares.
Buyer’s Address: Only one address can be nominated. The most appropriate postal address should be provided, as this is where all correspondence will be forwarded. Seller’s Signature: All those named on the Seller’s share certificate must sign the transfer form.
Buyer’s Signature: All those named as Buyers must sign the transfer form
STEP 3 – ORD MINNETT TRANSFER PROCESS
Ord Minnett are in charge of facilitating each trade on behalf of SAPML Shareholders. Therefore, brokerage costs are involved in each transaction.
In relation to the brokerage charged on the account, a tiered system is used to make the costs as fair as possible. SAPML believes these costs are in line with institutional trading industry standards. Brokerage will be attributed to the NYM Adviser Code after transactions have been made. Splits on brokerage are to be negotiated with management.
The below diagram shows how an example transaction will take place. In this example scenario, the buyer is purchasing 16,340 shares at $15.30 per share from the seller. This equates to a transaction of approximately $250,000, which will incur a brokerage rate of 1%. The brokerage is shared between the buyer and seller. Therefore:
STEP 4 – COMPANY REVIEWS SUBMITTED DOCUMENTS
Subject to the Company’s Constitution and the procedures set out above (or as otherwise advised by Ord Minnett) being complied with, the Board will consider the documents supplied to it by Ord Minnett. If the Board is prepared to formally approve the transfer, the Board will authorise the Secretary to instruct Ord Minnett to register the transfer of shares and issue a new share certificate.
FURTHER INFORMATION ON SHARE TRANSFERS
For any further information with respect to any proposed share transfer or transmission of shares please direct your queries to Matthew Amato of Ord Minnett, whose details appear above.
Disclaimers, release and indemnity
The share brokerage service described above is not a financial market nor a stock exchange and neither the Company nor Ord Minnett carries on a financial services business. Neither the Company nor Ord Minnett can provide advice to any person regarding the acquisition, sale or holding of Shares or any other financial products. If any person is uncertain regarding the acquisition, sale or holding of Shares, the Company recommends that the person seek professional advice.
Neither the Company nor Ord Minnett can negotiate on behalf of any person wishing to buy or sell Shares.
Subject to privacy considerations, the Company may indicate the prices at which Shares have been sold in the past. However, any such information does not constitute a recommendation as to whether Shares should be sold or purchased or the price at which Shares should or may be sold or purchased.
Since all sale and purchase transactions are entered into between Sellers and Buyers without the advice or intervention of the Company nor Ord Minnett, the Company expressly states that any indication as to the price at which Shares may have been sold in the past may not be a complete or accurate indication of the actual price or the full consideration received in connection with any sale of Shares or the value of Shares.
The Company and Ord Minnett offer the above brokerage services as a service for the convenience of people wishing to buy or sell Shares. Subject to the Company’s Constitution, and with the exception of members of the Company’s staff, a person may buy or sell Shares without using the above process or services. Those who use the above brokerage services, and/or who seek from the Company an indication of prices paid for Shares in the past, do so at their own risk and they release the Company from and indemnify the Company against any claim, damage, loss or cost whatever in connection therewith.