Share trading

As an unlisted public company, APML shares are not traded on the Australian Stock Exchange or any other share trading exchange system. To assist buyers and sellers with buying and selling Company shares, a register, known as the Share Transfer Introduction Register (STIR) has been established by the Company to facilitate these enquiries.

STIR provides a facility whereby parties who wish to buy or sell 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 APML’s authorised share registry service provider, David Garry & Associates.

Copies of the most recent Buyers & Sellers Register and Share Transaction Summary and the STIR Procedures & Rules can be downloaded by clicking on the links below:

Download the share transfer introduction register

Download the share transaction summary

Download STIR procedures & rules

If you would like to register your interest as a potential Buyer or Seller on STIR, please download and complete either of the following forms:

Download the sellers authorisation form

Download the buyers authorisation form

 

In accordance with the Company’s Constitution a signed and witnessed original copy of the STANDARD TRANSFER FORM must be completed and sent to APML’s authorised share registry service provider, David Garry & Associates (whose details appear below), so as to enable the change of ownership to 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 that time shares may be acquired by and transferred to non-produce industry shareholders, however there are certain limitations that are set out in detail in the Constitution. We provide a short summary below however interested parties should consider the detailed provisions set out in the Constitution and take their own advice on the interpretation of those provisions:

  • Non-industry shareholders’ shares in the Company are categorized as “Unclassified Shares”. As Unclassified Shares the holders of those shares are not permitted to vote in the election of any industry class directors to the Board of the Company however they are permitted to vote in the election of independent directors and with respect to other shareholder resolutions. The purpose of this limitation is to maintain South Australian fruit and vegetable industry control over the Company’s Board.
  • There is a 49% limit on the number shares in the Company that are in the Unclassified Shares category. That is, as a proportion of the total number of shares issued, the shares held by non-industry shareholders must not be permitted to exceed 49% (49% Unclassified Shares Cap). Accordingly, the Board will not approve any share transfer or transmission of shares in circumstances where the 49% Unclassified Shares Cap may be breached if the transfer or transmission was permitted. The purpose of the 49% cap is to maintain South Australian fruit and vegetable industry control over the Company.
  • There is a 15% limit on the number of shares in the Company that may be held by a shareholder either by a single shareholder or together with any associates of a shareholder. That is, as a proportion of the total number of shares issued, the shares held by a single shareholder in their own name or together with any shares held by the associates of any shareholder must not be permitted to exceed 15% (15% Cap). Accordingly, the Board will not approve any share transfer or transmission of shares in circumstances where the 15% Cap may be breached if the transfer or transmission was permitted. The purpose of the 15% Cap is to provide opportunities for all South Australian fruit and vegetable industry participants to own shares in the Company and to protect the Company from a corporate takeover.

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.

Instructions for Transferring Shares:

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 application to transfer shares in the Company 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 which may be found by following this link.

The Board may refuse to register a transfer of shares 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 is absolute.

STEP 2 – GUIDE TO COMPLETION OF SHARE TRANSFER FORM

The following is a guide to the completion of the Share Transfer Form. The Share Transfer Form must be completed in full. Please refer to sample form available by following this link for classified shares or this link for unclassified shares.

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 – SUBMIT DOCUMENTS TO SHARE REGISTRY

The following documents must be sent to the Company’s authorised share registry service provider whose details are:

Share Registry:  David Garry & Associates
Address:              225 Fullarton Road, Eastwood, South Australia, 5063
Telephone:          1300 880 963
Fax:                      1300 880 953
Email:                  contact@davidgarry.com.au

The required documents following completion of step 2 are:

1. the relevant Share Transfer Undertaking;
2. the relevant Share Transfer Statutory Declarations; and
3. the Seller’s Share Certificate (Buyer must obtain this from the Seller).

Once these documents have been lodged with the Company’s authorised share registry then they will in turn be submitted to the APML Board for formal approval pursuant to the Constitution.

STEP 4 – COMPANY REVIEWS SUBMITTED DOCUMENTS

Subject to the Company’s Constitution and the procedures set out above being complied with, the Board will consider the documents supplied to it by the Buyer. If the Board is prepared to formally approve the transfer, the Board will authorise the Secretary to instruct the Company’s Share Registry to register the transfer of shares and issue a new share certificate.

SHARE RECLASSIFICATION

The Board has, in accordance with the Constitution, determined that any member wishing to reclassify shares from one class to another must submit the documents available by clicking here before any such reclassification can become effective. The Board will review such submitted documents and will not reclassify any shares unless it is satisfied that the reclassification will not bring about a breach of the provisions of the Constitution.

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 the Company’s share registry service provider, David Garry & Associates whose details appear above.

South Australian Produce Market

South Australian Produce Market

Burma Road, Pooraka

P: (08) 8349 4493
E: enquiry@saproducemarket.com.au

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