Share Trading
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 broke to deal with ‘on market’ share transfers; and
- Computershare has been appointed by the Company as the manager of SAPML’s share register and will deal with ‘off-market’ share transfers.
Ord Minnett:
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 – Private Client Advisor
P: (08) 8203 2528 I E: mamato@ords.com.au
A: Level 5, 100 Pirie Street, Adelaide, SA, 5000
W: www.ords.com.au
Ord Minnett provide a facility (the STIR) whereby parties who wish to buy or sell SAPML shares can contact each other.
HISTORICAL SHARE TRANSFERS – {ORD MINNETT}
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.
Computershare:
Computershare will manage SAPML’s share register. SAPML will ensure that all share transfers are recorded with Computershare so that SAPML always has an up-to-date record of its shareholders.
Computershare will also deal with all ‘off-market’ transfers, being transfers arranged outside of the STIR, such as:
- transfers between related parties;
- transmission of shares by the representative of a shareholder’s estate; and
- off-market transfers agreed between the parties.
The above types of transfers which do not use the STIR will not need to be processed through Ord Minnett. Nigel from Computershare’s contact details are as follows:
Nigel Bulling
E: Nigel.bulling@computershare.com.au
P:08 8236 2348
A: Level 5, 115 Grenfell Street, Adelaide, SA, 5000
W: www.computershare.com.au
Restrictions on Transfers
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:
- Non-industry shareholders’ are not permitted to vote in the election of any industry class directors to the Board of the Company, but 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 of shares in the Company that are categorised as Non-industry Shares. That is, as a proportion of the total number of shares issued, the shares held by non-industry shareholders must not exceed 49% (49% Non-industry Shares Cap). Accordingly, the Board cannot approve any share transfer or transmission of shares in circumstances where the 49% Non-industry Shares Cap may be breached if the transfer or transmission was permitted. The purpose of the 49% Non-industry Shares 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 by a shareholder together with any associates of that 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 cannot 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 (and in some cases, must) 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.
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% Non-industry Shares Cap and or the 15% Cap or give rise to other issues under the Constitution.
Instructions for Transferring Shares – ‘On Market’ Transfers:
As noted above, shareholders wishing to conduct an on-market share transfer utilising the STIR must deal with Ord Minnett. The steps for an ‘on-market’ transfer via Ord Minnett are set out below.
For any ‘off-market’ share transfers that are arranged outside of the STIR (e.g. transfers between related parties, transmission of shares by the representative of a shareholder’s estate and off-market transfers), please see the section below titled ‘Instructions for Transferring Shares – Off-Market Transfers’.
STEP 1 – 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 2 below.
The following documentation and information must be completed and provided to Ord Minnett at a minimum:
- Share Transfer Form; and
- either the Undertaking and Statutory Declaration for Classified Shares (Growers, Wholesalers and/or Retailers) OR the Undertaking and Statutory Declaration for Non-Industry Shares.
Ord Minnett may require additional information from the parties. We note that the Share Transfer Form states that the form should be returned to Computershare (as it is Computershare’s standard form), but we request that prospective Buyer and Sellers send this directly to Ord Minnett, who will then pass this onto Computershare to register.
The Share Transfer Form and relevant Undertaking and Statutory Declaration must be completed in full. The declarations are available by following the below links:
Classified Shares Undertaking and statutory declaration
Non-Industry Shares undertaking and statutory declaration
In the Undertaking and Statutory Declaration, the Buyer must declare, if applicable, whether the Buyer is a Grower, Wholesaler and/or Retailer and 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 its shares will be Non-Industry Shares.
The Statutory Declaration is a statutory declaration made pursuant to the Oaths Act 1936 and that 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.
A Share Transfer Form will only be considered by the Board if it is accompanied by the Undertaking and Statutory Declaration of the Buyer (also described as the Transferee).
Please refer to Section A of the Share Transfer Form for instructions on how to complete this form. Please note the class to be included in Item 2 of the Share Transfer Form should be the existing class if the class will change as a result of the transfer, as noted in the Buyer’s Undertaking and Statutory Declaration.
STEP 2 – ORD MINNETT TRANSFER PROCESS
Ord Minnett are in charge of facilitating transfers undertaken via the STIR 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.
- For trades under $500,000 – 1% brokerage charged on the trade (100 bps)
- For trades between $500,000 – $1,000,000 – 0.50% (50 bps)
- For trades over $1,000,000 – 0.30% (30bps)
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:
- the seller and buyer will execute a Share Transfer Form and the buyer will sign the relevant Undertaking and Statutory Declaration;
- Ord Minnett will provide the Share Transfer Form and Undertaking and Statutory Declaration to the SAPML Company Secretary, Angelo Demasi, for the SAPML Board approval (see Step 3 below);
- if approved by the Board under Step 3, the buyer will pay $250,000 consideration for the shares + $1,250 in brokerage;
- the seller will receive $250,000 consideration and provide 16,340 shares and pay $1,250 in brokerage;
- the buyer will deposit $251,250 into their CBA ACA account. Ord Minnett will debit the $250,000 and deposit it into the sellers CBA ACA account and debit $1,250 in brokerage; and
- the seller will deposit $1,250 in brokerage into their CBA ACA account. Ord Minnett will debit the $1,250 in brokerage from the account once the trade is finalised.
STEP 3 – COMPANY REVIEWS SUBMITTED DOCUMENTS
Subject to compliance with the Company’s Constitution and the procedures set out above (or as otherwise advised by Ord Minnett), 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 Company Secretary to instruct Computershare to register the transfer of shares and issue a new share certificate.
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 complete 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.
Instructions for Transferring Shares – ‘Off-Market’ Transfers:
The below instructions set out the process for all ‘off-market’ transfers that are arranged outside the STIR (e.g. transfers between related parties, transmission of shares by the representative of a shareholder’s estate and off-market transfers), to be conducted through Computershare.
For any ‘on-market’ share transfers arranged using the STIR, please see the section above titled ‘Instructions for Transferring Shares – On-Market Transfers’.
STEP 1 – DOCUMENTATION
Shareholders must complete and provide the following documentation and information to Computershare at a minimum:
- Share Transfer Form; and
- either the Undertaking and Statutory Declaration for Classified Shares (Growers, Wholesalers and/or Retailers) OR the Undertaking and Statutory Declaration for Non-Industry Shares.
The Share Transfer Form and relevant Undertaking and Statutory Declaration must be completed in full and are available at the below links:
Classified Shares Undertaking and statutory declaration
Non Industry Shares undertaking and statutory declaration
For the transmission of shares, the below Deceased Estates Checklist must also be completed:
In the Undertaking and Statutory Declaration, the Buyer must declare, if applicable, whether the Buyer is a Grower, Wholesaler and/or Retailer and 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 its shares will be Non-Industry Shares.
The Statutory 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.
A Share Transfer Form will only be considered by the Board if it is accompanied by the Undertaking and Statutory Declaration by the Buyer (also described as the Transferee), together with relevant Statutory Declarations.
Please refer to Section A of the Share Transfer Form for instructions on how to complete this form. Please note the class to be included in Item 2 of the Share Transfer Form should be the existing class if the class will change as a result of the transfer, as noted in the Buyer’s Undertaking and Statutory Declaration.
STEP 2 – COMPUTERSHARE TRANSFER PROCESS
Once the prospective Seller and Buyer provide the completed documentation to Computershare, Computershare will provide the Share Transfer Form and the Undertaking and Statutory Declaration to the SAPML Company Secretary, Angelo Demasi, for SAPML Board approval.
STEP 3 – COMPANY REVIEWS SUBMITTED DOCUMENTS
Subject to compliance with the Company’s Constitution and the procedures set out above, the Board will consider the documents supplied to it by Computershare. If the Board is prepared to formally approve the transfer, the Board will authorise the Company Secretary to instruct Computershare to register the transfer of shares and issue a new share certificate.
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 complete 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 4 – COMPUTERSHARE REGISTERS THE TRANSFER
As noted above, if the Board approves the transfer under Step 3, the Board will authorise Computershare to register the transfer of shares and issue a new share certificate to the buyer. Computershare will update its register to include the transfer and new holder of the shares.
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, or Nigel Bulling of Computershare, 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.
