| 1. |
Participation |
| 1.1 |
Participation in the Dividend Reinvestment Plan (`DRP') of Beaconsfield Gold NL (`Beaconsfield') is optional and not transferable.
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| 1.2 |
Participation is open to all holders of ordinary shares in the capital of Beaconsfield except as provided in this Rule 1 (`Eligible Shareholders').
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| 1.3 |
Participation in the DRP is not available to those shareholders whose addresses (as they appear in the register of Beaconsfield) are in countries where it is or may be unlawful, impractical or undesirable in the opinion of the Directors for them to participate. Unless the Directors otherwise determine, shareholders with registered addresses in the United States of America, Canada or Japan or their respective territories or possessions may not participate.
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| 1.4 |
Allotment or transfer of shares to shareholders who are not resident in Australia at the time of allotment or transfer will be subject to all necessary government approvals (Australian or otherwise). It is the responsibility of each shareholder to obtain any such approvals.
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| 1.5 |
If, in the reasonable opinion of the Directors, the issue of shares under the DRP to, or the acquisition of shares under the DRP by, a Participant or the holding of those shares by a Participant may breach a provision of Beaconsfield's Constitution or be contrary to the law of any country, may prejudice the effective operation of the DRP or is otherwise in the sole opinion of the Directors undesirable or impractical, the Directors may:
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1.5.1 |
Decline to issue or transfer those shares;
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1.5.2 |
Reduce the issue or transfer of those shares on a proportionate basis; or |
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1.5.3 |
Reduce or suspend the participation of that Participant in the DRP.
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| 2. |
Applications to Participate
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| 2.1 |
During the period from the date of commencement to the date of termination (inclusive) of the DRP in accordance with these Rules (`DRP Period'), some or all of the ordinary shares held from time to time by a shareholder may participate in the DRP in accordance with these Rules.
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| 2.2 |
Application to participate in the DRP shall be made by notice in writing in the prescribed form delivered to the share registry of Beaconsfield (`Notice of Application') and be signed by the Eligible Shareholder who is referred to in these Rules as a `Participant'. A separate Notice of Application must be lodged for each separate shareholding account.
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| 2.3 |
Subject to Rule 9, upon Beaconsfield receiving a Notice of Application from an Eligible Shareholder completed in accordance with these Rules, participation in the DRP will commence from the next record date (otherwise known as the books closing date) for determining entitlements to payment of a dividend in respect of ordinary shares (`Record Date').
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| 2.4 |
`DRP Shares' refers to shares nominated in a Participant's Notice of Application as shares to which the DRP shall apply and also to shares allotted or transferred under the DRP.
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| 3. |
Level of Participation
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| 3.1 |
Participating in the DRP may be either full or partial in respect of each shareholding account of an Eligible Shareholder. An Eligible Shareholder shall nominate in the Notice of Application the degree to which the shareholder wishes to participate in the DRP:
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3.1.1 |
Full Participation applies in respect of all of the Participant's ordinary shareholding from time to time however acquired (including under the DRP) in respect of each shareholding account;
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3.1.2 |
Subject to Rule 3.1.3, partial Participation applies in respect of a specific number of ordinary shares nominated by the Participant (where that number is less than the Participant's total shareholding) in respect of each shareholding account and the ordinary shares subsequently allotted or transferred to the Participant under the DRP;
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3.1.3 |
If, at the relevant Record Date, the number of ordinary shares held by the Participant is less than the nominated number of ordinary shares for participation under the DRP, then the provisions of the DRP in respect of that dividend payment will, subject to Rule 10, apply to all ordinary shares held by the Participant;
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3.1.4 |
Notices of Application received by Beaconsfield, properly signed and completed, which do not nominate the degree of participation in the DRP will, without notice to the Participant, be deemed to be an application for full participation in the DRP;
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3.1.5 |
Where a partial amount or percentage of shares has been elected to participate in the DRP, the DRP will be paid on this amount with each subsequent payment.
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| 3.2 |
A separate Notice of Application must be delivered in relation to each shareholding account, which a shareholder wishes to nominate for full or partial participation. In these Rules where the context permits, `shareholder' and `Participant' refer to a shareholding or participation in respect of a single shareholding account, and a `participating shareholding account' refers to a shareholding account, which participates fully or partially in the DRP.
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| 3.3 |
Where a shareholder who holds DRP shares in one or more participating shareholding accounts becomes the registered holder of additional shares:
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3.3.1 |
By reason of a transfer of shares from another person; or
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3.3.2 |
In consequence of the allotment of shares, and the transfer document relating to the transfer of shares or the document relating to the allotment of shares which is lodged with Beaconsfield or the share registry fails to identify, or to identify correctly, an existing shareholding account of the shareholder to which the shares are to be added, the shares concerned will be allocated to a new shareholding account created in Beaconsfield's share register (`Register') in respect of the transfer or allotment, and the shares concerned shall not be taken to be DRP shares. In order for such additional shares to participate in the DRP (if any), a Notice of Application will have to be completed in respect of those shares, in accordance with these Rules.
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| 3.4 |
To identify correctly a shareholding account, the name, address and shareholder reference and Register specified in the document referred to in Rule 3.3 must be identical to those particulars in the Register.
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| 3.5 |
Where participating shareholding accounts have the same name and address, the Directors in their sole discretion may consolidate two or more participating shareholding accounts in the Register for the purposes of the DRP.
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| 4. |
Operation of DRP
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| 4.1 |
The Directors in their complete discretion will determine with respect to the operation of the DRP for any dividend whether to issue new shares or to cause the transfer of shares to a Participant, or to apply a combination of both, to satisfy the obligations of Beaconsfield under these Rules. If the Directors determine to cause the transfer of shares to Participants, the shares may be acquired in the market in such manner as the Directors consider appropriate.
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| 4.2 |
Subject to Rule 4.3, the amount of each dividend payment to a Participant in respect of DRP shares will be applied by Beaconsfield on the Participant's behalf in subscription for or purchase of additional fully paid ordinary shares.
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| 4.3 |
Notwithstanding anything in these Rules, any cash dividend so payable will not be available for the purpose of participating in the DRP where, in accordance with the Constitution of Beaconsfield or otherwise by law:
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4.3.1 |
Beaconsfield is, or would be, entitled to retain all or part of any dividend which is, or would be, payable in respect of any shares held in the participating shareholding account; or
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4.3.2 |
Beaconsfield is, or would be, entitled to a charge or lien over any shares held in the participating shareholding account, or over any dividend payable in respect of such shares; or
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4.3.3 |
If withholding tax is payable in the case of overseas Participants or there is otherwise a requirement to deduct an amount in respect of tax, that tax will be deducted from the amount payable by way of dividend and only the balance will be applied in subscribing for or purchasing shares.
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| 4.4 |
At the time of each dividend payment, Beaconsfield will for each Participant:
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4.4.1 |
Determine the amount of the dividend payable in respect of the participating shares;
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4.4.2 |
Determine (where applicable) the Australian withholding tax payable in respect of the dividend and any other sum Beaconsfield is entitled or obliged to retain or deduct in respect of those shares;
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4.4.3 |
Calculate the difference between the amounts determined under Rule 4.4.1 and any amount determined under Rule 4.4.2;
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4.4.4 |
Determine the maximum whole number of additional fully paid ordinary shares which can be allotted or transferred under these Rules by dividing the amount determined under Rule 4.4.3 by the acquisition amount determined under Rule 4.6, rounded down to the nearest whole share;
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4.4.5 |
In the name of the Participant subscribe for or purchase the relevant number of fully paid ordinary shares as determined under Rule 4.4.4 and allot or transfer (as the case may be) that number of fully paid ordinary shares to the Participant; and
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4.4.6 |
Make such other entries as the Directors may determine to be necessary or expedient for the good of the management of the DRP.
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| 4.5 |
Any amounts remaining following the subscription for or purchase of shares under Rule 4.4.5 above will be forfeited by the Participant and will become the property of Beaconsfield and therefore will not be held for the Participant or returned to the Participant.
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| 4.6 |
The acquisition amount for the fully paid ordinary shares allotted or transferred under the DRP will be an amount in cents that is the volume weighted average sale price for fully paid ordinary shares in the capital of Beaconsfield sold on the Australian Stock Exchange during the 10 trading days following the dividend ex date, less a discount of 5.0% (or such lower percentage as the Directors shall from time to time determine in their absolute discretion). Notice of the actual percentage discount will be given to shareholders prior to the relevant Record Date.
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| 4.7 |
The calculation of the volume weighted average sale price under Rule 4.6 shall not include transactions which are:
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4.7.1 |
Crossings prior to the commencement of normal trading;
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4.7.2 |
Crossings during the after hours adjust phase; or
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4.7.3 |
The exercise of options over Shares, as described in the ASX Market Rules.
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| 4.8 |
The volume weighted average sale price to be used for the purposes of Rule 4.6 shall be calculated by the Directors or a suitably qualified person nominated by the Directors and, in the absence of manifest error, is binding on Participants.
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| 4.9 |
The DRP will only operate where dividends are declared in cash.
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| 5. |
Allocation of Shares
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| 5.1 |
Fully paid ordinary shares allotted under the DRP will, from the date of allotment, rank equally in all respects with existing fully paid ordinary shares in Beaconsfield.
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| 5.2 |
Shares allotted to a Participant under the DRP in respect of a participating shareholding account will be registered on a register chosen by Beaconsfield where the Participant already holds fully paid ordinary shares. Where shares are issued under the DRP in respect of DRP Shares held on a register located outside Australia, the Directors may in their absolute discretion register those shares on that foreign register.
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| 5.3 |
Fully paid ordinary shares to be allotted under the DRP will be allotted in accordance with the Listing Rules of the Australian Stock Exchange Limited. A statement will be issued recording the basis of the DRP allotment.
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| 5.4 |
Shares transferred under the DRP will be registered in the name of the Participant on the Register where the Participant already holds Shares.
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| 6. |
Costs to Participants
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No brokerage, commission, stamp duty or other transaction costs will be payable by Participants in respect of fully paid ordinary shares allotted or transferred under the DRP.
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| 7. |
Statements to Participants
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After each allotment or transfer of shares under the DRP, Beaconsfield will forward to each Participant a statement advising these details.
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| 8. |
Variation or Termination
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| 8.1 |
A Participant may at any time vary the degree of participation or may terminate participation in the DRP by giving notice in writing in the prescribed form (`Notice of Application') delivered to the Register. To be effective for a forthcoming dividend, a Notice of Application must be received by the Share Registry prior to 5.00pm on the Record Date for that dividend.
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| 8.2 |
If Beaconsfield is notified of the death or bankruptcy of a Participant, participation in the DRP by that Participant shall cease, unless the personal representative or executor of the estate of the Participant or trustee in bankruptcy (as the case may be) otherwise notifies Beaconsfield or the deceased or bankrupt Participant held the relevant Shares jointly with other persons who remain eligible to participate.
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| 8.3 |
Where a Participant with partial participation disposes of part of their ordinary shareholding then, unless the Participant advises Beaconsfield otherwise by giving a Notice of Application to Beaconsfield, the ordinary shares disposed of will be deemed to be ordinary shares not participating in the DRP, and second, if necessary, as to the balance of the disposal, part of the Participant's shareholding which participates in the DRP.
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| 8.4 |
Where a Participant disposes of their entire holding of ordinary shares in Beaconsfield participation in the DRP will terminate on the date of the last transaction registered by Beaconsfield.
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| 8.5 |
Upon termination of the participation of a Participant for any reason, Beaconsfield will, unless otherwise directed, send to the Participant, the legal representative of a deceased Participant, or the person having the authority over the estate of a bankrupt Participant, as applicable a statement notifying of the termination of the DRP.
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| 8.6 |
No DRP share shall cease to be a DRP share pursuant to a transfer, transmission or withdrawal, unless and until the transfer or transmission has been registered, or the withdrawal has been noted in the Register, in accordance with the Constitution of Beaconsfield and any other relevant legal requirements.
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| 9. |
Notices
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| 9.1 |
Notices of Application to Beaconsfield shall be in writing and in such a form as Beaconsfield may from time to time prescribe. Notices of Application will be effective on receipt by Beaconsfield subject to:
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9.1.1 |
These Rules;
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9.1.2 |
Acceptance by the Directors which may be withheld in any case at the absolute discretion of the Directors; and
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9.1.3 |
Receipt by the Register by not later than 5.00pm on the Record Date for a forthcoming dividend if such notice is to apply to that dividend. Notices of Application received after 5.00pm on the Record Date will, subject to Rule 10, be effective for the following dividend.
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| 9.2 |
Notices by Beaconsfield shall be given in accordance with the Constitution of Beaconsfield.
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| 9.3 |
Where a Notice of Application has been approved and the appropriate entry has been made in the Register, the Notice of Application shall take effect as from the time at which the entry was made.
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| 9.4 |
Approval of a Notice of Application may be withheld in any case at the absolute discretion of the Directors, including if the Directors have determined that approval of that Notice of Application would prejudice the effective operation of the DRP or otherwise be contrary to law or equity.
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| 9.5 |
A Notice of Application given by a transferee or transmittee of shares may be treated by Beaconsfield as an effective Notice of Application for the purposes of these Rules notwithstanding that the shares were not registered in the name of the transferee or transmittee at the time the Notice of Application was given.
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| 9.6 |
Beaconsfield will be under no obligation to correct invalid Notices of Application on behalf of shareholders.
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| 10. |
Modification, Suspension and Termination
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| 10.1 |
The DRP may be modified, suspended or terminated by the Directors at any time at their absolute discretion.
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| 10.2 |
A suspension of the DRP pursuant to Rule 10.1 shall take effect from a date determined by the Directors (`date of suspension') and shall continue until such time as the Directors resolve either to recommence or to terminate the DRP (`period of suspension'). The date of suspension and the date of any recommencement of the DRP shall be notified to shareholders as soon as reasonably practicable after the occurrence of either event.
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| 10.3 |
As of the date of suspension and during the period of suspension, any ordinary shares which may have been DRP shares immediately prior to the date of suspension shall cease to participate in the DRP and shall accordingly cease to be DRP shares, notwithstanding the entries which may appear in the Register on that date.
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| 10.4 |
The directors may resolve to recommence the suspended DRP at any time on such conditions as they think fit.
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| 10.5 |
Without limiting their power under Rule 10.4, the Directors may also direct that ordinary shares held in shareholding accounts which had been nominated for full participation or partial participation in the DRP prior to the date of suspension shall, with effect from the date of recommencement, participate in the DRP in accordance with the previous nominations of the shareholders concerned. The date and conditions of the recommencement (including any directions as to shares recommencing to participate in the DRP) shall be notified to shareholders.
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| 10.6 |
In the case of termination or modification of the DRP pursuant to Rule 10.1, shareholders shall be notified of such termination or modification 14 days prior to such termination or modification taking effect. Participants will continue under the modified DRP unless Beaconsfield is notified to the contrary by a Notice of Application.
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| 10.7 |
In the case of termination of the DRP, Beaconsfield will send each Participant notice of the date of termination.
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| 10.8 |
The accidental omission by Beaconsfield to give notice of modification, suspension or termination to any Participant or the non-receipt of any notice by any Participant will not invalidate the modification, suspension or termination of the DRP.
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| 11. |
ASX Listing
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Beaconsfield will promptly apply for fully paid ordinary shares allotted under the DRP to be granted Official Quotation on the Australian Stock Exchange Limited and such other official exchange or exchanges as may form time to time have accepted the fully paid ordinary shares in Beaconsfield for quotation.
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| 12. |
Taxation
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Neither Beaconsfield nor any officer of Beaconsfield accepts responsibility for any taxation liabilities of Participants in the DRP and specific taxation advice should be obtained by the Participant, if required. However, in general terms, individual shareholders will be subject to the same tax liability on dividends received whether such dividends are received in cash or are reinvested in fully paid ordinary shares under the DRP.
Overseas shareholders are advised to make their own enquiries regarding any tax liability in their place of residence.
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| 13. |
Administration
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This DRP will be administered by the Directors who shall have the power to:
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| 13.1 |
Determine appropriate procedures for administration of the DRP consistent with the provisions of these Rules;
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| 13.2 |
Resolve conclusively all quotations of fact, interpretation or dispute in connection with the DRP and settle as they think fit any difficulties or anomalies howsoever arising in connection with, or by reason of, the operation of the DRP;
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| 13.3 |
Waive strict compliance with any of these Rules; and
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| 13.4 |
Delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of any of their powers or discretions arising under the DRP.
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| 14. |
Equitable claims
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Beaconsfield, unless otherwise required by law, need not recognise a person as owner of additional shares issued or transferred under the DRP other than the registered holder of the DRP Shares in respect of which the additional shares are issued or transferred.
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| 15. |
Governing Law
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The DRP and its operations will be governed by the laws of the State of Victoria, Australia.
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| 16. |
General
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| 16.1 |
The DRP will commence on the date determined by the Directors.
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| 16.2 |
These Rules will be binding upon each person who is or becomes a Participant.
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| 16.3 |
Neither Beaconsfield nor any officer of Beaconsfield will be liable or responsible to any Participant for any loss or alleged loss or disadvantage suffered or incurred by a Participant as a result, directly or indirectly, of the establishment or operation of the DRP or participation in the DRP or in relation to any advice given with respect to participation in the DRP.
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The Beaconsfield Gold NL (‘Beaconsfield') Dividend Reinvestment Plan (‘DRP') allows Beaconsfield Shareholders to reinvest some or all of the dividends payable on their Beaconsfield fully paid ordinary shares (‘Beaconsfield Shares').
Participation in the DRP is subject to the Rules of the DRP. A copy of the Rules of the DRP is available from Beaconsfield's website at www.beaconsfieldgold.com.au, or by contacting Beaconsfield's share registry (see below).
The following is a series of questions and answers concerning the DRP and is intended to act purely as a guide to the interpretation of the DRP Rules themselves. If shareholders have any questions about whether or not to participate in the DRP, Beaconsfield suggests that they should seek independent professional advice.
Who can participate in the DRP?
Participation is purely optional. The DRP is generally available to all Beaconsfield shareholders except for shareholders having a registered address or being a resident in a country other than Australia or New Zealand that may not be able to participate in the DRP because of legal requirements applicable in that country. Unless the Directors otherwise determine, shareholders with registered addresses in the United States of America, Canada or Japan or their respective territories or possessions may not participate.
How does the DRP work?
Dividends otherwise payable on Beaconsfield Shares that are subject to the DRP will be applied on the participating shareholder's behalf to acquire additional Beaconsfield Shares. Beaconsfield may in its discretion either allot new shares or cause existing shares to be acquired on-market for transfer to participating shareholders.
If any withholding tax is payable in respect of the dividend or if there is any other amount Beaconsfield must retain (for example, if a shareholder does not quote a tax file number), these amounts will be deducted from the dividend and the balance will be applied in subscribing for shares.
At what price will my new shares be issued?
The new shares will be issued at a price equal to the volume weighted average sale price of Beaconsfield shares sold in the course of trading on the Australian Stock Exchange over a period of ten consecutive trading days following the dividend ex date, less the discount available to participating shareholders as determined by the Board from time to time. The Board has determined that the initial discount available to participating shareholders will be 5.0%.
How will Beaconsfield calculate the number of shares that I will be allotted?
The amount of the dividend (less any withholding taxes as described above) will be applied in subscribing for the maximum number of fully paid ordinary shares and will be rounded down to the nearest whole number of shares. Any amount remaining representing an amount which is not sufficient to subscribe for an additional Beaconsfield Share will be retained by Beaconsfield. This amount will not be held on behalf of the shareholder and will not be returned to the shareholder.
What is the cost of participation?
No brokerage, commission, stamp duty or other transaction costs will be payable by participating shareholders in respect of shares issued under the DRP except for the forfeiture of amounts as described in the above paragraph.
What do I have to do to participate?
Eligible shareholders may decide to participate in the DRP with respect to some or all of their Beaconsfield shareholding at any time by completing a Dividend Reinvestment Plan Form and returning it to Beaconsfield's share registry. Eligible shareholders may also elect to vary or withdraw their participation by the same method.
If the share registry receives a Dividend Reinvestment Plan Form that does not indicate the level of participation in the DRP, it will be deemed to be an application for full participation.
Do all my shares have to participate?
No. A shareholder may decide to participate in the DRP for any number of Beaconsfield Shares held by them.
What happens if I sell my shares?
If a participating shareholder sells some of his or her shares those shares that were not participating in the DRP will be deemed to have been sold first unless the shareholder notifies Beaconsfield.
What happens if I acquire more shares?
If a participating shareholder acquires additional shares those shares will be deemed to be participating shares in the DRP unless the shareholder notifies Beaconsfield.
Do I get a statement?
Participating shareholders will be sent a statement after each dividend payment, documenting their participation in the DRP.
How does the DRP affect my tax position?
Beaconsfield does not, and cannot, provide tax advice to shareholders and does not accept any responsibility for any interpretation of, or application by, shareholders of the general information set out below. Beaconsfield suggests that participants seek independent professional advice concerning their taxation position.
Under the current Australian income tax legislation, dividends reinvested under the DRP will be assessable for income tax in the same manner as cash dividends.
For Capital Gains Tax purposes, shares issued under the DRP will have a combined cost base equal to the amount of the cash dividend entitlement that is reinvested. Shareholders may be subject to tax on disposal of the shares in relation to the sale proceeds received and the cost base of the shares.
Can the DRP be modified or suspended?
Yes. The DRP may be modified, suspended or terminated by the Board at any time after Beaconsfield has posted a notice on the company's website and it has notified the ASX.
How do I get more information?
The terms and conditions of the DRP are set out in the DRP Rules and participation in the DRP is subject to the DRP Rules. A copy of the DRP Rules is available on Beaconsfield's website at www.beaconsfieldgold.com.au or by contacting Beaconsfield's share registry. If you wish to enquire about the DRP, please either contact Beaconsfield's share registry or Beaconsfield on +61 3 9909 7401.
How do I contact the Beaconsfield share registry?
The contact details for the Beaconsfield share registry are as follows:
