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PEET LIMITED — Capital/Financing Update 2011
May 31, 2011
65600_rns_2011-05-31_8e179957-1eca-432c-9b4d-a9d040bda3ad.pdf
Capital/Financing Update
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SHARE PURCHASE PLAN
1 June 2011


Dear Shareholder,
On behalf of the Peet Board, I am pleased to invite you to participate in a share purchase plan ("SPP") to purchase up to a maximum of A$15,000 worth of fully paid ordinary Shares in Peet ("Shares"). The offer of Shares under this SPP is fully underwritten to, and capped at, A$20 million.
On 1 June 2011, Peet also announced other capital management initiatives being the refi nance and extension of Peet's existing bank facilities and an offer of unsecured, redeemable convertible notes to raise up to A$50 million, with A$40 million of that being underwritten.
Funds raised under the SPP, in conjunction with the other capital management initiatives described above, will be used to fund future acquisitions and new developments, including the acquisition of a 50% interest in the 1,244 hectare Flagstone West property 38km south west of Brisbane (the "Acquisition"). Motor Trades Association of Australia Superannuation Fund, the vendor, will remain a 50% owner of the property and a wholly owned Peet subsidiary will become the Development Manager. The Acquisition substantially increases Peet's exposure to the South East Queensland market and expands Peet's Funds Management business.
The SPP provides you, as an eligible shareholder, with the opportunity to increase your shareholding in Peet at an issue price per Share which is at a 5% discount to the arithmetic average of the daily volume weighted average price of shares traded on the ASX over the Pricing Period without incurring brokerage, commissions or other transaction costs. The Pricing Period is currently scheduled to take place between Tuesday 21 June 2011 and Friday 24 June 2011 (both dates inclusive).
This booklet contains the terms and conditions of the SPP. Within this booklet you will also fi nd your personalised Application Form, to be completed in accordance with the instructions on the form. You should read both this booklet and the Application Form in their entirety.
It is important to note that the SPP is scheduled to close at 5.00pm (Perth time) on Thursday 16 June 2011. To participate, you need to ensure that you have paid your application monies via BPAY® pursuant to the instructions set out on the Application Form OR your completed Application Form and your cheque is received by our share registry, Computershare Investor Services Pty Limited, before this time and date. You can participate in the SPP by applying to purchase a parcel of Shares for a minimum amount of A$5,000 or any A$1,000 incremental amount thereafter (subject to a maximum of A$15,000 for each eligible shareholder, irrespective of the size of your existing shareholding).
Participation in the SPP is optional and the right to participate will not be transferable.
You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the SPP.
If you have any questions in relation to the SPP please contact Peet's Share Registry Enquiry Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 9.00am to 5.00pm (Perth time) Monday to Friday.
On behalf of the Peet Board, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.
Yours sincerely,
Tony Lennon Chairman Peet Limited
THIS DOCUMENT IS NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
KEY EVENTS AND DATES *
| Record Date (for determining eligibility | |
|---|---|
| to participate in SPP) | 5.00pm (Perth time) on Tuesday 31 May 2011 |
| Offer date | Wednesday 1 June 2011 |
| SPP offer opening date | Thursday 2 June 2011 |
| SPP offer closing date | 5.00pm (Perth time) on Thursday 16 June 2011 |
| SPP Pricing Period | Tuesday 21 June 2011 to Friday 24 June 2011 |
| Announcement of the number of Shares to be allottedunder the SPP and, if applicable, the outcome of any scale-back | Monday 27 June 2011 |
| Allotment of new Shares under the SPP | Thursday 30 June 2011 |
| Expected commencement date for trading of new Shares on ASX | Thursday 30 June 2011 |
| Despatch of transaction confi rmations and, if applicable,a direct credit deposit or refund cheque | Thursday 30 June 2011 |
* Peet reserves the right, in its discretion, to vary these dates by making an announcement to the ASX.
SUMMARY OF THE SPP
1. What is the SPP?
The SPP provides eligible shareholders with the opportunity to subscribe for up to A$15,000 worth of Shares at an issue price per Share which is at a 5% discount to the arithmetic average of the daily volume weighted average price of Shares traded on the ASX over the Pricing Period, without incurring any brokerage, commissions or other transaction costs. The right to participate in the SPP is personal and not transferable.
2. Eligible shareholders
Participation in the SPP is optional and is available exclusively to "eligible shareholders". In general terms, to be an eligible shareholder you must be registered as the holder of Shares as at the Record Date (being 5.00pm (Perth time) on 31 May 2011) and your address as recorded in Peet's register of members must be in Australia or New Zealand.
3. Issue price
The issue price for each new Share under the SPP will be at a 5% discount to the arithmetic average of the daily volume weighted average price of Shares traded on the ASX over the Pricing Period. The Pricing Period is currently scheduled to take place between Tuesday 21 June 2011 and Friday 24 June 2011 (both dates inclusive).
4. How much can you invest?
Applications can be made to purchase a parcel of Shares in respect of a minimum amount of A$5,000, with A$1,000 increments thereafter. The maximum number of Shares that an eligible shareholder can subscribe for will be restricted to A$15,000 worth of Shares. The A$15,000 maximum applies to all eligible shareholders irrespective of the number of Shares held as at the Record Date.
5. How to participate
If you would like to participate in the SPP, you can either:
- Make a payment by BPAY® in accordance with the instructions on the Application Form, ensuring that payment is made prior to 4.00pm (Perth time) on Thursday 16 June 2011. If payment is made by BPAY® there is no requirement to return the Application Form.
- Alternatively, return your completed Application Form, together with a cheque payable to "Peet Limited":
- in the enclosed reply paid envelope so that it is received prior to 5.00pm (Perth time) on Thursday 16 June 2011; or
- by hand delivery to Level 7, 200 St Georges Terrace, Perth WA 6000 so that it is received prior to 5.00pm (Perth time) on Thursday 16 June 2011.
6. Scale-back
Peet is seeking to raise a maximum of A$20 million under the SPP. If applications for Shares under the SPP exceed A$20 million, Peet may in its discretion undertake a scale-back to the extent and in the manner that it sees fi t.
1. SPP OFFER
- (a) Peet Limited ("Peet") offers Eligible Shareholders (defi ned in clause 2 below) the opportunity to purchase up to A$15,000 worth of fully paid ordinary shares in Peet ("Shares") at an issue price per Share at a 5% discount to the arithmetic average of the daily volume weighted average price of Shares traded on the ASX over the Pricing Period ("Issue Price") under the Share Purchase Plan ("SPP"), subject to and in accordance with the terms and conditions set out in this booklet.
- (b) In these terms and conditions:
- (i) the "SPP Offer" means the offer in clause 1(a); and
- (ii) the "SPP Shares" means the Shares which are offered for issue, or to be allotted, to Eligible Shareholders under the SPP.
- (c) Only persons who are Eligible Shareholders may participate in the SPP.
- (d) Directors and employees of Peet who are Eligible Shareholders may participate in the SPP.
- (e) Participation in the SPP is optional.
- (f) If you are an Eligible Shareholder, your rights under the SPP Offer and SPP are personal to you and non-renounceable, which means you cannot transfer them to another person.
2. ELIGIBLE SHAREHOLDERS
- (a) Subject to the remaining paragraphs of this clause 2, an "Eligible Shareholder" means a registered holder of Shares as at the "Record Date" (being 5.00pm (Perth time) on 31 May 2011) whose address, as recorded in Peet's register of members, is in Australia or New Zealand.
- (b) Peet has determined that, because of foreign securities laws, it is not practical for holders of Shares with registered addresses outside Australia or New Zealand to participate in the SPP.
- (c) Shareholders who hold Shares on behalf of persons who reside outside Australia or New Zealand or are "U.S. Persons" (as defi ned in Regulation S under the United States Securities Act of 1933) ("U.S. Securities Act") or who act for the account or benefi t of a U.S. Person are not entitled to participate in the SPP.
The Shares to be issued under the SPP have not been and will not be registered under the U.S. Securities Act. Accordingly, Peet shareholders who are located in the United States or who are, or are acting for the account or benefi t of, U.S. Persons, are not Eligible Shareholders entitled to participate in the SPP.
- (d) Shareholders who are joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder, and the certifi cation in the Application Form by one joint holder will be taken to have been given by all joint holders.
- (e) Where a custodian (as defi ned in ASIC Class Order 09/425) is a registered holder of Shares and holds Shares on behalf of one or more persons ("Benefi ciaries"), the SPP Offer is made to the custodian and the custodian has the discretion whether to extend the SPP Offer to the Benefi ciaries.
If a Custodian applies for Shares on behalf of a Benefi ciary, Peet will not issue SPP Shares unless the custodian certifi es the following in writing to Peet:
- (i) either or both of the following:
- (A) that the custodian holds the Shares on behalf of one or more persons that are not custodians ("Participating Benefi ciaries"); or
- (B) that another custodian ("Downstream Custodian") holds benefi cial interests in Shares on behalf of a Participating Benefi ciary, and the custodian holds the Shares to which those benefi cial interests relate on behalf of the Downstream Custodian or another custodian, on the Record Date and that each Participating Benefi ciary has subsequently instructed the following persons:
- (C) where sub-paragraph (i)(A) applies the custodian; and
- (D) where sub-paragraph (i)(B) applies the Downstream Custodian, to apply for SPP Shares on their behalf;
- (ii) the number of Participating Benefi ciaries;
- (iii) the name and address of each Participating Benefi ciary;
- (iv) in respect of each Participating Benefi ciary: (A) where sub-paragraph (i)(A) applies - the number of Shares that the custodian holds on their behalf; and
- (B) where sub-paragraph (i)(B) applies the number of Shares to which the benefi cial interests relate;
2. ELIGIBLE SHAREHOLDERS (CONTINUED)
- (v) in respect of each Participating Benefi ciary:
- (A) where sub-paragraph (i)(A) applies the number or the dollar amount of Shares they instructed the custodian to apply for on their behalf; and
- (B) where sub-paragraph (i)(B) applies the number or the dollar amount of Shares they instructed the Downstream Custodian to apply for on their behalf;
- (vi) there are no Participating Benefi ciaries in respect of which the total of the application price for the following exceeds A$15,000:
- (A) the Shares applied for by the custodian under the SPP in accordance with the instructions referred to in subparagraph (v); and
- (B) any other Shares issued to the custodian in the 12 months before the application as a result of an instruction given by them to the custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the SPP;
- (vii) that a copy of this SPP booklet was given to each Participating Benefi ciary; and
- (viii) where sub-paragraph (i)(B) applies the name and address of each custodian who holds benefi cial interests in the Shares held by the custodian in relation to each Participating Benefi ciary.
- (f) Custodians must request a "Custodian Certifi cate" when making an application on behalf of Benefi ciaries. To request a Custodian Certifi cate or further information about the custodian application process, a shareholder should contact Peet's Share Registry Enquiry Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 9.00am to 5.00pm (Perth time) Monday to Friday. Applications received from custodians must be accompanied by a duly completed and signed Custodian Certifi cate.
- (g) In accordance with New Zealand securities law:
- (i) New Zealand benefi ciaries will not be entitled to participate in the SPP unless they are expressly named in the share register; and
- (ii) a person who, on the Record Date was registered as a holder of Shares with a New Zealand address and as at the time of the SPP Offer no longer holds Shares, is not eligible to participate in the SPP.
- (h) A registered holder of Shares will be ineligible to participate in the SPP if their participation would be in breach of ASIC Class Order 09/425.
3. ISSUE PRICE
- (a) The Issue Price per SPP Share will be determined after the SPP Offer has closed and will be at a 5% discount to the arithmetic average of the daily volume weighted average price of Shares traded on the ASX during the four trading days commencing on Tuesday 21 June 2011.
- (b) The current Share price can be obtained from the ASX website at www.asx.com.au (ASX code: PPC).
- (c) Each person who applies to participate in the SPP accepts the risk that the market price of Shares may change between the Record Date, the date of the SPP Offer, the date on which the applicant makes a BPAY® payment or sends in an Application Form and the date on which Shares are issued to the applicant under the SPP. The effect of this is that the Issue Price may be higher or lower than the market price of Shares at any given time, and that Shares could be bought on-market at a lower price than the Issue Price.
4. APPLICATION TO PARTICIPATE
4.1 Applying for SPP Shares
- (a) Participation in the SPP is optional.
- (b) Eligible Shareholders may participate in the SPP by applying to purchase a parcel of Shares for a minimum amount of A$5,000 with increments of A$1,000 thereafter, up to a maximum amount of A$15,000 per Eligible Shareholder.
- (c) If you are an Eligible Shareholder and wish to participate in the SPP, you must either:
- (i) make a payment by BPAY® in the appropriate amount in Australian dollars (being A$5,000 or any A$1,000 incremental amount thereafter up to A$15,000 as nominated by you) by using your customer reference number (which is required to identify your holding) and the biller code, which are both on your personalised Application Form, so that payment is received by Peet's share registry by 4.00pm (Perth time) on Thursday 16 June 2011. If you make a payment by BPAY® you do not need to send your completed Application Form as receipt of your BPAY® payment will be taken by Peet as your application;
- OR
- (ii) complete and submit your personalised Application Form in accordance with the instructions on it and make payment for the SPP Shares by preparing a cheque for the appropriate amount in Australian dollars (being A$5,000 or any A$1,000 incremental amount thereafter up to A$15,000 as nominated by you on your Application Form) made payable to "Peet Limited" and sending the cheque with the Application Form:
- (A) in the enclosed reply paid envelope so that it is received prior to 5.00pm (Perth time) on Thursday 16 June 2011; or (B) by mail – PO Box 7224, Cloisters Square, Perth WA 6850; or
- (C) by hand delivery Level 7, 200 St Georges Terrace, Perth WA 6000, so that it is received prior to 5.00pm (Perth time) on Thursday 16 June 2011.
- (d) Receipts for payment will not be issued.
- (e) If an Eligible Shareholder has more than one holding, the Eligible Shareholder may lodge an Application Form or make a BPAY® payment in respect of more than one holding, but may not apply for SPP Shares with an aggregate value of more than A$15,000. Thus, an Eligible Shareholder may only make an application with respect to one holding. If an Eligible Shareholder has multiple holdings they will have multiple customer reference numbers. Eligible Shareholders must use the customer reference number shown on the Application Form when paying for any SPP Shares that are being applied for.
- (f) You should be aware that your own fi nancial institution may implement earlier cut off times for electronic payments and you should take this into consideration when making payment of application monies via BPAY®. Your fi nancial institution may have set a limit on the amount that you can pay via BPAY®. It is your responsibility to ensure that the amount you wish to pay via BPAY® is received by Peet's share registry by 4.00pm (Perth time) on Thursday 16 June 2011.
4.2 Peet's discretion with regard to applications
Peet may accept or reject any application under the SPP, including where:
- (a) you are not making a BPAY® payment, your Application Form is incorrectly completed, incomplete or the application is otherwise determined by Peet to be invalid;
- (b) you make your payment by cheque and the cheque is dishonoured or has otherwise not been completed correctly;
- (c) the amount of your BPAY® payment or cheque is not equal to A$5,000 or a A$1,000 incremental amount thereafter up to A$15,000. If this occurs, Peet may either:
- (i) refund in full your application monies and not allot any SPP Shares to you; or
- (ii) allot to you the number of SPP Shares that would have been allotted had you applied for the highest designated amount (namely A$5,000 or a A$1,000 incremental amount thereafter) that is less than the amount of your payment and refund to you the excess of your application monies;
- (d) it appears that you are applying to purchase more than A$15,000 worth of Shares in aggregate (including as a result of any Shares you hold directly, jointly or through a custodian or nominee arrangement);
- (e) your Application Form, BPAY® payment or cheque is received after 5.00pm (Perth time) on Thursday 16 June 2011;
- (f) payment of the application monies is not submitted in Australian currency or, if payment is made by cheque, the cheque is not drawn on an Australian fi nancial institution; or
- (g) Peet reasonably believes that you are not eligible to participate in the SPP (subject to compliance with any applicable ASIC or ASX requirements).
4. APPLICATION TO PARTICIPATE (CONTINUED)
4.3 Refund
If you are entitled to a refund of all or any of your application monies for SPP Shares the refund will be paid to you, without interest, as soon as practicable:
- (a) by direct credit to your nominated bank account (as recorded by Peet's share registry) or cheque; or
- (b) by returning your Application Form and cheque, if not processed, to your registered address as recorded in Peet's register of members.
5. EFFECT OF MAKING AN APPLICATION
If you submit a BPAY® payment or complete and return an Application Form together with a cheque:
- (a) you warrant that you are an Eligible Shareholder and are eligible to participate in the SPP;
- (b) you are deemed to have accepted the SPP Offer, and you irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;
- (c) you acknowledge that your application will be irrevocable and unconditional;
- (d) you agree to pay the Issue Price per SPP Share up to the maximum of:
- (i) the value you have selected on the Application Form; or
- (ii) the maximum value of your BPAY® payment or cheque amount;
- (e) you certify and represent to Peet that you have not applied for more than A$15,000 worth of SPP Shares;
- (f) you certify that the total of the application price for the following does not exceed A$15,000:
- (i) the SPP Shares the subject of your application;
- (ii) any other SPP Shares or any similar arrangement in the 12 months before the date of your application;
- (iii) any other Shares which you have instructed a custodian to acquire on your behalf under the SPP; and
- (iv) any other Shares issued to a custodian under an arrangement similar to the SPP in the 12 months before the date of your application for SPP Shares as a result of an instruction given by you to the custodian or another custodian and which resulted in you holding benefi cial interests in such Shares, even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP;
- (g) if you are a custodian, you represent to Peet that you satisfy one or more of the following sub-paragraphs:
- (i) hold an Australian fi nancial services licence that:
- (A) covers the provision of a custodial or depository service (as defi ned by section 766E of the Corporations Act 2001 (Cth) ("Corporations Act"); or
- (B) includes a condition requiring you to comply with the requirements of ASIC Class Order 02/294;
- (ii) are exempt from the requirement to hold an Australian fi nancial services licence for the provision of a custodial or depository service under:
- (A) paragraph 7.6.01(1)(k) or (na) of the Corporations Regulations 2001 (Cth);
- (B) ASIC Class Order 05/1270 to the extent that it relates to ASIC Class Order 03/184;
- (C) ASIC Class Orders 03/1099, 03/1100, 03/1101, 03/1102, 04/829 or 04/1313;
- (D) an individual instrument of relief granted by ASIC in terms similar to one of the Class Orders referred to in (C) above;
- (E) paragraph 911A(2)(h) of the Corporations Act;
- (iii) are a trustee of a:
- (A) self-managed superannuation fund (within the meaning of section 17A of the Superannuation Industry (Supervision) Act 1993 (Cth)); or
- (B) superannuation master trust (as defi ned in ASIC Class Order 09/425);
- (iv) are the responsible entity of an IDPS-like scheme (as defi ned in ASIC Class Order 02/296 or any class order that replaces that class order); or
- (v) are the registered holder of Shares and are noted on Peet's register of members as holding the Shares on account of another person, and that you have provided a Custodian Certifi cate to Peet;
- (h) you accept the risk associated with any refund that may be sent to your address (as shown on Peet's register of members) or to your nominated bank account (as recorded by Peet's share registry);
5. EFFECT OF MAKING AN APPLICATION (CONTINUED)
- (i) you acknowledge that no interest will be paid on any application monies held pending the allotment of SPP Shares or subsequently refunded to you for any reason;
- (j) you acknowledge that neither Peet nor its share registry has provided any investment advice or fi nancial product advice, and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to participate in the SPP;
- (k) you acknowledge that Peet (and each of its offi cers and agents) is not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions;
- (l) you acknowledge that the Shares to be issued under the SPP have not, and will not be, registered under the U.S. Securities Act or the securities law of any other jurisdiction outside Australia or New Zealand and, accordingly, the Shares to be issued under the SPP may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. You may sell any Shares issued to you under the SPP in a standard brokered transaction on the ASX where neither you nor any person acting on your behalf has reason to know that the sale has been pre-arranged with a person in the United States;
- (m) you agree not to send this booklet or any other material relating to the SPP to any person in the United States or any other country outside Australia and New Zealand;
- (n) you agree to be bound by Peet's constitution;
- (o) you authorise Peet (and each of its offi cers and agents) to correct any error in, or omission from, the Application Form and complete the Application Form by inserting any missing details;
- (p) you acknowledge that Peet may at any time irrevocably determine that your application is valid, in accordance with the terms and conditions of the SPP, even if the Application Form is incomplete, contains errors or is otherwise defective; and
- (q) you are responsible for any dishonour fees or other costs Peet may incur in presenting a cheque for payment that is dishonoured.
6. SCALE-BACK
- (a) If Peet receives applications for more than A$20 million of SPP Shares, it may in its discretion undertake a scale-back to the extent and in the manner it sees fi t (but which is likely to be undertaken on a pro rata basis based on the value of SPP Shares applied for).
- (b) If there is a scale-back you may receive less than the parcel of SPP Shares for which you have applied.
If a scale-back produces a fractional number of SPP Shares when applied to your parcel, the number of SPP Shares you will be allotted will be rounded up to the nearest whole number of SPP Shares.
(c) If there is a scale-back, the difference between the application monies received from you, and the number of SPP Shares allocated to you multiplied by the Issue Price, will be refunded to you in accordance with clause 4.3.
7. THE SHARES
- (a) Shares issued under the SPP will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements.
- (b) Peet will apply for new Shares issued under the SPP to be quoted on the ASX.
8. NO TRANSACTION COSTS
Eligible Shareholders who participate in the SPP will not pay any brokerage, commissions or other transaction costs in respect of the issue and allotment of SPP Shares.
9. TIMETABLE
- (a) Subject to clause 9(b), the timetable for the key events relating to the SPP is as set out on page 4 of this booklet ("Timetable").
- (b) Peet may, at its discretion, vary any of the dates in the Timetable or in these terms and conditions by lodging a revised timetable with the ASX.
10. DISPUTE RESOLUTION
Peet may settle in any manner it thinks fi t, any diffi culties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determinations by Peet will be conclusive and binding on all shareholders eligible to participate in the SPP and other persons to whom the determination relates. Peet's rights may be exercised by its board or any delegate of the board.
11. VARIATION, SUSPENSION AND TERMINATION
- (a) Peet may at its discretion and at any time:
- (i) vary, suspend or terminate the SPP. If Peet does this, it will make an announcement to the ASX.
- Failure to notify shareholders of changes to or the suspension or termination of the SPP will not invalidate the variation, suspension or termination; or
- (ii) waive compliance with any provision of the SPP.
- (b) Peet reserves the right to issue no Shares under the SPP or fewer Shares under the SPP than you apply for under the SPP if Peet believes the issue of those Shares would contravene ASIC requirements or policy, any law or any ASX Listing Rule.
12. ASIC CLASS ORDER 09/425 COMPLIANCE
- (a) The SPP is offered in compliance with ASIC Class Order 09/425. ASIC Class Order 09/425 provides relief from the requirement for Peet to provide full prospectus disclosure in relation to the SPP.
- (b) This instrument also provides relief to allow clients of second or subsequent level custodians to participate in the SPP. Any additional or varied ASIC requirements in the instrument will apply to participation on behalf of such clients.
13. UNDERWRITING
The SPP will be underwritten as to A$20 million by Merrill Lynch International (Australia) Limited.
14. GOVERNING LAW
These terms and conditions are governed by the laws in force in Western Australia. Any dispute arising out of, or in connection with, these terms and conditions, or the SPP Offer, will be determined by the courts of Western Australia. By accepting the SPP Offer, you agree to submit to the non-exclusive jurisdiction of the courts in Western Australia. Other terms and conditions, rights and obligations of SPP Shares are contained in the constitution of Peet. The terms and conditions of the SPP prevail to the extent of any inconsistency in the Application Form.
15. IMPORTANT NOTICES
15.1 Consider obtaining fi nancial advice
- (a) The offer to purchase Shares under the SPP is not a recommendation to purchase Shares. You should consider obtaining professional fi nancial and/or taxation advice to assist you in determining whether or not, and the extent to which, you wish to participate in the SPP.
- (b) Nothing in these terms and conditions, the Application Form or any other accompanying documentation constitutes investment or fi nancial product advice or is intended to infl uence your decision whether or not to participate in the SPP.
15.2 New Zealand-specifi c disclosure
- (a) The Shares under the SPP are not being offered or sold to the public within New Zealand other than to Eligible Shareholders with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
- (b) This booklet has not been registered, fi led with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This booklet is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
15.3 United States and other countries
- (a) This booklet may not be released or distributed in the United States. The Shares to be issued under the SPP have not been and will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. SPP Shares may not be taken up by persons in the United States or by persons who are acting for the account or benefi t of a person in the United States. SPP Shares may not be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the applicable securities laws of any state or other jurisdiction in the United States.
- (b) The SPP does not constitute an offer of Shares for sale in any other jurisdiction in which such an offer would be illegal.

Peet Limited
ACN 008 665 834 Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 www.peet.com.au