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ORDINARY SHARES

Ordinary shares in NZPM Group Limited are issued to Transacting Shareholders whose rights include voting rights, and rights to rebate dividends that NZPM may from time to time authorise.

 

Subscription and payment

The Ordinary Share Requirement is currently set at 10,000 Ordinary Shares of $1.00 each.

Subject to the board’s discretion, payment for Ordinary Shares may be made:

  • a)    In one sum when you make your application; or
  • b)    By ten consecutive monthly instalments of $100 and then thirty-six consecutive monthly instalments of $250

 

Who can become an Ordinary Shareholder?

The following classes of applicants may apply to become an ordinary shareholder of NZPM Group Limited:

  • a)    An individual who is a certifying plumber, gasfitter or drainlayer; or
  • b)    If the applicant is a company, then the owner (or part owner) of that company must be a certifying plumber, gasfitter or drainlayer; or
  • c)    If the applicant is a company, then that company must employ a certifying plumber, gasfitter or drainlayer; or
  • d)    The applicant must work predominantly (at least 60%) in a business that is related to plumbing (such as roofing, mechanical services); or
  • e)    Subject to the restrictions listed below, an individual or company that undertakes residential construction where the individual or a key staff member is a Licenced Building Practitioner; or
  • f)    Subject to the restrictions listed below, an individual or company that undertakes non-residential construction activity where the individual or a key staff member is suitably qualified and competent to undertake the business activity.

 

Restrictions on applicants who undertake residential construction and non-residential construction (together “builders”):

  • •    Applications will be accepted from 1 October 2016;
  • •    The total number of ordinary shareholders designated as builders cannot exceed 20% of the total number of ordinary shareholders;
  • •    Franchisors of building companies are not eligible to be an ordinary shareholder, however, the individual franchisees undertaking the building activities are individually eligible to become ordinary shareholders;
  • •    Builders who operate as a single trading entity with multiple branches and/or sales areas are eligible for a rebate on their single trade account or if they operate multiple trade accounts, on a single designated trade account with Plumbing World.

 

In every case, each applicant will be treaded on its merits by the Board in making their decision to accept or reject the application.

 

Rebate Dividend Policy

NZPM Group provides returns to ordinary shareholders by way of paying rebate dividends.  The rebate dividend policy is:

  • •    If a rebate dividend is declared, all shareholders will receive a minimum pre-tax rebate payment of $300;
  • •    Rebate dividends will be paid as a percentage of Grade A cash(i) of transacting shareholders as set annually by the board with a target distribution of 80% of Net Profit after Tax and other such financial factors as the board determines;
  • •    To receive a rebate dividend, the transacting shareholders must continue to be an ordinary shareholder on the rebate dividend payment date; and
  • •    Cash rebate dividends payments to NZPM shareholders will be applied in the following order of preference:
    • ❱  To repay overdue amounts on shareholder capital payments (for defaulting shareholders);
    • ❱  To repay overdue amounts of more than 30 days overdue on trading accounts with Plumbing World; then
    • ❱  Cash payment direct to shareholder bank account.


(i)    Grade A cash is defined as the purchases by a transacting shareholder from Plumbing World Limited that are paid by the invoice due date which is no later than the final business day of the month following the invoice date.


Full terms of issue

The full terms of issue and the risks of investing in NZPM Group are set out on the current Disclosure Register which can be read or downloaded from the NZ Companies Office website by searching the register for NZPM (www.business.govt.nz/disclose).

 

Investors inquiring about becoming a transacting shareholder should review the “Offer of Ordinary Shares and Redeemable Preference Shares by NZPM Group Limited to Transacting Shareholders”.

 

REDEEMABLE PREFERENCE SHARES

Redeemable Preference Shares are unsecured debt obligations of NZPM.  Redeemable Preference Shares are issued to Transacting Shareholders and Non-Transacting Shareholders in minimum parcels of 250 shares of $1.00 each.
Redeemable Preference Shares do not have voting rights but NZPM will pay dividends on them at a floating rate.


Full terms of issue

The full terms of issue are set out on the current Disclosure Register which can be read or downloaded from the NZ Companies Office website by searching the register for NZPM (www.business.govt.nz/disclose).

Investors inquiring about becoming a transacting shareholder should review the “Offer of Ordinary Shares and Redeemable Preference Shares by NZPM Group Limited to Transacting Shareholders”.


Current Dividend Rates

Dividend rates are set based on fixed dividend periods of quarterly, two, three and four years.  The dividend rates remains fixed for the period of the investment and the shares may only be redeemed on maturity. All investments default to quarterly dividend rates unless advised by the investor.

At the board meeting on 27 July 2017, the directors resolved that, until further notice, the dividend rates for the Redeemable Preference Shares would be: 

 

  • •   Quarterly fixed dividend period – 6.00%
  • •   Two year fixed dividend period – 6.10%
  • •   Three year fixed dividend period – 6.25%
  • •   Four year fixed dividend period – 6.25%

SHARE REGISTRAR

If you are interested in becoming a shareholders in NZPM Group or require additional information relating to NZPM’s shares, please contact our Share Registrar for further information. Email This email address is being protected from spambots. You need JavaScript enabled to view it. , or phone DDI (09) 306 5545.

 

ANNUAl & Interim REPORTS

 NZPM annual report 2017

 

NZPM Interim Financial Statements - 30 September 2016

  

NZPM annual report 2016

 

NZPM annual report 2015

 

NZPM annual report 2014

 

 

Board of Directors

John DeBernardo, Chair

Mr DeBernardo is the Managing Director of Gas Safely Limited, a consultancy service providing technical solutions for the gasfitting and energy sectors across New Zealand.  His extensive experience in the plumbing and gasfitting industry includes 33 years with his family business Aquaheat Industries in Wellington, where he headed the company’s heating solutions division which operated throughout the Asia-Pacific region.  Mr DeBernardo has had a shareholding interest in NZPM since 1964.


Mr DeBernardo is a Director of Masterlink Limited, New Zealand Plumbers Journal Limited, Industrial Importing Co Limited, and of Padova Properties Limited, an investment company.


With 30 years’ experience as a company director,  Mr DeBernardo brings considerable governance and business skills and experience to a number of industry organisations including the NZ Gas Sector Board, the Board of Master Plumbers, Gasfitters & Drainlayers NZ Inc, and as an Executive member of the Wellington Master Plumbers & Gasfitters Association


Mr DeBernardo is also a New Zealand representative on the joint Australasian gas installations and gas appliances Standards committees, and is a Chartered Member of the Institute of Directors in New Zealand (Inc).  Mr DeBernardo was elected to the Board of NZPM in March 2011 and elected Chair in 2013.  He is a member of NZPM’s Compliance, Remuneration and Health & Safety Committees.


Craig Coxhead

Mr Coxhead is Managing Director of Plumbing Works Ltd.  Mr Coxhead established himself in business in Tauranga in 1982.  His plumbing service company currently employs a staff of 35, servicing the residential maintenance and alterations markets, and a large team specialising in the commercial and industrial markets in the Bay of Plenty and Waikato regions.  His company has a multi skill base of plumbers, drain layers, gas fitters and roofers.  He is very enthusiastic about supporting apprentices and celebrating their success, having trained 25 apprentices since owning his own business.


Mr Coxhead has a passion for the plumbing industry and maintaining skills and education at the highest level.  He is keen to encourage the development of personal and business skills of company owners and management in the industry. His own personal development includes further education in marketing, site safety and quantity surveying specific to the plumbing industry.


Mr Coxhead has been a registered craftsman plumber since 1984 and a member of the Master Plumbers since 1984.  Craig is also a shareholder and director of Clarke Road Orchards Limited (a kiwifruit orchard) and Drainage Works BOP Limited. Craig is a member of the Institute of Directors in New Zealand (inc).
He was elected to the NZPM Group Board of Directors in 2014 and is a member of the NZPM’s Health and Safety, Master Plumbers  Liaison and Membership Committees.


Alister Lawrence

Mr Lawrence has extensive experience in the plumbing and bathroom industry, spanning nearly 20 years, initially as a manufacturing supplier (as Managing Director of Mercer Stainless, followed by being Managing Director of Englefield Industries), then as CEO of Plumbing World and NZPM Group, and now as a shareholder in a plumbing company (Stevens Plumbing Services Limited).  He is also Executive Director of Quix New Zealand Limited and is Managing Director of Miro Partners.  Mr Lawrence was presented with the Outstanding Service to the Industry Award by the NZ Master Plumbers in 2013. He was appointed as a Director of Hynds Limited in December 2013.


Mr Lawrence is a registered company director in India, and is a Chartered Fellow of the Institute of Directors here in New Zealand.  He has several years of experience as a company director and as a trustee of charitable trusts. He has lived and worked in Thailand and Sri Lanka, and done business in several other ASEAN countries and India.

 

He is Chairman of the ASEAN NZ Business Council and in July 2015 was appointed Honorary Consul for the Republic of Indonesia.

Mr Lawrence has University Degrees in Engineering and Business Studies. Mr Lawrence was elected to the NZPM Group of Board of Directors in 2013.  He is Chairman of NZPM’s Compliance Committee and a member of the Audit Committee.

 

Craig McCord

Mr McCord is the Managing Director of Tauranga Hardware & Plumbing Ltd, a leading company in the Bay Of Plenty Region providing plumbing, gas and drainage services.  He is a third generation plumber-drain layer and is proud of his career in the plumbing industry.  His company has been a shareholder in NZPM since Plumbing World was established in Tauranga during the early 1970s.


Mr McCord is community focused and has supported and served on a number of community boards. He has strong governance experience from a range of previous and current roles including being a trustee on two school boards, serving on the Board of Master Plumbers, Gasfitters & Drainlayers NZ Inc, as past president of the BOP Coromandel Master Plumbers and as the owner of Tauranga Hardware & Plumbing Ltd.


Mr McCord is a member of Institute of Directors.Mr McCord was elected to the Board of NZPM in August 2015.  He is Chairman of NZPM’s Health and Safety Committee and is also a member of the Membership and Master Plumbers Liaison Committees.


Stuart McIvor

Mr McIvor has been a craftsman plumber and gasfitter since 1976.  He has been involved in the plumbing industry for over 40 years, and a shareholder of NZPM for 35 years.  Mr McIvor has served on the Board of NZPM since 2009. 

 

He is Chairman of NZPM’s Membership and Master Plumbers Liaison Committees and is a member of the Audit Committee.
Mr McIvor is the owner/Director of McIvor Plumbers & Gas Fitters Wanaka Limited, and the owner/Director of Gas Company Wanaka Limited.


Mr McIvor is a member of the Otago Master Plumbers Association, and was President of the Otago Master Plumbers Association from 1989 to 1991.  He is a member of the LPG Association and a member of the Otago Employers Association.


Linda Robertson

Ms Robertson has almost 30 years’ experience in executive finance roles in New Zealand and has also undertaken various governance roles. Ms Robertson is currently a director of a number of companies including Auckland Council Investments Limited, Crown Irrigation Investments Limited, Dunedin City Holdings Limited, Dunedin City Treasury Limited, Dunedin Venues Limited, Hunter Downs Irrigation Development Company Limited, NZ Registry Services Limited and King Country Energy Limited.

 

Her previous directorship roles include New Zealand Post Ltd, Kiwibank Limited, the Earthquake Commission, Catalyst Risk Management Ltd and Speirs Group Ltd. Ms Robertson has strong commercial and financial acumen with a wealth of knowledge in developing and introducing financial and operational processes and cross checks, to provide transparency and accountability.


Ms Robertson holds a Bachelor of Commerce in Business Administration and a post graduate Diploma in Banking. She is a Chartered Fellow of Institute of Directors NZ. Ms Robertson joined the NZPM Board as an independent appointed director on 1 August 2015.  She is Chairman of NZPM’s the Audit Committee and a member of the Remuneration Committee.


Mark Whitehead

Mr Whitehead owns Whitehead Plumbing and Gas Ltd which is based in Christchurch. They currently employ 30 staff and undertake a wide range of plumbing, gasfitting and drainlaying serving the domestic and commercial sectors. 

 

He is a Certified Plumber, Gasfitter & Drainlayer and been a shareholder with NZPM for nearly 30 years.
Mr Whitehead has over 35 years’ experience as a business owner and has a wealth of managerial and governance expertise including currently being a Director of Master Plumbers, Gasfitters & Drainlayers NZ Inc, and Chairman of Masterlink. 

 

Mr Whitehead is a past director on the PGD Board, Industry Training Organisation, and was National President of New Zealand Master Plumbers, Gasfitters & Drainlayers NZ Inc, and has been involved with several community sports and school groups.


Having previously served a three year term, Mr Whitehead was re-elected to the NZPM Board in August 2015.
Mr Whitehead is a member of Institute of Directors. He is Chairman of NZPM’s Remuneration Committee and is also a member of the Compliance Committee.


While various Directors of NZPM or companies owned or controlled by them are also shareholders of NZPM, they do not guarantee the Securities offered under this Prospectus.

Senior Management Profiles

Brett Cruickshank, Group Chief Financial Officer

Mr Cruickshank joined the NZPM Group in August 2014 as its Chief Financial Officer.  He has experience in executive finance and general management having previously been Chief Executive Officer of Viridian Glass and Euroglass Systems Limited and Chief Financial Officer of Tenon Limited (formerly Fletcher Challenge Forests Limited) and Landco Limited.  Prior to his corporate roles, Brett worked for Deloitte in New Zealand, San Francisco and London.
Mr Cruickshank is a qualified Chartered Accountant (CA) of Chartered Accountants Australia – New Zealand and holds a Bachelor of Commerce degree from the University of Canterbury.


Rob Kidd, General Manager, Plumbing World Limited

Mr Kidd has been the General Manager of Plumbing World since July 2011.
Mr Kidd has extensive general management experience in the building and construction industry covering the manufacturing, contracting, distribution, trade and retail business sectors.


Mr Kidd joined the building industry in 1990 at the Fletcher Building company Dimond Roofing before moving to James Hardie in 1996, where he held a number of senior positions over a fourteen year period both in New Zealand and internationally. His last role at James Hardie was as General Manager for New Zealand, a position he held for just under six years.


Immediately prior to joining Plumbing World Limited, Mr Kidd ran his own consulting business, undertaking management and advisory services to the building and construction industry in Australia and New Zealand.


Passionate about the on-going development of the industry, Mr Kidd has sat on various industry boards and associations over the years including the Building Research Association of NZ (BRANZ) and is currently a director of the Building Industry Federation.
Mr Kidd has a Bachelor of Commerce from Lincoln University.


Garry Ivill, General Manager, Metrix Imports Limited

Mr Ivill became the General Manager of Metrix Imports Limited in 2008, at a time when the relationship between Metrix Imports Limited and Plumbing World Limited was in its infancy.


Mr Ivill has a Bachelor of Management Studies from the University of Waikato.  Previously Mr Ivill worked in the animal health, consumer electronics, and bathroom manufacturing industries in a variety of senior sales and marketing roles.


From 2010 to 2014, Mr Ivill was the Chairman of the Plumbing Industry Charitable Trust’s (PICT) organising committee, as well as a trustee.  For the past five years, he has been the Chairman of his children’s school Board of Trustees.