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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 Group Limited - Interim Financial Statements - 30 Sep 2017

 

 NZPM annual report 2017

 

NZPM Interim Financial Statements - 30 Sep 2016

NZPM annual report 2016

NZPM annual report 2015

NZPM annual report 2014

 

 

Board of Directors

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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 (B Com, CA) - 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, a member of the Institute of Directors in New Zealand (Inc.) and holds a Bachelor of Commerce degree from the University of Canterbury.


Rob Kidd (B Com) - 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 holds a Bachelor of Commerce from Lincoln University and is a member of the Institute of Directors in New Zealand (Inc.).


Garry Ivill (B Management Studies) - 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.


Mr Ivill is a director of Industry Connection for Excellence, a provider of training services for plumbing apprentices in the Auckland region. He is a trustee on the Board of Trustees at the secondary school that his children attend. He is a past chair and trustee of the Plumbing Industry Charitable Trust’s organising committee.