5 June 2013
Letter to Investors
In relation to the attached letters, neither of the existing Speirs Group
Limited Convertible Redeemable Preference Shares and Speirs Investments
Limited Secured Stock is listed on NZX.
Should an offer of Redeemable Preference Shares proceed it is not intended to
list these on NZX.
Proposed Issue of Speirs Group Limited 9% Redeemable Preference Shares (fully
imputed for taxation)
Possible offer for exchange of your investment in Speirs Group Limited
Convertible Redeemable Preference Shares for Speirs Group Limited 9%
Redeemable Preference Shares
Your investment in Speirs Group Limited Convertible Redeemable Preference
Shares matures on 14 December 2013. Speirs Group Limited is considering
offering a new issue of Redeemable Preference Shares on or about 30 September
2013 and, if so, will invite you to consider an exchange of your current
investment (either wholly or in part) in 9% Convertible Redeemable
Preference Shares as consideration for an investment in the new issue of
Redeemable Preference Shares, with the following indicative terms:
- Issuer Speirs Group Limited
- Term 4 years
- Cash Dividend Rate A minimum of 9% pa payable quarterly
- Taxation Full taxation imputation credits will be attached to the extent
that they are available to the company
Should the company make this offer, you will have the opportunity to increase
the amount of your current investment should this be your wish.
The directors will also consider including in the offer an option (solely at
the investors discretion) to convert all or part of the new Redeemable
Preference Shares, when they mature for repayment, into Speirs Group Limited
Ordinary Shares at a predetermined pricing. This would provide investors
with a potential benefit should the value of Speirs Group Limited shares
increase over time. Should investors not select this option, then the
investment would be repaid in cash on maturity.
The dividend rate payable on the new investment will be re-set on 30th
September each year at the greater of:
- 9% pa; or
- the publicly declared one year swap rate (as published on Reuters screen
page FISSWAP) pertaining at the time, plus 4.5% pa.
Speirs Group Limited has significant taxation imputation credits available
arising from tax paid by the company in earlier years. Speirs Group Limited
directors expect to be able to attach sufficient imputation credits to all
dividend payments applicable to the new Redeemable Preference Shares to
remove most investors'' taxation liability arising from the receipt of the
dividends.
The dividend will be fully imputed to the extent that imputation credits
continue to remain available to the company: the company will provide you
with taxation imputation credits to the value of 38.89 cents (or such other
similar amount as Government decrees from time to time) for every dollar of
dividend paid to you so as to cover all or, in some cases dependent upon your
personal tax rate, nearly all of your personal tax arising from the receipt
of your dividend. Where all personal tax liability arising from the receipt
of the dividends is covered in this manner, the resultant effective dividend
rate equates 12.50% pa.
This letter is intended as an early advice to investors - it is an invitation
to investors in Speirs Group Limited Convertible Redeemable Preference Shares
to register interest in exchanging all or part of your current investment as
consideration for an investment in the proposed new issue of Redeemable
Preference Shares. Given sufficient initial interest from investors, a
formal prospectus and formal invitation to invest will be issued and mailed
to you in August 2013. Please do not send us any money at the present time.
The directors will be pleased to receive your registration of interest.
Please complete the form enclosed with this letter and, at an early date (if
possible by 21 June 2013), return it in the enclosed prepaid envelope to
Speirs Group Limited, P O Box 318, Palmerston North. Should you wish to
discuss this invitation with Speirs Group Limited officers, feel free to call
Nelson Speirs (0274 456 692 - email nelsons@speirs.co.nz) or Lee Simpson
(0272 798 455 - email lees@speirs.co.nz).
We look forward to your continuing support.
Yours sincerely
Speirs Group Limited
for Keith Taylor, Nelson Speirs & Derek Walker
Directors
Speirs Group Limited - Issue of Redeemable Preference Shares -
September/October 2013
Expression of Interest
Investor Name:
Speirs Group Limited maturing Convertible Preference Shares 14 December 2013
- I/We wish to advise Speirs Group Limited that I/we are interested in
receiving a Prospectus and Investment Statement for the proposed issue of
Speirs Group Limited Redeemable Preference Shares to be dated
September/October 2013.
- I/we understand that I/we will not be obliged to invest any funds whether
or not I/we complete this expression of interest.
- I/we understand that no money is currently being sought by Speirs Group
Limited and no applications for Redeemable Preference Shares will be accepted
or money received unless I/we have received a Prospectus and Investment
Statement.
- I/we understand that Speirs Group Limited is not obliged to make an offer
of Redeemable Preference Shares to me/us.
- The amount I/we would consider investing is:
- the full maturing investment; or
- $..................... of the maturing investment; or
- $..................... as an additional new investment ; or
- I do not wish to reinvest
- The ''conversion option'' is:
- of interest to me/us
- not of interest to me/us.
This is not a formal offer from Speirs Group Limited to you, but a request
for an indication of your interest in transferring your current investment in
Speirs Group Limited in exchange for a new investment in Speirs Group Limited
Redeemable Preference Shares. As such, please do not send any money with
your expression of interest.
Signature
...........................................................
Date ............................................................
5th June 2013
Dear
Proposed Issue of Speirs Group Limited 9% Redeemable Preference Shares (fully
imputed for taxation)
Possible offer for exchange of your investment in Speirs Investments Limited
Secured Stock for Speirs Group Limited 9% Redeemable Preference Shares
Your investment with Speirs Investments Limited matures on 2 October 2013.
Speirs Group Limited guarantees both the principal and interest relating to
your current secured stock investment in Speirs Investments Limited. The
Speirs Group Limited guarantee has ensured that all interest payable on your
investment has been met on due date, even though the principal supporting
security is an interest in Bonds issued by Allied Nationwide Finance Limited
(now in liquidation and now known as NFA Limited) and which has not made any
distributions/payments since 30 June 2010.
Speirs Group Limited is considering offering a new issue of Redeemable
Preference Shares on or about 30 September 2013, with the following
indicative terms:
- Issuer Speirs Group Limited
- Term 4 years
- Cash Dividend Rate A minimum of 9% per annum payable quarterly
- Imputation Credits Full taxation imputation credits will be attached to the
extent that they are available to the company.
Should the company make this offer, you will have the opportunity to increase
the amount of your current investment should this be your wish.
The directors will also consider including in the offer an option (solely at
the investors discretion) to convert all or part of the new Redeemable
Preference Shares, when they mature for repayment, into Speirs Group Limited
Ordinary Shares at a predetermined pricing. This would provide investors
with a potential benefit should the value of Speirs Group Limited shares
increase over time. Should investors not select this option, then the
investment would be repaid in cash on maturity.
The dividend rate payable on the new investment will be re-set on 30th
September each year at the greater of:
- 9% pa; or
- the publicly declared one year swap rate (as published on Reuters screen
page FISSWAP) pertaining at the time, plus 4.5% pa.
Speirs Group Limited has significant taxation imputation credits available
arising from tax paid by the company in earlier years. Speirs Group Limited
directors expect to be able to attach sufficient imputation credits to all
dividend payments applicable to the new Redeemable Preference Shares to
remove most investors'' taxation liability arising from the receipt of the
dividends.
The dividend will be fully imputed to the extent that imputation credits
continue to remain available to the company: the company will provide you
with taxation imputation credits to the value of 38.89 cents (or such other
similar amount as Government decrees from time to time) for every dollar of
dividend paid to you so as to cover all or, in some cases dependent upon your
personal tax rate, nearly all of your personal tax arising from the receipt
of your dividend. Where all personal tax liability arising from the receipt
of the dividends is covered in this manner, the resultant effective dividend
rate equates 12.50% pa.
This letter is intended as an early advice to investors - it is an invitation
to investors in Speirs Investments Limited Secured Stock to register interest
in exchanging all or part of your current investment as consideration for an
investment in the proposed new issue of Redeemable Preference Shares. Given
sufficient initial interest from investors, a formal prospectus and formal
invitation to invest will be issued and mailed to you in August 2013.
Please do not send us any money at the present time.
The directors will be pleased to receive your registration of interest.
Please complete the form enclosed with this letter and, at an early date (if
possible by 21 June 2013) , return it in the enclosed prepaid envelope to
Speirs Group Limited, P O Box 318, Palmerston North. Should you wish to
discuss this invitation with Speirs Group Limited officers, feel free to call
Nelson Speirs (0274 456 692 - email nelsons@speirs.co.nz) or Lee Simpson
(0272 798 455 - email lees@speirs.co.nz).
We look forward to your continuing support.
Yours sincerely
Speirs Group Limited
for Keith Taylor, Nelson Speirs & Derek Walker
Directors
Speirs Group Limited - Issue of Redeemable Preference Shares -
September/October 2013
Expression of Interest
Investor Name:
Speirs Investments Limited Secured Stock maturing 2 October 2013
- I/We wish to advise Speirs Group Limited that I/we are interested in
receiving a Prospectus and Investment Statement for the proposed issue of
Speirs Group Limited Redeemable Preference Shares to be dated
September/October 2013.
- I/we understand that I/we will not be obliged to invest any funds whether
or not I/we complete this expression of interest.
- I/we understand that no money is currently being sought by Speirs Group
Limited and no applications for Redeemable Preference Shares will be accepted
or money received unless I/we have received a Prospectus and Investment
Statement.
- I/we understand that Speirs Group Limited is not obliged to make an offer
of Redeemable Preference Shares to me/us.
- The amount I/we would consider investing is:
- the full maturing investment; or
- $..................... of the maturing investment; or
- $..................... as an additional new investment ; or
- I do not wish to reinvest
- The ''conversion option'' is:
- of interest to me/us
- not of interest to me/us.
This is not a formal offer from Speirs Group Limited to you, but a request
for an indication of your interest in transferring your current investment in
Speirs Group Limited in exchange for a new investment in Speirs Group Limited
Redeemable Preference Shares. As such, please do not send any money with
your expression of interest.
Signature
...........................................................
Date ............................................................
End CA:00237070 For:SGL Type:S/HOLDER Time:2013-06-05 15:04:30