DISCLOSURE DOCUMENT RELATING TO THE GIVING OF FINANCIAL ASSISTANCE BY THE
COMPANY FOR THE PURCHASE OF SHARES
(Sections 78(5) and 79 of the Companies Act 1993)
TO: ALL SHAREHOLDERS OF THE COMPANY
INTRODUCTION
1. This document is provided to all shareholders of the Company in
accordance with the requirements of sections 78(5) and 79 of the Companies
Act 1993, in respect of financial assistance to be provided by the Company
for the purpose of an invitation to employees of the Company to participate
in the Freightways Employee Share Plan (the "Plan").
FINCANCIAL ASSISTANCE
2. The Company established the Plan by a trust deed dated 30 June 2005
to enable employees to acquire fully paid ordinary shares In the Company.
3. The Plan Involves the Company making Interest free loans to employees
to fund the acquisition of shares in the Company, to be Issued by the Company
to the Freightways Trustee Company Limited (the "Trustee" of the Plan) on
behalf of participating employees. Those loans will be on an Interest free
basis and will be for a term of three years. The loans will be repaid by
employees in regular Instalments over this three year term by way of a
deduction from their salary or wages.
4. The maximum amount of the loans made to each employee will not exceed
$2,340 in any rolling three year period. Loans will only be made to the
extent that employees elect to participate in the Plan. However, based on
prior years'' participation rates for eligible employees taking-up the maximum
loan available to them in the first year, the Board has determined that the
maximum aggregate amount of loans that will be made for this year''s offer
will not exceed $1 million.
5. The making of those loans constitutes the giving of financial
assistance for the purpose of, or in connection with, the purchase of a share
issued or to be issued by the Company In terms of section 76(6) of the
Companies Act 1993.
RESOLUTION
6. Set out below is the text of the resolution of the Board of the
Company required by section 78(1) of the Companies Act 1993, passed on 29
June 2017:
"Noted:
A. The Company established the Freightways Employee Share Plan (the
"Plan") by a trust deed dated 30 June 2005 ("Trust Deed") to enable employees
to acquire fully paid ordinary shares in the Company.
B. The Plan involves the Company making Interest free loans to employees
to fund the acquisition of shares in the Company, to be issued by the Company
to Freightways Trustee Company Limited (the "Trustee" of the Plan) on behalf
of participating employees.
C. The making of those loans constitutes the giving of financial
assistance for the purpose of, or In connection with, the purchase of a share
issued or to be issued by the Company in terms of section 76(6) of the
Companies Act 1993 (the "Act").
D. The Board has been provided with copies of the Plan Rules, the
invitation from the Company to be made to employees pursuant to the Trust
Deed, and the form of Directors'' Certificates to be given by the directors in
respect of the issue of the shares, the financial assistance and satisfaction
of the solvency test.
E. The Board has also been provided with a copy of the disclosure
document that Is required to be sent to each shareholder before the provision
of the financial assistance under s76(1)(b) of the Act.
Resolved:
Financial assistance
1. The Company provide to its employees financial assistance of up to a
total of $1 million by way of loans made in accordance with the Plan.
2. The giving of the financial assistance is in the best interests of
the Company.
3. The terms and conditions under which the financial assistance is
given are fair and reasonable to the Company.
4. The Board Is satisfied that the Company will, immediately after the
giving of the financial assistance, satisfy the solvency test (as defined in
the Act).
5. The giving of the financial assistance is of benefit to those
shareholders of the Company not receiving the financial assistance.
6. The terms and conditions under the financial assistance is given are
fair and reasonable to those shareholders not receiving the financial
assistance.
7. The Board may cancel this resolution to give the financial assistance
at any time until the time it is provided by the Company and if it does so
the financial assistance shall not be provided by the Company.
Grounds for directors'' conclusions:
The grounds for the directors'' conclusions are as follows:
a) The purpose of the Plan is to encourage and incentivise employees by
providing them with a stake In the Company and a financial interest in the
performance and success of the Company.
b) That it is in the best Interests of the Company and of benefit to its
shareholders as a whole.
c) The terms of loans made under the Plan are those stipulated by the
Income Tax Act 2007. Having regard to the advantages of the Plan to the
Company and its shareholders those terms are fair and reasonable to the
Company and Its shareholders.
d) The Half Year Consolidated Financial Statements of the Company and
its subsidiaries (the "Group") dated 20 February 2017 record that the assets
of the Group exceed its liabilities (including contingent liabilities) by
approximately $229 million. The management accounts for the 11 months ended
31 May 2017 record that the assets of the Company exceeded its liabilities
(including contingent liabilities) by more than $230 million.
e) The amount of the financial assistance to be given under the Plan
will not exceed $0.7 million.
f) The Company is able to pay its debts as they become due in the normal
course of business and will remain able to do so after the giving of the
financial assistance.
g) The directors are not aware of any circumstances which could
materially and adversely affect the conclusions recorded above."
SHAREHOLDERS RIGHTS
7. Section 78(7) of the Companies Act 1993 confers on shareholders and
the Company certain rights to apply to the Court to restrain the proposed
assistance being given. The only grounds upon which such an application to
the Court may be made are:
a) the giving of the proposed assistance is not In the best Interests of
the Company and of benefit to those shareholders not receiving the
assistance; or
b) the terms and conditions under which the proposed assistance is to be
given are not fair and reasonable to the Company and to those shareholders
not receiving the assistance.
8. The financial assistance may be given by the Company not less than 10
working days and not more than 12 months after this disclosure document has
been sent to each shareholder.
For and on behalf of FREIGHTWAYS LIMITED by
MARK G. ROYLE
Chief Financial Officer
& Company Secretary
End CA:00307360 For:FRE Type:GENERAL Time:2017-09-18 11:20:34