Whitefield has two primary classes of shares on issue, being Ordinary Shares and Convertible Resettable Preference Shares.
(ASX Code: WHF)
Ordinary Shares provide an investor with exposure to changes in the underlying capital value of the company as well as an entitlement to receive ordinary share dividends as declared by the directors from time to time.
Ordinary Shares carry a right to vote on Company matters.
Convertible Resettable Preference Shares or CRPS
(ASX Code: WHFPB)
The CRPS are non-cumulative, convertible, resettable, preference shares in the capital of Whitefield. The key terms of the CRPS are:
CRPS Face Value
$100 per CRPS
The CRPS are entitled to a non-cumulative fixed dividend of 5.75% x (1 - Tax Rate) per annum and expected to be fully franked. (Tax Rate is defined as the Australian corporate tax rate applicable to Whitefield Limited's franking account on the relevant dividend payment date and expressed as a decimal or percentage).
The Dividend Rate may be increased or decreased on the relevant reset dates, the next reset date bieng 30 November 2021.
Dividends on the CRPS are expected to be fully franked but to the extent that this is not the case, no cash payment will be made to compensate for the unfranked amount of any dividend.
Dividends are only payable where the directors determine that a dividend is payable and only to the extent permitted by law. Dividends on the CRPS are non-cumulative which means that if a dividend is not paid on the CRPS Whitefield has no liability to make the payment and the CRPS holder has no claim with respect to the unpaid dividend.
The CRPS will rank in priority to the Company's fully paid ordinary shares (Ordinary Shares) in respect of the payment of the dividends on the CRPS but will rank behind the Company's 8% Preference Shares, which have an aggregate face value of $23,790.
On each reset date, the Company can reset the dividend rate payable on the CRPS, the discount which applies on the conversion of the CRPS into Ordinary Shares and determine when resets are to take place in the future.
The next reset date will be 30 November 2021.
The Company can convert CRPS into Ordinary Shares on any reset date and on the occurrence of certain events.
The CRPS holders can request the Company to convert the CRPS into Ordinary Shares on any reset date and on the occurrence of certain holder trigger events. However, the Company can override a conversion request received from an CRPS holder and instead redeem the CRPS.
On conversion each CRPS will convert into a number of Ordinary Shares calculated generally by reference to the volume weighted average sale price of Ordinary Shares on ASX for the ten days prior to conversion and applying the conversion discount, subject to certain adjustments.
The Company can redeem the CRPS on any reset date and on the occurrence of certain trigger events. CRPS holders cannot seek to have the CRPS redeemed. Redemption can be effected by redemption, buy-back, capital reduction or sale to a third party.
Redemption is for the face value of the CRPS which will be $100.
CRPS holders are only entitled to vote on certain limited matters such as a proposal affects the rights of CRPS holders or for the disposal of the whole of the property, business and undertaking of Whitefield. However, this restriction on voting does not apply when a dividend is not paid in full on the CRPS or during a winding up of the Company.
CRPS holders are entitled to receive all reports, notices of meeting and other documents sent to ordinary Shareholders and to attend general meetings.
Return of Capital
The face value of the CRPS and due but unpaid dividends on them will rank upon a winding-up of the Company:
- after the 8% Preference Shares; and
- in priority to Ordinary Shares
The CRPS have no right to participate in surplus assets or profits of the Company on a winding-up other than as set out above.