Update : Notice attachment updated

This Notice contains important information about eligibility to participate in the Nufarm Pro rata Accelerated Renounceable Entitlement Offer (with retail entitlements trading) ("Offer") of new fully paid ordinary shares in Nufarm (“New Shares”) and should be read carefully by Participants.

The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective 01 October 2018.

What do I need to do and by when?

Only “Eligible Retail Shareholders” (as defined in the attachment to this Notice) are entitled to exercise “Retail Entitlements” (as that term is defined in the Retail Offer Booklet to be dispatched to Eligible Retail Shareholders on Thursday, 4 October 2018 (“Retail Offer Booklet”)), which are scheduled to commence trading under ASX code NUFRA on a deferred settlement basis on Monday, 01 October 2018. Eligible Retail Shareholders that purchase Retail Entitlements will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling the Nufarm Offer Information Line on 1300 652 479 (within Australia), 0800 108 603 (within New Zealand)  and +61 3 9415 4360 (outside Australia and New Zealand) from 8:30am to 5:00pm (Sydney time), Monday to Friday during the Retail Entitlement Offer period (as that term is defined in the Retail Offer Booklet). 

NUF reserves the right to reject any Appendix E – Entitlement and Acceptance Form that it believes comes from a person who is not an Eligible Retail Shareholder.

Retail Entitlements will trade generally on ASX. However, if Retail Entitlements are purchased in a transaction on ASX by an Ineligible Retail Shareholder, such Ineligible Retail Shareholder will not be entitled to exercise those Retail Entitlements to subscribe for New Shares. Further, any Ineligible Retail Shareholder  who is a shareholder in the United States or a shareholder acting for the account or benefit of a person in the United States, including a nominee or custodian to the extent such person holds fully paid ordinary shares in Nufarm for the account or benefit of such person in the United States ("Excluded U.S. Investor"), will not be entitled to acquire, hold or trade any NUF Financial Products. Retail Entitlements which are not or are not able to be exercised will be sold through a retail shortfall bookbuild. Any premium over the offer price of $6.70 per New Share received in respect of the Retail Entitlements sold through the retail shortfall bookbuild (net of any applicable withholding taxes and expenses) will be remitted proportionally to holders of those Retail Entitlements (“Retail Premium”). The Retail Premium, if any, is expected to be paid on or about Tuesday, 30 October 2018.

To ensure that foreign ownership restrictions can be monitored and that Excluded U.S. Investors do not acquire, hold or trade Retail Entitlements and Ineligible Retail Shareholders do not exercise any right to subscribe for New Shares, ASX Settlement has agreed:

(a)        to classify Retail Entitlements as FOR Financial Products under the ASX Settlement Operating Rules and to include Retail Entitlements in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)        to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operation Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to Retail Entitlements.

The following conditions apply to Retail Entitlements:

Foreign Person

A “Foreign Person” is an “Ineligible Retail Shareholder” as that term is defined in the attachment to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Ineligible Retail Shareholder, as that term is defined, may exercise any right to subscribe for New Shares for any Retail Entitlements they purchase or hold. Further, no Excluded U.S. Investor, may acquire, hold or trade Retail Entitlements.

NUF, as Issuer of the Retail Entitlements, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

NUF’s Retail Entitlements are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the U.S. Securities Act of 1933, as amended. The status of FOR Financial Products under the ASX Operating Rules will be applied to Retail Entitlements.

Where a holder is currently designated as "F" or "M", that person cannot exercise any right to subscribe for New Shares for any Retail Entitlements they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold Retail Entitlements, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding Retail Entitlements.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire, hold or trade any Retail Entitlements.

Participants should liaise with clients intending to purchase or hold Retail Entitlements and make all necessary enquiries to ensure that those clients who are Excluded Investors are made aware that they cannot exercise any right to subscribe for New Shares and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any Retail Entitlements. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

Retail Entitlements cannot be acquired or held by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by Nufarm as set out under the ASX Settlement Operating Rules. Please refer to the attachment for more information and definitions.

Need more information?

Issued by

Nehali Dani, Post Trade Operations

Contact information

Nehali Dani
1800 623 571
cad@asx.com.au

Attachment - Definitions of “Eligible Retail Shareholders” and "Ineligible Retail Shareholders"

An "Ineligible Retail Shareholder" has the meaning given in section 1.8 of the Retail Offer Booklet (and for the avoidance of doubt, includes an Excluded U.S. Investor.

An “Eligible Retail Shareholder” means a shareholder who:

a.     has a registered address in Australia or New Zealand;

b.     is not an Excluded U.S. Investor;

c.     is not an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder (as those terms are defined in the Retail Offer Booklet) and does not hold fully paid ordinary shares in Nufarm on behalf of an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder (to that extent); and

d.     is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

An "Eligible Retail Shareholder" may include any person who, as determined by NUF at its absolute discretion, is in:

•  Australia;

•  New Zealand;

•  Canada (British Columbia, Ontario or Quebec provinces) (or is      acquiring the Retail Entitlements or New Shares for any person who is in the provinces of British Columbia, Ontario or Quebec), where each relevant person is an “accredited investor” within the meaning of NI 45-106 – Prospectus and Registration Exemptions, of the Canadian Securities Administrators and, if relying on subsection (m) of the definition of that term, is not a person created or being used solely to acquire or hold securities as an accredited investor;

•   China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) (or is acquiring the Retail Entitlements or New Shares for any person who is in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan)), where each relevant person is a "qualified domestic institutional investor", a sovereign wealth fund or a quasi-government investment fund;

•    European Economic Area - Belgium, Germany and the Netherlands (or is acquiring the Retail Entitlements or New Shares for any person who is in Belgium, Germany and the Netherlands), and is offered New Shares pursuant to an exemption under the Prospectus Directive (Directive 2003/71/EC) as amended and implemented in member states of the European Economic Area;

•     France (or is acquiring the Retail Entitlements or New Shares for any person who is in France), where each relevant person is a "qualified investor" (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2, D.411-1, L.533-16, L.533-20, D.533-11, D.533-13, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation;

•   Hong Kong (or is acquiring the Retail Entitlements or New Shares for any person who is in Hong Kong), where each relevant person is a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong and any rules made under that ordinance;

•    Ireland (or is acquiring the Retail Entitlements or New Shares for any person who is in Ireland), where each relevant person is a "qualified investor" as defined in the Irish Prospectus (Directive 2003/71/EC) Regulations 2005, as amended;

•     Japan (or is acquiring the Retail Entitlements or New Shares for any person who is in Japan), where each relevant person: (a) is a Qualified Institutional Investor, as defined under Article 2, paragraph 3 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, "FIEL") and the regulations promulgated thereunder and (b) agrees that the Retail Entitlements and New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan except to Qualified Institutional Investors;

•     Malaysia (or is acquiring the Retail Entitlements or New Shares for any person who is in Malaysia), where each relevant person is a person prescribed under Part I of Schedule 6 of the Malaysian Capital Markets and Services Act;

•     Norway (or is acquiring the Retail Entitlements or New Shares for any person who is in Norway), where each relevant person is a "professional client" as defined in Norwegian Securities Regulation of 29 June 2007 no. 876, including non-professional clients having met the criteria for being deemed to be professional and for which an investment firm has waived the protection as non-professional in accordance with the procedures in this regulation;

•    Singapore (or is acquiring the Retail Entitlements or New Shares for any person who is in Singapore), where each relevant person: (i) is an "institutional investor" or a "relevant person" (as such terms are defined in the Securities and Futures Act of Singapore ("SFA")); (ii) will acquire the Retail Entitlements or New Shares in accordance with applicable provisions of the SFA; and (iii) acknowledges that the offer of the Retail Entitlements and New Shares is subject to the restrictions (including selling restrictions) set out in the SFA;

•    Sweden (or is acquiring the Retail Entitlements or New Shares for any person who is in Sweden), where each relevant person is a "qualified investor" (as defined in Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument));

•    Switzerland (or is acquiring the Retail Entitlements or New Shares for any person who is in Switzerland), where each relevant person is an institutional investor, being regulated financial intermediaries such as banks, securities dealers, insurance institutions and fund management companies; as well as institutional investors with professional treasury operations;

•    the United Arab Emirates (excluding the Dubai International Financial Centre) (or is acquiring the Retail Entitlements or New Shares for any person who is in the United Arab Emirates (excluding the Dubai International Financial Centre)), where this document is being distributed to certain investors from Australia into the United Arab Emirates (excluding the Dubai International Financial Centre) and each relevant person acknowledges that any communications received in relation to the Offer occurred from outside the United Arab Emirates; or

•    the United Kingdom (or is acquiring the Retail Entitlements or New Shares for any person who is in the United Kingdom), where each relevant person is: (i) a "qualified investor" within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000, as amended; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended, or to whom the Offer may be lawfully communicated,

provided that in each case, such person is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person will be holding Retail Entitlements or New Shares for the account or benefit of a person in the United States).

Disclaimer