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Compulsory Acquisition - Instrument of Transfer - NZX · PDF fileinstrument of transfer christchurch city holdings limited (“cchl”) compulsory acquisition of shares in lyttelton

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Page 1: Compulsory Acquisition - Instrument of Transfer - NZX · PDF fileinstrument of transfer christchurch city holdings limited (“cchl”) compulsory acquisition of shares in lyttelton

INSTRUMENT OF TRANSFER CHRISTCHURCH CITY HOLDINGS LIMITED (“CCHL”) COMPULSORY ACQUISITION OF SHARES IN LYTTELTON PORT COMPANY

LIMITED (“LPC”) This form must be returned so as to be received by Christchurch City Holdings Limited no later than Monday 20 October 2014

Registered Shareholder (the “Seller”)

PLEASE REFER TO THE INSTRUCTIONS OVERLEAF FOR DIRECTIONS ON HOW TO COMPLETE THIS INSTRUMENT OF TRANSFER

By signing this Instrument of Transfer (Transfer Form) the Seller hereby:

(a) transfers to Christchurch City Holdings Limited (CCHLCCHLCCHLCCHL) all the shares in Lyttelton Port Company Limited (LPCLPCLPCLPC) registered in the name of the Seller (the

LPC SharesLPC SharesLPC SharesLPC Shares) at the time this Transfer Form is presented to LPC for registration, in consideration for the payment to the Seller by CCHL of $3.95 for

each LPC Share transferred by the Seller to CCHL; and

(b) represents and warrants to CCHL that:

i. the Seller is the registered holder(s) of the LPC Shares and that title to each of the Seller's LPC Shares will be transferred to CCHL free of all

security interests, charges, liens, mortgages, encumbrances and adverse interests and claims of any kind, but together with all rights attaching

to them, and no other person holds any interest in the LPC Shares; and

ii. the Seller has full power and capacity to sell and transfer the LPC Shares to CCHL.

CONSIDERATION

Payment will be made by either electronic transfer directly into the Seller’s bank account, or by cheque. Please select a method of payment by ticking the appropriate box below. Note that all payments will be made in New Zealand dollars.

Payment method preference: (please tick one)

CHEQUE ELECTRONIC TRANSFER

Note: If you do not select a method of payment, or the details that you provide are not sufficient to effect an electronic transfer, you will be paid by cheque or by direct credit to your existing nominated account already held with Link Market Services Limited.

If you have previously provided bank account details to LPC’s share registrar, Link Market Services Limited, and you want your payment made to that account, please tick here:

USE MY EXISTING ACCOUNT DETAILS

Electronic Transfer Details: Please complete the boxes below if you wish to be paid by electronic transfer.

Account Name: Bank & Branch:

NZ Bank Account Number:

-

-

-

Bank Branch Account Number Suffix

If you require your payment to be made to an overseas bank account, please complete the details below. If the details below are not fully completed or are incorrect, your payment will be made to you by cheque and mailed to the address on the Lyttelton Port Company register.

Overseas Bank Account Number:

Bank Name: Branch:

Bank Address:

Bank’s Swift Code/Sort Code/BSB Code: (Only overseas shareholders need complete)

Other Information: (Overseas shareholders to provide any other information required to effect electronic transfer)

SIGNATURES Dated and signed the _________________ day of __________________________________ 20____

SIGNATURE(S) FOR AN INDIVIDUAL OR JOINT HOLDER/ATTORNEY SIGNATURE(S) FOR A COMPANY

Signature Director

Signature Director/Duly Authorised Person

JOINT JOINT JOINT JOINT HOLDERSHOLDERSHOLDERSHOLDERS: If the LPC Shares are registered in the names of joint holders, all holders must sign the form

Note that if this Transfer Form is signed under a power of attorney, the attorney must complete the certificate of non-revocation on the following page.

Registered holder details Number of LPC shares held: XXXXXXX

CSN/Holder Number: XXXXXXX

Page 2: Compulsory Acquisition - Instrument of Transfer - NZX · PDF fileinstrument of transfer christchurch city holdings limited (“cchl”) compulsory acquisition of shares in lyttelton

NOTES AND INSTRUCTIONS FOR COMPLETION OF THIS TRANSFER FORM

1.1 Completing this form:

(a) Insert the date of signing in the space provided. Please ensure that all details on this Transfer Form are correct. Please alter this Transfer Form if required.

(b) Sign this Transfer Form where marked “Signature(s)”. Companies must sign where marked “Signature(s) For A Company” in accordance with the Companies Act 1993 or other applicable law.

2. Joint holders: If the LPC Shares are registered in the names of joint holders, all holders must sign this Transfer Form.

3. Shares held by nominees: If your LPC Shares are held through a nominee, advise your nominee that you wish to sell all your LPC Shares and instruct your nominee to complete, sign and return this Transfer Form to CCHL in accordance with the instructions contained in it.

4. Power of attorney: If this Transfer Form is signed under a power of attorney, a copy of the relevant power of attorney must be submitted with this Transfer Form, and the certificate of non-revocation printed below must be completed by the party holding the power of attorney and signing this Transfer Form.

5. On completion: Either mail, deliver, fax or email this Transfer Form as provided for below as soon as possible, but in any event so as to be received by CCHL no later than Monday 20 October 2014.

(a) MAIL: Place the signed Transfer Form (together with a copy of any relevant power of attorney) in the reply paid envelope and send by post to the following address:

Christchurch City Holdings Limited

c/- Link Market Services Limited

PO Box 91976

Victoria Street West

Auckland 1142, New Zealand

(b) DELIVER: Deliver the signed Transfer Form (together with a copy of any relevant power of attorney) to CCHL, c/- Link Market Services Limited, at the following address:

Christchurch City Holdings Limited

c/- Link Market Services Limited

Level 7, Zurich Building

21 Queen Street

Auckland, New Zealand

NOTE: These offices are only open on weekdays during normal business hours.

LPC Shareholders resident outside New Zealand are encouraged to return the Transfer Form by fax or email.

(c) FAX: Fax the signed Transfer Form to CCHL, c/- Link Market Services Limited on +64 9 375 5990. The Seller must then either:

(i) post the original signed Transfer Form (together with a copy of any relevant power of attorney) to CCHL at the address set out above; or

(ii) deliver it (together with a copy of any relevant power of attorney) to CCHL at the address set out above,

as soon as possible after faxing the Transfer Form. However, as long as the faxed Transfer Form has been received by CCHL by Monday 20 October 2014, that acceptance will remain valid notwithstanding that the original is never received.

(d) EMAIL: Scan the signed Transfer Form and email to CCHL, c/- Link Market Services Limited at [email protected]. The Seller must then either:

(i) post the original signed Transfer Form (together with a copy of any relevant power of attorney) to CCHL at the address set out above; or

(ii) deliver it (together with a copy of any relevant power of attorney) to CCHL at the address set out above,

as soon as possible after emailing the Transfer Form. However, as long as the scanned Transfer Form has been received by CCHL by Monday 20 October 2014, that acceptance will remain valid notwithstanding that the original is never received.

6. Previous salePrevious salePrevious salePrevious sale: If you have sold all your LPC Shares, you should immediately pass this Transfer Form, together with the Compulsory Acquisition Notice accompanying this Transfer Form, to the purchaser or to the agent through whom the sale was made, to be passed to the purchaser.)

7. InterpretationInterpretationInterpretationInterpretation: In this Transfer Form references to the singular shall include the plural.

Power of Attorney

By signing the front page of this Transfer Form, the Seller hereby enters into a power of attorney in favour of CCHL as follows: As from the date of this Transfer Form, I/we irrevocably authorise and appoint CCHL (with power of substitution by CCHL in favour of such person(s) as CCHL may appoint to act on its behalf) as my/our attorney and agent to act for me/us and to do all matters of any kind or nature whatsoever in respect of or pertaining to the LPC Shares referred to above and all rights and benefits attaching to the LPC Shares as CCHL may think proper and expedient and which I/we could lawfully do or cause to be done if personally acting, including the transfer of shares to any person or persons whatsoever, the appointment of a proxy or proxies for any meeting of the shareholders of LPC, attendance in person at, and voting at, such meeting, application to any court whatsoever, and execution of all documents in my/our name(s) which CCHL may consider necessary for all or any of the foregoing purposes.

IF YOU ARE IN DOUBT ABOUT THE PROCEDURE FOR TRANSFER, PLEASE TELEPHONE LINK MARKET SERVICES LIMITED ON +64 9 375 5998.

ONLY COMPLETE THE FOLLOWING SECTION IF THE TRANSFER FORM IS SIGNED UNDER A POWER OF ATTORNEY

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY

I _______________________________________________________ of ________________________________________, _____________________________________, certify: full name of power of attorney place and country of residence occupation

1. That by deed dated___________________________, ____________________________________________________, of ________________________________________,

date full name of donor (individual or corporate) place and country of residence / registered office

appointed me his / her / its attorney. If the donee of the power is a body corporate, I confirm that I am authorised to give this certificate on its behalf and the capacity in

which I give this certificate for the attorney is as ___________________________. insert director / officer / other capacity

2. That I have not received notice of any event revoking the power of attorney.

SIGNED at _____________________ this ________ day of ____________ 20__ ____________________________________________________________________________

Signature & Name of Attorney