Topic Summary For more information
What is the Shareholder Trading Platform?
As part of the Capital Structure, Murray Goulburn will establish the Shareholder Trading Platform (STP), a private trading platform that Shareholders will be able to access on-line or via telephone. The STP will permit Suppliers to buy and sell Shares through the Nominated Broker, subject to the Share Standard and any terms and conditions relating to the operation of the STP. The STP will only operate when the ASX is open and when Units are trading. Trading on the STP will influence the number of transactions in Units on ASX and potentially the price at which Units are trading on ASX, just as any other buying and selling of Units would.
To trade Shares on the STP, Shareholders will need to open a trading account with the Nominated Broker (initially Bell Direct).
Section 4.5
Who is the Market Facilitator and what is its role?
While separate to the Unit market on ASX, the STP will be linked to the Unit market on the ASX through the Market Facilitator. The Market Facilitator (initially Macquarie Securities (Australia) Limited (ACN 002 832 126)) will be a conduit between the ASX market for Units and the STP and will offer to buy and sell Shares from the Nominated Broker through the STP at the same prices that Units can be bought and sold on the ASX. The Market Facilitator will simply respond to buy and sell orders placed through the Nominated Broker by Shareholders on the STP. The Market Facilitator will never engage directly with Shareholders and will interact with the Nominated Broker only.
The Market Facilitator may also acquire Shares or Units at the direction of Murray Goulburn and will engage in certain Rebalancing Transactions.
Topic Summary For more information
How are Shares sold on the STP?
A Shareholder may not sell Shares if they do not satisfy their Share Standard or the sale would result in the Shareholder no longer satisfying their Share Standard. Subject to this general rule and provided the Shares are not subject to a security interest in favour of a Lender, Shares may be sold on the STP at the prevailing market price in the following circumstances: • a Shareholder who holds Shares in excess of their Share
Standard that were acquired prior to the opening of the Priority Offer may sell those excess Shares subject to the three-year sell down rule (explained further below);
• a Shareholder who holds Shares in excess of their Share Standard that were acquired after the opening of the Priority Offer may sell those excess Shares at any time;
• a Former Supplier who has retired from dairy farming may sell their Shares subject to the three-year sell down rule (but will not be obliged to do so) (Retiring Supplier); and • a Former Supplier who has ceased supply to Murray
Goulburn in order to supply another processor must sell their Shares in accordance with the three-year sell down rule (Ceasing Supplier).
Section 4.5.2.1
What is the three-year sell down rule?
Shares affected by the three-year sell down rule can only be sold according to a schedule (see Section 4.5.2.1). The shortest period within which all affected Shares may be sold is three years and one day. A Supplier or Former Supplier may elect to hold their Shares or sell them over a longer period, except that a Ceasing Supplier must sell their Shares in accordance with the schedule. If this does not occur then Murray Goulburn may sell the relevant Shares on behalf of that Ceasing Supplier at the prevailing market price.
If the conversion of Preference Shares into Non-voting Shares is approved, there will be no restriction on the number of Non-voting Shares that can be sold by former B or C Class Preference Shareholders.
Section 4.5.2.1
How are Shares purchased on the STP?
Following the IPO, Shares may be purchased by Shareholders on the STP at any time, subject to the Hard Cap.
Only active Suppliers will be able to buy additional Shares on the STP. However, all Former Suppliers will be able to buy Units on the ASX if they wish to maintain and manage an economic exposure to Murray Goulburn subject to availability on the ASX.
Section 4.5.2.2
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What is Share Rebalancing and Unit Rebalancing?
Every time the Market Facilitator buys (or sells) a Share, it will sell (or buy) a Unit to maintain a neutral exposure to Murray Goulburn. At the end of any day of trading the Market Facilitator will, if necessary, enter into one of the following Rebalancing Transactions which in effect involves the Market Facilitator giving up a Share to obtain a Unit and vice versa. Rebalancing Transactions will not change the proportion of Shares to Units: • Share Rebalancing Transaction. If the Market Facilitator has
bought more Shares than it has sold (i.e. it is ‘long’ Shares), then the excess Shares will convert into Convertible Preference Shares, which the Market Facilitator will sell to the Sub-trust of the MG Unit Trust and use the proceeds from that sale to convert Non-participating Units into Units. The Market Facilitator will use those Units to settle its sell orders for Units on ASX. The proceeds from the sale of the Units will be used to pay the sellers of the Shares.
• Unit Rebalancing Transaction. If the Market Facilitator has sold more Shares than it has bought (i.e. it is ‘short’ Shares), then the Market Facilitator will buy Convertible Preference Shares from the sub-trust of the MG Unit Trust which will convert into Shares which the Market Facilitator will deliver to the purchasers of the Shares. The proceeds of the sale of the Convertible Preference Shares to the Market Facilitator will be used by the RE (via the Sub-trust) to convert Units held by the Market Facilitator into Non-participating Units. In certain circumstances, Unit Rebalancing Transactions may involve the cancellation of Notes instead of the conversion of CPS.
Section 4.5.3 What are Murray Goulburn’s arrangements with Lenders?
In addition to enabling the establishment of a market value for Shares, the STP and related arrangements will allow lenders who have entered into a STP Side Deed with Murray Goulburn (Lenders) to register their security interests in Shares and enforce those security interests if Shareholders default under the lending arrangements with that Lender.
Murray Goulburn also provides financing arrangements to certain Shareholders. Where Murray Goulburn provides financing to a Shareholder which is secured over that Shareholder’s Shares, Murray Goulburn will register its security interest on those Shares.
If Murray Goulburn is entitled to enforce a security interest in respect of Shares, it may do so by taking possession of the Shares (via one of its subsidiaries, which will hold the shares on trust for Murray Goulburn) and selling them.
Section 4.5.4