LETTER FROM THE CHAIRMAN OF COATS GROUP PLC. (Incorporated and registered in England & Wales with registered number )

Transcription

1 LETTER FROM THE CHAIRMAN OF COATS GROUP PLC (Incorporated and registered in England & Wales with registered number ) 1 The Square Stockley Park Uxbridge Middlesex UB11 1TD United Kingdom 17 November 2015 Dear Shareholder Notice of Delisting of Coats Group plc from NZX and ASX The Board of Coats Group plc ( Coats or the Company ) has decided to simplify the Company's listing structure, and delist Coats from the NZX Main Board ( NZX ) and Australian Securities Exchange ( ASX ). We are sending you this letter, and accompanying information pack ('Information Pack') detailing our plans, because you are a shareholder on Coats' New Zealand Branch Register. A separate letter and accompanying information pack is being sent to holders of CHESS Depositary Interests listed on ASX. The Board's decision reflects the much reduced shareholder base in the two countries, the benefit of concentrating trading volumes on one market, thus moving towards indexation on the London Stock Exchange ( LSE ) 1, and the transition of the Group to a UK headquartered, global industrial manufacturing business. The move will also eliminate the costs and complexities arising from a triple listing and share register structure. The intended date for delisting would be 24 June 2016, at which point Coats shares would only be tradable on the Main Market of the LSE. This decision was announced to NZX, ASX, and the LSE on 17 November The delisting from NZX is conditional on shareholder approval (requiring approval of 50% of votes cast), which will be sought at Coats' Annual General Meeting, scheduled for 18 May Given that the Coats share register is now heavily weighted to the UK, and the clear benefits around having a single listing, the Board believes that shareholders will be supportive of the delisting. If the delisting is approved by shareholders, and other conditions of delisting are met, the final date for trading Coats shares on NZX will be 21 June This letter and the attached Information Pack contain important information for you on this decision, and your options going forward. We encourage you to read them carefully, and in full. Page 1

2 Delisting decision The Board's decision to delist Coats from NZX and ASX reflects: the much reduced shareholder base in New Zealand and Australia, which has fallen from approximately 55% of the Coats share register in October 2013 to less than 20% now; the exit of New Zealand and Australian based institutional shareholders, who once dominated the register but now make up less than 5%; the benefit of concentrating trading volumes, which are currently spread across three exchanges, on one market thus moving towards indexation on the LSE; the transition of the Group to a UK headquartered, global industrial manufacturing business. The move will eliminate the not insignificant listing and legal costs associated with running share registers in three different countries and the complexities that can arise from the variances in compliance and operating practices between the jurisdictions. Coats shares will continue to be admitted to the premium segment of the UK Listing Authority's Official List and to trading on the Main Market of the LSE. What happens after delisting from NZX? If the delisting from NZX is approved by shareholders, the New Zealand branch of Coats' share register will be closed on 24 June 2016 ( Delisting Date ). If you hold Coats shares on the New Zealand Branch Register on the Delisting Date, your shares will be transferred to the UK main register. Following the Delisting Date, Coats shares will only be traded on the LSE. What are my main options going forward? A summary of your main options in connection with the delisting is set out below. A more detailed description of these options is set out in the attached Information Pack. Option 1: Sell shares on NZX You may sell your shares on NZX in the usual manner up to and including 21 June Shareholders selecting this option will incur normal brokerage and transaction fees. Option 2: Share Sale Facility You can elect to participate in the Share Sale Facility described in the Information Pack, which will involve all your shares being sold on the LSE and proceeds of sale being paid back to you in New Zealand dollars. The Share Sale Facility is cost free, with all brokerage and other direct sale costs typically payable when shares are sold on market being paid for you. Please note that: the Share Sale Facility is only open to shareholders holding 100,000 shares or less on the New Zealand Branch Register as at 16 November 2015 and having a registered address in New Zealand or Australia; you may only sell all, not some, of your shares through the Share Sale Facility; if you choose to participate in the Share Sale Facility your shares may be sold in a batch with other shares, with the net proceeds spread across all shares in the batch, and you will have no control over the price at which your shares are sold; and the delisting of Coats from NZX is subject to shareholder approval, but the Board believes that shareholders will be supportive of the delisting. Page 2

3 Option 3: Open a nominee account Should you wish to hold onto your shares and retain the ability to trade them in the future, you may open a nominee account with an appropriate New Zealand or UK broker who could manage the transfer of your shares to the main UK register. The broker nominee would hold legal title to the shares but you would continue to hold the beneficial title. You may be charged fees for this arrangement, and indicative costs to open and maintain a nominee account are set out in the Information Pack. An advantage of this option is that the broker should hold your shares in their account with CREST (the UK electronic settlement system) which would allow for future electronic trading on the LSE via CREST. Under options 4 and 5, in order to trade your shares electronically you would need to open an individual account with CREST, which is usually only suitable for professional market participants and financial institutions. Option 4: Transfer your shares to the UK register Should you wish to hold onto your shares and retain the ability to trade them in the future, you may elect to transfer your shares to the main UK register. You would hold legal title to your shares, receive all shareholder communications and notices, be able to attend shareholder meetings and be able to vote in person or by proxy. However, unless you have an individual account with CREST you would not be able to hold or trade the shares electronically. Trading of shares non-electronically would normally be expected to delay the timing of making and execution of any future trades and may negatively impact the price which might be achieved. Option 5: Do nothing If no action is taken your shares will be transferred to the main UK register automatically upon delisting. The outcome would be the same as under option 4, save that the transfer of your shares to the UK main register will not happen until the Delisting Date. If you remain a shareholder of Coats after the delisting (options 4 and 5), and do not set up a nominee account (option 3), you will continue: to be paid any dividends directly; to receive all shareholder communications and notices; and to be able to attend meetings and vote in person or by proxy. Coats directors do not make any recommendation or give any advice as to which option you should select. This is because the option that is most appropriate for you will depend on your personal circumstances. NZ shareholders are encouraged to read this letter and the attached Information Pack in full and to seek advice from an independent broker, financial adviser, solicitor and/or tax adviser, in relation to the options available to them. Coats is grateful for the continuing support of its New Zealand investors over many years. Coats is now set upon a new phase of growth as a UK based industrial company with a global manufacturing and sales footprint. For further information please visit Yours sincerely Mike Clasper Chairman 1 Becoming eligible for inclusion in the FTSE all share index 2 The final day of trading on NZX will be 22 June 2016, if NZX moves to a T+2 settlement cycle prior to that date. Page 3

4 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, it is recommended that you seek advice from an independent broker, financial adviser, solicitor and/or tax adviser. If you have sold or otherwise transferred all of your Coats shares please send this Information Pack and the accompanying documents, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However neither this Information Pack nor the accompanying documents should be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. The release, publication or distribution of this Information Pack and any of the accompanying documents in or into jurisdictions other than New Zealand or Australia may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Information Pack or any of the accompanying documents comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the laws of any such jurisdiction. The Share Sale Facility (as described in this Information Pack) is not being offered, directly or indirectly, to any shareholder on the New Zealand branch of Coats' share register with an address outside New Zealand or Australia, and the Share Sale Facility cannot be accepted from within any jurisdiction outside New Zealand or Australia. This means that, if you have a registered address outside of New Zealand or Australia, you cannot participate in the Share Sale Facility. COATS GROUP PLC (Incorporated and registered in England & Wales with registered number , and registered as an overseas company in New Zealand with registered number ) DELISTING FROM NZX AND ASX INFORMATION PACK FOR SHAREHOLDERS ON THE NEW ZEALAND SHARE REGISTER This Information Pack and the accompanying documents have been prepared pursuant to, and for the purposes of complying with, New Zealand law and the information disclosed may not be the same as that which would have been disclosed if this Information Pack and the accompanying documents had been prepared in accordance with the laws of jurisdictions outside New Zealand. This Information Pack may contain forward-looking statements. These forward-looking statements may include, among other things, the Company s plans or objectives based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those expressed or implied by the forward-looking statements. The forward-looking statements included in this Information Pack should not be regarded as a representation by the Company that its plans and objectives will be achieved. The Company undertakes no obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions or assumptions or other factors, unless required to do so by applicable law and regulation. Page 4

5 COATS GROUP PLC NZX AND ASX DELISTING INFORMATION PACK FOR SHAREHOLDERS ON THE NEW ZEALAND BRANCH REGISTER INTRODUCTION This document contains important information about your holding of ordinary shares in Coats Group plc (Coats or the Company) on the New Zealand branch of Coats' share register (NZ Register). The board of Coats has decided to delist Coats from the NZX Main Board (NZX) and Australian Securities Exchange (ASX). The intended date for delisting would be 24 June 2016 (Delisting Date), at which point Coats shares would only be tradable on the Main Market of the London Stock Exchange (the LSE). This decision was announced to NZX, ASX and the LSE on 17 November The delisting from NZX is conditional on shareholder approval (requiring approval of 50% of votes cast), which will be sought at Coats' Annual General Meeting, scheduled for 18 May If the delisting is approved by shareholders, and other conditions of delisting are met, the final date for trading Coats shares on NZX will be 21 June This Information Pack contains important information for you on this decision and your options going forward. You are encouraged to read it carefully, and in full. Timetable of Events The following is an indicative timetable of key events in relation to the delisting from NZX: 17 November 2015 Coats announces intention to delist from NZX (and ASX) and close the branch registers 17 November 2015 Opening date of Share Sale Facility (as defined below) 18 May 2016 Coats Annual General Meeting - shareholder approval sought to delist from NZX 17 June 2016 Final date by which Computershare NZ (as defined below) can process requests to transfer to the UK main register 21 June Coats shares suspended from trading on NZX (at close of trading) 24 June 2016 Closing date of Share Sale Facility (unless extended by notice released to the LSE) 24 June 2016 Coats delisted from NZX Unless otherwise indicated, all references to times and dates in this document are to the time and date in New Zealand. 1 The final day of trading on NZX will be 22 June 2016, if NZX moves to a T+2 settlement cycle prior to that date. 2 The suspension would occur at end of trading on 22 June 2016, if NZX moves to a T+2 settlement cycle prior to that date. Page 5

6 OPTIONS FOR SHAREHOLDERS ON THE NEW ZEALAND BRANCH REGISTER The main options open to shareholders on the NZ Register are described below. Option 1: Sell shares on NZX Trading of Coats shares on NZX is expected to continue until 21 June You can sell your shares on NZX in the normal manner up to that date, by contacting your usual broker or financial adviser. Should you do so, you will incur normal brokerage and transaction fees. From 22 June Coats shares are expected to go into trading halt on NZX, pending the final delisting. You will no longer be able to trade your Coats shares on NZX on or after that date. Option 2: Share Sale Facility Coats has established a facility (Share Sale Facility) which will enable all your shares to be sold on the LSE. The Share Sale Facility is free to all Eligible Shareholders (defined below), with a subsidiary of Coats to pay the total costs relating directly to the sale of shares made under the Share Sale Facility (including brokerage, transfer fees and currency conversion costs). Participation in the Share Sale Facility is entirely voluntary, and you do not have to sell your shares through the Share Sale Facility. The option to participate in the Share Sale Facility is available to shareholders who hold 100,000 or less Coats shares on the NZ Register as at 16 November 2015 and have a registered address in New Zealand or Australia (Eligible Shareholders). The Share Sale Facility will open on 17 November 2015 and close at 5.00pm (New Zealand time) on the Delisting Date or such later date as may be specified by Coats by notice released to the LSE (which date may not be more than 12 months after the date of this document). If such notice is given on or before the Delisting Date, it will also be released to NZX. If you choose this option 2, you must sell all your shares through the Share Sale Facility by completing the sale instruction form which accompanies this document (Sale Instruction Form) in accordance with the instructions on that form and return the completed form in the enclosed reply paid envelope by post to Computershare Investor Services Limited (Computershare NZ) at the following address: Computershare Investor Services Limited Private Bag Auckland 1142 so that it is received at this address before 5.00pm (New Zealand time) on the Delisting Date or such later date as may be specified by Coats by notice released to the LSE (which date may not be more than 12 months after the date of this document). If you received this Information Pack by mail you may return the Sale Instruction Form by using the reply paid envelope accompanying this Information Pack. You may also return a scanned copy of the signed Sale Instruction Form by to coats@computershare.co.nz. Unless you are a nominee, trustee or custodian holding interests in shares on behalf of more than one shareholder: you cannot sell only some of your shares through the Share Sale Facility (you must sell all of your shares through the Share Sale Facility); and if you return a Sale Instruction Form, it will be treated as applying in respect of all your shares. 1 The final day of trading on NZX will be 22 June 2016, if NZX moves to a T+2 settlement cycle prior to that date. 2 The suspension would occur at end of trading on 22 June 2016, if NZX moves to a T+2 settlement cycle prior to that date. Page 6

7 If you are a nominee, trustee or custodian holding Coats shares on behalf of other persons, you may return separate Sale Instruction Forms in respect of the shares held for such persons. Such Sale Instruction Forms must relate to the entire beneficial holdings of such persons, which must in each case represent 100,000 or less Coats shares. You may return Sale Instruction Forms relating to such beneficial holdings of 100,000 or less Coats shares even though your total holding as nominee, trustee or custodian may exceed 100,000 Coats shares. Participation in the Share Sale Facility will involve Computershare NZ having authority to arrange for the sale of your Coats shares on the LSE. Under the Share Sale Facility, Computershare NZ will process Sale Instruction Forms and may aggregate the shares that are the subject of Sale Instruction Forms into batches, or may treat the shares in one Sale Instruction Form as a batch. Computershare NZ has sole and complete discretion as to when and in how many batches to aggregate the shares that are the subject of Sale Instruction Forms. Computershare NZ will instruct Peel Hunt, a UK stockbroker (Broker), to sell each batch of shares on the LSE. Each batch of shares may be sold by the Broker in one or more tranches. As a consequence, there may be a delay of some days or weeks between the time at which you return your Sale Instruction Form and the time at which your shares are sold under the Share Sale Facility. The proceeds of such sales will be paid to the Broker's trust account with a UK bank in British Pounds. This amount will then be paid to a currency conversion agent of Computershare NZ for conversion from British Pounds to New Zealand Dollars at spot rates. Proceeds of sale are expected to be sent to Computershare NZ in New Zealand dollars and subsequently distributed to you by Computershare NZ within approximately 15 business days after the date by which all the shares in the relevant batch (being the batch of which your shares formed all or part) have been sold on the LSE. The Broker may sell the shares under the Share Sale Facility in such manner, at such price or prices and on such other terms as the Broker determines in good faith. The Broker has the sole and complete discretion as to when and in how many tranches to sell the shares that Computershare NZ instructs them to sell. The Broker may also aggregate the orders provided to it by Computershare NZ with orders from its other clients. The amount you will be entitled to receive as consideration for the sale of your shares through the Share Sale Facility (Net Proceeds) is your pro rata share of the proceeds from the shares sold in the relevant batch of shares, calculated as follows: X = (N x A) Where: X = The amount you will be entitled to receive as consideration for the sale of your shares. N = The number of shares that you held and which are sold in the relevant batch. A = The average sale price of shares in the batch, being the gross proceeds received for all shares sold in the relevant batch of shares of which your shares formed part divided by the total number of shares sold by all investors in that batch. The proceeds will be converted from British Pounds to New Zealand Dollars before being paid to you. You will not receive interest on any Net Proceeds. You will be paid by electronic transfer to the existing New Zealand bank account Computershare NZ has on record for you (if any) or such New Zealand bank account as you specify in the Sale Instruction Form. If Computershare NZ has no bank account on record, or you do not specify a New Zealand bank account in the Sale Instruction Form, you will be paid by cheque. Page 7

8 If being paid by cheque, a cheque for the Net Proceeds will be sent to your registered address (as shown on Coats' New Zealand share register) by Computershare NZ by prepaid post. Computershare NZ may cancel a cheque issued for the Net Proceeds if the cheque is returned to Computershare NZ, or if it has not been presented for payment within six months after the date on which the cheque was sent. During the period of one year commencing on the trading day following the close of the Share Sale Facility, on request in writing from an Eligible Shareholder to Coats (or Computershare NZ) (which request may not be made until the date which is 20 business days after the close of the Share Sale Facility), Computershare NZ must reissue a cheque that was previously cancelled. If, in respect of the Net Proceeds, your cheque is cancelled (and is not re-issued), the Net Proceeds will be placed in a trust account to be held by Computershare NZ on your behalf. Please note the following important information about this option 2: if you elect to participate in the Share Sale Facility, you will be deemed to have given the representations, warranties and acknowledgements set out in this document under the heading "SHARE SALE FACILITY - REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS" (in the case of a nominee, trustee or custodian, these apply with all necessary changes); under the Share Sale Facility, the Broker is providing services to Coats and Computershare NZ. The Broker is not providing any services to, on behalf of, or for you or assuming or accepting any duty or responsibility to you; the Net Proceeds you may receive from the sale of your Coats shares under the Share Sale Facility will be affected by the market price of Coats shares on the LSE at the time of sale (or over the period of sale of a batch of which your shares form part) and the /NZ$ exchange rate at the time of conversion of the proceeds to New Zealand dollars. There are also risks regarding the amount of Net Proceeds you may receive by virtue of, among other things, general market and economic conditions, the level of buyer demand, buyer pricing constraints, the amount of time that may elapse between you returning your Sale Instruction Form and the Broker selling your shares including the relevant batch within which your shares are sold and sale tranches (if any) in which that batch is sold. The impact of these factors for those who elect to participate in the Share Sale Facility may be more or less adverse than for those who elect to do nothing and will therefore have their shares transferred to the UK main register automatically upon delisting. Further, the average price you may receive from the sale of your Coats shares may be more or less than the actual price or prices that are received by the Broker for various tranches; neither Coats, the Broker nor Computershare NZ gives any assurance that your shares will be sold, as to the sale price that will be achieved for the sale of any of your shares (including the sale price of any batch or sale tranche of which they form part), or the exchange rate that will be used to convert the proceeds from the sale of your shares (or from the sale of any batch of which they form part) under the Share Sale Facility into New Zealand dollars. The market price of the shares sold through the Share Sale Facility is subject to change from time to time; a subsidiary of Coats will pay the total costs relating directly to the sale of shares made under the Share Sale Facility (including brokerage, transfer fees and currency conversion costs); Coats, the Broker and Computershare NZ may appoint agents and delegates to perform any of their obligations, or exercise any of their powers or discretions, under the Share Sale Facility; you will be responsible for any tax incidence (including personal income tax,) if you elect to have your shares sold through the Share Sale Facility; Page 8

9 if a written notice is given of an order or direction made by a government agency that prevents a payment to any person who elects to participate in the Share Sale Facility, or such payment is prohibited by applicable law, Computershare NZ shall be entitled to retain an amount equal to the amount of that payment until such time as payment is permitted by that order or direction or otherwise by law; to obtain up-to-date information on the market price of shares traded on the LSE, you can visit the Coats website at This information is also available at the LSE website at where the ticker symbol for Coats is COA; and the Share Sale Facility is governed by the laws in force in New Zealand. To participate in the Share Sale Facility you need to be an Eligible Shareholder and will need to complete the Sale Instruction Form which is attached to this Information Pack. Alternatively, a Sale Instruction Form can be obtained by contacting Computershare NZ (see contact details below). The Sale Instruction Form must be completed and signed in accordance with the instructions on that form and returned by post or to Computershare NZ (see contact details below) so that it is received before 5.00pm on the Delisting Date or such later date as may be specified by Coats by notice released to the LSE (which date may not be more than 12 months after the date of this document). If you fail to do so, and do not elect to take options 3 or 4 outlined in this Information Pack, your shares will be transferred to the main UK register automatically upon delisting. If you need assistance in completing the Sale Instruction Form or have any questions in relation to the Share Sale Facility you can contact Computershare NZ whose contact details are below: Computershare Investor Services Limited Private Bag Auckland 1142 Tel: (09) Facsimile (09) coats@computershare.co.nz You should carefully consider whether participation in the Share Sale Facility is the best option available to you in relation to the delisting. You are encouraged to seek advice from an independent broker, financial adviser, solicitor and/or tax adviser. Option 3: Open a nominee account This option may be suitable for you if you want to continue to hold your Coats shares after the Delisting Date, do not currently have an individual CREST account, and want the ability to hold your shares electronically and to make and effect trades on the LSE without delays. It involves establishing a nominee account with an appropriate New Zealand or UK broker. Your shares will be held on the UK main share register in the name of the broker's nominee, so the nominee holds and trades your shares on your behalf. You will need to contact your broker or financial adviser to set this up. You can do this at any time before the Delisting Date if you wish. Key features of a nominee account arrangement are typically: The broker nominee would be the legal owner of your shares on the UK main register. The broker nominee would hold your shares on your behalf. The broker nominee would buy or sell shares on your instructions. The broker nominee would be paid dividends (if any) and would need to account to you for dividends (making any necessary currency conversion). Page 9

10 The broker nominee would receive corporate documentation and notices, but the UK Companies Act gives a nominee the ability to nominate the beneficial holder to receive directly all shareholder communications (other than proxy forms). The broker nominee would have the right to attend and vote at shareholder meetings. Proxy forms would be sent to the broker nominee. If you wanted to attend a shareholder meeting, the broker nominee could appoint you as its proxy in relation to the shares it held for you. This is a common practice in the UK. The availability of voting instruction or proxy arrangements will depend on what is agreed with the nominee. Costs of nominee arrangements and trading The costs associated with opening and maintaining a nominee account, and trading Coats shares, will vary between brokers. An indication of the fees which are commonly charged by New Zealand and UK brokers, as understood by Coats, is as follows: 1. Transacting: Brokerage (plus agency brokerage) may range from 0.75% to 2.5% of the value of the trade, with minimum brokerage fees ranging from NZ$50 to NZ$ Nominee service: Charges may range from no charge or fixed charges (NZ$50 to NZ$200 per annum, for example) to a scaled fee of 0.25% to 0.75% of value, or an overall portfolio management service with a percentage fee (for example 1% of portfolio value). UK taxes, stamp duty and levies may also apply to trades. The above charges may be incurred even in respect of a one-off trade. If you intend to continue to hold your Coats shares after the Delisting Date and establish a nominee account in order to be able to trade your Coats shares on the LSE, we recommend that you seek advice from a broker or other financial adviser. Option 4: Transfer your shares to the UK register You may elect to transfer your shares to the UK main register before the Delisting Date. If you do nothing this will happen automatically after the Delisting Date. To transfer your shares to the UK main register before the Delisting Date you will need to send a transfer request to Computershare NZ, the Company s New Zealand registrar, at any point between now and no later than 17 June Under this option, you would continue to hold legal title to your shares. You would also continue: to be paid any dividends directly; to receive all shareholder communications and notices; and to be able to attend meetings and vote in person or by proxy. If you do not have an individual CREST account, you may elect to hold your shares on the UK main register in certificated form, however most of Coats' shares are held in uncertificated form, that is in CREST (the UK electronic settlement system). If your shares are in certificated form (i.e. are not in CREST) it may still be possible to trade on market, but it is likely that there would be material delays in the timing of the making and execution of future trades (for instance, several weeks). As a consequence, the price of such future trades may also be negatively impacted. Page 10

11 If you wish to set up your own CREST account in order to hold your shares in uncertificated form, you will need to contact your broker or other financial adviser who will be able to advise you on the process for doing so. However, please be advised that this option is usually only suitable for professional market participants and financial institutions. Option 5: Do nothing If you do nothing, your shares will be transferred to the UK main register automatically upon delisting. You will continue to hold legal title to your shares and will continue to be paid any dividends directly, receive all shareholder communications and notices, and be able to attend meetings (which have been held in London in recent years) and vote in person or by proxy. The outcome is effectively the same as under option 4, save that the transfer of your shares to the UK main register will not happen until the Delisting Date. What action do I need to take now? You do not need to take any action in relation to the proposed delisting. You will continue to be able to trade your shares in Coats on NZX up to Tuesday, 21 June If you do nothing, your shares will be transferred to the UK main register automatically upon delisting, as stated above. Coats directors do not make any recommendation or give any advice as to which option you should select. This is because the option that is most appropriate for you will depend on your personal circumstances. You are encouraged to consider the above options, and work out which is the most suitable for you, after taking advice from and independent broker, financial adviser, solicitor and/or tax adviser. What if I have questions about the proposed delisting? If you have any questions on the proposed delisting of Coats from NZX, please contact: Computershare Investor Services Limited Tel: (09) Facsimile (09) coats@computershare.co.nz Address: Computershare Investor Services Ltd, Private Bag 92119, Auckland 1142 This document is dated 17 November The final day of trading on NZX will be 22 June 2016, if NZX moves to a T+2 settlement cycle prior to that date. Page 11

12 SHARE SALE FACILITY - REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS By signing and returning the Sale Instruction Form and any associated documents, an Eligible Shareholder who elects to participate in the Share Sale Facility (Participating Shareholder): irrevocably appoints and authorises Computershare NZ as the Participating Shareholder s agent to do all things necessary to arrange for the sale of their Coats shares through the Share Sale Facility (including, but not limited to, the execution of any documents and the effect of any holding adjustment or other transaction in relation to the Participating Shareholder s holding of shares); acknowledges and agrees that none of Coats, the Broker, Computershare NZ nor any other person will on any account be liable, and the Participating Shareholder may not bring any claim or action against any of them, for having (or not having) sold shares at any specific price, in any specific manner or on any specific day or otherwise in connection with the amount of Net Proceeds received; acknowledges that the Participating Shareholder is irrevocably bound to sell all (as opposed to only some) of the Participating Shareholder s shares through the Share Sale Facility; represents and warrants that, at the time of executing and returning the Sale Instruction Form, the Participating Shareholder is the beneficial holder of the shares specified in the Sale Instruction Form and that they have not previously used the Share Sale Facility for that holding of shares, and that the information in the Sale Instruction Form is accurate and complete; represents and warrants (and authorises Computershare NZ to represent and warrant on the Participating Shareholder s behalf) to the Broker and to any buyer of the Participating Shareholder s shares sold through the Share Sale Facility that the buyer will acquire good title to those shares and full legal and beneficial ownership of them free from all mortgages, charges, liens, encumbrances (whether legal or equitable), security interests (as defined in the Personal Property Securities Act 1999), restrictions on transfer of any kind and from any third party rights; represents and warrants, if the Participating Shareholder is outside New Zealand, that they are legally able and permitted to participate in the Share Sale Facility on the basis and in the way that they are participating, and that the Participating Shareholder's participation is in compliance with the laws in that Participating Shareholder's jurisdiction (including, but not limited to, securities laws); agrees not to sell any of the Participating Shareholder s shares to any other person and authorises Computershare NZ to block the Participating Shareholder s holdings to prevent transfer of title in its shares other than to the Broker for settlement. The Participating Shareholder also authorises the transfer of its shares as necessary or desirable in order to effect settlement of the sale. If any shares are transferred or sold in breach of this representation and warranty, the Participating Shareholder will be deemed to have appointed Computershare NZ or any officer of Computershare NZ as attorney to purchase shares in the Participating Shareholder s name, and at the Participating Shareholder s expense, to satisfy the Participating Shareholder s obligations in relation to the transfer or sale of its shares, and will indemnify Computershare NZ for all costs incurred by it in connection with any such purchase; acknowledges that Coats, the Broker and Computershare NZ may appoint agents and delegates to perform any of their obligations, or exercise any of their powers or discretions, under or in connection with the Share Sale Facility; Page 12

13 acknowledges that none of Coats, the Broker, Computershare NZ nor any other party involved in the Share Sale Facility has any liability to the Participating Shareholder other than, in the case of Computershare NZ, for the remittance of any Net Proceeds; acknowledges that none of Coats, the Broker, Computershare NZ nor any other party involved in the Share Sale Facility has provided the Participating Shareholder with any investment advice or made any recommendations of any nature whatsoever (including, without limitation, securities recommendations), nor has any obligation to provide such advice or recommendations, concerning the Participating Shareholder's decision to sell shares through the Share Sale Facility, and that the Participating Shareholder has made their own decision to sell shares through the Share Sale Facility based on their own needs, objectives, financial and tax situation, and investigations of the affairs of Coats; acknowledges and agrees, in the absence of fraud or manifest error, to ratify the decisions, actions and exercise of discretion by Coats, the Broker, Computershare NZ and any other party involved in the Share Sale Facility, and acknowledges and agrees that those parties are not obliged to consult with the Participating Shareholder regarding the exercise of those functions in relation to the Share Sale Facility; acknowledges that Coats, the Broker and Computershare NZ will not acquire any legal or beneficial interest in the Participating Shareholder's shares in acting under the Share Sale Facility; except to the extent that liability cannot by law be excluded, acknowledges and agrees that none of Coats, the Broker nor Computershare NZ accepts any responsibility in respect of the sale price received for the sale of the Participating Shareholder's Coats shares under the Share Sale Facility; and accepts the risks associated with the amount and payment of the Net Proceeds to be sent to the Participating Shareholder in the manner specified in option 2. Page 13