Shareholder Trading Platform Rules

Transcription

1 Shareholder Trading Platform Rules These rules set out the rules for trading Shares through the Shareholder Trading Platform (STP) of Murray Goulburn Co-operative Co Limited (Murray Goulburn). The STP is a private trading platform for Murray Goulburn shareholders. The rules and procedures of the Australian Securities Exchange do not apply to trading on the STP. These rules can be changed from time to time by the agreement of Murray Goulburn, the Broker and the Market Facilitator and will bind Shareholders from the time of the change. 1. Opening an account (a) Before a Shareholder can trade on the STP, a Shareholder must appoint the Broker as their stockbroker. Registration must be done on-line via the Broker s website at and requires the Shareholder to acknowledge that they have read, understood and agree to the Broker s Financial Services Guide, Terms & Conditions, Privacy Policy and Best Execution Policy, the Macquarie Cash Management Account Product Information Statement, and the Murray Goulburn STP terms and conditions (including these rules). (b) Once registered, a Shareholder will be allocated a client identification number and password by the Broker. The Shareholder s account will then be activated and the Shareholder will have access to the Broker s platform. (c) A Shareholder will not be able to effect any trades on the STP until the Shareholder opens a Cash Management Account through the Broker s platform. This account will be established with Macquarie Bank Limited. (d) Shareholders will also have an account established for them with the Registrar in respect of their shareholding. Any changes to shareholding details must be notified by Shareholders to the Registrar and not to Murray Goulburn. (e) Trading on the STP will be subject to the Share Standard. The SRN(s) allocated to a Shareholder by Murray Goulburn will be the unique identifier(s) used to calculate, among other things, a Shareholder s Share Standard and available to buy and available to sell amounts. 2. Platform availability and STP trading availability (a) The Broker s platform will generally be available 24/7, except for planned outages. (b) Trading Days on the STP will match the trading days of the ASX, unless otherwise determined by Murray Goulburn. (c) Murray Goulburn, the Broker or the Market Facilitator may suspend or halt trading on the STP at any time in their absolute discretion (including because of a systems or communications failure) and may restrict buy or sell orders for particular, or all, Shareholders. (d) Trading on the STP will be suspended at all times during which trading in Units on the ASX is halted, suspended or closed. 12/6/15 Page 1 of 5

2 (e) Trading Hours on the STP will match the trading hours of the ASX, unless otherwise determined by Murray Goulburn. In general the Trading Hours of the STP will be between 10:00 and 16:00 AET on a Trading Day. (f) Trading in Shares will be enabled by a Shareholder selecting MGCS on the Broker s platform (the code for Shares). MGC is the security code for Units and will not enable trading on the STP. 3. Orders (a) Orders will be sent by the Broker to the Market Facilitator in the sequence they are received and as expeditiously as possible. Orders will be ranked in the trading platform in price/time priority by the Market Facilitator. (b) The STP will only permit bids and offers to be entered in multiples of the price steps that apply to Units. These price steps will depend on the prevailing Unit price. (c) Orders may be placed on the Broker s platform at any time. Orders placed between 10:00 and 16:00 AET will be matched by the Market Facilitator only where there is an equivalent price and sufficient volume for Units on the ASX and Units are acquired by the Market Facilitator. (d) Orders placed before 10:00 AET on any Trading Day will be queued, awaiting market opening on that Trading Day and will then be matched by the Market Facilitator where there is an equivalent price and sufficient volume for Units on the ASX and Units are acquired by the Market Facilitator. (e) Orders placed after 16:00 AET on any Trading Day will be queued, awaiting market opening on the following Trading Day and will then be matched by the Market Facilitator where there is an equivalent price and sufficient volume for Units on the ASX and Units are acquired by the Market Facilitator. (f) Only 'Day Only' orders will be accepted. Any orders which have not been matched by the Market Facilitator by 16:00 AET on a Trading Day will be purged. (g) Only Limit or Market to Limit orders may be placed. i. A 'Limit' order is where a maximum price is set on a buy order or a minimum price is set on a sell order. If the market does not reach the set limit price, the order will not trade. Limit orders can be placed at any time but can only be executed when the market is open. ii. A 'Market to Limit' order is placed at the best opposing offer when buying shares, or the best opposing bid when selling shares. If there are insufficient shares in the market to complete the order, the remaining balance of the order will remain on the market at the best opposing bid/ask price until more buyers or sellers come in at that price. (h) An order must have a value greater than the brokerage applicable to that order. (i) Buy orders will only be accepted up to the value held as cleared funds in the Shareholder s linked Cash Management Account. 12/6/15 Page 2 of 5

3 (j) Sell orders will only be accepted where the number of Shares the subject of the sell order are available to the Shareholder to sell. (k) The Broker may determine in its absolute discretion any restrictions or conditions which apply to trading on the STP (including at the request of Murray Goulburn or the Market Facilitator), including parameters such as: i. The maximum number of open orders per Shareholder, which currently is 3. ii. The maximum daily trading limit per Shareholder, which currently is A$500,000. iii. The minimum order size, which currently is A$500. iv. The maximum order size, which currently is A$250,000. (l) Orders may be rejected at the discretion of the Broker or the Market Facilitator (including at the request of Murray Goulburn) if the order does not comply with any of the trading restrictions or conditions set out in these rules. (m) Once an order is matched by the Market Facilitator it cannot be cancelled, withdrawn or amended by the Shareholder and the Shareholder is required to settle that matched order. (n) An order may be cancelled, withdrawn or amended by the Shareholder before it is matched by the Market Facilitator at the discretion of the Broker. (o) If the Market Facilitator is required to amend, cancel or withdraw a trade in Units as a consequence of the rules of the ASX or not settle a trade in Units or if a trade in Units fails, then any corresponding order by a Shareholder will also be amended, cancelled or withdrawn or not settled and none of the Broker, the Market Facilitator, the Registrar or Murray Goulburn will have any liability as a consequence of that amendment, cancellation or withdrawal or failure to settle. 4. Settlement (a) Subject to these STP rules, a Shareholder must ensure that each transaction to which it is a party is settled in accordance with the ASX Settlement Calendar, which is currently on the third Business Day after the date on which the transaction was created (ie T+3), unless MG determines otherwise. (b) During any period of conditional trading on the ASX for Units the Shares will, unless Murray Goulburn determines otherwise, continue to trade. Trading of Shares while the trading of Units is on a conditional basis will be on a deferred basis. (c) If a condition for conditional trading on the ASX for Units is not met and conditional sales (and therefore the corresponding conditional purchase) of Units on the ASX are cancelled then the corresponding conditional purchase or sale of Shares is also cancelled without any liability of the Broker, the Market Facilitator, the Registrar or Murray Goulburn other than for the Broker to return any money paid by a buying Shareholder. (d) During any period of deferred trading on the ASX for Units the Shares will, unless Murray Goulburn determines otherwise, continue to trade but settlement will be deferred until normal settlement of the Units commences on the ASX. 12/6/15 Page 3 of 5

4 (e) By placing a sell order a Shareholder represents to the Broker and the Market Facilitator that it has available to sell enough Shares that it is entitled to sell to settle that sell order and authorises the Registrar to transfer Shares held by it to the Market Facilitator upon settlement of the filled trade. (f) By placing a buy order a Shareholder authorises the Registrar upon settlement of the filled trade to transfer Shares to its shareholding account and authorises the Broker to deduct the required settlement funds from its Cash Management Account. (g) The Broker, Registrar or Murray Goulburn may without any liability to a Shareholder fail a settlement, seek rectification or reverse a transaction to make a settlement good if the trade is in breach of the Share Standard, these rules or any other terms or conditions that may apply to those Shares or the Shareholder (including the terms of any security interests which may apply to those Shares or the Shareholder). 5. Other (a) The Broker, the Market Facilitator or Murray Goulburn may: i. cancel or amend any order or suspend or modify the operation of the STP; ii. iii. modify or restrict access to the STP by one or more Shareholders; and take any other action deemed necessary to ensure that trading on the STP is fair and orderly. (b) Shareholders agree that none of Murray Goulburn, the Broker, the Registrar or the Market Facilitator have any liability for any actions taken under section 5(a) above or any unavailability of the STP for any reason. (c) A Shareholder is responsible for the accuracy of all orders placed by it. (d) None of the Broker, the Market Facilitator, the Registrar or Murray Goulburn are responsible for any trades undertaken or not undertaken by a Shareholder, the price that a Shareholder sells or buys Shares for or whether a Shareholder is able to sell or buy Shares. 6. Definitions ASX means the Australian Securities Exchange. Broker means Third Party Platform Pty Ltd trading as Bell Direct or another party appointed by Murray Goulburn to act as the broker. Market Facilitator means Macquarie Securities (Australia) Limited or another party appointed by Murray Goulburn to act as the market facilitator. Murray Goulburn means Murray Goulburn Co-operative Co. Limited. Registrar means Computershare Investor Services Pty Ltd or another party appointed by Murray Goulburn to act as the registrar. 12/6/15 Page 4 of 5

5 Share means a voting or non-voting ordinary share in Murray Goulburn. Shareholder means a holder of voting or non-voting ordinary shares in Murray Goulburn. Share Standard has the meaning given in the Murray Goulburn Share Standard Policy. SRN means shareholding reference number. Trading Days has the meaning given in section 2(b) above. Unit means a unit in the MG Unit Trust listed on ASX. 12/6/15 Page 5 of 5