The securities offered under the Plan have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This release does not constitute an offer for sale of securities in the U.S.
This Shareholder dividend reinvestment (the “Plan”) is being offered to eligible holders of common shares of Student Transportation Inc. (the “Company”). The Plan is administered by the Agent (as defined herein).
The Plan has been established for the purposes of offering Eligible Holders (as defined herein) a convenient method to reinvest dividends on common shares of the Company declared and payable to them, as described below. All such additional Shares are purchased directly from the Company by the Agent, which acts as agent for the Eligible Holders under the Plan.
Where used herein, the following terms shall have the following meanings, respectively:
“Average Market Price” means the volume-weighted average of the closing price for a board lot (100 Shares) of Shares of the Company quoted in Canadian dollars on the Toronto Stock Exchange for the 5 trading days immediately preceding the relevant Dividend Payment Date, and converted into US dollars at the daily Bank of Canada noon rate of exchange posted on the last trading day of such 5 trading day period.
“Agent” means Computershare Trust Company of Canada or such other agent as may be appointed by the Board of Directors from time to time.
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day on which the Agent’s principal offices in Toronto, Ontario are generally open for the transaction of commercial business but does not, in any event, include a day on which the Toronto Stock Exchange is not open for trading, a Saturday, Sunday or any day that is a statutory or municipal holiday in Toronto, Ontario.
“CDS” means The Canadian Depositary for Securities Limited.
“Close of Business” means 5:00 p.m. (Toronto time) on a Business Day.
“Dividend Payment Date” means the date determined by the Board of Directors on which a dividend is to be paid to Shareholders as of the Dividend Record Date or such other dates as the Board of Directors may determine.
“Dividend Record Date” means the record date determined by the Board of Directors in respect of which holders of Shares will be entitled to receive a dividend or such other dates as the Board of Directors may determine.
“Eligible Holder” means a Shareholder who (i) is a Canadian resident, (ii) is resident in a jurisdiction other than the United States in which participation in the plan is not prohibited by the laws of the country in which such Shareholder resides, or (iii) is a resident of the United States and is also either (A) a director or officer of the Company or (B) an institutional accredited investor as described in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act of 1933, as amended.
“Eligible Shares” means Shares held by Eligible Holders.
“Participant” means an Eligible Holder who has elected, in accordance with the terms hereof, to participate in the Plan.
“Plan Enrolment Form” means the authorization form required to participate in this Plan to be made available to each Eligible Holder by the Agent.
“Share” means a common share in the capital of the Company.
“Shareholder” means a holder of a Share.
Under the Plan, a Participant may purchase additional Shares with the cash dividends paid on the Eligible Shares which are registered in the name of the Participant or held in a Participant’s account maintained pursuant to the Plan.
The price at which Shares will be issued from treasury with cash dividends will be calculated by reference to the Average Market Price less a discount of 3%. No commissions, service charges or brokerage fees are payable by Participants in connection with the purchase of Shares under the Plan.
Dividends in respect of whole and fractional Shares (up to six decimal places) purchased under the Plan will be credited to a Participant’s account and will be automatically invested under the Plan in additional Shares until such time as the Participant’s participation in the Plan is terminated.
The Company may issue up to 9,900,000 Shares under the Plan. The Company may increase the number of Shares available to be issued under the Plan at any time subject to the approval of the stock exchange upon which the Shares trade.
Participation and Enrolment in the Plan
In order to be eligible to participate in the Plan, a holder must be an Eligible Holder. An Eligible Holder who is a registered holder of Shares of record may enrol in the Plan at any time by completing a Plan Enrolment Form and returning it to the Agent.
A completed Plan Enrolment Form must be received by the Agent no later than five (5) Business Days prior to a Dividend Record Date, in order for that cash dividend to be invested under the Plan on the relevant Dividend Payment Date. If the Agent receives the Enrollment Form after such date, the cash dividend will be paid to the Shareholder in the usual manner and participation in this Plan will be initiated for subsequent dividends.
Once a Participant is enrolled, the Company will forward to the Agent all of the Participant’s cash dividends on Shares (less any applicable withholdings) and direct the Agent to invest such amounts in Shares for the benefit of the Participant. The Agent will apply such funds received under the Plan to the purchase of additional Shares under the Plan.
A Plan Enrolment Form may be obtained from the Agent’s website at www.computershare.com or by calling the Agent’s National Customer Contact Centre at 1-800-564-6253.
No interest will be paid to Participants on any funds held for investment under the Plan.
Eligible Holders who are beneficial holders (owners of Shares that are not registered in their own names) may participate in this Plan by either: (a) having their Shares transferred into their own name, or (b) by contacting their broker or other investment dealer recognized by CDS to request for information on how to participate in this Plan on their behalf while maintaining the Shares in such nominee's account.
Once a Participant has enrolled in the Plan, participation continues automatically unless terminated in accordance with the terms of the Plan.
If any Shares are held by a non-Eligible Holder, such Shareholder is not eligible to participate in the Plan. Upon ceasing to be an Eligible Holder, a Participant shall forthwith notify the Agent or his or her broker or other investment dealer recognized by CDS of same and shall automatically be deemed to cease to be a Participant as of the date the Participant ceased to be an Eligible Holder.
Transfer of Participation Rights
The right to participate in the Plan may not be transferred by a Participant.
Termination of Participation
Participation in the Plan may be terminated by a Participant at any time by duly completing the termination portion of the voucher located on the reverse of the Participant’s statement of account and sending it to the Agent or notifying his or her broker or other investment dealer recognized by CDS. A certificate for the number of whole Shares held by the Agent under the Plan for the account of such Participant will be issued to, and in the name of, such Participant, together with a cheque for the value of any remaining fraction of a Share held for the account of such Participant (based on the last Average Market Price). Any fraction of a Share held for the account of such Participant will be cancelled in exchange for such cash payment.
If the notice of termination is received by the Close of Business at least five (5) Business Days prior to a Dividend Record Date, termination of the Participant’s Participation in the Plan will be effective in respect of that Dividend Record Date. Otherwise, the termination will be effective in respect of the next succeeding Dividend Record Date. For greater certainty, a termination by a Participant will not prevent such Shareholder from Participating in the Plan at a later date. No certificate requests will be processed between the Dividend Record Date and the related Dividend Payment Date. Normally, a certificate will be sent to a Participant within three weeks of receipt by the Agent of a Participant’s termination request or within three weeks after the next Dividend Payment Date if such request is not received at least five (5) Business Days prior to the applicable Dividend Record Date.
After termination of participation in the Plan, all subsequent dividends will be paid to the former Participant in cash in the usual manner.
Participation in the Plan will be terminated upon receipt by the Agent of evidence satisfactory to the Agent of the death of a Participant; thereafter all dividends paid in respect of the Shares of the deceased Participant will be paid in cash. A certificate for whole Shares held in such Participant’s account will be issued in the name of the estate of the deceased Participant along with a cash payment representing payment for any fraction of a Share in the account.
Amendment, Suspension or Termination of the Plan
The Company reserves the right to amend, suspend or terminate the Plan at any time, but such action shall have no retroactive effect that would prejudice the interest of the Participants. Any amendments to the terms of the Plan are subject to the prior approval of the Toronto Stock Exchange. Participants will be sent written notice of any such amendment, suspension or termination.
In the event of suspension or termination of the Plan by the Company, no investment will be made by the Agent on the Dividend Payment Date immediately following the effective date of such suspension or termination. Any Share Dividend subject to the Plan and paid after the effective date of any such suspension or termination will be remitted by the Company to the Participants in cash only, in the usual manner.
The Company may remove the Agent at any time on not less than ninety days prior notice to the Agent, and appoint another person as the Agent.
Similarly, the Agent may resign at any time on not less than ninety days prior notice to the Company and upon delivery to the Company of all property and records held in connection with the Plan.
Rules and Regulations
The Company, in conjunction with the Agent, may from time to time adopt rules and regulations to facilitate the administration of the Plan. The Company also reserves the right to regulate and interpret the Plan as it deems necessary or desirable to ensure the efficient and equitable operation of the Plan.
On each Dividend Payment Date, the Company shall promptly pay over to the Agent, on behalf of Participants, all cash dividends paid on their Shares (net of applicable withholdings), which shall be applied to purchase additional Shares from treasury at the then applicable Average Market Price as determined by the Company less a discount of 3%.
There shall not be any commissions, service charges or brokerage fees payable in connection with the issuance of Shares under the Plan. All administrative costs of the Plan shall be borne by the Company.
Reports to Participants
An account will be maintained by the Agent for each Participant with respect to purchases of Shares under the Plan for the account of such Participant. An unaudited statement of account regarding purchases under the Plan will be mailed on a quarterly basis to each Participant who is a registered holder of Shares. These statements of account are a Participant's continuing record of purchases of Shares made on behalf of such Participant pursuant to the Plan and should be retained for income tax purposes. Shareholders are responsible for calculating and monitoring their own adjusted cost base in Shares for income tax purposes, as certain averaging rules may apply and such calculations may depend on the cost of other Shares held by a Shareholder. Beneficial owners of Shares who are enrolled in the Plan through a nominee may or may not be provided with such reports or forms from their nominee.
Shares purchased under the Plan will be held by the Agent for Participants. Certificates for such Shares will not be issued to Participants unless specifically requested.
A Participant that is a registered holder of Shares may request a certificate for any number of Shares held for the Participant’s account under the Plan even though the Participant is not terminating participation in the Plan by duly completing the withdrawal portion of the voucher located on the reverse of the Participant’s statement of account and sending it to the Agent. Certificates will not be issued for fractions of a Share. Normally, a certificate will be sent to a Participant within three weeks of receipt by the Agent of a Participant’s request. Any remaining Shares will continue to be held for the Participant’s account under the Plan.
Shares held by the Agent for a Participant may not be pledged, sold or otherwise disposed of by the Participant while so held. A Participant who wishes to effect any such transaction must request that the certificates for such Shares be issued in the Participant’s name.
The Company and the Agent shall not be liable for any act, or any omission to act, in connection with the operation of the Plan including, without limitation, any claims for liability:
Participants should recognize that neither the Company nor the Agent can assure a profit or protection against a loss on the Shares purchased or sold under the Plan.
The operation and implementation of the Plan is subject to compliance with all applicable legal requirements, including obtaining all appropriate regulatory approvals and exemptions from registration and prospectus requirements, and the requirements of any stock exchange on which the Shares are listed. The Company may limit the Shares issuable under the Plan in connection with discretionary exemptive relief relating to the Plan granted by any securities regulatory authority.
All notices required to be given under the Plan shall be mailed to a Participant at the address shown on the record of the Plan or at a more recent address as furnished by the Participant or the Participant’s investment dealer, as the case may be.
Notices to the Agent shall be sent to:
Computershare Trust Company of Canada
100 University Avenue, 9th Floor
Toronto, ON M5J 2Y1
Attention: Dividend Reinvestment Department
(or by calling the National Customer Contact Centre at 1-800-564-6253)
Notices to the Company shall be sent to:
Student Transportation Inc.
3349 Highway 138
Building A, Suite C
Wall, New Jersey
Attention: Chief Financial Officer
Effective Date of the Plan
The effective date of the Plan is May 12, 2009, as amended and restated as of March 27, 2012, as further amended and restated as of May 12, 2014, as further amended and restated as of July 29, 2015.
To download a copy of the Reinvestment Plan enrollment form please click here.