CPS can now help intending sellers of CPS shares to contact potential buyers.
The Australian Securities and Investments Commission (ASIC) has granted CPS a Low Volume Financial Market Exemption which will now permit us to help place sellers and buyers in contact with each other.
For any person wishing to sell, they should contact the CPS Company Secretary to have their details included on a Register which is available to intending buyers. The Register will detail the number of shares on offer and the price the seller is seeking. The price on the Register is indicative and therefore a starting point for negotiation. Sellers are free to negotiate whatever price with a buyer, regardless of what they put on the Register.
Intending buyers will similarly be able to record their interest on the Register and to also nominate an indicative buy price.
CPS’ role is restricted to putting two parties in contact with each other. The conditions of the license from ASIC are very clear. CPS cannot:
- Provide any party with any advice on pricing
- Be involved in the negotiation between parties in any way, shape, or form
- Provide any settlement service for the transmission of shares
- Provide financial, legal, tax or business advice relating to shares.
CPS can only assist by running the Register and providing contact details of another party.
If you would like to be placed on the Register as a buyer or seller:
- Request a LOW VOLUME FINANCIAL MARKET EXPLANATORY MEMORANDUM from the CPS Company Secretary. Contact details of the Secretary are provided at the end of this document.
- Complete your registration on the form provided and submit the form to the Company Secretary.
- Once your registration has been accepted you may request a copy of the Register.
- Once you have the Register you may request the contact details of another party.
The Register of buyers and sellers is not available to the public. It is only available to those people who are themselves registered as a buyer or seller.
The Register does not include the buyers or sellers name. People on the register are referenced by a number. To obtain the contact details of a buyer or seller you will need to make a request to the Secretary. This ensures as much privacy as possible for all parties.
If you require any assistance in relation to the above, please contact the Company Secretary.
Mail CPS Company Secretary
Phone 08 6314 0988
Fax 08 6314 0944
CENTRAL PURCHASING SERVICES LIMITED (ABN 89 411 500 151)
LOW VOLUME FINANCIAL MARKET EXPLAINATORY MEMORANDUM
Central Purchasing Services Limited ABN 89 411 500 151 (CPS) is an unlisted public company and disclosing entity. CPS shares are not listed on any licensed market or exchange, including the Australian Securities Exchange (ASX). In order to provide shareholders with some liquidity for their shares, CPS has received approval from the Australian Securities and Investments Commission (ASIC) to operate a low volume financial market under an exemption provided by section 791C of the Corporations Act 2001 and in accordance with the Corporations – (Low Volume Financial Markets) – exemption notice 2003. It is important to note the following:
- CPS is not licensed under Part 7.2 of the Act.
- CPS is not subject to the legal obligations that apply to the operator of a licensed market, including the requirement, to the extent that it is reasonably practicable to do so, to do all things necessary to ensure that the market is a fair, orderly and transparent market.
CPS will record the aggregate total volume and value of transactions conducted on the market to ensure that no more than 100 (one hundred) completed transactions with a total value (measured by sale price) of not more than $500,000 (five hundred thousand dollars), are entered into during any 12 month period. Therefore, if a transaction would cause either the total volume or value of all transactions entered into in any 12 month period to exceed either of those limits, CPS may not approve the transaction or suspend the market to the start of the subsequent 12 month period. In such a case interested Sellers and Buyers would have the option of either waiting for the next 12 month period to commence or find a counter party themselves (i.e. a party that is not on the Register).
All share transactions are to comply with the CPS constitution.
The matching, negotiation and execution of any transaction that occurs will take place between the Buyer and Seller without any involvement from CPS. Settled transactions will be processed by CPS. Once the transactions have been processed, the Company Secretary will then update the register of sellers and buyers.
Important Notices Relating to the Low Volume Market Pricing
CPS has no role in that negotiation and pricing of any trade under the Low Volume Market. Financial information lodged with ASIC (available in the Annual Reports and shareholder notices Investor section of our website) may assist parties in their negotiations. Before completing your trade, you should check this section for any recently added information.
CPS is unable to provide you with any advice in relation to the potential tax consequences of any sale as each shareholder’s circumstance are different. You should obtain your own taxation, financial and investment advice in relation to the consequences of any sale before entering into any transaction to sell or buy CPS shares.
Finding a Buyer or Seller Outside of the Low Volume Market
The low volume market provides you with one way to potentially locate a buyer or seller of CPS shares. You may find your own buyer for your shares outside of the market.
Confirming that the Seller is the true owner of shares they are selling
Each CPS shareholder is issued with a Share Certificate. CPS takes no responsibility for and has no liability to any buyer who does not receive good title to any CPS shares they have paid for.
WARNING: RESTRICTIONS ON BUYERS OF SHARES
The CPS constitution has in place restrictions on who may hold shares and what quantity of shares one shareholder may hold. Purchasers of shares should ensure that they:
- are familiar with the requirements of the constitution; and
- meet the shareholding requirements of the constitution
prior to making any offer for shares.
CPS STRONGLY recommends that any intending purchaser take appropriate legal, financial and tax advice prior to making any agreement. CPS will not accept any responsibility or liability where a proposed share transaction does not meet the requirements of the constitution.
How to Buy or Sell Shares on the Low Volume Market
The process for trading CPS shares is as follows:
- Review theLow Volume Market Explanatory Memorandum.
- Review the current Register of Sellers and Buyers.
- Toregister your interest in Buying or Selling CPS shares on the Low Volume Market you must complete the Registration and Consent Form. These are available from the Company Secretary or from the CPS website at purchasing.com.au
- If you are a Buyer or a Seller, you may request that CPS provides you with any details of any Seller or of any Buyer who appears on the register. To request this information contact theCompany Secretary.
- Complete the transaction and provide the Company Secretary with a completed Standard Transfer Form and a Notice of Settlement.
- The matching, negotiation and execution of any transaction that occurs will take place between the Buyer and Seller without any involvement from CPS. Once transactions are settled and the appropriate forms are received by CPS, the Company Secretary will update the share register. Once the transaction has been processed, the Company Secretary will then update the register of Sellers and Buyers.
- To see the Register of Buyers and Sellers on the Low Volume Market you can request a hard copy from the Company Secretary or you can visit the CPS website at www.purchasing.com.au
- If, once you have registered as a Buyer or Seller, you wish your entry to be removed from the Register, advise the Company Secretary in writing.
If you have any queries about this process, please contact our Company Secretary at the address below.
The Company Secretary
Central Purchasing Services Limited
Phone 08 6314 0988