FIIG - The Fixed Income Experts

Buy and Sell Shares in FIIG Holdings Limited by accessing its Low Volume Financial Market

About FIIG Holdings Limited

FIIG Holdings Limited (“FHL”) (ACN 626 344 723) is the holding company of FIIG Securities Limited (“FSL”) and FIIG Investment Management Limited.

FSL provides private investors, intermediaries and corporate market clients with access to fixed income investments and services. Further information about FSL is available at: https://www.fiig.com.au/

For information about the Directors and Leadership Team of FHL visit:
Directors of FHL
Leadership Team of FHL

What is a Low Volume Financial Market?

FHL is an unlisted public company. Our shares are not listed on any licensed market or exchange, such as the Australian Securities Exchange (“ASX”).

In order to provide shareholders with some liquidity for their shares, FHL has received approval from the Australian Securities and Investments Commission (“ASIC”) to operate a Low Volume Financial Market (“LVFM"). The LVFM operates under an exemption provided by section 791C of the Corporations Act 2001 and in accordance with the Corporations (Low Value Financial Markets) Instrument 2016/888.

General Rules

To comply with the Corporations (Low Volume Financial Markets) Instrument 2016/888, FHL will record the aggregate total number and total value of completed transactions conducted on the LVFM to ensure that no more than one hundred (100) transactions with a total value (calculated by reference to sale price) of not more than one million, five hundred thousand dollars ($1,500,000) are completed on the LVFM during a 12 month period commencing 25 June. Therefore, if a transaction would cause either the total number or total value of all transactions completed in a 12 month period commencing 25 June to exceed either of those limits, FHL will not approve the transaction or may suspend the LVFM until the start of the subsequent 12 month period. In such circumstances, interested Sellers and Buyers would have the option of waiting for the next 12 month period to complete transactions or independently finding a counterparty to transact with outside of the LVFM (i.e. a transaction of shares that is not on the Register of Interested Buyers and Sellers on the LVFM).

All share transactions must comply with FHL’s Constitution. In particular, selling shareholders must comply with the pre-emptive rights requirements under the Constitution prior to offering shares for sale on the LVFM. Further, share sale transactions on the LVFM will only be permitted where they are sold to approved and registered Buyers. The minimum purchase share parcel for Buyers is $10,000.

Buyer and the Seller are bound by FHL’s Constitution and the rules, terms and notices of the LVFM set out on the LVFM website and in the LVFM documents.

The matching and negotiation of any share sale transaction that occurs under the LVFM will take place between the Buyer and Seller without the involvement of FHL except for settlement services. Settled transactions will be registered by FHL’s Company Secretary.

Once the transaction has been added to the Members Register, the Company Secretary will then update the Register of Interested Buyers and Sellers on the LVFM.

How to Buy or Sell Shares on the Low Volume Financial Market

The process for trading FHL shares is outlined below.

  1. Read all of the information and documents on the LVFM website including About FIIG Holdings Limited, What is a Low Volume Market, General Rules, How to Buy or Sell Shares on the LVFM, Important Notices and Other Terms and Conditions.
  2. Register your interest to be a Buyer or a Seller (see below for the process to register as a Buyer or a Seller). 
  3. After you receive the password to the Restricted LVFM webpage, read the information and documents thereon.
  4. Negotiate directly with Buyers or Sellers (as relevant) for a sale or purchase of FHL’s shares.

Register your interest to be a Buyer

To register your interest as a Buyer of FHL shares, please follow the process outlined below.

  • Download a Buyer Expression of Interest Form.
  • Return the completed Buyer Expression of Interest Form by email to FHL’s Company Secretary at: companysecretary@fiig.com.au
  • If your Buyer Expression of Interest Form is approved, you will be provided with a password to access the Restricted LVFM webpage from FHL’s Company Secretary.
  • The Restricted LVFM webpage includes:
    • Register of Interested Buyers and Sellers on the LVFM (a list of current bid prices with corresponding volumes and current offer prices with corresponding volumes for FHL shares on the LVFM);
    • FHL’s Constitution;
    • Annual Report (latest);
    • Transaction History of FHL Shares on the LVFM for the past 12 months;
    • Transaction History of FHL Shares outside of the LVFM for the past 12 months;
    • Transaction History of FHL shares on the LVFM for the 12 months commencing 25 June;
    • Buyer Registration and Consent Form (including the number of shares and indicative bids and consents to be bound by the Constitution, rules and terms of the LVFM set out on the website and LVFM documents  Downloadable;
    • Seller Registration and Consent Form (including the number of shares and minimum offers and consents to be bound by the Constitution, rules and terms of the LVFM set out on the website and LVFM documents   Downloadable;
    • Seller Notice of Proposed Sale of FHL Shares  Downloadable;
    • Buyer Notice of Proposed Purchase of FHL Shares  Downloadable;
    • Share Transfer Form (template).
  • Download and complete the Buyer Registration and Consent Form from the Restricted LVFM webpage and send it by email to FHL’s Company Secretary at: companysecretary@fiig.com.au.
  • Once you become a Registered Buyer you may request that FHL provide you with details of any Seller by contacting the Company Secretary to enable you to contact Sellers to negotiate the purchase of shares.
  • The Registered Buyer contacts the Registered Seller, or vice versa, to negotiate a sale and purchase of FHL Shares.

Register your interest to be a Seller

If you are a shareholder of FHL, to register your interest as a Seller of FHL shares, please follow the process outlined below.

  • Request a password to access the Restricted LVFM webpage from FHL’s Company Secretary at: companysecretary@fiig.com.au
  • The Restricted LVFM webpage includes:
    • Register of Interested Buyers and Sellers on the LVFM (a list of current bid prices with corresponding volumes and current offer prices with corresponding volumes for FHL shares on the LVFM);
    • FHL’s Constitution;
    • Annual Report (latest);
    • Transaction History of FHL Shares on the LVFM for the past 12 months;
    • Transaction History of FHL Shares outside of the LVFM for the past 12 months;
    • Transaction History of FHL shares on the LVFM for the 12 months commencing 25 June;
    • Buyer Registration and Consent Form (including the number of shares and indicative bids and consents to be bound by the Constitution, rules and terms of the LVFM set out on the website and LVFM documents  Downloadable;
    • Seller Registration and Consent Form (including the number of shares and minimum offers and consents to be bound by the Constitution, rules and terms of the LVFM set out on the website and LVFM documents   Downloadable;
    • Seller Notice of Proposed Sale of FHL Shares  Downloadable;
    • Buyer Notice of Proposed Purchase of FHL Shares  Downloadable;
    • Share Transfer Form (template).
  • Download and complete the Seller Registration and Consent Form from the Restricted LVFM webpage and send it by email to FHL’s Company Secretary at: companysecretary@fiig.com.au
  • Once you become a Registered Seller you may request that FHL provide you with details of any Buyer by contacting the Company Secretary to enable you to contact Buyers to negotiate the sale of shares.
  • The Registered Buyer contacts the Registered Seller, or vice versa, to negotiate a sale and purchase of FHL Shares.

Important Notices Relating to the Low Volume Financial Market

Pricing

FHL (including its subsidiaries, directors, officers, authorised representatives, employees, relationship managers, or agents) has no role in the negotiation and pricing of any share transaction under the LVFM.
Before negotiating and completing your share transaction, you should check the Restricted LVFM webpage for any recently added information.

Tax Consequences

FHL is unable to provide you with any advice in relation to the potential tax consequences of any share sale or purchase. You should obtain your own independent taxation, financial and investment advice in relation to the consequences of any share sale or purchase before entering into any transaction to sell or buy FHL’s shares.

Removing yourself from the Register of Interested Buyers and Sellers on the LVFM or Changing your Price or Volume

You can request that your details, price and volume be amended or removed from the Register of Interested Buyers and Sellers on the LVFM at any time by contacting the Company Secretary.

Finding a Buyer or Seller Outside of the Low Volume Market

The LVFM provides you with one way to potentially locate a Buyer or Seller of FHL’s shares. You may find your own buyer or seller for your shares outside of the LVFM.

Confirming that the Seller is the True Owner of Shares that they are selling

Each FHL shareholder is issued with a Share Holding Statement for their FHL shares. You may also ask the Company Secretary to confirm that the Seller is the registered holder of the shares on the Members Register of FHL.

FHL takes no responsibility for and has no liability to any Buyer who does not receive good title to any FHL shares for which they have paid.

Cost of share sale

FHL will not charge any fees to the Seller or the Buyer in relation to the sale or purchase of shares.

Other Terms and Conditions

It is important to note the following:

  1. The Buyer and the Seller are bound by FHL’s Constitution and the rules, terms and notices of the Low Volume Financial Market (“LVFM”) set out on the LVFM website and in the LVFM documents.
  2. The Seller must comply with the pre-emptive rights requirements under FHL’s Constitution and the sale price under the LVFM must not be less than the price offered under the pre-emptive rights process.
  3. FHL is authorised to provide the name and contact details of buyers and sellers on the Register of Interested Buyers and Sellers on the LVFM to other buyers and sellers.
  4. The LVFM is covered by an exemption under section 791C of the Corporations Act 2001.
  5. FHL not licensed under Part 7.2 of the Corporations Act 2001.
  6. FHL 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 LVFM is a fair, orderly and transparent market.
  7. FHL may refuse to approve a potential Buyer under the LVFM in its absolute discretion including, for example, if the potential Buyer has an actual or potential conflict of interest with FHL or if their involvement is likely to have a material adverse effect on the reputation of FHL.
  8. The minimum purchase share parcel for Buyers is $10,000.
  9. FHL is an unlisted public company and its shares are not listed on any licensed market or exchange, such as the Australian Securities Exchange (“ASX”).  FHL’s shares may be highly illiquid (i.e., unable to be readily or easily sold).
  10. FHL may refuse to register a Share Transfer under the LVFM in its absolute discretion including, for example, if it does not comply with the Constitution of FIIG Holdings Limited (for example, a failure to comply with the pre-emptive rights requirements) or if the potential Buyer has an actual or potential conflict of interest with FHL or their involvement is likely to have a material adverse effect on the reputation of FHL.
  11. FHL (including its subsidiaries, directors, officers, authorised representatives, employees, relationship managers, or agents) does not provide financial or other advice on, or deal in, the shares.
  12. The LVFM website and the information and documents relating to the LVFM have been provided by FHL without taking into account of your objectives, financial situation and needs. Because of this, you should obtain your own independent investment, accounting, financial, taxation and legal advice in relation to the consequences of any sale or purchase before entering into any transaction to sell or buy FHL’s shares.
  13. Neither FHL (nor any of its subsidiaries, directors, authorised representatives, employees, relationship managers, or agents) make any representation or warranty as to the reliability, accuracy, or completeness, of information on this website or in the LVFM documents about the LVFM. Nor do they accept any liability or responsibility arising in any way (including negligence) for errors in, or omissions from, the information on this website or elsewhere about the LVFM.
  14. FHL (including its subsidiaries, directors, officers, authorised representatives, employees, relationship managers, or agents) does not make a market in the shares.

Relationship Managers or Other Employees of FIIG Securities Limited cannot advise you about Buying or Selling Shares under the LVFM or elsewhere

FHL is the holding company of FIIG Securities Limited (“FSL”). The LVFM is carried out independently of the activities and operations of FSL. Relationship Managers are employed by FIIG Securities Limited.

FHL has an exemption from ASIC to operate a Low Volume Financial Market in FHL shares. FHL (and any people or companies associated with it such as Relationship Managers and other employees) are not authorised to provide Buyers or Sellers with any advice, information, recommendations or otherwise to be involved in the sale or purchase of FHL’s shares under the LVFM.

Request Further Information

If you wish to request further information about the LVFM and its process, please contact our Company Secretary by email: companysecretary@fiig.com.au.

Copyright © 2019 FIIG Holdings Limited (FHL) | ABN 66 626 344 723