Ongoing Disclosure Notice
Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
The a2 Milk Company Limited
Date this disclosure made:
20/02/2017
Date of last disclosure:
6/01/2016
Director or senior manager giving disclosure
Full name(s):
David Lovat Gordon HEARN
Name of listed issuer:
The a2 Milk Company Limited (Company)
Name of related body corporate (if applicable):
Position held in listed issuer:
Chairman
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary shares
Nature of the affected relevant interest(s):
Beneficial interest
For that relevant interest-
Number held in class before acquisition or disposal:
5,000,000 options over unissued ordianry
shares; and 100,000 fully paid ordinary shares
Number held in class after acquisition or disposal:
4,000,000 options over unissued ordianry
shares; and 100,000 fully paid ordinary shares
Current registered holder(s):
5,000,000 options over unissued ordianry
shares held on trust by Lovat Partners Limited;
and 100,000 fully paid ordinary shares held by
David Hearn
Registered holder(s) once transfers are registered:
4,000,000 options over unissued ordianry
shares held on trust by Lovat Partners Limited;
and 100,000 fully paid ordinary shares held by
David Hearn
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
Class of underlying financial products:
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financial
products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative(if any):
The price specified in the terms of the derivative (if any):
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the underlying
financial products:
For that derivative,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the relevant
interest in the derivative:
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: Three
Details of transactions requiring disclosure-
Date of transaction:
15, 16 and 17 February 2017
Nature of transaction:
• Issue of 1,000,000 ordinary shares following
exercise of 1,000,000 options held by Lovat
Partners Limited
• Subsequent transfer of 1,000,000 ordinary
shares from Lovat Partners Limited to David
Hearn
• Subsequent sale by David Hearn of 1,000,000
ordinary shares on market (representing less
than 20% of David Hearn's total equity interests
in The a2 Milk Company Limited prior to such
disposal)
• As confirmed to the Board more than two
months ago, the sale is for Mr Hearn’s personal
reasons to help facilitate a property transaction
in the UK to move Mr Hearn’s principal
residence
Name of any other party or parties to the transaction (if known):As noted above
The consideration, expressed in New Zealand dollars, paid or received for the acquisition
or disposal. If the consideration was not in cash and cannot be readily by converted into a
cash value, describe the consideration:
• NZ$630,000 payable on exercise of 1,000,000
options
• NZ$2,484,732 receivable from on-market
disposal
Number of financial products to which the transaction related:
• 1,000,000 ordinary shares (following exercise
of 1,000,000 options)
• 1,000,000 ordinary shares transferred from
Lovat Partners Limited to David Hearn and
subsequently sold on market
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:
Nature of relevant interest:
For that relevant interest,-
Number held in class:
Current registered holder(s):
For a derivative relevant interest,-
Type of derivative:
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying financial
products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the underlying
financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the relevant
interest in the derivative:
Certification
I certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all persons
for whom it is made.
Signature of director or officer:
17/02/2017
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
Name and title of authorised person:
Notes
Use this form to disclose all the acquisitions and disposals by a director or senior
manager of a listed issuer, or of a related body corporate, or in specified derivatives. The
disclosure must be made within—
(a) 20 working days after the first acquisition or disposal disclosed in this
notice if the acquisitions or disposals are of a kind referred to in section 297(2)(a) of the
Financial Markets Conduct Act 2013; or
(b) in any other case, 5 trading days after the first acquisition or disposal
disclosed in this notice.
---
Appendix 3Y
Change of Director’s Interest Notice
+ See chapter 19 for defined terms.
01/01/2011 – Appendix 3Y Page 1
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity The A2 Milk Company Limited
ARBN 158 331 965
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for
the director for the purposes of section 205G of the Corporations Act.
Name of Director
David Hearn
Date of last notice
6 January 2016
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should
be disclosed in this part.
Direct or indirect interest
Direct and indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Options over unissued ordinary shares held on
trust by Lovat Partners Limited
Date of change
15, 16 and 17 February 2017
No. of securities held prior to change
5,000,000 options over unissued ordinary
shares held on trust by Lovat Partners
Limited
100,000 fully paid ordinary shares held by
David Hearn
Class
Ordinary shares
Number acquired
1,000,000 fully paid ordinary shares
Number disposed
1,000,000 options (exercised)
1,000,000 fully paid ordinary shares
(representing less than 20% of David
Hearn’s total equity interests in The a2
Milk Company Limited prior to such
disposal)
Appendix 3Y
Change of Director’s Interest Notice
+ See chapter 19 for defined terms.
Appendix 3Y Page 2 01/01/2011
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
NZ$630,000 payable on exercise of
1,000,000 options
NZ$2,48,732 receivable from on-market
disposal
No. of securities held after change
4,000,000 options over unissued ordinary
shares held on trust by Lovat Partners
Limited
100,000 fully paid ordinary shares held by
David Hearn
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue
of securities under dividend reinvestment plan, participation in buy-
back
Issue of 1,000,000 ordinary shares following
exercise of 1,000,000 options held by Lovat
Partners Limited
Subsequent transfer of 1,000,000 ordinary
shares from Lovat Partners Limited to
David Hearn
Subsequent sale by David Hearn of
1,000,000 ordinary shares on market
As confirmed to the Board more than two
months ago, the sale is for Mr Hearn’s
personal reasons to help facilitate a
property transaction in the UK to move Mr
Hearn’s principal residence
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should
be disclosed in this part.
Detail of contract
N/A
Nature of interest
N/A
Name of registered holder
(if issued securities)
N/A
Date of change
N/A
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
N/A
Interest acquired
N/A
Interest disposed
N/A
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
N/A
Interest after change
N/A
Appendix 3Y
Change of Director’s Interest Notice
+ See chapter 19 for defined terms.
01/01/2011 – Appendix 3Y Page 3
Part 3 –
+
Closed period
Were the interests in the securities or contracts detailed above
traded during a
+
closed period where prior written clearance
was required?
No
If so, was prior written clearance provided to allow the trade to
proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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