KMD – Cleansing Notice – Share Purchase Plan

Kathmandu Ltd
223 Tuam Street, Christchurch 8011 249 Park Street, South Melbourne, Victoria 3205
PO Box 1234, Christchurch 8140, New Zealand PO Box 984, South Melbourne, Victoria 3205, Australia
Phone: +64 3 373 6110 Fax: +64 3 373 6116 Phone: +61 3 9267 9999 Fax: +61 3 9267 9933
kathmandu.co.nz kathmandu.com.au
26 March 2018

NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

ASX Limited
20 Bridge Street
Sydney NSW 2000
NOTICE PURSUANT TO CLAUSE 20(1)(A) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014, SECTION 708A(5)(E) OF THE CORPORATIONS ACT 2001
(CTH) AND ASIC CLASS ORDER 09/425: PLACEMENT ALLOTMENT AND SHARE PURCHASE
PLAN
1 Kathmandu Holdings Limited (Kathmandu) has announced that it will implement a share
purchase plan under which it will offer new fully paid ordinary shares of the same class as
already quoted on the NZX Main Board of NZX Limited and the Australian Securities Exchange
operated by ASX Limited (the SPP).
2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014
(FMC Regulations), and the Financial Markets Conduct Act 2013 (FMCA), Kathmandu states
that:
2.1 Kathmandu is implementing the SPP in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of Schedule 8 to
the FMC Regulations.
2.2 As at the date of this notice, Kathmandu is in compliance with the continuous disclosure
obligations that apply to it in relation to ordinary shares in Kathmandu. There is no
information that is “excluded information” as defined in clause 20(5) of Schedule 8 to the
FMC Regulations.
2.3 As at the date of the notice, Kathmandu is in compliance with its financial reporting
obligations.
2.4 The SPP is not expected to have any material effect or consequence on the control of
Kathmandu.
3 Pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) and ASIC
Class Order 09/425, Kathmandu also states that:
3.1 Kathmandu:
(a) has issued today issued 18,518,519 fully paid ordinary shares under a
Placement without disclosure to investors under Part 6D.2 of the Corporations
Act; and
(b) will issue the relevant securities under the SPP without disclosure to investors
under Part 6D.2 of the Corporations Act.

3.2 This notice is being given under section 708A(5)(e) of the Corporations Act and in
accordance with the exemption from Chapter 6D under ASIC Class Order 09/425.
3.3 As at the date of this notice, Kathmandu is in compliance with:
(a) the provisions of Chapter 2M of the Corporations Act as they apply to
Kathmandu; and
(b) section 674 of the Corporations Act.
3.4 As at the date of this notice, there is no "excluded information" within the meaning of
subsections 708A(7) and (8) of the Corporations Act which is required to be disclosed
by Kathmandu under subsection 708A(6)(e) of the Corporations Act.

Yours faithfully






Reuben Casey
Chief Financial Officer
Kathmandu Holdings Limited