SPH Notice – Mitsui & Co., Ltd (Mitsui Co)

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Disclosure of movement of 1% or more in substantial holding or change in nature of relevant
interest or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Synlait Milk Limited (SML)
Relevant event being disclosed: Change in the nature of relevant interest
Date of relevant event: 3 August 2018
Date this disclosure made: 3 August 2018
Date last disclosure made: 23 July 2013
Substantial product holder(s) giving disclosure
Full name(s): Mitsui & Co., Ltd (Mitsui Co)
Summary of substantial holding
Class of quoted voting Products: Ordinary Shares
Summary for Mitsui Co
For this disclosure,—
(a) total number held in class: 15,019,750
(b) total in class: 179,223,028
(c) total percentage held in class: 8.380%
For last disclosure,—
(a) total number held in class: 12,288,887
(b) total in class: 146,341,197
(c) total percentage held in class: 8.397%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
On 3 August 2018, Mitsui Co. and Mitsui & Co. (Australia) Limited (Mitsui Australia) entered
into a Sale and Purchase Agreement with a2 Milk Company (a2MC) (the Agreement). Under
the Agreement, Mitsui Co has unconditionally agreed to sell 8,832,626 SML shares (Mitsui Co
Sale Shares) and Mitsui Australia has agreed to sell 6,007,901 SML shares (Mitsui Australia
Sale Shares). A copy of the Agreement is attached as a “relevant agreement document” for the
purposes of regulation 139 of the Financial Markets Conduct Regulations 2014.
The Mitsui Co Sale Shares and the Mitsui Australia Sale Shares are subject to an obligation to
transfer to a2 Milk Company (New Zealand) Limited (a2MC NZ) under the Agreement.
Accordingly Mitsui Co’s relevant interest in the Mitsui Co Sale Shares and the Mitsui Australia
Sale Shares is qualified by the unconditional Agreement.
Details after relevant event
Details for Mitsui Co in respect of its shareholding, and in respect of its relevant interest in
Mitsui Australia’s shareholding.

1. Nature of relevant interest(s): Registered holder and beneficial owner, qualified by the terms
of the Agreement in respect of the Mitsui Co Sale Shares

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For that relevant interest,—
(a) number held in class: 9,011,849
(b) percentage held in class: 5.028%
(c) current registered holder(s): Mitsui Co
(d) registered holder(s) once transfers registered: a2MC NZ.
2. Nature of relevant interest(s): Mitsui Co is the parent company of Mitsui Australia. Mitsui
Australia is a shareholder in SML.
For that relevant interest,—
(a) number held in class: 6,007,901
(b) percentage held in class: 3.352%
(c) current registered holder(s): Mitsui Australia
(d) registered holder(s) once transfers registered: a2MC NZ.
Additional information
Address(es) of substantial product holder(s):
Mitsui & Co., Ltd, 1 Chome-1-3 Marunouchi, Chiyoda, Tokyo 100-0005, Japan +81-3-3285-5903.
Contact details: Kazunari Irisawa, +81-3-3285-5939, K.Irisawa@mitsui.com
Nature of connection between substantial product holders: Not applicable.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the product to which
this disclosure relates: The a2 Milk Company Limited.
Certification
I, Kenichi Yoda, 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.

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Schedule: Relevant Agreement Document

The a2 Milk Company Limited ABN 97 769 415 292 Incorporated in New Zealand
Level 4, 182 Blues Point Road McMahons Point NSW 2060 Australia | PO Box 1564 North Sydney NSW 2059 Australia
T +61 2 9697 7000 | F +61 2 9697 7001 | www.thea2milkcompany.com

PRIVATE AND CONFIDENTIAL

Mitsui & Co., Limited
1 Chome-1-3 Marunouchi, Chiyoda, Tokyo
100-0005
Japan
Mitsui & Co. (Australia) Ltd.
Level 15, 120 Collins Street,
Melbourne VIC 3000, Australia
Australia

ACQUISITION OF SHARES IN SYNLAIT MILK LIMITED
1. This letter agreement (Agreement) relates to a proposed transaction for The a2 Milk
Company Limited (a2MC) to acquire, through its wholly-owned subsidiary, The a2
Milk Company (New Zealand) Limited (a2MC NZ), 14,840,527 fully paid ordinary
shares in Synlait Milk Limited (SML) together with all rights attaching to them as at
28 July 2018 (SML Shares) held by Mitsui & Co., Ltd (Mitsui) and its wholly owned
subsidiary, Mitsui & Co. (Australia) Limited (Mitsui Australia).
2. The date on which this Agreement has been signed by each of the parties is referred
to as the Agreement Date.
Agreement for Sale and Purchase
3. By each signing where indicated below:
(a) Mitsui agrees to sell, and a2MC agrees to procure the purchase by a2MC NZ
of, 8,832,626 SML Shares; and
(b) Mitsui Australia agrees to sell, and a2MC agrees to procure the purchase by
a2MC NZ of, 6,007,901 SML Shares,
at NZ$10.90 per SML Share for an aggregate purchase price of NZ$161,761,744.30
(the Purchase Price) (Sale).
Settlement
4. Settlement of the Sale (Settlement) will occur on the date that is five business days
after the Agreement Date (the Settlement Date). Settlement shall be effected by an
off-market share transfer as follows:
(a) prior to Settlement:
(i) a2MC NZ will provide Mitsui and Mitsui Australia
with an agreed form off-market share transfer form in respect of the SML
Shares held by Mitsui and Mitsui Australia (respectively) duly executed on
behalf of a2MC NZ (the Share Transfer Forms) to be held by Bell Gully
on an escrow basis in accordance with paragraph (b) below; and

(ii) Mitsui and Mitsui Australia will duly execute the relevant Share Transfer
Form as transferor of the relevant SML Shares to be held by Bell Gully on
an escrow basis in accordance with paragraph (b) below;
(b) on the Settlement Date, provided:
(i) Bell Gully has given to a2MC NZ and its solicitors, Harmos Horton Lusk
Limited, a written and irrevocable undertaking that immediately on receipt
of the Purchase Price in immediately available cleared funds into Bell
a2MC in writing no later than 2 business days before the Settlement Date)
(the ), it will provide a scanned copy of the
Share Transfer Forms to, and irrevocably instruct and authorise,
share registry in writing (with a copy of that instruction/authority to Harmos
Horton Lusk) to effect the transfers of the SML Shares to a2MC NZ in
accordance with the Share Transfer Forms; and
(ii)
Horton Lusk that it will, on receipt of instruction from Bell Gully, effect the
transfers of the SML Shares to a2MC NZ pursuant to the Share Transfer
Forms,
a2MC NZ will transfer the aggregate Purchase Price in immediately available
cleared funds to the and the Share Transfer Forms
will be released from escrow to
5. Mitsui warrants that:
(a) it is the legal and beneficial owner of the SML Shares described in paragraph
3(a); and
(b) the SML Shares described in paragraph 3(a) will be transferred free of all
encumbrances, security interests (as that term is defined in section 17 of the
Personal Property Securities Act 1999) and other adverse interests of any
nature.
6. Mitsui Australia warrants that:
(a) it is the legal and beneficial owner of the SML Shares described in paragraph
3(b); and
(b) the SML Shares described in paragraph 3(b) will be transferred free of all
encumbrances, security interests (as that term is defined in section 17 of the
Personal Property Securities Act 1999) and other adverse interests of any
nature.
7. Mitsui and Mitsui Australia respectively agree to take all steps necessary to enable
the transfer of clear and unencumbered title to the SML Shares held in their
respective name to a2MC NZ by the share registry in accordance with paragraph 4.
8. a2MC NZ agrees to take all steps necessary to enable the transfer of the SML Shares
from Mitsui and Mitsui Australia to a2MC NZ by the share registry in accordance with
paragraph 4.
Disclosure
9. The parties acknowledge that, upon signature of all parties to this letter and delivery
of a copy to the others, immediate disclosure of this Agreement is required by New

Zealand substantial product holder disclosure law through NZX and to Synlait Milk
Limited.
Voting Rights Unaffected
10. Until Settlement, Mitsui and Mitsui Australia are free to exercise all voting rights
attaching to their respective SML Shares as they see fit.
Escalation
11. In addition to the purchase price of NZ$161,761,744.30, if a2MC or any of its
subsidiaries acquires any shares in SML from a third party at a price that is greater
than NZ$10.90 per SML Share in accordance with one of the methods set out in rules
7(a) to (c) of the Takeovers Code or pursuant to a scheme of arrangement under Part
15 of the Companies Act 1993, where an intention to undertake that transaction is
announced at any time before the release by SML to NZX of its half year results for
the 6 months ended 31 January 2019 (expected to be in March 2019) (each
transaction, a Further Transaction), then a2MC will procure that within 5 business
days of completion of any such Further Transaction a2MC NZ pays to Mitsui (for itself
and for Mitsui Australia, in the relevant proportions), by way of additional purchase
price for the SML Shares, an amount equal to:
((A - NZ$10.90) * 14,840,527) B C
where:
price per SML Share in New Zealand dollars under that Further
Transaction;
the Purchase Price multiplied by 9% per annum for the period from the
Settlement Date to the completion date of that Further Transaction; and
any amount previously paid to Mitsui under this paragraph 11 in respect of a
prior Further Transaction.
If the application of the calculation above in respect of a Further Transaction results
in a negative number, then no amount will be payable under this paragraph in respect
of that Further Transaction.
12. The threshold price of NZ$10.90 per SML Share set out in paragraph 11 above will
be adjusted as appropriate for:
(a) ,
or any other similar corporate reorganisation actions by SML; or
(b) any issue of ordinary shares by SML at a discount of 10% or greater on the
trading
days immediately prior to the announcement of the relevant issue pursuant to
a pro-rata rights offer or an issue in which a2MC NZ participates,
in each case, that has occurred prior to the Further Transaction and which has
impacted the value of a SML Share.
For any Further Transaction involving scrip consideration, the price per SML Share
will include the mid point of the value ascribed to that scrip consideration in the
obtained by SML in connection with that Further
Transaction (applied on a per SML Share basis).