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MOA disclosure of beginning to have substantial holding

Insider/Shareholder Notice2 April 2019SVRConsumer Staples

100348154/6981757.1
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Disclosure of beginning to have substantial holding

Section 276, Financial Markets Conduct Act 2013

To NZX Limited

and

To Moa Group Limited

Date this disclosure made: 1 April 2019

Date on which substantial holding began: 1 April 2019

Substantial product holder(s) giving disclosure

Full name(s): Moa Group Limited

Summary of substantial holding

Class of quoted voting products: Ordinary shares (MOA)

Summary for Moa Group Limited

For this disclosure,—

(a) total number held in class: 11,914,592

(b) total in class: 80,494,897 (excluding 53,475 held as treasury stock)

(c) total percentage held in class: 14.802%

Details of relevant interests

Details for Moa Group Limited

Nature of relevant interest(s): In connection with MOA’s acquisition of Savor Group, the

allottees of the scrip compone nt of the settlement (Restricted Shareholders) have entered

into trans fer restrictions on all shares issued to them under restricted security

arrangements (attached, 54 pages).

Under these arrangements, each Restricted Shareholder has agreed not to sell or

otherwise dispose of or do or omit to do anything which could have the effect of

transferring effective ownership or control of any escrowed shares until 12 months from

the date of issue of any escrowed share.

An Restricted Shareholder may onl y sell or otherwise transfer any of the escrowed shares

held by that Restricted Shareholder:

• With the approval of the directors of Moa Group Limited who are not “interested” in the

decision (as that term is defined in the Companies Act 1993), Moa Group Limited and

NZX;

• To an “affiliate” of the Restricted Shareholder (being a person owned or controlled by,

or under common ownership or control with, the Restricted Shareholder and in relation

to a family trust includes any beneficiary of that trust), provided that such affiliate has

entered into a restricted security agreement on the same terms as those applicable to

the transferor; or



100348154/6981757.1

2

• In connection with a takeover offer made in respect of the shares under the Takeovers

Code or similar scheme of arrangement.

These restrictions do not apply, and therefore no approval is needed, for an Restricted

Shareholder to grant a security interest in favour of a bona fide lender to that Restricted

Shareholder.

For that relevant interest,—

(a) number held in class: 11,914,592

(b) percentage held in class: 14.802%

(c) current registered holder(s): See schedule

(d) registered holder(s) once transfers are registered: Not applicable

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure: Moa becoming a

substantial product holder upon the allotment of shares to the Restricted Shareholders.

Additional information

Address of substantial product holder: Shop 6, 46 Maki Street, Westgate, Auckland 0814

Contact details: Malcolm Bloor, 021 609 051, malcolm@moabeer.com


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 financial

products to which this disclosure relates:

• Lucien Nicholas Law in his own right , and together with, Stacey Susan Law, Paul

Richard Robinson as trustees of the Ika-Roa Investment Trust; and

• Paul Richard Robinson in hi s own right , and together with Susannah Clare Robinson

and Lucien Nicholas Law as trustees of the El Pilar A1 Trust.

Certification

I, Malcolm Bloor, 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.



100348154/6981757.1

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SCHEDULE – REGISTERED HOLDERS

Registered holder Shares

Lucien Nicholas Law 2,965,063

Paul Richard Robinson 1,561,986

Yukio Ozeki 700,779

David Bruce Lugton 1,558,974

Pamela Lugton 831,454

Lucien Nicholas Law, Stacey Susan Law, and Paul Richard

Robinson

1,502,814

Paul Richard Robinson, Susannah Clare Robinson, and

Lucien Nicholas Law

1,502,814

Keano’s Trustee Company Limited 1,290,708

Total 11,914,592

10.3 However, if a notice or other communication is received or deemed to have been
received after 5pm on a Business Day in the place to which it is sent, or on a day

which is not a Business Day in that place, it will be deemed not to have been

received until the next Business Day in that place.

11

COUNTERPART EXECUTION

The parties may execute a counterpart copy of this agreement by executing a PDF

email copy of this agreement. The transmission by PDF email by each party of a

signed counterpart copy of this agreement to the other parties shall be deemed

proof of signature of the original and the signed PDF email copy so transmitted shall

be deemed an original for the purposes of this agreement.

SIGNE and on behalf of

Moa

pLimj.ty:

Dir

orised Person

SIGNED

by Lucien Nicholas Law:

in the presence of:

Name:

Occupation:

Address:

100348154/6955492.3

11
COUNTERPART EXECUTION


0

The parties may execute a counterpart copy of this agreement by executing a PDF

email copy of this agreement. The transmission by PDF email by each party of a

signed counterpart copy of this agreement to the other parties shall be deemed

proof of signature of the original and the signed PDF email copy so transmitted shall

be deemed an original for the purposes of this agreement.

SIGNED for

Moa Grou

on beh

Director/ tho ed Person

SIGNED by Paul Richard Robinson:

in the presence of:

Name:

Occupation:

Address:

100348154/6955437.3

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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