MOA disclosure of beginning to have substantial holding
100348154/6981757.1
1
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.
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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
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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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