PGG Wrightson – Confirmation of Capital Return

31 July 2019

PGG Wrightson – Confirmation of Capital Return

Capital return final court orders and share consolidation
PGG Wrightson Limited (PGW) has today received final High Court orders approving the return of capital by
way of a scheme of arrangement under Part 15 of the Companies Act 1993. In addition, PGW has confirmed
that a share consolidation will be implemented following the scheme as previously signalled.
PGW Chairman, Rodger Finlay said “It is pleasing to be able to confirm final details for the capital return. The
capital return was initially proposed in August last year and there have been a number of significant steps to
get to this stage. PGW shareholders have effectively voted on two occasions to emphatically endorse the
distribution and accordingly this confirmation is much anticipated and will be welcome news.”

Capital return
On 4 July 2019 PGW announced that it had received initial orders from the High Court to seek shareholder
approval to return approximately $234 million of capital to shareholders. PGW held a special meeting of
shareholders on 23 July 2019 to vote on the proposed capital return. The resolution was carried with 99.95%
support of those who voted on the scheme.
The record date for determining entitlements of shareholders to participate in the scheme has been set as 7
August 2019, with a summary of the important dates set out below. Further details in relation to the return of
capital are included in PGW’s notice of meeting released on 4 July 2019.

Share consolidation
A consolidation of PGW’s ordinary shares will be implemented following the capital distribution on a 1 for 10
basis, whereby every 10 existing shares in PGW (after completion of the scheme) will be consolidated into one
share.
Fractional entitlements will be rounded to the nearest whole number of shares, with fractional entitlements to
half a share to be rounded up. PGW reserves the right to aggregate holdings held by associated shareholders,
where it considers that holdings have been split to take advantage of rounding. As a result, the number of
shares on issue in PGW will reduce from 754,839,050 to approximately 75,483,905 shares.

The record date for the share consolidation has been set as 9 August 2019, with a summary of the important
dates set out below.

Effect on shareholders and further information
Following the scheme and the consolidation, shareholders will:
(a) continue to hold 1 share for every 10 shares they held before the scheme (subject to rounding); and
(b) have in effect received a payment equivalent to NZ 31 cents for each share held before the scheme.
In order to effect the scheme and share consolidation, PGW will enter into a trading halt. Details of this trading
halt will be provided in a memorandum from NZX Operations. Corporate action notices are attached to this
announcement.
Important Dates*
5.00pm, Wednesday
7 August 2019
Record date for determining entitlements of shareholders to participate in the
scheme
5.00pm, Friday 9
August 2019
Record date for consolidation

Monday 12 August
2019
Date for dispatch of new holding statements
Wednesday 14
August 2019
Payment for cancelled shares
(*Dates given are New Zealand times)


For enquiries please contact
Julian Daly
General Manager, Corporate Affairs and Company Secretary
PGG Wrightson Limited
Phone: +64 3 3720972

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Template
Corporate Action Notice
(Other than for a Distribution)
Updated as at 8 May 2019

Page
1 of 2
Section 1: issuer information (mandatory)
Name of issuer PGG Wrightson Limited
Class of Financial Product Ordinary Shares
NZX ticker code PGW
ISIN (If unknown, check on NZX
website)
NZREIE0001S4
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue

Capital
reconstruction
X Non
Renounceable
Rights issue

Call Bonus issue
Record date 7 August 2019
Ex-Date (one business day before the
Record Date)
6 August 2019
Currency NZD
Allotment Date N/A
Section 5: Capital reconstruction (delete if not applicable)
Nature of capital reconstruction
(Please mark with an X in
applicable box)
Financial Product
Split
Financial
Product
Consolidation

Other X Amalgamation
Ratio (for example 1 for 2) New Existing
Treatment of fractions N/A
Number of Financial Products to be
issued/ redeemed
Pursuant to a court approved scheme of arrangement,
PGW will undertake a 2:1 share split immediately followed
by a 1:2 cancellation in consideration for payment of NZ
31 cents per ordinary share cancelled. As such,
754,839,050 shares will be issued and immediately
cancelled.
Per Financial Product amount (if
cash reconstruction)
$0.31 per share
Payment date (if cash
reconstruction)
14 August 2019
Allotment date 7 August 2019

2 of 2
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Julian Daly
Contact person for this announcement Julian Daly
Contact phone number 027 5533373
Contact email address jdaly@pggwrightson.co.nz
Date of release through MAP 31 July 2019

---

Template
Corporate Action Notice
(Other than for a Distribution)
Updated as at 8 May 2019

Page
1 of 2
Section 1: issuer information (mandatory)
Name of issuer PGG Wrightson Limited
Class of Financial Product Ordinary Shares
NZX ticker code PGW
ISIN (If unknown, check on NZX
website)
NZREIE0001S4
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue

Capital
reconstruction
X Non
Renounceable
Rights issue

Call Bonus issue
Record date 9 August 2019
Ex-Date (one business day before the
Record Date)
8 August 2019
Currency N/A
Allotment Date N/A
Section 5: Capital reconstruction (delete if not applicable)
Nature of capital reconstruction
(Please mark with an X in
applicable box)
Financial Product
Split
Financial
Product
Consolidation
X
Other Amalgamation
Ratio (for example 1 for 2) New 1 Existing 10
Treatment of fractions Fractional entitlements will be rounded to the nearest
whole number of shares, with fractional entitlements to
half a share to be rounded up.
Number of Financial Products to be
issued/ redeemed
N/A
Per Financial Product amount (if
cash reconstruction)
N/A
Payment date (if cash
reconstruction)
N/A
Allotment date 9 August 2019

2 of 2
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Julian Daly
Contact person for this announcement Julian Daly
Contact phone number 027 5533373
Contact email address jdaly@pggwrightson.co.nz
Date of release through MAP 31 July 2019