Notification of Issue of Securities – Ordinary Shares

Capital Change Notice



Section 1: Issuer information
Name of issuer Synlait Milk Limited
NZX ticker code SML
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZSMLE0001S9
Currency $NZ
Section 2: Capital change details
Number issued/acquired/redeemed 83,880 ordinary shares on the
conversion of 83,880
performance share rights
Nominal value (if any) N/A
Issue/acquisition/redemption price per security No issue price.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) Fully paid.
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury Stock,
in existence)
1

0.047%
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or the
Option (for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue of ordinary shares on the
conversion of performance
share rights under the SML
Employee Share Scheme,
approved by Board resolution.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
179,306,908 ordinary shares.
305,180 performance share
rights.
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
The shares are issued as fully
paid ordinary shares on the
same terms as all other
ordinary shares (including as

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

to dividends), for nil cash
consideration and have no
restrictions on transfer.
Date of issue/acquisition/redemption 01/10/2019
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Tania Pearson
Contact person for this announcement
Tania Pearson
Contact phone number
+64 3 373 3000
Contact email address
tania.pearson@synlait.com
Date of release through MAP

01/10/2019

---

Synlait Milk Ltd · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com

SYNLAIT MILK LIMITED ANNOUNCEMENT NZX: SML
ASX: SM1
1 OCTOBER 2019

NOTIFICATION OF LAPSE OF
PERFORMANCE SHARE
RIGHTS
Synlait Milk Limited (SML) has today issued 83,880 ordinary shares on the conversion of Performance
Share Rights (PSRs) as further set out in the NZX Allotment Notice and the Appendix 3B filed today.

SML notes that 130,364 PSRs did not vest and have therefore lapsed.

ENDS

For more information contact:
Tania Pearson
Senior Legal Counsel, Synlait Milk
P: +64 3 373 3000
E: tania.pearson@synlait.com

---

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
ME_163816297_1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05,
01/08/12, 04/03/13


Name of entity
Synlait Milk Limited

ARBN
614 984 655

We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Fully paid ordinary shares (Shares)


2 Number of
+
securities issued or
to be issued (if known) or
maximum number which may be
issued

83,880 Shares


3 Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount
outstanding and due dates for
payment; if
+
convertible
securities, the conversion price
and dates for conversion)
Same as existing ordinary shares on issue in
Synlait Milk Limited

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
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4 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
Yes


5 Issue price or consideration

Nil


6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)






Issue of shares on vesting of performance
shares rights issued under the Synlait
Employee Share Scheme


6a Is the entity an
+
eligible entity
that has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
N/A


6b The date the security holder
resolution under rule 7.1A was
passed
N/A


6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A


6d Number of
+
securities issued
with security holder approval
under rule 7.1A
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
ME_163816297_1
6e Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)

N/A


6f Number of
+
securities issued
under an exception in rule 7.2
N/A


6g If
+
securities issued under rule
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Include the
+
issue date and both
values. Include the source of the
VWAP calculation.
N/A


6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
N/A


6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
N/A


7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule
19.12). For example, the issue date for a pro
rata entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
1 October 2019



Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



179,306,908 Fully paid ordinary
shares

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
ME_163816297_1


Number
+
Class
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)



305,180

Performance Share
Rights


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
N/A


Part 2 - Pro rata issue

11 Is security holder approval
required?

N/A


12 Is the issue renounceable or non-
renounceable?
N/A


13 Ratio in which the
+
securities will
be offered
N/A


14
+
Class of
+
securities to which the
offer relates
N/A


15
+
Record date to determine
entitlements
N/A



16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
N/A


17 Policy for deciding entitlements in
relation to fractions

N/A


18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
N/A


19 Closing date for receipt of
acceptances or renunciations
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5
ME_163816297_1

20 Names of any underwriters


N/A


21 Amount of any underwriting fee
or commission
N/A


22 Names of any brokers to the issue


N/A


23 Fee or commission payable to the
broker to the issue
N/A


24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/A


25 If the issue is contingent on
security holders’ approval, the
date of the meeting
N/A


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
N/A


27 If the entity has issued options,
and the terms entitle option
holders to participate on exercise,
the date on which notices will be
sent to option holders
N/A


28 Date rights trading will begin (if
applicable)
N/A


29 Date rights trading will end (if
applicable)


N/A


30 How do security holders sell their
entitlements in full through a
broker?
N/A


31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
N/A

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013
ME_163816297_1

32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
N/A


33
+
Issue date


N/A


Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities
held by those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
ME_163816297_1

Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest
payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)





Number
+
Class
42 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013
ME_163816297_1


Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX
may quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the
+
securities to be quoted complies with the law and is
not for an illegal purpose.

• There is no reason why those
+
securities should not be granted
+
quotation.

• An offer of the
+
securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or section 1012C(6) of
the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able
to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to
any applications received by us in relation to any
+
securities to be
quoted and that no-one has any right to return any
+
securities to be
quoted under sections 737, 738 or 1016F of the Corporations Act at the
time that we request that the
+
securities be quoted.

• If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at
the time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and
complete.


Sign here: ............................................................ Date: 01/10/2019
(Director/Company secretary)


Print name: Sam Knowle]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
ME_163816297_1

== == == == ==

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013
ME_163816297_1
Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for
eligible entities
Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid
+
ordinary
securities on issue 12 months before the
+
issue date or date of agreement to issue

Add the following:
• Number of fully paid
+
ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid
+
ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid
+
ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

Subtract the number of fully paid
+
ordinary
securities cancelled during that 12 month
period

“A”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
ME_163816297_1

Step 2: Calculate 15% of “A”
“B”
0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items

“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2

Subtract “C”
Note: number must be same as shown in
Step 3

Total [“A” x 0.15] – “C”

[Note: this is the remaining placement
capacity under rule 7.1]

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013
ME_163816297_1
Part 2

Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1

Step 2: Calculate 10% of “A”
“D”
0.10
Note: this value cannot be changed
Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of
+
equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items

“E”

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 13
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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2

Subtract “E”
Note: number must be same as shown in
Step 3

Total [“A” x 0.10] – “E”

Note: this is the remaining placement
capacity under rule 7.1A