Settlement of NZ Rural Land Management Purchase

Allied Farmers Ltd
201 Broadway, Stratford, 4332
PO Box 304, Stratford 4352

Phone: 06 765 6199
Web: http://www.alliedfarmers.co.nz
Email: headoffice@alliedfarmers.co.nz
18 December 2020

announce@nzx.com

SETTLEMENT OF NZ RURAL LAND MANAGEMENT PURCHASE

Allied Farmers Limited (“Allied Farmers” NZX: ALF) is pleased to confirm that it has today
settled the purchase of a 50 percent interest in NZ Rural Land Management Partnership
(NZRLM). NZRLM is the external manager of The NZ Rural Land Company Limited (NZRLC)
which is listing on the NZX on Monday 21 December 2020.

The purchase will be settled in two tranches. The first tranche was completed today by the
issue of 4,463,682 ordinary ALF shares @ $0.50 to the vendors of NZRLM. The second tranche
will be paid to the vendors in either cash or shares after Allied Farmers has completed its
Renounceable Rights Offer, which closed today.

As previously disclosed, Chris Swasbrook joins the Allied Farmers Board from today. Chris is a
co-founder of NZRLC. He is also the Managing Director of Elevation Capital Management
Limited, a Board Member of the Financial Markets Authority, a member of the NZX Listing
Sub-Committee and a member of the NZ Markets Disciplinary Tribunal. Chris also Chairs
Bethunes Investments Limited and is a director of Swimtastic Limited. Chris was previously a
Partner of Goldman Sachs JBWere Pty Limited, Co-Head of Institutional Equities at Goldman
Sachs JBWere (NZ) Limited and a Foundation Broker of the New Zealand Exchange Limited
(“NZX”) and before that an Individual Full Member of the NZ Stock Exchange.

Allied Farmers Chair Richard Perry said “We are delighted to have Chris join our Board. Chris
has an impressive background in capital markets and governance and brings the ideal set of
skills and relationships to assist Allied to develop and execute its growth aspirations”.

The Board has determined that, due to Elevation Capital being a significant shareholder in
Allied Farmers, Chris Swasbrook is not an independent director.


Richard Perry

Chairman

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Capital Change Notice


AH-370048-35 -446-V1:r


Section 1: Issuer information
Name of issuer Allied Farmers Limited
NZX ticker code ALF
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZALFE0001S1
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 4,463,682
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.50
Nature of the payment (for example, cash or other
consideration)
Part consideration for the
purchase of 50% of the
securities in the New Zealand
Rural Land Management
Limited Partnership and its
general partner.
Amount paid up (if not in full) N/A
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

2
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)
Part consideration for the
purchase of 50% of the
securities in the New Zealand
Rural Land Management
Limited Partnership and its
general partner
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.
22,318,411
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A

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

Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Shareholders resolution dated
24 November 2020, and
Directors resolution dated 17
December 2020
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
New ordinary shares which
rank equally with all other fully
paid ordinary shares

100% of the issued shares
(being 4,463,682 shares) are
subject to escrow restrictions
for a period of 12 months from
the date of issue, and 50% of
the issued shares (being
2,231,841 shares) are subject
to escrow restrictions for 24
months from the date of issue
Date of issue/acquisition/redemption
2
18/12/20
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Ross O’Neill
Contact person for this announcement Ross O’Neill
Contact phone number 021 424829
Contact email address ross.oneill@alliedfarmers.co.nz
Date of release through MAP

18/12/20




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

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AH-370048-35-487-1:wu

NZX LIMITED
Level 1, NZX Centre
11 Cable Street
Wellington New Zealand

18 December 2020

NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014

1. Allied Farmers Limited is issuing up to 5,000,000 fully paid ordinary shares of the same
class as already quoted on the NZX Main Board of NZX Limited at 0.50 cents per share
(the Offer) to Elevation Capital Management Limited, Richard Paget Milsom,
RPMilsom Investments Limited and Hopeton Trustee Company Limited as part
consideration of the acquisition of a 50 percent interest in New Zealand Rural Land
Management Limited Partnership.

2. Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (Regulations), and the Financial Markets Conduct Act 2013 (FMCA),
Allied Farmers states that:

a. Allied Farmers is making the Offer in reliance upon the exclusion in clause 19
of Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of
Schedule 8 to the Regulations.

b. As at the date of this notice, Allied Farmers is in compliance with:

i. the continuous disclosure obligations that apply to it in relation to
ordinary shares in Allied Farmers. There is no information that is
“excluded information” as defined in clause 20(5) of Schedule 8 to the
Regulations.

ii. its financial reporting obligations (as defined in the Regulations).

3. The Offer is not expected to have any material effect or consequence on the control
of Allied Farmers.


Richard Perry


Chairperson

Mr. Perry can be contacted for investor and media enquiries on 06 765 6199

DocuSign Envelope ID: 60A5A42B-1C38-459F-A6A4-5D0A50531BF9