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D&O Ongoing Disclosure Notice – C Quinn

Insider Disclosure22 December 2020FCGConsumer Staples

ONGOING DISCLOSURE NOTICE
Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(1) and 298(1) Financial Markets Conduct Act 2013

To NZX Limited; and

Name of listed issuer:

Fonterra Co-operative Group Limited

Date this disclosure made:

22 December 2020

Date of last disclosure:

11 November 2020

A

Director or senior manager giving disclosure

Full name(s):

Catherine Agnes Quinn

Name of listed issuer:

Fonterra Co-operative Group Limited

Name of related body corporate (if applicable):

Position held in listed issuer:

Director

Summary of acquisition or disposal of relevant interest (excluding specified

derivatives

Class of affected quoted financial products:

Shares in Fonterra Co-operative Group Limited

Nature of the affected relevant interest(s):

Change

of relevant

interest in Thistlehurst

Dairy

Limited from Director and Shareholder to Director and

Indirect Shareholder

For that relevant interest:

Number held in class before acquisition or disposal:

444,280

Number held in class after acquisition or disposal:

444,280

Current registered holder(s):

Thistlehurst Dairy Limited

Registered holder(s) once transfers are registered:

Not applicable

Class of affected quoted financial products:

4.33% Bonds 20 October 2021 (FCG030)

Nature of the affected relevant interest(s):

Non-beneficial interest as a Trustee of St. Jude's Trust

For that relevant interest:

Number held in class before acquisition or disposal:

1,000,000

Number held in class after acquisition or disposal:

0

Current registered holder(s):

Trustees of

St. Jude's

Trust (including

Catherine

Agnes Quinn)

Registered holder(s) once transfers are registered:

Pin Twenty Limited

Class of affected quoted financial products:

4.33% Bonds 20 October 2021 (FCG030)

Nature of the affected relevant interest(s):

Director and Shareholder of Pin Twenty Limited (as a

Trustee of Kintyre Trust)

For that relevant interest:

Number held in class before acquisition or disposal:

0

Number held in class after acquisition or disposal:

1,000,000

Current registered holder(s):

Trustees

of St. Jude's

Trust

(including

Catherine

Agnes Quinn)

2829728 vl

2
Registered holder(s) once transfers are registered:


Pin Twenty Limited

Class of affected quoted financial products:

4.42% Bonds 07 March 2023 (FCG040)

Nature of the affected relevant interest(s):

Non-beneficial interest as a Trustee of St. Jude's Trust

For that relevant interest:

Number held in class before acquisition or disposal:

9,000,000

Number held in class after acquisition or disposal:

0

Current registered holder(s):

Trustees of

St. Jude's

Trust (including

Catherine

Agnes Quinn)

Registered holder(s) once transfers are registered:

Pin Twenty Limited

Class of affected quoted financial products:

4.42% Bonds 07 March 2023 (FCG040)

Nature of the affected relevant interest(s):

Director and Shareholder of Pin Twenty Limited (as a

Trustee of Kintyre Trust)

For that relevant interest:

Number held in class before acquisition or disposal:

0

Number held in class after acquisition or disposal:

9,000,000

Current registered holder(s):

Trustees of

St. Jude's

Trust (including

Catherine

Agnes Quinn)

Registered holder(s) once transfers are registered:

Pin Twenty Limited

Summary of acquisition or disposal of specified derivatives relevant interest (if

applicable)

Type of affected derivative:

Class of underlying financial products:

Details of affected derivative-

The notional value of the derivative (if any) or the

notional

amount of underlying financial


products (if

any):

A statement as to whether the derivative is cash settled

or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative(if any):

The price specified in the terms of the derivative (if

any):

Any other details


needed to

understand

how the

amount

of the

consideration

payable

under the

derivative or the value of the derivative is affected by

the value of the underlying financial products:

For that derivative,-

Parties to the derivative:

If the director or senior manager is not a party to the

derivative, the nature of the relevant interest in the

derivative:

2829728 vi

3
Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates:

Three

Details of transactions requiring disclosure-

Date of transaction:

21 December 2020

Nature of transaction:

Change

of relevant

interest

in

Thistlehurst

Dairy

Limited

Two off-market retail bond transfers from the trustees

of St Jude's Trust to Pin Twenty Limited

Name of any other party or parties to the transaction (if

known):

-

The consideration, expressed in New Zealand dollars,

paid or received for the acquisition or disposal. If the

consideration was not in cash and cannot be readily by

converted


into a

cash

value,

describe

the

consideration:

Not applicable

Number of financial products to which the transaction

related:

1,000,000 4.33% Bonds 20 October 2021 (FCG030)

9,000,000 4.42% Bonds 07 March 2023 (FCG040)

If the issuer has a financial products trading policy that

prohibits directors or senior managers from trading

during any period without written clearance

(a

closed

period) include the following details—

Whether relevant interests were acquired or disposed

of during a closed period:

No

Whether prior written clearance was provided to allow

the acquisition or disposal to proceed during the closed

period:

Not applicable

Date of the prior written clearance (if any):

Not applicable

Summary of other relevant interests after acquisition or disposal:

Class of quoted financial products:

Nature of relevant interest:

For that relevant interest,-

Number held in class:

Current registered holder(s):

For a derivative relevant interest,-

Type of derivative:

Details of derivative,-

The notional value of the derivative (if any) or the

notional

amount of underlying financial products (if

any):

A statement as to whether the derivative is cash settled

or physically settled:

Maturity date of the derivative (if any):

Expiry date of the derivative (if any):

The price's specified terms (if any):

2829728 vi

4
Any other details


needed to understand how the

amount of the

consideration

payable under

the

derivative or the value of the derivative is affected by

the value of the underlying financial products:

For that derivative relevant interest,-

Parties to the derivative:

If the director or senior manager is not a party to the

derivative, the nature of the relevant interest in the

derivative:

Certification

I 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.

Signature of director or officer:

Date of signature:

or

Signature of person authorised to sign on behalf of

director or officer:

&

/ 1/ OF

Date of signature:

227( 2/20

Name and title of authorised person:

44LA WictA

Notes

Ae_ c_tv 6oveic_12

etc-t et

Use this form to disclose all the acquisitions and disposals by a director or senior manager of a

listed issuer, or of a related body corporate, or in specified derivatives. The disclosure must be

made within—

(a)

20 working days after the first acquisition or disposal disclosed in this notice if the

acquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial

Markets Conduct Act 2013; or

(b)

in any other case, 5 trading days after the first acquisition or disposal disclosed in this

notice.

2829728 vi

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