SPH Notice – Forsyth Barr, Forsyth Barr Group and FBIM

1
Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX Limited
and
To The Warehouse Group Limited (WHS)
Date this disclosure made: 24 May 2021
Date last disclosure made: 21 May 2021
Date on which substantial holding ceased: 21 May 2021
Substantial product holder(s) giving disclosure
Full name(s): Forsyth Barr Limited (FBL), Forsyth Barr Group Limited (FBGL), Forsyth Barr
Investment Management Limited (FBIM)
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares
Summary for FBL, FBGL, FBIM
For last disclosure,—
(a) total number held in class: 31,610,858
(b) total in class: 346,843,120
(c) total percentage held in class: 9.113%
For current holding after ceasing to have substantial holding,—
(a) total number held in class: 4,038,818
(b) total in class: 346,843,120
(c) total percentage held in class: 1.164%
Details of transactions and events giving rise to ceasing of substantial holding
On 21 May 2021, FBL and FBGL entered into a block trade agreement (The Block Trade
Agreement) with Foodstuffs (Auckland) Nominees Limited, Wardell Bros & Coy Limited
and Cash Wholesalers Limited, under which FBL has agreed to manage, and FBGL has
agreed to underwrite, the sale of 31,120,089 shares in WHS held by Foodstuffs (Auckland)
Nominees Limited, Wardell Bros & Coy Limited and Cash Wholesalers Limited for a price
determined under the procedures set out in the Block Trade Agreement.
As a result of FBL managing, and FBGL underwriting, the sale of 31,120,089 shares in The
Warehouse Group Limited held by Foodstuffs (Auckland) Nominees Limited, Wardell Bros &
Coy Limited and Cash Wholesalers Limited in accordance with the terms of The Block Trade
agreement, FBL and FBGL acquired a relevant interest, being the power to acquire and
dispose of, or to control the acquisition or disposal of, 31,120,089 shares in WHS.

2
Following the completion of the block trade, FBL and FBGL no longer have a relevant
interest in shares in WHS.
In the period beginning on 21 May 2021 and expiring on 21 May 2021, FBIM’s relevant
interest in WHS shares increased from 490,769 shares to 4,038,818 shares as a result of
on-market purchases (3,548,049 shares for aggregate consideration of $11,602,120).
There were no on-market sales or transfers in/out of DIMs.
Additional information
Address(es) of substantial product
holder(s):
Forsyth Barr House, The Octagon, Dunedin
Contact details: Chris Connors
T: +64 (9) 368 0179
E: chris.connors@forsythbarr.co.nz
Nature of connection between substantial
product holders
FBIM and FBL are both wholly owned
subsidiaries of FBGL
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:
Not applicable
Certification
I, Chris Connors, 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.