New Zealand Rural Land Company Limited logo

NZRLC announces a $44.3 million Rights Offer

Capital Raise24 May 2021NZLReal Estate

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz

NEW ZEALAND Rural Land Co

WWW.NZRLC.CO.NZ

NZX Announcement

24 May 2021

New Zealand Rural Land Company announces $44.3 million Rights Offer

New Zealand Rural Land Company Limited (NZL.NZX) announces a capital raising of $44.3 million by way of a 2 for 3 pro-rata

renounceable rights offer. The proceeds will be used to reduce debt and provide further cash for acquisitions as NZL looks to continue

its growth as a landowner in the New Zealand rural sector.

This rights offer of approximately $44.3 million will allow eligible shareholders to subscribe for 2 additional shares for every 3 existing

shares held on the record date at $1.10 per share. This represents an 8.64% discount to the 10 day VWAP

1

of $1.2041.

The full terms and conditions of the rights issue will be contained in an offer document which will be distributed to all eligible shareholders

(as defined in the offer document) after the proposed record date. Further details on the rights offer follow below.

As shareholders will be aware, NZL expects to acquire 15 dairy assets on 1 June 2021 for a total purchase price of $122.74 million. If

there are delays in completing settlement there will likely be a corresponding delay to the rights offer timetable outlined below.

Capital Raising Terms

Entitlement Ratio• 2 new shares for every 3 existing shares held

Offer Size• NZ$44.3 million

Maximum New Shares to be issued• 40,306,667

Issue Price• NZ$1.10 per share

Offer Discount• 8.64% discount to 10 day VWAP

1

Eligibility• Available to persons with New Zealand addresses recorded on NZL’s share

register at 5:00pm on 3 June 2021.

Ranking• New shares issued on completion of the Rights Offer will rank equally with

existing shares and will be quoted on the NZX

Structure• Pro rata renounceable Rights Offer provides all Eligible Shareholders with the

opportunity to participate

NZL intends to apply to NZX for quotation of the rights shortly. A corporate action notice accompanies this announcement.

1 VWAP (Volume Weighted Average Price) is the average price that the security has traded at over the period of time, based on both volume

and price.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz

NEW ZEALAND Rural Land Co

WWW.NZRLC.CO.NZ

Shareholder Options

Subject to NZX accepting the application for quotation of rights, shareholders will have the following options under the rights issue:

Take up all or some Rights

Sell all or some Rights



Let Rights Lapse

• You will be able to acquire shares at the Issue Price of $1.10 which is at a discount to the market

price immediately prior to the announcement of the Rights Offer

• If you take up all of your rights you will maintain your proportional ownership of NZL after the

Rights Offer

• If you wish to sell your Rights, you should contact an NZX Broker

• You will receive value for any Rights sold on-market but you may be required to pay brokerage on

the sale of your Rights

• There is no assurance that an active market for trading in Rights will develop

• If you do nothing, your Rights will lapse and you will not be able to subscribe for any new shares

If you do nothing, your rights will lapse and you will not be able to subscribe for any new shares or realise any other value for your

Rights. If shareholders are unsure of what course of action to take they should obtain independent financial advice.

Rights Issue Indicative Timetable

Shares quoted “ex-rights” and Rights Trading commences to the NZX Main Board2 June 2021

Record date5pm, Wednesday 3 June 2021

Offer documents sent and Offer opens for acceptance4 June 2021

Rights trading ceases17 June 2021

Rights offer closes (and last date for receipt of renunciations)23 June 2021

New shares allotted and commence trading28 June 2021

The Board may amend this timetable at its discretion, but subject to the Listing Rules.

Contact:

Christopher Swasbrook

Director

Mobile: 021 928 262

Email: chris@nzrlc.co.nz

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The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz

NEW ZEALAND Rural Land Co

WWW.NZRLC.CO.NZ

24 May 2021

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington

New Zealand

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

2 014

New Zealand Rural Land Company Limited (NZL.NZX) has announced that it will undertake a pro rata 2 for 3 renounceable rights

offer of fully paid ordinary shares of the same class as already quoted on the NZX Market operated by NZX Limited (Offer).

Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (the Regulations), and the Financial

Markets Conduct Act 2013 (FMCA), NZL advises that:

1 NZL 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.

2 As at the date of this notice, NZL is in compliance with:

a) the continuous disclosure obligations that apply to it in relation to ordinary shares in NZL; and

b) its “financial reporting obligations” within the meaning set out in clause 20(5) of Schedule 8 of the Regulations.

3 As at the date of this Cleansing Notice, there is no information that is “excluded information” within the meaning set out in

clause 20(5) of Schedule 8 of the Regulations.

4 The potential effects that the Offer and subsequent acquisition of new shares by investors will have on the ‘control’ (within

the meaning of clause 48 of Schedule 1 to the FMCA) of NZL and the consequences of those effects are as follows:

4.1 If all eligible shareholders take up their pro rata entitlements to new shares under the Offer, each eligible share-

holder’s percentage shareholding in NZL will remain the same and there will be no effect on control.

4.2 Eligible shareholders who choose not to take up their rights will be likely to have their shareholding diluted.

4.3 Eligible shareholders may, in addition to taking up their full entitlements, apply for additional shares under an

oversubscription facility. That facility will be comprised of new shares for which entitlements are not taken up and

will be subject to scaling. Successful oversubscription facility applicants will increase their proportionate holding in

NZL.

4.4 No shareholders have approval under the Takeovers Code to increase their shareholding over the 20% threshold

through taking up rights under the Offer.

4.5 The Offer is not expected to have a material effect or consequence on the control of NZL.

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz

NEW ZEALAND Rural Land Co

WWW.NZRLC.CO.NZ

5 The financial products being offered under the Offer are not debt securities that have a different redemption date or interest

rate from that of the quoted financial products, and as such clause 20(2)(g) of Schedule 8 to the Regulations does not

apply to this cleansing notice.

For and on behalf of the Board,

Christopher Swasbrook

Director

New Zealand Rural Land Company Limited

For further information, please contact: info@nzrlc.co.nz

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Corporate Action Notice
Updated as at 17 October 2019



Page 1 of 2

13095374_1

Section 1: issuer information

Name of issuer New Zealand Rural Land Company Limited

Class of Financial Product Ordinary Shares

NZX ticker code NZL

ISIN (If unknown, check on NZX

website)

NZNZLE0001S2

Name of Registry Link Market Services Limited

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

Renounceable

Rights issue

X

Capital

reconstruction

Non

Renounceable

Rights issue


Call Bonus issue

Record date 5.00pm, 3 June 2021

Ex-Date (one business day before the

Record Date)

2 June 2021

Currency NZ$

Section 2: Rights issue

Number of Rights to be issued 40,306,667

Number of Financial Products to be

issued under the Rights issue

Up to 40,306,667 ordinary shares

ISIN of Rights Security (if applicable) TBC

Minimum entitlement N/A

Entitlement ratio (for example 1 for 2) New 2 Existing 3

Treatment of fractions Rounded down to the nearest share

Subscription price $1.10

Letters of entitlement mailed 4 June 2021

Offer close 23 June 2021

Quotation Date (if applicable) Market open on:

2 June 2021


Allotment Date 28 June 2021



1 of 2

13095374_1

Section 7: Authority for this announcement

Name of person authorised to make this

announcement

Christopher Swasbrook

Contact person for this announcement Christopher Swasbrook

Contact phone number 021 928 262

Contact email address info@nzrlc.co.nz

Date of release through MAP 24 May 2021

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.