NZRLC announces a $44.3 million Rights Offer
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.