SPH Notice – Rua in Rua Bioscience Ltd

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DISCLOSURE OF CEASING TO HAVE SUBSTANTIAL HOLDING
Section 279, Financial Markets Conduct Act 2013
To NZX Limited (NZX)
and
To Rua Bioscience Limited (Rua)
Date this disclosure made: 1 September 2021
Date last disclosure made: 1 March 2021
Date on which substantial holding ceased: 1 September 2021
Substantial product holder(s) giving disclosure
Full name(s): Rua
Summary of previous substantial holding
Class of quoted voting products: ordinary shares in Rua
Summary for Rua
For last disclosure,—
(a) total number held in class: 54,188,655
(b) total in class: 140,321,411
(c) total percentage held in class: 38.618%
For current holding after ceasing to have substantial holding,—
(a) total number held in class: 0
(b) total in class: 140,321,411
(c) total percentage held in class: 0%
Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure: Hikurangi Bioactives Limited Partnership,
Fang Group Investment Limited, Tailorspace Capital Limited, Andrew Charles Williams and each of Rua’s
directors and senior managers who held shares prior to, or have subscribed for shares by participating in,
the initial public offering of shares (the Offer) in Rua (together, the Escrowed Shareholders) are subject to
escrow deeds (attached to Rua’s disclosure on 22 October 2020) with Rua in respect of all shares held by
them prior to the Offer, or subscribed by them under the Offer, which they continue to hold upon
completion of the Offer (the Escrowed Shares), as set out in more detail in Rua’s disclosure on 22 October
2020.
Each Escrowed Shareholder has agreed not to sell or otherwise dispose of or do or omit to do anything
which could have the effect of transferring effective ownership or control of:

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• any Escrowed Shares during the period from the date of Rua’s quotation and ending on the first
business day following the date on which Rua releases its results announcement in respect of the
half year ended 31 December 2020 (the First Restricted Period); and
• 75% of the Escrowed Shares during the period from the first day following the expiry of the First
Restricted Period and ending on the first business day following the date on which Rua releases its
results announcement in respect of the full financial year ended 30 June 2021 (the Second
Restricted Period),
subject to limited exceptions set out in each escrow deed. Accordingly, Rua had the power (through the
escrow deeds) to control the acquisition and disposition of the Escrowed Shares. Rua ceased to have a
relevant interest in 25% of the Escrowed Shares upon expiry of the First Restricted Period (as set out in
Rua’s disclosure on 1 March 2021). On 1 September 2021, being the second business day after Rua’s results
announcement in respect of the full financial year ended 30 June 2021, Rua ceased to have a relevant
interest in the Escrowed Shares that the Escrowed Shareholders were restricted from dealing during the
Second Restricted Period.
Additional information
Address(es) of substantial product holder(s): 1 Commerce Place, Awapuni, Gisborne, 4071, New Zealand
Contact details:
Kerry Donovan
Communications Manager
+64 (21) 128 7689
kerry.donovan@ruabio.com

Certification
I, Rob Mitchell, 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.