SPH Notice – Clyde and Rena Holland

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Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To New Zealand Rural Land Company Limited
Relevant event being disclosed: Change in the nature of relevant interest
Date of relevant event: 23 September 2021
Date this disclosure made: 23 September 2021
Date last disclosure made: 21 December 2020
Substantial product holder(s) giving disclosure
Full name(s): Clyde and Rena Holland
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Clyde and Rena Holland
For this disclosure,
(a) total number held in class: 9,589,329
(b) total in class: 96,900,000
(c) total percentage held in class: 9.896%
For last disclosure,
(a) total number held in class: 5,960,000
(b) total in class: 60,460,000
(c) total percentage held in class: 9.858%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:
The substantial product holder subscribed for, and was allotted, 1,830,000 ordinary
shares in the issuer at $1.10 per share on 28 June 2021 under a rights issue
undertaken by the issuer.
On the date of this notice, the substantial product holder has subscribed for, and
was allotted, 1,566,697 ordinary shares in the issuer at $1.10 per share through a
placement of rights issue shortfall by the issuer.

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The substantial product holder was, as a limited partner of New Zealand Rural Land
Management Limited Partnership (Manager), nominated to receive, and was today
allotted, 232,632 ordinary shares in the issuer at $1.3968 per share representing a
portion of a performance fee that the issuer was liable to pay the Manager for
services provided to the issuer in the period ending 30 June 2021 (Performance
Fee Shares).
The substantial product holder entered into a Restricted Security Deed with the
issuer today where half of the Performance Fee Shares (131,316) may not be
transferred or traded by the substantial product holder for a period of five years.
Details after relevant event
Details for Clyde and Rena Holland
Nature of relevant interest(s): Beneficial owner of financial products
For that relevant interest,
(a) number held in class: 9,458,013
(b) percentage held in class: 9.761%
(c) current registered holder(s): New Zealand Central Securities Depository Limited
(d) registered holder(s) once transfers are registered: N/A
Details for Clyde and Rena Holland
Nature of relevant interest(s): Registered holder and beneficial owner of financial products
but subject to trading restrictions under a Restricted Security Deed (copy attached)
For that relevant interest,
(a) number held in class: 131,316
(b) percentage held in class: 0.136%
(c) current registered holder(s): Clyde and Rena Holland
(d) registered holder(s) once transfers are registered: N/A
Additional information
Address(es) of substantial product holder(s): Clyde and Rena Holland c/- Duncan Cotterill,
Level 2, 50 Customhouse Quay, Wellington 6011
Contact details: Matt Yates, +64 4 471 9428 / matt.yates@duncancotterill.com
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: N/A

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Certification
I, Clyde Holland, 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.

Restricted

Security

Deed
New

Zealand

Rural

Land

Company

Limited
Clyde

Holland

and

Rena

Holland

23
September
This Deed is dated this
day of
2021
PARTIES
New
Zealand Rural Land Company Limited, a duly incorporated company in New Zealand with
company number 8818739 having its registered office at Level 2, 50 Customhouse Quay, Wellington
(“Issuer”)
Clyde Holland and Rena Holland
("Shareholder”)
BACKGROUND
The Issuer and New Zealand Rural Land Management Limited Partnership (Manager) are
parties
to a Management Agreement dated 13 November 2020 (Agreement).
A
Under the Agreement, the Issuer is to pay the Manager a performance fee which, subject to
certain
adjustments, is to be equal to 10% of the increase in net asset value of the Issuer in
each financial year and is to be satisfied in ordinary shares of the Issuer (Performance Fee).
B
A Performance Fee has been calculated as being payable for the most recently completed
financial year. The Manager has nominated the Shareholder to receive 232,632 new shares of
the overall shares to be issued by the Issuer to satisfy the Performance Fee.
C
Under the Agreement 50% of the shares to be issued, being 116,316 new shares (the
Restricted
Shares) are to be subject to trading restrictions. Those restrictions are set out in the
terms and conditions of this Deed.
D
DEED
1Definitions and Interpretation
Definitions
- Unless the context otherwise requires, the capitalised terms in this Deed have
the meaning set out below:
1.1
Affiliate means in relation to any person, a person that directly or indirectly, through one or
more intermediaries, owns or controls or is owned or controlled by or is under common
ownership or control with the person and, in relation to a trust means any beneficiary
(ascertained
or discretionary) of that trust;
Agreement means the management agreement between the Issuer and the Manager dated 13
November 2020 for the provision of management, investment and administrative services by
the
Manager.
Business
Day means a day on which the NZX Market is open for trading;
Non-lnterested Directors means, in relation to any decision, directors of the Issuer who are
not “interested” for the purposes of the Companies Act 1993;
NZX means NZX Limited and includes its successors and assigns and as the context permits
includes any duly authorised delegate of NZX;
NZX Listing Rules means the listing rules of the NZX Market;
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NZX Market means the NZX market operated by the NZX Limited;
Restricted Period means a period of five (5) years commencing on the date of this Deed;
Restricted Shares means 116,316 fully paid ordinary shares in the Issuer issued to the
Shareholder on or about the date of this Deed; and
Restrictions has the meaning given in clause 2.1.
Security Restrictions
2
Restrictions - For the Restricted Period the Shareholder unconditionally and irrevocably
undertakes
to the Issuer that, subject to clause 3, the Shareholder will not:
2.1
2.1.1
sell, transfer, assign or otherwise dispose of, or offer or agree to sell, transfer, assign
or otherwise dispose of their right and title to, and beneficial interest in, the Restricted
Shares;
or
2.1.2
do, or omit to do, any act if the act or omission would have the effect of transferring
effective ownership or control of the Restricted Shares,
without obtaining the Non-lnterested Director’s (on behalf of the Issuer) prior written approval
which may be given at their sole discretion.
2.2Further Restrictions - The Restrictions are in addition to, and not in substitution for, any other
restrictions that may be applicable to the Shareholder dealing with the Restricted Shares
including, without limitation, under the NZX Listing Rules, the Financial Markets Conduct Act
2013
or the share trading policy of the Issuer.
3Exceptions to the Restrictions
Permitted Transfers - The Restrictions will not apply to:
3.1
a transaction where the Shareholder transfers all or part of the Restricted Shares:3.1.1
(a) to an Affiliate; or
(b) as a result of a change in trustees of any trust in which the Restricted Shares are
held (the New Trustee),
provided
that the Affiliate or New Trustee enters into a deed with the Issuer in relation
to the Restricted Shares on the same terms as this Deed that applies for the remainder
of the Restricted Period.
the Shareholder granting a security interest in favour of any bona fide third party lender
to
the Shareholder or to a transfer arising from the enforcement of any such security
interest.
3.1.2
circumstances where the Shareholder suffers a personal hardship and the Non-
lnterested Directors unanimously resolve to release some or all of the Restricted Shares
from the Restrictions on such terms and conditions as the Non-lnterested Directors
think fit.
3.1.3
Takeover - The Restrictions do not apply in relation to any full or partial takeover offer made
under the Takeovers Code or scheme of arrangement (having the same or similar effect) and
the Shareholder may accept, vote in favour of and/or transfer the Restricted Shares in respect
of any such offer or scheme (as applicable).
3.2
2
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4Shareholder Acknowledgement
Acknowledgement
- The Shareholder acknowledges and agrees that Its rights in connection
with
this Deed are subject to the NZX Listing Rules and the Financial Market Conduct Act 2013
and, in addition, that the Issuer’s board of directors:
4.1
4.1.1may refuse to register any attempted transfer of the Restricted Shares that is not in
compliance with the terms of this Deed;
4.1.2is obliged to notify NZX of any breach or likely breach of the terms and conditions of
this
Deed;
4.1.3in consultation with NZX, must take such steps as NZX may require to enforce the
provisions
of this Deed or prevent or remedy a breach of this Deed;
is entitled to enforce the terms of this Deed (including, without limitation, clause Error!
Reference source not found.) and may seek appropriate discretionary remedies from
the
courts including specific performance, injunctive relief, any other equitable relief
and/or damages; and
4.1.4
4.1.5 may record a restriction on the Issuer’s share register that any transfer is prohibited by
the
provisions of this Deed for the Restricted Period.
Application to Additional Securities
Additional Securities - For the avoidance of doubt, the Restrictions shall only apply to the
Restricted
Shares and will not apply to any shares of the Issuer that are otherwise held by,
subscribed for or issued to the Shareholder (including under any rights issue). However, should
a consolidation or subdivision of the Issuer’s ordinary shares occur, the Restrictions will continue
to
apply to the Restricted Shares as consolidated or subdivided.
5
5.1
6Voiding Events
De-listing - This Deed will be void and of no effect if the Issuer is de-listed by NZX.6.1
General
Contracts and Commercial Law Act 2017 - The provisions of this Deed are for the benefit of,
and are intended to be enforceable by, the Non-lnterested Directors, NZX and the Issuer’s other
shareholders under the Contracts and Commercial Law Act 2017.
7
7.1
Severability - If a court or administrative body decides that a part of this Deed is illegal, void
or cannot be enforced, that decision will not make the rest of this Deed invalid.
7.2
Amendment - Any variation to this Deed requires the written agreement of all parties to this
Deed and the Issuer shall not agree to any amendment without NZX’s prior written approval.
7.3
Governing Law - This Deed is governed by and construed in accordance with New Zealand
law
and the parties to this Deed submit to the exclusive jurisdiction of the New Zealand courts.
7.4
Counterparts
Counterparts
- This Deed may be executed and exchanged in any number of counterparts
(including
scanned email copies) each of which is deemed an original, but all of which together
constitute a binding and enforceable deed between the parties to this Deed.
8
8.1
3
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EXECUTED AS A DEED
/
Gv
Signed by
New Zealand Rural Land
Company Limited
in the presence of:
)
c__.
)
)
) DirectorDirector/Authorised Signatory
Signed by
Clyde Holland
in the presence of:
Witness signature
j\,aphL KAmir
Witness name iJ
leai'PZ^iic^
Witness occupation
iVA
Witness
town of residence
)
>
)
/,
)
Signed by
Rena
Holland
in the presence of:
)
)
Witness signature
r
whju
Witness name
Witness occupation
V^iA/fta-u/fr (,o/l
Witness town of residence
4
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