Update on acquisition of WasteCo Holdings NZ

GOODWOOD CAPITAL LIMITED
Po Box 42 258
Orakei
Auckland 1745

10 June 2022
Update on acquisition of WasteCo Holdings NZ
The directors of Goodwood Capital Limited (NZX: GWC) have previously announced that GWC has
reached agreement to acquire 100% of WasteCo Holdings NZ Limited (WasteCo), a diversified
waste, refuse and industrial services business with operations in Christchurch, Ashburton, Timaru,
Oamaru, Dunedin and Balclutha.
By way of an update to the market on progress of the transaction:
1. Good progress has been made with the drafting of the Notice of Meeting and the Listing
Profile.
2. GWC has engaged Simmons Corporate Finance to prepare the Independent Advisors
Report, and the preparation of that Report is well advanced.
3. The parties anticipate being in a position to submit the suite of Reverse Takeover (“RTO”)
documentation to the regulators within the next three weeks.
4. The parties have agreed to vary the purchase consideration payable to acquire WasteCo
Holdings from $31 million to $29.2 million. The revised purchase price will comprise:
(a) $25.2 million for the WasteCo commercial business operations. This represents a
reduction in the price for the business operations from $28 million to $25.2
million;
(b) $4 million on account of the redemption of the Mandatory Convertible Notes
(“MCN’s”) on issue in WasteCo as at the date of completion of the RTO. This
represents an increase in the quantum of MCN’s on issue from $3 million to $4
million. These additional funds are being raised by WasteCo to fund the ongoing
working capital requirements and growth initiatives of WasteCo in the interim
period up to the completion of the RTO.
5. The revised purchase price for the WasteCo business operations ($25.2 million) will be
satisfied by the issue of 504 million fully paid ordinary shares at an issue price of NZ$0.05
per share to the shareholders of WasteCo. In addition, GWC will issue 80,000,000 fully
paid ordinary shares at an issue price of NZ$0.05 per share to the holders of $4 million of
MCN’s.
6. In addition, the amount of new capital to be raised by GWC in conjunction with the
completion of the RTO has been increased from $3 million to $4 million. This additional
capital will be deployed by the combined GWC/WasteCo Group post RTO to fund ‘value
accretive growth initiatives.
7. The balance of the transaction remains as disclosed in the announcement of 26 April
2022.

ENDS
For further information on GWC and the acquisition transaction, please contact:

Sean Joyce
Chairman, Goodwood Capital Limited
email: sean@corporate-counsel.co.nz
mobile: 021 865 704

For further information on WasteCo, please contact:

Shane Edmond
Non-executive director, WasteCo Holdings NZ Limited
mobile: 021 995 519