Capital Change Notice

Capital Change Notice





Section 1: Issuer information
Name of issuer Heartland Group Holdings Limited
NZX ticker code HGH
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZHGHE0007S9
Currency NZD
Section 2: Capital change details
Number issued/acquired 2,250,625 shares issued

877,737 shares acquired by
Heartland as described in the ‘LTI
Buyback Disclosure Document’
released on 23 August 2022 by
Heartland.
Nominal value (if any) Not applicable
Issue/acquisition price per security Nil per share issued / $1.83288725
per share (being the 5 day VWAP up
to (and including) 15 September
2022).
Nature of the payment (for example, cash or other
consideration)
2,250,625 performance rights were
issued under the Performance Rights
Plan 2017, 2018 and 2019 tranches
(PR Tranches), for no cash
consideration. Upon the vesting of
each performance right under the PR
Tranches on 16 September 2022, the
holder is entitled to one ordinary
share in Heartland Group Holdings
Limited (Heartland) for no cash
payment (Vesting). Further details of
the PR Tranches are included within
Heartland’s financial statements.
877,737 of the shares issued were
acquired by Heartland for cash
consideration in order to fund the tax
liability arising for the recipients upon
the issue of shares under the PR
Tranches. More information about this
can be found in the ‘LTI Buyback
Disclosure Document’ released on 23
August 2022 by Heartland.
Amount paid up (if not in full) Fully paid ordinary shares
Percentage of total class of Financial Products
issued/acquired (calculated on the number of Financial
0.3197% shares issued followed by
acquisition of 0.1243% shares by
Heartland

Products of the Class, excluding any Treasury Stock, in
existence)
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Not applicable
Reason for issue/acquisition and specific authority for
issue/acquisition (the reason for change must be
identified here)
The issue relates to vesting of
2,250,625 performance rights under
the PR Tranches (see details above)
authorised by a board resolution
dated 22 August 2022.
The acquisition of certain shares
issued was authorised by a board
resolution dated 22 August 2022 in
order to fund the tax liability arising for
the recipients upon the issue of
shares under the PR Tranches. More
information about this can be found in
the ‘LTI Buyback Disclosure
Document’ released on 23 August
2022 by Heartland.
Total number of Financial Products of the Class after
the issue/acquisition/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the
Class held as Treasury Stock after the
issue/acquisition.
705,321,388 ordinary shares
(excluding Treasury Stock)

877,737 Treasury Stock

0 performance rights of the same
Class of the PR Tranches remain on
issue
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Yes
Specific authority for the issue and acquisition,
including a reference to the rule pursuant to which the
issue and acquisition is made
Board resolution dated 22 August
2022, NZX Listing Rules 4.6.1,
4.9.1(b) and 4.14.1(b)(ii) and Waiver
from Listing Rule 4.14.1(b)(ii)(A)
granted by NZ RegCo on 22 August
2022.
Terms or details of the issue and acquisition (for
example: restrictions, escrow arrangements)
Heartland issued listed ordinary
shares ranking equally with the
existing ordinary shares on issue of
Heartland.
Refer to the ‘LTI Buyback Disclosure
Document’ released on 23 August
2022 by Heartland for further details
of the acquisition.
Date of issue/acquisition 16 September 2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Phoebe Gibbons

Capital Change Notice



Contact person for this announcement Phoebe Gibbons
Contact phone number 021775859
Contact email address Phoebe.Gibbons@Heartland.co.nz
Date of release through MAP

19 September 2022