NZ RegCo Share Price Enquiry Into Black Pearl Group Ltd

WGN
Level 1
11 Cable Street
Wellington 6011
New Zealand
PO Box 2959
P +64 4 472 7599
AKL
Level 15
45 Queen Street
Auckland 1010
New Zealand
PO Box 106 555
P +64 9 368 1375





7 December 2022

Karen Cargill
Chief Financial Officer
Black Pear Group Limited
By email: karen.cargill@blackpearlmail.com

Dear Ms Cargill,

Black Pearl Group Ltd (BPG) – Price Enquiry

We write with respect to the continuous disclosure obligations set out in the Listing Rules (Rules).
Listing Rule 3.1.1 (”the rule”) is set out in the Schedule attached to this letter. In summary, this
rule requires issuers to immediately disclose any Material Information to NZX Limited (“NZ
RegCo”). The rule provides limited exceptions to this obligation. Material Information does not
need to be disclosed where a reasonable person would not expect the information to be disclosed
and where the information is confidential and its confidentiality is maintained and where one of five
safe harbours applies.

The price of BPG has fallen from its $1.25 listing price on 2 December 2022 to $0.40, being the
price at 2:15pm on 7 December 2022. This represents a fall of 68% over the four trading days it
has been listed.

Given this fall in the price of BPG shares, please advise NZ RegCo whether BPG continues to
comply with Listing Rule 3.1.1.

We would appreciate it if you could provide NZ RegCo with an answer to the above question
(email: surveillance@nzregco.com) before 9:00 am on Thursday, 8 December 2022.

Please provide your response to this letter in “PDF” format and note that it will be published in full
to the market.

Kind Regards,




Phil Solarz
Head of Surveillance
NZ RegCo

2
SCHEDULE

3.1 Disclosure of Material Information
3.1.1 Once an issuer becomes Aware of any Material Information relating to it, the Issuer must:
a) Promptly and without delay release that Material Information through MAP, and
b) Not disclose any Material Information to the public, any other stock exchanges (except as
provided for in Rule 3.26.2(d)) or any other party without first releasing that Material
Information through MAP.

3.1.2 Rule 3.1.1 does not apply when:
(a) One or more of the following applies:
i) Release of the information would be a breach of the law,
ii) The information concerns an incomplete proposal or negotiation,
iii) The information contains matters of supposition or is insufficiently definite to warrant
disclosure
iv) The information is generated for internal management purposes, or
v) The information is a trade secret,
(b) The information is confidential and its confidentiality is maintained, and
(c) A reasonable person would not expect the information to be disclosed.

3.2 False Market
3.2.1 An Issuer must promptly and without delay release Material Information through MAP to
the extent necessary to prevent development or subsistence of a market for its Quoted
Financial Products which is materially influenced by false or misleading information
emanating from:
a. the Issuer or any Associated Person of the Issuer, or
b. other persons in circumstances in each case which would give such information
substantial credibility,
and which is of a reasonably specific nature whether or not Rule 3.1.2 applies.

---

8 December 2022

Phil Solarz
Head of Surveillance
NZ RegCo

By email: surveillance@nzregco.com



Dear Mr Solarz,

Black Pearl Group Ltd (BPG) - Price Enquiry

We write in response to your Price Enquiry letter dated 7 December 2022.

We confirm that, as at the date of this letter, BPG continues to comply with its continuous
disclosure obligations under NZX Listing Rule 3.1.1.

Kind Regards,



Karen Cargill
Chief Financial Officer
Black Pearl Group Limited