Employee Share Schemes – Issue of Rights
My Food Bag Group Limited
My Food Bag Group Limited
NZCN 6113607
ARBN 646 807 301
20 December 2022
NZX/ASX Code: MFB
MY FOOD BAG – GRANT OF SHARE/PERFORMANCE RIGHTS
As previously indicated, My Food Bag operates two incentive schemes: (1) an employee share
ownership scheme linked to retention for all permanent employees (other than those participating
in the LTI) working at least 30 hours per week; and (2) a long term incentive scheme for senior
employees which is partly linked to retention and partly linked to performance. The primary grant
under these incentive schemes occurred on 30 June 2022 following the release of My Food Bag's
FY22 results. My Food Bag has now completed a secondary grant predominantly for those
employees who did not participate in the earlier grant or have had a material change in role.
Employee share ownership scheme (ESOS)
65,949 Share Rights have been issued to eligible employees of My Food Bag under the company's
employee share ownership scheme. An updated Capital Change Notice reflecting this grant
accompanies this announcement. As set out in that notice, 43,966 Share Rights have lapsed and
been cancelled since the earlier grant in 2022 due to participants failing to satisfy the vesting
conditions (e.g. as employees have left the business during this period).
Long term incentive schemes (LTI)
154,675 Performance Rights have been issued to eligible senior employees of My Food Bag under
the company's long term incentive scheme. An updated Capital Change Notice reflecting this grant
accompanies this announcement. As set out in the notice, 658,398 Performance Rights have lapsed
and been cancelled since the earlier grant in 2022 due to participants failing to satisfy the vesting
conditions (e.g. as employees have left the business during this period).
More details in relation to each grant is included in the accompanying Capital Change Notices.
Authorised by:
Mark Winter, CEO
Ends
For investor or analyst queries, please contact:
Mark Winter
ir@myfoodbag.co.nz
---
Notice of issue of Share Rights under the My Food Bag's Employee Share Ownership Scheme
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Share Rights to certain
eligible employees under My Food Bag's employee share ownership scheme. If the Share Rights vest
(based on a retention condition over the 18 month vesting period) the holder may exercise an option to
acquire ordinary shares in My Food Bag.
Section 1: Issuer information
Name of issuer My Food Bag Group Limited
NZX ticker code MFB
Class of financial product Share Rights, each representing
an entitlement (upon vesting and
exercise) to acquire an ordinary
share in My Food Bag Group
Limited
ISIN (If unknown, check on NZX website) N/A (the ISIN of MFB's ordinary
shares is NZMFBE0004S1)
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed 65,949 Share Rights
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil – Share Rights are issued
under the scheme to eligible
employees for no consideration
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
1
19.31% of Share Rights on issue
(as a percentage of Share Rights
in existence immediately prior to
the issue, but after cancellation
of those Share Rights issued on or
about 30 June 2022 and which
have lapsed due to a failure to
satisfy the vesting conditions).
If these Share Rights vest and are
exercised, this would equate to
0.03% of the ordinary shares of
My Food Bag Group Limited
currently on issue.
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
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)
Issue of Share Rights pursuant to
My Food Bag's employee share
ownership scheme. The Share
Rights give the holder the right to
acquire ordinary shares in My
Food Bag Group Limited, which
may be exercised if the Share
Rights vest.
The Share Rights will vest if the
holder remains employed by My
Food Bag during an 18 month
vesting period (and, for clarity, no
disqualifying factors apply at the
end of that period).
There is no amount payable by
the holder either on the grant of
the Share Rights or in relation to
the issue of ordinary shares if
those Share Rights vest and are
exercised.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Share Rights pursuant to
My Food Bag's employee share
ownership scheme. Board
resolution dated 5 December
2022 and permitted by NZX
Listing Rule 4.6.1.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
407,531 Share Rights.
There is no treasury stock.
For reference, since the primary
grant during 2022 on or about 30
June 2022, 43,966 Share Rights
have lapsed due to a failure to
satisfy the vesting conditions.
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 5
December 2022 and permitted by
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As above. Any ordinary share
issued on the vesting and
exercise of the Share Rights will
be credited as fully paid up and
rank equally in all respects with
the other ordinary shares of My
Food Bag Group Limited.
Date of issue/acquisition/redemption 20 December 2022
Section 3: Authority for this announcement and contact person
Name of personauthorised to make this announcement
Mark Winter, Chief Executive Officer
Contact person for this announcement Mark Winter, Chief Executive Officer
Contact phone number
+64 9 886 9840
Contact email address ir@myfoodbag.co.nz
Date of release through MAP20 December 2022
---
Notice of issue of Performance Rights under the My Food Bag's Long Term Incentive Plan
This notice is given under NZX Listing Rule 3.13.1 and relates to the issue of Performance Rights to
certain senior employees under My Food Bag's long term incentive plan. If the Performance Rights vest
(based on certain vesting conditions, including the achievement of a performance hurdle(s)) the holder
may exercise an option to acquire ordinary shares in My Food Bag.
Section 1: Issuer information
Name of issuer My Food Bag Group Limited
NZX ticker code MFB
Class of financial product Performance Rights, each
representing an entitlement
(upon vesting and exercise) to
acquire an ordinary share in My
Food Bag Group Limited
ISIN (If unknown, check on NZX website) N/A (the ISIN of MFB's ordinary
shares is NZMFBE0004S1)
Currency N/A
Section 2: Capital change details
Number issued/acquired/redeemed 154,675 Performance Rights
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Nil – Performance Rights are
issued under the plan for no
consideration
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
1
13.31% of Performance Rights on
issue (as a percentage of the
Performance Rights in existence
immediately prior to the issue,
but after cancellation of those
Performance Rights issued on or
about 30 June 2022 and which
have lapsed due to a failure to
satisfy the vesting conditions).
If these Performance Rights vest
and are exercised, this would
equate to 0.06% of the ordinary
shares of My Food Bag Group
Limited currently on issue.
1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.
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)
Issue of Performance Rights
pursuant to My Food Bag's long-
term incentive plan. The
Performance Rights give the
holder the right to acquire
ordinary shares in My Food Bag
Group Limited, which may be
exercised if the Performance
Rights vest.
For participating senior
employees other than the CEO,
50% of the Performance Rights
are linked purely to retention,
with the holder required to
remain an employee of My Food
Bag for the duration of an 18
month vesting period. The other
50% of the Performance Rights
require this retention condition
to be satisfied, as well as My
Food Bag to achieve a defined
performance hurdle in respect of
its total return to shareholders
over a two year performance
period relative to other
companies in the NZX50.
All of the 56,369 Performance
Rights issued to the CEO have this
TSR performance hurdle element
(in addition to retention).
There is no amount payable by
the holder either on the grant of
the Performance Rights or in
relation to the issue of ordinary
shares if those Performance
Rights vest and are exercised.
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Issue of Performance Rights
pursuant to My Food Bag's long
term incentive plan. Board
resolutions dated 5 December
2022 and permitted by NZX
Listing Rule 4.6.1.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
1,316,795 Performance Rights.
There is no treasury stock.
For reference, since the primary
grant during 2022 on or about 30
June 2022, 658,398 Performance
Rights have lapsed due to a
failure to satisfy the vesting
conditions.
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Board resolutions dated 5
December 2022 and permitted by
NZX Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
As above. Any ordinary share
issued on the vesting and
exercise of the Performance
Rights will be credited as fully
paid up and rank equally in all
respects with the other ordinary
shares of My Food Bag Group
Limited.
Date of issue/acquisition/redemption 20 December 2022
Section 3: Authority for this announcement and contact person
Name of personauthorised to make this announcement
Mark Winter, Chief Executive Officer
Contact person for this announcement Mark Winter, Chief Executive Officer
Contact phone number
+64 9 886 9840
Contact email address ir@myfoodbag.co.nz
Date of release through MAP20 December 2022
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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