SPH Notice – Waterman LP and Waterman

1
Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX Limited
and
To My Food Bag Group Limited (MFB)
Date this disclosure made: 31 March 2023
Date last disclosure made: 23 May 2022
Date on which substantial holding ceased: 31 March 2023
Substantial product holder(s) giving disclosure
Full name(s): Waterman Fund 3 LP (Waterman LP) and Waterman Capital (Fund 3) Limited
(Waterman)
Summary of previous substantial holding
Class of quoted voting products: Ordinary shares in MFB (NZX Code: MFB)
Summary for Waterman LP and Waterman
For last disclosure,—
(a) total number held in class: 38,165,965
(b) total in class: 242,437,524
(c) total percentage held in class: 15.743%
For current holding after ceasing to have substantial holding,—
(a) total number held in class: 0
(b) total in class: 0
(c) total percentage held in class: 0%
Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure: On 31 March 2023,
Waterman LP transferred 38,165,965 fully paid ordinary shares in MFB to Long Term Food
Group LP (LTFG LP), a new limited partnership to be managed on an ongoing basis by
Waterman, as the investment manager of LTFG LP.
The transfer was completed off-market, and was conducted pursuant to an agreement for
sale and purchase of shares between Waterman LP and LTFG LP dated 31 March 2023. As
consideration for the transfer of Waterman LP’s MFB shares to LTFG LP, LTFG LP issued
partnership interests to Waterman LP with an aggregate value equivalent to $9,075,000.
Additional information
Address(es) of substantial product holder(s): Level 34/48 Shortland Street, Auckland

2
Central, Auckland, 1010
Contact details: Amanda Smith, +64 9 551 8173, Amanda.Smith@waterman.co.nz
Nature of connection between substantial product holders: Waterman has the power to
control the acquisition and disposition of, and the exercise of the right to vote attached to,
the Shares held by Waterman LP as manager of that fund under an investment
management contract.
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: LTFG LP and Waterman Capital (Fund 3) Limited
Certification
I, Amanda Smith, 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.