My Food Bag Group Limited logo

Delisting from ASX

Listing Change18 May 2023MFBFinancials

3442-1009-8723, v. 1
19 MAY 2023

NZX/ASX Code: MFB

MY FOOD BAG GROUP LIMITED – ANNOUNCEMENT OF DE-LISTING FROM ASX

My Food Bag Group Limited announces that it has submitted a formal application to ASX Limited

(ASX) for its removal from the official list of ASX.

ASX De-listing of My Food Bag Group Limited

My Food Bag's primary or 'home' exchange is the New Zealand Stock Exchange (NZX) and its listing

on the ASX is a secondary, foreign exempt listing. If removal from the official list of ASX is approved,

the company will continue to be listed on the Main Board of the NZX and trading on the NZX will

continue after the ASX de-listing process.

Tony Carter, Chair of My Food Bag, says, “Delisting from the ASX will save the business money and is

consistent with the review of our cost base to identify cost-saving initiatives. Trading in the

company’s shares on the ASX has poor liquidity and low daily trading volumes, so the Board

considers the cost of continuing a listing on the ASX outweighs the benefits.”

Prior to submission of the company’s formal application, the company applied for, and received, in-

principle advice from ASX confirming that ASX would be likely to remove the company from the

official list of ASX, subject to compliance with certain conditions noted below. The company intends

to fully comply with the conditions.

If the ASX approves delisting, the company’s shares will no longer be quoted on ASX and they will no

longer be able to be traded on the ASX. The company will remain incorporated in New Zealand, and

will continue to be subject to the relevant corporate and securities laws of New Zealand as well as

the rules and regulations of the Financial Markets Authority. Ordinary shares in the company will

continue to be listed and traded on the NZX and the company will continue to be subject to the NZX

Listing Rules.

Details of the de-listing process and arrangements for affected shareholders

As noted above, the company has received in-principle advice from ASX that based solely on the

information provided to it, on receipt of an application for the removal of MFB from the official list

of ASX pursuant to ASX Listing Rule 17.11 (which MFB has submitted to ASX today), ASX would be

likely to agree to remove the company from the official list of ASX on a date to be determined by

ASX in consultation with the company, subject to compliance with the following conditions:

The company sends a written or electronic communication to all security holders, in form

and substance satisfactory to ASX, setting out:

othe nominated time and date at which the entity will be removed from the ASX

official list and that:

if they wish to sell their securities in the ASX, they will need to do so before

then; and

if they don’t, thereafter they will only be able to sell their securities on-

market on the other exchange or exchanges where the entity is listed;

ogenerally what they will need to do if they wish to sell their securities on the other

exchange or exchanges where the entity is listed; and

3442-1009-8723, v. 1
The removal of the Company from the ASX official list not take place any

earlier than one month after the above-mentioned communication has

been sent to security holders, so that security holders have at least that

period to sell their securities on the ASX should they wish to do so; and

The Company releases the full terms of this decision to the market upon formal application

to delist the company from the official list of the ASX.

The company intends to dispatch the required shareholder communication to all shareholders by 20

May 2023 and, subject to agreement with ASX, expects to be removed from the official list of the

ASX on 23 June 2023, being no earlier than one month from the date the shareholder

communication has been sent to shareholders. Any changes to this timetable will be notified by a

market announcement to ASX.

The consequences for the company and its shareholders if the company is ultimately removed from

the official list of ASX include the following:

The company’s shares will no longer be quoted on ASX and they will no longer be able to be

traded on the ASX. This means that shareholders will no longer have the ability to sell their

existing shares and realise their investment in the company via trading on ASX;

The company’s shares will only be capable of sale via trading on the NZX or via off-market

private transactions (subject to compliance with New Zealand law);

The company will no longer be able to raise capital on the ASX from the issue of securities to

be quoted on ASX;

The company will no longer be subject to the ASX listing rules that applied to a foreign

exempt issuer.

In accordance with one of the de-listing conditions imposed by ASX, My Food Bag will shortly

dispatch a communication to all shareholders providing a timetable for de-listing and explaining

what action affected shareholders may take in the period up to the date the company is removed

from the official list of ASX. It will also provide information on how shareholders can continue to

trade in shares in the company on the NZX after the company is removed from the official list of ASX.

The company’s shareholders may sell their shares on the ASX up until the date that the company is

removed from the official list of ASX. This will provide shareholders with around one month to seek

to sell their shares on ASX if they wish to exit their investment in the company prior to the

company’s de-listing from ASX. Following the company’s de-listing from ASX, the shareholders will

need to trade their shares on NZX via a broker who is able to buy and sell shares on NZX.

The company confirms that where a shareholder considers that as a result of the de-listing the

affairs of the company are being conducted in a manner that is oppressive, unfairly discriminatory or

unfairly prejudicial to that shareholder they may apply to the Court for an order seeking remedies

under section 174 of the Companies Act 1993 (New Zealand).

Authorised by:

Board of Directors of My Food Bag Group Limited

3442-1009-8723, v. 1
Ends

For investor or analyst queries, please contact:

Leanne Dekker

+64 9 886 9840

ir@myfoodbag.co.nz

For media queries, please contact:

Louisa Kraitzick

021 299 2628

louisa.kraitzick@pead.co.nz

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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