Proposed Buyback of certain Option Shares

PO Box 1180, Nelson 7040
New Zealand

10-18 Bullen Street, Tahunanui, Nelson, New Zealand
0800 725 666

contact@kingsalmon.co.nz

www.kingsalmon.co.nz


09 October 2023
Proposed Buyback of certain Option Shares
New Zealand King Salmon Investments Ltd (NZX & ASX: NZK) announces that the
put option granted to Grant Rosewarne will remain available for exercise until 28
February 2024.
NZK announced on 1 November 2022 that, in connection with Mr Rosewarne’s
resignation, the company had agreed to grant Mr Rosewarne a put option in
connection with certain long term incentive plans for the purpose of repaying a
loan owed by Mr Rosewarne to the company in relation to the acquisition of
certain shares held by a family trust associated by Mr Rosewarne. The put
option was initially approved for a 12 month period.
As the put option has not been exercised within 12 months of 1 November 2022,
a further disclosure document for the purposes of section 61 of the Companies
Act 1993 to facilitate the exercise of the put option on the terms disclosed on 1
November 2022 accompanies this announcement and will be sent to all
shareholders shortly.
Authorised by:
Board of Directors of New Zealand King Salmon Investments Ltd

Ends

For investor, analyst or media queries please contact:
 Mark Dewdney, Chair, New Zealand King Salmon Investments Ltd
Mark Dewdney mbn1@xtra.co.nz

 Carl Carrington, CEO, New Zealand King Salmon Investments Ltd,
carl.carrington@kingsalmon.co.nz

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PO Box 1180, Nelson 7040
New Zealand



09 October 2023
New Zealand King Salmon – Proposed Buyback of certain Option Shares
New Zealand King Salmon Investments Limited (NZKS) (NZX & ASX: NZK) gives
notice under section 61(5) of the Companies Act 1993 (the Act) that the put
option granted to Grant Rosewarne, former Chief Executive of NZKS (the Put
Option) disclosed to shareholders on 1 November 2022 will remain available for
exercise until 28 February 2024.
Pursuant to the Put Option Mr Rosewarne may require NZKS to acquire up to
2,340,883 shares (the Option Shares) held by Mr Rosewarne and Bianca
Rosewarne as holders of the Rosewarne NZ Family Trust issued in connection
with certain long term incentive plans of NZKS for the purpose of repaying a loan
owed by Mr Rosewarne to NZKS in relation to the acquisition of the Option
Shares.
NZKS has determined that it will offer to acquire the Option Shares (Buyback
Offer). The terms of the Buyback Offer are as follows:
1. Pursuant to the Put Option, NZKS offers to buyback the Option Shares at
the volume weighted average price of NZKS’ ordinary shares (the Shares)
traded on the NZX Main Board for the five trading days prior to the
exercise of the Put Option.
2. The Put Option may only be exercised once, and the proceeds will be
applied to repayment of a loan owing by Mr Rosewarne to NZKS in relation
to the Option Shares.
As disclosed to shareholders on 1 November 2022, the Put Option may be
exercised by Mr Rosewarne such that the Option Shares are acquired by NZKS
on or before 28 February 2024. In certain circumstances, NZKS may be required
to purchase additional shares to enable Mr Rosewarne to repay the loan balance
owing in full at the repayment date of 28 February 2024. Such additional shares
will be bought back at the volume weighted average price of Shares traded on
the NZX Main Board for the five trading days prior to 28 February 2024.

PO Box 1180, Nelson 7040
New Zealand



To give effect to the Buyback Offer, the Board resolved on 6 October 2023:
1. to make the Buyback Offer;
2. that the acquisition of the Option Shares under the Buyback Offer is in the
best interests of NZKS and of benefit to the remaining shareholders;
3. that the terms of the Buyback Offer and the consideration offered for the
Option Shares are fair and reasonable to both the Company and the
remaining shareholders;
4. that it is not aware of any information that will not be disclosed to
shareholders:
4.1 which is material to an assessment of the value of the Option
Shares; and
4.2 as a result of which the terms of the Buyback Offer and
consideration offered for the Option Shares are unfair to
shareholders accepting the Buyback Offer;
5. that the Board is satisfied that NZKS will, immediately after acquiring the
Option Shares, satisfy the solvency test applied under section 52 of the
Companies Act 1993;
6. that, for the purposes of section 67A of the Companies Act 1993, the
Option Shares shall be cancelled on acquisition; and
7. to authorise any director of NZKS to sign such documents and do such
other things as may be necessary or appropriate to complete the Buyback
Offer.

Authorised by:
Board of Directors of New Zealand King Salmon Investments Ltd

Ends

PO Box 1180, Nelson 7040
New Zealand



For investor, analyst or media queries please contact:
 Mark Dewdney, Chair, New Zealand King Salmon Investments Ltd
Mark Dewdney mbn1@xtra.co.nz

 Carl Carrington, CEO, New Zealand King Salmon Investments Ltd,
carl.carrington@kingsalmon.co.nz