D&O Disclosures – Multiple
Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer: Pacific Edge Limited
Date this disclosure made:25-Oct-23
Date of last disclosure: 8-Sep-23
Director or senior manager giving disclosure
Full name(s):Peter Meintjes
Name of listed issuer:Pacific Edge Limited
Name of related body corporate (if applicable):N/A
Position held in listed issuer:Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Options to acquire shares
Nature of the affected relevant interest(s):Legal and beneficial owner
For that relevant interest-
Number held in class before acquisition or disposal:Current interest in 10,989,382 ordinary shares,
made up of 386,016 ordinary shares and
10,603,366 options to acquire ordinary shares
Number held in class after acquisition or disposal:Current interest in 3,386,016 ordinary shares,
made up of 386,016 ordinary shares and
3,000,000 options to acquire ordinary shares
Current registered holder(s):Peter Meintjes
Registered holder(s) once transfers are registered:N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative: N/A
Class of underlying financial products:N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financial
products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative(if any):N/A
The price specified in the terms of the derivative (if any):N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative,-
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant
interest in the derivative:
N/A
DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:
25-Oct-23
Nature of transaction:
Issue of options to acquire ordinary shares
pursuant to an option agreement between
Peter Meintjes and the Company dated on or
about the date of this disclosure notice.
Subject to the continuous employment of the
option holder (other than as a result of death or
disability), the options will vest in three equal
tranches, being 2 Years after issue, 3 Years
after issue and the last tranche 4 Years after
issue.
• Year 2 - 2,534,455 options
• Year 3 - 2,534,455 options
• Year 4 - 2,534,456 options
Options must be exercised within 4 years of the
relevant vesting date, unless the option holder
ceases to be an employee of the Company (or
a subsidiary) other than as a result of
permanent retirement, death or disability in
which case all options that have vested must
be exercised within two months of the date on
which the option holder ceases to be
employed.
Name of any other party or parties to the transaction (if known):
N/A
The consideration, expressed in New Zealand dollars, paid or received for the acquisition
or disposal. If the consideration was not in cash and cannot be readily by converted into
a cash value, describe the consideration:
Options are issued for nil consideration.
To exercise any of the Options, cash
consideration of:
o NZD$0.253 per share for the Year 2
Options;
o NZD$0.285 per share for the Year 3
Options; and
o NZD$0.320 per share for the Year 4
Options,
is payable on the exercise of the Options.
The option holder will have the option to elect a
cashless
settlement in which case the Company will
issue to the option
holder a lesser number of shares calculated as:
(i) the number of shares specified in the
relevant option notice; less
(ii) an amount equal to the total exercise price
for the relevant
options divided by the 5 day VW AP of the
Company's shares on
the NZX Main Board on the trading day before
the option holder's
exercise of the Options (such amount
represented as a number of
shares rather than a dollar value, and rounded
down to the
nearest share).
Number of financial products to which the transaction related:
Options to acquire 7,603,366 Shares
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
W hether relevant interests were acquired or disposed of during a closed period:
N/A
DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF
W hether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying financial
products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:N/A
Maturity date of the derivative (if any):N/A
Expiry date of the derivative (if any):N/A
The price's specified terms (if any):N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the
underlying financial products:
N/A
For that derivative relevant interest,-
N/A
Parties to the derivative: N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant
interest in the derivative:
N/A
Certification
I, 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.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
Name and title of authorised person:
DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF
24-Oct-2023
---
Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Pacific Edge Limited
Date this disclosure made:
25-Oct-23
Date of last disclosure:
8-Sep-23
Director or senior manager giving disclosure
Full name(s):
Grant Gibson
Name of listed issuer:
Pacific Edge Limited
Name of related body corporate (if applicable):
NA
Position held in listed issuer:
Chief Financial Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Options to acquire shares
Nature of the affected relevant interest(s):
Legal and beneficial owner
For that relevant interest-
Number held in class before acquisition or disposal:
Current interest in 520,118 ordinary
shares, made up of 88,457 ordinary
shares and 431,661 options to acquire
ordinary shares
Number held in class after acquisition or disposal:
Current interest in 1,349,092 ordinary
shares, made up of 88,457 ordinary
shares and 1,260,635 options to
acquire ordinary shares
Current registered holder(s):
Grant Gibson
Registered holder(s) once transfers are registered:
N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative:
N/A
Class of underlying financial products:
N/A
Details of affected derivative-
The notional value of the derivative (if any) or the notional amount of underlying financial
products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative(if any):
N/A
The price specified in the terms of the derivative (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the underlying
financial products:
N/A
For that derivative,-
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant
interest in the derivative:N/A
DocuSign Envelope ID: BF1EFE3F-E2C8-4CD6-BAFE-614617193662
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:25-Oct-23
Nature of transaction:
Issue of options to acquire ordinary
shares pursuant to an option
agreement between Grant Gibson and
the Company dated on or about the
date of this disclosure notice.
Subject to the continuous employment
of the option holder (other than as a
result of death or disability), the
options will vest in three equal
tranches, being 2 Years after issue, 3
Years after issue and the last tranche
4 Years after issue.
• Year 2 - 276,325 options
• Year 3 - 276,325 options
• Year 4 - 276,324 options
Options must be exercised within 4
years of the relevant vesting date,
unless the option holder ceases to be
an employee of the Company (or a
subsidiary) other than as a result of
permanent retirement, death or
disability in which case all options that
have vested must be exercised within
two months of the date on which the
option holder ceases to be employed.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the acquisition
or disposal. If the consideration was not in cash and cannot be readily by converted into a
cash value, describe the consideration:
Options are issued for nil
consideration.
To exercise any of the Options, cash
consideration of:
o NZD$0.253 per share for the Year 2
Options;
o NZD$0.285 per share for the Year 3
Options; and
o NZD$0.320 per share for the Year 4
Options,
is payable on the exercise of the
Options.
The option holder will have the option
to elect a cashless
settlement in which case the Company
will issue to the option
holder a lesser number of shares
calculated as:
(i) the number of shares specified in
the relevant option notice; less
(ii) an amount equal to the total
exercise price for the relevant
options divided by the 5 day VWAP of
Number of financial products to which the transaction related: Options to acquire 828,974 Shares
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
DocuSign Envelope ID: BF1EFE3F-E2C8-4CD6-BAFE-614617193662
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-N/A
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying financial
products (if any):
N/A
A statement as to whether the derivative is cash settled or physically settled:
N/A
Maturity date of the derivative (if any):
N/A
Expiry date of the derivative (if any):
N/A
The price's specified terms (if any):
N/A
Any other details needed to understand how the amount of the consideration payable
under the derivative or the value of the derivative is affected by the value of the underlying
financial products:
N/A
For that derivative relevant interest,-
N/A
Parties to the derivative:
N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant
interest in the derivative:
N/A
Certification
I, 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.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
Name and title of authorised person:
Notes
Use this form to disclose all the acquisitions and disposals by a director or senior manager
of a listed issuer, or of a related body corporate, or in specified derivatives. The disclosure
must be made within—
(a) 20 working days after the first acquisition or disposal disclosed in this notice
if the aquisitions or disposals are of a kind referred to in section 297(2)(a) of the Financial
Markets Conduct Act 2013; or
(b) in any other case, 5 trading days after the first acquisition or disposal
disclosed in this notice.
DocuSign Envelope ID: BF1EFE3F-E2C8-4CD6-BAFE-614617193662
25-Oct-2023
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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