Proposed Share Transaction Requiring Shareholder Approval

MARKET ANNOUNCEMENT
NZX: WIN / ASX: WTN
17 November 2023

PROPOSED SHARE TRANSACTION REQUIRING SHAREHOLDER APPROVAL
Winton Land Limited’s (Winton) existing shareholders Wanaka Partners, LLC (Wanaka Partners) and
TC Akarua 2 Pty Ltd (as trustee of the TC Akarua Sub Trust) (Akarua), a real estate vehicle managed
by Macquarie Asset Management, have disclosed entry into an agreement pursuant to which
Wanaka Partners will sell 14,830,687 Winton shares (representing 5.0% of Winton’s total issued
shares) to Akarua for NZ$2.50 per share (the Transaction).
The Transaction is proposed to be completed in two tranches, with the first tranche being
unconditional and expected to settle on 1 December 2023, under which Akarua will acquire
7,839,521 Winton shares, resulting in a holding of 19.99%. Under the second tranche Akarua will
acquire 6,991,166 Winton shares, resulting in a holding of 22.35% (the Second Tranche). The Second
Tranche is conditional on the approval of Winton shareholders by ordinary resolution pursuant to
Rule 7(c) of the Takeovers Code given it will result in Akarua holding in excess of 20% of Winton’s
shares. Wanaka Partners, Akarua and their associates will not be permitted to vote on the resolution
to approve the Second Tranche.
Winton expects a meeting of shareholders to approve the Second Tranche will be held in January
2024, with notice provided to shareholders in due course.
Akarua has confirmed to Winton that it does not have any intention to acquire shares in Winton to
the extent that Winton would become an “overseas person” for the purposes of New Zealand’s
Overseas Investment Act (i.e. it has no intention of acquiring shares above an aggregate
shareholding of 25% of Winton’s total shares on issue).
Chris Meehan, Winton Chairman and CEO, said: “Macquarie Asset Management through one of its
real estate vehicles, has been a fantastic shareholder since Winton’s initial public offering in
December 2021, and we are thrilled they want to increase their shareholding as we continue to grow
the business.”
James Kemp, Head of Real Estate, Asia Pacific, Macquarie Asset Management, said: “Winton is a
robust and growing business, and we are delighted to increase our shareholding to further cement
our participation in the company.”
Ends.

For further information, please contact:
Justine Hollows
GM, Corporate Services
(+64) 27 836 1875
justine.hollows@winton.nz

About Winton
Winton is a residential land developer that specialises in developing integrated and fully
masterplanned neighbourhoods. Across its 14 masterplanned communities, Winton has a portfolio
of 26 projects expected to yield a combined total of circa 6,500 residential lots, dwellings, apartment
units, retirement village units and commercial lots. Winton listed on the NZX and ASX in 2021.
www.winton.nz