Appendix 3B

Appendix 3B - Proposed issue of securities
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Announcement Summary
Entity name
HEARTLAND GROUP HOLDINGS LIMITED
Announcement Type
New announcement
Date of this announcement
8/4/2024
The Proposed issue is:
Total number of +securities proposed to be issued for an accelerated offer
ASX +security code+Security description
Maximum Number of
+securities to be issued
HGHORDINARY FULLY PAID FOREIGN EXEMPT NZX105,037,815
Trading resumes on an ex-entitlement basis (ex date)
9/4/2024
+Record date
9/4/2024
Offer closing date for retail +security holders
22/4/2024
Issue date for retail +security holders
26/4/2024
Total number of +securities proposed to be issued for a placement or other type of issue
ASX +security code+Security description
Maximum Number of
+securities to be issued
HGHORDINARY FULLY PAID FOREIGN EXEMPT NZX105,000,000
Proposed +issue date
15/4/2024
Refer to next page for full details of the announcement
A placement or other type of issueA placement or other type of issue
An accelerated offer

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Part 1 - Entity and announcement details
1.1 Name of +Entity
HEARTLAND GROUP HOLDINGS LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
ARBN
Registration Number
627849576
1.3 ASX issuer code
HGH
1.4 The announcement is
1.5 Date of this announcement
8/4/2024
1.6 The Proposed issue is:
1.6b The proposed accelerated offer is
Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)
A placement or other type of issueA placement or other type of issue
An accelerated offer
New announcement

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Part 3 - Details of proposed entitlement offer issue
Part 3A - Conditions
3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can
proceed on an unconditional basis?
Part 3B - Offer details
+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities
proposed to be issued
ASX +security code and description
HGH : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
If the entity has quoted company
options, do the terms entitle option
holders to participate on exercise?
Details of +securities proposed to be issued
ASX +security code and description
HGH : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs
issued over them)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is
foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
Has the offer ratio been determined?
The quantity of additional +securities
to be issued
20
For a given quantity of +securities
held
137
What will be done with fractional
entitlements?

Maximum number of +securities
proposed to be issued (subject to
rounding)
Yes
NoNo
Existing class
No

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Fractions rounded down to the nearest
whole number or fractions disregarded
rounding)
105,037,815
Offer price details for retail security holders
Has the offer price for the retail offer been determined?
In what currency will the offer be
made?
NZD - New Zealand Dollar
What is the offer price per +security
for the retail offer?
NZD 1.00000
AUD equivalent to Offer Price amount
per +security
0.91510000
Date of FX rate

5/4/2024
FX rate (in format AUD 1.00 / primary
currency rate):

AUD 1.00
FX rate (in format AUD rate/primary
currency rate) Primary Currency rate
NZD
Offer price details for institutional security holders
Has the offer price for the institutional offer been determined?
In what currency will the offer be
made?

NZD - New Zealand Dollar
What is the offer price per +security
for the institutional offer?
NZD 1.00000
AUD equivalent to Offer Price amount
per +security
0.91510000
Date of FX rate

5/4/2024
FX rate (in format AUD 1.00 / primary
currency rate):

AUD 1.00
FX rate (in format AUD rate/primary
currency rate) Primary Currency rate

Oversubscription & Scale back details
Will individual +security holders be permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Describe the limits on over-subscription
In addition to being able to take up their entitlement, Eligible Retail Shareholders who take up their entitlement in full may
apply for additional new shares not taken up by other retail shareholders up to a maximum of 100% above their pro-rata
entitlement.
Will a scale back be applied if the offer is over-subscribed?
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
No
Yes
Yes
Yes

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Part 3D - Timetable
3D.1a First day of trading halt
8/4/2024
3D.1b Announcement date of accelerated offer
8/4/2024
3D.2 Trading resumes on an ex-entitlement basis (ex date)
9/4/2024
3D.5 Date offer will be made to eligible institutional +security holders
8/4/2024
3D.6 Application closing date for institutional +security holders
8/4/2024
3D.8 Announcement of results of institutional offer
(The announcement should be made before the resumption of trading following the trading halt)
9/4/2024
3D.9 +Record date
9/4/2024
3D.10a Settlement date of new +securities issued under institutional
entitlement offer
12/4/2024
3D.10b +Issue date for institutional +security holders
15/4/2024
3D.10c Normal trading of new +securities issued under institutional
entitlement offer
15/4/2024
3D.11 Date on which offer documents will be sent to retail +security holders
entitled to participate in the +pro rata issue
11/4/2024
3D.12 Offer closing date for retail +security holders
22/4/2024
3D.13 Last day to extend retail offer close date
17/4/2024
3D.19 +Issue date for retail +security holders and last day for entity to
announce results of retail offer

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announce results of retail offer
26/4/2024
Part 3E - Fees and expenses
3E.1 Will there be a lead manager or broker to the proposed offer?
3E.1a Who is the lead manager/broker?
Jarden Securities Limited (company number 646979)
3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The Company agrees to pay a lead management fee of 1.0% of the total gross proceeds raised under the Placement and
ANREO.
3E.2 Is the proposed offer to be underwritten?
3E.2a Who are the underwriter(s)?
Jarden Partners Limited (company number 1797701)
3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?
Heartland has received a pre-commitment from its largest shareholder, Harrogate Trustee Limited, for approximately
NZ$14 million of the equity raise. The Placement and ANREO, excluding the amount pre-committed by Harrogate Trustee
Limited, are fully underwritten by Jarden Partners Limited.
3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?
The Company agrees to pay an underwriting fee of 1.5% of the total gross proceeds raised under the Placement and
ANREO excluding the amount pre-committed by Harrogate Trustee Limited.
3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated
A summary of the significant events that could lead to the underwriting being terminated are set out under the heading
"Underwriting Agreement" in the offer document.
3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Part 3F - Further Information
3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Proceeds of equity raise will be used to finance the balance of consideration payable for CBL acquisition, support
expected regulatory capital requirements of CBL and HBL, and cater for near-term asset projected growth post-completion
of CBL acquisition
3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining
entitlements to the issue?
3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful?
3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed
issue
No
No
No
Yes
Yes

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issue
All countries other than Australia and New Zealand, and such other jurisdictions (which will include Hong Kong, Norway,
Singapore and the United Kingdom) in which Heartland decides to make offers under applicable exemptions from
disclosure.
3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing
+securities
3F.5a Please provide further details of the offer to eligible beneficiaries
Nominees and custodians who hold Shares as nominees or custodians will receive a letter from Heartland on or about the
date on which the retail entitlement offer opens.
3F.6 URL on the entity's website where investors can download information about the proposed issue
www.heartlandshareoffer.co.nz
3F.7 Any other information the entity wishes to provide about the proposed issue
Eligible retail shareholders with an address recorded in Heartland¿s share register in Australia may apply for shares at the
A$ Price of A$0.9151 per New Share.
3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure
statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)?
3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
An applicable ASIC instrument or class order
No
Yes

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Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Will the proposed issue of this
+security include an offer of
attaching +securities?
Details of +securities proposed to be issued
ASX +security code and description
HGH : ORDINARY FULLY PAID FOREIGN EXEMPT NZX
Number of +securities proposed to be issued
105,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
In what currency is the cash
consideration being paid?
NZD - New Zealand Dollar
What is the issue price per
+security?
NZD 1.00000
AUD equivalent to issue price amount per +security
0.915100
FX rate (in format AUD 1.00 / primary
currency rate):

AUD 1.00
FX rate (in format AUD rate/primary
currency rate) Primary Currency rate
NZD
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Yes
No
Existing class
No

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Part 7C - Timetable
7C.1 Proposed +issue date
15/4/2024
Part 7D - Listing Rule requirements
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
7E.1a Who is the lead manager/broker?
Jarden Securities Limited (company number 646979)
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The Company agrees to pay a lead management fee of 1.0% of the total gross proceeds raised under the Placement and
ANREO.
7E.2 Is the proposed issue to be underwritten?
7E.2a Who are the underwriter(s)?
Jarden Partners Limited (company number 1797701)
7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is
underwritten)?
Heartland has received a pre-commitment from its largest shareholder, Harrogate Trustee Limited, for approximately
NZ$14 million of the equity raise. The Placement and ANREO, excluding the amount pre-committed by Harrogate Trustee
Limited, are fully underwritten by Jarden Partners Limited.
7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?
The Company agrees to pay an underwriting fee of 1.5% of the total gross proceeds raised under the Placement and
ANREO excluding the amount pre-committed by Harrogate Trustee Limited.
7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.
A summary of the significant events that could lead to the underwriting being terminated are set out under the heading
¿Underwriting Agreement¿ in the offer document.
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Yes
Yes
No
No

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Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Proceeds of equity raise will be used to finance the balance of consideration payable for CBL acquisition, support
expected regulatory capital requirements of CBL and HBL, and cater for near-term asset projected growth post-completion
of CBL acquisition
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
7F.2 Any other information the entity wishes to provide about the proposed issue
As noted in the investor presentation released today, the offer also includes the issue of approximately 1.0 m new
Heartland ordinary shares to Washington H. Soul Patterson and Company Limited as consideration for the acquisition of
0.65% of the shares in Alex Corporation Limited, the holding company for Alex Bank. The shares will be issued at the
offer price. This component of the offer is a targeted placement to a single vendor following a negotiation on arm¿s length
terms as to the basis of participation, and as such the responses in the balance of this Appendix 3B relate to the
placement being undertaken to raise capital.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
An applicable ASIC instrument or class order
No