Being AI Limited (“BAI”) – Trading Halt of Securities

NZX Limited
Level 2, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6140
New Zealand
Tel +64 4 472 7599

www.nzx.com

Memorandum

To:
Market Participants
From:
NZX Product Operations
Date:
Wednesday, 4 December 2024
Subject
: Being AI Limited (“BAI”) – Trading Halt of Securities


Message
:
NZ RegCo refers to the announcement released on Monday, 2 December 2024 regarding
NZ RegCo exercising its discretion to apply a trading halt to ordinary shares of Being AI Limited
(“BAI”). The trading halt on BAI ordinary shares was placed before market open on Monday,
2 December 2024.

BAI has requested a further trading halt on its ordinary shares and NZ RegCo has approved the
trading halt application from BAI.

Attached is the trading halt application for further information.

Please contact NZX Product Operations on +64 4 496 2853 or productoperations@nzx.com
with any queries.

ENDS

---

4 December 2024

To: NZ RegCo
11 Cable Street
Wellington
New Zealand

By email: issuer@nzregco.com

Request for trading halt: Being AI Limited (NZX Code: BAI)
Being AI requests a trading halt be applied to its ordinary shares quoted on NZX (the Shares)
under NZX Listing Rule 9.9.1(a) and set out below details of the request as per the rules of NZX.
Being AI would like the trading halt to commence immediately.
Reasons for trading halt
As announced to the market on Friday 29 November 2024, Being AI has entered into an
agreement to sell all of its shares in Being Consultants Limited (BCL) to 2384 LP (the
Purchaser).
On Monday 2 December 2024, NZ RegCo exercised its discretion to apply a trading halt to the
Shares while details relating to the sale of BCL were provided to NZ RegCo.
On the evening of 3 December 2024, Being AI received further information from parties
associated with the Purchaser, which challenged the validity of the sale and purchase
agreement entered into between Being AI and the Purchaser relating to the sale of BCL.
The trading halt to the Shares is therefore necessary:
(a) to allow the Purchaser time to resolve any legal challenge to the Purchaser’s entry into
the sale and purchase agreement with Being AI;
(b) for Being AI to ensure it has certainty relating to validity of the sale of BCL to the
Purchaser; and
(c) to enable Being AI to obtain sufficient information relating to the sale of BCL before
making any further announcements of the details of that sale to the market.

How long we want the trading halt to last
Being AI requests that the trading halt remain in place for up to two trading days, and that the
trading halt be lifted on the earlier to occur of:
(a) a further announcement from Being AI being made in relation to the sale of BCL; and
(b) opening of trading on the Friday, 6 December 2024.
The event we expect to happen that will end the trading halt
Being AI expects the trading halt to end once it is has received confirmation from the Purchaser
that the legal challenge to its acquisition of BCL has been resolved. At that point, Being AI will
be in a position to release an announcement to the market which contains further details of the
sale of BCL.
We confirm that we are not aware of any reason why the trading halt should not be granted.
Yours sincerely


Andy Higgs
Chairman
Being AI Limited
Email: andy@beingai.group
Phone: 021 760 108