SPH Notice - F&N Ventures Pte. Ltd. (F&N Ventures)
1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Comvita Limited (Comvita)
Date this disclosure made: 18 May 2026
Date on which substantial holding began: 18 May 2026
Substantial product holder(s) giving disclosure
Full name(s):
F&N Ventures Pte. Ltd. (F&N Ventures)
Fraser and Neave, Limited (F&N). F&N Ventures is a wholly-owned subsidiary of F&N. F&N is the
holding company of the Fraser and Neave Group.
Thai Beverage Public Company Limited (ThaiBev). ThaiBev owns approximately 69.66% of the shares
in F&N and is the ultimate holding company of F&N Ventures.
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Comvita (ISIN: NZCVTE0001S7, NZX Code: CVT)
(Shares)
Summary for F&N Ventures, F&N and ThaiBev
For this disclosure,—
(a) total number held in class: 25,954,823
(b) total in class: 129,839,035
(c) total percentage held in class: 19.990%
Details of relevant interests
Details for F&N Ventures
Nature of relevant interest(s): Legal and beneficial owner of Shares
For that relevant interest,—
(a) number held in class: 25,954,823
(b) percentage held in class: 19.990%
(c) current registered holder(s): F&N Ventures
(d) registered holder(s) once transfers are registered: Not applicable
2
Details for F&N and ThaiBev
Nature of relevant interest(s): Power to control the exercise of a right to vote attached to, and the
acquisition or disposal of, Shares by virtue of being a holding company of F&N Ventures
For that relevant interest,—
(a) number held in class: 25,954,823
(b) percentage held in class: 19.990%
(c) current registered holder(s): F&N Ventures
(d) registered holder(s) once transfers are registered: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
On 15 April 2026, F&N Ventures provided an underwriting and top-up commitment (the Commitment
Letter) to Comvita in connection with its pro-rata renounceable rights offer to existing shareholders (the
Entitlement Offer).
Pursuant to the Commitment Letter, F&N Ventures undertook to subscribe for all new Shares in Comvita
offered by Comvita in the Entitlement Offer that are not subscribed for by its existing shareholders,
provided that F&N Ventures’ shareholding shall not exceed 19.99% of all of the Shares in Comvita on
issue upon completion of the issuance of those Shares (the Underwriting Commitment). The
subscription price under the Underwriting Commitment was equal to the price under the Entitlement
Offer of NZ$0.65 per Share.
Under the terms of the Commitment Letter, if the shareholding of F&N Ventures is less than 19.99% of
all Shares on completion of the Entitlement Offer, Comvita agreed to provide a top-up issuance of
additional Shares as necessary to increase F&N Ventures’ shareholding to 19.99% of the total Shares
on issue upon completion of the issuance of those Shares, at an issue price of NZ$0.80 per share (the
Top-up Placement).
Following completion of the Entitlement Offer and pursuant to the Underwriting Commitment and Top-Up
Placement, 25,954,823 new Shares were issued to F&N Ventures on 18 May 2026 for an aggregate
price of NZ$18,844,410.10.
Additional information
Address(es) of substantial product holder(s):
For F&N Ventures and F&N:
438 Alexandra Road #20-00
Alexandra Point
Singapore 119958
3
For ThaiBev:
14 Sangsom Building
Vibhavadi Rangsit Road
Chomphon, Chatuchak
Bangkok 10900
Thailand
Contact details: James Cooney, +64 9 916 8800, james.cooney@bellgully.com
Nature of connection between substantial product holders:
As mentioned above:
• F&N Ventures is a wholly-owned subsidiary of F&N; and
• F&N is approximately 69.66% owned by ThaiBev.
Name of any other person believed to have given, or believed to be required to give, a disclosure under
the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure
relates: Not applicable
Certification
I, Christopher Leong, 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.
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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