SPH Notice - David Ferrier, Henry Ferrier and Mangawhai
1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Bremworth Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 14 August 2026
Date this disclosure made: 14 August 2026
Date last disclosure made: 9 August 2026
Substantial product holder(s) giving disclosure
Full name(s): David Ferrier, Henry Lawford Lonsdale Ferrier and Mangawhai Collective
Limited (“Mangawhai”) acting in concert
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Bremworth Limited (NZX: BRW)
(“Bremworth”)
Summary for David Ferrier, Henry Lawford Lonsdale Ferrier and Mangawhai
For this disclosure,—
(a) total number held in class: 35,909,139.1681
(b) total in class: 69,089,365
(c) total percentage held in class: 51.975%
For last disclosure,—
(a) total number held in class: 35,909,139.1681
(b) total in class: 69,089,365
(c) total percentage held in class: 51.975%
Details of transactions and events giving rise to relevant event
On 14 August 2026, Henry Lawford Lonsdale Ferrier and Mangawhai entered into a voting
deed (the “Voting Deed”) under which Henry Lawford Lonsdale Ferrier:
(a) granted Mangawhai the power to exercise, and control the exercise of, all voting
rights attaching to his ordinary shares in Bremworth (including by appointing a proxy
or other representative on behalf of Henry Lawford Lonsdale Ferrier to vote his
Shares) in its absolute discretion;
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(b) agreed that he will not exercise (or direct the exercise of) any voting rights attaching
to his ordinary shares in Bremworth (including by appointing any proxy or other
representative); and
(c) will not, and will not agree to, sell, transfer or otherwise dispose of the holding or
control of his ordinary shares in Bremworth.
Entry into of the Voting Deed by Mangawhai and Henry Lawford Lonsdale Ferrier has
resulted in Mangawhai obtaining a relevant interest in the ordinary shares in Bremworth
held by Henry Lawford Lonsdale Ferrier. The Voting Deed is attached.
Details after relevant event
Details for Mangawhai Collective Limited
Nature of relevant interest(s):
(a) In respect of 13,444,899 ordinary shares in Bremworth: Relevant interest as
beneficial owner of ordinary shares in Bremworth. No relevant agreement document
needs to be attached under regulation 139.
(b) In respect of 188,943.1681 ordinary shares in Bremworth: The power to control the
exercise of voting rights attached to ordinary shares in Bremworth and the power to
control the sale of ordinary shares in Bremworth. The Voting Deed is attached.
(c) In respect of 22,275,297 ordinary shares in Bremworth: A qualified power to acquire
ordinary shares in Bremworth if a partial takeover offer is made by Mangawhai on
terms consistent with the lock-up deeds (each a “Lock-Up Deed”) entered into with
certain Bremworth shareholders (the “Accepting Shareholders”). Details of the
Accepting Shareholders and copies of each Lock Up Deed were disclosed in, or
attached to, the relevant disclosure filed by David Ferrier, Henry Lawford Lonsdale
Ferrier and Mangawhai on 9 August 2026.
For that relevant interest,—
(a) number held in class: 35,909,139.1681
(b) percentage held in class: 51.975%
(c) current registered holder(s): ASB Nominees Limited <203135> in respect of
13,444,899 ordinary shares
In respect of Henry Lawford Lonsdale Ferrier:
• JBWere (NZ) Nominees Limited in respect of
102,160 ordinary shares
• Sharesies Nominees Limited in respect of
86,783.1681 ordinary shares
In respect of the following Accepting Shareholders,
the persons stated below (or their relevant
custodian or nominee):
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• Rural Aviation in respect of 4,283,821 ordinary
shares
• Harrison in respect of 2,591,775 ordinary shares
• S Timpson and F Milne in respect of 2,402,679
ordinary shares
• M Timpson in respect of 2,402,679 ordinary
shares
• B Timpson in respect of 1,439,504 ordinary
shares
• A Timpson in respect of 1,472,615 ordinary
shares
• F Brown in respect of 2,000,000 ordinary shares
• T Woolf in respect of 1,269,666 ordinary shares
• M Woolf in respect of 1,266,668 ordinary shares
• A Woolf in respect of 1,266,666 ordinary shares
• Waites in respect of 738,467 ordinary shares
• Mcilraith in respect of 940,000 ordinary shares
• Zhang in respect of 200,757 ordinary shares
(d) registered holder(s) once transfers are registered: ASB Nominees Limited <203135>
(except for the shares held by Henry Lawford Lonsdale Ferrier or his custodian or
nominee, which is not applicable).
Details for Henry Lawford Lonsdale Ferrier
Nature of relevant interest(s): Relevant interest as beneficial owner of ordinary shares in
Bremworth. No relevant agreement document needs to be attached under regulation 139.
For that relevant interest,—
(a) number held in class: 188,943.1681 ordinary shares
(b) percentage held in class: 0.273%
(c) current registered holder(s): JBWere (NZ) Nominees Limited in respect of
102,160 ordinary shares
Sharesies Nominees Limited in respect of
86,783.1681 ordinary shares
(d) registered holder(s) once transfers are registered: Not applicable.
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Nature of relevant interest(s): Relevant interest as beneficial owner of ordinary shares in
Bremworth. No relevant agreement document needs to be attached under regulation 139.
Additional information
Address(es) of substantial product holder(s):
Mangawhai Collective Limited: Walker Wayland Auckland Limited, Level 14, 88 Shortland
Street, Auckland Central, 1010, New Zealand
David Ferrier: 233 Garnet Road, Westmere, Auckland, 1022, New Zealand
Henry Lawford Lonsdale Ferrier: 13 Browning Street, Grey Lynn, Auckland 1021, New
Zealand
Contact details:
Henry Lawford Lonsdale Ferrier
Phone: +64 21 025 30751
Email: henry@supplycorp.co.nz
Nature of connection between substantial product holders: David Ferrier, Henry Lawford
Lonsdale Ferrier and Mangawhai are acting in concert in relation to the acquisition of
relevant interests in ordinary shares in Bremworth Limited by Mangawhai and their
respective holdings. Henry Lawford Lonsdale Ferrier does not have any ownership in, or
control over, Mangawhai. As at the date of this notice, David Ferrier is the sole director and
shareholder of Mangawhai.
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: N/A
Certification
I, David McDougall Ferrier, 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.
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103346.4 - 2171363
Dated2026
Parties
Mangawhai Collective Limited
Mangawhai
Henry Lawford Lonsdale FerrierShareholder
Introduction
A.Mangawhai and the Shareholder have acted in concert in relation to the preparations for a potential
partial takeover offer of the ordinary shares of Bremworth Limited
Shareswhich would result in
Mangawhai holding or controlling more than 50% and potentially up to 55% of the voting rights in
Bremworth on issue on the date on which Mangawhai completes the acquisition of Shares under the
potential offer
Offer
B.The Shareholder has agreed to grant Mangawhai, on the terms and conditions set out in this Deed, the
ability to control the exercise of the voting rights attached to all of the Shares held or controlled by the
Shareholder.
This Deed Records
1.CONTROL
1.1Shareholders Shares: On the date of this Deed, the Shareholder holds or controls 188,943.1681
Shares, representing approximately 0.273% of the Shares on issue on the date of this Deed (assuming
that Bremworth has 69,089,365 Shares on issue on the date of this Deed).
1.2Grant of control: On and from the date of this Deed and until the Deed is terminated in accordance
with clause 2, the Shareholder:
(a) irrevocably and unconditionally grants Mangawhai the power to exercise, and control the
exercise of, all voting rights attaching to
(including by appointing a
in
its absolute discretion;
(b) agrees that he will not exercise (or direct the exercise of) any voting rights attaching to the
(including by appointing any proxy or other representative); and
(c) must not, and must not agree to, sell, transfer or otherwise dispose of the holding or control of
14 August
103346.4 - 2171363
Pg. 2
2.TERM
2.1Automatic termination: This Deed will automatically terminate:
(a) if Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(b) if Mangawhai withdraws the Offer in accordance with the Takeovers Code;
(c) if the Offer lapses in accordance with Rule 25(4) of the Takeovers Code; or
(d) on 11.59pm on the Business Day after the date that Mangawhai completes the acquisition of
Shares under the Offer.
2.2Termination by written agreement: The parties may terminate this Deed by written agreement.
3.GENERAL
3.1Variation: No variation to this Deed will be effective unless it is in writing and signed by all parties.
3.2Severability: If any part of this Deed is held by any court or administrative body of competent
jurisdiction to be illegal, void or unenforceable such determination will not impair the enforceability of
the remaining parts of this Deed, which will remain in full force, and such provision will be deemed to
be modified to the extent necessary to render it legal, valid and enforceable.
3.3Counterparts: This Deed may be signed in any number of counterparts, including scanned copies, all
of which will together constitute one and the same instrument and a binding and enforceable Deed
between the parties. Either party may execute this Deed by signing any such counterpart.
3.4Compliance with applicable law: Nothing in this Deed requires any party to do any act, matter or
thing in contravention of the Takeovers Code, the Financial Markets Conduct Act 2013 or the
Companies Act 1993.
3.5Governing law: This Deed is governed by, and shall be construed in accordance with, the laws of
New Zealand.
103346.4 - 2171363
Pg. 3
Executed as a deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:
D M Ferrier
Signature of witness
Name of witness
Occupation
City/town of residence
HENRY LAWFORD LONSDALE FERRIERin the
presence of:
H L L Ferrier
Signature of witness
Name of witness
Occupation
City/town of residence
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.