Appendix 3B

Proposed issue of securities
Proposed issue of securities
1 / 9
Announcement Summary
Entity name
HEARTLAND GROUP HOLDINGS LIMITED
Announcement Type
New announcement
Date of this announcement
23/8/2022
The Proposed issue is:
Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan
ASX +security code+Security description
Maximum Number of
+securities to be issued
HGHORDINARY FULLY PAID FOREIGN EXEMPT NZX38,888,888
+Record date
22/8/2022
Offer closing date
5/9/2022
+Issue date
9/9/2022
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 NZX72,222,222
Proposed +issue date
29/8/2022
Refer to next page for full details of the announcement
A placement or other type of issueA placement or other type of issue
An offer of securities under a securities purchase plan

Proposed issue of securities
Proposed issue of securities
2 / 9
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
23/8/2022
1.6 The Proposed issue is:
A placement or other type of issueA placement or other type of issue
An offer of +securities under a +securities purchase plan
New announcement

Proposed issue of securities
Proposed issue of securities
3 / 9
Part 4 - Details of proposed offer under securities purchase plan
Part 4A - Conditions
4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities
under the +securities purchase plan issue can proceed on an unconditional basis?
No

Proposed issue of securities
Proposed issue of securities
4 / 9
Part 4B - 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
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
Maximum total number of those +securities that could be issued
if all offers under the +securities purchase plan are accepted
38,888,888
Will the offer be conditional on applications for a minimum
number of +securities being received or a minimum amount
being raised (i.e. a minimum subscription condition)?
Will the offer be conditional on applications for a maximum
number of +securities being received or a maximum amount
being raised (i.e. a maximum subscription condition)?
Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Is the maximum acceptance unit based or dollar based?
Please enter the maximum acceptance value
$ 50,000
Describe all the applicable parcels available for this offer in number of securities or dollar value
N/A
Offer price details
Dollar based ($)
Yes
No
No
No
No
Dollar based ($)
Yes
No
No
No
No
Dollar based ($)
Yes
No
No
No
No

Proposed issue of securities
Proposed issue of securities
5 / 9
Has the offer price been determined?
In what currency will the offer
be made?
NZD - New Zealand Dollar
How and when will the offer price be determined?
The lower of NZ$1.80 and a 2.5% discount to the five day VWAP of HGH shares traded on the NZX
during the five trading days up to and including the closing date.
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Describe the scale back arrangements
Heartland reserves the right to scale back at its absolute discretion any application for Shares under the
SPP. Heartland may scale back applications having regard to the number of Heartland Shares held by
the Applicant (or, in the case of an application made by a Custodian, the relevant beneficial owner(s)
named in the Custodian Certificate submitted) on the Record Date and otherwise at its discretion.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Part 4C - Timetable
4C.1 Date of announcement of +security purchase plan
23/8/2022
4C.2 +Record date
22/8/2022
4C.3 Date on which offer documents will be made available to investors
25/8/2022
4C.4 Offer open date
25/8/2022
4C.5 Offer closing date
5/9/2022
4C.7 +Issue date and last day for entity to announce results of +security
purchase plan offer
9/9/2022
Yes
Yes
No
Yes
Yes
No
Yes
Yes
No

Proposed issue of securities
Proposed issue of securities
6 / 9
Part 4E - Fees and expenses
4E.1 Will there be a lead manager or broker to the proposed offer?
4E.1a Who is the lead manager/broker?
Jarden Securities Limited
4E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The Lead Manager will receive a lead manager fee of 0.50% of the gross proceeds raised under the SPP.
4E.2 Is the proposed offer to be underwritten?
4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a
handling fee or commission?
4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer
Standard share registry, external advisers and NZX/ASX administrative fees.
Part 4F - Further Information
4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue
Proceeds will be used to repay an A$158 million acquisition finance facility outstanding in relation to the recent acquisition
of StockCo Australia, and to provide additional growth capital for Heartland¿s existing businesses in Australia and New
Zealand.
4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful?
4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer
All countries other than New Zealand and Australia.
4F.3 URL on the entity's website where investors can download information about the proposed offer
www.heartlandshareoffer.co.nz
4F.4 Any other information the entity wishes to provide about the proposed offer
N/A
No
No
No
Yes

Proposed issue of securities
Proposed issue of securities
7 / 9
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
72,222,222
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 1.80000
AUD equivalent to issue price amount per +security
1.616130
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
Yes
No
Existing class
No

Proposed issue of securities
Proposed issue of securities
8 / 9
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Part 7C - Timetable
7C.1 Proposed +issue date
29/8/2022
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
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
The Lead Manager will receive a lead manager fee of 1.00% of the gross proceeds raised under the Placement.
7E.2 Is the proposed issue to be underwritten?
7E.2a Who are the underwriter(s)?
Jarden Partners Limited
7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is
underwritten)?
The Placement is fully underwritten by Jarden Partners Limited on customary terms for an offer of this nature.
Yes
Yes
No
No
Yes

Proposed issue of securities
Proposed issue of securities
9 / 9
7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?
The Underwriter will receive an underwriting fee of 1.0% of the gross proceeds underwritten under the Placement.
7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.
The Underwriter may terminate its obligations under the Underwriting Agreement, including by reason of events which
have, or are likely to have, a material adverse effect on Heartland, its shares or the Placement or SPP. These may be as
a result of events related to Heartland or as a result of external events, such as material or fundamental changes in
financial, economic and political conditions in certain countries or financial markets.
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Standard share registry, external advisers and NZX/ASX administrative fees.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Proceeds will be used to repay an A$158 million acquisition finance facility outstanding in relation to the recent acquisition
of StockCo Australia, and to provide additional growth capital for Heartland¿s existing businesses in Australia and New
Zealand.
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
N/A
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