Disclosure of Directors & Senior Managers Relevant Interest
Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
ArborGen Holdings Limited
Date this disclosure made:
2 August 2023
Date of last disclosure:
N/A
Director or senior manager giving disclosure
Full name(s):
Justin Birch
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
ARB Ordinary Shares
Nature of the affected relevant interest(s):
Restricted ARB Ordinary Shares ("Restricted Shares")
pursuant to an Executive Employment Agreement
between Justin Birch and ArborGen, Inc. dated 23 May
2023 (the “Employment Agreement”).
For that relevant interest-
Number held in class before acquisition or disposal:
None
Number held in class after acquisition or disposal:
Ordinary Shares: 9,780,000
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
Alexander James Brown ("Trustee"), as trustee for
“Justin Birch Trust”
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:27 July 2023
Nature of transaction:
Pursuant to the Employment Agreement, and a
Restricted Share Award Agreement between Justin
Birch and ARB dated 27 July 2023, Justin Birch is
entitled to be issued certain Restricted Shares (subject
to certain conditions set out in the Employment
Agreement). The Restricted Shares are subject to
certain time-based or performance-based vesting
criteria. If the applicable vesting criteria is not satisfied
by the relevant time, the applicable shares will be
forefeited for no consideration. Pursuant to the terms
of the trust deed between ARB, Justin Birch and the
Trustee dated 27 July 2023, the Restricted Shares
were issued to the Trustee of the Justin Birch Trust in
order to provide ARB and its shareholders with a
higher level of comfort in relation to the enforcement of
the relevant transfer restrictions and the forfeiture
arrangements.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily
by converted into a cash value, describe the consideration:
The consideration is for services to be rendered by
Justin Birch to ArborGen, Inc in his capacity as the
President and Chief Executive Officer of ArborGen,
Inc.
Number of financial products to which the transaction related: 9,780,000
If the issuer has a financial products trading policy that prohibits directors or
senior managers from trading during any period without written clearance (a closed
period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Certification
I, Sharon Ludher-Chandra, 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.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
2 August 2023
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary
---
Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
ArborGen Holdings Limited
Date this disclosure made:
2 August 2023
Date of last disclosure:
3 August 2022
Director or senior manager giving disclosure
Full name(s):
Weiming Wang
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Director of Vitro Technology Development
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
ARB Ordinary Shares
Nature of the affected relevant interest(s):
Right to acquire restricted share units (RSUs)
convertible into ARB Ordinary Shares, subject to
performance targets and vesting criteria being met
For that relevant interest-
Number held in class before acquisition or disposal:
2021 RSUs (awarded): 72,671
Ordinary Shares: 145,342
Number held in class after acquisition or disposal:Ordinary Shares: 218,013
Current registered holder(s):
Weiming Wang
Registered holder(s) once transfers are registered:
Weiming Wang
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:27 July 2023
Nature of transaction:
Entry into Conditional Restricted Share Unit Agreement
(RSU Agreement) to receive ArborGen RSUs, subject
to ArborGen's achievement of certain financial
performance hurdles in accordance with the ArborGen
2021 LTI Plan.
147,243 RSUs were awarded in July 2021 pursuant to
the RSU Agreement. The RSUs will vest as ARB
Ordinary Shares in three equal tranches on three
separate vesting dates, provided that the holder of the
RSU remains employed by the ArborGen group on the
applicable vesting date. On 9 July 2021, the first
tranche of 72,671 vested as ARB Ordinary Shares. On
26 July 2022, the second tranche of 72,671 vested as
ARB Ordinary Shares. On 27 July 2023, the third
tranche of 72,671 vested as ARB Ordinary Shares.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily
by converted into a cash value, describe the consideration:
No cash consideration is payable for the RSUs
awarded or the Ordinary Shares vested. The
consideration for the RSUs is the services rendered by
the participant over the 2021 LTI Plan period.
Number of financial products to which the transaction related: 72,671 Ordinary Shares
If the issuer has a financial products trading policy that prohibits directors or
senior managers from trading during any period without written clearance (a closed
period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Certification
I, 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.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
2 August 2023
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary
---
Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
ArborGen Holdings Limited
Date this disclosure made:
2 August 2023
Date of last disclosure:
3 August 2022
Director or senior manager giving disclosure
Full name(s):
Kathy Reeves Parker
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Vice President, Finance & Accounting
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
ARB Ordinary Shares
Nature of the affected relevant interest(s):
Right to acquire restricted share units (RSUs)
convertible into ARB Ordinary Shares, subject to
performance targets and vesting criteria being met
For that relevant interest-
Number held in class before acquisition or disposal:
2021 RSUs (awarded): 142,400
Ordinary Shares: 284,800
Number held in class after acquisition or disposal:Ordinary Shares: 427,200
Current registered holder(s):
Kathy Parker
Registered holder(s) once transfers are registered:
Kathy Parker
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:27 July 2023
Nature of transaction:
Entry into Conditional Restricted Share Unit Agreement
(RSU Agreement) to receive ArborGen RSUs, subject
to ArborGen's achievement of certain financial
performance hurdles in accordance with the ArborGen
2021 LTI Plan.
427,201 RSUs were awarded in July 2021 pursuant to
the RSU Agreement. The RSUs will vest as ARB
Ordinary Shares in three equal tranches on three
separate vesting dates, provided that the holder of the
RSU remains employed by the ArborGen group on the
applicable vesting date. On 9 July 2021, the first
tranche of 142,400 vested as ARB Ordinary Shares.
On 26 July 2022, the second tranche of 142,400
vested as ARB Ordinary Shares. On 27 July 2023, the
third tranche of 142,400 vested as ARB Ordinary
Shares.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily
by converted into a cash value, describe the consideration:
No cash consideration is payable for the RSUs
awarded or the Ordinary Shares vested. The
consideration for the RSUs is the services rendered by
the participant over the 2021 LTI Plan period.
Number of financial products to which the transaction related: 142,400 Ordinary Shares
If the issuer has a financial products trading policy that prohibits directors or
senior managers from trading during any period without written clearance (a closed
period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Certification
I, 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.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
2 August 2023
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary
---
Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
ArborGen Holdings Limited
Date this disclosure made:
2 August 2023
Date of last disclosure:
3 August 2022
Director or senior manager giving disclosure
Full name(s):
Patrick Cumbie
Name of listed issuer:
ArborGen Holdings Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Director of Product Development
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
ARB Ordinary Shares
Nature of the affected relevant interest(s):
Right to acquire restricted share units (RSUs)
convertible into ARB Ordinary Shares, subject to
performance targets and vesting criteria being met
For that relevant interest-
Number held in class before acquisition or disposal:
2021 RSUs (awarded): 49,081
Ordinary Shares: 98,162
Number held in class after acquisition or disposal:Ordinary Shares: 147,243
Current registered holder(s):
Patrick Cumbie
Registered holder(s) once transfers are registered:
Patrick Cumbie
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure-
Date of transaction:27 July 2023
Nature of transaction:
Entry into Conditional Restricted Share Unit Agreement
(RSU Agreement) to receive ArborGen RSUs, subject
to ArborGen's achievement of certain financial
performance hurdles in accordance with the ArborGen
2021 LTI Plan.
147,243 RSUs were awarded in July 2021 pursuant to
the RSU Agreement. The RSUs will vest as ARB
Ordinary Shares in three equal tranches on three
separate vesting dates, provided that the holder of the
RSU remains employed by the ArborGen group on the
applicable vesting date. On 9 July 2021, the first
tranche of 49,081 vested as ARB Ordinary Shares. On
26 July 2022, the second tranche of 49,081 vested as
ARB Ordinary Shares. On 27 July 2023, the third
tranche of 49,081 vested as ARB Ordinary Shares.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily
by converted into a cash value, describe the consideration:
No cash consideration is payable for the RSUs
awarded or the Ordinary Shares vested. The
consideration for the RSUs is the services rendered by
the participant over the 2021 LTI Plan period.
Number of financial products to which the transaction related: 49,081 Ordinary Shares
If the issuer has a financial products trading policy that prohibits directors or
senior managers from trading during any period without written clearance (a closed
period) include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Type of derivative:N/A
Details of derivative,-
The notional value of the derivative (if any) or the notional amount of underlying
financial products (if any):
A statement as to whether the derivative is cash settled or physically settled:
Maturity date of the derivative (if any):
Expiry date of the derivative (if any):
The price's specified terms (if any):
Any other details needed to understand how the amount of the consideration
payable under the derivative or the value of the derivative is affected by the value
of the underlying financial products:
For that derivative relevant interest,-
Parties to the derivative:
If the director or senior manager is not a party to the derivative, the nature of the
relevant interest in the derivative:
Certification
I, 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.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
2 August 2023
Name and title of authorised person:
Sharon Ludher-Chandra Company Secretary
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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