Capital Change Notice

Capital Change Notice





Section 1: Issuer information
Name of issuer Heartland Group Holdings Limited
NZX ticker code HGH
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZHGHE0007S9
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 397,457 shares issued and
877,737 shares transferred from
treasury stock upon valid exercise
of eligible performance rights
issued under Heartland Group
Holdings Limited’s (Heartland)
Performance Rights Plan 2021
tranche (PR Tranche) on 20
October 2020.

459,070 shares acquired by
Heartland from participants in the
PR Tranche as described in the
‘LTI Buyback Disclosure
Document’ released on 29 August
2023 by Heartland.
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Nil per share issued or transferred
from treasury stock.

$1.76281105 per share (being the
5 day VWAP up to (and including)
18 September 2023) for shares
acquired by Heartland.
Nature of the payment (for example, cash or other
consideration)
1,275,194 performance rights
were issued under the PR
Tranche, for no cash
consideration. Upon the vesting of
each performance right under the
PR Tranche on 19 September
2023, the holder is entitled to one
ordinary share in Heartland for no
cash payment (Vesting). Further
details of the PR Tranche are
included within Heartland’s
financial statements.

459,070 of the shares issued to
participants on Vesting were

acquired by Heartland for cash
consideration in order to fund the
tax liability arising for the
recipients upon the issue of shares
under the PR Tranche. More
information about this can be
found in the ‘LTI Buyback
Disclosure Document’ released on
29 August 2023 by Heartland.
Amount paid up (if not in full) Fully paid ordinary shares
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
0.180% shares issued or
transferred from treasury stock on
Vesting followed by acquisition of
0.065% shares by Heartland
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
The issue relates to Vesting of
1,275,194 performance rights
under the PR Tranche (see details
above) authorised by a board
resolution dated 18 September
2020. As a result of the
performance rights Vesting,
877,737 ordinary shares held as
Treasury Stock by Heartland were
transferred to the recipients and
397,457 ordinary shares were
issued to the recipients.

The acquisition of certain shares
issued on Vesting was authorised
by a board resolution dated 28
August 2023 in order to fund the
tax liability arising for the
recipients upon the issue of shares
under the PR Tranche. More
information about this can be
found in the ‘LTI Buyback
Disclosure Document’ released on
29 August 2023 by Heartland.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
710,474,324 ordinary shares
(excluding Treasury Stock)

459,070 ordinary shares held as
Treasury Stock

Capital Change Notice


0 performance rights of the same
Class as the PR Tranche remain
on issue
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Yes
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Board resolutions dated 18
September 2020 and 28 August
2023, NZX Listing Rules 4.6.1,
4.9.1(b) and 4.14.1(b)(ii).
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
Heartland issued quoted ordinary
shares ranking equally with the
existing ordinary shares on issue
of Heartland and transferred
treasury stock held by Heartland.

Refer to the ‘LTI Buyback
Disclosure Document’ released on
29 August 2023 by Heartland for
further details of the acquisition.
Date of issue/acquisition/redemption
1
19 September 2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Phoebe Gibbons
Contact person for this announcement
Phoebe Gibbons
Contact phone number
021775859
Contact email address
Phoebe.Gibbons@Heartland.co.nz
Date of release through MAP

20 September 2023




1
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).