Capital Change Notice

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, New market, Auckland 1149 | heartlandgroup.info

NZX/ASX release
15 April 2024

Capital Change Notice for Placement and Institutional
Entitlement Offer


Heartland Group Holdings Limited (Heartland) (NZX/ASX: HGH) provides the attached Capital Change
Notice pursuant to NZX Listing Rule 3.17. This notice relates to the issue of 131,949,647 ordinary
shares under the placement and institutional entitlement offer announced on 8 April 2024, and as
consideration for the acquisition of shares in Alex Corporation Limited.

For the purposes of NZX Listing Rule 4.17.9(c), Heartland notes that, consistent with the Corporate
Action Notice released on 8 April 2024, eligible institutional shareholders were invited to participate
in the placement component of the offer. As such, one of Heartland’s key objectives and criteria
used in determining allocations in the offer was a best effort to allocate on a pro rata basis to
existing Heartland shareholders who were invited to participate in the placement and who bid for at
least that many shares. As confirmed on 9 April 2024, existing eligible institutional shareholders who
bid for their pro-rata allocation of the Placement were allocated at least that amount of new shares.
Other key objectives and criteria included seeking to introduce and encourage new institutional
investors, including in particular investors based in Australia to further diversify Heartland’s share
register, who are likely to be high quality, long-term supporters of Heartland, as well as those who
showed a high degree of engagement with the offer and Heartland.

There were no significant exceptions or deviations from those objectives and criteria when a
subcommittee of the Heartland board and senior management agreed allocations with Jarden
Securities Limited.

Heartland reminds shareholders that under the retail component of the ANREO, existing eligible
retail shareholders may oversubscribe up to 100% of their entitlements which (subject to available
shortfall) would prevent dilution by the Placement component of the offer.

In relation to those shares issued as consideration for the acquisition of shares in Alex Corporation
Limited, those shares were issued under a targeted placement to a single vendor following a
negotiation on arm’s length terms as to the basis of participation. As such, using a best effort to
allocate on a pro rata basis to existing shareholders was not an objective of this placement, and the
allocation of shares to a single vendor was consistent with Heartland’s objectives and criteria in
making a decision to offer shares as consideration for the acquisition.

– ENDS –

The person(s) who authorised this announcement:

Jeff Greenslade
Chief Executive Officer

Andrew Dixson
Chief Financial Officer

Heartland Group Holdings Limited | NZX/ASX: HGH | PO Box 9919, Newmarket, Auckland 1149 | heartlandgroup.info
2

For further information, please contact:

Nicola Foley
Group Head of Communications
+64 27 345 6809
nicola.foley@heartland.co.nz
Level 3, Heartland House, 35 Teed Street, Newmarket, Auckland, New Zealand

Currency
Unless otherwise stated, all references to “$” are to the New Zealand dollar.

Not an offer of securities in the United States
This announcement has been prepared for publication in New Zealand and Australia and may not be
released to US wire services or distributed in the United States. This announcement does not
constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any
other jurisdiction. Any securities described in this announcement have not been, and will not be,
registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction
of the United States and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements of the US Securities Act and applicable
US state securities laws.

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Capital Change Notice




Section 1: Issuer information
Name of issuer Heartland Group Holdings
Limited
NZX ticker code HGH
Class of financial product Fully paid ordinary shares
ISIN (If unknown, check on NZX website)
NZHGHE0007S9
Currency NZD / AUD
Section 2: Capital change details
Number issued/acquired/redeemed 131,949,647 ordinary shares,
being:
• 105,000,000 ordinary
shares issued under the
placement announced to
NZX on 8 April 2024
(Placement)
• 25,927,787 ordinary shares
issued under the
institutional component of
the underwritten
accelerated non-
renounceable entitlement
offer announced to NZX on
8 April 2024 (Institutional
Offer)
• 1,021,860 ordinary shares
issued to Washington H.
Soul Patterson and
Company Limited (the
Consideration Shares).
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security NZ$1.00 for shares issued
under the Placement and
Institutional Offer

A$0.9151 for the
Consideration Shares
Nature of the payment (for example, cash or other
consideration)
Cash for shares issued under
the Placement and Institutional
Offer

In consideration for the
acquisition of 0.65% of the
shares in Alex Corporation
Limited, the holding company
for Alex Bank, for the

Capital Change Notice


Consideration Shares
Amount paid up (if not in full) Not applicable
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)
18.339%
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)
Issue of ordinary shares under
the Placement and the
Institutional Offer, and in
consideration for acquisition of
shares in Alex Corporation
Limited, authorised by board
resolution dated 7 April 2024.
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.
851,458,685 ordinary shares
(excluding Treasury Stock)
459,070 Treasury Stock
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
Not applicable
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 resolution dated 7 April
2024.
The Placement and issue of
the Consideration Shares is
made pursuant to NZX Listing
Rule 4.5.1 and the accelerated
entitlement offer is made
pursuant to NZX Listing Rule
4.3.1(a).
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issue of ordinary shares which
rank equally with all other fully
paid ordinary shares in
Heartland Group Holdings
Limited
Date of issue/acquisition/redemption 15/04/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Phoebe Gibbons, General
Counsel
Contact person for this announcement
Nicola Foley, Group Head of
Communications
Contact phone number +64 27 345 6809
Contact email address nicola.foley@heartland.co.nz

Capital Change Notice


Date of release through MAP

15/04/2024