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Change of Director’s Interest Notice – David Hearn - The a2 Milk Company

Market announcements

Change of Director’s Interest Notice – David Hearn

April 29, 2020

NZX/ASX Market Release

Attached are the NZX Ongoing Disclosure Notice and equivalent ASX Appendix 3Y relating to changes in the relevant interests in the Company’s securities held by the Chair of The a2 Milk Company, Mr David Hearn.

Both of these disclosures relate to:

  • the exercise of all of Mr Hearn’s remaining 3,100,000 unlisted options to subscribe for Ordinary Shares in the Company granted to Mr Hearn on 30 March 2015 (Options); and
  • the subsequent on market sale of a proportion of the Ordinary Shares received on exercise of those Options.

The terms of the Options are such that in order to avoid them lapsing, all of the Options needed to be exercised before 30 June 2020. The board was not able to exercise discretion to extend the expiry date beyond that date.

As Mr Hearn is a UK tax resident, significant tax liabilities arise on the exercise of Options (rather than on vesting of the Options or sale of the Ordinary Shares). Under the terms of the Options Mr Hearn is liable not only for his personal tax charges but also for the associated tax liabilities that arise for the company. As a result, Mr Hearn’s total tax liability is well in excess of 50%. Those tax liabilities are required to be remitted to HM Revenue & Customs within a short period of time following the exercise of the Options.

The on-market sale of shares detailed in the attached disclosure notices was necessary for Mr Hearn to be able to meet those tax liabilities together with the associated transaction costs.

Mr Hearn continues to hold 1,305,000 ordinary shares in the Company.

Mr Hearn has indicated to the Company that were it not for the specific terms of the Options and the UK tax compliance issues, he would not have exercised these Options nor sold any shares at this time.

Download the full market release here.

By order of the Board of Directors
Jaron McVicar
General Counsel and Company Secretary
The a2 Milk Company Limited

For further information, please contact:

Investors / Analysts

David Akers
Head of Investor Relations
M +61 412 944 577
david.akers@a2milk.com

Media (other than NZ media)

Rick Willis
M +61 411 839 344
rick@networkfour.com.au

New Zealand Media

Barry Akers
Senescall Akers Limited
M: +64 (0)21 571 234
aker@senescallakers.co.nz

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