Bounty Fresh Enters Agreement to buy Tegel Stake

Bounty Fresh Enters Lockup Agreement to Purchase Claris Investments’ 45% Shareholding in Tegel Group Holdings

Issues Notice of Intention for Takeover Offer of all Shares in Tegel

Highlights

• The Bounty Fresh Group is a leading Philippinesbased, farmtomarket poultry producer.

• Bounty Fresh has entered into a binding lockup agreement with Claris Investments to acquire 45% of Tegel shares on issue pursuant to a full takeover offer.

• Its intention is to acquire 100% of Tegel shares on issue, but would welcome any shareholder that wishes to remain invested alongside them in Tegel’s future.

• The Offer will be subject to a number of conditions, including a minimum shareholder acceptance condition of more than 50%, New Zealand Overseas Investment Office approval involving the acquisition of Sensitive Land, key third party change of control consents and meeting earnings performance thresholds.

26 April 2018, Auckland – The Bounty Fresh Group, a leading Philippinesbased farmtomarket poultry producer, today announced that a group company, Bounty Holdings New Zealand Limited (‘Bounty Fresh’) has filed a Notice of Intention to make a full takeover offer under the Takeovers Code for 100% of the shares in Tegel (NZX:TGH).

Bounty Fresh has also entered into a binding lockup agreement with Claris Investments Ptd. Ltd. (‘Claris Investments’), which holds 45% of all Tegel shares on issue, for Claris Investments to accept the Offer when made.

The Offer price is NZ$1.23 per Tegel share, which represents a premium of 50.0% on NZ$0.82, the last traded price before the giving of the Notice of Intention, and a premium of 25.4% on NZ$0.98, the volume weighted average share price for the three months ended on Tuesday April 24 2018. Bounty Fresh’s Offer places a market valuation on Tegel of approximately NZ$437.8 million.

“Tegel is a leading brand in the New Zealand market with real potential to expand into international markets, particularly the Philippines where Bounty Fresh Group’s sales and distribution networks are extensive,” said Tennyson Chen, President, Bounty Fresh Food Inc.

“We believe our Group is naturally aligned to Tegel, and our offer is motivated by a desire to further grow the Bounty Fresh Group beyond the Philippines.”

“Our intention is to acquire 100% of Tegel’s shares on issue, but we also welcome any shareholder that wishes to remain invested in the company’s future alongside us,” he added.

Bounty Fresh’s Offer is subject to a number of conditions, which include:

minimum shareholder acceptance condition of more than 50%

New Zealand Overseas Investment Office approval given the Sensitive Land held by Tegel 2

key third parties exercising or stating an intention to exercise rights due to, or refusing to consent to, the change of control

Tegel meeting earnings performance thresholds for the financial period ending 29 April 2018 and 26 week period ending on or about 28 October 2018

The Notice of Intention to make an offer is not a takeover offer, but Bounty Fresh intends to proceed to make a full takeover offer for 100% of the shares in Tegel within the next 30 days.
ENDS

About The Bounty Fresh Group

The Bounty Fresh Group is one of the two largest fully integrated poultry businesses, and a food retailing business, in the Philippines. It is privately held by the Cheng families from Manila, with annual revenues in 2017 of over NZD $750 million. It operates a farmtomarket strategy, meaning it controls and manages the entire supply and production chain. It also has significant operations in egg production, hog farming, feed milling and the takeout segment in the Philippines. In the last six years it has established over 1,500 companyowned rotisseries takeout stores under three brands, including Chooks to Go.

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