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Rua Bioscience Limited Major Shareholding Notification 2021

Aug 31, 2021

66262_rns_2021-09-01_900f059b-64b0-4362-a672-9e5ec53bbe61.pdf

Major Shareholding Notification

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DISCLOSURE OF CEASING TO HAVE SUBSTANTIAL HOLDING

Section 279, Financial Markets Conduct Act 2013

  • To NZX Limited ( NZX )

and

To Rua Bioscience Limited ( Rua

Date this disclosure made: 1 September 2021

Date last disclosure made: 1 March 2021

Date on which substantial holding ceased: 1 September 2021

Substantial product holder(s) giving disclosure

Full name(s): Rua

Summary of previous substantial holding

Class of quoted voting products: ordinary shares in Rua

Summary for Rua

For last disclosure,—

  • (a) total number held in class: 54,188,655

  • (b) total in class: 140,321,411

  • (c) total percentage held in class: 38.618%

For current holding after ceasing to have substantial holding,—

  • (a) total number held in class: 0

  • (b) total in class: 140,321,411

  • (c) total percentage held in class: 0%

Details of transactions and events giving rise to ceasing of substantial holding

Details of the transactions or other events requiring disclosure: Hikurangi Bioactives Limited Partnership, Fang Group Investment Limited, Tailorspace Capital Limited, Andrew Charles Williams and each of Rua’s directors and senior managers who held shares prior to, or have subscribed for shares by participating in, the initial public offering of shares (the Offer ) in Rua (together, the Escrowed Shareholders ) are subject to escrow deeds (attached to Rua’s disclosure on 22 October 2020) with Rua in respect of all shares held by them prior to the Offer, or subscribed by them under the Offer, which they continue to hold upon completion of the Offer (the Escrowed Shares ), as set out in more detail in Rua’s disclosure on 22 October 2020.

Each Escrowed Shareholder has agreed not to sell or otherwise dispose of or do or omit to do anything which could have the effect of transferring effective ownership or control of:

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  • any Escrowed Shares during the period from the date of Rua’s quotation and ending on the first business day following the date on which Rua releases its results announcement in respect of the half year ended 31 December 2020 (the First Restricted Period ); and

  • 75% of the Escrowed Shares during the period from the first day following the expiry of the First Restricted Period and ending on the first business day following the date on which Rua releases its results announcement in respect of the full financial year ended 30 June 2021 (the Second Restricted Period ),

subject to limited exceptions set out in each escrow deed. Accordingly, Rua had the power (through the escrow deeds) to control the acquisition and disposition of the Escrowed Shares. Rua ceased to have a relevant interest in 25% of the Escrowed Shares upon expiry of the First Restricted Period (as set out in Rua’s disclosure on 1 March 2021). On 1 September 2021, being the second business day after Rua’s results announcement in respect of the full financial year ended 30 June 2021, Rua ceased to have a relevant interest in the Escrowed Shares that the Escrowed Shareholders were restricted from dealing during the Second Restricted Period.

Additional information

Address(es) of substantial product holder(s): 1 Commerce Place, Awapuni, Gisborne, 4071, New Zealand

Contact details: Kerry Donovan Communications Manager +64 (21) 128 7689 [email protected]

Certification

I, Rob Mitchell, 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.

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