Ann: GENERAL: MFT: Mainfreight Issues 1,200,000 P

• Release Date: 16/05/13 18:57
• Summary: GENERAL: MFT: Mainfreight Issues 1,200,000 Partly Paid Shares
• Price Sensitive: No
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MFT
16/05/2013 16:57
GENERAL

REL: 1657 HRS Mainfreight Limited

GENERAL: MFT: Mainfreight Issues 1,200,000 Partly Paid Shares

16 May 2013

Announcement : Listing Rule 7.12.1

MAINFREIGHT LIMITED

Mainfreight Limited advises that the Board of Directors has resolved on 16
May 2013 to issue with immediate effect 1,200,000 redeemable ordinary shares
in the Company (ISIN NZMFTE0001S9) to Mainfreight Share Scheme Trustee
Limited (the Trustee), the trustee of the Mainfreight Limited Partly Paid
Share Scheme (the Scheme).

The Scheme was established by the Board to enable selected employees of the
Company to acquire ordinary shares in the Company from time to time through a
Trustee.

The issue price of the shares is $10.56 per share.  The shares are issued to
the Trustee on a partly paid basis to hold for the benefit of selected senior
employees of the Company.   The Trustee has paid an initial payment of 1 cent
per share issued, in cash.  The balance is payable when called by the
Company.

The partly paid redeemable ordinary shares issued entitle the holder to
proportionate voting, dividends and rights to share in the surplus assets of
the Company on a liquidation to the extent of the proportion of the issue
price paid up on the shares.

The Company has a total of 99,023,548 ordinary shares and 550,000 redeemable
ordinary shares making a total of 99,573,548 shares on issue.  This issue
increased that to 100,773,548 ordinary shares, which includes the new
1,200,000 redeemable ordinary shares.  The 1,200,000 redeemable ordinary
shares represent approximately 1.2% of the shares on issue.

Each selected employee is required to provide the Trustee with the 1 cent per
share initial payment of the issue price in respect of the shares held on his
or her behalf.

Subject to the details terms of the Scheme Trust Deed, if an employee is
still employed by the Company on 30 May 2016, the employee will have the
ability to provide the Trustee with funds to pay up the outstanding issue
price of the shares held on his or her behalf within the period from 30 May
2016 to 29 July 2016.  If the employee does so within that period, then the
Trustee will transfer the fully paid shares to the employee.  The fully paid
shares will cease to be redeemable and convert into ordinary shares ranking
pari passu with other ordinary shares in the Company.
Subject to the detailed terms of the Scheme Trust Deed, if an employee ceases
to be employed by the Company prior to 30 May 2016 or does not pay the
outstanding issue price within the period set our above then the employee's
rights in respect of the shares cease.

The shares issued under the Scheme are redeemable for their issue price at
the option of the Trustee to enable the Company and the Trustee to remove and
cancel excess shares if an employee does not elect to take shares or if the
employee's right to do so lapses.  In these circumstances, the shares will be
redeemed (such redemption to occur in conjunction with a call of the balance
of the issue price) and then cancelled.

The redemption right exists only while the Trustee holds the shares and does
not transfer with the shares to the employee.

Under the Scheme, the shares are redeemable only at the Trustee's option and
not at the Company's option.  The reason for this is that if the ability to
redeem was at the company's option, under 69(1) of the Companies Act 1993,
the Company could only exercise this option if the Board certifies, at the
time of redeeming the shares, that the redemption is in the best interests of
the Company and that the consideration for the redemption is fair and
reasonable to the Company.  It may be possible when shares come to be
redeemed in accordance with the Scheme that the Company's share price at the
time is lower than the consideration to be paid on redemption. Any issues in
relation to the Board's ability to provide the certification required by
section 69(1) of the Companies Act in these circumstances do not occur with
the shares are redeemable at the Trustee's option because no such certificate
is required at the date of redemption.

This advice is given under Listing Rule 7.12.1.

Ends

For further information, please contact:
Tim Williams
Group Chief Financial Officer
Mainfreight
+64 (09) 259 5510 / +64 (027) 453 3470
End CA:00236329 For:MFT    Type:GENERAL    Time:2013-05-16 16:57:14