Healthy Co Limited Frequently asked questions

The Company is facilitating a matching service (Service) for people to buy and sell Shares through the System.

The Company will make the Service available for a set number of days. This is referred to as the Trading Event. The Trading Event will be open from the time the Company declares it open until the time it designates that it is closed.

Sellers: Anyone who is an existing shareholder of the Company when the Trading Event opens can sell their Shares.

Buyers: Anyone who is an existing shareholder of the Company, and any other person that the Company invites to participate in the Service.

Any person who is an Associated Person of the Company will be required to make certain disclosures on the System if they are either buying or selling any Shares. This is set out in more detail here and in the Participation Agreement.

The minimum will vary event to event.

A seller’s offer volume will be restricted to the number of Shares that are held for or on behalf of that seller at the start of the Trading Event.

The Shares will be priced using a ‘Market Clearing Price’.

A Market Clearing Price is determined by aggregating all ‘buy’ and ‘sell’ orders that are submitted throughout the Trading Event to calculate a single share price at which the most volume will trade. Many exchanges such as the NZX use this kind of mechanism to calculate the ‘opening price’ each day.

The Market Clearing Price model is typically used where there are multiple small buyers and sellers. It is generally considered the simplest way to find the price of an asset when that asset is being traded within a defined event.

The share price will be published on the Trading Page in ‘real time’ so that price will be likely to change throughout the Trading Event. It will reflect the clearing price of buyers and sellers (bids and offers) at any given point in time.

You will need to login or click here to access the Trading Event.

As part of the login process, you will need to sign the Participation Agreement. You can sign this electronically by typing your initials.

Once you have signed the Participation Agreement, you can then browse the Trading Page and read the Company’s Trading Report.

You can then enter the number of Shares and the price you are willing to buy at.

You will be required to go through an identity and verification process described in more detail here.

The Company will send you a confirmation email with details of next steps.

Once your bid has been confirmed, you will be sent updates by the Company during the Trading Event and notified of tentative results when the Trading Event closes.

The Company will confirm the final Market Clearing Price when the Identity Checks have been completed on all participants.

The funds will be debited from your account within 5 Business Days from this time.

Yes. You will be required to sign a transfer form. You may also be required to sign a Deed of Accession or a Nominee Deed Poll (if shares are held in a nominee). This makes you a party to the Company’s existing Shareholders’ Agreement. This document must also be witnessed.

There is a flat $40 + GST fee payable by both sellers and buyers upon the successful sale or purchase of Shares. If your order is not fulfilled, then you will not be charged a fee. The fee will be deducted from the final amount payable to the seller, and will be added on to the final amount payable by the buyer. If you are buying or selling multiple parcels of shares, you will only be charged once.

These are generally identity verification checks and source of funds information. The precise checks may change depending on the value of your bid. These are set out in more detail in the Participation Agreement.

Yes, provided that you comply with any minimum size bid requirements.

Yes, provided that you do so before the Trading Event closes.

The Share rights are set out in the Company’s governing documents (Shareholders’ Agreement or Constitution) which can be found under the documents section of the Trading Report tab on the Trading Page. The Trading Page also contains information regarding key rights attached to the shares.

Yes. The price is not finalised until all buyer funds have been collected. While buyers are legally obliged to fund the purchase of shares, practically there maybe circumstances where these funds cannot be collected.

Once you have signed the Participation Agreement, you can then browse the Trading Page and read the Company’s Trading Report.

You can then enter the number of Shares and the price you are willing to sell at.

You will be required to go through an identity and verification process described in more detail in the FAQ "What are the Identity Checks that will be undertaken on me as a seller".

The Company will send you a confirmation email with details of next steps.

Once your offer has been confirmed, you will be sent updates by the Company during the Trading Event and be notified of tentative results when the Trading Event closes.

The Company will confirm the final Market Clearing Price and final results when the Identity Checks have been completed on all participants.

Yes. You will need to sign an electronic transfer form which can be signed electronically by typing your initials.

There is a flat $40 + GST fee payable by both sellers and buyers upon the successful sale or purchase of Shares. If your order is not fulfilled, then you will not be charged a fee. The fee will be deducted from the final amount payable to the seller, and will be added on to the final amount payable by the buyer. If you are buying or selling multiple parcels of shares, you will only be charged once.

These are generally identity verification checks and confirmation of bank account details. The precise checks may change depending on the value of your offer. These are set out in more detail in the Participation Agreement.

Yes, provided that you comply with any minimum size offer requirements.

Yes, provided that you do so before the Trading Event closes.

Yes. The price is not finalised until all buyer funds have been collected. While buyers are legally obliged to fund the purchase of shares, practically there maybe circumstances where these funds cannot be collected.

Yes. If a seller makes an offer, or a buyer makes a bid, at any time within the last 30 minutes of the Trading Event (referred to as a Late Action), the Trading Event will automatically be extended by 30 minutes.

If the Late Action has the effect of changing the clearing price by more than 5%, the Trading Window will automatically be extended by 60 minutes.

There may be a surplus of buyers or sellers at the final clearing price.

If there are multiple parties offering to sell and bidding to buy Shares at the final clearing price, buyers and sellers will be matched on a ‘first in, first served’ basis. Shares will not be allocated on a pro-rated basis.

Yes. The price is not finalised until all buyer funds have been collected. While buyers are legally obliged to fund the purchase of shares, practically there maybe circumstances where these funds cannot be collected.

In circumstances where the clearing price changes, a small number of buyers and sellers may not be able to transact, some refunds will need to be provided. To avoid disappointment should these circumstances occur, it is recommended that both buyers and sellers provide their best prices to the market.

We target having all transfers completed within 10 business days of confirmation of the final Market Clearing Price. If any delays are likely to occur will be notify you in advance. This will depend on how quickly we can clear all regulatory investor checks.

In most circumstances, funds will be debited from your nominated bank account within 7 business days of the final Market Clearing Price being announced by the Company.

In most circumstances, within 14 business days of confirmation of the final market clearing price.

There is a flat $40 + GST fee payable by both sellers and buyers upon the successful sale or purchase of Shares. If your order is not fulfilled, then you will not be charged a fee. The fee will be deducted from the final amount payable to the seller, and will be added on to the final amount payable by the buyer. If you are buying or selling multiple parcels of shares, you will only be charged once.

Associated Persons are permitted to sell or buy Shares, but they are required to:

• disclose their intentions in the Trading Report;
• restrict the period of lodging any offer or any bid to before the final 48 hours of the Trading Event closing; and
• identify themselves as an Associated Person at the time of the offer/bid, which will then be published on the Trading Page.

When a trade with an Associated Person is completed, disclosure details of all Shares bought or sold by such Associated Person will be published on the ‘updates’ section of the Trading Page.

The Company will publish a Trading Report on the Trading Page. The Trading Report will contain information about its business and operations, as well as financial information.

If there is a material event during the Trading Event, the Company will update the Trading Report and this will be shown on the ‘updates’ tab of the Trading Page. Further detail is set out in the Participation Agreement.

The Company will disclose material information affecting the Company during the Trading Event. This is described more fully in the Participation Agreement.