PEB Capital Raise Offer Documents

18 October 2017
Dear Shareholder,
On behalf of the Board of Pacific Edge Limited, I am pleased to invite you as an Eligible Shareholder to
participate in this Offer of New Shares via a renounceable rights issue followed by a shortfall bookbuild.
Pacific Edge intends to raise approximately $21.3 million to help fund its continued growth, particularly in the
USA market. The Offer is fully underwritten by First NZ Capital Securities Limited.
Our revenue has continued to grow strongly in the USA and New Zealand and we have now signed our first
major hospital in Australia. To generate this growth, we have made substantial investments in our USA sales
team and laboratory facilities and have initiated large scale user programmes. We have also had four peer
reviewed papers published over the last year.
As you will be aware, our overarching strategy is the establishment of Cxbladder as the world’s leading
molecular diagnostic technology for the detection and management of bladder cancer. Our primary
objective is to build our presence in the world’s largest healthcare market, the USA.
While we have made steady progress in the USA, with more than 90% of our FY17 revenue generated there,
the key for us to succeed in this market is to contract with and then scale up the large transformational
customers that have been identified. These are:
• the Veterans Administration (VA) hospital network (approximately 10.2 million lives covered);
• TRICARE, the healthcare program for uniformed service members (approximately
9.4 million lives covered);
• Kaiser Permanente, the largest non-federally funded integrated healthcare provider in the
USA (approximately 11.8 million lives covered); and
• the Centers for Medicare and Medicaid Services (CMS), providing coverage for over 55 million
people.
While meaningful progress has been made on these opportunities, progress is slower and has taken more
time and cash resource than originally anticipated.
With the VA and TRICARE under contract, we are now able to provide services to both the veterans and
active military in the USA and are now receiving tests from two VA hospitals. Our sales force is targeting a
further 14 large VA centres out of the total VA network of 300.
Gaining a Local Coverage Determination (LCD) will enable Pacific Edge to be reimbursed by the CMS for
their patients. While this is a long and iterative process that all companies must go through, we are well
advanced in achieving our LCD.
We are well advanced in our negotiations with Kaiser Permanente, including working with Kaiser on the
implementation components necessary to start commercial sales when negotiations have been concluded.
Despite good progress being made in the USA, and not forgetting the progress in our home market with the
signing of a number of the large healthcare providers (DHBs) and insurers, we need to raise sufficient capital
to deliver and fund our growth while we target getting Pacific Edge to a cashflow breakeven position as
soon as possible. We anticipate reaching cashflow breakeven in the financial year ending 31 March 2019.

The Offer
Under the Rights Offer, Eligible Shareholders are entitled (but not obliged) to subscribe for 1 New Share
for every 6 Existing Shares held as at 5.00pm on 19 October 2017, at a price of $0.32 per New Share (with
entitlements to fractions of a New Share rounded down to the nearest whole number).
The Rights will not be quoted for trading on the NZX Main Board. However, they can be sold (in full or in
part) off-market prior to the Closing Date.
Any New Shares not taken up under the Rights Offer, including those attributable to the Rights of Ineligible
Shareholders, will be offered under the Shortfall Bookbuild. The Shortfall Bookbuild will be conducted by the
Lead Manager and completed by 10 November 2017.
In addition to subscribing for the New Shares to which you are entitled, you can apply for additional shares
as part of the Shortfall Bookbuild if you take up all of your Rights. The price for which you will subscribe for
additional New Shares will be set via the Shortfall Bookbuild and will be no less than $0.32 and no greater
than the close price on the day before the Shortfall Bookbuild.
If you do nothing with your Rights, you will be unable to subscribe for any New Shares to which those Rights
relate.
This Offer Document sets out important information about the Offer and the terms and conditions. Before
making your investment decision, I encourage you to read this Offer Document in full. If you are in doubt as
to what you should do, you should consult your financial or other professional adviser or an NZX Primary
Market Participant.
The Rights Offer is due to close at 5:00pm on 8 November 2017.
The Board thanks you for your continued support of Pacific Edge.
Yours faithfully,
Chris Gallaher
Chairman

---

OFFER
DOCUMENT
PRO-RATA 1 FOR 6 RENOUNCEABLE
RIGHTS OFFER OF ORDINARY SHARES
18 OCTOBER 2017
This Offer Document may
not be distributed outside
New Zealand except to
certain investors in such other
countries and to the extent
contemplated in this Offer
Document.

PACIFIC EDGE LIMITED OFFER DOCUMENT
3
This Offer Document is an important
document. It explains Pacific Edge Limited’s
plans to raise new capital of approximately
$21.3 million through a rights issue and your
opportunity to participate. The rights issue
detailed in this Offer Document will give all
Eligible Shareholders the right to acquire 1
additional share for every 6 shares they hold
on the Record Date (5:00pm on 19 October
2017), at a price of $0.32 per share.
Please take the time to read this Offer
Document carefully, and if necessary seek
financial advice from an Authorised Financial
Advisor.
Important Information 4
Chairman’s Letter 6
Important Elements of the Offer 8
Important Dates 11
Actions to be Taken by Eligible Shareholders 12
Terms of the Offer 15
Glossary 21
Directory 23

PACIFIC EDGE LIMITED OFFER DOCUMENT
4
IMPORTANT INFORMATION
1. General information
1.1 This Offer Document has been prepared by Pacific Edge Limited (PEL) in connection with a pro-rata
1 for 6 renounceable rights offer of ordinary shares (Rights Offer) and a shortfall bookbuild of New
Shares attributable to Rights not taken up under the Rights Offer (Shortfall Bookbuild) (together the
Offer).
1.2 The Offer is made under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct
Act 2013 (FMCA). This Offer Document is not a product disclosure statement for the purposes of the
FMCA and does not contain all of the information that an investor would find in such a document or
which may be required in order to make an informed investment decision about the Offer or PEL.
2. Additional Information Available Under Continuous Disclosure Obligations
2.1 PEL is subject to continuous disclosure obligations under the Listing Rules. Market releases by
PEL, including its annual report for the year ended 31 March 2017 and the Investor Presentation, are
available at www.nzx.com under the stock code PEB.
2.2 PEL may, during the Offer, make additional releases to NZX. No release by PEL to NZX will permit an
Applicant to withdraw any previously submitted application without PEL’s prior consent.
2.3 The market price of Shares may increase or decrease between the date of this Offer Document and the
date of allotment of New Shares. Any changes in the market price of Shares will not affect the Issue
Price, and the market price of New Shares following allotment may be higher or lower than the Issue
Price. However, a change in the market price of Shares may affect the Bookbuild Price. The Bookbuild
Price will be equal to or above the Issue Price, but will not exceed the closing price of Shares on the NZX
Main Board as at the close of trading on the day prior to the Shortfall Bookbuild (unless the closing price
is less than the Issue Price, in which case the Bookbuild Price will be equal to the Issue Price).
3. Withdrawal
3.1 PEL reserves the right to withdraw all or any part of the Offer at any time prior to the Issue Date at its
absolute discretion.
4. Offering Restrictions
4.1 This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders
who are not in the United States and that are not acting for the account or benefit of a person in the
United States. This Offer Document does not constitute an offer, advertisement or invitation in any
place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement
or invitation.
4.2 This Offer Document may not be sent or given to any person outside New Zealand in circumstances in
which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer
Document (including an electronic copy) outside New Zealand may be restricted by law. In particular,
this Offer Document may not be distributed to any person, and the New Shares may not be offered
or sold, in any country outside New Zealand except to the extent permitted below or as PEL may
otherwise determine in compliance with applicable laws. Further details on the offering restrictions
that apply are set out in the section of this Offer Document headed “Terms of the Offer”.
4.3 If you come into possession of this Offer Document, you should observe any such restrictions. Any
failure to comply with such restrictions may contravene applicable securities law. PEL disclaims all
liability to such persons.
5. No Guarantee
5.1 No guarantee is provided by any person in relation to the New Shares to be issued under the Offer.
Likewise, no warranty is provided with regard to the future performance of PEL or any return on any
investments made pursuant to this Offer Document. Eligible Shareholders should be aware that there

PACIFIC EDGE LIMITED OFFER DOCUMENT
5
are risks associated with investing in the New Shares. The principal risk is that Eligible Shareholders
may not be able to recoup the Issue Price, Bookbuild Price and/or may not receive any dividends,
entitlements or other distributions in respect of the New Shares. In addition, the market for the New
Shares may not be liquid. If liquidity is low, Eligible Shareholders may be unable to sell their New
Shares at an acceptable price or at all.
6. Dividend Policy
6.1 The payment of dividends is at the discretion of the Board. The Board has no present intention to
make a distribution. This policy may change from time to time at the discretion of the Board as and
when funds permit. The New Shares allotted from this Offer will participate alongside Existing Shares
in any dividends declared by PEL subsequent to their allotment.
7. Use of Funds
7.1 The funds raised are planned to be used by PEL to provide funding for its continued growth,
particularly in the USA market, while it targets getting to a cashflow breakeven position as soon as
possible. PEL anticipates reaching a cashflow breakeven position in the financial year ending 31 March
2019.
7.2 PEL will continue to invest in its sales team as it works to contract with and then scale up the large
transformation customers that it has identified.
8. Decision to Participate in the Offer
8.1 The information in this Offer Document does not constitute a recommendation to acquire New Shares
nor does it amount to financial product advice. This Offer Document has been prepared without
taking into account the particular needs or circumstances of any Applicant or investor, including their
investment objectives, financial and/or tax position.
9. Privacy
9.1 Any personal information provided by Eligible Shareholders on the Entitlement and Acceptance Form
will be held by PEL and/or the Registrar at the addresses set out in the Directory. This information
will be used for the purposes of administering your investment in PEL. This information will only be
disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 1993
(New Zealand), you have the right to access and correct any personal information held about you.
10. Enquiries
10.1 Enquiries about the Offer can be directed to an NZX Primary Market Participant, an Authorised
Financial Adviser, or your solicitor, accountant or other professional adviser. If you have any questions
about the number of New Shares to which you are entitled, or how to complete the Entitlement and
Acceptance Form, please contact the Registrar, whose contact details are set out in the Directory.

PACIFIC EDGE LIMITED OFFER DOCUMENT
6
CHAIRMAN’S LETTER
Dear Shareholder,
On behalf of the Board of Pacific Edge Limited, I am pleased to invite you as an Eligible Shareholder to
participate in this Offer of New Shares via a renounceable rights issue followed by a shortfall bookbuild.
Pacific Edge intends to raise approximately $21.3 million to help fund its continued growth, particularly in the
USA market. The Offer is fully underwritten by First NZ Capital Securities Limited.
Our revenue has continued to grow strongly in the USA and New Zealand and we have now signed our first
major hospital in Australia. To generate this growth, we have made substantial investments in our USA sales
team and laboratory facilities and have initiated large scale user programmes. We have also had four peer
reviewed papers published over the last year.
As you will be aware, our overarching strategy is the establishment of Cxbladder as the world’s leading
molecular diagnostic technology for the detection and management of bladder cancer. Our primary
objective is to build our presence in the world’s largest healthcare market, the USA.
While we have made steady progress in the USA, with more than 90% of our FY17 revenue generated there,
the key for us to succeed in this market is to contract with and then scale up the large transformational
customers that have been identified. These are:
• the Veterans Administration (VA) hospital network (approximately 10.2 million lives covered);
• TRICARE, the healthcare program for uniformed service members (approximately
9.4 million lives covered);
• Kaiser Permanente, the largest non-federally funded integrated healthcare provider in the
USA (approximately 11.8 million lives covered); and
• the Centers for Medicare and Medicaid Services (CMS), providing coverage for over 55 million
people.
While meaningful progress has been made on these opportunities, progress is slower and has taken more
time and cash resource than originally anticipated.
With the VA and TRICARE under contract, we are now able to provide services to both the veterans and
active military in the USA and are now receiving tests from two VA hospitals. Our sales force is targeting a
further 14 large VA centres out of the total VA network of 300.
Gaining a Local Coverage Determination (LCD) will enable Pacific Edge to be reimbursed by the CMS for
their patients. While this is a long and iterative process that all companies must go through, we are well
advanced in achieving our LCD.
We are well advanced in our negotiations with Kaiser Permanente, including working with Kaiser on the
implementation components necessary to start commercial sales when negotiations have been concluded.
Despite good progress being made in the USA, and not forgetting the progress in our home market with the
signing of a number of the large healthcare providers (DHBs) and insurers, we need to raise sufficient capital
to deliver and fund our growth while we target getting Pacific Edge to a cashflow breakeven position as
soon as possible. We anticipate reaching cashflow breakeven in the financial year ending 31 March 2019.

PACIFIC EDGE LIMITED OFFER DOCUMENT
7
The Offer
Under the Rights Offer, Eligible Shareholders are entitled (but not obliged) to subscribe for 1 New Share
for every 6 Existing Shares held as at 5.00pm on 19 October 2017, at a price of $0.32 per New Share (with
entitlements to fractions of a New Share rounded down to the nearest whole number).
The Rights will not be quoted for trading on the NZX Main Board. However, they can be sold (in full or in
part) off-market prior to the Closing Date.
Any New Shares not taken up under the Rights Offer, including those attributable to the Rights of Ineligible
Shareholders, will be offered under the Shortfall Bookbuild. The Shortfall Bookbuild will be conducted by the
Lead Manager and completed by 10 November 2017.
In addition to subscribing for the New Shares to which you are entitled, you can apply for additional shares
as part of the Shortfall Bookbuild if you take up all of your Rights. The price for which you will subscribe for
additional New Shares will be set via the Shortfall Bookbuild and will be no less than $0.32 and no greater
than the close price on the day before the Shortfall Bookbuild.
If you do nothing with your Rights, you will be unable to subscribe for any New Shares to which those Rights
relate.
This Offer Document sets out important information about the Offer and the terms and conditions. Before
making your investment decision, I encourage you to read this Offer Document in full. If you are in doubt as
to what you should do, you should consult your financial or other professional adviser or an NZX Primary
Market Participant.
The Rights Offer is due to close at 5:00pm on 8 November 2017.
The Board thanks you for your continued support of Pacific Edge.
Yours faithfully,
Chris Gallaher
Chairman

PACIFIC EDGE LIMITED OFFER DOCUMENT
8
Issuer Pacific Edge Limited
The Offer A pro-rata renounceable rights issue of 1 New Share for every
6 Existing Shares held on the Record Date.
Rights may have value and can be sold (in full or in part) off-market
prior to the Closing Date. The Rights will not be quoted on the NZX
Main Board.
New Shares not taken up under the Rights Offer or attributable to
Ineligible Shareholders will be offered under the Shortfall Bookbuild
which will be run by the Lead Manager
Eligible Shareholder Any person who is recorded in PEL’s share register as a Shareholder
at 5.00pm (NZ time) on the Record Date:
(a) whose address is shown in PEL’s share register as being in New
Zealand, Australia or Singapore; or
(b) whose address is shown in PEL’s share register as being in Hong
Kong who PEL considers is a professional investor as defined in
the Securities and Futures Ordinance (Cap.571) of the Laws of
Hong Kong,
and, in each case:
(c) to whom PEL, in its sole discretion, is satisfied that the Offer may
lawfully be made under all applicable laws without the need for
any registration, lodgement or other formality; and
(d) who is not in the United States and is not acting for the account
or benefit of a person in the United States.
Rights The right to subscribe for New Shares under the Offer. Eligible
Shareholders have an entitlement to subscribe for 1 New Share
for every 6 Existing Shares held on the Record Date (5:00pm,
19 October 2017). Eligible Shareholders may take up some or all or
none of their Rights
Issue Price $0.32 per New Share, being a 26.6% discount to the theoretical
ex-rights price of $0.44 as at 10 October 2017.
Shortfall BookbuildNew Shares attributable to Unexercised Rights will be offered to
Eligible Bookbuild Investors under a bookbuild process. Any New
Shares issued under the Shortfall Bookbuild will be issued at the
Bookbuild Price. The Shortfall Bookbuild will be conducted by the
Lead Manager and completed by 10 November 2017.
If you are an Institutional Investor participating in the Shortfall
Bookbuild:
• You will be able to bid for New Shares that are attributable to
Unexercised Rights.
• The minimum bid you may make for each New Share is the Issue
Price, and this amount is payable to PEL.
If you are an Eligible Shareholder you may only participate in the
Shortfall Bookbuild if you have taken up your Rights in full.
IMPORTANT ELEMENTS OF THE OFFER

PACIFIC EDGE LIMITED OFFER DOCUMENT
9
To participate in the Shortfall Bookbuild if you are an Eligible
Shareholder (other than an Institutional Investor) you must specify
the dollar value of New Shares for which you wish to apply at
the time you complete and return the enclosed Entitlement and
Acceptance Form to exercise your Rights.
If the Bookbuild Price achieved under the Shortfall Bookbuild
exceeds the Issue Price, the excess (called the Premium) will be
paid to the holders of Unexercised Rights (including Ineligible
Shareholders) in proportion to their holdings of Unexercised Rights.
There is, however, no guarantee that the Shortfall Bookbuild will
result in a Premium.
Applications for New Shares under the Shortfall Bookbuild may
be scaled by the Board in its discretion. There is no guarantee that
Eligible Shareholders will receive any or all of the additional New
Shares for which they apply through the Shortfall Bookbuild.
Unexercised RightsRights not taken up by the Closing Date, including those of Ineligible
Shareholders.
Offer Size The amount to be raised under the Offer is approximately
$21.3 million.
Oversubscriptions Oversubscriptions above the approximately $21.3 million sought by
PEL will not be accepted, but Eligible Shareholders may apply for
additional New Shares through the Shortfall Bookbuild if they take
up their Rights in full or if they are an Institutional Investor or may
acquire Rights from Eligible Shareholders who have renounced such
Rights.
New Shares Ordinary shares of the same class as, and that rank equally with,
Existing Shares on the Issue Date.
Ordinary Shares currently on issue 399,704,401 Ordinary Shares quoted on the NZX Main Board.
Maximum number of New Shares
being offered
66,617,400 New Shares.
Maximum number of Ordinary
Shares on completion of the Offer
466,321,801 Ordinary Shares.
How to apply Applications must be made by completing the enclosed Entitlement
and Acceptance Form and returning it to the Registrar together
with payment in New Zealand dollars. See “Actions to be taken by
Eligible Shareholders” later in this Offer Document.
Institutional InvestorAny person who
• in New Zealand, who PEL considers is an institutional, habitual
or sophisticated investor and to whom an offer of financial
products can be made without disclosure under Part 3 of the
FMCA;

PACIFIC EDGE LIMITED OFFER DOCUMENT
10
• in Australia, who PEL considers is a person to whom an offer of
shares for issue may lawfully be made without disclosure under
Part 6D.2 of the Corporations Act 2001 (Australia) (as modified
by any applicable regulatory instrument);
• in Hong Kong, who PEL considers is a professional investor as
defined in the Securities and Futures Ordinance (Cap.571) of the
Laws of Hong Kong; or
• in Singapore, who PEL considers is an “institutional investor” or
a “relevant person” as defined in Subdivision (4) Division 1, Part
XIII of the Securities and Futures Act, Chapter 289 of Singapore,
and, in each case who is not in the United States or acting for the
account or benefit of a person in the United States.
Offer UnderwrittenThe Offer is fully underwritten by the Underwriter.

PACIFIC EDGE LIMITED OFFER DOCUMENT
11
Announcement of the Offer 8.30am, 11 October 2017
Record Date for determining Entitlements 5:00pm, 19 October 2017
Letters of Entitlement sent to Eligible Shareholders 20 October 2017
Opening Date for the Rights Offer20 October 2017
Closing Date for the Rights Offer (last day for receipt of the
completed Entitlement and Acceptance Form with payment)
5:00pm, 8 November 2017
Shortfall Bookbuild occurs10 November 2017
Allotment and issue of New Shares under the Offer 15 November 2017
Expected date for quotation of New Shares issued under the Offer 15 November 2017
Payment of any Premium achieved in the Shortfall Bookbuild to
holders of Unexercised Rights
By 21 November 2017
IMPORTANT DATES
These dates are subject to change and are indicative only. PEL reserves the right to amend this timetable
(including by extending the Closing Date) subject to applicable laws and the Listing Rules. PEL reserves the
right to withdraw the Offer and the issue of New Shares at any time before the Issue Date at its absolute
discretion.

PACIFIC EDGE LIMITED OFFER DOCUMENT
12
ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS
Available Actions
If you are an Eligible Shareholder, accompanying this Offer Document is an Entitlement and Acceptance
Form showing the number of Rights to subscribe for New Shares that you are entitled to under the Offer.
You may take one or more of the following actions:
• take up all or some of your Rights;
• apply for additional New Shares as part of the Shortfall Bookbuild;
• transfer your Rights off-market prior to the Closing Date; or
• do nothing with all or some of your Rights.
Important:
• Your Rights may have value and can be transferred (in full or in part) off-market prior to the Closing
Date. The Rights will not be quoted on the NZX Main Board. If you do nothing with your Rights before
the Closing Date, they will form part of the Shortfall Bookbuild. If the Bookbuild Price achieved under
the Shortfall Bookbuild exceeds the Issue Price, the excess (called the Premium) will be paid to the
holders of Unexercised Rights in proportion to their holdings of Unexercised Rights. There is, however,
no guarantee that the Shortfall Bookbuild will result in a Premium.
• The Offer is pro-rata. If you take up all of your Rights your percentage shareholding in PEL will not
reduce but if you do not take up all your Rights, your percentage shareholding will reduce following
the completion of the Offer. For example, if you hold 6,000 Shares on the Record Date, you will have
1,000 Rights. If you decide not to take up any of your Rights, and all other shareholders do take up
their Rights, your percentage interest in PEL will reduce by a factor of 14.3%.
Taking Up Your Entitlement
Eligible Shareholders who wish to take up all or some of their Rights should return their completed
Entitlement and Acceptance Form and deliver it to the Registrar, along with payment of the Issue Price in
full, by no later than the Closing Date in accordance with the instructions set out in the Entitlement and
Acceptance Form.
Alternatively, you may apply online in accordance with the instructions for online applications, or you can
deliver your completed Entitlement and Acceptance Form to any NZX Primary Market Participant or any
entity designated as an NZX Firm under the NZX Participant Rules in sufficient time for that document to be
forwarded to, and received by, the Registrar by the Closing Date. If you do this, you must make payment of
your Application Monies by no later than the Closing Date in accordance with the instructions set out in the
Entitlement and Acceptance Form.
There is no minimum number of New Shares that you must subscribe for under the Offer. Applicants will
not be treated as having offered to purchase a greater number of New Shares than the number for which
payment is made.
Selling Your Entitlement
The Rights are renounceable. This enables Eligible Shareholders who do not wish to take up all or some of
their Entitlement to sell those Rights they have not taken up. If you sell all or some of your Rights, you will
not receive any Premium payable under the Shortfall Bookbuild. However, there is no guarantee that any
such Premium will be paid.
If you wish to sell all or some of your Rights, you may do so off-market prior to the Closing Date. The Rights
will not be quoted on the NZX Main Board.

PACIFIC EDGE LIMITED OFFER DOCUMENT
13
Renunciations must be lodged with the Registrar, Link Market Services Limited, no later than the Closing
Date (5:00pm on 8 November 2017). The Registrar’s details for the return of your Entitlement and
Acceptance Form are set out in the Directory.
Accepting Some of Your Entitlement and Selling the Balance
There is no minimum number of New Shares that you must subscribe for under the Offer. You may take up as
many or as few of your Rights as you wish. If you wish to take up some of your Rights and sell the balance,
you should:
• sell the number of Rights you wish to renounce off-market or do nothing with those Rights so that the
New Shares associated with those Rights are made available for sale through the Shortfall Bookbuild
(in which case only your pro rata entitlement to the Premium, if any, will be received by you); and
• indicate the number of New Shares you wish to apply for in the Entitlement and Acceptance Form
and send your completed Entitlement and Acceptance Form, together with payment for the number of New
Shares applied for, directly to the NZX Primary Market Participant through whom you sold your Rights.
If PEL receives, on or before the Closing Date (5:00pm on 8 November 2017) both an acceptance and a
renunciation by an Eligible Shareholder in respect of the same Rights, effect will be given to the renunciation
in priority to the acceptance.
Shortfall Bookbuild
Eligible Shareholders who take up their Rights in full may apply for a total dollar amount of New Shares
attributable to Unexercised Rights through the Shortfall Bookbuild. Eligible Shareholders will pay the
Bookbuild Price for any such New Shares that are issued to them. Application for New Shares attributable
to Unexercised Rights at the Bookbuild Price may be made by completing Part B of the Entitlement and
Acceptance Form. Payment for the full dollar amount of additional New Shares for which you are applying in
Part B, together with the amount paid for New Shares in respect of your Rights in Part A, must be received
on or before the Closing Date.
Payment instructions
Payment instructions are provided under the heading “Application Instructions” on the Entitlement and
Acceptance Form. Payment can only be made by Direct Debit, Cheque or Bank Draft. Please choose only
one payment option.
Option 1 (Preferred Method):
If you wish to pay by direct debit you must complete the direct debit section in the Entitlement and
Acceptance Form or in the online application (if you are applying for New Shares using the online application
process set out below). By completing the direct debit section in the Entitlement and Acceptance Form,
you authorise the Registrar to direct debit the nominated bank account for the amount for which you
have applied on the date that the Entitlement and Acceptance Form is received by the Registrar. The bank
account must be with a New Zealand registered bank.
You cannot specify a direct debit date and you must ensure that:
• the bank account details supplied are correct;
• the Application Monies in the bank account for the direct debit are available on the day you submit
your Entitlement and Acceptance Form;
• the person(s) giving the direct debit instruction has/ have authority to operate the account solely/
jointly; and

PACIFIC EDGE LIMITED OFFER DOCUMENT
14
• the bank account you nominated is a transactional account eligible for direct debit transactions.
If you are uncertain you should contact your bank.
Should your direct debit fail, your acceptance will be rejected. If requested, a direct debit form will be
provided to you by the Registrar.
Option 2:
By bank draft in New Zealand dollars or a cheque drawn from a New Zealand registered bank and made out
in New Zealand dollars. Cheques must be made payable to “Pacific Edge Entitlement Offer”, crossed “Not
Transferable” and must not be post-dated as cheques will be banked on the day of receipt. If your cheque is
dishonoured PEL may cancel your allotment of Shares and pursue any other remedies available to it at law.
Status of Acceptances
By completing and returning an Entitlement and Acceptance Form and applying for New Shares, you agree
to accept the New Shares:
• subject to the terms set out in the constitution of PEL; and
• on the terms set out in this Offer Document and the Entitlement and Acceptance Form.
Your application is irrevocable and cannot be withdrawn. PEL has the sole discretion to accept or reject your
application for New Shares.
Deemed application
If you specify on your Entitlement and Acceptance Form a number of New Shares in excess of your Rights
under the Offer, you will be deemed to have applied to take up all of your Rights to New Shares.
If there is a discrepancy between the amount of your Application Monies and the number of New Shares for
which you have applied, you will be deemed to have applied for the number of New Shares to which your
Application Monies equates (rounded down) unless that number of New Shares would exceed your Rights,
in which case you will be deemed to have applied to take up all of your Rights to New Shares and to have
applied for the remaining dollar amount of additional New Shares (after taking up all of your Rights to New
Shares) under the Shortfall Bookbuild.
Enquiries
If you have any queries about the number of Rights shown on the Entitlement and Acceptance Form which
accompanies this Offer Document, or how to complete the Entitlement and Acceptance Form, please
contact the Registrar at:
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Telephone +64 9 375 5998
Fax +64 9 375 5990
Email: enquiries@linkmarketservices.co.nz

PACIFIC EDGE LIMITED OFFER DOCUMENT
15
TERMS OF THE RIGHTS OFFER
1. The Rights Offer
1.1 The Rights Offer is an offer of New Shares in PEL to Eligible Shareholders under a pro-rata
renounceable rights issue. Under the Offer, Eligible Shareholders are entitled to subscribe for 1 New
Share for every 6 Existing Shares held on the Record Date. Any fractional Entitlements will be rounded
down to the nearest whole number.
1.2 The New Shares will be of the same class as, and rank equally with, the Existing Shares which are
quoted on the NZX Main Board. It is a term of the Offer that PEL will take any necessary steps to
ensure that the New Shares are, immediately after the issue, quoted.
1.3 The maximum number of New Shares being offered under the Offer is 66,617,400.
2. Issue Price
2.1 The Issue Price under the Rights Offer is $0.32 per New Share. The Issue Price is a 26.6% discount
to the theoretical ex-rights price of $0.44 as at 10 October 2017. Payment for the New Shares must
be made in full on application with a completed Entitlement and Acceptance Form delivered to the
Registrar in accordance with the instructions set out in the Entitlement and Acceptance Form. PEL
may (at its discretion) accept late applications and Application Monies, but has no obligation to
do so. PEL may accept or reject (at its discretion) any Entitlement and Acceptance Form which it
considers is not completed correctly, and may correct any errors or omissions on any Entitlement and
Acceptance Form.
2.2 If an Eligible Shareholder does not renounce their Rights and does not apply for any New Shares
and pay the associated Application Monies by the Closing Date (5:00pm on 8 November 2017), their
Rights will form part of the Shortfall Bookbuild. If the Bookbuild Price achieved under the Shortfall
Bookbuild exceeds the Issue Price, the excess (called the Premium) will be paid to the holders of
Unexercised Rights pro rata.
2.3 Application Monies received will be held in a trust account with the Registrar until the corresponding
New Shares are allotted or the Application Monies are refunded. Interest earned on the Application
Monies will be for the benefit, and remain the property, of PEL and will be retained by PEL whether or
not the issue and allotment of New Shares takes place.
2.4 Any refunds of Application Monies will be made within 5 Business Days of allotment, or, if a decision is
made not to proceed with the Offer, within 5 Business Days of the date of that decision.
3. Eligibility
3.1 The Offer is only open to Eligible Shareholders or persons that PEL is satisfied can otherwise
participate in the Offer in compliance with all applicable laws.
3.2 PEL considers that the legal requirements of jurisdictions other than New Zealand, Australia, Hong
Kong and Singapore are such that it would be unduly onerous for PEL to make the Offer in those
jurisdictions. This decision was made having regard to the small number of Shareholders in such
overseas jurisdictions, the financial resources of PEL and the costs of complying with overseas legal
requirements.
3.3 This Offer Document is intended for use only in connection with the Offer to any person recorded in
PEL’s share register as a Shareholder at 5.00pm (NZ time) on the Record Date:
(a) whose address is shown in PEL’s share register as being in New Zealand, Australia or Singapore;
and
(b) whose address is shown in PEL’s share register as being in Hong Kong who PEL considers is a
professional investor as defined in the Securities and Futures Ordinance (Cap.571) of the Laws
of Hong Kong,
and who are not in the United States and are not acting for the account or benefit of a person

PACIFIC EDGE LIMITED OFFER DOCUMENT
16
in the United States, and does not constitute an offer or invitation in any place in which, or to
any person to whom, it would not be lawful to make such an offer or invitation.
3.4 This Offer Document is not to be sent or given to any person outside New Zealand in circumstances in
which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer
Document (including an electronic copy) outside New Zealand may be restricted by law. If you come
into possession of this Offer Document, you should observe any such restrictions and seek your own
advice on such restrictions. Any failure to comply with such restrictions may contravene applicable
securities law. PEL disclaims all liability to such persons.
3.5 The Entitlements of all Ineligible Shareholders and any other Rights not taken up by the Closing Date
will be Unexercised Rights and the New Shares attributable to those Unexercised Rights will be offered
in the Shortfall Bookbuild. If the Bookbuild Price exceeds the Issue Price the excess (the Premium) will
be paid to the holders of Unexercised Rights in proportion to their holding of Unexercised Rights.
Australia
3.6 The offer of Entitlements and New Shares under the Offer (and this document for the purposes of
that offer) is made to existing Shareholders in Australia in reliance on the Australian Securities and
Investments Commission Corporations (Foreign Rights Issues) Instrument 2015/356. This document
is not intended to be distributed or passed on, directly or indirectly, to any other class of persons in
Australia.
3.7 This document is not a prospectus, product disclosure statement or any other formal “disclosure
document” for the purposes of Australian law and is not required to, and does not, contain all the
information which would be required in a “disclosure document” under Australian law. It may contain
references to dollar amounts which are not Australian dollars, may contain financial information which
is not prepared in accordance with Australian law or practices, may not address risks associated with
investment in foreign currency denominated investments and does not address Australian tax issues.
3.8 This document has not been and will not be lodged or registered with the Australian Securities
& Investments Commission or the Australian Securities Exchange and PEL is not subject to the
continuous disclosure requirements that apply in Australia. Prospective professional investors should
not construe anything in this Offer Document as legal, business or tax advice nor as financial product
advice for the purposes of Chapter 7 of the Corporations Act 2001 (Australia).
Hong Kong
3.9 WARNING: This Offer Document has not been, and will not be, registered as a prospectus under
the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of the laws of Hong
Kong, nor is it an advertisement, invitation or document subject to section 103(1) of the Securities and
Futures Ordinance (Cap. 571) of the Laws of Hong Kong (SFO). This Offer Document has not been
authorised by the Securities and Futures Commission in Hong Kong pursuant to the SFO. No action
has been taken in Hong Kong to authorise or register this Offer Document or to permit the distribution
of this Offer Document or any documents issued in connection with it. The New Shares have not been
and will not be offered or sold in Hong Kong other than to “professional investors” (as defined in the
SFO).
3.10 No advertisement, invitation or document relating to the New Shares has been or will be issued, or has
been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere,
that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong
Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to
the New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only
to professional investors (as defined in the SFO and any rules made under that ordinance). No person
allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer
to the public in Hong Kong within six months following the date of issue of such securities.
3.11 The contents of this Offer Document have not been reviewed by any Hong Kong regulatory authority.
You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of
this Offer Document, you should obtain independent professional advice.

PACIFIC EDGE LIMITED OFFER DOCUMENT
17
Singapore
3.12 This Offer Document and any other materials relating to the Rights and the New Shares have not
been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority
of Singapore. Accordingly, this Offer Document and any other document or materials in connection
with the offer or sale, or invitation for subscription or purchase, of the Rights or New Shares, may
not be issued, circulated or distributed, nor may the Rights or the New Shares be offered or sold,
or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4)
Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (SFA), or as otherwise
pursuant to, and in accordance with, the conditions of any other applicable provisions of the SFA.
3.13 This Offer Document has been given to you on the basis that you are (i) an existing holder of Shares,
(ii) an “institutional investor” (as defined in the SFA) or (iii) a “relevant person” (as defined in section
275(2) of the SFA). In the event that you are not an investor falling within any of the categories set
out above, please return this Offer Document immediately. You may not forward or circulate this Offer
Document to any other person in Singapore.
3.14 Any offer is not made to you with a view to the Rights or the New Shares being subsequently offered
for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to
investors who acquire Rights or New Shares. As such, investors are advised to acquaint themselves
with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
4. Opening and Closing Dates
4.1 The Offer will open for receipt of acceptances from 20 October 2017 (Opening Date). The last day for
receipt of the completed Acceptance and Entitlement Form with payment is 5:00pm on
8 November 2017 (Closing Date), subject to PEL varying those dates in accordance with the Listing
Rules.
5. Shortfall Bookbuild
5.1 New Shares attributable to Unexercised Rights will be offered to Eligible Bookbuild Investors under
the Shortfall Bookbuild. If you do not take up your Rights under the Rights Offer or are an Ineligible
Shareholder, the New Shares attributable to your Unexercised Rights will be offered for sale in the
Shortfall Bookbuild.
5.2 The Lead Manager will manage the Shortfall Bookbuild on behalf of PEL. The Shortfall Bookbuild will
be completed by 10 November 2017.
Eligibility
5.3 The Shortfall Bookbuild is only open to Eligible Bookbuild Investors. Eligible Bookbuild Investors are:
(a) Institutional Investors who apply to participate in the Shortfall Bookbuild, whether or not such
Institutional Investors are Eligible Shareholders or take up any Rights.
(b) Eligible Shareholders who take up their Rights in full and complete Part B of the Entitlement
and Acceptance Form to apply for a dollar amount of New Shares at the Bookbuild Price.
Shortfall Bookbuild process
5.4 Institutional Investors participating in the Shortfall Bookbuild will bid for the New Shares attributable
to the Unexercised Rights. The minimum bid that you may submit for a New Share under the Shortfall
Bookbuild is the Issue Price of $0.32 per New Share and this amount is payable to PEL.
5.5 The Bookbuild Price will be determined by the Board and the Lead Manager and will be:
(a) no less than the Issue Price; and
(b) no more than the closing price on the NZX Main Board for an Existing Share as at the close of
trading on the day prior to the Shortfall Bookbuild (unless the closing price is less than the Issue
Price, in which case the Bookbuild Price will be equal to the Issue Price).

PACIFIC EDGE LIMITED OFFER DOCUMENT
18
5.6 The proceeds from each New Share issued under the Shortfall Bookbuild (if any) will be paid by the
Registrar as follows:
(a) the Issue Price of $0.32 to PEL; and
(b) any Premium achieved to the holders of Unexercised Rights in proportion to their holdings of
Unexercised Rights.
Example
5.7 This example assumes that there is demand for all of the New Shares available under the Shortfall
Bookbuild and that the Bookbuild Price exceeds the Issue Price.
Per Share:
Issue Price: $0.32
Bookbuild Price $0.33
Premium: $0.01
5.8 In this example, a Shareholder who holds 6,000 Existing Shares at 5pm on the Record Date who is
either an Ineligible Shareholder or is an Eligible Shareholder who chooses not to take up any of his or
her Rights will have 1,000 Unexercised Rights. That Shareholder will receive $10 in aggregate for his
or her Unexercised Rights in the Shortfall Bookbuild, being the Premium of $0.01 multiplied by the
number of Unexercised Rights held by him or her.
5.9 The above is an example only. There is no guarantee that the Bookbuild Price will exceed the Issue
Price.
5.10 If the Bookbuild Price is equal to the Issue Price, there will be no Premium payable to the holders of
Unexercised Rights.
Shortfall Bookbuild allocation policy
5.11 Allocations and any necessary scaling of applications for New Shares under the Shortfall Bookbuild
will be determined by the Board in its discretion in consultation with the Lead Manager.
5.12 Once the Bookbuild Price has been determined, the Application Monies in respect of any applications
for New Shares through the Shortfall Bookbuild by Eligible Shareholders will be divided by the
Bookbuild Price to calculate the number of New Shares that those Eligible Shareholders have applied
for, rounded down to the nearest whole New Share. Any difference between the dollar amount of New
Shares for which you apply through the Shortfall Bookbuild and the value (based on the Bookbuild
Price) of the New Shares you receive through the Shortfall Bookbuild solely due to rounding will be
retained by PEL.
Application to participate in Shortfall Bookbuild
5.13 If you are an Institutional Investor, you may participate in the Shortfall Bookbuild by contacting the
Lead Manager who will provide details as to the process to be undertaken in relation to the Shortfall
Bookbuild.
5.14 If you are an Eligible Shareholder and you have taken up all of your Rights you may participate in the
Shortfall Bookbuild by completing Part B of the Entitlement and Acceptance Form and applying for a
dollar amount of New Shares at the Bookbuild Price.
Payment to holders
5.15 The Premium, if any, will be paid by the Registrar in New Zealand dollars in accordance with the direct
credit payment instructions provided by the relevant Shareholder to PEL (if any) and otherwise by
cheque sent by ordinary post to their address as recorded in the Share Register. No interest will be paid
in respect of any Premium payable. Payment (if any) is expected to be made by 21 November 2017.
6. Oversubscription Facility
6.1 Oversubscriptions above the approximately $21.3 million sought by PEL will not be accepted. Eligible
Shareholders who wish to acquire more New Shares than their Entitlement may do so by applying for

PACIFIC EDGE LIMITED OFFER DOCUMENT
19
additional New Shares through the Shortfall Bookbuild or acquiring Rights from Eligible Shareholders
who have renounced such Rights off-market.
7. Underwriting Agreement
7.1 The Underwriter has fully underwritten the Offer. This means that the Underwriter will subscribe at the
Issue Price for that number of New Shares attributable to the Underwritten Rights in accordance with
the terms of the Underwriting Agreement.
7.2 A summary of the principal terms of the Underwriting Agreement is set out as follows:
(a) The Underwriter has the power to appoint sub-underwriters.
(b) The Underwriter will be paid an underwriting fee of 1.5% of the total gross proceeds to be raised
under the Offer. The Underwriter will also receive a lead management fee in respect of the Offer
which is within the usual range of fees payable for an offer of this nature.
(c) The Underwriting Agreement contains termination events, representations, warranties and
indemnities that are customary for an offer of this nature.
(d) The reasons why the Underwriter may terminate its obligations under the Underwriting
Agreement include events which have, or may have, a material adverse effect on PEL, the
Shares or the Offer. These may be as a result of events related to PEL or as a result of external
events, such as changes in financial, economic and political conditions in certain countries or
financial markets.
(e) If the Underwriting Agreement is terminated, a termination fee may be payable to the
Underwriter.
(f) PEL has indemnified the Underwriter, its related companies and their respective directors,
officers, partners, employees and advisers against certain losses incurred as a result of any act
or omission by PEL in relation to the Offer, the allotment of the New Shares or the Underwriting
Agreement.
(g) For a period of 6 months after the date of the Underwriting Agreement, PEL and its subsidiaries
must not, without the prior written consent of the Underwriter:
(i) offer for sale or accept any offers for any Shares or other equity securities issued by
PEL (Securities);
(ii) issue or grant any right or option that entitles the holder to call for the issue of Securities
or that is otherwise convertible into, exchangeable or redeemable by the issue of
Securities;
(iii) otherwise enter into any agreement whereby any person might be entitled to the
allotment and issue of any Securities; or
(iv) make any announcement of an intention to do any of the above,
other than pursuant to its existing employee incentive scheme or this Offer.
8. Allotment and Issue of New Shares
8.1 New Shares issued pursuant to the exercise of Entitlements are expected to be allotted and issued by
15 November 2017 (Issue Date). Transaction statements confirming the allotment of your New Shares
will be issued and mailed in accordance with the Listing Rules.
9. Terms and Ranking of New Shares
9.1 New Shares allotted and issued will be fully paid and will be the same class as, and rank equally in all
respects with, Existing Shares on issue that are quoted on the NZX Main Board on the Issue Date. They
will give the holder the right to one vote on a resolution at a meeting of Shareholders (subject to any
restrictions in PEL’s constitution or the Listing Rules), the right to dividends authorised by the Board
and the right to a proportionate share in any distribution of surplus assets of PEL on any liquidation.

PACIFIC EDGE LIMITED OFFER DOCUMENT
20
10. Rights
10.1 If you are an Eligible Shareholder you may subscribe for all or some of your New Shares, sell all or
some of your Rights or do nothing with all or some of your Rights. See further details in the section of
this Offer Document headed “Actions To Be Taken By Eligible Shareholders”.
11. Stamping Fee
11.1 A broker stamping fee of 0.5% of Application Monies on New Shares allotted will be paid to NZX
Primary Market Participants who submit a valid claim for a broker stamping fee on successful
applications, subject to a maximum fee of $200 per successful application. The fee will be paid by the
Underwriter. The Underwriter reserves the right to decline payment of broker stamping fees where it
considers that holdings have been split or otherwise structured to take advantage of the stamping fee
arrangements.
12. Minimum Amount to be Raised
12.1 There is no minimum amount that must be raised for the Offer to proceed.
13. NZX Main Board Quotation
13.1 The Rights will not be quoted on the NZX Main Board.
13.2 The New Shares have been accepted for quotation by NZX and will be quoted upon completion of
allotment procedures. The NZX Main Board is a licensed market operated by NZX, a licensed market
operator, regulated under the FMCA.
14. Governing Law
14.1 This Offer Document, the Offer and any contract resulting from it are governed by the laws of New
Zealand, and each Applicant submits to the exclusive jurisdiction of the courts of New Zealand.

PACIFIC EDGE LIMITED OFFER DOCUMENT
21
GLOSSARY
Applicant means an investor whose application for New Shares has been received by the Registrar prior to
the Closing Date.
Application Monies means money received by PEL from Eligible Shareholders who have applied for New
Shares under the Offer.
Board means the board of directors of PEL.
Bookbuild Price means the price per New Share determined by the Board in consultation with the Lead
Manager through the Shortfall Bookbuild process based on the bids received from Institutional Investors. It
is expected to be set at a price that will clear the greatest number of Unexercised Rights. It will be no less
than the Issue Price and no more than the closing price on the NZX Main Board for an Existing Share on the
day prior to the Shortfall Bookbuild (unless the closing price is less than the Issue Price, in which case the
Bookbuild Price will be equal to the Issue Price).
Business Day has the meaning given to that term in the Listing Rules.
Cleansing Notice means a cleansing notice issued by PEL as part of the Offer as required under the
exclusion in clause 19 of Schedule 1 of the FMCA.
Closing Date means 5:00pm on 8 November 2017.
Eligible Bookbuild Investor means an Institutional Investor or an Eligible Shareholder who takes up all of his
or her Rights.
Eligible Shareholder means any person who is recorded in PEL’s share register as a Shareholder at 5.00pm
(NZ time) on the Record Date:
(a) whose address is shown in PEL’s share register as being in New Zealand, Australia or Singapore; or
(b) whose address is shown in PEL’s share register as being in Hong Kong who PEL considers is a
professional investor as defined in the Securities and Futures Ordinance (Cap.571) of the Laws of Hong
Kong,
and, in each case:
(c) to whom the PEL, in its sole discretion, is satisfied that the Offer may lawfully be made under all
applicable laws without the need for any registration, lodgement or other formality; and
(d) who is not in the United States and is not acting for the account or benefit of a person in the United
States.
Entitlement and Acceptance Form means the personalised entitlement and acceptance form enclosed in
this Offer Document for Eligible Shareholders.
Entitlement means the number of Rights to which Eligible Shareholders are entitled.
Existing Shares means Shares on issue on the Record Date.
FMCA means the Financial Markets Conduct Act 2013.
Ineligible Shareholders means Shareholders of PEL who are not Eligible Shareholders.
Institutional Investor means any person:
(a) in New Zealand, who PEL considers is an institutional, habitual or sophisticated investor and to whom an
offer of financial products can be made without disclosure under part 3 of the FMCA;
(b) in Australia, who PEL considers is a person to whom an offer of shares for issue may lawfully be made
without disclosure under part 6D.2 of the Corporations Act 2001 (Australia) (as modified by any
applicable regulatory instrument);
(c) in Hong Kong, who PEL considers is a professional investor as defined in the Securities and Futures
Ordinance (Cap.571) of the Laws of Hong Kong; or
(d) in Singapore, who PEL considers is an “institutional investor” or a “relevant person” as defined in
Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore,
and, in each case who is not in the United States or acting for the account or benefit of a person in the
United States.

PACIFIC EDGE LIMITED OFFER DOCUMENT
22
Investor Presentation means the investor presentation released to NZX on 11 October 2017.
Issue Date means the date of allotment of the New Shares pursuant to the exercise of Entitlements, which is
expected to be 15 November 2017.
Issue Price means $0.32 per New Share.
Lead Manager means First NZ Capital Securities Limited.
Listing Rules means the listing rules of the NZX Main Board, as amended from time to time and for so long
as PEL is listed by NZX.
New Share means one ordinary share in PEL offered under the Offer of the same class as, and ranking
equally in all respects with, PEL’s quoted Existing Shares.
NZX means NZX Limited.
NZX Main Board means the main board equity security market operated by NZX.
NZX Primary Market Participant means any company, firm, organisation, or corporation designated or
approved as a primary market participant from time to time by NZX.
Offer means the Rights Offer and the offer made under the Shortfall Bookbuild.
Offer Document means this document.
Opening Date means 20 October 2017.
Ordinary Share means one ordinary fully paid share in PEL.
PEL means Pacific Edge Limited.
Premium means the amount by which the Bookbuild Price achieved in the Shortfall Bookbuild exceeds the
Issue Price.
Record Date means 5:00pm on 19 October 2017.
Registrar means Link Market Services Limited.
Right means the renounceable right to subscribe for 1 New Share for every 6 Existing Shares held on the
Record Date at the Issue Price, issued pursuant to the Rights Offer.
Rights Offer means the offer to subscribe for New Shares made to Eligible Shareholders as at the Record
Date, under the renounceable rights offer set out in this Offer Document.
Share means one Ordinary Share.
Shareholder means a registered holder of Shares on issue.
Shortfall Bookbuild means the bookbuild process for New Shares attributable to Unexercised Rights as
described in clause 5 of the Terms of Offer.
Underwriter means First NZ Capital Securities Limited.
Underwriting Agreement means the agreement entered into between PEL and the Underwriter dated
11 October 2017, a summary of the principal terms of which are set out in clause 7.2 of the Terms of the Offer.
Underwritten Rights means any Unexercised Rights which are not taken up under the Shortfall Bookbuild.
Unexercised Rights means those Rights not taken up by the Closing Date, including the Rights of Ineligible
Shareholders.
NOTE:
• All references to time are to New Zealand time.
• All references to currency are to New Zealand dollars.
• All references to legislation are references to New Zealand legislation unless stated or defined
otherwise.

PACIFIC EDGE LIMITED OFFER DOCUMENT
23
PEL’s Registered Office
Anderson Lloyd
Level 10, Otago House
Cnr Moray Place & Princes Street
Dunedin, 9016
New Zealand
Telephone: +64 3 479 5800
Facsimile: +64 3 479 5801
Website: www.pacificedgedx.com
Solicitors
Anderson Lloyd
Level 10, Otago House
Cnr Moray Place and Princes Street
Private Bag 1959
Dunedin 9054
New Zealand
Telephone: +64 3 477 3973
Facsimile: +64 3 477 3184
The Share Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Telephone +64 9 375 5998
Fax +64 9 375 5990
Email: enquiries@linkmarketservices.co.nz
PEL Directors
Christopher Gallaher (Chairman)
David Darling (Chief Executive Officer)
David Band
Anatole Masfen
David Levison
Bryan Williams
Organising Participant and Underwriter
First NZ Capital Securities Limited
Level 39, ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand
Telephone: +64 9 302 5500
DIRECTORY
Enquiries
Enquiries about this Offer should be directed to an NZX Primary Market Participant or your financial or
legal adviser.
If you have any queries about the number of Rights shown on the Entitlement and Acceptance Form
which accompanies this Offer Document, or how to complete the Entitlement and Acceptance Form,
please contact the Registrar using the details set out above.

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18001205 | 3034713
page 1
18 October 2017



DEAR SHAREHOLDER




Pro-rata entitlement offer – notification to ineligible shareholders

On 11 October 2017, Pacific Edge Limited (Pacific Edge) announced the launch of a $23.1 million renounceable
pro-rata entitlement offer (Rights Offer) to eligible shareholders to subscribe for 1 new Pacific Edge share (New
Share) for every 6 existing Pacific Edge shares (Existing Shares) and a shortfall bookbuild (Bookbuild) of New
Shares attributable to the rights not taken up under the Rights Offer (together the Offer).

Pacific Edge considers that the legal requirements of jurisdictions other than New Zealand, Australia, Hong Kong
and Singapore are such that it would be unduly onerous for Pacific Edge to make the Offer in those jurisdictions.
This decision was made having regard to the small number of shareholders in the overseas jurisdictions; the
likelihood of those shareholders electing to participate in the Offer if offered to them; the financial resources of
Pacific Edge and the costs of complying with overseas legal requirements. Action therefore has only been or will be
taken to register, qualify or otherwise permit a public offering of the New Shares to shareholders in New Zealand,
Australia and Singapore and to institutional shareholders in Hong Kong and no other jurisdiction.

Under the terms of the Offer, you are an "Ineligible Shareholder" (defined below) and accordingly you are not
eligible to subscribe for New Shares and you will not be sent a copy of the Offer Document.

This letter is to inform you about the Offer. It is neither an offer to issue shares to you, nor an invitation for you to
apply for New Shares. You are not required to do anything in response to this letter. However, you may still
receive some benefit from the Offer, as described below.

What is the Offer?

The Offer involves an offer to any person recorded in Pacific Edge’s share register as a shareholder as at 5pm on
19 October 2017 (Record Date) whose address is shown in Pacific Edge’s share register as being in New
Zealand, Australia or Singapore or whose address is shown in Pacific Edge’s share register as being in Hong Kong
and who is an institutional investor (together Eligible Shareholders) of an entitlement to subscribe for 1 New
Share for every 6 Existing Shares (Rights) held at the Record Date, at a price of NZ$0.32 (Offer Price) for each
New Share.

The New Shares attributable to the Rights of shareholders who are not Eligible Shareholders (Ineligible
Shareholders) and to the Rights not taken up by Eligible Shareholders (together Unexercised Rights) will be
offered to investors through the Bookbuild run by First NZ Capital Securities Limited (Lead Manager) as lead
manager in relation to the Offer. The Bookbuild is expected to occur on 10 November 2017. The New Shares
issued under the Bookbuild will be issued at the bookbuild price, which will be determined by Pacific Edge and the
Lead Manager but will not be less than the Offer Price and not more than the closing price for Pacific Edge's

18001205 | 3034713
page 2
ordinary shares on the NZX Main Board on the day prior to the Bookbuild (Bookbuild Price). The proceeds from
the New Shares offered under the Bookbuild (if any) will be paid as follows:

x the Offer Price of $0.32 to Pacific Edge; and

x any amount by which the Bookbuild Price exceeds the Offer Price (Premium), to the holders of Unexercised
Rights in proportion to their holdings of Unexercised Rights.

There is no guarantee of any Premium. The Premium, if any, will be paid to the holders of Unexercised Rights in
New Zealand dollars in accordance with the direct credit payment instructions provided by the relevant Shareholder
to Pacific Edge (if any) and otherwise by cheque sent by ordinary post to their address as recorded in the Share
Register. No interest will be paid in respect of any Premium payable. Payment (if any) is expected to be made by
21 November 2017.

Why am I not eligible to participate in the Offer?

Under the terms of the Offer, investors that are not Eligible Shareholders are ineligible to take up Rights to
subscribe for New Shares under the Offer.

The restrictions upon eligibility are due to legal limitations in some countries, the relatively small number of
shareholders there, the small number and value of shares they hold and the potential cost of complying with
regulatory requirements in those countries. Accordingly, Pacific Edge wishes to advise you that it will not be
extending the Offer to you, but appreciates your continued support as a shareholder.


Yours sincerely




Chris Gallaher
Chairman
Pacific Edge Limited

---

IMPORTANT: THIS DOCUMENT REQUIRES YOUR IMMEDIATE ATTENTION
ENTITLEMENT AND ACCEPTANCE FORM
1 FOR 6 ENTITLEMENT OFFER OF UP TO 66,617,400 ORDINARY SHARES ISSUED ON A FULLY PAID BASIS WITH NZ$0.32 PER NEW SHARE PAYABLE ON
APPLICATION
Instructions for the completion of this Entitlement and Acceptance Form are enclosed. Please read the EXPLANATION OF ENTITLEMENT before
completing this form. If you are in any doubt as to how to deal with this Entitlement Offer please consult an NZX Primary Market Participant, or your
lawyer, accountant or other professional adviser.

Please complete this section and return in the manner set out on the enclosed instructions.

ENTITLEMENT AND ACCEPTANCE
Shares held on the Record Date
(5:00 pm 19 October 2017):

Your full Entitlement to New Shares: Total application amount payable for
full Entitlement:
NZ$

Part A: COMPLETE THIS SECTION TO APPLY FOR ALL OR SOME OF YOUR ENTITLEMENT
Please complete the following to accept your Entitlement and calculate the amount payable at the issue price of NZ$0.32 per New Share.
Number of New Shares applied for

Amount payable per New Share Payment Amount (A)

X
NZ$0.32
=
NZ$

PART B: COMPLETE THIS SECTION IF YOU WANT TO APPLY FOR ADDITIONAL NEW SHARES UNDER THE SHORTFALL BOOKBUILD
AND HAVE ACCEPTED YOUR ENTITLEMENT IN FULL
Please specify the total amount you are willing to pay for additional New Shares under the Shortfall Bookbuild. The number of New Shares to be
allocated to you will be determined by dividing the total amount that you have specified below by the Bookbuild Price. Allocations and any
necessary scaling of applications for New Shares under the Shortfall Bookbuild will be determined by the Board in its discretion. Please also state
the total amount payable by you for your Entitlements and additional New Shares by adding the amounts in boxes A and B. Any difference between
the dollar amount of New Shares for which you apply through the Shortfall Bookbuild and the value (based on the Bookbuild Price) of the New
Shares you receive through the Shortfall Bookbuild solely due to rounding will be retained by PEL.
Additional amount for New Shares (B)
Please complete dollar amount

Total Amount payable for Entitlement
Shares and Additional amount (A + B)
NZ$

NZ$

IMPORTANT: If you choose to take up all or some of your Entitlement, this Entitlement and Acceptance Form, together with the total amount
payable on acceptance, must be forwarded in the reply paid envelope accompanying the Offer Document (or returned by means of one of the other
methods set out in the instructions) so as to be received by Link Market Services Limited (Registrar) NOT LATER THAN 5.00 pm, 8 November 2017. If
you wish to sell all or some of your Entitlement, you may do so by selling the part of your Entitlement that you wish to renounce off-market. If you
do not take up or sell any of your Rights they will lapse and you will not be able to subscribe for any New Shares.

PAYMENT: YOU MAY ONLY CHOOSE ONE OPTION
Option 1: DIRECT DEBIT
Direct debits allow Pacific Edge or its agent to deduct money from your nominated bank account as payment for your application. If you wish
to make payment by this method, please complete your account details below. By signing this Entitlement and Acceptance Form, the signatory
agrees that Pacific Edge or its agent is authorised to direct debit the bank account below for the total amount payable in accordance with the
terms specified in the Explanation of Entitlement.
Account Name:____________________________________________ Name of Bank________________________________________________
-
Bank Branch Account number Suffix
Option 2: CHEQUE
Please attach your cheque for the total amount payable. Your cheque must be for immediate value drawn on a New Zealand bank, or bank draft in
New Zealand currency, made out to “Pacific Edge Entitlement Offer”. Cheques should be crossed 'Not Transferable'. Post-dated cheques will not be
accepted. If your cheque dishonours, your application will be rejected.
SIGNATURE
Please read the APPLICATION TERMS AND INSTRUCTIONS on the back of this Form before completing (All holders as named in the top part of this Form must sign).



Email:

THIS FORM, TOGETHER WITH THE TOTAL AMOUNT PAYABLE ON APPLICATION, MUST BE RETURNED SO AS TO BE RECEIVED BY LINK MARKET SERVICES LIMITED NOT
LATER THAN 5PM, 8 NOVEMBER 2017
Date 2017 Daytime mobile number:
Shareholder Details

Shareholding as at 5pm (NZ time) on
19 October 2017:
Entitlement Number for Online Applications:


OFFER CLOSES 5:00 PM, 29 June 2015


Broker Stamp

SECURITY RENUNCIATION / SECURITY TRANSFER FORM
DO NOT SIGN THIS FORM IF YOU INTEND TAKING UP YOUR FULL RIGHTS ENTITLEMENT
PART I – DETAILS OF SELLER:
Full Name of Issuer PACIFIC EDGE LIMITED
Description of Rights Right to subscribe for New Shares at NZ$0.32 per New Share
Number of Rights In words: In figures:
Seller(s) Details:
Seller(s) details appear on the front of this Form (Name Address and Shareholder number) and are not required to
be completed.
Signature of seller(s). All holders named on the front of this Form must sign below
________________________________________________________________________________________________________________________
Date:__________________________________________2017 Day time phone number: (_ _)_________________________________
I/We hereby sell and transfer the Rights described above in favour of the person(s) named below.
PART II – BUYER’S ACCEPTANCE & DETAILS
Consideration In words: Figures NZ$
BUYER(S) Full Name(s):
Postal address:
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
BUYER’S CSN/Holder Number

Acceptance of Rights and Payment
Number of New Shares accepted: Amount per Right

NZ$0.32
Payment Amount enclosed
(A)
NZ$
PAYMENT: YOU MAY ONLY CHOOSE ONE OPTION
Option 1: DIRECT DEBIT
Direct debits allow Pacific Edge or its agent to deduct money from your nominated bank account as payment for your application. If you wish to
make payment by this method, please complete your account details below. By signing this Entitlement and Acceptance Form, the signatory
agrees that Pacific Edge or its agent is authorised to direct debit the bank account below for the total amount payable in accordance with the
terms specified in the Explanation of Entitlement.
Account Name:____________________________________________ Name of Bank________________________________________________
-
Bank Branch Account number Suffix

Option 2: CHEQUE
Please attach your cheque for the total amount payable. Your cheque must be for immediate value drawn on a New Zealand bank, or bank
draft in New Zealand currency, made out to “Pacific Edge Entitlement Offer”. Cheques should be crossed 'Not Transferable'. Post-dated
cheques will not be accepted. If your cheque dishonours, your application will be rejected.
Signature of BUYER(S): ___________________________________________________________________________________________________
I/We acknowledge that this Form was distributed with the Offer Document and that I/we have received and read a copy of the Offer Document.

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY: (Complete this section if you are acting on behalf of someone for whom you have Power
of Attorney)
I, ....................................................................................................................................................................................................... (name of Attorney)
of ...................................................................................................................................................................... (address and occupation of Attorney)
HEREBY CERTIFY:
THAT, by Power of Attorney dated.................................(insert date), ...................................................(name of shareholder) (the 'Donor') appointed me
his/her/its Attorney on the terms and conditions set out in the Power of Attorney.
THAT I have executed this Form under the Power of Attorney and pursuant to the powers thereby conferred on me.
2. THAT at the date of this certificate I have not received any notice or information of the revocation of that Power of Attorney by death (or winding
up) of the Donor or otherwise.
Signed at ..........................this......... day of .............................2017 Signature of Attorney:....................................................................................

PLEASE READ THE FOLLOWING, WHICH CONTAINS A DETAILED EXPLANATION OF YOUR ENTITLEMENT
BEFORE COMPLETING THE ENTITLEMENT AND ACCEPTANCE FORM
APPLICATION TERMS
By returning the Entitlement and Acceptance Form I/We:
 Acknowledge that the Entitlement and Acceptance Form was distributed with the Offer Document for the 1 for 6 Renounceable Rights Issue and
that I/we have received and read a copy of the Offer Document in full and agree to be bound by the Constitution of Pacific Edge Limited and the
terms and conditions of the Offer (including the representations and warranties contained in the Offer Document and the Entitlement and
Acceptance Form).
 Acknowledge that the information contained in the Offer Document and the Entitlement and Acceptance Form is not a recommendation to
acquire New Shares or financial product advice or that the New Shares are suitable for me/us, given my/our investment objectives, financial or
taxation situation or particular needs.
 Represent and warrant that all details and statements in the Entitlement and Acceptance Form are complete and accurate.
 Represent and warrant that I/we have a registered address in New Zealand or, where I/we have a registered address in a jurisdiction other than
New Zealand, the law of such other jurisdiction does not prohibit me/us from being given the Offer Document or making an application on the
Entitlement and Acceptance Form and the offer of New Shares can be lawfully made pursuant to the Offer Document.
 Apply for the number of New Shares set out on the Entitlement and Acceptance Form and agree to be issued such number of New Shares.
 Acknowledge that once the Entitlement and Acceptance Form is returned, the application may not be varied or withdrawn except as required
by law.
 Authorise Pacific Edge Limited to do anything on my/our behalf necessary for the New Shares to be issued to me/us, including executing any
documents to effect the issue of New Shares.

EXPLANATION OF ENTITLEMENT
1. The Entitlement and Acceptance Form sets out the number of New Shares to which you are entitled.
2. You are eligible to apply for that number of New Shares.
3. You may apply for all or some of your Entitlement of New Shares or none at all.
4. If you do not take up your Rights and wish to sell them, you may do so off-market prior to the Closing Date by completing the Security
Renunciation/Security Transfer Form.
5. If you choose to not take up your Rights or take up only some of your Rights, your shareholding in Pacific Edge Limited will be diluted.
6. To subscribe for New Shares, you must complete the Entitlement and Acceptance Form.
7. Applications, once made, cannot be withdrawn.
8. Applications made in excess of your Entitlement will not be processed.

EXPLANATION OF SHORTFALL BOOKBUILD
1. If you have accepted your Entitlement in full and you wish to subscribe for additional New Shares under the Shortfall Bookbuild, you must
indicate on the Entitlement and Acceptance Form the total amount that you are willing to pay for such additional New Shares.
2. The number of additional New Shares that you will be issued will be determined by dividing the total amount you have indicated that you are
willing to pay for additional New Shares by the Bookbuild Price (subject to scaling). The number of additional New Shares to be issued to you
will be rounded down to the nearest whole number. Any difference between the dollar amount of New Shares for which you apply through the
Shortfall Bookbuild and the value (based on the Bookbuild Price) of the New Shares you receive through the Shortfall Bookbuild solely due to
rounding will be retained by PEL.
APPLICATION INSTRUCTIONS
1. The subscription price payable upon application under the Rights Offer for each New Share is NZ$0.32. You must pay in full upon application
the total amount you are willing to pay for any additional New Shares for which you apply through the Shortfall Bookbuild.
2. Payments are to be made in New Zealand dollars by personal or bank cheque, bank draft or direct debit as per the instructions in the enclosed
Offer Document. Cheques or bank drafts must be made payable to ‘Pacific Edge Entitlement Offer’ and crossed ‘Not Transferable’.
3. An application by a company must be signed on behalf of the company by a person/persons duly authorised for that purpose.
4. Joint holders must all sign.
5. An application may be executed by an attorney, in which case the relevant Power of Attorney, if it has not already been noted by the Registrar,
must accompany this acceptance.
6. This application constitutes an irrevocable offer by the Applicant to subscribe for the number, or dollar amount of, New Shares specified in the
Entitlement and Acceptance Form, on the terms and conditions set out in the Offer Document and the Entitlement and Acceptance Form.
7. If the Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be
treated as valid. Applicants will not however be treated as having offered to purchase a greater number of New Shares other than the number
for which payment is made. Application Monies will be banked upon receipt into an account. Interest earned on that account will be paid to
Pacific Edge Limited. If Application Monies are paid by a cheque which does not clear, that application may be rejected or an allotment made to
the Applicant may be cancelled.
8. Expressions defined in the Offer Document have the same meanings in the Entitlement and Acceptance Form. The Entitlement and Acceptance
Form is governed by New Zealand law. Personal information provided by you will be held by Pacific Edge Limited or the Registrar, at the
addresses shown in the Directory of the Offer Document or at such other place as is notified upon request. This information will be used for the
purpose of administering your investment. Under the Privacy Act 1993, you have the right to access and correct any personal information held
about you.
9. When completed, the Entitlement and Acceptance Form together with the appropriate payment should be delivered to the Registrar in
accordance with one of the methods specified below.
10. Applications must be received by the Registrar no later than 5.00pm (New Zealand time) on 8 November 2017. Pacific Edge Limited may amend
this date at its discretion, subject to any necessary approvals of NZX.
Mail Place this completed Form (together with the appropriate payment) in the reply paid envelope provided and
mail to Link Market Services, PO Box 91976, Victoria Street West, Auckland 1142
Deliver Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland
Fax
(Direct debit payments only)
+64 9 375 5990
Email
(Direct debit payments only)
applications@linkmarketservices.co.nz
Please use “PEB Entitlement Offer” as the email subject