Notice of Offer of Same Class Financial Products for Issue

3 November 2017


NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011


Notice of Offer of Same Class Financial Products for Issue
Enprise Group Limited (ENS) intends to undertake a non-renounceable rights issue in respect of the
offer of ordinary shares (New Shares) to ENS’s eligible shareholders (those New Zealand registered
shareholders, and Australian Wholesale investors, on the share register on the record date of Friday,
3 November 2017) (the Offer).
Pursuant to clause 20 of Schedule 8 of the Financial Markets Conduct Regulations 2014 (Regulations)
and clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA), ENS advises that:
1. The Offer is being made in reliance upon the exclusion in clause 19 of Schedule 1 of the
FMCA. ENS is giving this notice (Cleansing Notice) under clause 20(1)(a) of Schedule 8 of the
Regulations.
2. As at the date of this Cleansing Notice, ENS is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to ENS’s quoted
financial products; and
(b) its “financial reporting obligations” (within the meaning set out in clause 20(5) of
Schedule 8 of the Regulations).
3. As at the date of this Cleansing Notice, there is no information that is “excluded
information” within the meaning set out in clause 20(5) of Schedule 8 of the Regulations.
4. The potential effects that the Offer and the issue of New Shares will have on the “control”
(within the meaning of clause 48 of Schedule 1 of the FMCA) of ENS and the consequences
of those effects are as follows:
(a) The Offer is limited to 852,664 shares (Offer Size) which would represent
approximately 9% of all shares on issue in ENS post completion of the Offer,
assuming the Offer is fully subscribed. The Offer Size is not considered by ENS to
constitute a material parcel of New Shares (in control terms), particularly given that
the Offer is a non-renounceable right issue pursuant to which most shareholders are
permitted to participate.
(b) In some cases, shareholders with registered addresses outside of New Zealand may
not be eligible to participate in the Offer (and their percentage shareholding will be
diluted as a result of the issue of New Shares), due to the legal requirements of the
relevant jurisdiction being unduly onerous for ENS to make the Offer in that
jurisdiction. However, ENS does not consider that any potential dilution will
materially affect control.

(c) If there is a shortfall under the Offer, ENS will be entitled to place the shortfall to
any persons (subject to complying with applicable legislative instruments and the
NZX Listing Rules) within three (3) months of the Offer closing.
(d) The Offer will not be scaled given it is a pro rata offer and eligible shareholders have
fixed entitlement to New Shares.
On behalf of the Board,




Elliot Cooper
Director
0275615501