MLN – Offer Documentation Released (amended)

16 April 2018
Dear Shareholder,
On 16 April 2018 the Board of Marlin Global Limited (NZX: MLN) (Marlin Global) announced an offer of warrants.
The purpose of the offer is to raise capital as part of Marlin Global’s ongoing capital management programme and
provide investors with the ability to purchase additional shares in Marlin Global at a pre-determined Exercise Price.
The Offer also aims to increase the size of the portfolio so as to improve operational efficiency. The net proceeds
of the offer are expected to be used for further investment in the Marlin Global portfolio.
Warrants will be issued to Marlin Global Shareholders with a registered address in New Zealand and who otherwise
are registered Shareholders at 5.00pm (New Zealand time) on the Record Date (1 May 2018). As long as you hold
Marlin Global shares at that time on the Record Date, you will be entitled to receive one warrant for every four
shares held. If you are an overseas based shareholder, your warrant entitlement will be issued to a nominee who
will endeavour to sell the warrants on the NZX Main Board on your behalf.
You do not need to do anything to be issued warrants. Computershare will send a statement informing you of
your new warrant holding. This is expected to be on or about 7 May 2018.
Each warrant gives you the right to subscribe for one fully paid ordinary share in Marlin Global at the Exercise Price.
You do not have to exercise your warrants. To exercise, you simply return the completed Exercise Form, together
with payment. The Exercise Date is next year, on 12 April 2019, so you don’t need to do anything now. We will
contact you again before the Exercise Date, with the final Exercise Price and the Exercise Form.
If you do not wish to exercise your warrants, you can sell some or all of your warrants on the NZX Main Board prior
to the Exercise Date, or alternatively allow your warrants to lapse. Any warrants not exercised on the Exercise Date
will lapse.
The full terms of the warrants are set out in the Offer Document enclosed with this letter. The Board of Marlin
Global encourages you to read the Offer Document in its entirety and discuss the terms with your financial adviser
if you have any questions.

Yours sincerely



Alistair Ryan
Chair
Marlin Global Limited
Marlin Global Limited
Phone +64 9 484 0365
Fax +64 9 489 7139
Private Bag 93502 Takapuna
Auckland 0740, New Zealand

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WARRANT TERMS
OFFER DOCUMENT
MARLIN
GLOBAL LIMITED
16 APRIL 2018

KEY TERMS
Issuer
Marlin Global Limited
The Offer
This is an offer of Warrants in Marlin Global. Each Eligible
Shareholder will be issued one Warrant for every four
Shares held at 5.00pm (New Zealand time) on the Record
Date (1 May 2018) (subject to rounding).
Each Warrant gives the holder a right to buy one Share in
Marlin Global upon payment of the Exercise Price on the
Exercise Date.
Eligible Shareholders
Warrants will be issued to Marlin Global Shareholders
with a registered address in New Zealand and who are
registered Shareholders at 5.00pm (New Zealand time) on
the Record Date.
Issue price for Warrants
Nil – Eligible Shareholders will not have to make any
payment to receive their entitlement of Warrants.
Quotation of Warrants
Application has been made to NZX for permission to
quote the Warrants on the NZX Main Board and all the
requirements of NZX relating to the quotation that can be
complied with on or before the date of this Offer Document
have been complied with. However, the Warrants have
not been approved for trading and NZX accepts no
responsibility for any statement in this Offer Document.
NZX is a licensed market operator, and the NZX Main
Board, is a licensed market under the Financial Markets
Conduct Act 2013.
If approved for trading, initial quotation of the Warrants on
the NZX Main Board is expected to occur on 3 May 2018
under the ticker code MLNWC, ISIN NZMLNW0002S0.
Exercise of Warrants
Warrant Holders may:
• exercise some or all of their Warrants (subject to a
minimum exercise of 500 Warrants) by lodging an
Exercise Form, together with payment, with the Registrar
by the Exercise Date;
• trade some or all of their Warrants on the NZX Main
Board; or
• allow their Warrants to lapse.
Any warrants not exercised on the Exercise Date will lapse.
MARLIN GLOBAL LIMITED
WARRANT TERMS

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Exercise Price
$0.83 per Warrant, to be adjusted down for the aggregate
amount per Share of any cash dividends declared on the
Shares with a record date during the period commencing
on the date of allotment of the Warrants and ending on
the last Business Day before the final Exercise Price is
announced by Marlin Global.
Announcement of final
Exercise Price
Marlin Global will announce the final Exercise Price to the
NZX at least 20 Business Days before the Exercise Date.
Marlin Global will also provide confirmation of the final
Exercise Price to Warrant Holders by notice in writing.
How to Apply
If you are a Warrant Holder and wish to exercise any of
your Warrants and subscribe for Shares, you must return
a completed Exercise Form by the Exercise Date. Marlin
Global will send an Exercise Form to all Warrant Holders as
soon as reasonably practicable after the final Exercise Price
has been determined. You can also request an Exercise
Form by contacting Marlin Global or the Registrar.
IMPORTANT DATES
Record Date
1 May 2018
Allotment of Warrants
2 May 2018
Quotation of Warrants commences on the NZX Main Board
3 May 2018
Mailing of holding statements for Warrants
7 May 2018
Expected date of announcement of final Exercise Price
18 March 2019
Final date for trading Warrants on the NZX Main Board
10 April 2019
Exercise Date
12 April 2019
Allotment of Shares on exercise of Warrants
16 April 2019
Mailing of holding statements for Shares
23 April 2019
The dates shown above are subject to change and indicative only. Marlin Global reserves
the right to vary or extend these dates subject to applicable law and the Listing Rules.
Changes will be advised by announcement to NZX.
Marlin Global may withdraw the Offer at any time before the allotment of Warrants at its
absolute discretion.
MARLIN GLOBAL LIMITED
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Important notice
The Offer is made to Eligible Shareholders
pursuant to the exclusion in clause 19(1A)
of schedule 1 of the Financial Markets
Conduct Act 2013. This document is
not a product disclosure statement for
the purposes of the Financial Markets
Conduct Act 2013, and does not contain
all of the information that an investor
would find in a product disclosure
statement or which may be required to
make an informed decision about the
Offer or Marlin Global.
The information in this Offer Document
does not constitute a recommendation
to exercise Warrants 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 investor, including
their investment objectives, financial and/
or tax position. All investments carry risk,
if you are in any doubt about what action
to take, you should contact an authorised
financial adviser, an NZX Firm or your
accountant or other professional adviser.
Additional information about Marlin
Global Limited
Marlin Global is subject to continuous
disclosure obligations under the Listing
Rules which require it to notify certain
material information to NZX. Market
releases by Marlin Global, including the
most recent interim report (for the period
ended 31 December 2017) are available at
nzx.com under the ticker code MLN and on
Marlin Global’s website, www.marlin.co.nz.
Marlin Global may, during the Offer, make
additional releases to NZX. No release by
Marlin Global will permit a Warrant Holder to
withdraw any previously submitted Exercise
Form without Marlin Global’s prior consent.
The market price of Shares may increase
or decrease between the date of this Offer
Document and the date of allotment of new
Shares upon exercise of the Warrants. Any
changes in the market price of Shares will
not affect the Exercise Price, and the market
price of new Shares following allotment may
be higher or lower than the Exercise Price.
The market price of Warrants may also
increase or decrease while they are quoted
on the NZX Main Board.
Definitions
Capitalised terms used in this Offer Document have defined meanings which appear in
the Glossary.
All references in this Offer Document to times are to times in New Zealand, all references
to currency are to New Zealand dollars, and all references to applicable statutes and
regulations are references to New Zealand statutes and regulations.
MARLIN GLOBAL LIMITED
WARRANT TERMS

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The Offer
1. Marlin Global will grant one Warrant
for every four Shares held by an
Eligible Shareholder of Marlin Global
at 5.00pm (New Zealand time) on the
Record Date (1 May 2018).
2. The purpose of the Offer is to raise
capital as part of Marlin Global’s
ongoing capital management
programme and provide investors the
ability to purchase additional shares
in Marlin Global at a pre-determined
Exercise Price. The Offer also aims to
increase the size of the portfolio so as
to improve operational efficiency. The
net proceeds of the Offer are expected
to be used for further investment in the
Marlin Global portfolio.
Grant of Warrants
3. Warrants will only be issued to
Shareholders, with a registered
address in New Zealand as at 5.00pm
(New Zealand time) on the Record
Date. The Offer will not be made to
Marlin Global’s overseas Shareholders
as Marlin Global considers that
the legal requirements of other
jurisdictions in which Shareholders
have a registered address are such
that it would be unduly onerous for
Marlin Global to make the Offer having
regard to the low number of such
Shareholders and the likely costs
of complying with overseas legal
requirements. This Offer Document
is intended for use only in connection
with the Offer to Eligible Shareholders.
4. Shareholders with a registered
address outside of New Zealand who
are registered at 5.00pm (New Zealand
time) on the Record Date will have the
Warrants they would have otherwise
received issued to a nominee selected
by Marlin Global. This nominee will
endeavour to sell the Warrants on
the NZX Main Board and hold the
proceeds on trust and account to
those Shareholders on a pro rata basis
for the proceeds (net of costs). There is
no guarantee that these Warrants will
be able to be sold or as to the amount
of proceeds that may be received from
the sale of the Warrants. Any Warrants
which cannot be sold by the nominee
will lapse on the Exercise Date.
5. Warrant Holders who do not have a
registered address in New Zealand
and who have acquired Warrants on
the NZX Main Board will be entitled to
exercise those Warrants.
Rounding of Warrants, Entitlements
and Minimum Holding
6. If a Shareholder would receive a
fraction of a Warrant by applying the
1:4 ratio, the number of Warrants to
be issued to that Shareholder will
be rounded up to the nearest whole
number.
7. If by applying the 1:4 ratio, a
Shareholder would be issued less than
500 Warrants (the Minimum Holding
of Warrants under the Listing Rules),
the Board will at the same time issue
additional Warrants to the Shareholder
so that the Shareholder is issued a
total of 500 Warrants.
DETAILS OF THE OFFER
MARLIN GLOBAL LIMITED
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NZX quotation
8. Application has been made to NZX
for permission to quote the Warrants
on the NZX Main Board. All of
NZX’s requirements relating to that
application that can be complied with
on or before the date of this Offer
Document have been duly complied
with. However, the Warrants have
not been approved for trading and
NZX accepts no responsibility for any
statement in this Offer Document. NZX
is a licensed market operator and the
NZX Main Board is a licenced market,
under the Financial Markets Conduct
Act 2013.
9. It is a term of the Offer that Marlin
Global will take any necessary
steps to ensure that the Shares are,
immediately after issue, quoted on the
NZX Main Board.
10. In the event that the application to NZX
for permission to quote the Warrants
is declined, the issue of the Warrants
under the Offer will not proceed.
Transfer
11. A Warrant may be transferred in the
same manner, and subject to the same
restrictions, as a Share. The Directors
will have the same powers in respect
of the approval of registration of a
transfer of Warrants as they have in
respect of a transfer of Shares.
12. A Warrant Holder who sells their
Warrants on the NZX Main Board
prior to exercise, may be liable to pay
brokerage fees. Following allotment,
the sale of Shares may be subject to
brokerage fees.
Rights of Warrant Holders
13. Each Warrant entitles the Warrant
Holder to:
a. subscribe for one Share in Marlin
Global credited as fully paid, upon
the payment of the Exercise Price
by the Exercise Date (12 April 2019);
b. all information provided by Marlin
Global to Shareholders, including
its annual and half yearly reports
and notices of Shareholder
meetings;
c. any other rights conferred on
Warrant Holders by Marlin Global’s
constitution, the Companies Act
1993 or the Listing Rules (except
as provided otherwise in this Offer
Document); and
d. attend (but not vote at) any meeting
of Shareholders (or any group of
Shareholders).
14. A Warrant does not entitle the Warrant
Holder to:
a. vote at a meeting of Shareholders
(or any group of Shareholders);
b. participate in any dividends on
Shares declared by the Directors;
or
c. participate with Shareholders or
the holders of any other securities
in the residual assets of Marlin
Global upon the liquidation of the
company.
DETAILS OF THE OFFER CONTINUED
MARLIN GLOBAL LIMITED
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Exercise of Warrants
15. The Exercise Price is $0.83 per
Warrant, to be adjusted down for the
aggregate amount per Share of any
cash dividends declared on the Shares
with a record date during the period
commencing on the date of allotment
of the Warrants and ending on the last
Business Day before the final Exercise
Price is announced by Marlin Global.
16. If you choose to exercise any
Warrants, you will be required to pay
the Exercise Price for those Warrants
in full by the Exercise Date. You will not
be required to pay brokerage or any
other charges in order to exercise your
Warrants.
17. If you are a Warrant Holder and wish
to exercise any of your Warrants
and subscribe for Shares, you must
return a completed Exercise Form by
the Exercise Date. Marlin Global will
send an Exercise Form to all Warrant
Holders as soon as reasonably
practicable after the final Exercise
Price has been determined. You
can also request an Exercise Form
by contacting Marlin Global or the
Registrar.
18. The completed Exercise Form must
be lodged with payment (in a manner
prescribed by Marlin Global in the
Exercise Form) of an amount equal
to the Exercise Price multiplied
by the number of Warrants being
exercised, in time for it to be received
by the Registrar no later than 5.00pm
(New Zealand time) on the Exercise
Date. An Exercise Form cannot be
withdrawn or revoked by a Warrant
Holder once it has been submitted,
without Marlin Global’s prior consent.
Further instructions for completing and
returning the Exercise Form will be set
out in the Exercise Form.
19. Marlin Global may accept or reject any
Exercise Form which it considers to
have been completed incorrectly, and
may correct any errors or omissions
on any Exercise Form.
20. Until the allotment of Shares, funds
received by Marlin Global for the
exercise of Warrants will be held in
a trust account by the Registrar for
the benefit of the relevant Warrant
Holders according to their respective
entitlements and for Marlin Global.
Any interest on those funds will be
paid to Marlin Global. If the allotment
of Shares does not proceed, Marlin
Global will refund application monies
within 10 Business Days.
Allotment of Shares
21. All Shares issued on the exercise of
Warrants will be fully paid ordinary
shares and rank equally with all
other Shares on issue at the date of
allotment (including on a liquidation of
Marlin Global). Marlin Global will allot
Shares to Warrant Holders who validly
exercise their Warrants within five
Business Days after the Exercise Date.
22. If you are an existing Shareholder who
chooses not to exercise their Warrant
entitlement, your shareholding in
Marlin Global will be diluted if other
MARLIN GLOBAL LIMITED
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warrant holders exercise Warrants and
the total number of shares on issue in
Marlin Global increases as a result.
23. Shares issued on the exercise of
Warrants will be entitled to participate
in dividends declared on the Shares
which have a record date after the
date of allotment of the Shares.
24. Marlin Global has a long-term
distribution policy as at the date of this
Offer Document to pay Shareholders
(but not Warrant Holders) 2% of
the company’s average net asset
value (NAV) per quarter. Payments
are usually made in March, June,
September and December of each
year. A copy of Marlin Global’s
Distribution Policy is available at
www.marlin.co.nz/about-marlin/
marlin-policies/ under the heading
‘Distribution Policy’.
Adjustments for changes to capital
structure
25. The Exercise Price may be varied
before the Exercise Date if Marlin
Global’s capital is restructured, such
as upon a rights issue, bonus issue,
convertible securities issue, share
consolidation or subdivision or a
cancellation or buyback of Shares.
The adjustment process is described
further below.
a. If Marlin Global makes a rights
issue of Shares to Shareholders
before the Exercise Date (a “Rights
Issue”), then the Exercise Price
of any Warrants will (subject
to alternative adjustments in
accordance with paragraph (b) or (c)
below) be adjusted in accordance
with the following formula:
EP
new
= the new Exercise Price of the
Warrants
EP
old
= the old Exercise Price of the
Warrants
E = the number of Shares
into which one Warrant is
exercisable
AP = the average market price per
Share (weighted by reference
to volume) during the five
Business Days ending on the
day before the ex date for the
rights issue
S = the subscription price for a
Share under the rights issue
D = any dividend due but not yet
paid on the existing Shares
(except dividends to be
issued under the rights issue)
N = the number of Shares with
rights or entitlements that
must be held to receive a
right to one new Share
The necessary adjustment will
be determined by the Board by
applying the formula set out above.
The Director’s determination will, in
the absence of manifest error, be
binding on all Warrant Holders and
other persons. Any adjustment so
determined will be made, and take
effect, on the Business Day following
the record date for the rights issue.
EP
new
= EP
old
–
E[AP – (S+D)]
N + 1
DETAILS OF THE OFFER CONTINUED
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b. If Marlin Global makes a bonus
issue to Shareholders, then
the Board may resolve that the
number of Shares over which
a Warrant is exercisable be
increased (or additional Shares
may be reserved for issue on
exercise of the Warrants) by
the number of Shares which
the Warrant Holder would have
received if that Warrant had been
exercised before the record date
of the bonus issue.
c. If Marlin Global makes a
consolidation or subdivision
or similar proportionate
reconstruction of the Shares, the
number of Shares over which a
Warrant is exercisable may be
consolidated or subdivided in the
same ratio and the Exercise Price
amended in inverse proportion to
that ratio.
d. If, notwithstanding the adjustment
procedures permitted, Marlin
Global’s capital is restructured
(including a rights issue, bonus
issue, convertible securities
issue, consolidation, subdivision,
cancellation or Share buyback)
and the Board determines, upon
the advice of an Independent
Expert, that:
i. the application of the formula
above under paragraph (a),
an adjustment permitted by
paragraph (b) or the non-
applicability of both such
clauses may produce a result
which is prejudicial or unduly
advantageous (based on
reasonable grounds) to Warrant
Holders; or
11. an alternative adjustment that is
not envisaged in paragraph (a),
(b) or (c) could be applied,
then the number of Warrants
held, the number of Shares over
which a Warrant is exercisable,
and the Exercise Price, or any
combination thereof, may, to the
extent necessary, be altered in a
manner determined by the Board,
upon the advice of an Independent
Expert and subject always to the
Listing Rules or relief granted
from any applicable Listing Rule,
to ensure that Warrant Holders
are not prejudiced (nor unduly
advantaged or disadvantaged) by
the reconstruction of capital, and in
all other respects the terms of the
Warrants will remain unchanged.
Any such adjustment will be final
and binding on all Warrant Holders.
No guarantee
26. No person guarantees the Warrants
or the Shares that may be issued on
exercise of the Warrants. No person
guarantees the future performance
of Marlin Global, the Warrants, the
Shares or any return on investment
pursuant to the Offer.
27. The Offer is not underwritten.
MARLIN GLOBAL LIMITED
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Broker stamping fees
28. No investor will pay brokerage on
exercising the Warrants. Marlin
Global recognises there is an
administration cost and time involved
in the Warrant exercise process for
brokers and, as such, pays brokers
0.4% of the total consideration
payable for Warrants exercised per
beneficial holder. Further details of
this arrangement will be set out in the
Exercise Form.
Privacy
29. Any personal information provided
by Eligible Shareholders on the
Exercise Form will be held by Marlin
Global and/or the Registrar at the
addresses set out in the Directory.
The information will be used by
Marlin Global and the Registrar for
the purposes of administering your
investment in Marlin Global. This
information will only be disclosed to
third parties with your consent or if
otherwise required by law. Under the
Privacy Act 1993, you have the right
to access and correct any personal
information held about you.
DETAILS OF THE OFFER CONTINUED
Governing law
30. The terms of the Warrants, this Offer
Document, the Offer and any contract
resulting from it are governed by
the laws of New Zealand, and each
Warrant Holder and Shareholder
submits to the exclusive jurisdiction of
the courts of New Zealand.
MARLIN GLOBAL LIMITED
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Board
The board of Directors of Marlin Global
Business Day
A day on which the NZX Main Board is open for trading
Directors
The directors of Marlin Global
Eligible Shareholder
A Shareholder, as at 5.00pm (New Zealand time) on the Record
Date, with a registered address in New Zealand
Exercise Date
5.00pm (New Zealand time) on 12 April 2019
Exercise Form
The form of notice that must be completed by a Warrant Holder in
order to exercise any of their Warrants
Exercise Price
$0.83, less the aggregate amount per Share of any cash
dividends declared on the Shares with a record date during the
period commencing on the date of allotment of the Warrants and
ending on the last Business Day before the final Exercise Price is
announced by Marlin Global
Independent Expert
An actuary, investment banker, chartered accountant, or other
financial adviser selected by the Board and, in each case, being
appropriately qualified and independent (having regard to the
purpose of the appointment) in the reasonable opinion of the Board
Listing Rules
The listing rules of the NZX Main Board as applicable to Marlin
Global and in force from time to time
Marlin Global
Marlin Global Limited
Minimum Holding
500 Warrants or 500 Shares (as applicable)
NZX
NZX Limited
NZX Firm
A company, firm, organisation or corporation designated or
authorised to trade shares on the NZX Main Board
NZX Main Board
The main board equity securities market operated by NZX
Offer
The offer of Warrants and Shares under this Offer Document
Offer Document
This offer document in respect of the Offer
Record Date
5.00pm (New Zealand time) on 1 May 2018
Registrar
The share registrar of Marlin Global (as at the date of this Offer
Document, being Computershare Investor Services Limited)
Share
A fully paid ordinary share in Marlin Global
Shareholder
A registered holder of Shares
Warrant
A right to subscribe for one Share issued by Marlin Global on the
terms set out in this Offer Document
Warrant Holder
At any time, each person whose name is entered into the register
maintained by the Registrar as a holder of Warrants
GLOSSARY
MARLIN GLOBAL LIMITED
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DIRECTORY
Issuer
Marlin Global Limited
Level 1, 67-73 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 4840365
Email: enquire@marlin.co.nz
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 488 8777
Email: enquiry@computershare.co.nz