Foley Family Wines Share Purchase Plan Details

31 May 2018

Foley Family Wines Share Purchase Plan Details

Foley Family Wines Limited [NZX: FFW] will today open a non-underwritten Share Purchase Plan (SPP)
to raise up to approximately $13 million as part of the $20 million capital raising to partially fund the
acquisition of Mt Difficulty Wines Limited’s assets and business (Mt Difficulty Acquisition) approved by
FFW shareholders at the Special Meeting held on 28 March 2018.

The SPP will provide each eligible retail shareholder with registered addresses in New Zealand recorded on
the share register at 5.00pm yesterday, Wednesday 30 May 2018, with the opportunity to subscribe for up to
$15,000 of additional new shares, free of brokerage and transaction costs, at the same price as the price to be
paid by investors in the equity private placements of $1.48 per Share. Any Shares not purchased by eligible
shareholders will first be offered to those eligible shareholders who have applied to subscribe for their full
entitlement to Shares under the SPP and would like to subscribe for additional Shares. Following this, the
Directors intend to place any Shares not subscribed for by eligible shareholders with other investors. The
price will in each case be $1.48 per Share.

The SPP is subject to the terms set out in the SPP Booklet, which has been lodged with the NZX and will be
mailed to eligible shareholders today along with the Application Form.

The new FFW shares to be issued under the SPP will rank equally with existing FFW shares.

The key dates for the SPP are as follows:

Record Date for participation in the SPP - 5.00pm on 30 May 2018
Mailing of SPP and Forms to eligible shareholders – 31 May 2018
Offer Period - 31 May 2018 to 26 June 2018
Allotment Date and Trading of SPP Shares - 3 July 2018

This timetable is indicative only and subject to change. FFW reserves the right to alter the dates shown at its
full discretion and without prior notice, subject to the relevant NZX Listing Rules.

Attached to this announcement is a copy of the SPP Booklet and a copy of the Appendix 4 Notice required in
terms of the NZAX Listing Rules.

Move to NZX Main Board

Foley Family Wines advised that it will be seeking approval from shareholders of an amended Constitution
at the Annual Shareholders Meeting in November 2018 and, subject to NZX approval, plans to move to the
NZX Main Board immediately after this meeting if approval is obtained.


Authorised for public release.

For further information please contact:
Mark Turnbull
CEO, Foley Family Wines Limited
PO Box 67, Renwick, 7243, Marlborough
Tel: +64 21 714 885
Email: mark@ffw.co.nz

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FOLEY FAMILY WINES LIMITED
SHARE PURCHASE PLAN
31 MAY 2018










THIS IS AN IMPORTANT DOCUMENT
You should read the whole document before deciding whether to subscribe for
shares. If you have any doubts as to what you should do, please consult your
broker or financial, investment or other professional advisor.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 1


CONTENTS




PAGE


CHAIRMAN’S LETTER 2
HIGHLIGHTS AND KEY DATES 3
QUESTIONS AND ANSWERS 4
TERMS AND CONDITIONS 7
GLOSSARY 11
COMPANY DIRECTORY 12




This offer of shares (Shares) in Foley Family Wines Limited (FFW) is made to Eligible
Shareholders under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act
2013. This document is not a product disclosure statement and does not contain all of the
information which may be required in order to make an informed investment decision about the
Offer or FFW.

Capitalised terms used in this Share Purchase Plan (SPP) booklet have the specific meaning given
to them in the Glossary at the back of this booklet or in the relevant section of this booklet.

FFW is subject to a continuous disclosure obligation that requires it to notify certain material
information to NZX for the purpose of that information being made available to participants in
the NZX Alternative Market operated by NZX. Market releases by FFW, including its most recent
annual report (for the year ended 30 June 2017) and financial statements, are available at
www.nzx.com under ticker code FFW or at the website www.ffw.co.nz. If you have sold your
Shares before 5.00 pm on 30 May 2018 please send this booklet and the enclosed Application
Form to the NZX Firm or other person through whom you made the sale requesting that they
forward the documentation to the purchaser. Only persons that hold Shares at 5.00 pm on 30
May 2018 will be eligible to participate in this SPP. If you have any queries or concerns regarding
the SPP you should contact FFW or your broker, or financial, investment or other professional
adviser.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 2


CHAIRMAN’S LETTER
Dear Shareholder

The Offer

On behalf of the directors of Foley Family Wines Limited (FFW), I am pleased to offer you the
opportunity to acquire New Shares through this Share Purchase Plan (SPP), without incurring
brokerage or other transaction costs.

On 14 November 2017, FFW announced that it had entered into a conditional sale and purchase
agreement with Mt Difficulty Wines Limited (MDW) to purchase MDW’s assets and business,
including its Central Otago wine brands Mt Difficulty and Roaring Meg, as well as its property
interests, winemaking and cellar door facilities, for an aggregate purchase price of approximately $55
million (subject to working capital adjustments) (the Acquisition).

On 12 March 2018, FFW announced that it intended to raise up to $20 million of new capital to
partially fund the Acquisition. The issue of up to $20 million of new ordinary shares in FFW was
approved by FFW shareholders at a special meeting of Shareholders held on 28 March 2018 (the
Special Meeting). The issue price for any such Shares was confirmed to be the volume weighted
average price of the Shares for the 20 business days prior to the Special Meeting, being the period from
28 February 2018 to 27 March 2018, which was $1.48 per New Share.

The first stage of the capital raising is this SPP, which enables each FFW shareholder with a registered
address in New Zealand to subscribe for up to $15,000 of New Shares at the same price as the price to
be paid by investors in the equity private placements in the second and third stages. The second stage
of the capital raising will be a $3 million equity Private Placement to Lion – Beer, Spirits & Wine (NZ)
Limited under which 2,027,027 new Shares are to be issued three business days after satisfaction of
the conditions in the Subscription Agreement entered in to by the parties on 22 May 2018 at $1.48 per
Share. The third and final stage of the capital raising is expected be a private placement to certain
Related Parties of FFW, including one or more Directors, for a maximum of up to 66.46% of the total
amount of equity raised through the three stage capital raising. I confirm that I will be participating in
the third and final stage of the capital raising, as previously advised.

Under the SPP, Eligible Shareholders will be able to subscribe for a maximum aggregate value of $13
million of Shares, which will mean that all Shareholders are, if they so elect, able to take up their full
entitlement to Shares under the SPP with no scaling back of their applications.

SPP Terms

The SPP is available to all eligible shareholders on equal terms. Each eligible shareholder (big or small)
has the right to acquire up to $15,000 of Shares. The minimum application amount is $1,000. If you
wish to purchase more than $15,000 of Shares please note this on the Application Form. Any Shares
not purchased by eligible shareholders will first be offered to those eligible shareholders who have
applied to subscribe for their full entitlement to Shares under the SPP and would like to subscribe for
additional Shares. Following this, the Directors intend to place any Shares not subscribed for by
eligible shareholders with other investors. The price will in each case be $1.48 per Share.

The Directors of FFW recommend this offer to you. Further details about the SPP are included in this
booklet.

The SPP is scheduled to close at 5.00pm on 26 June 2018. To apply for your new Shares, you should
complete and return the enclosed Application Form with a cheque or direct credit confirmation for the
application monies to be received by Computershare Investor Services prior to 5.00pm on 26 June
2018. Instructions on how to apply are set out on the Application Form that accompanies this booklet.

On behalf of the Board, I would like to thank you for your ongoing support of FFW.
Yours sincerely
WP (Bill) Foley II, Chairman

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 3


HIGHLIGHTS
Equal participation Each Eligible Shareholder, big or small, has the right to
apply for the same dollar amount of New Shares.
Application amount You can apply for a minimum of $1,000 and a maximum of
$15,000 of New Shares. Applications between those
amounts must be in multiples of $1,000.
Issue price Shares are priced at $1.48 per New Share, being the volume
weighted average price (VWAP) on the NZAX over the 20
Business Day period from 28 February 2018 to 27 March
2018.
When to apply Applications must be received by 5.00pm on the Closing
Date (26 June 2018, unless extended).
How to apply Complete and return your personalised Application Form
accompanying this booklet in accordance with its
instructions.
Receiving your Shares You will receive your Shares on the Allotment Date (3 July
2018, unless extended).

KEY DATES *
Date Event
5.00pm on 30 May
2018
Record Date The date on which Eligible Shareholders are
determined.
31 May 2018 Opening Date The SPP opens. SPP documents are mailed to
Eligible Shareholders.
26 June 2018 Closing Date The SPP closes. Application Forms and payment
must be received by 5.00pm.
3 July 2018 Allotment Date New Shares are allotted. Trading of the New
Shares is expected to commence on the NZAX.
No later than 10
July 2018
Allotment
statements mailed
Allotment statements are despatched to
shareholders within 5 Business Days of the
Allotment Date.
* Subject to the Listing Rules, FFW reserves the right to alter the key dates.

No investment advice
The information contained in this booklet and the Application Form does not take into account
the investment objectives, financial situation, tax position or particular needs of individuals. If
you are in doubt as to the course of action you should follow, you should consult your broker or
financial, investment or other professional advisor before participating in the SPP.
Price movements
The market price of Shares may rise or fall between the date of this offer, the date on which the
Issue Price was fixed and the date when any New Shares are allotted to you. As a result, the Issue
Price you pay for the New Shares allotted to you pursuant to the SPP, or the value of those New
Shares, may be either higher or lower than the price of the Shares trading on the NZAX.
Foreign jurisdictions
The SPP is only available to shareholders of FFW with a registered address in New Zealand at
5.00pm on the Record Date.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 4


QUESTIONS AND ANSWERS
1 What is the Share Purchase Plan (SPP)?

The SPP allows Eligible Shareholders to purchase additional Shares in FFW without incurring
brokerage or other transaction costs. All New Shares issued under the SPP will be of the same
class as, and rank equally with, all Shares in FFW on issue at the Allotment Date.

2 Why is FFW offering the SPP?

FFW is offering this SPP to partially fund the acquisition by FFW of Mt Difficulty Wines Limited’s
(MDW) assets and business, including its Central Otago wine brands Mt Difficulty and Roaring
Meg, as well as its property interests, winemaking and cellar door facilities pursuant to a
conditional sale and purchase agreement between FFW and MDW dated 14 November 2017. The
aggregate purchase price under the sale and purchase agreement was approximately $55 million
(subject to working capital adjustments). If in the event that the Acquisition does not proceed,
the funds raised from the SPP will be used to fund major capital expenditure projects, such as a
new barrel hall at Te Kairanga and winery waste water upgrades, and to reduce debt.

3 Am I eligible to participate?

You are eligible to participate in the SPP if you were registered as a holder of Shares, and your
address recorded on FFW’s share register is in New Zealand, in each case at 5.00pm on 30 May
2018 (being the Record Date).

4 How many Shares can I purchase?

If you apply for New Shares under the SPP, you will apply for a dollar amount rather than a
number of New Shares. Eligible Shareholders can apply for up to $15,000 of New Shares under
the SPP, with a minimum application amount of $1,000 and in multiples of $1,000.

However, if you would like to purchase more than $15,000 worth of New Shares at the Issue Price
of $1.48 per New Share, please indicate this on your Application Form. The Directors will consider
your application for additional New Shares if any Eligible Shareholders do not take up their full
entitlement to New Shares under the SPP and there are therefore unallotted New Shares that the
Directors are able to issue in accordance with Listing Rule 7.3.4(d) (the Shortfall Shares).
Please read paragraph 2.4 of the terms and conditions for more information.

5 What is the Issue Price of the New Shares?

The issue price of the New Shares is $1.48 per New Share (being the VWAP for the 20 Business
Days from 28 February 2018 to 27 March 2018).

6 Are there any conditions to the SPP?

No. However, if the SPP is cancelled for any reason, all application monies will be returned to
applicants and no New Shares will be allotted under the SPP. No interest will be payable on any
monies returned to applicants.

7 What if I own Shares through a trustee or custodian or own Shares in more than
one capacity?

If you own Shares through a trustee or custodian then, subject to certain certification
requirements and other conditions, you may instruct the trustee or custodian to purchase New
Shares on your behalf, up to the $15,000 limit. If you own Shares through a trustee or custodian
and also own Shares in your own name, then you may either purchase New Shares yourself or
instruct your trustee or custodian to purchase New Shares on your behalf. You may not do both.
If you receive more than one copy of this booklet, or if you hold Shares in more than one capacity
(e.g. because you are both a sole and joint holder of Shares), you may only purchase New Shares
in all capacities up to the aggregate $15,000 limit. By applying to purchase New Shares under the
SPP, you certify and represent that you have not exceeded that limit.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 5


QUESTIONS AND ANSWERS (Continued)

8 Is this Offer transferable to another person?

No. This Offer is personal to you. Participation in the SPP is entirely voluntary, but you may not
transfer your right to purchase New Shares under the SPP to anyone else; that is, the Offer is non-
renounceable.

9 What are the risks of investing in the SPP?

The market price of Shares may rise or fall between the date of this Offer and the date when any
New Shares are allotted to you. As a result, the Issue Price for the New Shares may be higher or
lower than the price at which Shares are trading, or may in the future trade, on the NZAX.

There is no certainty that Shares will trade at or above the Issue Price following the issue of New
Shares under the SPP. You should seek your own financial advice in relation to this Offer and your
participation in the SPP.

Further information about FFW, including the most recent financial statements of FFW, can be
obtained from FFW’s website: www.ffw.co.nz. You are also recommended to monitor FFW’s
market announcements through the NZX website: www.nzx.com.

10 What is the current Share price?

The Share price is quoted on the NZX website at: www.nzx.com/instruments/FFW

11 How do I apply for New Shares under the SPP?

If you wish to participate in the SPP, you can apply by following the step-by-step instructions set
out on the enclosed personalised Application Form. Send your completed Application Form with
your payment by cheque or direct credit as set out in the instructions on the Application Form. If
the exact amount of money is not tendered, FFW reserves the right not to accept all or part of your
payment. In those circumstances, FFW will return your application and cheque or refund all or
part of your payment (without interest). You will not be able to withdraw or revoke your
application once you have sent it in.

12 How long is the SPP open and when will I receive my New Shares?

The SPP opens on 31 May 2018 and is expected to close at 5.00pm on 26 June 2018, unless
extended. If you want to participate you should ensure that your Application Form and payment
(by cheque or direct credit instruction) is received by 5.00pm on the Closing Date. Please allow
adequate time for mail deliveries. Application Forms and/or payments received
after this time may not be accepted.

You will receive New Shares issued to you under the SPP on the Allotment Date, which is expected
to be 3 July 2018. A statement confirming the number of New Shares issued to you under the SPP
will be sent to you no later than five (5) Business Days after the Allotment Date.

The Allotment Date is expected to be 3 July 2018. FFW may, subject to the Listing Rules, extend
the Closing Date and/or the Allotment Date.

13 How many Shares will I receive?

You will receive the number of New Shares equal to the dollar amount of New Shares you have
applied for, divided by the Issue Price. If, once divided by the Issue Price, the dollar amount of
New Shares you have applied for does not equal a whole number of Shares, the number of New
Shares allotted to you will be rounded up to the nearest Share.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 6


QUESTIONS AND ANSWERS (Continued)

14 Will the Shares be quoted?

The New Shares will be quoted on the NZAX, a licenced market operated by NZX which is a
licenced market operator under the Financial Markets Conduct Act 2013. However, NZX accepts
no responsibility for any statement in this booklet. It is expected that you will be able to commence
trading the New Shares allotted to you under the SPP on the NZAX on the Allotment Date.

15 Why is there a maximum application amount?

The Offer under the SPP needs to comply with the conditions imposed by Listing Rule 7.3.4(c),
which caps the maximum application amount of each Eligible Shareholder at $15,000.

However, if you would like to purchase more than $15,000 worth of New Shares at the Issue Price
of $1.48 per New Share, please indicate this on your Application Form. The Directors will then
consider your application for additional New Shares if any Eligible Shareholders do not take up
their full entitlement to New Shares and there are therefore unallotted New Shares that the
Directors are able to issue in accordance with Listing Rule 7.3.4(d). Listing Rule 7.3.4(d) provides
that the unallotted New Shares are able to be issued to such persons, and in such manner, as the
Directors consider equitable and in the interests of FFW, provided that the price and terms and
conditions of the issue of such New Shares are not materially more favourable to the persons to
whom they are issued than the terms of the original Offer, and the issue is completed within three
months after the Closing Date.

16 What is FFW’s dividend policy?

FFW does not have a formal dividend policy. FFW will determine dividends based on its net profit
after tax, subject to maintaining a prudent level of capital for its needs. FFW’s capital needs will
vary from time to time, depending on a range of factors (including general economic conditions,
current and expected growth and the mix of business). A key objective of FFW is to ensure an
appropriate balance between maximising shareholder returns and prudent capital management.
The Directors reserve the right to implement and amend FFW’s dividend policy at any time.

17 What is the dilutionary effect of the SPP?

If you do not participate in the SPP, your shareholding in FFW will be diluted. By way of example,
a Shareholder owning 1% of the issued Shares before the SPP who does not participate in the SPP
will own approximately 0.86% of the issued Shares after the SPP (assuming the SPP is fully
subscribed and the Shares are issued at $1.48 per Share).

Further, as the SPP is not a pro-rata offer, even if you participate in the SPP, your shareholding
percentage in FFW will likely change. Whether your shareholding percentage increases or
decreases will depend on how many Shares you apply for, how many Shares you hold on the
Record Date and how many Shares other Eligible Shareholders apply for and are allotted under
the SPP.

18 Further assistance

If you have any further questions, please contact your broker or financial, investment or other
professional advisor before making your investment decision.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 7


TERMS AND CONDITIONS

Capitalised terms have the meaning attributed to them in the Glossary at the end of this booklet.
1. Eligible Shareholders
1.1 You may participate in this SPP only if you are an Eligible Shareholder. An Eligible
Shareholder is a person who, at 5.00pm on the Record Date, was recorded in FFW’s share
register as being a registered holder of Shares and having an address in New Zealand.
1.2 Joint holders of Shares are taken to be a single registered holder of Shares for the purposes
of determining whether they are an Eligible Shareholder and the certification on the
Application Form is taken to have been given by all of them.
1.3 If you are an Eligible Shareholder, your right to participate in this SPP is personal to you and
non-renounceable.
1.4 FFW will not to extend the Offer in this SPP to Shareholders in any jurisdiction outside New
Zealand as it considers the legal requirements of so extending are such that it would be
unduly onerous on FFW to make the Offer in any such jurisdiction.
2. Issue Price and Number of Shares
2.1 The Issue Price for New Shares under this SPP is $1.48 per New Share.
2.2 Subject to paragraph 4.2, if you are an Eligible Shareholder you may:
a. Share Parcels: apply to purchase up to $15,000 of New Shares under the SPP, with a
minimum application of $1,000 by including the desired amount on the Application
Form.
b. No Application: do nothing and your ability to apply for New Shares under this SPP will
lapse.
2.3 Subject to paragraph 2.4, Eligible Shareholders may only apply for a maximum of $15,000
of New Shares under the SPP and may only make one application. This applies to all Eligible
Shareholders, including those who receive more than one offer under the SPP (for example,
because they hold Shares in more than one capacity) and including whether the Eligible
Shareholder is applying through a Custodian or on his or her own behalf. Any application in
excess of $15,000 will be deemed to be an application for $15,000.
2.4 If an Eligible Shareholder wishes to subscribe for more than $15,000 worth of New Shares
then the Eligible Shareholder must include the amount that they wish to purchase in addition
to their maximum allocation of $15,000 on their Application Form. The Directors will then
consider that Eligible Shareholder for the subscription for additional New Shares if any
Eligible Shareholders do not take up their full entitlement to New Shares and there are
therefore unallotted New Shares (Shortfall Shares), that the Directors are able to issue in
accordance with Listing Rule 7.3.4(d). Such unallotted New Shares may be issued to such
persons, and in such manner, as the Directors consider equitable and in the interests of FFW,
provided that the price and terms and conditions of the issue of such New Shares are not
materially more favourable to the persons to whom they are issued than the terms of the
original Offer, and the issue is completed within three months after the Closing Date.
3. Custodian
3.1 Any Eligible Shareholder that:
a. is a trustee corporation or a nominee company and holds Shares in FFW by reason only
of acting for another person in the ordinary course of business of that trustee corporation
or nominee company; or
b. holds Shares in FFW by reason only of being a bare trustee of a trust to which the Shares
are subject,
is a custodian (Custodian) under this SPP.
3.2 A separate Application Form must be completed for each beneficial owner for whom a
Custodian is acting. Subject to paragraph 3.3, FFW will treat each such Application Form as
a separate application despite them all being in the name of the Custodian.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 8


TERMS AND CONDITIONS (Continued)

3.3 If a Custodian applies to purchase New Shares on behalf of a beneficial owner, the Custodian
must certify to FFW in writing on the Application Form:
a. that the Custodian holds Shares directly or indirectly as a Custodian for beneficial owners;
and
b. that the beneficial owner on whose behalf the Custodian is submitting the Application
Form is not making an application themselves as an Eligible Shareholder for New Shares
under this SPP, and no other Custodian is submitting an application under the SPP for
that beneficial owner.
4. Completing the Application Form and Paying for Shares
4.1 If you wish to participate in this SPP, you must complete the Application Form and provide
payment in accordance with the instructions on the Application Form. Cheques must be
drawn on a New Zealand bank account and be for immediate value. You may lodge your
application (together with payment) directly with FFW’s share registrar, Computershare
Investor Services Limited, or with any Primary Market Participant or any other channel
approved by NZX.
4.2 To be valid, applications must be received by Computershare Investor Services by 5.00pm
on 26 June 2018. Application Forms received after that time will only be accepted at FFW’s
discretion. If you lodge your application with a Primary Market Participant or other channel
approved by NZX your application must be received in time to enable forwarding to
Computershare Investor Services before 5.00pm on 26 June 2018.
4.3 Application Forms should be sent, together with payment by cheque (made out to “FFW
Share Purchase Plan”) or confirmation of direct credit to the account number provided in the
application form to:

By Delivery:
FFW Share Purchase Plan, C/- Computershare Investor Services Limited, Level 2, 159
Hurstmere Road, Takapuna, Auckland 0622, New Zealand

By Mail:
FFW Share Purchase Plan, C/- Computershare Investor Services Limited, Private Bag 92119,
Auckland 1142, New Zealand
By Email: FFW@computershare.co.nz
4.4 Subject to applicable law and the Listing Rules, the Board of Directors of FFW may at its sole
discretion extend or bring forward the Closing Date. Any such change will be communicated
to shareholders through FFW making a market announcement to NZX and posting a copy of
that announcement to Eligible Shareholders.
5. FFW’s Discretion to Accept or Reject Applications
5.1 FFW has discretion to accept or reject your application to purchase New Shares under this
SPP, including (without limitation) if:
a. your Application Form is incorrectly completed, incomplete or otherwise determined by
FFW to be invalid;
b. your cheque or direct debit is dishonoured or has not been completed correctly;
c. the cheque that you enclose with your Application Form or your bank deposit is not in
New Zealand dollars for the exact amount of the parcel that you have selected on the
Application Form;
d. your Application Form is received after the Closing Date. While FFW has discretion to
accept late Application Forms and payment, there is no assurance that it will do so;
e. FFW believes that you are not an Eligible Shareholder or Custodian; or
f. FFW considers that your application does not comply with these terms and conditions.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 9


TERMS AND CONDITIONS (Continued)

5.2 Where FFW rejects an application under the terms and conditions of this SPP, any
application monies received in respect of the rejected application will be refunded to the
affected applicants within 10 Business Days of the Closing Date. No interest will be paid on
any such refunded monies.
6. Significance of Sending in an Application
6.1 If you apply to participate in the SPP by completing and returning the Application Form:
a. your application, on these Terms and Conditions, will be irrevocable and unconditional
(i.e. cannot be withdrawn);
b. you certify to FFW that you are an Eligible Shareholder entitled to apply for New Shares
under these Terms and Conditions;
c. you agree to be bound by the constitution of FFW. A copy of the constitution is available
from FFW, free of charge, by emailing our Chief Financial Officer, Jane Trought, at
cfo@ffw.co.nz and can also be downloaded from the FFW website at www.ffw.co.nz;
d. you authorise FFW (and its officers or agents) to correct any error in, or omission from,
your Application Form and to complete the Application Form by the insertion of any
missing details;
e. you acknowledge that FFW may at any time irrevocably determine that your Application
Form is valid, in accordance with these Terms and Conditions, even if the Application
Form is incomplete, contains errors or is otherwise defective;
f. you accept the risk associated with any refund that may be despatched to you by cheque
to your address shown on FFW’s share register;
g. you agree to indemnify FFW for, and to pay to FFW within five (5) business days of
demand, any dishonour fees or other costs FFW may incur in presenting a cheque or
direct debit for payment which is dishonoured;
h. you acknowledge that none of FFW, its advisers or agents has provided you with
investment advice or financial product advice, and that none of them has any obligation
to provide advice concerning your decision to apply for and purchase New Shares under
this SPP;
i. you acknowledge the risk that the market price for the Shares may change between the
Record Date, the date that you apply for New Shares under this SPP and the Allotment
Date. A change in market price during this period will not affect the Issue Price but may
affect the value of the New Shares you receive under this SPP;
j. you acknowledge that FFW is not liable for any exercise of its discretions referred to in
these Terms and Conditions; and
k. you irrevocably and unconditionally agree to these terms and conditions and agree not to
do any act or thing which would be contrary to the spirit, intention or purpose of this SPP.
6.2 If a Custodian applies to purchase New Shares under this SPP for a beneficial owner pursuant
to paragraph 3.2, the matters referred to in clause 6.1 will be taken to be given by each
beneficial owner on whose behalf the Custodian is applying to purchase New Shares.
7. The Shares
7.1 New Shares issued under this SPP will rank equally with each other and will have the same
voting rights, dividend rights and other entitlements as existing fully paid Shares in FFW.
8. Financial Statements
8.1 You may obtain the most recent annual report and financial statements of FFW free of charge
by contacting FFW (see the Company Directory for details) or by downloading these reports
from the FFW website at www.ffw.co.nz.
9. Amendments to the SPP and Waiver of Compliance
9.1 Notwithstanding any other term or condition of this SPP and/or the Application Form, FFW
may, at its discretion:

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 10


TERMS AND CONDITIONS (Continued)

9.1 (Continued)
a. make non-material modifications to this SPP or to such terms and conditions (in which
case applications for New Shares under this SPP will remain binding on the applicant
notwithstanding such modification and irrespective of whether an Application Form was
received by Computershare Investor Services Limited before or after such modification is
made); and/or
b. suspend or terminate this SPP at any time prior to the allotment of the New Shares under
this SPP. If this SPP is terminated, application monies will be refunded to applicants
within 10 Business Days of the Offer being withdrawn. No interest will be paid on
refunded monies.
9.2 Subject to law and the Listing Rules, FFW reserves the right to waive compliance with any
provision of these Terms and Conditions. If FFW waives compliance with any provision of
these Terms and Conditions, such waiver will apply to all Eligible Shareholders.
10. Shortfall Shares
10.1 In the event that FFW receives, in aggregate, valid applications for less than the full $13
million of New Shares under the SPP, FFW may allot any Shortfall Shares in accordance with
Listing Rule 7.3.4(d).
11. Governing Law
11.1 These Terms and Conditions will be governed by and construed in accordance with the laws
of New Zealand.
12. Dispute Resolution
12.1 If any dispute arises in connection with this SPP, FFW may settle the dispute in any manner
it thinks fit. It may do so generally or in relation to any particular participant, application or
Share. FFW’s decision will be final and binding.
13. Inconsistency
13.1 Unless otherwise determined by the Directors, in the event of any inconsistency between the
Terms and Conditions of this SPP and:
a. the accompanying letter from the Chairman of FFW and the Questions and Answers, the
Terms and Conditions take precedence; and
b. FFW’s constitution, FFW’s constitution will prevail.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 11


GLOSSARY

Allotment Date 3 July 2018.

Applicant An investor whose application for New Shares (and payment of the
corresponding Issue Price in respect of each New Share subscribed
for) has been received by Computershare Investor Services prior to
the Closing Date.

Application Form The personalised application form relating to this SPP provided with
this booklet, including the instructions on the reverse of that form.

Business Day Has the meaning given to it in the Listing Rules.

Closing Date 5.00 pm, 26 June 2018.

Custodian See paragraph 3.1 of the Terms and Conditions for the definition of
“Custodian”.

Directors The directors of FFW.

Eligible Shareholder Subject to paragraph 1.4 of the Terms and Conditions, a person who,
at 5.00pm on the Record Date, was recorded in FFW’s share register
as being a registered holder of Shares and has a registered address in
New Zealand.

FFW Foley Family Wines Limited.
Issue Price The price at which the New Shares will be issued pursuant to this SPP,
being $1.48 per Share.

Listing Rules The NZX listing rules applying to the NZX Alternative Market, as
amended from time to time.

New Shares Up to a maximum of approximately 8,818,320 Shares, that are the
subject of this Offer and, if issued, would rank equally in all respects
with existing Shares.

NZAX The NZX Alternative Market operated by NZX.

NZX NZX Limited.

Offer The offer to Eligible Shareholders to subscribe for New Shares
pursuant to the SPP.

Opening Date 31 May 2018.

Primary Market Participant Has the meaning given to it in the Listing Rules.

Record Date 30 May 2018.

Related Parties Has the meaning given to it in the Listing Rules.

Shares Ordinary shares of FFW which are, or once allotted under this SPP
will be, as applicable, quoted on NZAX under the code “FFW”.

SPP The Share Purchase Plan detailed in this booklet whereby Eligible
Shareholders may subscribe for New Shares at the Issue Price.

Terms and Conditions The terms and conditions of the SPP detailed in this booklet.

FOLEY FAMILY WINES LIMITED SHARE PURCHASE PLAN 12


COMPANY DIRECTORY

DIRECTORS: WP Foley II (Chairman)
AJ Anselmi
AM Turnbull (CEO)

HEAD OFFICE ADDRESS: 13 Waihopai Valley Road
RD 6, Blenheim 7276, Marlborough, New Zealand
Telephone +64 3 572 8200
Facsimile +64 3 572 8211

POSTAL ADDRESS: PO Box 67, Renwick 7243, Marlborough, New Zealand

EMAIL: info@ffw.co.nz

WEBSITES: www.ffw.co.nz (www.nzwineco.co.nz)
www.grovemill.co.nz
www.vavasour.com
www.tekairanga.com
www.martinborough-vineyard.co.nz

NATURE OF BUSINESS: Production and distribution of wine

AUDITORS: PricewaterhouseCoopers, Auckland

SOLICITORS: Bell Gully, Auckland

BANKERS: Bank of New Zealand, Auckland

REGISTRATION NO. 307139

REGISTERED OFFICE: 13 Waihopai Valley Road,
RD 6 Blenheim 7276, Marlborough, New Zealand

SHARE REGISTRAR: Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna, Auckland
Private Bag 92119, Auckland 1020
Telephone +64 9 488 8777
Facsimile +64 9 488 8787
Email: enquiry@computershare.co.nz (please quote
CSN or shareholder number)
Website for shareholders to change address or payment
instructions or view investment portfolio:
www.computershare.co.nz/investorcentre

SHARE TRADING: NZX – NZAX Market
Security Code “FFW”

---

APPENDIX 4 – NZAX Listing Rules
Number of pages including this one
(Please provide any other relevant
NZAX Listing Rule 7.11.2. For rights, NZAX Listing Rules 7.9.8 and 7.9.9. details on additional pages)
For change to allotment, NZAX Listing Rule 7.10.1, a separate advice is required.
Full name
of Issuer
Name of officer authorised to
Authority for event,
make this notice
e.g. Directors' resolution
Contact phone
Contact fax
numbernumber
Date
Nature of event
BonusIf ticked,
Rights Issue
Tick as appropriate
Issue
state whether:Taxable
/ Non TaxableConversionInterestRenouncable
Rights IssueCapitalCallDividend
If ticked, stateFull
non-renouncable
change
x
whether:
InterimYearSpecialDRP Applies
EXISTING securities affected by this
If more than one security is affected by the event, use a separate form.
Description of theISIN
class of securities
If unknown, contact NZX
Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.
Description of theISIN
class of securities
If unknown, contact NZX
Number of Securities toMinimum
Ratio, e.g
be issued following eventEntitlement
1 for 2 for
Conversion, Maturity, Call
Treatment of Fractions
Payable or Exercise Date
Tick if
provide an
pari passu
ORexplanation
Strike price per security for any issue in lieu or date
of the
Strike Price available.
ranking
Monies Associated with Event
Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.
Source of
Amount per securityPayment
(does not include any excluded income)
Excluded income per security
(only applicable to listed PIEs)
SupplementaryAmount per security
Currencydividendin dollars and cents
details -
NZAX Listing Rule 7.11.4
Total monies
TaxationAmount per Security in Dollars and cents to six decimal places
In the case of a taxable bonusResident
Imputation Credits
issue state strike priceWithholding Tax(Give details)
Foreign
FDP Credits
Withholding Tax(Give details)
Timing
(Refer Appendix 5 in the NZAX Listing Rules)
Record Date 5pmApplication Date
For calculation of entitlements -Also, Call Payable, Dividend /
Interest Payable, Exercise Date,
Conversion Date.
Notice DateAllotment Date
Entitlement letters, call notices,For the issue of new securities.
conversion notices mailedMust be within 5 business days
of application closing date.
OFFICE USE ONLY
Ex Date:
Commence Quoting Rights:Security Code:
Cease Quoting Rights 5pm:
Commence Quoting New Securities:Security Code:
Cease Quoting Old Security 5pm:
EMAIL: announce@nzx.com
Notice of event affecting securities
1
FOLEY FAMILY WINES LIMITED
JANE TROUGHT, CFOSHAREHOLDERS RESOLUTION
03 572820003 572821128032018
NZGRME0001S1
ORDINARY SHARES (FFW) to be issued under SPPNZGRME0001S1
In dollars and cents
$1.480
To be determined once acceptances are
received
N/A
ORDINARY SHARES (FFW)
N/A
Rounded up to the nearest whole
number
Enter N/A if not
applicable
x
NZD
Date Payable
$
$
30 May, 201826 June, 2018
31 May, 20183 July, 2018