MOA Share Purchase Plan Offer Document

MOA GROUP LIMITED
Share Purchase Plan Offer Document
This is an important document. You should read the whole
document before deciding whether to subscribe for shares.
If you have any doubts about what to do, please consult
your financial or legal adviser.
Dated 11 June 2018

IMPORTANT INFORMATION
General information
This document has been prepared by Moa Group
Limited (Moa) in connection with an offer of up to
$15,000 of new ordinary shares per Eligible
Shareholder. The offer is made under the exclusion in
clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013 (FMCA) fo r shareholders with a New
Zealand address and section 708(1) of the Australian
Corporations Act 2001 for shareholders with an
Australian address. This document is not a product
disclosure statement for the purpose of the FMCA and
does not contain all of the information that an investor
would find in a product disclosure statement or which
may be required in order to make an informed
investment decision about the Offer or Moa.
Additional information available under continuous
disclosure obligations
Moa is subject to continuous disclosure obligations
under the NZX Main Board Listing Rules. Market
releases by Moa, including its most recent financial
statements, are available at www.nzx.com under stock
code MOA.
Offering restrictions
No action has been taken to permit a public offering of
the Shares in any jurisdiction outside New Zealand or
Australia. The distribution of this document in a
jurisdiction outside New Zealand or Australia may be
restricted by law and persons who come into
possession of it (including nominees, trustees or
custodians) should seek advice on and observe any such
restrictions.
No person may subscribe for, purchase, offer, sell,
distribute or deliver the New Shares, or be in possession
of, or distribute to any other person, any offering
material or any documents in connection with the New
Shares, in any jurisdiction other than in compliance with
all applicable laws and regulations. Without limiting the
foregoing, this document may not be sent into or
distributed in the United States.
No guarantee
No person named in this document (nor any other
person) guarantees the New Shares to be issued
pursuant to the offer or warrants the future
performance of Moa or any return on any investment
made pursuant to this document.
Decision to participate in the offer
The information in this document does not constitute a
recommendation to acquire New Shares or financial
product advice. This document has been prepared
without taking into account the investment objectives,
financial or taxation situation or particular needs of any
applicant or investor.
Forward Looking Statements
This document contains certain statements that relate
to the future. Such forward looking statements are not
a guarantee of future performance and involve known
and unknown risks, uncertainties, assumptions and
other factors, many of which are beyond the control of
Moa and which may cause the actual results,
performance or achievements of Moa to differ
materially from those expressed or implied by such
statements. Under no circumstances should you regard
the inclusion of forward looking statements as a
representation or warranty by Moa or its respective
officers or directors or any other person with respect to
the achievement of the results set out in any such
statement, or that underlying assumptions used will in
fact be realised.
Privacy
Any personal information provided by Eligible
Shareholders on the Application Form will be held by
Moa and/or the Registry at the addresses set out in the
Directory. This information will be used for the
purposes of administering your investment in Moa.
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.
Dividend Policy
The directors have adopted a policy that there will not
be any dividend payments or other distributions made
for the foreseeable future as any surplus funds will be
retained in order to capitalise on growth opportunities.
Accordingly, and until that policy changes, returns on
Shares will be limited to the proceeds of sale or other
disposition of Shares.
Enquiries
Enquiries about the offer can be directed to an NZX
Primary Market Participant, or your financial or legal
adviser. If you have any questions about the number of
Shares shown on the Application Form that
accompanies this document, or how to complete the
Application Form, please contact Link Market Services
Limited.
Times
All references in this document to time are to
New Zealand time.
Defined terms
Capitalised terms used in this share purchase plan (the
Offer) document have the specific meaning given to
them in the Glossary at the back of this document or in
the relevant section of this document.

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CHAIRMAN’S LETTER
Dear Moa Hunter

This letter here is a short summary about an opportunity to buy some more Moa shares at the
current market price, without brokerage applying. We hope you take the time to read over it and
the rest of this document.

On 30 May 2018, Moa announced a $1.92m investment in Moa by me and a number of other
investors (including a fellow director and a prominent US based investor). This letter is to let you
know that you are also able to invest at the same, or better, price with this Share Purchase Plan. It is
completely up to you and, please, there is no obligation.

Our strategy
We have five key strategies which we think should push us past the ‘Hillary Step’ and get us on up to
break even and further growth.

The Moa journey to this point has at times been a little tough. Ideally we would have been past the
Hillary Step sooner, though we can take heart from knowing we are now the largest New Zealand
owned brewer and a clear #3 in Craft beer and we continue to grow.

The five key strategies to help us push past that Hillary Step are:

— A greater sales reach and sales call frequency in New Zealand via a venture with the #3 wine
player in New Zealand wine, Constellation Brands. Called MoBev (Moments and Occasions in
Beverage) we cranked into this, June 1.

— China is our lead export market. Craft Beer is in high growth and we have a good beachhead
there.

— New Products - Craft beer thrives on new products. Two recent releases have gone well for us,
so we are to follow this up with more.

— Brewing Strategy - Moa expects to gain savings on a per litre basis during the coming year. These
are to be derived from the increasing volume which allow savings to be applied to some
ingredients, packaging and distribution costs. And also more efficient large volume brewing.

— On Premise - Whilst supermarkets are around 65% of NZ beer sales, bars and restaurants make
up an important channel and are also where people taste and try a brand for the first time. We
have done a heap of work and will aim to partner with some of the best operators in On Premise
Bars this year. We have to invest to do so, however we have done the sums and believe the
investment is worth it.

Of course we cannot give any guarantee that these strategies will be successful.

Share Purchase Plan
The Offer is available to all Eligible Shareholders. It gives all Eligible Shareholders the opportunity to
invest up to $15,000 in new Moa shares with a minimum application of $1,000, and thereafter in
multiples of $100.
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The issue price per share is the lower of 51.32 cents, the same price as shares issued to investors
under the recent $1.92m Placement, or the 5 day volume weighted average share price as at the
Closing Date (6 July 2018), unless extended.

The Offer is intended to close at 5.00pm on 6 July 2018. Applications for your new Moa shares can
be made online at www.moashareoffer.co.nz or by completing and returning the accompanying
Application Form. You should complete your application allowing sufficient time for it to be received
by 5.00 pm on 6 July 2018. The correct way to complete and send your Application Form and
application monies is set out on the Application Form accompanying this Offer document.
Further details about the Offer are included in this document. While participation in the Offer is
optional, if eligible shareholders choose not to take up the Offer their shareholdings will be diluted.
If this Offer is not for you, you of course continue to be a Moa owner, a Moa Hunter and we thank
you for your support on this journey. New Zealand needs to have prominent New Zealand beers
actually owned by New Zealanders.

Onwards.

Geoff and the team at Moa.




Geoff
Exec Chair.


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KEY TERMS OF THE OFFER
The Offer An offer of up to $15,000 of New Shares per Eligible
Shareholder.
The minimum application amount is $1,000 of New Shares,
and thereafter in multiples of $100.
Eligible Shareholder Shareholders at 5.00pm on the Record Date recorded in
MOA’s share register as being a registered holder of Shares
and having an address in New Zealand or Australia.
Issue price The lower of
− 51 .32 cents per New Share. This is the same price as
Shares issued under the Placement
− The 5 day volume weighted average share price as at
the Closing Date (5pm on 6 July 2018, unless
extended)
New Shares The same class as (and rank equally with) existing quoted
Shares on the Issue Date
Shares currently on issue 58,521,609 shares quoted on the NZX Main Board, including
3,736,832 shares issued under the Placement.
Maximum amount of New Shares being offered $15,000 of New Shares per Eligible Shareholder or
29,228 New Shares at a 51.32 cents issue price.
There is no scaling to be applied to applications by Eligible
Shareholders.
When to apply Applications must be received by 5.00pm on the Closing
Date (6 July 2018, unless extended).
How to apply Application can be made online at
www.moashareoffer.co.nz.
To complete an online application, you will be required to
enter your CSN/Holder number and an entitlement
number, each as shown on the Acceptance Form. Payment
for applications made online must be made by direct debit.
Alternatively, you may apply using the accompanying
Application Form, together with payment in New Zealand
dollars.
IMPORTANT DATES
Event Date
Record Date for determining eligibility 8 June 2018
Closing Date 5.00 pm on 6 July 2018
Allotment and Issue of New Shares 13 July 2018
Quotation of New Shares 13 July 2018
Statements mailed No later than 20 July 2018
These dates are subject to change and are indicative only. Moa reserves the right to amend this timetable (including
by extending the Closing Date) subject to applicable laws and rules of the NZX Main Board. Moa reserves the right to
withdraw the Offer and issue New Shares at any time before the Issue Date in its absolute discretion.
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TERMS AND CONDITIONS
1 The Offer
You may participate in the Offer if you are an Eligible
Shareholder.
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.
If you are an Eligible Shareholder, your rights under this
offer are personal to you and non-renounceable, so you
may not transfer them.
2 Issue Price
The issue price will be the lesser of:
− 51.32 cents per share (being the same price per
share as shares issued under the Placement); or
− the 5 day volume weighted average price as at the
Closing Date.
If you are an Eligible Shareholder you may apply to
purchase up to $15,000 of Shares under the Offer, with
a minimum application of $1,000, and thereafter in
multiples of $100.
Eligible Shareholders may only apply for a maximum of
$15,000 under the Offer and may only make one
application. This applies to all Eligible Shareholders,
including those who receive more than one offer under
the Offer (for example, because they hold Shares in
more than one capacity) and 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.
Application monies received will be held in a trust
account with Link 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 Moa and will
be retained by Moa whether or not the issue of New
Shares takes place. Any refunds of application monies
will be made within 5 Business Days of the issue of New
Shares (or such earlier date that the decision not to
proceed with the Offer is made).
3 Custodians
Any Eligible Shareholder that:
• is a trustee corporation or a nominee company and
holds Shares in Moa by reason only of acting for
another person in the ordinary course of business of
that trustee corporation or nominee company; or
• holds Shares in Moa by reason only of being a bare
trustee of a trust to which the Shares are subject,
is a custodian (Custodian) under the Offer.
Custodians may apply to purchase New Shares for
greater than $15,000 but only up to the total value of
New Shares applied for on behalf of each beneficial
owner in New Zealand or Australia for whom the
Custodian acts as a Custodian. Custodians must
confirm to Moa that they are holding Shares as a
Custodian for that beneficial owner by providing the
written certification to Moa described below.
If a Custodian applies to purchase New Shares on behalf
of one or more beneficial owners, the Custodian must
certify to Moa in writing by validly completing the
Application Form:
• that the Custodian holds Shares directly or
indirectly as a Custodian for beneficial owners;
• the number of those beneficial owners;
• in respect of each of the beneficial owners, how
many Shares the beneficial owner or the beneficial
owner’s agent has instructed the Custodian to
accept on behalf of that beneficial owner; and
• that the Custodian undertakes not to accept on
behalf of any of those beneficial owners for which it
acts directly or indirectly as Custodian the total
issue price of which is more than $15,000.
4 Completing the Application Form and paying for New
Shares
If you wish to participate in the Offer, you must
complete an application at www.moashareoffer.co.nz.
To complete an online application, you will be required
to enter your CSN/Holder number and an entitlement
number, each as shown on the Application Form.
Payment for applications made online must be made by
direct debit. Alternatively, you may apply using the
accompanying Application Form, together with
payment in New Zealand dollars.
5 Moa’s discretion to accept or reject applications
Moa has complete discretion to accept or reject your
application to purchase New Shares under the Offer,
including (without limitation) if:
• your Application Form is incorrectly completed,
incomplete or otherwise determined by Moa to be
invalid;
• your direct debit or cheque payment is
dishonoured;
• it appears that you are applying to buy more than
$15,000 (in aggregate) of New Shares (except if you
are a Custodian applying on behalf of more than one
beneficial owner);
• your Application Form is received after the Closing
Date. While Moa has discretion to accept late
Application Forms, there is no assurance that it will
do so. Late Application Forms, if not processed, will
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be returned to you at your registered address within
5 business days of the Allotment Date or within
5 business days of the date of receipt in respect of
any late applications received after the Allotment
Date;
• Moa believes that you are not an Eligible
Shareholder or Custodian; or
• Moa considers that your application does not
otherwise comply with these terms and conditions.
No interest will be paid on any application monies
returned to you. Any refunds for whatever reason will
be paid to you by direct credit to your bank account (if
those details are held by Link) or by cheque mailed
within 5 business days of the Allotment Date.
6 Significance of sending in an application
If you apply to purchase New Shares under the Offer by
completing and returning the Application Form:
• your application, on these terms and conditions, will
be irrevocable and unconditional (i.e. it cannot be
withdrawn);
• you certify to Moa that you are an Eligible
Shareholder entitled to apply for New Shares under
these terms and conditions;
• you acknowledge that the Offer is conditional and
may not proceed;
• you certify that your acceptance of the Offer will not
be, or cause, a breach of any law in any jurisdiction;
• you certify to Moa that you are not applying for New
Shares under the Offer with an aggregate
application amount in excess of $15,000 (including
any application made through a Custodian) even
though you may have received more than one offer
under the Offer or received offers in more than one
capacity under the Offer;
• you authorise Moa (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;
• you acknowledge that Moa 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;
• you acknowledge that none of Moa, its advisors or
agents has provided you with investment advice or
financial product advice, and that none of them has
an obligation to provide advice concerning your
decision to apply for and purchase New Shares
under the Offer; and
• you irrevocably and unconditionally agree to these
terms and conditions.
If a Custodian applies to purchase New Shares under
the Offer for a beneficial owner, the certification
referred to in clause will be taken to be given by the
beneficial owner on whose behalf the Custodian is
applying to purchase New Shares.
7 The New Shares
New Shares issued under the Offer will rank equally
with, and have the same voting rights, dividend rights
and other entitlements as, existing fully paid Shares in
Moa quoted on the NZX Main Board.
The New Shares have been accepted for quotation on
the NZX Main Board, which is a licensed market
operated by NZX Limited, which is a licensed market
operator regulated under the Financial Markets
Conduct Act 2013. However, NZX accepts no
responsibility for any statement in this document.
8 Amendments to the Offer and waiver of compliance
Notwithstanding any other term or condition of the
Offer and/or the Application Form, Moa may, at its
discretion:
• make non-material modifications to the Offer on
such terms and conditions it thinks fit (in which
event applications for New Shares under the Offer
will remain binding on the applicant
notwithstanding such modification and irrespective
of whether an Application Form was received by
Link before or after such modification is made);
and/or
• suspend or terminate the Offer at any time prior to
the issue of the New Shares under the Offer
(including by reviewing the timetable for the Offer).
If the Offer is terminated, application monies will be
refunded to applicants without interest within 5
business days of termination.
Moa reserves the right to waive compliance with any
provision of these terms and conditions.
Moa will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of the
Offer.
9 Governing Law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.

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GLOSSARY
“Application Form” means the personalised
application form relating to the Offer.
“Business Day” has the meaning given to that term in
the Listing Rules.
“Closing Date” means 5.00 p.m. on 6 July 2018, unless
extended.
“Custodian” has the meaning given to it in clause 3 of
the terms and conditions.
“Eligible Shareholder” means a Shareholder who, at
5.00pm on the Record Date, was recorded in Moa’s
share register as being a registered holder of Shares
and having an address in New Zealand or Australia
recorded in the share register.
“Issue Date” means 13 July 2018, unless extended.
“Issue Price” means the lesser of:
− NZ 51.32 cents per share (being the same price per
share as shares issued under the Placement); or
− the 5 day volume weighted average price as at the
Closing Date.
“LINK” means LINK Market Services Limited.
“Listing Rules” means the NZX Main Board Listing
Rules, as amended from time to time and for so long
as Moa is listed by NZX.
“Moa” means Moa Group Limited (New Zealand
company number 3979219).
“New Share” means an ordinary share in Moa offered
under the Offer and of the same class (and ranking
equally in all respects with) Moa’s quoted existing
shares at the time of the issue of the New 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 share purchase plan detailed in this
document.
“Placement” means the $1.92 million placement of
Shares in Moa to existing and new investors
announced on 30 May 2018.
“Record Date” means 5.00 p.m. 8 June 2018.
“Share” means one ordinary fully paid share in Moa.
“Shareholder” means a registered holder of Shares on
issue.





































All references to time are to New Zealand time,
references to currency are to New Zealand dollars, and
any references to legislation are references to New
Zealand legislation unless stated or defined otherwise.

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DIRECTORY
ENQUIRIES
Enquiries about this Offer should be directed to an NZX
Firm or your financial or legal adviser.

ISSUER
Registered Office:
70 Richmond Road
Grey Lynn
Auckland 1021
New Zealand

Telephone: +64 (9) 367 9499
Website:
www.moabeer.com

DIRECTORS
Geoff Ross, CEO and Executive Chairman
John Ashby, Independent Director
Sheena Henderson, Independent Director
David Poole, Executive Director
Craig Styris, Non-Executive Director






SHARE REGISTRAR
Link Market Services Limited
Level 11
Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand

PO Box 91976
Auckland 1142
New Zealand

Telephone: +64 (9) 375 5998
Email: enquiries@linkmarketservices.com

Website: http://www.linkmarketservices.co.nz

SOLICITORS
Chapman Tripp
Level 35
ANZ Centre
23 Albert Street
Auckland 1140
New Zealand

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