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Financing Update

Debt Issuance29 August 2018CCCConsumer Staples

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NZAX AND MEDIA RELEASE 29 August 2018


Financing Update


Cooks Global Foods (NZAX.CGF) today announces the extension of an equity underwriting

agreement entered into in March 2017 by Cooks Investment Holdings Limited (CIHL), a

company associated with Executive Chairman Keith Jackson, and Cooks.

Following its agreement to acquire Mojo Coffee Cartel

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, Cooks has agreed to extend the

date by which CIHL must satisfy the terms of the underwriting agreement to 31 October

2018 (or such earlier date as agreed between the parties).

Under the terms of the underwriting agreement, CIHL agreed to underwrite a specified value

of shares at 7.75 cents per share, of which 56,025,328 remain for a total of $4.3 million. The

extension of CIHL’s obligations under the underwrite agreement enables the underwritten

shares to be available for part of the new capital sought to acquire Mojo Coffee Cartel.

Meanwhile, Cooks also announces CIHL has satisfied the terms of a Share Subscription

Agreement and Share Purchase Deed entered into by CIHL and Cooks in September 2015

and CIHL’s obligations under the agreements have been discharged in full.

Originally the intention was that the remaining sum outstanding relating to the Share

Subscription Agreement ($1 million) would be satisfied by the issue of the relevant shares to

Cooks’ Middle Eastern partner Anasia Foods in return for a 50% stake in the Saudi Arabian

Esquires coffee business. That venture has now been delayed due to legal complexities

associated with the planned structure, and the impact of the recent downturn in the Saudi

Arabian economy. The developments have necessitated a renegotiation of the venture’s

terms.


With Cooks’ current focus on the Mojo transaction, Anasia and Cooks have agreed to revisit

the joint venture at a later date.


Finally Cooks has also been in discussions with ANZ Bank concerning its debt facilities. As

noted in the 2018 Annual Report, Cooks was to refinance its facilities by mid-August 2018.

ANZ has agreed to extend the time for repayment to 30 November 2018. This gives Cooks

time to reassess its debt finance requirements in conjunction with the proposed Mojo Coffee

Cartel acquisition.



Investors Media

Keith Jackson Richard Inder

Executive Chairman The Project

Tel: +64 9 304 0567 ext. 714 Tel +64 21 645 643


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Cooks announced its agreement to acquire Mojo Coffee Cartel on 15 August 2018 in a transaction

that values the business at $19 million (subject to adjustments for net debt and movements in working

capital), to be paid through a combination of cash and shares.



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About Mojo Coffee Cartel:

Founded as a boutique roastery café in Wellington by Steve and Julie Gianoutsos in 2003,

Mojo Coffee is now one of New Zealand’s most experienced independent coffee roasters and café

operators. Starting from humble beginnings on Wakefield Street, it has grown to now operate 36

cafes in New Zealand and a café, pantry and roastery in Chicago. It also has four licenced stores in

Japan and two in China. For more information visit: www.mojo.coffee


About Cooks Global Foods:

Cooks Global Foods operates in world markets and is listed on the NZAX market operated by

NZX Limited in New Zealand under the code CGF. It owns the intellectual property and master

franchising rights to Esquires Coffee Houses worldwide excluding New Zealand and Australia.

Cooks currently operates or franchises Esquires Coffee in Canada, the United Kingdom, Ireland,

Bahrain, Kuwait, Saudi Arabia, UAE, Indonesia, Portugal, Romania, Pakistan, Jordan, and China.

It also owns Scarborough Fair tea, and Grounded Coffee. For more information visit:

www.cooksglobalfoods.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.