General Capital Limited (GEN:NZ) announces proposed capital

General Capital Limited
Level 7, 12-26 Swanson Street,
PO Box 1314, Shortland Street,
Auckland, New Zealand. 1140.
Phone +64 9 304 0145
Fax +64 9 358 3858



General Capital Limited (GEN:NZ) announces proposed capital raising

General Capital Limited (General Capital) today announced that it intends to raise new capital in three
phases.

The funds raised from the capital raisings will be applied to fund growth. The placements that form
part of the capital raising were foreshadowed in the prospective financial statements that General
Capital filed with NZX in July this year as part of its backdoor listing that was approved by the
shareholders on 31 July 2018.

Placements
Under the first phase of the capital raising General Capital expects to make equity placements of up
to $1.75 million of new shares to existing and new investors. This is expected to involve just under
26.0 million new shares being issued at 6.75 cents per share.

General Capital expects to make the placements on or prior to 15 November 2018.

Share Purchase Plan

Upon NZX approving an Offer Document for a Share Purchase Plan (SPP), General Capital intends to
implement a SPP which would enable each eligible General Capital shareholder to subscribe for up to
$15,000 of shares at a price of 6.75 cents per share.

General Capital expects to make the allotments of shares under the SPP in early December 2018.

Warrant Issues

Upon completion of the placements and the SPP, and subject to obtaining shareholder approval for
them, General Capital intends to make the following warrant issues:

1. A 1:1 pro rata renounceable issue to existing shareholders of warrants and an offer of the
new shares to be issued upon exercise of those warrants. Each warrant would be issued free
of charge and entitle the holder to subscribe for cash for one ordinary share in General Capital
at an exercise price of 7.75 cents per ordinary share at any time on or prior to 5pm on 31
March 2020 (GENWA Warrants).
2. A 2:1 pro rata renounceable issue to existing shareholders of warrants and an offer of the
new shares to be issued upon exercise of those warrants. Each warrant would entitle the
holder to subscribe for cash for one ordinary share in General Capital at an exercise price of
9.00 cents per ordinary share at any time on or prior to 5pm on 30 November 2021 (GENWB
Warrants).
3. An issue to directors and senior managers of General Capital or any of its subsidiaries, selected
by the Board of General Capital in its absolute discretion, of up to 20 million GENWA
Warrants.

4. An issue to directors and senior managers of General Capital or any of its subsidiaries, selected
by the Board of General Capital in its absolute discretion, of up to 20 million GENWB
Warrants.
General Capital intends to quote the warrants on NZAX, but neither the warrants nor the shares to
issue on exercise of the warrants have been accepted for quotation at this stage.

General Capital expects to make the warrant issues during December 2018.

Other Information

The dates outlined above are indicative only and are subject to change.

The record dates for the SPP and warrant issues will in each case be set and notified through NZX
together with other relevant documentation as soon as General Capital is in a position to proceed
with the relevant transaction.

Further details relating to the SPP and the warrant issues will be provided in Offer Documents that
will be sent to shareholders prior to the opening dates for these transactions.

The SPP and the warrant issues to shareholders will only be made to “Eligible Shareholders”, being
persons who have registered addresses in New Zealand on the record date and persons who do not
have registered addresses in New Zealand on the record date but who General Capital is satisfied can
participate in these warrant issues in compliance with all applicable laws.

As the maximum amount of capital sought to be raised under the warrant issues is more than 50% of
General Capital’s average market capitalisation, shareholder approval must be obtained before the
warrant issues can proceed. Shareholder approval is also required for the issue of warrants to
directors and other senior managers of General Capital and its subsidiaries.

General Capital expects to send a notice of meeting to shareholders seeking approval so that the
warrant issues can be made as soon as practically possible after the placements and the SPP have been
completed.

No money is currently being sought.

Shares cannot currently be applied for under the intended placements or the SPP and the intended
warrant issues would be made free of charge, i.e. they cannot be applied for.

If the SPP and the warrant issues to shareholders are made, they would be made in reliance upon the
exclusion (from the requirement for a Product Disclosure Statement) in clause 19 of Schedule 1 of
the Financial Markets Conduct Act 2013.

If the placements and warrant issues to directors and senior managers are made, they would be made
to wholesale investors or persons who are permitted to receive offers of financial products because
they fall within clauses 3 to 5 of Schedule 1 of the Financial Markets Conduct Act 2013.

Mr. Brent King, a Director of General Capital said, “The SPP and the pro rata issue of warrants to
eligible shareholders will provide existing shareholders with an opportunity to make a further
investment into General Capital. The directors have responded to shareholders requests to offer
existing shareholders the opportunity to top up their shareholdings. General Capital has continued to
make progress since its acquisition of General Finance Limited and Investment Research Group
Limited in August this year. Funds from the capital raising will assist General Capital to continue to
grow.”

NZX is not responsible for any statement in this announcement.

NZAX is a financial product market operated by NZX, a licensed market operator, under the Financial
Markets Conduct Act 2013.


On behalf of the Board of Directors

Brent King
Managing Director
General Capital Limited
021 632 660
brent.king@irg.co.nz

15 October 2018