MOA rights offer further disclosures

M OA G RO U P L I M I T E D
ACQ U I S I T I O N O F S AVO R G RO U P

RIGHTS ISSUE – CAPITAL RAISE

MARCH 2019

EXECUTIVE
SUMMARY
–NZX listed Moa (NZX: Moa) has agreed to acquire
leading Auckland-based premium casual hospitality
operator Savor Group

–The acquisition will combine the talents of two leading
entrepreneurs – Geoff Ross and Lucien Law – and their
management teams.

–To fund the acquisition Moa Group has already raised
$3m through a private placement to selected investors, to
be supported by $5.5m of bank finance from BNZ.

–Moa is now seeking up to a further $3m of capital under
a rights issue to support the acquisition’s funding as well
as future growth initiatives.

–Moa is on track with its turnaround strategy to
transition the group to profitability by FY20, driven by
the new product range and a NZ distribution deal with
one of the world’s largest beverage distributors –
Constellation Brands.

–Privately-held Savor Group is a leading hospitality group
with expected FY20 revenue of $26m and award winning
venue brands such as Azabu, Ebisu and Ostro along with
the major venues at the at the Auckland Fish Market.

–Moa’s acquisition would result in an integrated brewing
and hospitality brand group with expected FY20 revenue
of over $40m and a pipeline of multiple growth
opportunities.

–The acquired businesses are expected to contribute
$3.6m EBITDA to the Moa group in FY20.

2

R E POS I T I O N ED
MOA
3

5
Ready made export sales
channel for any new brands
M O A IS NZ’S
B I G G E S T E X P O R T
B E E R I N T O C H I N A
C R A F T M A R K E T M O A G R O W T H
AC Neilsen Total Supermarkets
+6% +33%
( L A S T 6 M O N T H S )
MOA’S H I S T O R I C A L SALES ( N Z $ M )
F Y 1 3 F Y 1 4

S o u r c e : M o a annual r e p o r t s
F Y 1 5 F Y 1 6 F Y 1 7 F Y 1 8 F Y 1 9
1 0 . 6
1 2 . 5
BREAK-EVEN &
WELL POSI T I O NED
FOR PROFIT
–Moa continues to grow ahead of the market in a very
competitive craft beer scene.

–For the last 12 months Moa has reignited its innovation
strategy with great success.

–New sales partnership with Constellation Brands has
quadrupled the sales team to ensure maximum key
customer coverage.

–Growing efficiencies in brewing and logistics
through greater scale plus a lower cost base.

–Real strength in supermarket presence and would
benefit from greater on premise scale.

–NZ’s biggest beer exporter to China.

–Rapidly growing cellar door in Marlborough.

–Brand creators and developers through 42 Below,
Trilogy and Moa, and recently added Stephen Smith
ex Marketing Director at Lion and hospitality venue
owner.

–Moa’s Southern Alps White IPA has just been judged
NZ’s best beer at the NZ Beer Awards and its Milk
Chocolate Stout won a silver at the recent International
Brewing Awards in the UK.
F O R E C A S T
5

6
MOA's
T U R N A R O U N D
STR ATEGY
–Moa’s turnaround strategy has been two years
of work and will successfully transition the
group to deliver sustainable profitability in the
coming financial year.

–Here are the seven major initiatives already
executed by the management team.
N E W
P R O D U C T
D E V E L O P M E N T
N A T I O N W I D E
D I S T R I B U T I ON
JV W I T H
C O N S T E L LAT I ON
B R A N D S
N E W
ON P R E M I S E
D I S T R I B U T I ON
L O W ER
C O S T
P R O D U C T I O N
L O G I S T I C S E X P ORT
KEY
E X E C U T I V E
M A N A G E M E N T
H I R E S

MOA’S CR AFT BEER & CIDER R ANGE
RESERVE
RANGE
CLASSIC
RANGE
SOUR
RANGE
CIDER
RANGE
#1 VALUE
SHARE
500ML
B O T T L E S
M O A
C L A S SI C 6
PACK’S
UP
+121%
NZ’S L A R G E S T
$ S A L E S
C O N T R I B U T O R TO
T H E T OT AL
NZ CRAFT B E E R
M A R K E T IN ¼ to
27/1/ 2019
AC Neilsen Total Supermarkets - ¼ 27/01/19
7

INVESTMENT THESIS
OPPORTUNISTIC & COMPLEMENTARY

–Savor Group is a tightly held private company, built for growth,
with excellent management and proven execution capabilities.

–Savor Group’s financials for mature venues has stable revenues
(circa $26m) and growing profitability (expected FY20 EBITDA of
circa $3.6m) and iconic hospitality brands which position it well for
an aggressive national expansion strategy.

–Savor Group has opened new premium venues at the Sanford Fish
Market in Auckland CBD. This is forecasted to add $7.3m in revenue
and $1m of EBIT in its first 12 months.

–The cash flow smoothing effect of point of sales will complement Moa’s
P&L, underpinning its financial strength.

–Moa’s sales and supply chain capability allows Savor the ability to
leverage new channels and geographies.
BUSINESS ACCELERATION & SCALABILITY

–Savor Group provides Moa with a platform for market penetration and
growth in one of Auckland’s premier on premise hospitality businesses.

–Securing on premise volume enables Moa to extract better margin from
its beer business.

–Accessing Savor’s loyal customer base and best in class service allows
Moa to capitalise on its new brand development expertise and unlock
additional revenue and value creation sources.

–There are strong opportunities for streamlining the joint
businesses as well as maximising on the inherent synergies with
these symbiotic between Moa’s existing business and Savor
Group’s on premise offering.
7

8
ACQUISITION
R ATIONALE
Moa will acquire Savor Group and expand into an
integrated and beverage business.

Moa sees this Savor Group as an ideal platform to
design, test and launch further new brands and venues.

As well as new brands the Moa core business is expected
to benefit from a stronger on premise platform.

As Moa moves into a full service brand and hospitality
company, new products will have a clear and quick route to
market.

The business combination with Savor represents great
value to Moa in that it accelerates brand development into
premium venues, strengthens its position in Auckland (New
Zealand’s largest craft beer market), accesses significant
pourage opportunities, as well as
gaining the execution capabilities of best in class hospitality
innovation and venue operations. Geoff Ross (Executive
Chair) will oversee the combined company.

From day 1 the acquisition will be cash flow positive and
profitable.
The acquisition fast tracks Moa into profitability with a
growing captive on-premise business unit.

9
I N T R OD U C T I ON
TO SAVOR GROUP

10
WHO IS
SAVOR GROUP?
–A leading Auckland-based premium casual
hospitality operator.

–Venues include: Ostro, Seafarers, Ebisu, Azabu,
eateries and a bar at the new Sanford Auckland
Fish Market, and a roadmap of new venues.

–Founded and managed by hospitality expert
Lucien Law who is regarded as one of NZ’s best
brand and advertising talents (ex Shine, Saatchi &
Saatchi and Mother).

–Savor Group offers a combination of highly
desirable, cost effective route to market for brands
and premium on site experiences.

–The Seafarers Building will be a key on premise
account during the America’s Cup in Auckland as
will the new Fish Market venue.
BEER
$400K
RETAIL R E V E N U E
W HOLESALE
P U R C H A S E S
W INE & SPARKLING
$ 1 . 3 M
SPIRIT S
$400K
NO N A L C
$200K
BEER
$ 1 . 3 M
W INE & SPARKLING
$ 3 . 8 M
SPIRIT S
$ 1 . 6 M
NO N A L C
$700K
B E V E R A G E V O L U M E S ARE S I G N I F I C A N T
REVENUE F Y2 0 P R O J E C T E D
( AL L VENUES, N Z D)
1. Seafarers Building 9,915,000
2. Ebisu 4,450,000
3. Azabu 4,410,000
4. Other 255,000
5. Fish Market 7,300,000
TOTAL REVENUE (SAVOR) 26,300,000

COSTS OF GOODS SOLD

8,000,000
EBITDA 3,600,000

SAVOR GROUP HAS A PORTFOLIO OF ICONIC LOCATIONS AND VENUE BRANDS IN
FAST GROWING AUCKLAND ENTERTAINMENT PRECINCTS
h
P O N S O N B Y
W YNYARD
B R I T O M A R T
V E N U E BRANDS & P R O P E R T I E S B E I N G A C Q U I R E D
–Seafarers Building, Ostro/The Deck, Seven – Britomart
–Event Venues – Seafarers, Ebisu– Britomart
–Fukuko – Britomart
–Azabu – Ponsonby
–Azabu – Auckland Fish Market
–Super Pizza – Auckland Fish Market
–Market Galley (Fish n Chips) – Auckland Fish Market
–The Wreck Bar – Auckland Fish Market

A C Q U I S I T O N SU M M ARY
& FINANCIAL BENEFITS
12

SAVOR ACQUISITION
CONSIDERATION
Upfront: $13.0m

–Savor has three core established assets – Seafarers (Ostro), Ebisu and
Azabu Ponsonby – and four new venues including the central bar in the
Auckland Fish Market. Savor’s pro forma EBITDA is $3.6m for FY20.
–The base purchase price for the existing businesses is $13.0m, a 3.6x
multiple of expected FY20 EBITDA.
–The upfront consideration will be funded 40% by Moa shares and 60% by
cash (funded by bank debt and equity raised). There is a small component
($400k) of assumed bank debt included in the base purchase price.

Additional Payment FY21: $5.4m

–If the vendors achieve certain agreed commercial milestones in the
12 - 24 months following completion, Moa has agreed to pay an additional
$5.4m.
–In order for this consideration to be payable, the milestones must have
been achieved to the satisfaction of Moa’s board (acting reasonably).
–This additional payment is to be funded 40% by Moa shares and 60%
by cash.

Earn Out FY21: Up to $3.0m (or up to $3.0m clawback)

–Depending on the combined EBITDA performance of the acquired
businesses during FY20 and FY21, the parties have agreed that the
purchase price may be increased, or decreased, by up to $3.0m.
–Any upwards purchase price adjustment due to the earn out will be funded
by issuing Moa shares, and if the purchase price is adjusted downwards the
vendors will be required to transfer shares back to Moa for no consideration
(which will subsequently be cancelled).
13

14
U P F R O N T ( S E T T L E M E N T)*
SOURCES
Moa shares
Cash - Debt
Cash - Equity
Assumed debt
$ 5.04m
$ 4.47m
$ 5.00m
$ 0.40m
$14.91m
USES
Acquisition of Savor Group
Growth Capital
$13.00m
$ 1.91m
$14.91m
A D D I T I O N A L P A Y M E N T (F Y 2 1 )*
SOURCES
$ 5.40m
USES
Additional Payment
$ 5.40m
$ 5.40m
SAVOR GROUP ACQUISTION FUNDING SU M M ARY
Moa shares
Cash
$ 2.20m
$ 3.20m
E A R N O U T ( F Y 2 1)* - Maximum, if applicable
SOURCES
Moa shares
$ 3.00m
$ 3.00m
USES
Earn Out - Savor Group
$ 3.00m
$ 3.00m
Notes
* Before transaction costs

COMP’S FOR VALUATIONS
(EV/EDITDA)
LITTLE W O R L D
B E V E R A G E S
22x
15
TUATA R A
14x
P A NHE A D
16x

POST ACQUISITION
GROW TH STR ATEGY
17
17

18
MOA SECURES REAL AND TANGIBLE
BENEFITS THROUGH THIS ACQUISITION
As existing contracts come
off there is in excess of
20,000L of craft beer volume
(60,000L of total beer volume)
This equates to an estimated
$350k of potential new revenue for
Moa.
Once completed,
Moa expects to have
access to over $26m of
revenue and $3.6m of
EBITDA.
Moa secures the talent of
Lucien Law to develop new Moa
Craft beer venues and Moa’s
Cellar door in Marlborough.
The combination of talent
is best in class, for Moa to then
execute a strong innovation plan.

19
Geoff
Ross
Malcolm has worked in senior
roles with a wide range of
Ag/Hort and FMCG
businesses across NZ,
Australia and Asia working for
many well known brands across
the region.
Geoff was also Chairman of Trilogy International, an NZX listed
company focused on the home fragrances and body care products
market. Prior to 42 Below and Trilogy International, he was a Managing
Partner and Board Member of DDB Advertising for two years and was
a Client Service Director and Management Team Member for Saatchi &
Saatchi in Wellington for eight years.
For the period before joining Moa he consulted to large
multinational and SME businesses on strategy, governance,
market and brand development and operational insights as well
as undertaking CFO or other C-suite assignments.
Malcolm
Bloor
Stephen built up knowledge on the alcohol industry across multiple
markets in the UK, Australia and NZ. His significant contribution has
been the launch of Steinlager Pure, NZ’s most successful beer
innovation launch, restaging of Mac’s, and launching Lion’s non
alcoholic strategy. During his time as MD he won NZ’s Best Brand
Communicator. Stephen also owned one of Wellington’s largest
hospitality venues - Fox Glove. Also is a Board member of Three
Peaks Manuka Honey.
Stephen
Smith
Stephen has been in FMCG
marketing and sales for over 20
years. Building up extensive
experience through over 15 years
with Lion as both Marketing and
Sales Director.
Brands & venue
development
KEY PEOPLE

Lucien
Law
Over the past 7 years, Lucien has
led a new ave in Auckland
hospitality and overseen the
building of a group of brands that
have had a significant impact on
the city’s dining and entertainment
scene.

brasserie Ostro, along with Fukuko, and Las Vegas Club. One of
the most ambitious developments is Seafarers spreading over
several floors in the historic Seafarers building at Britomart.

Prior to hospitality Lucien founded a highly successful
independent communications agency Shine, which works with
brands including Spark, Hyundai, Fonterra and Lion Breweries.
Lucien
Law
Geoff was the founder and
CEO of 42 Below, which was
a listed company for three
years prior to its sale to
Bacardi in late 2006.
Lucien’s projects include
award-winning modern
Japanese restaurants Azabu
and Ebisu, contemporary NZ

BREWS
&
EMBERS
@brewsandembers | brewsandembers.co
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Rich and sweet to the taste.
A session I.P.A with an up-
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Glazed in Manuka Honey and rubbed
with Rosemary and seal salt. Crispy
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A beer that is light straw to
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Perfect all year round.
W ell raised, perfectly aged.
Cut generous on the bone with
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The sim plest way possible.
Hot steel Aged beef.

RIGHTS ISSUE
STRUCT U RE & T I METABLE
27
27

While participation in the Offer is optional, if Eligible Shareholders choose not to take up the Offer their shareholdings will be diluted.
Eligible shareholders may wish to apply for more than their entitlement to reduce dilution of their existing shareholding though the placement.
Capitalised terms used on this slide and the next have the meanings given to them in Moa’s rights issue offer document dated 13 March 2019 (available from
www.nzx.com under stock code “MOA”.
RIGHTS ISSUE STRUC TURE
21
The Offer A pro-rata renounceable rights issue of 1 New Share for every 11 Existing Shares held on the Record Date
Eligible Shareholder Shareholders with registered addresses in New Zealand or Australia on the Record Date
Offer Size The maximum amount to be raised under the Offer is $3,000,000, including the Oversubscription Facility
Oversubscriptions If you accept your entitlement in full, you may apply for any number of Additional New Shares pursuant to
the Oversubscription Facility
Shares currently on issue 60,372,620 Shares currently quoted on the NZX Main Board
(7,894,737 Shares will be issued under the Placement, after the Record Date for this Offer)
Maximum number of
New Shares being offered
7,894,737 New Shares
In addition, Shares will be issued to the vendors of Savor Group on completion of the acquisition at an
issue price of the volume weighted average market price in the 20 trading days up until the completion
date (scheduled for 1 April 2019), as detailed further in the notice for the special meeting of shareholders
held on 12 March 2019 (a copy of which is available from www.nzx.com under stock code “MOA”.
When to apply Applications must be received by 5.00 pm on the Closing Date (5 April 2019, unless extended)
How to apply Application may 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 enclosed Acceptance Form, together with payment in New Zealand dollars.

RIGHTS ISSUE IMPORTANT DATES
Confirmation of the Offer 12 March 2019
Rights trading commences on the NZX Main Board 14 March 2019
Record Date for determining eligibility 5.00pm on 15 March 2019
Opening Date 18 March 2019
Mailing/emailing of Offer documentation 18 March 2019
Rights trading ends on the NZX Main Board 1 April 2019
Closing Date (last day for online applications,
or for receipt of the Acceptance Form, with payment)
5 April 2019
Allotment and issue of New Shares 10 April 2019
Quotation of New Shares 10 April 2019
Statements mailed By 17 April 2019

IMPORTANT NOTICE
23
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 in order to make an informed investment decision about the rights issue offer or Moa Group Limited
(Moa).

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.

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 Moa shares, or
be in possession of, or distribute to any other person, any offering material or any documents in connection with Moa
shares, in any jurisdiction unless in compliance with all applicable laws and regulations. This document may
not be sent into or distributed in the United States.

The information in this document does not constitute financial product advice or a recommendation to acquire Moa
shares. This document has been prepared without taking into account the investment objectives, financial, or
taxation situation or particular needs of any applicant or investor.

Under no circumstances should you regard the inclusion of forward looking statements in this document as a
guarantee of future performance. The statements, although made in good faith, involve known and unknown risks,
uncertainties and assumptions, many of which are beyond Moa’s control.

To the maximum extent permitted by law, no person accepts any liability for any actions taken or not taken on the
basis of this document and it is not intended to provide the sole basis of any financial and/or business evaluation.
Recipients of the information are required to rely on their own knowledge, investigations and judgements in any
assessment of this information. Neither the whole nor any part of this information, nor any reference thereto, may be
included in, with or attached to any document, circular, resolution, letter or statement without the prior written
consent of Moa as to the form and content in which it appears.

---

MOA GROUP LIMITED
Rights Issue 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 13
th
March 2019

100348154/6885409.4
IMPORTANT INFORMATION


General information
This document has been prepared by Moa Group
Limited (Moa) in connection with a 1 for 11
renounceable rights offer of new ordinary shares to
Eligible Shareholders. The Offer is made under the
exclusion in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 (the FMCA).
This document is not a product disclosure statement for
the purposes 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
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 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 unless in compliance with all
applicable laws and regulations. This document may
not be sent into or distributed in the United States.
No Guarantee
There is no guarantee that th e Offer will proceed nor
any guarantees about the future performance of Moa
or any return on any investment made under this
document.
Decision to participate in the Offer
The information in this document does not constitute
financial product advice or a recommendation to
acquire New Shares. 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
Under no circumstances should you regard the
inclusion of forward looking statements in this
document as a guarantee of future performance.
The statements, although made in good faith, involve
known and unknown risks, uncertainties and
assumptions, many of which are beyond Moa’s control.
Privacy
Any personal information provided by Eligible
Shareholders online or on the Acceptance Form will be
held by Moa and/or Link at the addresses set out in the
Directory. This information will be used for the
purposes of administering your investment in Moa and
will be disclosed to third parties only with your consent
or if 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 be
no dividend payments or other distributions made for
the foreseeable future. Instead, any surplus funds will
be used to fund immediate and future growth
opportunities.
Enquiries
Enquiries about the Offer can be directed to an NZX
Firm or your financial or legal adviser. If you have any
questions about the number of New Shares shown on
the Acceptance Form that accompanies this document,
or how to apply online or to complete the Acceptance
Form, please contact Link .
Times
All references to time in this document are to New
Zealand time.
Defined terms
Capitalised terms used in this Rights Issue have the
specific meaning given to them in the Glossary at the
back of this Offer booklet or in the relevant section of
this Offer booklet.


2
Important information

100348154/6885409.4
LETTER FROM THE EXECUTIVE CHAIRMAN
Dear fellow shareholder,
Capital raise to fund acquisition of Savor Group and new growth opportunities.
On behalf of the directors of Moa Group Limited (Moa), I am pleased to offer you the opportunity to
participate in this offer. As previously announced, Moa, via a wholly owned subsidiary, has
conditionally agreed to purchase Savor Group, a premiere Auckland based hospitality venture.
More information about Savor Group, the bars and restaurants they run and the proposed
transaction is contained in the notice of meeting released by Moa on 22 February 2019, which can
be viewed on the NZX website, under Moa’s announcements.
The planned acquisition of Savor Group is complimentary to Moa’s existing craft brewing
operations, and demonstrates Moa’s ongoing execution of its five key strategies, which include
increasing Moa’s on premise presence, and launching innovative new products. Owning on premise
venues will provide Moa with a clear route to market for its existing products, as well as a platform
to design, test and launch new products. The venues were selected on the basis that they are
premium hospitality destinations in New Zealand’s largest craft beer market (Auckland), and
therefore provide high quality awareness and trial for Moa’s brand and range of products.
The acquisition would add approximately $27m to Moa’s consolidated revenue, taking total group
revenue expectations to over $40m. Moa expects the businesses acquired to be earnings accretive,
with a contribution of $3.6M to EBITDA in the first full financial year following completion of the
transaction.
In order to fund the cash component of the consideration payable, Moa has secured a $5.5m
acquisition facility from BNZ, and as also announced on 22 February 2019, has firm commitments
for a $3m private placement to select investors. We acknowledge that as a shareholder you have
supported Moa on its journey to date, which is why the board wishes to invite shareholders to
participate in this renounceable rights issue at the same price as the private placement. The size
of this rights offer is $2m, although under the Oversubscription Facility the amount raised could be
as much as $3m in total.
You are able to apply for one New Share for every 11 Shares you currently hold. All rights will also
be quoted on the NZX Main Board, so if you do not wish to take up your rights you may trade
them. Whether or not you wish to participate in this rights issue, your board feels it is important to
offer all shareholders the opportunity to invest at the placement price. While participation in the
Offer is optional, if eligible shareholders choose not to take up the Offer their shareholdings will be
diluted. Eligible shareholders may wish to apply for more than their entitlement to reduce dilution
of their existing shareholding though the placement.
The capital raised will primarily be used to fund the cash component of the purchase price for the
Savor Group acquisition. Excess capital will be deployed by Moa to pursue future growth
opportunities such as more hospitality venues and more innovative new products.
The directors of Moa unanimously support the transaction, and we are pleased to offer you the
opportunity to participate in this offer. We thank you for your ongoing support and look forward to
capitalising on the synergies and opportunities which will be available to the Moa group following
the acquisition plus of course welcome you all to our bars and restaurants in Auckland.
Yours sincerely


Geoff Ross
Executive Chairman
3
Letter from the Executive Chairman
Continued overleaf...

100348154/6885409.4
LETTER FROM THE EXECUTIVE CHAIRMAN
Dear fellow shareholder,
Capital raise to fund acquisition of Savor Group and new growth opportunities.
On behalf of the directors of Moa Group Limited (Moa), I am pleased to offer you the opportunity to
participate in this offer. As previously announced, Moa, via a wholly owned subsidiary, has
conditionally agreed to purchase Savor Group, a premiere Auckland based hospitality venture.
More information about Savor Group, the bars and restaurants they run and the proposed
transaction is contained in the notice of meeting released by Moa on 22 February 2019, which can
be viewed on the NZX website, under Moa’s announcements.
The planned acquisition of Savor Group is complimentary to Moa’s existing craft brewing
operations, and demonstrates Moa’s ongoing execution of its five key strategies, which include
increasing Moa’s on premise presence, and launching innovative new products. Owning on premise
venues will provide Moa with a clear route to market for its existing products, as well as a platform
to design, test and launch new products. The venues were selected on the basis that they are
premium hospitality destinations in New Zealand’s largest craft beer market (Auckland), and
therefore provide high quality awareness and trial for Moa’s brand and range of products.
The acquisition would add approximately $27m to Moa’s consolidated revenue, taking total group
revenue expectations to over $40m. Moa expects the businesses acquired to be earnings accretive,
with a contribution of $3.6M to EBITDA in the first full financial year following completion of the
transaction.
In order to fund the cash component of the consideration payable, Moa has secured a $5.5m
acquisition facility from BNZ, and as also announced on 22 February 2019, has firm commitments
for a $3m private placement to select investors. We acknowledge that as a shareholder you have
supported Moa on its journey to date, which is why the board wishes to invite shareholders to
participate in this renounceable rights issue at the same price as the private placement. The size
of this rights offer is $2m, although under the Oversubscription Facility the amount raised could be
as much as $3m in total.
You are able to apply for one New Share for every 11 Shares you currently hold. All rights will also
be quoted on the NZX Main Board, so if you do not wish to take up your rights you may trade
them. Whether or not you wish to participate in this rights issue, your board feels it is important to
offer all shareholders the opportunity to invest at the placement price. While participation in the
Offer is optional, if eligible shareholders choose not to take up the Offer their shareholdings will be
diluted. Eligible shareholders may wish to apply for more than their entitlement to reduce dilution
of their existing shareholding though the placement.
The capital raised will primarily be used to fund the cash component of the purchase price for the
Savor Group acquisition. Excess capital will be deployed by Moa to pursue future growth
opportunities such as more hospitality venues and more innovative new products.
The directors of Moa unanimously support the transaction, and we are pleased to offer you the
opportunity to participate in this offer. We thank you for your ongoing support and look forward to
capitalising on the synergies and opportunities which will be available to the Moa group following
the acquisition plus of course welcome you all to our bars and restaurants in Auckland.
Yours sincerely


Geoff Ross
Executive Chairman
4


4
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.

5
Key terms of the offer

100348154/6885409.4
4
KEY TERMS OF THE OFFER
The Offer A pro-rata renounceable rights issue of 1 New Share for every 11
Existing Shares held on the Record Date
Eligible Shareholder Shareholders with registered addresses in New Zealand or Australia
on the Record Date
Issue price 38 cents per New Share
Offer Size The maximum amount to be raised under the Offer is $3,000,000,
including the Oversubscription Facility
Oversubscriptions If you accept your entitlement in full, you may apply for any number
of Additional New Shares pursuant to the Oversubscription Facility
Shares currently on issue 60,372,620 Shares quoted on the NZX Main Board
(7,894,737 Shares will be issued under the Placement, after the
Record Date for this Offer)
Maximum number of New Shares being offered 7,894,737 New Shares
In addition, Shares will be issued to the vendors of Savor Group on
completion of the acquisition at an issue price of the volume weighted
average market price in the 20 trading days up until the completion
date (scheduled for 1 April 2019), as detailed further in the notice for
the special meeting of shareholders held on 12 March 2019 (a copy of
which is available from www.nzx.com under stock code “MOA”.
When to apply Applications must be received by 5.00 pm on the Closing Date
(5 April 201 9, unless extended)
How to apply Application may 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 enclosed
Acceptance Form, together with payment in New Zealand dollars.
While participation in the Offer is optional, if Eligible Shareholders choose not to take up the Offer their shareholdings will be
diluted. Eligible shareholders may wish to apply for more than their entitlement to reduce dilution of their existing
shareholding though the placement.

IMPORTANT DATES
Announcement of the Offer 12 March 2019
Rights trading commences on the NZX Main Board 14 March 2019
Record Date for determining eligibility 5.00pm on 15 March 2019
Opening Date 18 March 2019
Mailing/emailing of Offer documentation and investor presentation 18 March 2019
Rights trading ends on the NZX Main Board 1 April 2019
Closing Date (last day for online applications, or for receipt of the Acceptance Form,
with payment)
5 April 2019
Allotment and issue of New Shares 10 April 2019
Quotation of New Shares 10 April 2019
Statements mailed By 17 April 2019


100348154/6885409.4
5
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.

100348154/6885409.4
6
TERMS AND CONDITIONS
1 The Offer
The Offer is an offer of New Shares in Moa to Eligible
Shareholders under a pro-rata renounceable rights
issue. Under the Offer, Eligible Shareholders are
entitled to subscribe for 1 New Share for every 11
Existing Shares held on the Record Date (with any
fractional entitlements rounded up) and may apply for
Additional New Shares pursuant to the
Oversubscription Facility.
The New Shares are of the same class as (and rank
equally with) Moa’s Existing Shares which are quoted
on the NZX Main Board. Moa will take any necessary
steps to ensure that the New Shares are, immediately
after the issue, quoted. The maximum number of New
Shares being offered under the Offer is 7,894,737. The
Rights will be quoted on the NZX Main Board and can
be traded.
2 Issue Price
The Issue Price is 38 cents per New Share, the same
price as the placement announced on 22 February
2019 . The Issue Price must be paid in full on application
online or with a completed Acceptance Form delivered
(either by mail, delivery, email or fax) to Link in
accordance with the instructions set out in the
Acceptance Form. Moa may accept late Applications
and Application Monies, but has no obligation to do so.
Moa may accept or reject (at its discretion) any online
application or Acceptance Form which it considers is
not completed correctly, and may correct any errors or
omissions on any Acceptance Form.
If an Eligible Shareholder fails to accept any New Shares
and pay the associated Application Monies by the
Closing Date (5.00pm on 5 April 2019 ), their Rights will
lapse.
As required by the Listing Rules, if Moa receives, before
the Closing Date, a renunciation and an acceptance in
respect of the same Right(s), the renunciation shall be
given priority to the acceptance.
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 Eligibility
The Offer is only open to Eligible Shareholders, being
those persons with registered addresses in New
Zealand or Australia, who are registered as
Shareholders at the Record Date.
Moa considers that the legal requirements of other
jurisdictions in which Shareholders have a registered
address are such that it would be unduly onerous for
Moa to make the Offer, having regard to the low
number of such Shareholders, the number and value of
New Shares such Shareholders would be offered, the
financial resources of Moa and the costs of complying
with overseas legal requirements.
4 Oversubscription Facility
Eligible Shareholders who accept their full Entitlement
may also apply for Additional New Shares (in excess of
their Entitlement) at the Issue Price pursuant to the
Oversubscription Facility. Applicants may apply for any
number of Additional New Shares, but there is no
guarantee that Applicants will be allocated any or all of
the Additional New Shares for which they apply.
The number of New Shares available under the
Oversubscription Facility will equal the number of New
Shares for which valid applications are not received by
the Closing Date plus an additional $1m of New Shares
at the Issue Price. No applicant for Additional New
Shares will be allocated any greater number of
Additional New Shares than the number for which they
have applied and paid.
If the total number of Additional New Shares applied for
exceeds the total number of New Shares in the
Oversubscription Facility, Moa may scale the
oversubscription applications in such manner as the
directors consider equitable and in the interests of
Moa. In undertaking such scaling, the directors will
have regard to:
• the number of Moa shares held by applicants for
Additional New Shares as at the Record Date;
• optimisation of Moa’s share register, and
anticipated future support for Moa;
• encouraging retail participation in the
Oversubscription Facility;
• any applicable restrictions under the Takeovers
Code or other applicable laws; and
• such other factors as may be considered relevant.
Moa reserves the right to ballot, reduce the upper limit
of New Shares allocated or scale the applications in any
other manner that it deems appropriate (subject to
applicable laws and the Listing Rules). The directors’
decision on scaling will be final.
5 Opening and Closing Dates
The Offer will open for receipt of acceptances on
18 March 2019 (the “Opening Date”). The last day for
receipt of applications made online, or by the
Acceptance Form, in each case with payment is 5.00pm
on 5 April 2019 (the “Closing Date”), subject to Moa
varying those dates in accordance with the NZX Main
Board Listing Rules.
6
Terms and conditions

100348154/6885409.4
7
6 Issue of New Shares
New Shares are expected to be allotted and issued by
10 April 2019 (the “Issue Date”). Statements for New
Shares will be issued and mailed in accordance with the
Listing Rules.
7 Terms and Ranking of New Shares
New Shares allotted and issued will be fully paid and will
be the same class as (and rank equally in all respects
with ) other Shares on issue that are quoted on the NZX
Main Board on the Issue Date. They will give the holder
the right to one vote on a resolution at a meeting of
shareholders (subject to any restrictions in Moa ’s
constitution or the Listing Rules), the rights to dividends
authorised by the Board and the right to a
proportionate share in any distribution of surplus assets
of Moa on any liquidation.
8 Rights
If you are an Eligible Shareholder, you are not required
to subscribe for all of the New Shares to which you
would be entitled under the Offer. You may subscribe
for a proportion of your New Shares or allow your
Entitlement to lapse.
9 Minimum amount raised
There is no minimum amount that must be raised for
the Offer to proceed.
10 NZX Main Board Quotation
The New Shares have been accepted for quotation by
NZX and will be quoted upon completion of allotment
procedures. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator
regulated under the FMCA.
Application has been made for permission to quote the
Rights on the NZX Main Board and all NZX requirements
have been duly complied with. However, NZX accepts
no responsibility for any statement in this Offer
document.
11 Rights trading
As the Rights are renounceable and will be quoted on
the NZX Main Board, you may sell your Rights (whether
in full or in part) by instructing an NZX Firm to do so, or
through any other channel approved by NZX. You will
also need to provide your CSN/Holder number or
Authorisation Code (FIN). Brokerage may be payable in
respect of such sales.
Alternatively, you may transfer your Rights off-market
by completing the ‘Security Renunciation/Security
Transfer’ section of the Acceptance Form and returning
it to Link.
You may purchase additional Rights through an NZX
Firm or any other channel approved by NZX.
Tr ading of Rights will commence on the NZX Main Board
under the ticker code MOARC on 14 March 2019, and
will end at 5pm on 1 April 2019.

12 Compliance with Takeovers Code
To enable compliance with the Takeovers Code,
shareholders may give an instruction to Moa in writing
to reclassify some or all of the New Shares issued to
them as non-voting shares having the same terms as
existing unlisted non-voting shares in Moa.
13 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 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 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.
14 Reliance on waiver
Moa has been granted waivers by NZX Regulation from
Listing Rules 7.3.2(b) and 7.6.6(b), in order to permit
Moa to issue shares, or to cancel shares, later than 12
months after the date of the resolutions authorising the
issue or cancellation. The waivers do not apply with
respect to New Shares issued under this Offer.
These waivers were granted in connection with the
consideration structure of Moa’s acquisition of Savor
Group. The waivers are available for viewing at
https://www.nzx.com/announcements/330958.
15 Governing Law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.

7
Terms and conditions (continued)

100348154/6885409.4
8

GLOSSARY
“Acceptance Form” means the personalised
entitlement and acceptance form enclosed in this
document for Eligible Shareholders.
“Additional New Shares” means New Shares which an
Applicant applies for over and above their Entitlement
pursuant to the Oversubscription Facility.
“Business Day” has the meaning given to that term in
the Listing Rules.
“Closing Date” means 5.00pm on 5 April 2019 .
“Eligible Shareholder” means a Shareholder of Moa
with a registered address in New Zealand or Australia as
at the Record Date.
“Entitlement” means the number of Rights to which
Eligible Shareholders are entitled.
“Existing Share” means a fully paid share in Moa on
issue on the Record Date.
“Issue Date” means 10 April 2019 .
“Issue Price” means 38 cents per New Share.
“Link ” means Link Market Services Limited.
“Listing Rules” means the listing rules of the NZX Main
Board, 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 of the same class as (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 Firm” means any entity designated as an NZX Firm
under the Participant Rules of NZX.
“Offer” means the offer to subscribe for New Shares to
Eligible Shareholders as at the Record Date, pursuant to
this document.
“Opening Date” means 18 March 2019.
“Oversubscription Facility” means the facility that
entitles an Eligible Shareholder who accepts their
Entitlement in full to also apply for an additional
number of New Shares comprising in aggregate any
shortfall in the Offer plus an additional $1m of New
Shares.


“Placement” means the $3 million private placement
of S hares announced on 22 February 2019, which Moa
plans to be settled before 31 March 2019.
“Record Date” means 5.00pm on 15 March 2019.
“Right” means the renounceable right to subscribe for
one New Share at the Issue Price, issued pursuant to the
Offer.
“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.
8
Glossary

100348154/6885409.4
9
DIRECTORY
ENQUIRIES
Enquiries about this Offer should be directed to an NZX
Firm or your financial or legal adviser.

ISSUER
Registered Office:
Shop 6, 46 Maki Street
Westgate
Auckland 0814
New Zealand

Telephone: +64 (9) 367 9472
Website: www.moabeer.co.nz

DIRECTORS
Geoff Ross, Executive Chairman
David Poole, Non- Executive Director
Rich Frank, Independent Director
Sheena Henderson, Independent Director
Craig Styris, Non-Executive Director


If you have any queries about your Entitlements please
contact Link Market Services Limited.

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: www.linkmarketservices.co.nz

LAWYERS
Chapman Tripp
Level 35, ANZ Centre
23 Albert Street
Auckland 1010
New Zealand
9
Directory