Marlin Global – Offer Documentation Released

Dear Shareholder,
On 17 October 2019 the Board of Marlin Global Limited (NZX: MLN) (Marlin) announced an issue of warrants.
The purpose of the issue of warrants is to raise capital as part of Marlin’s ongoing capital management
programme and provide investors with the ability to purchase additional shares in Marlin at a pre-determined
exercise price. The issue of warrants also aims to increase the size of the portfolio so as to improve operational
efficiency. The net proceeds are expected to be used for further investment in the Marlin portfolio.
What is a Marlin Warrant?
A Warrant gives the holder a right to buy one Share in Marlin upon payment of the Exercise Price on the Exercise
Date (6 November 2020).
Who is eligible for the Marlin warrants?
Warrants will be issued to Marlin Shareholders with a registered address in New Zealand as at 5.00pm (New
Zealand time) on the Record Date (6 November 2019) (Eligible Shareholders). As long as you hold Marlin shares
at that time, you will be entitled to receive one warrant for every four shares you hold. If you are a Marlin
shareholder but do not have a registered address in New Zealand, your warrant entitlement will be issued to a
separate registry account with the Registrar and we will endeavour to sell the warrants on the NZX Main Board
on your behalf.
How many Marlin warrants do I get?
Each Eligible Shareholder will be issued one warrant for every four Shares held at 5.00pm (New Zealand time) on
the Record Date (6 November 2019), subject to rounding and receipt of additional warrants as may be required
to ensure you hold a minimum holding of warrants under the NZX Listing Rules.
What do I need to do to receive the Marlin warrants?
You do not need to do anything to be issued warrants. Computershare will send a statement informing you of
your new warrant holding. This is expected to be on or about 11 November 2019.
What can I do with the warrants?
 You can elect to exercise some or all of your warrants by 6 November 2020 via payment of the final Exercise
Price for those warrants (if you choose to exercise only some of your warrants, it must be a number which
ensures you will have a minimum holding of Shares under the Listing Rules). We will contact you again
before the Exercise Date, with details of the final Exercise Price and provide you with the Exercise Form for
you to complete and return to Computershare.
 You can seek to sell or transfer some or all of your warrants on the NZX Main Board until 5.00pm on 4
November 2020.
 You can decide not to exercise or sell any warrants and allow the warrants to lapse. If you do not exercise
your warrants, your shareholding in Marlin will be diluted by other warrant holders who exercise their
warrants.

If I want to exercise the warrants, how much will it cost?
$0.94 per warrant, to be adjusted down for the aggregate amount per Share of any cash dividends declared on
Marlin Shares with a record date during the period commencing on the date of allotment of the warrants and
ending on the last Business Day before the final Exercise Price is announced by Marlin.
The full terms of the warrants are set out in the document enclosed with this letter. The Board of Marlin encourages
you to read the document in its entirety and discuss the terms with your financial adviser if you have any questions.
Yours sincerely


Alistair Ryan
Chair, Marlin Global Limited
Marlin Global Limited
Phone +64 9 484 0365
Fax +64 9 489 7139
Private Bag 93502 Takapuna
Auckland 0740

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WARRANT TERMS
DOCUMENT
MARLIN
GLOBAL LIMITED
22 OCTOBER 2019

MARLIN GLOBAL LIMITED
WARRANT TERMS

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KEY TERMS
Issuer
Marlin Global Limited
The Offer
This is an offer of Warrants in Marlin Global. Each Eligible
Shareholder will be issued one Warrant for every four Shares held
at 5.00pm (New Zealand time) on the Record Date (6 November
2019) subject to rounding.
Each Warrant gives the holder a right to buy one Share in Marlin
Global upon payment of the Exercise Price on the Exercise Date, 6
November 2020.
Eligible Shareholders
Warrants will be issued to Marlin Global Shareholders with a
registered address in New Zealand and who are registered
Shareholders at 5.00pm (New Zealand time) on the Record Date.
Issue price for
Warrants
Nil — Eligible Shareholders will not have to make any payment to
receive their entitlement of Warrants.
Approximate number
of Warrants to be
issued
37 million
Quotation of
Warrants
Application has been made to NZX for permission to quote the
Warrants on the NZX Main Board and all the requirements of NZX
relating to the quotation that can be complied with on or before
the date of this document have been complied with. However, the
Warrants have not been approved for trading and NZX accepts no
responsibility for any statement in this document. NZX is a licensed
market operator, and the NZX Main Board is a licensed market
under the Financial Markets Conduct Act 2013.
If approved for trading, initial quotation of the Warrants on the NZX
Main Board is expected to occur on 8 November 2019 under the
ticker code MLNWD, ISIN NZMLNE0003S6.
Exercise of Warrants
Warrant Holders may:
• exercise some or all of their Warrants by lodging an Exercise
Form, together with payment, with the Registrar by the Exercise
Date (if you choose to exercise only some of your Warrants,
it must be a number which ensures you will have a minimum
holding of Shares under the Listing Rules);
• sell some or all of their Warrants on the NZX Main Board; or
• allow their Warrants to lapse.
Any Warrants not exercised on the Exercise Date will lapse.
If you do not exercise your Warrants, your shareholding in Marlin
Global will be diluted by other Warrant Holders who exercise their
Warrants. This issue of new Shares would, all other things being
equal, also result in a consequential reduction in the net asset
value per Share once the new Shares are issued.

MARLIN GLOBAL LIMITED
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Exercise Price
$0.94 per Warrant, to be adjusted down for the aggregate amount
per Share of any cash dividends declared on the Shares with
a record date during the period commencing on the date of
allotment of the Warrants and ending on the last Business Day
before the final Exercise Price is announced by Marlin Global.
The final Exercise Price per Warrant (following the adjustment
referred to above) will be calculated to the nearest one hundredth
of a cent and then rounded up or down to the nearest whole cent.
Announcement of
final Exercise Price
Marlin Global will announce the final Exercise Price to the NZX
at least 6 weeks before the Exercise Date. Marlin Global will also
provide confirmation of the final Exercise Price to Warrant Holders
per their recorded communication preference.
How to Apply
If you are a Warrant Holder and wish to exercise any of your
Warrants and subscribe for Shares, you must return a completed
Exercise Form by the Exercise Date.
Marlin Global will send an Exercise Form to Warrant Holders as
soon as reasonably practicable after the final Exercise Price has
been determined. You can also request an Exercise Form by
contacting Marlin Global or the Registrar.
IMPORTANT DATES
Record Date
6 November 2019
Allotment of Warrants
7 November 2019
Quotation of Warrants commences on the NZX Main Board
8 November 2019
Mailing of holding statements for Warrants
11 November 2019
Expected date of announcement of final Exercise Price
25 September 2020
Final date for trading Warrants on the NZX Main Board
4 November 2020
Exercise Date
6 November 2020
Allotment of Shares on exercise of Warrants
11 November 2020
Mailing of holding statements for Shares
16 November 2020
The dates shown above are subject to change and indicative only. Marlin Global reserves
the right to vary or extend these dates subject to applicable law and the Listing Rules.
Changes will be advised by announcement to NZX.
Marlin Global may decide not to proceed with the issue of Warrants at any time before
the allotment of Warrants at its absolute discretion. Shareholders will have no right to
receive Warrants or any compensation if Marlin Global decides not to proceed.

MARLIN GLOBAL LIMITED
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Important notice
Warrants (and Shares to be issued on
the exercise of Warrants) are offered to
Eligible Shareholders pursuant to the
exclusion in clause 19(1A) of schedule
1 of the Financial Markets Conduct Act
2013. 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 to make an informed decision
about the Warrants or Marlin Global.
The information in this document does not
constitute a recommendation to exercise
Warrants nor does it amount to financial
product advice. This document has been
prepared without taking into account
the particular needs or circumstances of
any investor, including their investment
objectives, financial and/or tax position.
All investments carry risk. If you are in
any doubt about what action to take, you
should contact an authorised financial
adviser, an NZX Firm or your accountant
or other professional adviser.
This document does not constitute an
offer, advertisement or invitation in any
place in which, or to any person to whom,
it would not be lawful to make such an
offer, advertisement or invitation.
No guarantee is provided by any person in
relation to the Warrants or Shares. Likewise,
no warranty is provided with regard to the
future performance of Marlin Global, or any
return on any investments made pursuant to
this document.
Additional information about Marlin
Global Limited
Marlin Global is subject to continuous
disclosure obligations under the Listing
Rules which require it to notify certain
material information to NZX. Market releases
by Marlin Global, including the most recent
annual report (for the period ended 30 June
2019) are available at nzx.com under the
ticker code MLN and on Marlin Global’s
website, www.marlin.co.nz.
Marlin Global may, during the Offer, make
additional releases to NZX. No release by
Marlin Global will permit a Warrant Holder to
withdraw any previously submitted Exercise
Form without Marlin Global’s prior consent.
The market price of Shares may increase or
decrease between the date of this document
and the date of allotment of new Shares
upon exercise of the Warrants. Any changes
in the market price of Shares will not affect
the Exercise Price, and the market price
of new Shares following allotment may be
higher or lower than the Exercise Price. The
market price of Warrants may also increase
or decrease while they are quoted on the
NZX Main Board.
Definitions
Capitalised terms used in this document have defined meanings which appear in the
Glossary.
All references in this document to times are to times in New Zealand, all references
to currency are to New Zealand dollars, and all references to applicable statutes and
regulations are references to New Zealand statutes and regulations.

MARLIN GLOBAL LIMITED
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The Offer
1. Marlin Global will grant one Warrant
for every four Shares held by an
Eligible Shareholder of Marlin Global
at 5.00pm (New Zealand time) on the
Record Date (6 November 2019).
2. The purpose of the issue of Warrants
is to raise capital as part of Marlin
Global’s ongoing capital management
programme and provide investors
with the ability to purchase additional
shares in Marlin Global at a pre-
determined Exercise Price. The issue
of Warrants also aims to increase
the size of the portfolio so as to
improve operational efficiency. The net
proceeds are expected to be used for
further investment in the Marlin Global
portfolio.
Grant of Warrants
3. Warrants will only be issued to
Shareholders with a registered
address in New Zealand as at 5.00pm
(New Zealand time) on the Record
Date. Warrants will not be issued to
Marlin Global’s overseas Shareholders
as Marlin Global considers that
the legal requirements of other
jurisdictions in which Shareholders
have a registered address are such
that it would be unduly onerous for
Marlin Global to issue Warrants to
Shareholders in those jurisdictions,
having regard to the low number of
such Shareholders and the likely
costs of complying with overseas
legal requirements. This document is
intended for use only in connection
with the Offer to Eligible Shareholders.
4. Shareholders with a registered address
outside of New Zealand as at 5.00pm
(New Zealand time) on the Record
Date will have the Warrants they would
have otherwise received, issued to
a separate registry account with the
Registrar. Marlin Global will endeavour
to sell the Warrants on the NZX Main
Board and hold the proceeds on trust
and account to those Shareholders on
a pro rata basis for the proceeds (net of
costs). There is no guarantee that these
Warrants will be able to be sold or as
to the amount of proceeds that may be
received from the sale of the Warrants.
Any Warrants which cannot be sold will
lapse on the Exercise Date.
5. Warrant Holders who do not have a
registered address in New Zealand
and who have acquired Warrants on
the NZX Main Board will be entitled
to exercise those Warrants (subject to
compliance with all legal requirements
applicable to them).
Rounding of Warrants, Entitlements
and Minimum Holding
6. If a Shareholder would receive a fraction
of a Warrant by applying the 1:4 ratio,
the number of Warrants to be issued to
that Shareholder will be rounded up to
the nearest whole number.
7. If by applying the 1:4 ratio, a
Shareholder would be issued less than
1,064 Warrants (the minimum holding
of Warrants under the Listing Rules
based on the Average Market Price for
a Marlin Global Share determined as at
the date which is the Business Day prior
to the date of this document), the Board
will at the same time issue additional
DETAILS OF THE OFFER

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Warrants to the Shareholder so that
the Shareholder is issued a total of
1,064 Warrants.
NZX quotation
8. Application has been made to NZX
for permission to quote the Warrants
on the NZX Main Board. All of
NZX’s requirements relating to that
application that can be complied with
on or before the date of this document
have been duly complied with.
However, the Warrants have not been
approved for trading and NZX accepts
no responsibility for any statement
in this document. NZX is a licensed
market operator and the NZX Main
Board is a licensed market under the
Financial Markets Conduct Act 2013.
9. Marlin Global will take any necessary
steps to ensure that the Shares are,
immediately after issue, quoted on the
NZX Main Board.
10. In the event that the application to NZX
for permission to quote the Warrants is
declined, the issue of the Warrants will
not proceed.
Transfer
11. A Warrant may be transferred in the
same manner, and subject to the same
restrictions, as a Share. The Directors
will have the same powers in respect
of the approval of registration of a
transfer of Warrants as they have in
respect of a transfer of Shares.
12. A Warrant Holder who sells their
Warrants on the NZX Main Board
prior to exercise, may be liable to pay
brokerage fees. Following allotment,
the sale of Shares may be subject to
brokerage fees.
Rights of Warrant Holders
13. Each Warrant entitles the Warrant
Holder to:
a. subscribe for one Share in
Marlin Global credited as fully
paid, upon the payment of the
Exercise Price by the Exercise
Date (6 November 2020);
b. all information provided by
Marlin Global to Shareholders,
including its annual report and
notices of Shareholder meetings;
c. any other rights conferred on
Warrant Holders by Marlin
Global’s constitution, the
Companies Act 1993 or the
Listing Rules (except as provided
otherwise in this document); and
d. attend (but not vote at) any
meeting of Shareholders (or any
group of Shareholders).
14. A Warrant does not entitle the
Warrant Holder to:
a. vote at a meeting of
Shareholders (or any group of
Shareholders);
b. receive any dividends on Shares
declared by the Directors; or
c. participate with Shareholders
or the holders of any other
securities in the residual assets
of Marlin Global upon the
liquidation of the company.
DETAILS OF THE OFFER CONTINUED

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Exercise of Warrants
15. The Exercise Price is $0.94 per
Warrant, to be adjusted down for the
aggregate amount per Share of any
cash dividends declared on the Shares
with a record date during the period
commencing on the date of allotment
of the Warrants and ending on the last
Business Day before the final Exercise
Price is announced by Marlin Global.
The final Exercise Price per Warrant
will be calculated to the nearest one
hundredth of a cent and then rounded
up or down to the nearest whole cent.
16. If you choose to exercise any
Warrants, you will be required to pay
the Exercise Price for those Warrants
in full by the Exercise Date. You will not
be required to pay brokerage or any
other charges in order to exercise your
Warrants.
17. If you are a Warrant Holder and wish
to exercise any of your Warrants
and subscribe for Shares, you must
return a completed Exercise Form by
the Exercise Date. Marlin Global will
send an Exercise Form to all Warrant
Holders as soon as reasonably
practicable after the final Exercise
Price has been determined. You
can also request an Exercise Form
by contacting Marlin Global or the
Registrar.
18. The completed Exercise Form must
be lodged with payment (in a manner
prescribed by Marlin Global in the
Exercise Form) of an amount equal to
the Exercise Price multiplied by the
number of Warrants being exercised,
in time for it to be received by the
Registrar no later than 5.00pm (New
Zealand time) on the Exercise Date.
Further instructions for completing and
returning the Exercise Form will be set
out in the form.
19. Marlin Global may accept or reject any
Exercise Form which it considers to
have been completed incorrectly, and
may correct any errors or omissions
on any Exercise Form. If there is a
discrepancy between the amount of
application monies (by way of direct
credit or cheque) and the number of
Warrants being exercised as indicated
on the Exercise Form, Marlin Global
will treat the application as being
for the number of Warrants being
exercised as the application monies
will pay for.
20. Until the allotment of Shares, funds
received by Marlin Global for the
exercise of Warrants will be held in
a trust account by the Registrar for
the benefit of the relevant Warrant
Holders according to their respective
entitlements and for Marlin Global.
Any interest on those funds will be
paid to Marlin Global. If the allotment
of Shares does not proceed, Marlin
Global will refund application monies
within 10 Business Days.
Allotment of Shares
21. All Shares issued on the exercise of
Warrants will be fully paid ordinary
shares and rank equally with all
other Shares on issue at the date of
allotment (including on a liquidation of
Marlin Global). Marlin Global will allot
Shares to Warrant Holders who validly
exercise their Warrants within five
Business Days after the Exercise Date.
22. If you are an existing Shareholder who
chooses not to exercise their Warrant

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entitlement, your shareholding in Marlin
Global will be diluted if other Warrant
Holders exercise Warrants and the total
number of Shares on issue in Marlin
Global increases as a result.
23. Shares issued on the exercise of
Warrants will be entitled to participate
in dividends declared on the Shares
which have a record date after the date
of allotment of the Shares.
24. Marlin Global currently has a
distribution policy as at the date of
this document to pay Shareholders
(but not Warrant Holders) 2% of the
company’s average net asset value
(NAV) per quarter. Payments are usually
made in March, June, September
and December of each year. A copy
of Marlin Global’s Distribution Policy,
which could be changed at any time in
the future, is available at www.marlin.
co.nz/about-marlin/marlin-policies/
under the heading ‘Distribution Policy’.
Adjustments for changes to capital
structure
25. The Exercise Price may be varied
before the Exercise Date if Marlin
Global’s capital is restructured, such
as upon a rights issue, bonus issue,
convertible securities issue, share
consolidation or subdivision or a
cancellation or buyback of Shares. The
adjustment process is described further
below.
a. If Marlin Global makes a rights issue
of Shares to Shareholders before
the Exercise Date (a “Rights Issue”),
then the Exercise Price of any
Warrants will (subject to alternative
adjustments in accordance with
paragraph (b) or (c) below) be
adjusted in accordance with the
following formula:
EP
new
= the new Exercise Price of the
Warrants
EP
old
= the old Exercise Price of the
Warrants
E = the number of Shares
into which one Warrant is
exercisable
AP = the average market price per
Share (weighted by reference
to volume) during the five
Business Days ending on the
day before the ex date for the
rights issue
S = the subscription price for a
Share under the rights issue
D = any dividend due but not yet
paid on the existing Shares
(except dividends to be
issued under the rights issue)
N = the number of Shares with
rights or entitlements that
must be held to receive a
right to one new Share
The necessary adjustment will
be determined by the Board by
applying the formula set out above.
The Director’s determination will, in
the absence of manifest error, be
binding on all Warrant Holders and
other persons. Any adjustment so
determined will be made, and take
effect, on the Business Day following
the record date for the rights issue.
EP
new
= EP
old
–
E[AP – (S+D)]
N + 1
DETAILS OF THE OFFER CONTINUED

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b. If Marlin Global makes a bonus
issue to Shareholders, then
the Board may resolve that the
number of Shares over which
a Warrant is exercisable be
increased (or additional Shares
may be reserved for issue on
exercise of the Warrants) by
the number of Shares which
the Warrant Holder would have
received if that Warrant had been
exercised before the record date
of the bonus issue.
c. If Marlin Global makes a
consolidation or subdivision
or similar proportionate
reconstruction of the Shares, the
number of Shares over which a
Warrant is exercisable may be
consolidated or subdivided in the
same ratio and the Exercise Price
amended in inverse proportion to
that ratio.
d. If, notwithstanding the adjustment
procedures permitted, Marlin
Global’s capital is restructured
(including a rights issue, bonus
issue, convertible securities
issue, consolidation, subdivision,
cancellation or Share buyback)
and the Board determines, upon
the advice of an Independent
Expert, that:
i. the application of the formula
above under paragraph (a),
an adjustment permitted by
paragraph (b) or the non-
applicability of both such
clauses may produce a result
which is prejudicial or unduly
advantageous (based on
reasonable grounds) to Warrant
Holders; or
ii. an alternative adjustment that is
not envisaged in paragraph (a),
(b) or (c) could be applied,
then the number of Warrants
held, the number of Shares over
which a Warrant is exercisable,
and the Exercise Price, or any
combination thereof, may, to the
extent necessary, be altered in a
manner determined by the Board,
upon the advice of an Independent
Expert and subject always to the
Listing Rules or relief granted
from any applicable Listing Rule,
to ensure that Warrant Holders
are not prejudiced (nor unduly
advantaged or disadvantaged) by
the reconstruction of capital, and in
all other respects the terms of the
Warrants will remain unchanged.
Any such adjustment will be final
and binding on all Warrant Holders.
No guarantee
26. No person guarantees the Warrants
or the Shares that may be issued on
exercise of the Warrants. In addition,
no person guarantees the future
performance of Marlin Global, the
Warrants, the Shares or any return on
investment pursuant to the Offer.
27. The Offer is not underwritten.

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Broker stamping fees
28. No investor will pay brokerage on
exercising the Warrants. Marlin
Global recognises there is an
administration cost and time involved
in the Warrant exercise process for
brokers and, as such, pays brokers
0.4% of the total consideration
payable for Warrants exercised per
beneficial holder. Further details of
this arrangement will be set out in the
Exercise Form.
Amendment
29. Marlin Global may amend the
terms of the Warrants to the extent
necessary to comply with the
Listing Rules or any applicable
law from time to time, by notice in
writing to Warrant Holders or by
announcement to NZX.
DETAILS OF THE OFFER CONTINUED
Privacy
30. Any personal information provided by
Warrant Holders on the Exercise Form
will be held by Marlin Global and/or
the Registrar at the addresses set
out in the Directory. The information
will be used by Marlin Global and
the Registrar for the purposes of
administering your investment in
Marlin Global. This information will
only be disclosed to third parties with
your consent or if otherwise required
by law. Under the Privacy Act 1993,
you have the right to access and
correct any personal information held
about you.
Governing law
31. The terms of the Warrants and any
contract relating to or resulting
from receipt of the Warrants or their
exercise are governed by the laws
of New Zealand, and each Warrant
Holder and Shareholder submits to
the exclusive jurisdiction of the courts
of New Zealand.

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Board
The board of Directors of Marlin Global
Business Day
A day on which NZX is open for trading
Directors
The directors of Marlin Global
Eligible Shareholder
A Shareholder, as at 5.00pm (New Zealand time) on the Record
Date, with a registered address in New Zealand
Exercise Date
5.00pm (New Zealand time) on 6 November 2020
Exercise Form
The form of notice that must be completed by a Warrant Holder in
order to exercise any of their Warrants
Exercise Price
$0.94, less the aggregate amount per Share of any cash
dividends declared on the Shares with a record date during the
period commencing on the date of allotment of the Warrants and
ending on the last Business Day before the final Exercise Price is
announced by Marlin Global
Independent Expert
An actuary, investment banker, chartered accountant, or other
financial adviser selected by the Board and, in each case, being
appropriately qualified and independent (having regard to the
purpose of the appointment) in the reasonable opinion of the Board
Listing Rules
The listing rules of the NZX Main Board as applicable to Marlin
Global and in force from time to time
Marlin Global
Marlin Global Limited
NZX
NZX Limited
NZX Firm
A company, firm, organisation or corporation designated or
authorised to trade shares on the NZX Main Board
NZX Main Board
The main board equity security market operated by NZX
Record Date
5.00pm (New Zealand time) on 6 November 2019
Registrar
The share registrar of Marlin Global, being Computershare Investor
Services Limited
Share
A fully paid ordinary share in Marlin Global
Shareholder
A registered holder of Shares
Warrant
A right to subscribe for one Share issued by Marlin Global on the
terms set out in this document
Warrant Holder
At any time, each person whose name is entered into the register
maintained by the Registrar as a holder of Warrants
GLOSSARY

DIRECTORY
Issuer
Marlin Global Limited
Level 1, 67-73 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 484 0365
Email: enquire@marlin.co.nz
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 488 8777
Email: enquiry@computershare.co.nz