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PEB Rights Issue Documents

Capital Raise27 November 2019PEBHealthcare

Dear Shareholder
On behalf of the Board, I am pleased to invite you to participate in this offer to acquire new ordinary shares

in Pacifi c Edge through a fully underwritten pro-rata 1 for 4.25 renounceable rights offer.

Pacifi c Edge continues to move ever closer to acheiving its commercial goals, particularly in the USA, and

signifi cant progress is being made.

Adoption of Cxbladder is growing and commercial sales are increasing. We remain focused on further

accelerating the adoption of Cxbladder by large healthcare organisations, both in New Zealand and

internationally, and growing our revenue. Gaining inclusion in the Local Coverage Determination (LCD) for

CMS patients in the USA remains our priority and we are working hard on the successful execution of this

next phase of our global growth plan as we continue to progress our objective of taking Cxbladder to the

world.

The Board’s focus remains on cash and cash management and ensuring the resources and capital are in

place for Pacifi c Edge to realise its potential. The capital raising will assist the Company to progress its

commercial objectives and become cash fl ow positive as soon as possible.

With an annual addressable market value of approximately US$1.2 billion for the suite of Cxbladder

products, the USA market remains our primary opportunity. Successful inclusion in the LCD, in combination

with the recent inclusions in guidelines in New Zealand and the USA, is expected to result in a strong lift in

test adoption, revenue growth and operating cash fl ow.

We remain committed to the Company’s strategy and to achieving the key milestone of cash fl ow

breakeven, and have a positive outlook for Pacifi c Edge.

We are looking forward to successfully executing on the next phase of our global growth plan as we

continue to progress our objective of taking Cxbladder to the world.

The rights allotted to you may be valuable and you have a number of options as to how to deal with them.

These are explained in this Offer Document.

YOU HAVE UNTIL 5.00PM ON WEDNESDAY 11 DECEMBER 2019 TO SUBSCRIBE FOR NEW

SHARES.

Please read this Offer Document carefully before deciding what to do. If you have any questions about how

to deal with your rights, you are encouraged to talk to a professional adviser.

On behalf of the Board, I invite you to consider this opportunity and thank you in advance for your ongoing

support of Pacifi c Edge.

Yours faithfully

Chris Gallaher

Chairman

28 November 2019

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PACIFIC EDGE LTD
RENOUNCEABLE

RIGHTS OFFER

Pro-Rata 1 for 4.25

Renounceable Rights Off er

of Ordinary Shares

28 November 2019

This Off er Document may not be distributed outside New Zealand

except to certain investors in such other countries and to the extent

contemplated in this Off er Document.

This Offer Document is an important
document. It explains Pacifi c Edge Limited’s

plans to raise new capital of approximately

$13.1 million through a rights issue and your

opportunity to participate. The rights issue

detailed in this Offer Document will give all

Eligible Shareholders the right to acquire 1

additional share for every 4.25 shares they hold

on the Record Date (5.00pm on 29 November

2019), at a price of $0.10 per share.

Please take the time to read this Offer

Document carefully and, if necessary, seek

fi nancial advice from an Authorised Financial

Advisor.

CONTENTS

Important Information 4

Chairman’s Letter 6

Important Elements of the Offer 8

Key Dates 9

Actions to be Taken by Eligible Shareholders 10

Terms and Conditions 13

Glossary 18

Directory 19

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

3

General information
This Offer Document has been prepared by Pacific

Edge Limited (PEL) in connection with a pro-rata

1 for 4.25 renounceable rights offer of ordinary

shares (Offer).

The Offer is made under the exclusion in clause

19 of Schedule 1 of the Financial Markets Conduct

Act 2013 (FMCA). This Offer 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 such a

document or which may be required in order to

make an informed investment decision about the

Offer or PEL.

Additional information available under

continuous disclosure obligations

PEL is subject to continuous disclosure obligations

under the Listing Rules. Market releases by PEL,

including its most recent financial statements

and the Investor Presentation, are available at

www.nzx.com under the stock code PEB.

PEL may, during the Offer, make additional

releases to NZX. No release by PEL to NZX will

permit an Applicant to withdraw any previously

submitted application without PEL’s prior consent.

The market price of Shares may increase or

decrease between the date of this Offer Document

and the date of allotment of New Shares. Any

changes in the market price of Shares will not

affect the Issue Price, and the market price of New

Shares following allotment may be higher or lower

than the Issue Price.

Offering restrictions

This Offer Document is intended for use only in

connection with the Offer to Eligible Shareholders

who are not in the United States and that are not

acting for the account or benefit of a person in

the United States. This Offer Document does not

constitute an offer, advertisement or invitation

Dividend policy

The payment of dividends is at the discretion of

the Board. The Board has no present intention to

make a distribution. This policy may change from

time to time at the discretion of the Board as and

when funds permit. The New Shares allotted from

this Offer will participate alongside Existing Shares

in any dividends declared by PEL subsequent to

their allotment.

Use of funds

PEL plans to apply the funds raised to provide

extra capital resources to assist the company to

progress its commercial objectives and become

cash flow positive as soon as possible.

It is your decision to participate in the Offer

The information in this Offer Document does not

constitute a recommendation to acquire New

Shares nor does it amount to financial product

advice. This Offer Document has been prepared

without taking into account the particular needs

or circumstances of any Applicant or investor,

including their investment objectives, financial or

tax position.

Withdrawal

PEL reserves the right to withdraw all or any part of

the Offer at any time prior to the Issue Date at its

absolute discretion.

Privacy

Any personal information provided by Eligible

Shareholders on the Entitlement and Acceptance

Form will be held by PEL and/or the Share

Registrar at the addresses set out in the Directory.

This information will be used for the purposes

of administering your investment in PEL. 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.

in any place in which, or to any person to whom,

it would not be lawful to make such an offer,

advertisement or invitation.

This Offer Document may not be sent or given to

any person outside New Zealand in circumstances

in which the Offer or distribution of this Offer

Document would be unlawful. The distribution

of this Offer Document (including an electronic

copy) outside New Zealand may be restricted by

law. In particular, this Offer Document may not be

distributed to any person, and the New Shares may

not be offered or sold, in any country outside New

Zealand except to the extent permitted below or

as PEL may otherwise determine in compliance

with applicable laws. Further details on the offering

restrictions that apply are set out in the section of

this Offer Document headed “Terms of the Offer”.

If you come into possession of this Offer

Document, you should observe any such

restrictions. Any failure to comply with such

restrictions may contravene applicable securities

law. PEL disclaims all liability to such persons.

No guarantee

No guarantee is provided by any person in relation

to the New Shares to be issued under the Offer.

Likewise, no warranty is provided with regard

to the future performance of PEL or any return

on any investments made pursuant to this Offer

Document.

Eligible Shareholders should be aware that

there are risks associated with investing in the

New Shares. The principal risk is that Eligible

Shareholders may not be able to recoup the

Issue Price and/or may not receive any dividends,

entitlements or other distributions in respect of the

New Shares. In addition, the market for the New

Shares may not be liquid. If liquidity is low, Eligible

Shareholders may be unable to sell their New

Shares at an acceptable price or at all.

Enquiries

Enquiries about the Offer can be directed to an

NZX Firm, an Authorised Financial Adviser, or your

solicitor, accountant or other professional adviser. If

you have any questions about the details shown on

the Entitlement and Acceptance Form, or how to

complete an online application or the Entitlement

and Acceptance Form, please contact the Share

Registrar, whose contact details are set out in the

Directory.

Times and dollars

All references to time in this Offer Document are to

New Zealand time. Unless otherwise indicated, all

references to $ are to New Zealand dollars.

Legislation

All references to legislation are references to

New Zealand legislation unless stated or defined

otherwise.

Defined terms

Capitalised terms used in this Offer Document

have the meaning given to them in the Glossary at

the back of this Offer Document or in the relevant

section of this Offer Document.

IMPORTANT INFORMATION

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

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Dear Shareholder
On behalf of the Board, I am pleased to invite you to participate in this offer to acquire new

ordinary shares in Pacific Edge through a fully underwritten 1 for 4.25 pro rata renounceable rights

offer.

The funds raised from this rights issue will be in addition to the funds raised from a $7m

placement which featured strong demand from local and international investors. This reflects the

growing interest in our company from institutional investors and fund managers.

With an annual addressable market value of approximately US$1.2 billion, the USA market

remains our primary opportunity. We are moving ever closer to achieving our commercial

goals, particularly in the USA, and significant progress has been made.

• We have obtained two of the three milestones required for national public reimbursement

in the USA – receipt of product specific codes for Cxbladder Detect and Cxbladder Monitor;

and notification of National Price for all Cxbladder products of US$760 per test.

• We are making good progress on the third milestone to have Cxbladder included in a Local

Coverage Determination, which would allow for reimbursement by the Centres for Medicare

and Medicaid (CMS).

• Our portfolio of clinical evidence in support of Cxbladder has expanded substantially in the

past 12 months, supporting our application for inclusion in a Local Coverage Determination

(LCD).

• Cxbladder has recently been included in guidelines in New Zealand and the USA.

• Commercial adoption in New Zealand continues to grow, with the majority of the public

healthcare providers adopting Cxbladder into their standard of care, and in some cases, their

clinical guidelines.

• Multiple, highly regarded healthcare institutions and academic centres in the USA are now

evaluating and using Cxbladder.

• On inclusion in an LCD, and in combination with the recent inclusions in guidelines, we

would expect a strong lift in operating cashflow.

We are confident in our commercial strategy and have a positive outlook for Pacific Edge.

We expect continued growth from new and existing customers; increasing demand from public

healthcare providers in New Zealand; and a positive impact in the USA from having CPT codes,

a national CMS reimbursement price and inclusion in guidelines. In addition, compelling clinical

evidence is expected to facilitate test adoption, reimbursement decisions, and further guideline

inclusion.

We are looking forward to successfully executing the next phase of our global growth plan as we

continue to progress our objective of taking Cxbladder to the world. The funds being raised will

provide extra capital resources to assist the company to progress its commercial objectives and

become cash flow positive as soon as possible.

The rights allotted to you may be valuable and you have a number of options as to how to deal

with them. These are explained on page 10 of this Offer Document.

YOU HAVE UNTIL 5.00PM ON WEDNESDAY 11 DECEMBER 2019 TO SUBSCRIBE FOR

NEW SHARES.

Further details about the rights issue and the terms and conditions of issue are set out in this Offer

Document and associated application form. To take up all or some of your rights, please complete

and return your completed Entitlement and Acceptance Form, or complete the online application,

by no later than 5.00pm on 11 December 2019. Payment of your Application Monies can be made

by direct debit or otherwise as provided in the Entitlement and Acceptance Form. Please read

this Offer Document carefully before deciding what to do. If you have any questions about how to

deal with your rights, you are encouraged to talk to a professional adviser.

On behalf of the Board, I invite you to consider this opportunity and thank you in advance for your

ongoing support of Pacific Edge.

Yours faithfully

Chris Gallaher

Chairman

28 November 2019

CHAIRMAN’S LETTER

76

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

IMPORTANT ELEMENTS OF THE OFFERKEY DATES
Issuer

Pacific Edge Limited

The Offer

A pro-rata renounceable rights issue of 1 New Share for every 4.25

Existing Shares held on the Record Date.

Eligible Shareholder

Any person who is recorded in PEL’s share register as a Shareholder at

5.00pm on the Record Date:

(a) whose address is shown in PEL’s share register as being in New

Zealand, Australia or Singapore; or

(b) whose address is shown in PEL’s share register as being in Hong

Kong who PEL considers is a professional investor as defined in

the Securities and Futures Ordinance (Cap.571) of the Laws of

Hong Kong,

and, in each case:

(c) to whom PEL, in its sole discretion, is satisfied that the Offer

may lawfully be made under all applicable laws without the

need for any registration, lodgement or other formality; and

(d) who is not in the United States and is not acting for the

account or benefit of a person in the United States.

Rights

The right to subscribe for New Shares under the Offer. Eligible

Shareholders have an entitlement to subscribe for 1 New Share

for every 4.25 Existing Shares held on the Record Date (5.00pm,

29 November 2019). Eligible Shareholders may take up some

or all or none of their Rights.

Issue Price

$0.10 per New Share.

Unexercised Rights

Rights not taken up by the Closing Date, including those of Ineligible

Shareholders.

Offer Size

The amount to be raised under the Offer is approximately

$13.1 million.

New Shares

Ordinary shares of the same class as, and that rank equally with,

Existing Shares on the Issue Date.

Ordinary Shares currently on issue

558,292,125 Ordinary Shares quoted on the Main Board.

Maximum number of New Shares

being offered

131,362,852 New Shares.

Maximum number of Ordinary

Shares on completion of the Offer

689,654,977 Ordinary Shares.

How to apply

Applications must be made by either completing an online

application at http://pacificedgeshareoffer.co.nz, or completing the

enclosed Entitlement and Acceptance Form and returning it to the

Share Registrar together with payment in New Zealand dollars. See

“Actions to be taken by Eligible Shareholders” later in this Offer

Document.

Offer Underwritten

The Offer is fully underwritten by the Underwriters.

Announcement of the Offer

8.30am, 21 November 2019

Rights trading commences on the Main Board

28 November 2019

Record Date for determining Entitlements

5.00pm, 29 November 2019

Letters of Entitlement sent to Eligible Shareholders

2 December 2019

Opening Date for the Offer

3 December 2019

Rights trading ends on the Main Board

5 December 2019

Closing Date for the Offer (last day for receipt of the completed

Entitlement and Acceptance Form with payment)

5.00pm, 11 December 2019

Allotment and issue of New Shares under the Offer

18 December 2019

Expected date for quotation of New Shares issued under the Offer

18 December 2019

These dates are subject to change and are indicative only. PEL reserves the right to amend this timetable

(including by extending the Closing Date) subject to applicable laws and the Listing Rules.

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

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ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS
Available actions

If you are an Eligible Shareholder, accompanying

this Offer Document is an Entitlement and

Acceptance Form showing the number of Rights to

subscribe for New Shares that you are entitled to

under the Offer. You may take one or more of the

following actions:

• accept all or some of your Rights;

• sell all or some of your Rights;

• accept some of your Rights and sell all or

some of the remaining balance; or

• do nothing with all or some of your Rights.

Important:

• If you do nothing with your Rights before

the Closing Date, they will lapse and you will

not be able to subscribe for any new Shares

under the Offer or realise any other value for

your Rights.

• The Offer is pro-rata. If you take up all of your

Rights your percentage shareholding in PEL

will not reduce but if you do not take up all

your Rights, your percentage shareholding

will reduce following the completion of the

Offer. For example, if you hold 4,250 Shares

on the Record Date, you will have 1,000

Rights. If you decide not to take up any of

your Rights, and all other shareholders do

take up their Rights, your percentage interest

in PEL will reduce by a factor of 19.0476%.

Accepting your entitlement

Eligible Shareholders who wish to accept all

or some of their Rights should complete their

Entitlement and Acceptance Form and deliver it

to the Share Registrar, along with payment of the

Issue Price in full, by no later than the Closing Date

in accordance with the instructions set out in the

Entitlement and Acceptance Form.

Renunciations must be lodged with the Share

Registrar, Link Market Services Limited, not later

than the Closing Date (5.00pm on 11 December

2019). The Share Registrar’s details for the return of

your Entitlement and Acceptance Form are set out

in the Directory.

Accepting some of your entitlement and selling

the balance

There is no minimum number of New Shares that

you must subscribe for under the Offer. You may

take up as many or as few of your Rights as you

wish. If you wish to take up some of your Rights

and sell the balance, you should:

• instruct an NZX Firm to sell the number of

Rights you wish to sell; and

• indicate the number of New Shares you

wish to apply for in the Entitlement and

Acceptance Form and send your completed

Entitlement and Acceptance Form, together

with payment for the number of New Shares

applied for, directly to the NZX Firm through

whom you sold your Rights.

If PEL receives, on or before the Closing

Date (5.00pm on 11 December 2019) both an

acceptance and a renunciation by an Eligible

Shareholder in respect of the same Rights, effect

will be given to the renunciation in priority to the

acceptance.

Payment instructions

Payment instructions are provided under the

heading “Application Instructions” on the

Entitlement and Acceptance Form. Payment can

only be made by Direct Debit, Cheque or Bank

Draft. Please choose only one payment option.

Alternatively, you may apply online in accordance

with the instructions for online applications, or

you can deliver your completed Entitlement

and Acceptance Form to any NZX Firm or any

entity designated as an NZX Firm under the

NZX Participant Rules in sufficient time for that

document to be forwarded to, and received by,

the Share Registrar by the Closing Date. If you do

this, you must make payment of your Application

Monies by no later than the Closing Date in

accordance with the instructions set out in the

Entitlement and Acceptance Form.

There is no minimum number of New Shares that

you must subscribe for under the Offer. Applicants

will not be treated as having offered to purchase

a greater number of New Shares than the number

for which payment is made.

Selling your entitlement

The Rights are renounceable. This enables Eligible

Shareholders who do not wish to take up all or

some of their Entitlement to sell those Rights they

have not taken up.

If you wish to sell all or some of your Rights, this

can be effected on the Main Board by instructing

an NZX Firm to sell all or some of the number of

Rights specified in the Entitlement and Acceptance

Form. You will need to provide your Authorisation

Code (FIN) and your Common Shareholder

Number (CSN) to the NZX Firm who you are

instructing to sell your Rights. You may be required

to pay brokerage in respect of that sale.

Trading of Rights will commence on the Main

Board under the code PEBRF on 28 November

2019 and will end at 5.00pm on 5 December

2019. Your Rights may be sold on the Main Board

between these dates, should you choose not to

accept your full Entitlement. If you wish to sell your

Rights using this method you must do so before

close of trading of the Main Board on the end date

for trading of Rights.

Option 1 (Preferred Method):

If you wish to pay by direct debit you must

complete the direct debit section in the

Entitlement and Acceptance Form or in the online

application (if you are applying for New Shares

using the online application process set out

below). By completing the direct debit section

in the Entitlement and Acceptance Form, you

authorise the Share Registrar to direct debit the

nominated bank account for the amount for which

you have applied on the date that the Entitlement

and Acceptance Form is received by the Share

Registrar. The bank account must be with a New

Zealand registered bank.

You cannot specify a direct debit date and you

must ensure that:

• the bank account details supplied are correct;

• the Application Monies in the bank account

for the direct debit are available on the day

you submit your Entitlement and Acceptance

Form;

• the person(s) giving the direct debit

instruction has/have authority to operate the

account solely/jointly; and

• the bank account you nominated is a

transactional account eligible for direct debit

transactions. If you are uncertain you should

contact your bank.

Should your direct debit fail, your acceptance will

be rejected. If requested, a direct debit form will

be provided to you by the Share Registrar.

Option 2:

By bank draft in New Zealand dollars or a cheque

drawn from a New Zealand registered bank and

made out in New Zealand dollars. Cheques must

be made payable to “Pacific Edge Entitlement

Offer”, crossed “Not Transferable” and must not

be post-dated as cheques will be banked on the

day of receipt. If your cheque is dishonoured PEL

may cancel your allotment of Shares and pursue

any other remedies available to it at law.

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

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Status of acceptances
By completing and returning an Entitlement

and Acceptance Form (or completing the online

application) and applying for New Shares, you

agree to accept the New Shares:

• subject to the terms set out in the

constitution of PEL; and

• on the terms set out in this Offer Document

and the Entitlement and Acceptance Form.

Your application is irrevocable and cannot be

withdrawn. PEL has the sole discretion to accept or

reject your application for New Shares.

Deemed application

If you specify on your Entitlement and Acceptance

Form a number of New Shares in excess of your

Rights under the Offer, you will be deemed to

have applied to take up all of your Rights to New

Shares.

If there is a discrepancy between the amount of

your Application Monies and the number of New

Shares for which you have applied, you will be

deemed to have applied for the number of New

Shares to which your Application Monies equates

(rounded down) unless that number of New Shares

would exceed your Rights, in which case you will

be deemed to have applied to take up all of your

Rights to New Shares.

Enquiries

If you have any queries about the number of Rights

shown on the Entitlement and Acceptance Form

which accompanies this Offer Document, or how to

complete the Entitlement and Acceptance Form,

please contact the Share Registrar (refer to the

Directory for contact details).

TERMS AND CONDITIONS

1. The Offer

1.1 The Offer is an offer of New Shares in PEL 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 4.25 Existing Shares held on the Record Date. Any fractional Entitlements will be rounded

down to the nearest whole number.

1.2 The New Shares will be of the same class as, and rank equally with, the Existing Shares which are

quoted on the Main Board. It is a term of the Offer that PEL will take any necessary steps to ensure

that the New Shares are, immediately after the issue, quoted.

1.3 The maximum number of New Shares being offered under the Offer is 131,362,852.

2. Issue Price

2.1 The Issue Price under the Offer is $0.10 per New Share. The Issue Price is a 34.0% discount to the

theoretical ex-rights price and placement adjusted price of $0.152, based off last close of NZ$0.165

as at 20 November 2019. Payment for the New Shares must be made in full on application with a

completed Entitlement and Acceptance Form delivered to the Share Registrar, or by completing an

online application at http://pacificedgeshareoffer.co.nz, in accordance with the instructions set out

in the Entitlement and Acceptance Form. PEL may (at its discretion) accept late applications and

Application Monies, but has no obligation to do so. PEL may accept or reject (at its discretion) any

Entitlement and Acceptance Form which it considers is not completed correctly, and may correct any

errors or omissions on any Entitlement and Acceptance Form.

2.2 If an Eligible Shareholder does not renounce their Rights and does not apply for any New Shares and

pay the associated Application Monies by the Closing Date (5.00pm on 11 December 2019), their

Rights will lapse.

2.3 Application Monies received will be held in a trust account with the Share Registrar 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 PEL and will be retained

by PEL whether or not the issue and allotment of New Shares takes place.

2.4 Any refunds of Application Monies will be made within five Business Days of allotment, or, if a

decision is made not to proceed with the Offer, within five Business Days of the date of that decision.

3. Eligibility

3.1 The Offer is only open to Eligible Shareholders or persons that PEL is satisfied can otherwise

participate in the Offer in compliance with all applicable laws.

3.2 PEL considers that the legal requirements of jurisdictions other than New Zealand, Australia, Hong

Kong and Singapore are such that it would be unduly onerous for PEL to make the Offer in those

jurisdictions. This decision was made having regard to the small number of Shareholders in such

overseas jurisdictions, the financial resources of PEL and the costs of complying with overseas legal

requirements.

3.3 This Offer Document is intended for use only in connection with the Offer to any person recorded in

PEL’s share register as a Shareholder at 5.00pm (NZ time) on the Record Date:

(a) whose address is shown in PEL’s share register as being in New Zealand, Australia or

Singapore; and

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

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(b) whose address is shown in PEL’s share register as being in Hong Kong who PEL considers is a
professional investor as defined in the Securities and Futures Ordinance (Cap.571) of the Laws

of Hong Kong,

and who are not in the United States and are not acting for the account or benefit of a person in the

United States, and does not constitute an offer or invitation in any place in which, or to any person to

whom, it would not be lawful to make such an offer or invitation.

3.4 This Offer Document is not to be sent or given to any person outside New Zealand in circumstances

in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this

Offer Document (including an electronic copy) outside New Zealand may be restricted by law. If you

come into possession of this Offer Document, you should observe any such restrictions and seek

your own advice on such restrictions. Any failure to comply with such restrictions may contravene

applicable securities law. PEL disclaims all liability to such persons.

3.5 The Rights of all Ineligible Shareholders will be issued to a nominee who will endeavour to sell those

Rights and proceeds from the sale of those Rights will be attributed to such Ineligible Shareholders

on a pro-rata basis and net of transaction costs of 0.5%, subject to the payment to individual

Ineligible Shareholders being an amount greater than NZ$5.00.

Australia

3.6 The offer of Entitlements and New Shares under the Offer (and this document for the purposes of

that offer) is made to existing Shareholders in Australia in reliance on the Australian Securities and

Investments Commission Corporations (Foreign Rights Issues) Instrument 2015/356. This document

is not intended to be distributed or passed on, directly or indirectly, to any other class of persons in

Australia.

3.7 This document is not a prospectus, product disclosure statement or any other formal “disclosure

document” for the purposes of Australian law and is not required to, and does not, contain all the

information which would be required in a “disclosure document” under Australian law. It may contain

references to dollar amounts which are not Australian dollars, may contain financial information which

is not prepared in accordance with Australian law or practices, may not address risks associated with

investment in foreign currency denominated investments and does not address Australian tax issues.

3.8 This document has not been and will not be lodged or registered with the Australian Securities

& Investments Commission or the Australian Securities Exchange and PEL is not subject to the

continuous disclosure requirements that apply in Australia. Prospective investors should not construe

anything in this Offer Document as legal, business or tax advice nor as financial product advice for

the purposes of Chapter 7 of the Corporations Act 2001 (Australia).

Hong Kong

3.9 WARNING: This Offer Document has not been, and will not be, registered as a prospectus under

the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of the laws of Hong

Kong, nor is it an advertisement, invitation or document subject to section 103(1) of the Securities

and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (SFO). This Offer Document has not

been authorised by the Securities and Futures Commission in Hong Kong pursuant to the SFO. No

action has been taken in Hong Kong to authorise or register this Offer Document or to permit the

distribution of this Offer Document or any documents issued in connection with it. The New Shares

have not been and will not be offered or sold in Hong Kong other than to “professional investors”

(as defined in the SFO).

3.10 No advertisement, invitation or document relating to the New Shares has been or will be issued,

or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or

elsewhere, that is directed at, or the contents of which are likely to be accessed or read by, the public

of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than

with respect to the New Shares that are or are intended to be disposed of only to persons outside

Hong Kong or only to professional investors (as defined in the SFO and any rules made under that

ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances

that amount to an offer to the public in Hong Kong within six months following the date of issue of

such securities.

3.11 The contents of this Offer Document have not been reviewed by any Hong Kong regulatory

authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any

contents of this Offer Document, you should obtain independent professional advice.

Singapore

3.12 This Offer Document and any other materials relating to the Rights and the New Shares have not

been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority

of Singapore. Accordingly, this Offer Document and any other document or materials in connection

with the offer or sale, or invitation for subscription or purchase, of the Rights or New Shares, may

not be issued, circulated or distributed, nor may the Rights or the New Shares be offered or sold,

or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,

to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4)

Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (SFA), or as otherwise

pursuant to, and in accordance with, the conditions of any other applicable provisions of the SFA.

3.13 This Offer Document has been given to you on the basis that you are (i) an existing holder of Shares,

(ii) an “institutional investor” (as defined in the SFA) or (iii) a “relevant person” (as defined in section

275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out

above, please return this Offer Document immediately. You may not forward or circulate this Offer

Document to any other person in Singapore.

3.14 Any offer is not made to you with a view to the Rights or the New Shares being subsequently offered

for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to

investors who acquire Rights or New Shares. As such, investors are advised to acquaint themselves

with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

3.15 In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore and

the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP

Regulations 2018”), the Company has determined, and hereby notifies all “relevant persons” (as

defined in section 309A of the SFA) that, the Rights and the New Shares are “prescribed capital

markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as

defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice

FAA-N16: Notice on Recommendations on Investment Products).

4. Opening and Closing Dates

4.1 The Offer will open for receipt of acceptances from 3 December 2019 (Opening Date). The last

day for receipt of the completed Acceptance and Entitlement Form with payment is 5.00pm on 11

December 2019 (Closing Date), subject to PEL varying those dates in accordance with the Listing

Rules.

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

1514

5. Oversubscription Facility
5.1 There is no oversubscription facility available. Eligible Shareholders who wish to acquire more New

Shares than their Entitlement may do so by acquiring Rights from Eligible Shareholders who have

renounced such Rights.

6. Underwriting Agreement

6.1 The Underwriters have fully underwritten the Offer. This means that the Underwriters will subscribe at

the Issue Price for that number of New Shares attributable to the Unexercised Rights in accordance

with the terms of the Underwriting Agreement.

6.2 A summary of the principal terms of the Underwriting Agreement is set out as follows:

(a) The Underwriters have the power to appoint sub-underwriters.

(b) The Underwriters will be paid an underwriting fee of 2% (in aggregate) of the total gross

proceeds to be raised under the Offer. The Underwriters will also receive a lead management

fee in respect of the Offer which is within the usual range of fees payable for an offer of this

nature.

(c) The Underwriting Agreement contains termination events, representations, warranties and

indemnities that are customary for an offer of this nature.

(d) The reasons why the Underwriters may terminate their obligations under the Underwriting

Agreement include events which have, or may have, a material adverse effect on PEL, the

Shares or the Offer. These may be as a result of events related to PEL or as a result of external

events, such as changes in financial, economic and political conditions in certain countries or

financial markets.

(e) If the Underwriting Agreement is terminated, a termination fee may be payable to the

Underwriters.

(f) PEL has indemnified the Underwriters, their related companies and their respective directors,

officers, partners, employees and advisers against certain losses incurred as a result of

any act or omission by PEL in relation to the Offer, the allotment of the New Shares or the

Underwriting Agreement.

(g) For a period of 6 months after the date of the Underwriting Agreement, PEL and its

subsidiaries must not, without the prior written consent of the Underwriters:

(i) offer for sale or accept any offers for any Shares or other equity securities issued by PEL

(Securities);

(ii) issue or grant any right or option that entitles the holder to call for the issue of Securities or

that is otherwise convertible into, exchangeable or redeemable by the issue of Securities;

(iii) otherwise enter into any agreement whereby any person might be entitled to the allotment

and issue of any Securities; or

(iv) make any announcement of an intention to do any of the above,

other than pursuant to its existing employee incentive scheme or this Offer.

7. Allotment and Issue of New Shares

7.1 New Shares issued pursuant to the exercise of Entitlements are expected to be allotted and issued

by 18 December 2019 (Issue Date). Transaction statements confirming the allotment of your New

Shares will be issued and mailed in accordance with the Listing Rules.

8. Terms and Ranking of New Shares

8.1 New Shares allotted and issued will be fully paid and will be the same class as, and rank equally in all

respects with, Existing Shares on issue that are quoted on the 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 PEL’s constitution or the Listing Rules), the right to dividends authorised by the Board

and the right to a proportionate share in any distribution of surplus assets of PEL on any liquidation.

9. Rights

9.1 If you are an Eligible Shareholder you may subscribe for all or some of your New Shares, sell all or

some of your Rights or do nothing with all or some of your Rights. See further details in the section of

this Offer Document headed “Actions To Be Taken By Eligible Shareholders”.

10. Minimum Amount to be Raised

10.1 There is no minimum amount that must be raised for the Offer to proceed.

11. Main Board Quotation

11.1 Application has been made for permission to quote the Rights on the Main Board and all the

requirements of NZX relating to such quotation that can be complied with on or before the date of

this Offer Document have been duly complied with. However, NZX accepts no responsibility for any

statement in this Offer Document.

11.2 The New Shares have been accepted for quotation by NZX and will be quoted upon completion

of allotment procedures. The Main Board is a licensed market operated by NZX, a licensed market

operator, regulated under the FMCA.

12. Governing Law

12.1 This Offer Document, the Offer and any contract resulting from it are governed by the laws of New

Zealand, and each Applicant submits to the exclusive jurisdiction of the courts of New Zealand.


PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

1716

Applicant means an investor whose application for New
Shares has been received by the Share Registrar prior to

the Closing Date.

Application Monies means money received by PEL from

Eligible Shareholders who have applied for New Shares

under the Offer.

Board means the board of directors of PEL.

Business Day has the meaning given in the Listing Rules.

Cleansing Notice means the cleansing notice issued by

PEL as part of the Offer as required under the exclusion

in clause 19 of Schedule 1 of the FMCA.

Closing Date means 5.00pm on 11 December 2019.

Eligible Shareholder means any person who is recorded

in PEL’s share register as a Shareholder at 5.00pm (NZ

time) on the Record Date:

(a) whose address is shown in PEL’s share register as

being in New Zealand, Australia or Singapore; or

(b) whose address is shown in PEL’s share register

as being in Hong Kong who PEL considers is a

professional investor as defined in the Securities

and Futures Ordinance (Cap.571) of the Laws of

Hong Kong,

and, in each case:

(c) to whom PEL, in its sole discretion, is satisfied

that the Offer may lawfully be made under

all applicable laws without the need for any

registration, lodgement or other formality; and

(d) who is not in the United States and is not acting

for the account or benefit of a person in the United

States.

Entitlement means the number of Rights to which

Eligible Shareholders are entitled.

Entitlement and Acceptance Form means the

personalised entitlement and acceptance form enclosed

in this Offer Document for Eligible Shareholders.

Existing Shares means Shares on issue on the Record

Date.

FMCA means the Financial Markets Conduct Act 2013.

Ineligible Shareholders means Shareholders of PEL who

are not Eligible Shareholders.

Investor Presentation means the investor presentation

released to NZX on 21 November 2019.

Issue Date means the date of allotment of the New

Shares pursuant to the exercise of Entitlements, which is

expected to be 18 December 2019.

Issue Price means $0.10 per New Share.

Listing Rules means the NZX Listing Rules, as amended

from time to time and for so long as PEL is listed by NZX.

Main Board means the main board financial product

market operated by NZX.

New Share means one ordinary share in PEL offered

under the Offer of the same class as, and ranking equally

in all respects with, PEL’s quoted Existing Shares.

NZX means NZX Limited.

NZX Firm means any entity designated as an NZX Firm

under the NZX Participant Rules.

Offer means the offer to subscribe for New Shares made

to Eligible Shareholders as at the Record Date, under the

renounceable rights offer set out in this Offer Document.

Offer Document means this document.

Opening Date means 3 December 2019.

Ordinary Share means one ordinary fully paid share in

PEL.

PEL means Pacific Edge Limited.

Placement means the private placement of Shares in PEL

to institutional and other eligible investors announced on

21 November 2019.

Record Date means 5.00pm on 29 November 2019.

Right means the renounceable right to subscribe for 1

New Share for every 4.25 Existing Shares held on the

Record Date at the Issue Price, issued pursuant to the

Offer.

Share means one Ordinary Share.

Shareholder means a registered holder of Shares on

issue.

Share Registrar means Link Market Services Limited.

Underwriters means each of Forsyth Barr Group Limited

and Jarden Partners Limited.

Underwriting Agreement means the agreement

entered into between PEL and the Underwriters dated

21 November 2019, a summary of the principal terms of

which are set out in clause 6.2 of the Terms of the Offer.

Unexercised Rights means any Rights not taken up

by the Closing Date, including the Rights of Ineligible

Shareholders.

GLOSSARY

PEL’s Registered Office

Anderson Lloyd

Level 10, Otago House

Cnr Moray Place & Princes Street

Dunedin, 9016

New Zealand

Telephone: +64 3 479 5800

Website: www.pacificedgedx.com

Solicitors

Anderson Lloyd

Level 10, Otago House

Cnr Moray Place and Princes Street

Private Bag 1959

Dunedin 9054

New Zealand

Telephone: +64 3 477 3973

Share Registrar

Link Market Services Limited

Level 11, Deloitte Centre

80 Queen Street

Auckland 1010

PO Box 91976

Auckland 1142

Telephone +64 9 375 5998

Email: enquiries@linkmarketservices.co.nz

PEL Directors

Christopher Gallaher (Chairman)

David Darling (Chief Executive Officer)

Anatole Masfen

David Levison

Bryan Williams

Sarah Park

Joint Lead Manager and Underwriter

Jarden Securities Limited (Joint Lead Manager)

Jarden Partners Limited (Underwriter)

Level 39, ANZ Centre

23-29 Albert Street

Auckland 1010

New Zealand

Telephone: +64 9 302 5500

Joint Lead Manager and Underwriter

Forsyth Barr Limited (Joint Leader Manager)

Forsyth Barr Group Limited (Underwriter)

Level 23

Lumley Centre

88 Shortland Street

Auckland Central

Auckland 1010

New Zealand

Telephone: +64 9 368 0000

DIRECTORY

PACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFERPACIFIC EDGE LIMITED RENOUNCEABLE RIGHTS OFFER

1918

87 St David Street, PO Box 56, Dunedin, New Zealand
P +64 3 479 5800 F +64 3 479 5801

www.pacificedgedx.com

---

28 November 2019
Dear Shareholder,

PACIFIC EDGE LIMITED ENTITLEMENT OFFER – INELIGIBLE SHAREHOLDERS

On 21 November 2019, Pacific Edge Limited (PEB) announced that it was conducting an equity raising

that includes an approximately NZ$13 million rights offer (Offer) to eligible shareholders to subscribe

for 1 new PEB share (New Shares) for every 4.25 existing shares in PEB held at 5pm (NZ time) on

29 November 2019 (Record Date).

Only shareholders on the Record Date with registered addresses in New Zealand, Australia and

Singapore are eligible to participate in this Offer, together with certain selected institutional investors

with registered addresses in Hong Kong. As at the date of this letter, your registered address is

outside of New Zealand, Australia and Singapore and you are not a selected institutional investor so

you are not currently eligible to participate in the Offer.

If you are in fact residing in New Zealand, Australia or Singapore, please contact our share

registrar, Link Market Services Limited on +64 9 375 5998 or enquiries@linkmarketservices.co.nz

immediately to ensure that your registered address is updated.

This letter is to inform you about the Offer. It is neither an offer to issue shares to you, nor an invitation

for you to apply for New Shares. You are not required to do anything in response to this letter. No

action has been or will be taken to register, qualify or otherwise permit a public offering of the New

Shares in any jurisdiction outside New Zealand. In particular, no other materials relating to the Offer

are for release or distribution in the United States or to persons in, or acting for the account or benefit

of persons in, the United States.

Why am I not currently eligible to participate in the Offer?

Under the terms of the Offer, shareholders that are not Eligible Shareholders (defined below) are

ineligible to take up Rights (defined below) to subscribe for New Shares under the Offer.

The restrictions upon eligibility are practical ones in light of the legal limitations in some countries

coupled with the relatively small number of shareholders. PEB has determined that it would be unduly

onerous and unreasonable to make the Offer to shareholders resident in any country outside of New

Zealand, Australia or Singapore and other select jurisdictions for certain institutional shareholders

having regard to the relatively small number of shareholders, the small number and value of existing

shares they hold and the potential cost of complying with regulatory requirements.

Who will be eligible to participate in the Offer?

The Offer involves an offer to shareholders as at 5.00pm (NZ time) on the Record Date who have a

registered address in:

a) New Zealand, Australia or Singapore; or

b) Hong Kong, provided the person is an institutional investor under the applicable law and is

invited by PEB to participate in the Offer,

and in each case, who is not in the United States and who is not acting for the account or benefit of a

person in the United States.

What will happen to the Rights I would have received had I been an Eligible Shareholder?
The Rights that would otherwise be received by Ineligible Shareholders will be issued to a

nominee who will endeavour to sell those Rights on the NZX Main Board on behalf of those

Ineligible Shareholders. Proceeds from the sale of those Rights will be attributed to such Ineligible

Shareholders on a pro-rata basis and net of transaction costs of 0.5%, subject to the payment to

individual Ineligible Shareholders being an amount greater than NZ$5.00.

While this Offer may not be available to you, I would like to thank you for your continuing support.

Yours sincerely

On behalf of the Board

Chris Gallaher

Chair

Note: The provision of this document is not, and should not be considered as, financial product advice. The information in this

document is general information only, and does not take into account your individual objectives, taxation position, financial

situation or needs. Before acting on the information, you should consider the appropriateness of the information, having

regard to your objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your

accountant, tax adviser, stockbroker or other professional adviser.

This letter does not constitute an offer to sell or the solicitation of an offer to buy, any securities in the United States or to, or

for the account or benefit of, any person in the United States. No action has been or will be taken to register or qualify the

New Shares in any jurisdiction outside New Zealand. The New Shares have not been, and will not be, registered under the U.S.

Securities Act of 1933 (Securities Act) or the securities laws of any state or other jurisdiction in the United States and may not be

offered or sold in the United States or to, or for the account or benefit of, a person in the United States, except in transactions

exempt from, or not subject to, registration under the Securities Act and the relevant securities laws of any state or other

jurisdiction in the United States.

---

IMPORTANT: THIS DOCUMENT REQUIRES YOUR IMMEDIATE ATTENTION
ENTITLEMENT AND ACCEPTANCE FORM

1 FOR 4.25 ENTITLEMENT OFFER OF UP TO 131,362,852 ORDINARY SHARES ISSUED ON A FULLY PAID BASIS WITH NZ$0.10 PER NEW

SHARE PAYABLE ON APPLICATION

Instructions for the completion of this Entitlement and Acceptance Form are enclosed. Please read the enclosed EXPLANATION OF ENTITLEMENT

before completing. If you are in any doubt as to how to deal with this Entitlement Offer please consult an NZX Firm, or your lawyer, accountant or

other professional adviser.

Online applications can be made at http://pacificedgeshareoffer.co.nz

Please complete this section and return in the manner set out on the enclosed instructions.

ENTITLEMENT AND ACCEPTANCE

Pacific Edge shares held by you on the Record

Date (5.00 pm 29 November 2019)


Your full Entitlement

to New Shares:

Total application price payable for your

full Entitlement:

[..] [..] NZ$[..]

Please complete the following to accept your Entitlement and calculate the amount payable at the issue price of NZ$0.10 per

New Share.

Number of New Shares applied for


Amount payable per New Share applied

for

Payment Amount (A)


X

NZ$0.10

NZ$


IMPORTANT: If you choose to take up all or some of your Entitlement, this Entitlement and Acceptance Form, together with the total amount payable

on acceptance, must be forwarded in the reply paid envelope accompanying the Offer Document (or returned by means of one of the other methods

set out in the instructions) so as to be received by Link Market Services Limited (Share Registrar) NOT LATER THAN 5.00 pm, 11 December 2019. If you

wish to sell all or some of your Entitlement, you will need to instruct a NZX Firm to sell the number of Rights you wish to sell (renounce). If you do

not take up or sell any of your Rights they will lapse and you will not be able to subscribe for any New Shares.

PAYMENT: YOU MAY ONLY CHOOSE ONE OPTION – please tick the box next to your selected option

Option 1: DIRECT DEBIT

Direct debits allow Pacific Edge or its agent to deduct money from your nominated bank account as payment for your application. If you wish

to make payment by this method, please complete your account details below. By signing this Entitlement and Acceptance Form, the

signatory agrees that Pacific Edge or its agent is authorised to direct debit the bank account below for the total amount payable in accordance

with the terms specified in the Explanation of Entitlement.

Account Name:_________________________________________________ Name of

Bank________________________________________________

-

Bank Branch Account number Suffix

Option 2: CHEQUE

Please attach your cheque for the total amount payable. Your cheque must be for immediate value drawn on a New Zealand bank, or bank draft in

New Zealand currency, made out to “Pacific Edge Entitlement Offer”. Cheques should be crossed 'Not Transferable'. Post-dated cheques will not be

accepted. If your cheque dishonours, your application will be rejected.

SIGNATURE

Please read the APPLICATION TERMS AND INSTRUCTIONS on the back of this Form before completing (All holders as named in the top part of this Form must sign).





Email:

THIS FORM, TOGETHER WITH THE TOTAL AMOUNT PAYABLE ON APPLICATION, MUST BE RETURNED SO AS TO BE RECEIVED BY LINK

MARKET SERVICES LIMITED NOT LATER THAN 5.00PM, 11 December 2019

Date 2019 Daytime mobile number:

Shareholder Details

«Reg_Line_5»

«Reg_Line_6»

Shareholding as at 5pm (NZ time) on 29

November 2019: <number>

Entitlement Number for Online Applications:

<6 digit code>



OFFER CLOSES 5:00 PM, 29 June 2015



Please attach

cheque payment

here



Broker Stamp

PLEASE READ THE FOLLOWING, WHICH CONTAINS A DETAILED EXPLANATION OF YOUR ENTITLEMENT
BEFORE COMPLETING THE ENTITLEMENT AND ACCEPTANCE FORM


APPLICATION TERMS

By returning the Entitlement and Acceptance Form I/We:

• Acknowledge that the Entitlement and Acceptance Form was distributed with the Offer Document for the 1 for 4.25 Renounceable Rights Issue

and that I/we have received and read a copy of the Offer Document in full and agree to be bound by the Constitution of Pacific Edge Limited and

the terms and conditions of the Offer (including the representations and warranties contained in the Offer Document and the Entitlement and

Acceptance Form).

• Acknowledge that the information contained in the Offer Document and the Entitlement and Acceptance Form is not a recommendation to

acquire New Shares or financial product advice or that the New Shares are suitable for me/us, given my/our investment objectives, financial or

taxation situation or particular needs.

• Represent and warrant that all details and statements in the Entitlement and Acceptance Form are complete and accurate.

• Represent and warrant that I/we have a registered address in New Zealand or, where I/we have a registered address in a jurisdiction other than

New Zealand, the law of such other jurisdiction does not prohibit me/us from being given the Offer Document or making an application on the

Entitlement and Acceptance Form and the offer of New Shares can be lawfully made pursuant to the Offer Document.

• Apply for the number of New Shares set out on the Entitlement and Acceptance Form and agree to be issued such number of New Shares.

• Acknowledge that once the Entitlement and Acceptance Form is returned, the application may not be varied or withdrawn except as required

by law.

• Authorise Pacific Edge Limited to do anything on my/our behalf necessary for the New Shares to be issued to me/us, including executing any

documents to effect the issue of New Shares.

EXPLANATION OF ENTITLEMENT

1. The Entitlement and Acceptance Form sets out the number of New Shares to which you are entitled.

2. You are eligible to apply for that number of New Shares.

3. You may apply for all or some of your Entitlement of New Shares or none at all.

4. If you do not take up your Rights and wish to sell them, you will need to instruct a NZX Firm to sell the number of Rights you wish to sell

(renounce).

5. If you choose to not take up your Rights or take up only some of your Rights, your shareholding in Pacific Edge Limited will be diluted.

6. To subscribe for New Shares, you must complete the Entitlement and Acceptance Form.

7. Applications, once made, cannot be withdrawn.

8. Applications made in excess of your Entitlement will not be processed.

APPLICATION INSTRUCTIONS

1. The subscription price payable upon application under the Offer for each New Share is NZ$0.10.

2. Payments are to be made in New Zealand dollars by personal or bank cheque, bank draft or direct debit as per the instructions in the enclosed

Offer Document. Cheques or bank drafts must be made payable to ‘Pacific Edge Entitlement Offer’ and crossed ‘Not Transferable’.

3. An application by a company must be signed on behalf of the company by a person/persons duly authorised for that purpose.

4. Joint holders must all sign.

5. An application may be executed by an attorney, in which case the relevant Power of Attorney, if it has not already been noted by the Share

Registrar, must accompany this acceptance.

6. This application constitutes an irrevocable offer by the Applicant to subscribe for the number, or dollar amount of, New Shares specified in the

Entitlement and Acceptance Form, on the terms and conditions set out in the Offer Document and the Entitlement and Acceptance Form.

7. If the Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be

treated as valid. Applicants will not however be treated as having offered to purchase a greater number of New Shares other than the number

for which payment is made. Application Monies will be banked upon receipt into an account. Interest earned on that account will be paid to

Pacific Edge Limited. If Application Monies are paid by a cheque which does not clear, that application may be rejected or an allotment made to

the Applicant may be cancelled.

8. Expressions defined in the Offer Document have the same meanings in the Entitlement and Acceptance Form. The Entitlement and Acceptance

Form is governed by New Zealand law. Personal information provided by you will be held by Pacific Edge Limited or the Share Registrar, at the

addresses shown in the Directory of the Offer Document or at such other place as is notified upon request. This information will be used for the

purpose of administering your investment. Under the Privacy Act 1993, you have the right to access and correct any personal information held

about you.

9. When completed, the Entitlement and Acceptance Form together with the appropriate payment should be delivered to the Share Registrar in

accordance with one of the methods specified below.

10. Applications must be received by the Share Registrar no later than 5.00pm (New Zealand time) on 11 December 2019. Pacific Edge Limited may

amend this date at its discretion, subject to any necessary approvals of NZX.

Mail Place this completed Form (together with the appropriate payment and a copy of any relevant Power of Attorney) in the reply

paid envelope provided with this Form and mail to Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland

1142

Deliver Link Market Services Limited, Level 11, Deloitte Centre, 80 Queen Street, Auckland

Fax (Direct debit

payments only)

+64 9 375 5990

Email (Direct debit

payments only)

applications@linkmarketservices.co.nz

Please use “PEB Entitlement Offer” as the email subject

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.

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