PEB Rights Issue Documents
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
54
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
98
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
1110
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
1312
(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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