Kingfish – Offer Documentation Released

Dear Shareholder,
On 5 February 2020 the Board of Kingfish Limited (NZX: KFL) (Kingfish) announced an issue of warrants.
The purpose of the issue of warrants is to raise capital as part of Kingfish’s ongoing capital management programme
and provide investors with the ability to purchase additional shares in Kingfish at a pre-determined exercise price. The
issue of warrants also aims to increase the size of the portfolio so as to improve operational efficiency. The net
proceeds are expected to be used for further investment in the Kingfish portfolio.
What is a Kingfish Warrant?
A Warrant gives the holder a right to buy one Share in Kingfish upon payment of the Exercise Price on the Exercise
Date (12 March 2021).
Who is eligible for the Kingfish warrants?
Warrants will be issued to Kingfish Shareholders with a registered address in New Zealand as at 5.00pm (New Zealand
time) on the Record Date (6 March 2020) (Eligible Shareholders). As long as you hold Kingfish shares at that time, you
will be entitled to receive one warrant for every four shares you hold. If you are a Kingfish shareholder but do not
have a registered address in New Zealand, your warrant entitlement will be issued to a separate registry account with
the Registrar and we will endeavour to sell the warrants on the NZX Main Board on your behalf.
How many Kingfish warrants do I get?
Each Eligible Shareholder will be issued one warrant for every four Shares held at 5.00pm (New Zealand time) on the
Record Date (6 March 2020), subject to rounding.
What do I need to do to receive the Kingfish warrants?
You do not need to do anything to be issued warrants. Computershare will send a statement informing you of your
new warrant holding. This is expected to be on or about 11 March 2020.
What can I do with the warrants?
 You can elect to exercise some or all of your warrants by 12 March 2021 via payment of the final Exercise Price
for those warrants. We will contact you again (in January 2021) before the Exercise Date, with details of the final
Exercise Price and provide you with the Exercise Form for you to complete and return to Computershare.
 You can seek to sell or transfer some or all of your warrants on the NZX Main Board until 5.00pm on 10 March
2021.
 You can elect to not exercise or sell any warrants and allow the warrants to lapse. If you do not exercise your
warrants, your shareholding in Kingfish will be diluted by other warrant holders who exercise their warrants.

If I want to exercise the warrants, how much will it cost?
$1.64 per warrant, to be adjusted down for the aggregate amount per Share of any cash dividends declared on
Kingfish Shares with a record date during the period commencing on the date of allotment of the warrants and ending
on the last Business Day before the final Exercise Price is announced by Kingfish.
The full terms of the warrants are set out in the document enclosed with this letter. The Board of Kingfish encourages
you to read the document in its entirety and discuss the terms with your financial adviser if you have any questions.

Yours sincerely

Alistair Ryan
Chair
Kingfish Limited
Kingfish Limited
Phone +64 9 489 7094
Fax +64 9 489 7139
Private Bag 93502 Takapuna
Auckland 0740

---

WARRANT TERMS OFFER DOCUMENT
KINGFISH LIMITED
4 FEBRUARY 2020

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IssuerKingfish Limited
The OfferThis is an offer of Warrants in Kingfish. Each Eligible
Shareholder will be issued one Warrant for every four Shares
held at 5.00pm (New Zealand time) on the Record Date (6
March 2020) subject to rounding.
Each Warrant gives the holder a right to buy one Share in
Kingfish upon payment of the Exercise Price on the Exercise
Date, 12 March 2021.
Eligible
Shareholders
Warrants will be issued to Kingfish Shareholders with a registered
address in New Zealand and who are registered Shareholders at
5.00pm (New Zealand time) on the Record Date.
Issue price for
Warrants
Nil – Eligible Shareholders will not have to make any payment to
receive their entitlement of Warrants.
Approximate
number of Warrants
to be issued
61.6 million
Quotation of
Warrants
Application has been made to NZX for permission to quote
the Warrants on the NZX Main Board and all the requirements
of NZX relating to the quotation that can be complied with on
or before the date of this document have been complied with.
However, the Warrants have not been approved for trading and
NZX accepts no responsibility for any statement in this document.
NZX is a licensed market operator, and the NZX Main Board is a
licensed market under the Financial Markets Conduct Act 2013.
If approved for trading, initial quotation of the Warrants on the
NZX Main Board is expected to occur on 10 March 2020 under
the ticker code KFLWF, ISIN NZKFLE0010S1.
Exercise of
Warrants
Warrant Holders may:
»exercise some or all of their Warrants by lodging an Exercise
Form, together with payment, with the Registrar by the Exercise
Date (if you choose to exercise only some of your Warrants,
it must be a number which ensures you will have a minimum
holding of Shares under the Listing Rules);
»sell some or all of their Warrants on the NZX Main Board; or
»allow their Warrants to lapse.
Any Warrants not exercised on the Exercise Date will lapse.
If you do not exercise your Warrants, your shareholding in
Kingfish will be diluted by other Warrant Holders who exercise
their Warrants. This issue of new Shares would, all other things
being equal, also result in a consequential reduction in the net
asset value per Share once the new Shares are issued.
KEY TERMS

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Exercise Price$1.64 per Warrant, to be adjusted down for the aggregate
amount per Share of any cash dividends declared on the Shares
with a record date during the period commencing on the date of
allotment of the Warrants and ending on the last Business Day
before the final Exercise Price is announced by Kingfish.
The final Exercise Price per Warrant (following the adjustment
referred to above) will be calculated to the nearest one hundredth
of a cent and then rounded up or down to the nearest whole cent.
Announcement of
final Exercise Price
Kingfish will announce the final Exercise Price to the NZX at least
6 weeks before the Exercise Date. Kingfish will also provide
confirmation of the final Exercise Price to Warrant Holders per
their recorded communication preference.
How to ApplyIf you are a Warrant Holder and wish to exercise any of your
Warrants and subscribe for Shares, you must return a completed
Exercise Form by the Exercise Date.
Kingfish will send an Exercise Form to Warrant Holders as soon
as reasonably practicable after the final Exercise Price has been
determined. You can also request an Exercise Form by contacting
Kingfish or the Registrar.
IMPORTANT DATES
Record Date6 March 2020
Allotment of Warrants9 March 2020
Quotation of Warrants commences on the NZX Main Board10 March 2020
Mailing of holding statements for Warrants11 March 2020
Expected date of announcement of final Exercise Price29 January 2021
Final date for trading Warrants on the NZX Main Board10 March 2021
Exercise Date12 March 2021
Allotment of Shares on exercise of Warrants17 March 2021
Mailing of holding statements for Shares22 March 2021
The dates shown above are subject to change and indicative only. Kingfish reserves
the right to vary or extend these dates subject to applicable law and the Listing Rules.
Changes will be advised by announcement to NZX.
Kingfish may decide not to proceed with the issue of Warrants at any time before the
allotment of Warrants at its absolute discretion. Shareholders will have no right to
receive Warrants or any compensation if Kingfish decides not to proceed.

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IMPORTANT NOTICE
Warrants (and Shares to be issued on
the exercise of Warrants) are offered
to Eligible Shareholders pursuant
to the exclusion in clause 19(1A) of
schedule 1 of the Financial Markets
Conduct Act 2013.
This document is not a product
disclosure statement for the purposes
of the Financial Markets Conduct Act
2013, and does not contain all of the
information that an investor would find in
a product disclosure statement or which
may be required to make an informed
decision about the Warrants or Kingfish.
The information in this document does
not constitute a recommendation to
exercise Warrants nor does it amount to
financial product advice. This document
has been prepared without taking
into account the particular needs or
circumstances of any investor, including
their investment objectives, financial
and/or tax position. All investments
carry risk. If you are in any doubt about
what action to take, you should contact
an authorised financial adviser, an
NZX Firm or your accountant or other
professional adviser.
This document does not constitute an
offer, advertisement or invitation in
any place in which, or to any person
to whom, it would not be lawful to
make such an offer, advertisement or
invitation.
No guarantee is provided by any
person in relation to the Warrants
or Shares. Likewise, no warranty is
provided with regard to the future
performance of Kingfish, or any return
on any investments made pursuant to this
document.
ADDITIONAL INFORMATION ABOUT
KINGFISH LIMITED
Kingfish is subject to continuous disclosure
obligations under the Listing Rules which
require it to notify certain material
information to NZX. Market releases by
Kingfish, including the most recent annual
report (for the period ended 31 March
2019) are available at nzx.com under the
ticker code KFL and on Kingfish’s website,
www.kingfish.co.nz.
Kingfish may, during the Offer, make
additional releases to NZX. No release
by Kingfish will permit a Warrant Holder
to withdraw any previously submitted
Exercise Form without Kingfish’s prior
consent.
The market price of Shares may increase
or decrease between the date of this
document and the date of allotment
of new Shares upon exercise of the
Warrants. Any changes in the market
price of Shares will not affect the Exercise
Price, and the market price of new Shares
following allotment may be higher or
lower than the Exercise Price. The market
price of Warrants may also increase or
decrease while they are quoted on the
NZX Main Board.
DEFINITIONS
Capitalised terms used in this document
have defined meanings which appear in
the Glossary.
All references in this document to
times are to times in New Zealand,
all references to currency are to New
Zealand dollars, and all references to
applicable statutes and regulations are
references to New Zealand statutes and
regulations.

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DETAILS OF THE OFFER
THE OFFER
1. Kingfish will grant one Warrant for
every four Shares held by an Eligible
Shareholder of Kingfish at 5.00pm
(New Zealand time) on the Record
Date (6 March 2020).
2. The purpose of the issue of Warrants
is to raise capital as part of Kingfish’s
ongoing capital management
programme and provide investors
with the ability to purchase additional
shares in Kingfish at a pre-determined
Exercise Price. The issue of Warrants
also aims to increase the size of the
portfolio so as to improve operational
efficiency. The net proceeds are
expected to be used for further
investment in the Kingfish portfolio.
GRANT OF WARRANTS
3. Warrants will only be issued to
Shareholders with a registered
address in New Zealand as at
5.00pm (New Zealand time) on
the Record Date. Warrants will not
be issued to Kingfish’s overseas
Shareholders as Kingfish considers
that the legal requirements of other
jurisdictions in which Shareholders
have a registered address are such
that it would be unduly onerous
for Kingfish to issue Warrants to
Shareholders in those jurisdictions,
having regard to the low number
of such Shareholders and the
likely costs of complying with
overseas legal requirements. This
document is intended for use only in
connection with the Offer to Eligible
Shareholders.
4. Shareholders with a registered
address outside of New Zealand
as at 5.00pm (New Zealand time)
on the Record Date will have
the Warrants they would have
otherwise received, issued to a
separate registry account with the
Registrar. Kingfish will endeavour
to sell the Warrants on the NZX
Main Board and hold the proceeds
on trust and account to those
Shareholders on a pro rata basis
for the proceeds (net of costs).
There is no guarantee that these
Warrants will be able to be sold or
as to the amount of proceeds that
may be received from the sale of
the Warrants. Any Warrants which
cannot be sold will lapse on the
Exercise Date.
5. Warrant Holders who do not
have a registered address in New
Zealand and who have acquired
Warrants on the NZX Main Board
will be entitled to exercise those
Warrants (subject to compliance
with all legal requirements
applicable to them).
ROUNDING OF WARRANTS
6. If a Shareholder would receive a
fraction of a Warrant by applying
the 1:4 ratio, the number of
Warrants to be issued to that
Shareholder will be rounded up
to the nearest whole number.

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NZX QUOTATION
7. Application has been made to NZX
for permission to quote the Warrants
on the NZX Main Board. All of
NZX’s requirements relating to that
application that can be complied
with on or before the date of this
document have been duly complied
with. However, the Warrants have
not been approved for trading and
NZX accepts no responsibility for any
statement in this document. NZX is
a licensed market operator and the
NZX Main Board is a licensed market
under the Financial Markets Conduct
Ac t 2013.
8. Kingfish will take any necessary
steps to ensure that the Shares are,
immediately after issue, quoted on the
NZX Main Board.
9. In the event that the application to
NZX for permission to quote the
Warrants is declined, the issue of the
Warrants will not proceed.
TRANSFER
10. A Warrant may be transferred in the
same manner, and subject to the same
restrictions, as a Share. The Directors
will have the same powers in respect
of the approval of registration of a
transfer of Warrants as they have in
respect of a transfer of Shares.
11. A Warrant Holder who sells their
Warrants on the NZX Main Board
prior to exercise, may be liable to pay
brokerage fees. Following allotment,
the sale of Shares may be subject to
brokerage fees.
RIGHTS OF WARRANT HOLDERS
12. Each Warrant entitles the Warrant
Holder to:
a. subscribe for one Share in Kingfish
credited as fully paid, upon the
payment of the Exercise Price by the
Exercise Date (12 March 2021);
b. all information provided by
Kingfish to Shareholders, including
its annual report and notices of
Shareholder meetings;
c. any other rights conferred on
Warrant Holders by Kingfish’s
constitution, the Companies Act
1993 or the Listing Rules (except
as provided otherwise in this
document); and
d. attend (but not vote at) any meeting
of Shareholders (or any group of
Shareholders).
13. A Warrant does not entitle the
Warrant Holder to:
a. vote at a meeting of Shareholders
(or any group of Shareholders);
b. receive any dividends on Shares
declared by the Directors; or
c. participate with Shareholders or the
holders of any other securities in the
residual assets of Kingfish upon the
liquidation of the company.
DETAILS OF THE OFFER CONTINUED

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EXERCISE OF WARRANTS
14. The Exercise Price is $1.64 per
Warrant, to be adjusted down for
the aggregate amount per Share
of any cash dividends declared
on the Shares with a record date
during the period commencing on
the date of allotment of the Warrants
and ending on the last Business
Day before the final Exercise Price
is announced by Kingfish. The
final Exercise Price per Warrant
will be calculated to the nearest
one hundredth of a cent and then
rounded up or down to the nearest
whole cent.
15. If you choose to exercise any
Warrants, you will be required to
pay the Exercise Price for those
Warrants in full by the Exercise
Date. You will not be required to pay
brokerage or any other charges in
order to exercise your Warrants.
16. If you are a Warrant Holder
and wish to exercise any of your
Warrants and subscribe for Shares,
you must return a completed
Exercise Form by the Exercise Date.
Kingfish will send an Exercise Form
to all Warrant Holders as soon as
reasonably practicable after the final
Exercise Price has been determined.
You can also request an Exercise
Form by contacting Kingfish or the
Registrar.
17. The completed Exercise Form
must be lodged with payment
(in a manner prescribed by
Kingfish in the Exercise Form) of
an amount equal to the Exercise
Price multiplied by the number of
Warrants being exercised, in time
for the Exercise Form and payment
to be received by the Registrar no
later than 5.00pm (New Zealand
time) on the Exercise Date. Further
instructions for completing and
returning the Exercise Form will be
set out in the form.
18. Kingfish may accept or reject any
Exercise Form which it considers to
have been completed incorrectly,
and may correct any errors or
omissions on any Exercise Form.
If there is a discrepancy between
the amount of application monies
(by way of direct credit or cheque)
and the number of Warrants being
exercised as indicated on the
Exercise Form, Kingfish will treat the
application as being for the number
of Warrants being exercised as the
application monies will pay for.
19. Until the allotment of Shares,
funds received by Kingfish for the
exercise of Warrants will be held
in a trust account by the Registrar
for the benefit of the relevant
Warrant Holders according to
their respective entitlements and
for Kingfish. Any interest on those
funds will be paid to Kingfish.
If the allotment of Shares does
not proceed, Kingfish will refund
application monies within 10
Business Days.

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ALLOTMENT OF SHARES
20. All Shares issued on the exercise of
Warrants will be fully paid ordinary
shares and rank equally with all
other Shares on issue at the date of
allotment (including on a liquidation of
Kingfish). Kingfish will allot Shares to
Warrant Holders who validly exercise
their Warrants within five Business
Days after the Exercise Date.
21. If you are an existing Shareholder
who chooses not to exercise
their Warrant entitlement, your
shareholding in Kingfish will be
diluted if other Warrant Holders
exercise Warrants and the total
number of Shares on issue in Kingfish
increases as a result.
22. Shares issued on the exercise
of Warrants will be entitled to
participate in dividends declared
on the Shares which have a record
date after the date of allotment of the
Shares.
23. Kingfish currently has a distribution
policy as at the date of this document
to pay Shareholders (but not Warrant
Holders) 2% of the company’s
average net asset value (NAV) per
quarter. Payments are usually made
in March, June, September and
December of each year. A copy of
Kingfish’s Distribution Policy, which
could be changed at any time in
the future, is available at www.
kingfish.co.nz/about-kingfish/
kingfish-policies/ under the heading
‘Distribution Policy’.
ADJUSTMENTS FOR CHANGES TO
CAPITAL STRUCTURE
24. The Exercise Price may be varied
before the Exercise Date if Kingfish’s
capital is restructured, such as upon a
rights issue, bonus issue, convertible
securities issue, share consolidation
or subdivision or a cancellation or
buyback of Shares. The adjustment
process is described further below.
a. If Kingfish makes a rights issue of
Shares to Shareholders before the
Exercise Date (a “Rights Issue”),
then the Exercise Price of any
Warrants will (subject to alternative
adjustments in accordance with
paragraph (b) or (c) below) be
adjusted in accordance with the
following formula:
EP
new
= the new Exercise Price of
the Warrants
EP
old
= the old Exercise Price of the
Warrants
E = the number of Shares into
which one Warrant is
exercisable
AP = the average market price
per Share (weighted by
reference to volume) during
the five Business Days
ending on the day before
the ex date for the rights
issue
S = the subscription price for a
Share under the rights issue
DETAILS OF THE OFFER CONTINUED
EP
new
= EP
old
–
E[AP – (S+D)]
N+1

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D = any dividend due but not yet
paid on the existing Shares
(except dividends to be
issued under the rights issue)
N = the number of Shares with
rights or entitlements that
must be held to receive a
right to one new Share
The necessary adjustment will
be determined by the Board by
applying the formula set out above.
The Director’s determination will, in
the absence of manifest error, be
binding on all Warrant Holders and
other persons. Any adjustment so
determined will be made, and take
effect, on the Business Day following
the record date for the rights issue.
b. If Kingfish makes a bonus issue to
Shareholders, then the Board may
resolve that the number of Shares
over which a Warrant is exercisable
be increased (or additional Shares
may be reserved for issue on
exercise of the Warrants) by the
number of Shares which the Warrant
Holder would have received if that
Warrant had been exercised before
the record date of the bonus issue.
c. If Kingfish makes a consolidation or
subdivision or similar proportionate
reconstruction of the Shares, the
number of Shares over which a
Warrant is exercisable may be
consolidated or subdivided in the
same ratio and the Exercise Price
amended in inverse proportion to
that ratio.
d. If, notwithstanding the adjustment
procedures permitted, Kingfish’s
capital is restructured (including a
rights issue, bonus issue, convertible
securities issue, consolidation,
subdivision, cancellation or Share
buyback) and the Board determines,
upon the advice of an Independent
Expert, that:
i. the application of the formula
under paragraph (a), an
adjustment permitted by
paragraph (b) or the non-
applicability of both such
clauses may produce a result
which is prejudicial or unduly
advantageous (based on
reasonable grounds) to Warrant
Holders; or
ii. an alternative adjustment that is
not envisaged in paragraph (a),
(b) or (c) could be applied,
then the number of Warrants held,
the number of Shares over which
a Warrant is exercisable, and the
Exercise Price, or any combination
thereof, may, to the extent necessary,
be altered in a manner determined
by the Board, upon the advice of
an Independent Expert and subject
always to the Listing Rules or relief
granted from any applicable Listing
Rule, to ensure that Warrant Holders
are not prejudiced (nor unduly
advantaged or disadvantaged) by
the reconstruction of capital, and
in all other respects the terms of the
Warrants will remain unchanged.
Any such adjustment will be final and
binding on all Warrant Holders.

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DETAILS OF THE OFFER CONTINUED
NO GUARANTEE
25. No person guarantees the Warrants
or the Shares that may be issued
on exercise of the Warrants. In
addition, no person guarantees the
future performance of Kingfish, the
Warrants, the Shares or any return
on investment pursuant to the Offer.
26. The Offer is not underwritten.
BROKER STAMPING FEES
27. No investor will pay brokerage on
exercising the Warrants. Kingfish
recognises there is an administration
cost and time involved in the
Warrant exercise process for
brokers and, as such, pays brokers
0.4% of the total consideration
payable for Warrants exercised per
beneficial holder. Further details of
this arrangement will be set out in
the Exercise Form.
AMENDMENT
28. Kingfish may amend the terms of the
Warrants to the extent necessary to
comply with the Listing Rules or any
applicable law from time to time, by
notice in writing to Warrant Holders
or by announcement to NZX.
PRIVAC Y
29. Any personal information provided
by Warrant Holders on the Exercise
Form will be held by Kingfish and/or
the Registrar at the addresses set out
in the Directory. The information will
be used by Kingfish and the Registrar
for the purposes of administering
your investment in Kingfish. This
information will only be disclosed to
third parties with your consent or if
otherwise required by law. Under the
Privacy Act 1993, you have the right
to access and correct any personal
information held about you.
GOVERNING L AW
30. The terms of the Warrants and any
contract relating to or resulting from
receipt of the Warrants or their
exercise are governed by the laws
of New Zealand, and each Warrant
Holder and Shareholder submits to
the exclusive jurisdiction of the courts
of New Zealand.

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GLOSSARY
BoardThe board of Directors of Kingfish
Business DayA day on which NZX is open for trading
DirectorsThe directors of Kingfish
Eligible ShareholderA Shareholder, as at 5.00pm (New Zealand time) on the Record
Date, with a registered address in New Zealand
Exercise Date5.00pm (New Zealand time) on 12 March 2021
Exercise FormThe form of notice that must be completed by a Warrant Holder in
order to exercise any of their Warrants
Exercise Price$1.64, less the aggregate amount per Share of any cash
dividends declared on the Shares with a record date during the
period commencing on the date of allotment of the Warrants and
ending on the last Business Day before the final Exercise Price is
announced by Kingfish
Independent ExpertAn actuary, investment banker, chartered accountant, or other
financial adviser selected by the Board and, in each case, being
appropriately qualified and independent (having regard to the
purpose of the appointment) in the reasonable opinion of the Board
Listing RulesThe listing rules of the NZX Main Board as applicable to Kingfish
and in force from time to time
KingfishKingfish Limited
NZXNZX Limited
NZX FirmA company, firm, organisation or corporation designated or
authorised to trade shares on the NZX Main Board
NZX Main BoardThe main board equity security market operated by NZX
Record Date5.00pm (New Zealand time) on 6 March 2020
RegistrarThe share registrar of Kingfish, being Computershare Investor
Services Limited
ShareA fully paid ordinary share in Kingfish
ShareholderA registered holder of Shares
WarrantA right to subscribe for one Share issued by Kingfish on the terms
set out in this document
Warrant HolderAt any time, each person whose name is entered into the register
maintained by the Registrar as a holder of Warrants

DIRECTORY
ISSUER
Kingfish Limited
Level 1, 67-73 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 489 7094
Email: enquire@kingfish.co.nz
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 488 8777
Email: enquiry@computershare.co.nz