PaySauce Rights Issue Documents

11 February 2020
Market Information
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
New Zealand

NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014

1 PaySauce Limited (NZX: PYS) (PaySauce) has announced that it will undertake a pro
rata 1 for 7 renounceable rights offer of fully paid ordinary shares of the same class as
already quoted on the NZX Main Board of NZX Limited (Offer).
2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (FMC Regulations), and the Financial Markets Conduct Act 2013
(FMCA), PaySauce states that:
PaySauce is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of
Schedule 8 to the FMC Regulations;
As at the date of this notice, PaySauce is in compliance with the continuous
disclosure obligations that apply to it in relation to ordinary shares in
PaySauce;
PaySauce is in the process of building out proofs of concept with potential
partners in both domestic and overseas markets that may positively impact
on the brand presence and financial performance of PaySauce, however no
formal agreements have been signed or entered into. These early stage
opportunities are information that has not yet been disclosed under NZX
Listing Rule 3.1.2 as they remain confidential, incomplete proposals with
inherent uncertainty at this time. If any of these proofs of concept successfully
conclude in a binding arrangement that is material to PaySauce, they will be
announced to the market. The desired outcome of entering such
arrangements is for PaySauce’s growth rate for customers using its platform
to increase over time. Those increases would come from greater brand
recognition of the PaySauce platform and/or partners utilising the PaySauce
platform under their own brand.
Outside of the disclosure in 2.3 above, there is no other information that is
‘excluded information’ as defined in clause 20(5) of Schedule 8 to the FMC
Regulations; and

As at the date of the notice, PaySauce is in compliance with its financial
reporting obligations.
3 The potential effects that the Offer and subsequent acquisition of new shares by
investors will have on the ‘control’ (within the meaning of clause 48 of Schedule 1 to
the FMCA) of PaySauce and the consequences of those effects are as follows:
If all eligible shareholders take up their pro rata entitlements to new shares
under the Offer, each eligible shareholder’s percentage shareholding in
PaySauce will remain the same and there will be no effect on control;
Eligible shareholders who choose not to take up their rights will have their
shareholding diluted if the Offer is fully subscribed;
PaySauce has had advice from its largest outside shareholder, Coulthard
Barnes (PaySauce) Limited (CBPL) that CBPL intends to take up rights
offered to it that maintain its 19.59% shareholding in PaySauce;
PaySauce has had advice from shareholders Asantha Wijeyeratne and Troy
Tarrant that they will not be taking up all of their respective rights
entitlements. Together, Asantha and Troy’s current shareholding amounts to
49.01% of PaySauce. Should no rights be taken up by either Asantha or Troy,
and the Offer is fully subscribed, their collective shareholding after allotment
would be 42.88%;
No shareholders have approval under the Takeovers Code to increase their
shareholding over the 20% threshold shareholding level through taking up
rights under the Offer;
Accordingly, the Offer is not expected to have a material effect or
consequence on the control of PaySauce.
4 The financial products being offered under the Offer are not debt securities that
have a different redemption date or interest rate from that of the quoted financial
products, and as such clause 20(2)(g) of Schedule 8 to the Regulations does not
apply to this cleansing notice.

For and on behalf of the Board
PAYSAUCE LIMITED


Asantha Wijeyeratne
Chief Executive Officer

For further information, please contact investor@paysauce.com.

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11085102_1













IMPORTANT: THIS DOCUMENT REQUIRES YOUR IMMEDIATE ATTENTION
PLEASE READ THE ‘EXPLANATORY NOTES’ SECTION OVERLEAF BEFORE COMPLETING THIS FORM

An application may be made using the online form at www.paysauceshareoffer.co.nz. Online application is encouraged.
ENTITLEMENT AND ACCEPTANCE FORM
1 FOR 7 ENTITLEMENT OFFER OF UP TO 17,052,325 ORDINARY SHARES ISSUED ON A FULLY PAID BASIS WITH $0.34 PER NEW SHARE PAYABLE ON
APPLICATION

Instructions for the completion of this Entitlement and Acceptance Form are enclosed. Please read the
EXPLANATION OF ENTITLEMENT before
completing this form. If you are in any doubt as to how to deal with this Entitlement Offer please consult an NZX Primary Market Participant, or your
lawyer, accountant or other professional adviser.

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

ENTITLEMENT AND ACCEPTANCE
Shares held on the Record Date
(5:00pm 10 February 2020):

Your full Entitlement to New Shares: Total application amount payable for
full Entitlement:
$

Part A: COMPLETE THIS SECTION TO APPLY FOR ALL OR SOME OF YOUR ENTITLEMENT
Please complete the following to accept your Entitlement and calculate the amount payable at the issue price of $0.34 per New Share.
New Shares
Accepted
+
Oversubscription
Facility (APPLIED FOR IN
EXCESS OF ENTITLEMENT)
=
Total New Shares
Accepted
x
Amount per
New Share
=
Total Amount
Payable



$0.34
$




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 (Registrar)
NOT LATER THAN 5.00pm Monday,
2 March 2020.
If you wish to sell all or some of your Entitlement, you may do so by selling the part of your Entitlement that you wish to renounce
off-market. 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
Option 1: DIRECT DEBIT
Direct debits allow PaySauce 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 PaySauce 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:______________________________________________________________

0

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 “PaySauce 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 MONDAY 2 MARCH 2020
Date: 2020 Daytime mobile number:
Shareholder Details
«Reg_Line_5»
«Reg_Line_6»
Shareholding as at 5pm (NZ time) on
10 February 2020: <number>
CSN/Shareholder Number: <CSN number>
Entitlement Number for Online Applications:
<6 digit code>

SECURITY RENUNCIATION / SECURITY TRANSFER FORM
DO NOT SIGN THIS FORM IF YOU INTEND TAKING UP YOUR FULL RIGHTS ENTITLEMENT
PART I – DETAILS OF SELLER:
Full Name of Issuer PAYSAUCE LIMITED
Description of Rights Right to subscribe for New Shares at $0.34 per New Share
Number of Rights In words: In figures:
Seller(s) Details:
Seller(s) details appear on the front of this Form (Name Address and Shareholder number) and are not required to
be completed.
Signature of seller(s). All holders named on the front of this Form must sign below
________________________________________________________________________________________________________________________
Date:__________________________________________2020 Day time phone number: (_ _)_________________________________
I/We hereby sell and transfer the Rights described above in favour of the person(s) named below.
PART II – BUYER’S ACCEPTANCE & DETAILS
Consideration In words:
Figures $
BUYER(S) Full Name(s):
Postal address:
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
BUYER’S CSN/Holder Number

Acceptance of Rights and Payment Number of New Shares accepted:
(including oversubscriptions)
Amount per Right

$0.34
Payment Amount enclosed
(A)
$
PAYMENT: YOU MAY ONLY CHOOSE ONE OPTION
Option 1: DIRECT DEBIT
Direct debits allow PaySauce 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 PaySauce 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:____________________________________________

0

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 “PaySauce 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 of BUYER(S): ___________________________________________________________________________________________________
I/We acknowledge that this Form was distributed with the Offer Document and that I/we have received and read a copy of the Offer Document.

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY: (Complete this section if you are acting on behalf of someone for whom you have Power
of Attorney)
I, ....................................................................................................................................................................................................... (name of Attorney)
of ...................................................................................................................................................................... (address and occupation of Attorney)
HEREBY CERTIFY:
THAT, by Power of Attorney dated.................................(insert date), ...................................................(name of shareholder) (the 'Donor') appointed me
his/her/its Attorney on the terms and conditions set out in the Power of Attorney.
THAT I have executed this Form under the Power of Attorney and pursuant to the powers thereby conferred on me.
THAT at the date of this certificate I have not received any notice or information of the revocation of that Power of Attorney by death (or winding
up) of the Donor or otherwise.
Signed at ..........................this......... day of .............................2020 Signature of Attorney:....................................................................................

EXPLANATORY NOTES
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 7 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 PaySauce 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 PaySauce 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 may do so off-market prior to the Closing Date by completing the Security
Renunciation/Security Transfer Form.
5. If you choose to not take up your Rights or take up only some of your Rights, your shareholding in PaySauce Limited will be diluted.
6. To subscribe for New Shares, you must complete the Entitlement and Acceptance Form.
7. Eligible Shareholders who accept all of their Rights may also apply for additional New Shares in excess of their Entitlement at the same issue
price of NZ$0.34 pursuant to the Oversubscription Facility. Eligible Shareholders may apply for any number of additional New Shares, but there
is no guarantee that Eligible Shareholders will be allocated any or all of the additional New Shares for which they apply. Please see the Offer
Document for details on how applications to the Oversubscription Facility will be handled.
8. Applications, once made, cannot be withdrawn.


APPLICATION INSTRUCTIONS
1. The subscription price payable upon application under the Rights Offer for each New Share is $0.34.
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 ‘PaySauce 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 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
PaySauce 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 PaySauce Limited or the 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 Registrar in
accordance with one of the methods specified below.
10. Applications must be received by the Registrar no later than 5.00pm (New Zealand time) on
2 March 2020. PaySauce 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) in the reply paid envelope provided and mail to Link
Market Services, PO Box 91976, Victoria Street West, Auckland 1142
DELIVER Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland
SCAN AND EMAIL
applications@linkmarketservices.co.nz (Direct debit applications only). Please use “PYS Entitlement Offer” as the email
subject
ONLINE APPLICATIONS
You may also apply online. To do so, you must complete an online Application at http://paysauceshareoffer.co.nz by no
later than 5.00pm (NZDT) on Monday, 2 March 2020. If you make an Application online, you are not also required to
complete and return this hardcopy form. Once your Application has been completed successfully you will be emailed an
application confirmation which you should keep for your records.

---

1 for 7 Renounceable Rights Offer
of Ordinary Shares
PaySauce Limited Offer Document
11 February 2020

This Offer Document is an important document.
It explains PaySauce Limited’s plan to raise
new capital of up to approximately $5.8 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 new share for every 7 shares they
hold on the Record Date (5:00pm on 10 February
2020), at the Issue Price of $0.34 per Share.
Please take the time to read this Offer Document
carefully and, if necessary, seek financial advice
from an authorised financial advisor.
Important Information
Letter from the Chair
Important Elements of the Offer
Key Dates
Actions to be Taken by Eligible Shareholders
Terms of the Offer
Glossary
Directory
4
6
8
9
10
14
16
18
This Document is
Important.
Contents

Important Information
General information
This Offer Document has been prepared by
PaySauce Limited (PaySauce) in connection with a
pro-rata 1 for 7 renounceable rights issue of Shares
(Offer). The Offer is made to Eligible Shareholders
in New Zealand under the exclusion in clause 19 of
Schedule 1 of the Financial Markets Conducts 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 PaySauce.
Additional information available under NZX
continuous disclosure obligations
PaySauce is subject to continuous disclosure
obligations under the Listing Rules. Market
releases by PaySauce, including its Q4 2019 Market
Update, are available at www.nzx.com under the
ticker code PYS.

PaySauce may, during the Offer, make additional
releases to NZX. No release by PaySauce to
NZX will permit an Applicant to withdraw
any previously submitted application without
PaySauce’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.
No guarantees
Nothing contained in this Offer Document should
be construed as a promise of profitability or of
investment returns in respect of PaySauce. No
person named in this Offer Document (including
PaySauce or any of its directors, officers, employees
or any other person) nor any other person gives any
guarantee, promise or warranty as to the future
performance of PaySauce or the future value of
its share price in New Zealand or the return of
capital or payment of any distributions in relation
to Shares.
Withdrawal
PaySauce reserves the right to withdraw all or any
part of the Offer at any time prior to the Allotment
Date at its absolute discretion.
Offering restrictions
This Offer Document is intended for use only in
connection with the Offer to Eligible Shareholders.
This Offer 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.
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 PaySauce 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. PaySauce disclaims all liability to such
persons.
Dividend policy
The payment of dividends is at the discretion of
the Board. The Board has no present intention to
pay a dividend. 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 PaySauce subsequent
to allotment of the New Shares.
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
and/or tax position.
Privacy
Any personal information provided by Eligible
Shareholders on their Entitlement and
Acceptance Form will be held by PaySauce and/
or the Registrar at the addresses set out in the
Directory. This information will be used for the
purposes of administering your investment in
PaySauce. 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.
Enquiries
Enquiries about the Offer can be directed to a
NZX Firm, an Authorised Financial Adviser, or your
solicitor, accountant or other professional adviser.
If you have any questions about the number of
New Shares to which you are entitled, or how to
complete the Entitlement and Acceptance Form,
please contact the Registrar (as shown in the
Directory).
Times and Dollars
All references to time in this Offer are to New
Zealand time. Unless otherwise indicated, all
references to currency 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 specific meaning given to them in the
Glossary at the end of this Offer Document.
45
PaySauce Limited Offer Document1 for 7 Renounceable Rights Offer of Ordinary Shares

Letter from the Chair
Fellow PaySauce Shareholders,
On behalf of the Board of Directors of PaySauce
Limited (PaySauce), I am pleased to present this
opportunity for you to further support PaySauce’s
growth by participating in this Rights Issue (Offer).
The calendar year 2019 was signifi cant for
PaySauce. After our listing on the NZX Main
Board in late 2018, we set out to execute our
growth strategy. Under the leadership of our CEO
Asantha Wijeyeratne, the team came together
to demonstrate that the web-hosted PaySauce
platform is reliable and scalable, even while
experiencing high growth.
Asantha and the team succeeded. Annualised
Recurring Revenue (ARR) quickly grew to just over
$1M at 31 March 2019, then doubled within nine
months to $2M at 31 December 2019 - our growth
isn’t showing signs of slowing.
Just as importantly, PaySauce has embraced social
good as a founding principle. In 2019, we became
Living Wage accredited, committing to providing
our staff with an income that enables them and
their families to live with dignity and to participate
fully as citizens and residents of Aotearoa.
We also launched Payroll Giving, which allows our
clients’ employees to effortlessly make charitable
donations through the PaySauce mobile app.
Partnerships continue to drive our growth,
including a major opportunity in Ireland, a market
similar to New Zealand in crucial ways – more on
that in the coming months.
2020 has barely started, and we have already
entered a strategic alliance with Xero and Figured.
This is an exciting and groundbreaking initiative,
aiming to ease compliance obligations and
encourage fi nancial confi dence among rural
people.
Realising opportunities like these and maintaining
our current growth rate will help PaySauce
achieve its goal to become cashfl ow positive in
the calendar year 2021. That will not be an easy
achievement but we consider it a worthy one.
Given our tangible progress and the ambitious
goals ahead, your Board believes now is the time
to offer you, the company’s owners, an opportunity
to participate further in the journey through this
Offer.
We intend to use the proceeds of the Offer to fund
four major objectives:
• Enter the Irish market
• Expand the team in New Zealand
• Further mature the PaySauce platform
• Optimise our systems and processes to
become cash-fl ow positive
PaySauce has achieved so much with barely $5M
of capital invested so far. With strong foundations
fi rmly in place, we are ready to accelerate that
early success on a global scale.
Many of you have signalled your intent to take up
your rights in this Offer, including our largest non-
founder shareholder, Coulthard Barnes (PaySauce)
Limited, which currently owns 19.59% of PaySauce.
We have also received expressions of interest from
potential new shareholders, so we are cautiously
optimistic the Offer will be well-supported.
Ultimately, we are humbled by and grateful for
your support. The PaySauce story would simply not
happen without you.
Thank you for considering this Offer.
Sincerely,
Nick Lewis
Chair
6
PaySauce Limited Offer Document
7
1 for 7 Renounceable Rights Offer of Ordinary Shares

Important Elements of the OfferKey Dates
8
PaySauce Limited Offer Document
9
1 for 7 Renounceable Rights Offer of Ordinary Shares
IssuerPaySauce Limited (PYS)
The OfferA pro-rata renounceable rights issue of 1 New Share for every 7
Existing Shares held on the Record Date to Eligible Shareholders
Eligible ShareholdersA person that is a shareholder of PaySauce at the Record Date and
has a registered address in New Zealand.
RightsThe right to subscribe for New Shares under the Offer. Eligible
Shareholders have an Entitlement to subscribe for 1 New Share
for every 7 Existing Shares held on the Record Date. Eligible
Shareholders may take up some, or all or none of their Rights.
Issue Price$0.34 per New Share
Offer SizeUp to $5.8 million may be raised under this Offer.
Oversubscription FacilityAn Eligible Shareholder may apply for more than their Entitlement
at the Issue Price by participating in the Oversubscription Facility
which is comprised of New Shares for which Rights are not taken up
by Eligible Shareholders.
If demand for New Shares in the Oversubscription Facility exceeds
availability, Applicants participating in the Oversubscription Facility
will be subject to scaling on a pro rata basis (on the basis of their
shareholding as at the Record Date).
New SharesOrdinary shares in PaySauce of the same class as, and that rank
equally with, Existing Shares on the Allotment Date.
Shares currently on issue119,366,278 Shares quoted on the NZX Market
Maximum number of New
Shares being offered
Up to 17,052,325 New Shares
Maximum number of Shares on
completion of the Offer
136,418,603 Shares
How to applyApplications must be made by either completing an online
application at www.paysauceshareoffer.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. If PaySauce receives, on or before the Closing Date, 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.
ActionDate
Ex-Date and Rights trading commences on the NZX
Market
Friday, 7 February 2020
Record Date for determining entitlements5:00pm Monday, 10 February 2020
Opening Date for the OfferTuesday, 11 February 2020
Rights trading ends on the NZX MarketTuesday, 25 February 2020
Closing Date for the Offer (last day for receipt of a
renunciation or the completed Entitlement and
Acceptance Form with payment)
Monday, 2 March 2020
Allotment Date and issue of New Shares under the OfferMonday, 9 March 2020
Expected date for the quotation of New Shares issued
under the Offer
Monday, 9 March 2020
These dates are subject to change and are indicative only. PaySauce reserves the right to amend this
timetable (including by extending the Closing Date) subject to applicable laws and the Listing Rules.

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 of the
following actions in respect of your Rights:
• accept all or some of your Rights;
• sell all or some of your Rights;
• accept some of your Rights and sell all or part
of the remaining balance;
• accept all of your Rights and apply
for additional New Shares from the
Oversubscription Facility; 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.
Given that your Rights may have value, please
consult a financial adviser if you are uncertain on
what course of action to take.
The Offer is pro-rata. If you take up all of your
Rights your percentage shareholding in PaySauce
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 70,000 shares on the Record Date, you
will have 10,000 Rights. If you decide not to take
up any of your Rights, and the maximum number
of New Shares offered are issued, your percentage
interest in PaySauce will reduce by 8%.
Accepting your Entitlement
Eligible Shareholders who wish to accept all or
part of their Rights should return their completed
Entitlement and Acceptance Form to the
Registrar, along with payment of the Issue Price
in full, by no later than 5pm on the Closing Date
in accordance with the instructions set out in the
Entitlement and Acceptance Form.
Alternatively, 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
must be subscribed for under the Offer. Applicants
will be treated as having accepted the offer to
purchase the number of New Shares for which
payment is made.
Oversubscription Facility
Any New Shares comprising the Shortfall will be
available to Applicants in the Oversubscription
Facility. Applicants may apply for those New
Shares (in addition to the Rights that they hold)
by completing the box labelled “Oversubscription
Facility” on the Entitlement and Acceptance
Form. Subscriptions for New Shares from the
Oversubscription Facility must be paid for in full at
the time of application.
If:
• the Offer is fully subscribed through Rights
applications, there will be no Shortfall and
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PaySauce Limited Offer Document
therefore there will be no Oversubscription
Facility.
• the total number of New Shares applied for
from the Oversubscription Facility exceeds
the amount of Shortfall available in the
Oversubscription Facility, Oversubscription
Facility applications will be scaled on a pro-rata
basis (by reference to the shareholdings of the
participating Eligible Shareholders as at the
Record Date).
Any refunds of Application Monies that are
necessary due to the factors above will be made
within 5 Business Days of allotment of the New
Shares, or, if a decision is made not to proceed
with the Offer, within 5 Business Days of the date
of that decision. Interest earned on all Application
Monies will be for the benefit, and remain the
property, of PaySauce and will be retained by
PaySauce whether or not the allotment of New
Shares takes place.
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 NZX Market by instructing
an NZX Firm to sell all or some of the number
of Rights specified in your 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 NZX
Market under the code “PYSRA” on 7 February
2020 and will end at 5.00pm on 25 February
2020. Your rights may be sold on the NZX Market
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 NZX Market on the end date
for Rights trading.
You may also sell all or some of your Rights off-
market by completing the renunciation section
of the Entitlement and Acceptance Form. All
renunciations must be lodged with the Registrar
not later than 5pm on the Closing Date. The
Share Registrar’s details for the return of your
Entitlement and Acceptance Form is set out in the
Directory.
Accepting part 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
accept as many or as few of your Rights as you
wish. If you wish to accept some of your Rights and
sell the balance, you may:
• 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 PaySauce receives, on or before the Closing Date,
both an acceptance and a renunciation by an
Eligible Shareholder in respect of the same Rights,
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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 or Cheque or Bank
Draft. Please choose only one payment option.
OPTION 1 – DIRECT DEBIT (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. 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 – CHEQUE OR BANK DRAFT:
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 “PaySauce 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 PaySauce
may cancel your allotment of Shares and pursue
any other remedies available to it at law.
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 PaySauce
and on the terms set out in this Offer Document
and the Entitlement and Acceptance Form.
Your application is irrevocable and cannot be
withdrawn. PaySauce has the sole discretion to
accept or reject your application for 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 Registrar at the address
in the Directory at the end of this Offer Document.
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PaySauce Limited Offer Document
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Terms of the Offer
1. The Offer
1.1. The Offer is an offer of New Shares in
PaySauce 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 7 Existing Shares held
at 5pm 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 NZX Market. It is a
term of the Offer that PaySauce will take any
necessary steps to ensure that the New Shares
are, immediately after the allotment, quoted.
1.3. The maximum number of New Shares
being offered under the Offer is 17,052,325.
1.4. PaySauce may (at its discretion) accept late
applications and payment for such, but has no
obligation to do so. PaySauce may accept or
reject (at its discretion) any Entitlement and
Acceptance Form which it considers has not
been completed correctly, and may correct
any errors or omissions on any Entitlement and
Acceptance Form.
1.5. 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 then
their Rights will lapse and no value for those
Rights will be realised.
2. Issue Price
2.1. The Issue Price is $0.34 per New Share.
2.2. Payment for the New Shares must be
paid in full on application, with a completed
Entitlement and Acceptance Form delivered
to the Registrar in accordance with the
instructions set out in the Entitlement and
Acceptance Form.
2.3. Application Monies received will be held
in a trust account with the Registrar until the
corresponding New Shares are allotted or until
the Application Monies are refunded.
2.4. Interest earned on the Application Monies
will be for the benefit, and remain the property,
of PaySauce and will be retained by PaySauce
whether or not the allotment of New Shares
takes place.
2.5. Any refunds of Application Monies will be
made within five Business Days of allotment
of the New Shares, 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 PaySauce is
satisfied can otherwise participate in the Offer
in compliance with all applicable laws.
3.2. PaySauce considers that the legal
requirements of jurisdictions other than
New Zealand are such that it would be
unduly onerous for PaySauce 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 PaySauce and the costs of
complying with overseas legal requirements.
4. Opening and Closing Dates
4.1. The Offer will open for receipt of
acceptances on the Opening Date (11 February
2020). The last day for receipt of a renunciation
or the completed Acceptance and Entitlement
Form with payment is the Closing Date (5:00pm,
2 March 2020), subject to PaySauce varying
those dates in accordance with the Listing Rules.
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PaySauce Limited Offer Document
5. Oversubscription Facility
5.1. Any New Shares in respect of which
Rights are not taken up will form the Shortfall
and will be available to Applicants under
the Oversubscription Facility. Accordingly,
Applicants may apply for an additional number
of New Shares in excess of the Rights they hold
subject to the resulting availability.
5.2. If Oversubscription Facility applications
exceed the amount of the Shortfall then such
applications will be satisfied on a pro-rata
basis (calculated based on the proportion
of Existing Shares held by each Applicant to
the Oversubscription Facility as at the Record
Date) up to the total number of New Shares
comprising the Oversubscription Facility.
5.3. Applications for additional New Shares
under the Oversubscription Facility must be
satisfied in cash, and will be accepted (in full or
in part) or rejected at the Board’s discretion and
subject to any applicable laws.
6. Allotment of New Shares
6.1. New Shares issued under the Offer will be
allotted on the Allotment Date. Transaction
statements confirming the allotment of New
Shares will be issued and mailed promptly
following allotment occurring.
7. Terms and ranking of New Shares
7.1. New Shares allotted will be fully paid and
will be the same class as, and rank equally in all
respects with, Existing Shares that are quoted
on the NZX Market on the Allotment Date. They
will give the holder the right to one vote on a
resolution at a meeting of shareholders (subject
to any restrictions in PaySauce’s constitution
or the Listing Rules), the rights to dividends
authorised by the Board and the right to a
proportionate share in any distribution of
surplus assets of PaySauce on any liquidation.
8. Rights
8.1. 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”.
9. Minimum Amount to be Raised
9.1. There is no minimum amount that must
be raised for the Offer to proceed.
10. NZX Market Quotation
10.1. Application has been made for permission
to quote the Rights on the NZX Market 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.
10.2. The New Shares have been accepted for
quotation by NZX and will be quoted on the
NZX Market upon completion of allotment
procedures. The NZX Market is a licensed
market operated by NZX, a licenced market
operator, regulated under the FMCA.
11. Governing Law
11.1. 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.
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1 for 7 Renounceable Rights Offer of Ordinary Shares

Glossary
16
PaySauce Limited Offer Document
17
1 for 7 Renounceable Rights Offer of Ordinary Shares
Annualised Recurring Revenue
(ARR)
Annualised revenue that is expected to continue into the future. For
PaySauce, it is revenue that is directly linked to the number of pays
that customers run on the PaySauce platform. There are currently
three sources of recurring revenue - processing fees, subsidies and
interest received.
ARR is calculated by taking the recurring revenue from the refer-
enced trading month multiplied by 12, or referenced trading quarter
multiplied by 4.
ApplicantA person holding Rights whose application for New Shares, together
with payment for those New Shares, has been received by the Regis-
trar on or before the Closing Date.
Allotment DateSubject to the terms of this Offer, on or before 9 March 2020.
Application MoniesMoney received by PaySauce from Applicants who have applied for
New Shares under the Offer.
BoardThe board of directors of PaySauce.
Business DayThe meaning given to that term in the Listing Rules.
Closing Date5:00pm Monday, 2 March 2020
Eligible ShareholderA Shareholder, as at 5:00pm (NZ time) on the Record Date, with a
registered address in New Zealand.
Entitlement and Acceptance
Form
The personalised entitlement and acceptance form enclosed in this
Offer Document for Eligible Shareholders.
Entitlement The number of Rights to which Eligible Shareholders are entitled.
Existing SharesShares on issue on the Record Date.
FMCAFinancial Markets Conduct Act 2013.
Issue Price$0.34 per New Share.
Listing RulesThe listing rules of the NZX Market as amended from time to time.
New ShareAn ordinary share in PaySauce offered under the Offer which is the
same class as, and ranking equally in all respects with the Existing
Shares at the Allotment Date.
NZXNZX Limited, a licensed market operator under the FMCA.
NZX MarketThe NZX main board equity securities market operated by NZX.
NZX FirmAny entity designated as an NZX Firm under the NZX Participant
Rules.
OfferThe 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 DocumentThis document.
Opening DateTuesday 11 February 2020.
Oversubscription FacilityThe facility comprised of all Shortfall and available for subscription to
Applicants on the terms described in this Offer Document.
PaySaucePaySauce Limited
Record Date5:00pm, Monday 10 February 2020.
RegistrarLink Market Services Limited.
RightThe renounceable right to subscribe for 1 New Share for every 7 Exist-
ing Shares held on the Record Date at the Issue Price.
ShareOne ordinary and fully paid share in PaySauce.
ShareholderA registered holder of Shares.
ShortfallThe number of New Shares not taken up not taken up by Eligible
Shareholders through their Rights.

Directory
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PaySauce Limited Offer Document
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1 for 7 Renounceable Rights Offer of Ordinary Shares
Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Telephone +64 9 375 5998
Fax +64 9 375 5990
Email: enquiries@linkmarketservices.co.nz
PaySauce’s Registered Office
21-23 Andrews Avenue
Lower Hutt
Wellington, 5010
Telephone: +64 4 555 0754
Website: www.paysauce.com
Email: investor@paysauce.com
Directors
Asantha Wijeyeratne, Non-Independent
Amanda Simpson, Independent
Gavin Thompson, Non-Independent
Nicholas Lewis, Independent Chair
Key Management
Asantha Wijeyeratne, Chief Executive Officer
Mat Stokes, Chief Operating Officer
Jaime Monaghan, Chief Financial Officer
Solicitors
Duncan Cotterill
Level 2, Chartered Accountants House
50 Customhouse Quay
Wellington 6011
Enquiries
Enquiries about this offer should directed to an NZX Firm or your financial or legal adviser.

www.paysauce.com
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