Rights Issue Offer Document

ENPRISE GROUP LIMITED


RENOUNCEABLE RIGHTS OFFER


PRO RATA 1 FOR 6 RENOUNCEABLE RIGHTS OFFER OF
ORDINARY SHARES
6 APRIL 2020













This Offer Document may not be distributed outside New Zealand
except to certain wholesale investors in Australia and to the extent
contemplated in this Offer Document.





Enprise Group Limited

2
CONFIDENTIAL






This Offer Document is an important document. It explains Enprise Group Limited’s plans to raise new
capital of approximately $1,135 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 6 shares they hold on the Record Date (5.00pm on 16 April 2020), at a price of $0.50 per
share.


Please take the time to read this Offer Document carefully and, if necessary, seek financial advice
from an Authorised Financial Advisor


CONTENTS


Chairman’s Letter 3
1
Important Notice 4
2
Key terms of the Offer and Important dates 6
3
Actions to be taken by Eligible Shareholders 8
4
Business Overview 11
5
Terms of the Offer 13
6
Glossary 15
7
Corporate Directory 17

CONFIDENTIAL
3


Information Memorandum

Chairman’s Letter



Dear fellow shareholder,


On behalf of the Directors of Enprise Group, we are pleased to offer you the opportunity to participate in our renounceable 1 for 6
rights issue, offering up to 2,271,575 new fully paid ordinary shares at $0.50 per share.
Enprise Group Limited (“Enprise Group”) is raising equity to:
1. Replenish working capital reserves following investments made in Datagate Innovations Limited (“Datagate”), Vadacom
Limited (“Vadacom”) and iSell Pty Ltd (“iSell”).
2. Realise the benefit of completing the 100% acquisition of Kilimanjaro Consulting Pty Limited (“Kilimanjaro”) and provide for
future growth of the Enterprise Solutions division in Australia and New Zealand.
3. Invest further into iSell to accelerate the penetration into new markets starting with the United Kingdom, where 11 customers
have already been acquired. iSell has redeveloped (over the last few years) a cloud version of its previously successful on
premise product. iSell is now transitioning from the development phase to a sales and marketing phase. To date iSell have
successfully on-boarded 135 customers to their new cloud SaaS platform and are now working on migrating the balance
of their on-premises customers. In tandem with this migration, iSell will be focused on growing sales in their established
markets (Australia, New Zealand, South Africa and the United Kingdom).
Enprise shares have been trading between $0.87 and $0.60 this calendar year so at $0.50 the rights issue is a 16.67% discount to
the last traded price.
The offer enables you to take up 1 share for every 6 shares you currently hold. If you choose not to invest, the additional dilution after
the placement could be up to 16.67% if the offer is fully subscribed.
YOU HAVE UNTIL 5.00PM ON 4 MAY 2020 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 appli-
cation 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 4 May 2020. 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 Enprise Group.


Yours sincerely




Lindsay Phillips
Chairman

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1 Important Notice



IMPORTANT NOTICE
This Offer Document has been prepared by Enprise Group Limited (“ENS” or “Enprise Group”) in
connection with a pro-rata 1 for 6 remounceable rights offer of ordinary shares (Offer). The Offer is made to
Eligible Shareholders pursuant to 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 a product disclosure statement or
which may be required to make an informed decision about the Offer or Enprise Group.
ADDITIONAL INFORMATION AVAILABLE UNDER ENPRISE GROUP LIMITED’S DISCLOSURE
OBLIGATIONS
Enprise Group Limited is subject to continuous disclosure obligations under the Listing Rules which require
it to notify certain material information to NZX. Market releases by Enprise Group Limited, including its most
recent financial statements, are available at nzx.com under the stock code ENS and on Enprise Group
Limited’s website, www.enprise.com.
Enprise Group Limited may, during the Offer, make additional releases to NZX. No release by Enprise
Group Limited to NZX will permit an Applicant to withdraw any previously submitted Application without
Enprise Group Limited’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 Application
Price, and the market price of New Shares following allotment may be higher or lower than the Application
Price.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders. To be an
Eligible Shareholder you must be:
• A Wholesale Shareholder with a registered address in Australia; or
• A Shareholder with a registered address in New Zealand.
This Offer Document does not constitute an offer or invitation in any country in which, or to any person to
whom, it would not be lawful to make such an offer 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 as detailed in this Offer Document, or as Enprise Group may
otherwise determine in compliance with applicable laws.
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 ENS 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.

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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 ENS subsequent to their allotment.
USE OF FUNDS
ENS plans to apply the funds raised to:
• Replenish working capital reserves following investments made in Datagate Innovations Limited
(“Datagate”), Vadacom Limited (“Vadacom”) and iSell Pty Ltd (“iSell”).
• Realise the benefit of completing the 100% acquisition of Kilimanjaro Consulting Pty Limited
(“Kilimanjaro”) and provide for future growth of the Enterprise Solutions division in Australia and
New Zealand.
• Invest further into iSell to accelerate the penetration into new markets starting with the United
Kingdom, where 11 customers have already been acquired. iSell has redeveloped (over the last
few years) a cloud version of its previously successful on premise product. iSell is now transitioning
from the development phase to a sales and marketing phase. To date iSell have successfully
on-boarded 135 customers to their new cloud SaaS platform and are now working on migrating
the balance of their on-premises customers. In tandem with this migration, iSell will be focused on
growing sales in their established markets (Australia, New Zealand, South Africa and the United
Kingdom).
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
ENS reserves the right to withdraw all or any part of the Offer at any time prior to the Issue Date at its
absolute discretion.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Firm, an authorised financial advisor, or your solicitor,
accountant or other professional adviser. If you have any questions about the number of New Shares
shown on your Entitlement and Acceptance Form, or how to complete the Entitlement and Acceptance
Form or online application, please contact the 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.

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2 Key terms of the Offer & Important dates




KEY TERMS OF THE OFFER
Issuer
Enprise Group Limited.
Offer A pro rata renounceable rights issue of 1 New Share for every 6 Existing Shares
held at 5.00pm (NZ time) on the Record Date, with fractional entitlements being
rounded down to the nearest share.
Eligible Shareholders
A Shareholder with a registered address in
• New Zealand at 5.00pm (NZ time) on the Record Date.
• Australia at 5.00pm (NZ time) on the Record Date, provided that the
shareholder is a Wholesale Shareholder.
Rights The right to subscribe for New Shares under the Offer. Eligible Shareholders have
an entitlement to subscribe for 1 New Share for every 6 Existing Shares held on the
Record Date (5.00pm, 16 April 2020). Eligible Shareholders may take up some or
all or none of their Rights
Application Price
NZD $0.50 per New Share, which sum is payable by shareholders with a registered
address in New Zealand, or AUD $0.49 per New Share which sum is payable by
Wholesale Shareholders with a registered address in Australia.
The Application price represented a 16.67% discount to the 30 day VWAP
for the Company’s shares as at the date of the announcement of this Offer to the
market.
Offer size
Approximate amount to be raised under the Offer: NZD $1,135,787
New Shares
Ordinary Shares of the same class as, and that rank equally with, Existing Shares
at the time of allotment of the New Shares.
Shares currently on issue
13,629,453 Ordinary Shares quoted on the Main Board
Maximum number of New
Shares being offered
Up to 2,271,575 New Shares.
Maximum number of
Ordinary Shares on
completion of the Offer

15,901,028 Ordinary Shares
How to apply
Applications must be made by either completing an online application at http://
enpriseshareoffer.co.nz, or completing the enclosed Entitlement and Acceptance
Form and returning it to the Share Registrar together with payment in New Zealand
dollars or Australian dollars (as the case may be). See “Actions to be taken by
Eligible Shareholders” later in this Offer Document.
Underwriting The Offer is not underwritten.

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IMPORTANT DATES


Event

Date
Announcement of the Offer 6 April 2020
Rights trading commences on the Main Board 15 April 2020
Record Date for determining Entitlements 5.00pm (NZ time), 16 April 2020
Dispatch of Offer Documents and Entitlement and Acceptance Forms 17 April 2020
Offer opens 10.00am (NZ time), 17 April 2020
Rights trading ends on the Main Board 28 April 2020
Closing Date for the Offer (last day for receipt of the completed Entitlement and
Acceptance Form with payment)
5.00pm (NZ time), 4 May 2020
Allotment and issue of New Shares under the Offer 8 May 2020
Expected date for quotation of New Shares issued under the Offer 8 May 2020



The dates above are subject to change and are indicative only. Enprise Group reserves the right to amend this
timetable (including by extending the Closing Date) subject to applicable laws and the Listing Rules. Enprise Group
reserves the right to withdraw the Offer at any time at its absolute discretion.

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3 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; (and oversubscribe for additional New Shares at your election)
• 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 ENS 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 6,000 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 ENS will reduce by a factor of 16.67%.
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.
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.
Eligible Shareholders who wish to apply for additional New Shares in excess of their Entitlement may
apply for an additional number of New Shares in excess of the Rights they hold, subject to the resulting
availability and the terms prescribed in this offer Document.
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.

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Trading of Rights will commence on the Main Board under the code ENSRF on 15 April 2020 and will end
at 5.00pm on 28 April 2020. 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.
Renunciations must be lodged with the Share Registrar, Link Market Services Limited, not later than the
Closing Date (5.00pm on 4 May 2020). 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 ENS receives, on or before the Closing Date (5.00pm on 4 May 2020) 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.
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.

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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, or Australian dollars for Wholesale investors with an address in Australia.
Cheques must be made payable to “Enprise Group 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 ENS 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 ENS; and
• on the terms set out in this Offer Document and the Entitlement and Acceptance Form.
Your application is irrevocable and cannot be withdrawn. ENS 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).

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4 Business Overview



Enprise Group consists of three software business units that provide accounting and integrated data
management solutions to small and medium-sized enterprises in the global market. These business units
are:
• 100% of Enprise Solutions and Kilimanjaro Consulting;
• 46.6% share in iSell Pty Limited;
• 33.5% share in Datagate Innovation Limited and
• 6.4% share in Vadacom Holdings Limited.
A summary of the operations for the respective business divisions is provided below. A more comprehensive
explanation of those business divisions is provided subsequently in this Disclosure Document.

Following the exercise of a Put Option in January 2020, Kilimanjaro Consulting Pty Limited became a 100%
subsidiary of Enprise Group Limited and has combined with Enprise Solutions to form the Enprise Solutions
Group.
Enprise Solutions Group are Platinum MYOB (NZ) and Diamond MYOB (Australia) Partner resellers that
operate from offices in Auckland, Hamilton, Wellington, Sydney and Melbourne. Servicing approximately
1,200 customers throughout Australasia, Enprise Solutions Group specialises in selling and supporting
the MYOB EXO and MYOB Advanced range of business management and ERP software. It also sells and
services a selection of companion products that integrate with MYOB products.
Enprise Solutions Group has the competitive advantage of being the largest, most experienced New
Zealand and Australian reseller and the only trans-Tasman reseller of the very popular MYOB EXO
business software package. Enprise Solutions Group is the logical choice for businesses that are New
Zealand/Australia based or have offices in both countries and want MYOB EXO or MYOB Advanced
solutions.
Enprise holds a 33.5% shareholding in Datagate, which provides online reporting and billing portals for
telcos, utility companies and hosted service providers under a Software-as-a-Service (SaaS) model. It is
unique in the sector because it enables resellers to provide a range of aggregated services to their business
customers with minimal investment in technology or back office resource. The cloud-hosted SaaS model
allows global deployment with a business case that stacks up for small regional business services suppliers
as well as large international providers.
Datagate is currently building up its base of customers and in February 2020 passed the milestone of $1M
NZD in Annual Recurring Revenue (up 131% from February 2019).

Country % ARR
New Zealand 49%
USA 42%
Australia 6%
United Kingdom 3%

100%
At the price of the 18 November 2019 share issue in Datagate of $1.90 per share, the Datagate shares
which Enprise holds (1,858,107) would have a market value of $3,530,403. The book value of the shares at
29 February 2020 was $559,386 being $2,971,017 below market value at the last raise.
1
Enprise Solutions
Kilimanjaro Consulting

2
Datagate Innovation
Limited (”Datagate”)

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Enprise holds a 46.6% shareholding in iSell, who provide an online quoting platform for Managed Service
Providers under a Software-as-a-Service (SaaS) model. Their innovative IT Quoter application, a system
specifically designed to streamline and enhance all sales functions performed by IT Resellers through
rapid quote creation, sales management, tracking and final order handling. IT Quoter combines and utilises
a single database containing pricing and product information from multiple distributors (suppliers) and
vendors. iSell has 208 customers currently generating AUD $780K in Annual Recurring Revenue. 135 of
those customers are on the new cloud platform which was released in August 2019. iSell has customers
using the IT Quoter cloud product in Australia, New Zealand, South Africa and the United Kingdom.

Enprise holds a 6.4% shareholding in Vadacom Holdings Limited, which provides telecommunication
services and a cloud PBX solution. Vadacom Holdings Limited has 2 subsidiaries, Next Telecom which
provides telecommunications services to SME customers in New Zealand and Vadacom which provides the
cloud PBX software to resellers in New Zealand and Australia.
3 iSell Pty Limited (“iSell”)

4
Vadacom Holdings
Limited

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13

5 Terms of the Offer



THE OFFER
The Offer is an offer of New Shares in ENS 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 6 Existing Shares held on the Record Date. Any fractional Entitlements will be
rounded down to the nearest whole number.
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 ENS will take any necessary steps to ensure that the New Shares are, immediately after the issue, quoted.
The maximum number of New Shares being offered under the 2,271,575.
ISSUE PRICE
The Issue Price under the Offer is $0.50 per New Share. The Issue Price is a 20% discount to the 30 day VWAP. 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://enpriseshareoffer.co.nz, in accordance with the instructions set out in the Entitlement and Acceptance Form. ENS may
(at its discretion) accept late applications and Application Monies, but has no obligation to do so. ENS 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.
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 4 May 2020), their Rights will lapse.
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 ENS and will be
retained by ENS whether or not the issue and allotment of New Shares takes place.
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.
ELIGIBILITY
The Offer is only open to Eligible Shareholders or persons that ENS is satisfied can otherwise participate in the Offer in compliance with all
applicable laws.
ENS considers that the legal requirements of jurisdictions other than New Zealand are such that it would be unduly onerous for ENS 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 ENS and the costs of complying with overseas legal requirements.
This Offer Document is intended for use only in connection with the Offer to any person recorded in ENS’ share register as a Shareholder at
5.00pm (NZ time) on the Record Date:
• whose address is shown in ENS’ share register as being in New Zealand; or
• whose address is shown in ENS’s share register as being in Australia, and where ENS considers that shareholder is also a Wholesale
Shareholder.
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 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.

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OPENING AND CLOSING DATES
The Offer will open for receipt of acceptances from 17 April 2020 (Opening Date). The last day for receipt of the completed Acceptance and
Entitlement Form with payment is 5.00pm on 4 May 2020 (Closing Date), subject to ENS varying those dates in accordance with the Listing
Rules.
OVERSUBSCRIPTION
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.
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.
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.
ALLOTMENT OF NEW SHARES
New Shares issued pursuant to the exercise of Entitlements are expected to be allotted and issued by 8 May 2020 (Issue Date). Transaction
statements confirming the allotment of your New Shares will be issued and mailed in accordance with the Listing Rules.
TERMS AND RANKING OF NEW SHARES
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 ENS’ 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 ENS on any liquidation.
NO MINIMUM AMOUNT TO BE RAISED
There is no minimum amount that must be raised for the Offer to proceed.
MAIN BOARD QUOTATION
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.
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.
GOVERNING LAW
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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6 Glossary



Allotment Date
means the date for allotment of New Shares under the Offer, expected to be on or about 8 May
2020.
Applicant means an investor whose application for New Shares has been received by the Registrar.
Application means an application to subscribe for New Shares under this Offer Document.
Application Monies means monies received from Applicants in respect of their Applications.

Application Price
means NZD $0.50 per New Share, which sum is payable by shareholders with a registered address
in New Zealand, or AUD $0.49 per New Share which sum is payable by Wholesale Shareholders
with a registered address in Australia.
Board means the board of directors of Enprise Group.
Business Day has the meaning given to that term in the Listing Rules.
Closing Date means 5.00pm (NZ time) on 4 May 2020.


Eligible Shareholder
means a Shareholder who as at 5.00pm (NZ time) on the Record Date:
• is registered as a Shareholder at 5.00pm (NZ time) on the Record Date and has a registered
address in New Zealand; or
• is a Wholesale Shareholder at 5.00pm (NZ time) on the Record Date and has a registered
address in Australia.
Enprise Group and ENS means Enprise Group Limited.
Entitlement means the number of Rights to which Eligible Shareholders are entitled .
Entitlement and
Acceptance Form
means the personalised entitlement and acceptance form provided to Eligible Shareholders.
Existing Share
means a fully paid ordinary share in Enprise Group on issue at 5.00pm (NZ time) on the Record Date.
Ineligible Shareholders means Shareholders other than Eligible Shareholders.
Issue Date
means the date of allotment of the New Shares pursuant to the exercise of Entitlements, which is
expected to be 8 May 2020.
Issue Price means $0.50 per New Share.
Listing Rules means the NZX Listing Rules
Main Board means the NZX Main Board
New Share
means an ordinary share in Enprise Group offered under the Offer of the same class as (and
ranking equally in all respects with) Existing Shares at the time of allotment of the New Shares.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm under the Participant Rules of NZX.
Offer
means the offer of New Shares 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 17 April 2020.
Ordinary Share means one ordinary fully paid share in ENS.
Oversubscription Facility
means the facility comprised of the Shortfall and available for subscription to Applicants on the terms
described in this Offer Document.

CONFIDENTIAL
16







Record Date means 5 pm on 16 April 2020.
Registrar means Link Market Services Limited.
Right
mans the renounceable right to subscribe for 1 New Share for every 6 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.
Shortfall
means the number of New Shares not taken up not taken up by Eligible Shareholders through their
Rights.


Wholesale Shareholder
means a shareholder in Enprise Group who has a registered address in Australia, and who Enprise
Group considers is a person to whom an offer of shares for issue may lawfully be made without
disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) (as modified by any applicable
regulatory instrument).

CONFIDENTIAL
17

7 Corporate Directory




ISSUER
Enprise Group Limited
16 Hugo Johnston Drive Penrose
Auckland 1061 or
PO Box 62262
Sylvia Park
Auckland 1644
T: 64 9 829 5500
E: info@enprise.com

DIRECTORS OF ENPRISE GROUP LIMITED
George Elliot Cooper (CEO)
Nicholas James Paul (Independent Non- Executive Director)
Lindsay John Phillips (Chairman)
Ronald Ivor Baskind (Executive Director)
Marisa Fong (Independent Non-Executive Director)

REGISTRAR
Link Market Services Limited Level 11, Deloitte Centre 80
Queen Street
Auckland 1010 or
PO Box 91976
Victoria Street West Auckland 1142
Toll free: 0800 377 388
T: 64 9 375 5998
W: linkmarketservices.co.nz
E: enquiries@linkmarketservices.co.nz

LEGAL ADVISOR
Sean Joyce – Corporate Counsel
Level 8, AIG Building
41 Shortland Street
Auckland 1143
T: 021 865 704
E: sean@corporate-counsel.co.nz

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CONFIDENTIAL





















































VISIT ENPRISE.COM FOR MORE INFORMATION