Vista Group announces NZ$65 million equity raising

16 April 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

VISTA GROUP INTERNATIONAL LIMITED ANNOUNCES NZ$65 MILLION EQUITY
RAISING TO IMPROVE BALANCE SHEET FLEXIBILITY AND LIQUIDITY

Vista Group International Limited (Vista Group) has announced its intention to raise approximately NZ$65
million via a NZ$25 million underwritten placement (Placement) to institutional investors, together with an
approximately NZ$40 million 1 for 4.37 pro-rata non-renounceable accelerated entitlement offer (Entitlement
Offer) (together the Offer). Founders, directors and senior management have committed to subscribe for $4.7
million of the New Shares to be issued, with the balance of the equity raise fully underwritten by Macquarie
Capital (New Zealand) Limited (acting through and in conjunction with its affiliates) and Craigs Investment
Partners Limited.
Chairman, Kirk Senior said “The outbreak of COVID-19 and the actions taken by governments in response, are
having, and will continue to have, a substantial impact on Vista Group and the global film industry more
generally. Almost all of our customers are significantly impacted by the restriction of movement and the duration
of cinema closures is unpredictable. The equity raising combined with the already announced measures to
reduce operating costs, defer certain capital expenditure projects and cancelling the FY19 final dividend provide
a comprehensive plan to strengthen and provide liquidity to the business in order to remain well capitalised
during this difficult time and, importantly, position Vista Group for growth post COVID-19.”
Key highlights
 Vista Group is undertaking a NZ$65 million equity raising at an offer price of NZ$1.05 per share via a
NZ$25 million underwritten Placement, together with an approximately $40 million 1 for 4.37
Entitlement Offer to support the business through the significant disruption caused by the COVID-19
pandemic. NZ$35.3 million of the Entitlement Offer is underwritten, with the balance having been
committed to by founders, directors and executive management.
 Vista Group entered the COVID-19 pandemic with a strong underlying business as a global leader in
software and data solutions for the film industry.
 The impact of COVID-19 on the film industry globally has been substantial and is expected to be
material on the operational and financial performance of Vista Group. Vista Group is actively engaged
with its customers to help support them through this difficult time. While Vista Group expects to
continue booking recurring revenue, it is working with its customers to manage their payment
schedules.
 Vista Group has announced a number of proactive initiatives to increase its financial flexibility, having
acted quickly to reduce costs and capital expenditure.
 The Board believes it prudent to also pursue an equity raising to improve balance sheet flexibility and
ensure it remains well capitalised during this period and is well placed to trade and take advantage of
opportunities post COVID-19.
 Post the equity raising, Vista Group expects to have liquidity of approximately NZ$125 million,
comprising cash and existing undrawn facilities (NZ$18 million of which is specifically available to fund
the SaaS development project). In addition, Vista Group has engaged with, and continues to be well
supported by its debt provider.
 Notwithstanding this temporary period of uncertain economic outlook, Vista Group is well positioned for
recovery when cinemas begin to re-open, being the largest provider of business-critical software and
data analytics solutions to the global film industry.

Improving balance sheet flexibility and liquidity position
Whilst the health and safety of its staff and customers remains Vista Group’s paramount concern, Vista Group’s
management and Board have taken decisive action to address the impacts of COVID-19 on its business,
maintain business continuity and increase the business’ financial flexibility.
Vista Group has already announced a number of cost control and cash flow support initiatives covering people,
capital expenditure, leases and other operating expenditure. The government wage subsidy scheme in New
Zealand is also contributing to offset labour costs. Specific detail is outlined in the investor presentation that
accompanies this announcement.
Vista Group has also been actively engaging with its debt provider who remains supportive through existing
facilities. Vista Group had $40 million of cash as at 31 March 2020 and $23 million of additional headroom
across its current debt facility, of which $18 million is specifically available to fund the SaaS development
project. Following completion of the Offer, Vista Group anticipates it will have sufficient liquidity to comply with its
financial covenants through to 31 December 2021 under downside scenarios.
In addition to the above measures, the Board believes it is prudent to pursue an equity raising to improve
liquidity and balance sheet flexibility and ensure Vista Group remains well capitalised during this period. The
additional liquidity provided by the equity raise is expected to provide Vista Group with the ability to meet its
cash flow obligations through to 31 December 2021 under downside scenarios and provide flexibility to
commence capital spend, continued SaaS conversion and growth projects in line with recovery post COVID-19.
Equity raising details
The fully underwritten NZ$65 million equity raise comprises a NZ$25 million Placement and an NZ$40 million
Entitlement Offer.
Under the Entitlement Offer, eligible shareholders may subscribe for 1 new ordinary share for every 4.37 existing
shares held as at 7.00pm (NZST) (5.00pm (AEST)) on the Record Date of Monday 20 April 2020, at an
application price of NZ$1.05 per new share (the final Australian dollar offer price will be the Australian dollar
equivalent of NZ$1.05 Australian determined using a closing AUD/NZD exchange rate on Thursday, 16 April
2020 and announced by Vista on Friday, 17 April 2020). The application price reflects a 25.0% discount to
NZ$1.40, being the last closing price of Vista Group’s shares on the NZX on Wednesday 15 April 2020, and a
19.5% discount to the theoretical ex-rights price of NZ$1.31 (TERP)
1
.
The transaction will be supported by Vista Group’s founders, directors and senior management who have
committed to subscribe for $4.7 million of new shares, and the balance of the equity raise is fully underwritten.


1
TERP is the Theoretical Ex-Rights Price at which Vista Group’s ordinary shares would trade immediately after the ex-rights date for the Offer. TERP is
calculated with reference to Vista Group’s closing share price of NZ$1.40 on 15 April 2020 and includes all new shares issued under the placement and the
Offer. TERP is a theoretical calculation only and the actual price at which Vista Group’s ordinary shares will trade immediately after the ex-rights date for
the Offer will depend on many factors and may not be equal to TERP

Placement details
The Placement to institutional investors will raise $25 million at the offer price of $1.05 per share. The Placement
comprises the issue of 23.8 million shares to eligible, sophisticated and other institutional investors located in
New Zealand, Australia and other selected international jurisdictions. The placement represents 10.4% of Vista
Group’s ordinary shares on issue following the Entitlement Offer.
The Placement is within Vista Group’s existing capacity under NZX Listing Rule 4.5 and accordingly no
shareholder approval is required to issue the New Shares.
Settlement of the Placement is scheduled to take place on Thursday 23 April 2020 on ASX and Friday 24 April
2020 on NZX, with commencement of trading of new shares on the NZX and ASX on Friday 24 April 2020.
Entitlement offer details
The 1 for 4.37 Entitlement Offer will raise a total of approximately $40m at an application price of $1.05 per
share. The Entitlement Offer will be conducted in two parts, a component to institutional investors (Institutional
Entitlement Offer) and a component to retail shareholders (Retail Entitlement Offer). The Entitlement Offer is
non-renounceable, and entitlements will not be tradeable or otherwise transferrable.
Eligible shareholders under the Institutional Entitlement Offer include sophisticated, professional and other
institutional shareholders located in Australia, New Zealand and select international jurisdictions as at 7.00pm
(NZST) on the Record Date of Monday 20 April 2020 (Eligible Institutional Shareholders). The Institutional
Entitlement Offer will be accelerated and will close on Thursday 16 April 2020.
The Retail Entitlement Offer will be offered to eligible retail shareholders with registered addresses in Australia
and New Zealand as at 7.00pm (NZST) on the Record Date (Eligible Retail Shareholders). The Retail
Entitlement Offer will open on Thursday 23 April 2020, and close on Tuesday 5 May 2020 (unless extended).
Provided they have taken up their full entitlement, eligible retail shareholders may also apply for additional new
shares not taken up by other retail shareholders up to a maximum of 40% above their pro-rata entitlement.
2
The
Retail Offer Document, containing full details of the Entitlement Offer, will be sent to Eligible Retail Shareholders
on Thursday 23 April 2020.
The rights will not be listed on NZX or ASX and there will be no shortfall bookbuild for those entitlements not
taken up. Those shareholders who do not exercise their entitlements, or who are ineligible to do so, will have
their shareholdings diluted. Retail shareholders are strongly encouraged to complete applications online via
www.vistashareoffer.co.nz given the likelihood of delays with the postal system at this time. Those that do apply
for shares by postal applications are strongly encouraged to mail their applications as early as possible during
the offer period.







2
Eligible Retail Shareholders who take up 140% of their Entitlements in the Offer will be diluted by approximately 4.5%.

Indicative timetable
3


Event Date
Announcement of equity raising and trading halt pre market open Thursday, 16 April 2020
Institutional Entitlement Offer and Placement opens Thursday, 16 April 2020
Institutional Entitlement Offer and Placement closes Thursday, 16 April 2020
Announce Results of Institutional Entitlement Offer Friday, 17 April 2020
Trading halt lifted and shares recommence trading on NZX on an ex-entitlement
basis
Friday, 17 April 2020
Trading halt lifted and shares recommence trading on ASX on an ‘ex-
entitlement’ basis
Monday, 20 April 2020
Record Date for the Entitlement Offer Monday, 20 April 2020
Retail Entitlement Offer opens Thursday, 23 April 2020
Dispatch of the Offer Document and Entitlement and Acceptance Forms to
Eligible Retail Shareholders
Thursday, 23 April 2020
Settlement of Placement and Institutional Entitlement Offer on ASX Thursday, 23 April
Settlement of Placement and Institutional Entitlement Offer on NZX and
commencement of trading of allotted New Shares on the NZX and ASX
Friday, 24 April 2020
Retail Entitlement Offer closes Tuesday, 5 May 2020
Announce results for Retail Entitlement Offer Friday, 8 May 2020
Settlement of Retail Entitlement Offer on ASX Tuesday, 12 May 2020
Settlement of Retail Entitlement Offer on the NZX Main Board and
commencement of trading of allotted New Shares on the NZX Main Board
Wednesday, 13 May 2020
Despatch of holding statements for New Shares issued under the Retail
Entitlement Offer
Wednesday, 13 May 2020
Commencement of trading of allotted New Shares on ASX Thursday, 14 May 2020

Additional information
Additional information regarding the Offer is contained in the investor presentation accompanying this
announcement. The investor presentation contains important information including key risks and foreign selling
restrictions with respect to the Offer.
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors are
encouraged to seek appropriate professional advice before making any investment decision.


3
This timetable is indicative only and may change without notice at the Company’s discretion or subject to the requirements of the NZX Listing Rules. Vista
Group has the ability at its discretion to make changes including to extend the closing date for the Retail Entitlement Offer, to withdraw the Entitlement Offer
at any time prior to the issue of the New Shares and/or to accept late applications either generally or in specific areas.

For any questions in respect of the Retail Entitlement Offer, please visit www.vistashareoffer.co.nz or call Link
Market Services Limited on +64 9 375 5998 (within New Zealand) or +61 1300 554 474 (within Australia)
between 8:30am and 5.00pm (NZST) Monday to Friday during the Retail Entitlement Offer Period. For other
questions, investors should contact their broker, solicitor, accountant, financial adviser or other professional
adviser.
For more information on the content of this announcement, please contact:
Kimbal Riley
Chief Executive Officer
Vista Group International Limited
Contact: kimbal.riley@vista.co

Matt Cawte
Chief Financial Officer
Vista Group International Limited
Contact: matt.cawte@vista.co



Important Notices and Disclaimer
This announcement has been prepared for publication in New Zealand and Australia, and may not be released
to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or
a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described
in this announcement have not been, and will not be, registered under the US Securities Act of 1933 (the “US
Securities Act”) and may not be offered or sold in the United States except in transactions exempt from, or not
subject to, registration under the US Securities Act and applicable US state securities laws.
Forward-looking statements
This announcement contains certain forward-looking statements about Vista Group. The “may”, “will”, “expect”,
“intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance” and other similar expressions are intended to
identify forward-looking statements. Forward-looking statements in this announcement include statements
regarding: statements regarding plans, strategies, growth initiatives and objectives of management, timing,
expected costs for Vista Group, based on its estimates for 2020 and beyond and the future operation and
financial performance of Vista Group, and the outcome of the Placement and the Entitlement Offer and the use
of proceeds therefrom. Forward-looking statements, including projections, guidance on future earnings and
estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of
future performance. No representation, warranty or assurance (express or implied) is given or made in relation
to any forward-looking statement by any person (including Vista Group). In particular, no representation,
warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually occur. Actual results, performance or
achievement may vary materially from any projections and forward-looking statements and the assumptions on
which those statements are based. Readers are cautioned not to place undue reliance on forward looking
statements and Vista Group assumes no obligation to update such information.
All dollar values are in New Zealand dollars (“$”or “NZ$”) unless stated otherwise.
This announcement contains certain financial measures that are "non-IFRS financial information" under ASIC
Regulatory Guide 230 ‘Disclosing non-IFRS financial information’ published by ASIC and also “non-GAAP
financial measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as
amended, and are not recognised under Australian Accounting Standards (“AAS”) and International Financial
Reporting Standards (“IFRS”). The non-IFRS/non-GAAP financial information does not have a standardised
meaning prescribed by AAS and IFRS and therefore, may not be comparable to similarly titled measures
presented by other entities, nor should they be construed as an alternative to other financial measures
determined in accordance with AAS or IFRS. Investors are cautioned not to place undue reliance on any non-
IFRS/non-GAAP financial information included in this announcement.
In addition, the pro forma historical financial information included in this announcement does not purport to be in
compliance with Article 11 of Regulation S-X under the US Securities Act and was not prepared with a view
towards compliance with the rules and regulations or guidelines of the U.S. Securities and Exchange
Commission or the American Institute of Certified Public Accountants for the preparation and presentation of pro
forma financial information.

---

1 for 4.37 Accelerated Entitlement Oer Of New Shares
VISTA GROUP INTERNATIONAL LIMITED
16 April 2020
THIS OFFER DOCUMENT IS AN IMPORTANT
DOCUMENT. YOU SHOULD READ THE ENTIRE
DOCUMENT BEFORE DECIDING WHAT ACTION TO
TAKE WITH RESPECT TO YOUR ENTITLEMENTS. IF
YOU HAVE ANY DOUBTS AS TO WHAT YOU
SHOULD DO, PLEASE CONSULT YOUR BROKER,
FINANCIAL, INVESTMENT OR OTHER
PROFESSIONAL ADVISOR.
Not for distribution or release in the United States

2

CONTENTS
IMPORTANT NOTICE 3
PART 1: LETTER FROM THE CHAIR 5
PART 2: OFFER AT A GLANCE 7
PART 3: IMPORTANT DATES 9
PART 4: DETAILS OF THE OFFER 11
PART 5: GLOSSARY 22
PART 6: DIRECTORY 26

3
IMPORTANT NOTICE
GENERAL INFORMATION
The Offer is made under the exclusion in clause 19
of Schedule 1 of the Financial Markets Conduct Act
2013 and pursuant to the provisions of section
708AA of the Corporations Act 2001 (Cth) (as
modified by ASIC Corporations (Non-Traditional
Rights Issues) Instrument 2016/84 and ASIC
Instrument 20-0366).
This Offer Document is not a product disclosure
statement or other disclosure document for the
purposes of the FMCA, the Corporations Act or any
other law, has not been lodged with the Financial
Markets Authority or ASIC, and does not contain all
of the information that an investor would find in a
product disclosure statement or other disclosure
document, or which may be required in order to
make an informed investment decision about the
Offer or Vista.
ADDITIONAL INFORMATION AVAILABLE
UNDER VISTA’S CONTINUOUS DISCLOSURE
OBLIGATIONS
Vista is subject to continuous disclosure obligations
under the NZX Listing Rules. You can find market
releases by Vista at nzx.com and at asx.com.au
under the code “VGL”.
Vista may, during the period of the Offer, make
additional releases to the NZX and the ASX. To
the maximum extent permitted by law, no release
by Vista to the NZX or the ASX will permit an
applicant to withdraw any previously submitted
application without Vista’s prior consent.
OFFERING RESTRICTIONS
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 or invitation.
This Offer Document may not be sent or given to
any person who is not an Eligible Shareholder or
an Institutional Investor 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 or Australia 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 of
New Zealand or Australia except to Institutional
Investors or as Vista may otherwise determine in
compliance with applicable laws.
Neither the Entitlements nor the New Shares have
been, or will be, registered under the US Securities
Act of 1933 (US Securities Act) or the securities
laws of any state or other jurisdiction of the United
States. Accordingly, the Entitlements may not be
issued to, or taken up or exercised by, and the
New Shares may not be offered or sold, directly or
indirectly, in the United States, except in
transactions exempt from, or not subject to, the
registration requirements of the US Securities Act
and the applicable securities laws of any state or
other jurisdiction of the United States. The
Entitlements and the New Shares to be offered and
sold in the Retail Entitlement Offer pursuant to this
Offer Document may only be offered and sold to
persons that are not in the United States and are
not acting for the account or benefit of a person in
the United States (to the extent such persons hold
Existing Shares for the account or benefit of a
person in the United States) in “offshore
transactions” (as defined in Rule 902(h) under the
US Securities Act), in reliance on Regulation S.
Further details on the offering restrictions that
apply are set out in Part Four.
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. Vista disclaims all liability to such persons.
CHANGES TO THE OFFER
Subject to the NZX Listing Rules, Vista reserves
the right to alter the dates set out in this Offer
Document.
Additionally, Vista reserves the right to withdraw all
or any part of the Offer (either generally or in
particular cases) and the issue of New Shares at
any time before the Allotment Date at its absolute
discretion.
NO GUARANTEE
No guarantee is provided by any person in relation
to the New Shares to be issued pursuant to the
Offer. Likewise, no warranty is provided with
regard to the future performance of Vista or any
return on any investments made pursuant to this
Offer Document.
DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not
constitute a recommendation to acquire or invest in
New Shares nor does it amount to financial product

4
advice. This Offer Document has been prepared
without taking into account the particular needs or
circumstances of any investor, including an
investor’s investment objectives, financial and/or
tax position.
PRIVACY
Any personal information provided by Eligible
Shareholders on the Entitlement and Acceptance
Form or via the online application will be held by
Vista or the Registrar at the addresses set out in
the Directory.
Vista and/or the Registrar may store your personal
information in electronic format, including in online
storage or on a server or servers which may be
located in New Zealand, Australia or overseas.
The information will be used for the purposes of
administering your investment in Vista.
This information will only be disclosed to third
parties with your consent or if otherwise required or
permitted by law. Under the New Zealand Privacy
Act 1993 and the Australian Privacy Act 1988
(Cth), you have the right to access and correct any
personal information held about you.
ENQUIRIES
Enquiries about the Offer can be directed to an
NZX Primary Market Participant, or your solicitor,
accountant or other professional adviser. If you
have any questions about the number of New
Shares shown on the Entitlement and Acceptance
Form that accompanies this Offer Document, or
how to apply online or complete the Entitlement
and Acceptance Form, please contact the
Registrar.
DEFINED TERMS
Capitalised terms used in this Offer Document
have the specific meaning given to them in the
Glossary at Part Five of this Offer Document.

5
PART 1: LETTER FROM THE C HAIR
Vist a Gr oup International Limited has today announced its intention to raise approximately NZ$65 million
vi a a NZ$25 million underwritten placement to institutional investors, together wit h an approximately
NZ$40m underwritten 1 for 4. 37 pro-rata accelerated non-renounceable entitlement offer (the Offer).
Vist a enter ed the COVID-19 pandemic with a stro ng underlying business as a global leader in software
and data solutions for the film i ndustry. However, as you will be awar e from our recent announcements,
COVID-19 has had, and will conti nue to have, a substantial impact on Vist a and the global film industry
more generally. Almost all of Vista’s customers are either clos ed or significantly impacted by the restriction
of movement imposed by governments ar ound th e worl d and will take tim e to recover. Vista is actively
engaging with its customers to help support them through this difficult time. While Vista expects to
conti nue booking recurri ng revenue, it is worki ng with customers to mana ge their payment schedules.
Vist a has announced a number of proactive initiatives to increase its financial flexibility, having acted
quickly to reduce costs and capital expenditure. This has inclu ded director and senior leadership salary
reductions, reduc ed working hours for staff, lower marketing sp end, cancelling its agreement to acquire a
further 14.5% of Vista Entertainment Solutions (Shanghai) Limited (or Vista China), and suspending all
discretionary capital expenditure. The government wage subsidy is also helping to offset labour costs in
New Zealand.
Vista has also been actively engaging with its debt provider who remains supportive through existing
facilities. Vista had $40m of cash as at 31 March 2020 and $23 million of additional headroom across its
current debt facility, of which $18 million is specifically available to fund the SaaS development project.
Following completion of the Offer, Vista anticipates it will have sufficient liquidity to comply with its financial
covenants through to 31 December 2021 under downside scenarios.
In addition to the above measures, your board believes it is prudent to pursue an equity raising to improve
liquidity and balance sheet flexibility and ensure Vista remains well capitalised during this period. The
additional liquidity provided by the equity raise is expected to provide Vista with the ability to meet its cash
flow obligations through to 31 December 2021 under downside scenarios and provide flexibility to
commence capital spend, continued SaaS conversion and growth projects in line with recovery post
COVID-19.
Under the Offer, eligible shareholders may subscribe for 1 new ordinary share for every 4.37 existing
shares held as at 7.00pm (NZST) (5.00pm AEST)) on the Record Date of 20 April 2020, at an Offer Price
of NZ$1.05 per new share (or the A$ Price). The Offer Price reflects a 25.0% discount to NZ$1.40, being
the last closing price of Vista’s shares on the NZX on 15 April 2020, and a 19.5% discount to the
theoretical ex-rights price of NZ$1.31 (TERP).
1

The placement and the institutional component of the Offer will be accelerated and will close on 16 April
2020. Eligible Retail Shareholders have until 5.00pm (NZST) on 5 May 2020 to subscribe for New Shares.
In addition to being able to take up their Entitlement, Eligible Retail Shareholders may also apply for
additional New Shares not taken up by other Eligible Retail Shareholders up to a maximum of 40% above
their pro-rata entitlement.
2
The Entitlements will not be listed on NZX or ASX and there will be no shortfall
bookbuild for those Entitlements not taken up. Those shareholders who do not exercise their Entitlements,
or who are ineligible to do so, will have their shareholdings diluted.
1
TERP is the Theoretical Ex-Rights Price at which Vista’s ordinary shares would trade immediately after the ex-rights date for
the Offer. TERP is calculated with reference to Vista’s closing share price of NZ$1.40 on 15 April 2020 and includes all new
shares issued under the placement and the Offer. TERP is a theoretical calculation only and the actual price at which Vista’s
ordinary shares will trade immediately after the ex-rights date for the Offer will depend on many factors and may not be equal
to TERP
2
Eligible Retail Shareholders who take up 140% of their Entitlements in the Offer will be diluted by approximately 4.5%.

6
Online application at www.vistashareoffer.co.nz is strongly encouraged given the likelihood of delays with
the postal system at this time.
I am pleased to confirm that founders, directors and senior management have committed to subscribe for
$4.7 million of New Shares, with the balance of the equity raise fully underwritten by the Underwriters.
Notwithstanding this temporary period of uncertain economic outlook, Vista is well positioned for recovery
when cinemas begin to re-open, being the largest provider of business-critical software and data analytics
solutions to the global film industry. Additionally, the business is well supported by a talented and
committed management team with a track record of delivering growth.
On behalf of the Board, I thank you for your continued support. The health and wellbeing of our
customers, employees and stakeholders globally remain at the forefront of our priorities. It is an
unprecedented and challenging time for us all, and your support for Vista is valued and appreciated. We
welcome your participation in this Offer.

Kirk Senior
Chairman

7
PART 2: OFFER AT A GLANCE
Issuer Vista Group International Limited
The Offer A pro rata entitlement offer of 1 New Share for every 4.37 Existing Shares held
by an Eligible Shareholder at 7:00pm (NZST) or 5:00pm (AEST) on the Record
Date, with fractional entitlements being rounded down to the nearest share. A
shorter than usual offer period will apply to Eligible Institutional Shareholders,
with the Institutional Entitlement Offer taking place over the Business Day the
Offer is announced. If an Eligible Shareholder does not take up all of its
Entitlements, its current shareholding will be diluted as a result of the issue of
New Shares.
New Shares that are attributable to Entitlements that are not taken up by
Eligible Retail Shareholders (together with those attributable to Entitlements of
Ineligible Retail Shareholders) will be offered to Eligible Retail Shareholders
who take up their Entitlements in full, allowing them to subscribe for additional
New Shares up to a maximum of 40% of their Entitlements. Eligible Retail
Shareholders who take up 140% of their Entitlements in the Offer will be
diluted by approximately 4.5%
Application Price NZ$1.05 (or the A$ Price) per New Share.
Existing Shares
currently on issue
166,667,861 Existing Shares.
Maximum number of
New Shares being
offered under the
Offer
38,139,099 New Shares (subject to rounding).
Offer size The approximate amount to be raised under the Offer is NZ$40 million.
New Shares The same class as, and ranking equally with, Existing Shares.
Eligible Retail
Shareholders
You are an Eligible Retail Shareholder if, as at 7:00pm (NZST) or 5:00pm
(AEST) on the Record Date, you are recorded in Vista’s share register as a
Shareholder and:
(a) your address is shown in Vista’s share register as being in New Zealand
or Australia; or
(b) Vista considers, in its discretion, you may be treated as an Eligible Retail
Shareholder,
and you are not in the United States and not acting for the account or benefit of
a person in the United States and not an Institutional Shareholder.
How to apply Eligible Retail Shareholders
Applications must be made:
(a) online at www.vistashareoffer.co.nz; or
(b) by completing the personalised Entitlement and Acceptance Form and
returning it to the Registrar together with payment.
If a postal application is made please allow plenty of time for it to be received
by us.
Eligible Institutional Shareholders
The Joint Lead Managers will contact Eligible Institutional Shareholders and

8
advise them of the terms and conditions of participation in the Offer and to
confirm their application process.
Underwriting Founders, directors and senior management have committed to subscribe for
$4.7 million of New Shares, with the balance of the Offer fully underwritten by
the Underwriters.

9
PART 3: IMPORTANT DATES
INSTITUTIONAL ENTITLEMENT OFFER
This timetable is relevant to participants in the Institutional Entitlement Offer. Eligible Retail Shareholders
should refer to the important dates for the Retail Entitlement Offer set out in the “Retail Entitlement Offer”
table on the following page.
Key Event Date
3

Trading halt commences on the NZX Main Board and
the ASX (pre-market open)
Thursday 16 April 2020
Institutional Entitlement Offer opens at 9.30am (NZST)
or 7.30am (AEST)
Thursday 16 April 2020
Institutional Entitlement Offer closes at 8.00pm (NZST)
or 6.00pm (AEST)
Thursday 16 April 2020
Announce results of Institutional Entitlement Offer
Trading halt lifted on the NZX Main Board
Friday, 17 April 2020
Trading halt lifted on the ASX Monday, 20 April 2020
Record Date 7.00pm (NZST) or 5.00pm (AEST) Monday, 20 April 2020
Settlement of Institutional Entitlement Offer on ASX Thursday, 23 April 2020
Settlement of Institutional Entitlement Offer on the
NZX Main Board and commencement of trading of
allotted New Shares on the NZX Main Board and ASX
Friday, 24 April 2020


3
The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are
indicative only. All times and dates refer to NZ standard time (unless otherwise specified). Vista reserves the right to amend
the timetables (including by extending the closing dates for the Offer or accepting late Applications, either generally or in
particular cases) subject to the NZX Listing Rules. Any extension of the closing dates for the Offer will have a consequential
effect on the issue date of New Shares.

10
RETAIL ENTITLEMENT OFFER
The timetable immediately below is relevant to participants in the Retail Entitlement Offer. Eligible
Institutional Shareholders should refer to the important dates for the Institutional Entitlement Offer set out
in the “Institutional Entitlement Offer” table above.
Key Event Date
4

Record Date 7.00pm (NZST) or 5.00pm (AEST) Monday, 20 April 2020
Expected dispatch of the Offer Document and
Entitlement and Acceptance Forms
Thursday, 23 April 2020
Retail Entitlement Offer opens Thursday, 23 April 2020
Retail Entitlement Offer closes at 5.00pm (NZST) or
3.00pm (AEST) (last day for online applications, or for
receipt of the Acceptance Form, with payment)
Tuesday, 5 May 2020
Announce results for Retail Entitlement Offer Friday, 8 May 2020
Settlement of Retail Entitlement Offer on ASX Tuesday, 12 May 2020
Settlement of Retail Entitlement Offer on the NZX Main
Board and commencement of trading of allotted New
Shares on the NZX Main Board
Despatch of holding statements for New Shares
issued under the Retail Entitlement Offer
Wednesday, 13 May 2020
Commencement of trading of allotted New Shares on
ASX
Thursday, 14 May 2020
Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms or apply via
the online application process as soon as possible. No cooling-off rights apply to applications submitted
under the Offer.

4
The dates set out in the table above (and any references to them in this Offer Document) are subject to change and are
indicative only. All times and dates refer to NZ standard time (unless otherwise specified). Vista reserves the right to amend
the timetables (including by extending the closing dates for the Offer or accepting late Applications, either generally or in
particular cases) subject to the NZX Listing Rules. Any extension of the closing dates for the Offer will have a consequential
effect on the issue date of New Shares.

11
PART 4: DETAILS OF THE OFFER
THE OFFER
The Offer is an offer of New Shares to Eligible Shareholders under a pro rata accelerated non-
renounceable entitlement offer. Under the Offer, Eligible Shareholders are entitled to subscribe for 1 New
Share for every 4.37 Existing Shares held at 7:00pm (NZST) or 5:00pm (AEST) on the Record Date. The
New Shares will be the same class as, and will rank equally with, Existing Shares which are quoted on the
NZX Main Board and ASX. It is a term of the Offer that Vista will take any necessary steps to ensure that
the New Shares are, immediately after issue, quoted on the NZX Main Board and ASX.
If you are an Eligible Shareholder you may take up all or some of your Entitlements or do nothing with all
or some of your Entitlements. If you are an Eligible Shareholder and you do not take up all of your
Entitlements, your current shareholding will be diluted as a result of the issue of New Shares. Eligible
Retail Shareholders who take up 140% of their Entitlements in the Offer will be diluted by approximately
4.5%.
The maximum number of New Shares being offered under the Offer is 38,139,099 New Shares (subject to
rounding). Vista will raise a total of approximately NZ$40 million through the Offer, which is fully
underwritten by the Underwriters (except in respect of the $4.7 million of New Shares for which Vista’s
founders, directors and senior management have committed to subscribe).
APPLICATION PRICE
The Application Price is NZ$1.05 (or the A$ Price) per New Share.
The A$ Price will be the Australian dollar equivalent of NZ$1.05 determined using a closing AUD/NZD
exchange rate on Thursday, 16 April 2020. The A$ Price will be announced by Vista on Friday, 17 April
2020. The Application Price must be paid in full on application. Payment of the Application Price must be
made, for the Retail Entitlement Offer, together with a completed Entitlement and Acceptance Form
delivered (either by mail, delivery or email) to the Registry in accordance with the instructions set out in
the Entitlement and Acceptance Form or in accordance with the online application process.
If you elect to apply for New Shares using New Zealand Dollars, any New Shares issued to you will be
issued on Vista’s NZX branch register. If you elect to apply for New Shares using the A$ Price, any New
Shares issued to you will be issued on Vista’s ASX branch register.
Vista may accept late applications and application monies, but it has no obligation to do so. Vista may
accept or reject (at its discretion) any Entitlement and Acceptance Form or online application which it
considers is not completed correctly, and may correct any errors or omissions on any Entitlement and
Acceptance Form or the online application.
An application may not be withdrawn without Vista prior consent once submitted.
Application monies received will be held in a trust account with the Registry 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 Vista and will be retained by Vista whether or not the issue
of New Shares takes place. Any refunds of application monies (without interest) will be made within 10
Business Days of allotment (or the date that the decision not to accept an application is made, as the case
may be).

12
WITHDRAWAL
Subject to Vista’s compliance with all applicable laws, Vista reserves the right to withdraw the Offer at any
time at its absolute discretion. If any Application is not accepted, all applicable application monies will be
refunded, without interest, to the relevant Shareholder.
OVERVIEW OF THE OFFER
Vista will raise a total of approximately NZ$40 million through the Offer, which is fully underwritten by the
Underwriters (except in respect of the $4.7 million of New Shares for which Vista’s founders, directors and
senior management have committed to subscribe). The maximum number of New Shares that are being
offered under the Offer is 38,139,099 New Shares (subject to rounding).
The Offer comprises the following components:
• the Institutional Entitlement Offer; and
• the Retail Entitlement Offer,
in each case, as described in further detail below.
The Offer is an accelerated non-renounceable entitlement offer, which is made pursuant to a class waiver
by NZX granted 26 March 2020. This means that if you, as an Eligible Shareholder, do not take up your
full Entitlement under the Offer, then your Entitlement will lapse, and you will receive no value for those
lapsed Entitlements. Further, if you do not take up your Entitlement, you will have your percentage holding
in Vista reduced as a result of the Offer.
PURPOSE OF THE OFFER
Vista intends that the proceeds raised from the Offer will be applied to enhance balance sheet strength
and financial flexibility with a view to supporting the business through to December 2021.
THE INSTITUTIONAL ENTITLEMENT OFFER
Overview of the Institutional Entitlement Offer
Vista is offering Eligible Institutional Shareholders the opportunity to subscribe for 1 New Share for every
4.37 Existing Shares held as at 7:00pm (NZST) or 5:00pm (AEST) on the Record Date, at an Application
Price of NZ$1.05 (or the A$ Price). This ratio and the Application Price are the same as for the Retail
Entitlement Offer. The Joint Lead Managers will seek to approach Eligible Institutional Shareholders, who
may take up all, part or none of their Entitlements.
The Institutional Entitlement Offer opens at 9:30 am (NZST) or 7:30 am (AEST) on Thursday, 16 April
2020 and closes at 8.00pm (NZST) or 6.00pm (AEST) on Thursday, 16 April 2020 (subject to Vista’s right
to modify these dates or times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board, the ASX or privately
transferred.
Eligibility under the Institutional Entitlement Offer
The Institutional Entitlement Offer is only open to Eligible Institutional Shareholders. The Underwriters will
determine the Shareholders who will be treated as Eligible Institutional Shareholders for the purpose of
determining the Shareholders to whom an offer of New Shares will be made under the Institutional
Entitlement Offer. In exercising their discretion, the Underwriters may have regard to a number of matters,
including legal and regulatory requirements and logistical and registry constraints. The Underwriters will
determine which Shareholders will be treated as Ineligible Institutional Shareholders.

13
Vista reserves the right to reject any application for New Shares under the Institutional Entitlement Offer
that it considers comes from a person who is not an Eligible Institutional Shareholder.
Acceptance of Entitlement under the Institutional Entitlement Offer
The Joint Lead Managers may seek to contact Eligible Institutional Shareholders to inform them of the
terms and conditions of participation in the Institutional Entitlement Offer and seek confirmation of their
Entitlements under the Offer. Application for New Shares by Eligible Institutional Shareholders can only
be made in accordance with that process.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible
Institutional Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be
rounded down to the nearest whole number. Applications in excess of an Eligible Institutional
Shareholder’s Entitlement will not be accepted.
New Shares attributable to the Institutional Entitlement Offer not taken up by Eligible Institutional
Shareholders under the Institutional Entitlement Offer and the entitlements of certain Ineligible Institutional
Shareholders may, subject to demand, be allocated to Institutional Investors who participate in the
institutional placement or as Vista and the Underwriters may otherwise agree.
Settlement of the Institutional Entitlement Offer
Settlement of the Institutional Entitlement Offer will occur on the Institutional Settlement Date in
accordance with arrangements advised by the Joint Lead Managers. Each investor remains responsible
for ensuring its own compliance with the Takeovers Code and other applicable legislation.
THE RETAIL ENTITLEMENT OFFER
Overview of the Retail Entitlement Offer
Vista is offering Eligible Retail Shareholders the opportunity to subscribe for 1 New Share for every 4.37
Existing Shares held as at 7.00pm (NZST) or 5.00pm (AEST) on the Record Date, at an Application Price
of NZ$1.05 (or the A$ Price) per New Share. This ratio and the Application Price are the same as for the
Institutional Entitlement Offer. Eligible Retail Shareholders are sent this Offer Document together with a
personalised Entitlement and Acceptance Form and may take up all, part or none of their Entitlements.
The Retail Entitlement Offer opens on Thursday, 23 April 2020 and closes at 5.00pm (NZST) or 3.00pm
(AEST) on Tuesday, 5 May 2020 (subject to Vista’s right to modify these dates or times).
Entitlements will not be quoted and cannot be traded on the NZX Main Board, the ASX or privately
transferred.
Eligibility under the Retail Entitlement Offer
The Retail Entitlement Offer is only open to Eligible Retail Shareholders.
The Retail Entitlement Offer does not constitute an offer to any person who is not an Eligible Retail
Shareholder (including any Institutional Shareholder or an Ineligible Retail Shareholder). Any person
allocated New Shares under the Institutional Entitlement Offer does not have any entitlement to participate
in the Retail Entitlement Offer in respect of those New Shares.
Vista reserves the right to reject any application for New Shares under the Retail Entitlement Offer that it
considers comes from a person who is not an Eligible Retail Shareholder.

14
Acceptance of Entitlement under the Retail Entitlement Offer
The Entitlement and Acceptance Form distributed to Eligible Retail Shareholders with this Offer Document
sets out an Eligible Retail Shareholder’s Entitlement to participate in the Retail Entitlement Offer.
Applications for New Shares by Eligible Retail Shareholders can only be made on an original Entitlement
and Acceptance Form sent with this Offer Document or via an online application at
www.vistashareoffer.co.nz.
Entitlements are not rounded up to a minimum holding. The number of New Shares to which an Eligible
Retail Shareholder is entitled under an Entitlement will, in the case of fractions of New Shares, be rounded
down to the nearest whole number.
Eligible Retail Shareholders are not obliged to subscribe for any or all of the New Shares to which they are
entitled under the Offer. They may take up some or all of their Entitlement or allow some or all of their
Entitlement to lapse.
Any person outside New Zealand or Australia who takes up an Entitlement in the Retail Entitlement Offer
(and therefore applies for New Shares) through a New Zealand or Australian resident nominee, and their
nominee, will be deemed to have represented and warranted to Vista that the Offer can be lawfully made
to their nominee pursuant to this Offer Document. None of Vista, the Joint Lead Managers, the
Underwriters, the Registrar or any of their respective directors, officers, employees, agents, or advisers
accept any liability or responsibility to determine whether a person is eligible to participate in this Offer.
Persons who are in the United States or are acting for the account or benefit of persons in the United
States (to the extent such persons are acting for the account or benefit of a person in the United States
are not eligible to participate in the Retail Entitlement Offer.
Application to take up additional New Shares
New Shares that are attributable to Entitlements that are not taken up by Eligible Retail Shareholders
(together with those attributable to Entitlements of Ineligible Retail Shareholders) will be offered to Eligible
Retail Shareholders who take up their Entitlements in full.
Eligible Retail Shareholders who have taken up all of their Entitlements in full may apply for these
additional New Shares up to a maximum of 40% of their Entitlements. Eligible Retail Shareholders apply
for these additional New Shares by completing the appropriate section on the Entitlement and Acceptance
Form, or as directed via the online application, and applying for additional New Shares at the Offer Price.
Payment must be made for both your Entitlements and any additional New Shares for which you
wish to apply.
If you elect to apply for your Entitlements using the A$ Price, then any additional New Shares that you are
applying for must also be paid for in Australian dollars at the A$ price.
Allocations and any necessary scaling of additional New Shares applied for by Eligible Retail
Shareholders who take up their Entitlements in full will be determined by Vista and the Joint Lead
Managers.
NOMINEES
If you hold Existing Shares as nominee for more than one person, then you may (depending on the nature
of each such person) be an Eligible Institutional Shareholder, Ineligible Institutional Shareholder, Eligible
Retail Shareholder or Ineligible Retail Shareholder with regard to the Entitlement of each such person.
Notice to nominees and custodians
The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered
addresses in the eligible jurisdictions, irrespective of whether they participated under the Institutional
Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of

15
the beneficiaries on whose behalf they hold existing Shares, provided that the applicable beneficiary
would satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as nominees or custodians will receive a letter from Vista.
Nominees and custodians should consider carefully the contents of that letter and note in particular that
the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement
Offer in respect of:
(a) beneficiaries on whose behalf they hold Existing Shares who would not satisfy the criteria for an
Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional
Entitlement Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional
Entitlement Offer; or
(d) Shareholders who are not eligible under all applicable securities laws to receive an offer under
the Retail Entitlement Offer.
In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or
send any documents relating to the Retail Entitlement Offer to, any person in the United States. Persons
in the United States and persons acting for the account or benefit of persons in the United States will not
be able to exercise Entitlements under the Retail Entitlement Offer.
Vista is not required to determine whether or not any registered holder is acting as a nominee or the
identity or residence of any beneficial owners of Shares or Entitlements. Where any holder is acting as a
nominee for a foreign person, that holder, in dealing with its beneficiary will need to assess whether
indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign
laws. Vista is not able to advise on foreign laws.
OVERSEAS SHAREHOLDERS
The Offer is only open to Eligible Shareholders and persons that Vista is satisfied can otherwise
participate in the Offer in compliance with all applicable laws. Vista has determined that it is unreasonable
to extend the Retail Entitlement Offer to Ineligible Retail Shareholders and the Institutional Entitlement
Offer to Ineligible Institutional Shareholders because of the small number of such Shareholders, the
number and value of Shares that they hold and the cost of complying with the applicable regulations in
jurisdictions outside New Zealand and Australia.
This Offer Document is only being sent by Vista to Eligible Shareholders. The distribution of this Offer
Document (including an electronic copy) outside New Zealand or Australia may be restricted by law. Any
failure to comply with such restrictions may contravene applicable securities law. Vista disclaims all
liability to such persons.
Nominees and custodians may not distribute any part of this Offer Document, and may not permit any
beneficial shareholder to participate in the Offer who is located, in the United States or any other country
outside New Zealand and Australia except to institutional and professional investors listed in, and to the
extent permitted under, this section.
Australia
This Offer is being made to Australian resident Shareholders without a prospectus in accordance with
section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional
Rights Issue) Instrument 2016/84 and ASIC Instrument 20-0366). This Offer Document is not a
prospectus, product disclosure statement or any other form of disclosure document regulated by the

16
Corporations Act and has not been and will not be lodged with ASIC. Accordingly, this Offer Document
may not contain all information which a prospective investor may require to make a decision whether to
subscribe for New Shares and it does not contain all of the information which would otherwise be required
by Australian law to be disclosed in a prospectus. Neither ASIC or ASX take any responsibility for the
contents of this Offer Document.
Canada
This Offer Document constitutes an offering of New Shares only in the Provinces of British Columbia,
Ontario and Quebec (the “Provinces”) and to those persons to whom they may be lawfully distributed in
the Provinces, and only by persons permitted to sell such New Shares. This Offer Document is not, and
under no circumstances is to be construed as, an advertisement or a public offering of securities in the
Provinces. This Offer Document may only be distributed in the Provinces to persons that are “accredited
investors” within the meaning of NI 45-106 - Prospectus Exemptions, of the Canadian Securities
Administrators.
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon
this Offer Document, the merits of the New Shares or the offering of New Shares and any representation
to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the
resale of such New Shares. Any person in the Provinces lawfully participating in the Offer will not receive
the information, legal rights or protections that would be afforded had a prospectus been filed and
receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New
Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may
require resales to be made in accordance with exemptions from dealer registration and prospectus
requirements. These resale restrictions may in some circumstances apply to resales of the New Shares
outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the
New Shares.
Vista Group International Limited ("Vista") as well as its directors and officers may be located outside
Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada
upon Vista or its directors or officers. All or a substantial portion of the assets of Vista and such persons
may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Vista
or such persons in Canada or to enforce a judgment obtained in Canadian courts against Vista or such
persons outside Canada.
Any financial information contained in this Offer Document has been prepared in accordance with New
Zealand Equivalents to International Financial Reporting Standards and also comply with International
Financial Reporting Standards, except for certain non-GAAP financial information, including pro forma
financial information to which certain adjustments have been made. Unless stated otherwise, all dollar
amounts contained in this Offer Document are in New Zealand dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other
rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum
that is delivered to purchasers contains a misrepresentation. These rights and remedies must be
exercised within prescribed time limits and are subject to the defenses contained in applicable securities
legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of
their respective Province for the particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to
purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this Offer
Document (other than (a) a “Canadian financial institution” or a “Schedule III bank” (each as defined in NI
45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a)

17
or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities
required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for
damages and/or rescission against Vista if this Offer Document or any amendment thereto contains a
misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will
have no right of action for damages against Vista. This right of action for rescission or damages is in
addition to and without derogation from any other right the purchaser may have at law. In particular,
Section 130.1 of the Securities Act (Ontario) provides that, if this Offer Document contains a
misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be
deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and
has a right of action for damages or, alternatively, may elect to exercise a right of rescission against Vista,
provided that (a) Vista will not be liable if it proves that the purchaser purchased the New Shares with
knowledge of the misrepresentation; (b) in an action for damages, Vista is not liable for all or any portion
of the damages that Vista proves does not represent the depreciation in value of the New Shares as a
result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the
price at which the New Shares were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these
rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that
gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the
earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action
or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in
addition to and not in derogation from any other right the purchaser may have.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult
their own tax adviser with respect to any taxes payable in connection with the transaction, holding or
disposition of the New Shares as any discussion of taxation related matters in this Offer Document is not a
comprehensive description and there are a number of substantive Canadian tax compliance requirements
for investors in the Provinces.
Language of documents in Canada. Upon receipt of this Offer Document, each investor in Canada hereby
confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of
the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in
the English language only. Par la réception de ce document, chaque investisseur canadien confirme par
les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque
manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de
certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.
Hong Kong
WARNING: The contents of this Offer Document have not been reviewed by any regulatory authority in
Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any
of the contents of this Offer Document, you should obtain independent professional advice.
This Offer Document has not been, and will not be, registered as a prospectus under the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) (the “C(WUMP)O”),
nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the
Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”). No action has been taken in
Hong Kong to authorise or register this Offer Document or to permit the distribution of this Offer Document
or any documents issued in connection with it. Accordingly, (i) the New Shares may not be offered or sold
in Hong Kong by means of this Offer Document or any other document other than (a) to "professional
investors" as defined in the SFO and any rules made under the SFO; or (b) in other circumstances which
do not result in the document being a "prospectus" as defined in the C(WUMP)O or which do not
constitute an offer to the public within the meaning of the C(WUMP)O; and (ii) no person shall issue or
possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or
document relating to the New Shares which is directed at, or the contents of which are likely to be
accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of

18
Hong Kong) other than with respect to the New Shares which are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made
under the SFO.
No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an
offer to the public in Hong Kong within six months following the date of issue of such shares.
Norway
This Offer Document has not been, and will not be, registered with or approved by Finanstilsynet (the
Financial Supervisory Authority of Norway) and it does not constitute a prospectus under the Prospectus
Regulation (Regulation (EU) 2017/1129) or the Norwegian Securities Trading Act of 29 June 2007 no. 75.
Accordingly, this Offer Document may not be made available, nor may the New Shares be offered for sale,
directly or indirectly, in Norway other than under circumstances that are exempted from the prospectus
requirements under the Prospectus Regulation and the Norwegian Securities Trading Act. Any offering of
New Shares in Norway is limited to persons who are "qualified investors" as defined in the Prospectus
Regulation. Only such persons may receive this Offer Document and they may not distribute it or the
information contained in it to any other person.
Singapore
This Offer Document has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, the New Shares may not be offered or sold or made the subject of an invitation for
subscription or purchase, nor may this Offer Document and any other document and any other document
or material in connection with the offer or sale, or invitation for subscription or purchase, of the New
Shares be circulated or distributed, whether directly or indirectly, nor may the New Shares be offered or
sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to
any person in Singapore other than (i) existing shareholders of record of New Shares pursuant to Section
273(1)(cd) of the Securities and Futures Act (Cap. 289) of Singapore, as modified or amended from time
to time (“SFA”) or (ii) pursuant to, and in accordance with, the conditions of an exemption under any
provision of Subdivision (4) of Division 1 of Part XIII of the SFA.
Notification under Section 309B(1)(c) of the SFA – In connection with Section 309B of the SFA and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations
2018), Vista has determined the classification of the New Shares as prescribed capital markets products
(as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
United Kingdom
Neither the information in this Offer Document nor any other document relating to the Offer has been
delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within
the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”) has
been published or is intended to be published in respect of the New Shares.
This Offer Document is issued on a confidential basis to “qualified investors” (within the meaning of
Section 86(7) of the FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the
United Kingdom by means of this Offer Document, any accompanying letter or any other document,
except in circumstances which do not require the publication of a prospectus pursuant to Section 86(1) of
the FSMA. This Offer Document should not be distributed, published or reproduced, in whole or in part,
nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the
FSMA) received in connection with the issue or sale of the New Shares has only been communicated or
caused to be communicated and will only be communicated or caused to be communicated in the United
Kingdom in circumstances in which Section 21(1) of the FSMA does not apply to Vista.

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In the United Kingdom, this Offer Document is being distributed only to, and is directed at, persons (i) who
have professional experience in matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”),
(ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated
(together “relevant persons”). The investments to which this Offer Document relates are available only to,
and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is
not a relevant person should not act or rely on this Offer Document or any of its contents.
UNITED STATES
This document may not be released or distributed in the United States. This document does not constitute
an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have
not been, and will not be, registered under the US Securities Act or the securities laws of any state or
other jurisdiction of the United States and the New Shares to be offered and sold in the Institutional
Entitlement Offer may not be offered or sold, directly or indirectly, in the United States except in
transactions exempt from, or not subject to, the registration requirements of the US Securities Act and the
applicable US state securities laws. The New Shares to be offered and sold in the Retail Entitlement Offer
pursuant to this Offer Document may only be offered and sold to persons that are not in the United States
and are not acting for the account or benefit of a person in the United States (to the extent such persons
hold Existing Shares for the account or benefit of a person in the United States) in “offshore transactions”
(as defined in Rule 902(h) under the US Securities Act), in reliance on Regulation S under the US
Securities Act.
UNDERWRITING AGREEMENT
Vista has requested the Underwriters to underwrite the Offer (except in respect of the $4.7 million of New
Shares for which Vista’s founders, directors and senior management have committed to subscribe) and
the Underwriters have agreed to do so. This means that the Underwriters will subscribe at the Application
Price for any New Shares that are not subscribed for under the placement or by Eligible Shareholders
under the Offer in accordance with the terms of the Underwriting Agreement. A summary of the principal
terms of the Underwriting Agreement are set out immediately below:

• The Underwriters have the power to appoint sub-underwriters.
• The Underwriters will be paid an agreed fee for their services in connection with the placement and the
Offer.
• The Underwriting Agreement contains termination events, representations, warranties and indemnities
that are customary for an offer of this nature.
• The reasons why the Underwriters may terminate their obligations under the Underwriting Agreement
include events which have, or are likely to have, a material adverse effect on Vista, the Shares or the
Offer. These may be as a result of events related to Vista or as a result of external events, such as
material or fundamental changes in financial, economic and political conditions in certain countries or
financial markets.
• Vista has indemnified the Underwriters, their affiliates and related companies and their respective
directors, officers, employees, agents and advisers against certain losses sustained, suffered or
incurred, arising out of or in connection with the placement, the Offer, the allotment of the New Shares
or the Underwriting Agreement.
• For a period commencing on the date of the Underwriting Agreement and ending 90 days after the
Allotment Date for the Retail Entitlement Offer, Vista and its subsidiaries will not, without the prior
written consent of the Underwriters:

20
o issue or allot;
o agree to issue or allot;
o offer for subscription; or
o indicate in any way that the Issuer or any subsidiary may or will issue, agree to issue or offer for
subscription,
any equity securities, subordinated debt securities or other securities (including hybrid, convertible or
equity-linked securities), or grant or agree to grant any options in respect of such securities (or do
anything economically equivalent to any of the foregoing) other than pursuant to any existing
employee equity plan, employee incentive scheme, or dividend reinvestment plan, the placement or
the Offer or in the case of a subsidiary in certain limited circumstances; and will carry on their business
in the ordinary course and not:
o dispose of or charge, or agree to dispose of or charge, the whole or any substantial part of the
business; or
o enter into any material acquisition, or material agreement in relation to a new business not
conducted on the date of the Underwriting Agreement,
other than as publicly disclosed prior to the date of the Underwriting Agreement or in the materials
released in relation to the Offer.
TERMS AND RANKING OF NEW SHARES
New Shares will rank equally with, and have the same voting rights, dividend rights and other entitlements
as, Existing Shares in Vista quoted on the NZX Main Board and ASX. Entitlements will not be quoted and
cannot be traded on the NZX Main Board, ASX or privately transferred. It is a term of the Offer that Vista
will take any necessary steps to ensure that the New Shares are, immediately after issue, quoted on the
NZX Main Board and ASX.
Vista’s dividend policy is to pay 30% to 50% of net profit after tax, subject to immediate and future growth
opportunities and identified capital expenditure requirements. In light of the uncertainty surrounding the
impact of the COVID-19 outbreak on the global film industry, Vista cancelled the FY2019 final dividend of
2.1 cents per share announced on 27 February 2020. The Board will continue to review payment of
dividends in the future as the trajectory of the COVID-19 outbreak and its impact on the global film
industry becomes clearer.
NZX
The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board
upon completion of allotment procedures. The NZX Main Board is a licensed market under the FMCA.
However, NZX accepts no responsibility for any statement in this Offer Document. It is expected that
trading on the NZX Main Board of the New Shares issued under:
• the Institutional Entitlement Offer will commence on Friday, 24 April 2020; and
• the Retail Entitlement Offer will commence on Wednesday, 13 May 2020.

21
ASX
An application has or will be made to ASX for quotation of the New Shares issued under the Offer and
Vista expects that the New Shares will be quoted upon completion of allotment procedures. It is expected
that trading on ASX of the New Shares issued under:
• the Institutional Entitlement Offer will commence on Friday, 24 April 2020; and
• the Retail Entitlement Offer will commence on Thursday, 14 May 2020.
ASX accepts no responsibility for any statement in this Offer Document. The fact that ASX may approve
the New Shares for quotation is not to be taken in any way as an indication of the merits of Vista. Holding
statements for New Shares allotted under the Offer will be issued and mailed as soon as practicable after
allotment. Applicants under the Offer should ascertain their allocation before trading in the New Shares.
Applicants can do so by contacting the Registrar, whose contact details are set out in the Directory.
Applicants selling New Shares prior to receiving a holding statement do so at their own risk. No person
accepts any liability or responsibility should any person attempt to sell or otherwise deal with New Shares
before the holding statement showing the number of New Shares allotted to an applicant is received by
the applicant for those New Shares.

22
PART 5: GLOSSARY

Term Definition
A$ Price The Australian dollar equivalent of the Application Price (as expressed
in New Zealand Dollars), calculated in accordance with the terms of this
Offer Document..
Allotment Date In respect of the:
(a) Institutional Entitlement Offer, Friday, 24 April 2020; and
(b) Retail Entitlement Offer, Wednesday, 13 May 2020.
Application Price NZ$1.05 (or the A$ Price) per New Share.
ASIC
The Australian Securities and Investments Commission.
ASX ASX Limited or the market it operates (as the context requires).
Business Day Has the meaning giving to that term in the NZX Listing Rules.
Corporations Act The Australian Corporations Act 2001 (Cth).
Eligible Institutional
Shareholder
A person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record
Date, was recorded in Vista share register as being a Shareholder and:
(a) has an address in New Zealand, Australia, Hong Kong, Singapore,
United Kingdom, Norway or Canada, or is a person who the
Underwriters reasonably believe the Institutional Entitlement Offer
may be made to under all applicable laws without the need for any
registration, lodgement or other formality, and who is not in the
United States and who is not acting for the account or benefit of a
person in the United States; and
(b) is an Institutional Investor (or the nominee of an Institutional
Investor) and is invited to participate in the Institutional Entitlement
Offer.
Eligible Retail
Shareholder
A person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record
Date, was recorded in Vista’s share register as being a Shareholder
and:
(a) whose address is shown in Vista’s share register as being in New
Zealand or Australia; or
(b) who the Underwriters otherwise reasonably determine may be
treated as an Eligible Retail Shareholder,
and who is not in the United States and not acting for the account or
benefit of a person in the United States and is not an Institutional
Shareholder.
Eligible Shareholder An Eligible Retail Shareholder or an Eligible Institutional Shareholder.

23
Eligible US Fund
Manager
A dealer or other professional fiduciary organised or incorporated in the
United States that is acting for a discretionary or similar account (other
than an estate or trust) held for the benefit or account of persons that
are not US Persons for which it has and is exercising investment
discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under
the US Securities Act.
Entitlement A right to subscribe for 1 New Share for every 4.37 Existing Shares
held at 7.00pm (NZST) or 5.00pm (AEST) on the Record Date at the
Application Price, issued pursuant to the Offer.
Entitlement and
Acceptance Form
The personalised entitlement and acceptance form accompanying this
Offer Document for Eligible Retail Shareholders.
Existing Share A Share on issue on the Record Date.
FMCA The Financial Markets Conduct Act 2013.
Ineligible Institutional
Shareholder
A person who, as at 7.00pm (NZST) or 5.00pm (AEST) on the Record
Date, was recorded in Vista’s share register as being a Shareholder
who is not an Institutional Investor but, if the Shareholder’s address was
shown in Vista’s share register as being in New Zealand, Australia,
Hong Kong, Singapore, the United Kingdom, Norway or Canada would
in the reasonable opinion of the Underwriters be an Institutional
Investor.
Ineligible Retail
Shareholder
A Shareholder who is not an Institutional Shareholder or an Eligible
Retail Shareholder.
Ineligible Shareholder Shareholders other than Eligible Shareholders.
Institutional
Entitlement Offer
The offer of New Shares to Eligible Institutional Shareholders.
Institutional Investor A person with an address:
(a) in New Zealand, who the Underwriters reasonably believe is a
wholesale investor as defined in the FMCA;
(b) in Australia, who the Underwriters reasonably believe is (i) a
"sophisticated investor" within the meaning of section 708(8) of the
Corporations Act, (ii) a financial services licensee in accordance
with section 708(10) of the Corporations Act, or (iii) a "professional
investor" within the meaning of section 708(11) of the Corporations
Act;
(c) in Hong Kong, who the Underwriters reasonably believe is a
“professional investor” as defined in the Securities and Futures
Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;
(d) in Singapore, who the Underwriters reasonably believe is an
“institutional investor” or an “accredited investor” (as such terms are
defined in the Securities and Futures Act, Chapter 289 of
Singapore);
(e) in the United Kingdom, who the Underwriters reasonably believe is
a “qualified investor” within the meaning of section 86(7) of the
United Kingdom Financial Services and Markets Act 2000; and
within the categories of persons referred to in Article 19(5)
(investment professionals) or Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the United

24
Kingdom Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;
(f) in Norway, who the Underwriters reasonably believe is a “qualified
investor”, as that term is defined in the Prospectus Regulation
(Regulation (EU) 2017/1129) or the Norwegian Securities Trading
Act of 29 June 2007 no. 75;
(g) in one of the following Canadian jurisdictions:
(i) Ontario;
(ii) Quebec; or
(iii) British Columbia,
who the Underwriters reasonably believe is an "accredited investor"
as defined in National Instrument 45-106 – Prospectus and
Registration Exemptions ("NI 45-106") and, if relying on subsection
(m) of the definition of that term, is not a person created or being
used solely to acquire or hold securities as an accredited investor;
or
(h) who the Underwriters reasonably believe the Institutional
Entitlement Offer may be made to under all applicable laws without
the need for any registration, lodgement or other formality,
and who is not in the United States (unless it is an Eligible US Fund
Manager).
Institutional
Settlement Date
The date of settlement of New Shares under the Institutional
Entitlement Offer, expected to be Thursday, 23 April 2020 on ASX and
Friday, 24 April 2020 on NZX.
Institutional
Shareholder
Eligible Institutional Shareholders and Ineligible Institutional
Shareholders.
Joint Lead Managers Macquarie Capital (New Zealand) Limited and Craigs Investment
Partners Limited.
New Share A Share in Vista offered under the Offer of the same class as, and
ranking equally in all respects with, Vista’s quoted Shares at the
Allotment Date.
NZX NZX Limited.
NZX Main Board The main board equity security market operated by NZX.
NZX Listing Rules The listing rules of NZX in relation to the NZX Main Board (or any
market in substitution for that market) in force from time to time, read
subject to any applicable rulings or waivers.
NZX Primary Market
Participant
Any company, firm, organisation, or corporation designated or approved
as a primary market participant from time to time by NZX.
Offer The accelerated non-renounceable entitlement offer of New Shares
detailed in this Offer Document, comprising the Institutional Entitlement
Offer and the Retail Entitlement Offer.
Offer Document This document.
Record Date Monday, 20 April 2020.

25
Registrar Link Market Services Limited.
Retail Entitlement
Offer
The offer of New Shares to Eligible Retail Shareholders.
Share A fully paid ordinary share in Vista.
Shareholder A registered holder of Shares.
Takeovers Code The Takeovers Code set out in the schedule to the Takeovers
Regulations 2000.
Underwriters Macquarie Securities (NZ) Limited and Craigs Investment Partners
Limited.
US Persons Has the meaning given in Rule 902(k) under the US Securities Act.
US Securities Act The U.S. Securities Act of 1933.
Vista Vista Group International Limited (company number 1353402).

NOTE:
• All references to time are to New Zealand time unless stated or defined otherwise.
• All references to currency are to New Zealand dollars unless stated or defined otherwise.
• All references to legislation are references to New Zealand legislation unless stated or defined
otherwise.
• 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.

26
PART 6: DIRECTORY

ISSUER
Vista Group International Limited
Level 3
60 Khyber Pass Road, Grafton
Auckland 1023
New Zealand

LEGAL ADVISORS
Chapman Tripp
Level 35, ANZ Centre
23-29 Albert Street
Auckland 1010
New Zealand




JOINT LEAD MANAGERS AND
UNDERWRITERS
Macquarie Capital (New Zealand)
Limited (as Arranger and Joint Lead
Manager) and Macquarie Securities
(NZ) Limited (as Underwriter)
Level 17
88 Shortland Street
Auckland 1010
New Zealand

Craigs Investment Partners Limited
(as Joint Lead Manager and
Underwriter)
Level 36
48 Shortland Street
Auckland 1010
New Zealand

If you have any queries about the Entitlements shown on the Entitlement and Acceptance
Form which accompanies this Offer Document, or how to apply online or complete the
Entitlement and Acceptance Form, please contact the Registrar at:
SHARE REGISTRAR
Link Market Services Limited

New Zealand
PO Box 91976
Auckland, 1142
New Zealand

Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
Telephone: +64 9 375 5998
www.linkmarketservices.co.nz
applications@linkmarketservices.co.nz

Australia
Locked Bag A14
Sydney South NSW 1235
Australia

Level 12
680 George Street
Sydney NSW 2000
Telephone: +61 1300 554 474
www.linkmarketservices.com.au
applications@linkmarketservices.co.nz

Vista Group International Limited
Level 3, 60 Khyber Pass Road
Newton, Auckland 1023
Phone: +64 9 984 4570
Email: info@vistagroup.co.nz
Website: www.vistagroup.co

---

VISTA GROUP EQUITY RAISING
16 April 2020

IMPORTANT NOTICE AND DISCLOSURE
Disclaimer
This presentation has been prepared by Vista Group International Limited (NZ company number 1353402, ARBN 600 417 203, tickerVGL (NZX and ASX)) (the “Company”) and is dated 16 April 2020. This
presentation has been prepared to provide: (i) additional comment on the financial performance and strategy of the Company due to the impacts of COVID-19; and (ii) information in relation to the placement
and accelerated entitlement offer of new shares in the Company (the “New Shares”) under clause 19 of Schedule 1 of the FinancialMarkets Conduct Act 2013 (“FMCA”) and section 708AA of the
Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Instrument 20-0366).
Information
This presentation contains summary information about the Company and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does
not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a product
disclosure statement under the FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in thispresentation is, or is based upon, information that has been released to NZX
Limited (“NZX”) and/or ASX Limited (“ASX”). This presentation should be read in conjunction with the Company’s annual report,market releases and other periodic and continuous disclosure
announcements, which are available at www.nzx.com and www.asx.com.au or https://www.vistagroup.co.nz.
Any decision to acquire New Shares should be made on the basis of the separate offer document to be lodged with NZX (the “Offer Document”). Any Eligible Shareholder who wishes to participate in the
offer should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and Entitlement and Acceptance Form accompanying the Offer Document or as otherwise
communicated to the shareholder. This presentation and the Offer Document do 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.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire the Company’s securities, and has been prepared without taking into account the
objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their
own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or other professional adviser if necessary.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No representations or
warranties are made as to the accuracy or completeness of such information.
Future performance
This presentation includes certain “forward-looking statements” about the Company and the environment in which the Company operates, such as indications of, and guidance on, future earnings and
financial position and performance. Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors, many of which are outside
of the Company’s control, and may involve significant elements of subjective judgement and assumptions as to future events whichmay or may not be correct. A number of important factors could cause
actual results or performance to differ materially from the forward-looking statements. No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking
statements. The forward-looking statements are based on information available to the Company as at the date of this presentation. Except as required by law or regulation (including the Listing Rules), the
Company undertakes no obligation to provide any additional or updated information whether as a result of new information, futureevents or results or otherwise.
2

IMPORTANT NOTICE AND DISCLOSURE (CONTINUED)
Non-GAAP financial information
Certain financial information included in this presentation is non-GAAP financial information. This non-GAAP financial information is not audited, and caution should be exercised as other companies may calculate
these measures differently. The non-GAAP financial information includes pro forma financial information to which certain adjustments have been made.
Vista Group International Limited’s financial information has been prepared in accordance with Generally Accepted Accounting Practice. It complies with the New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. Vista’s financial statements also comply with International Financial Reporting
Standards (IFRS).
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by the Company of any law. The
distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such restrictions.
Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” section of this presentation. None of the Company, any person named in this presentation or
any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.
Not for distribution or release in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Entitlements
and the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securitieslaws of any state or other jurisdiction of the United States, and may not be offered
or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act andapplicable US state securities laws.
Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.
Disclaimer: To the maximum extent permitted by law, each of the Company, the Underwriters, the Joint Lead Managers and their respectiveaffiliates, related bodies corporate, directors, officers, partners,
employees, agents and advisers disclaim all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damage which may be suffered by any person through use
of or reliance on anything contained in, or omitted from, this presentation.
None of the Underwriters, the Joint Lead Managers or any of their respective affiliates, related bodies corporate, directors,officers, partners, employees, agents or advisers have authorised, permitted or caused the
issue, submission, dispatch or provision of this presentation and none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any
statement by any of them.
The Company, the Underwriters, the Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no representation or warranty,
express or implied, as to the currency, accuracy, reliability or completeness of information in this presentation and, with regard to the Underwriters and the Joint Lead Managers and their respective advisers,
affiliates, related bodies corporate, directors, officers, partners, employees, shareholders, representatives and agents takenoresponsibility for any part of this presentation, the Placement or the Entitlement Offer.
The Underwriters, the Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no recommendations as to whether you or
your related parties should participate in the Placement or Entitlement Offer nor do they make any representations or warrantiesto you concerning the Placement or Entitlement Offer, and you represent, warrant
and agree that you have not relied on any statements made by the Underwriters, the Joint Lead Managers or their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents or
advisers in relation to the Placement and Entitlement Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.
Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice.
Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number ofmatters, including legal regimes and the discretion of the Underwriters and the Joint Lead
Managers. The Company, the Underwriters and the Joint Lead Managers disclaim all liability in respect of the exercise of thatdiscretion to the maximum extent permitted by law.
3

TABLE OF CONTENTS
Executive Summary5
Situation Overview6
Debt Facilities11
Equity Raising12
Summary16
Key Risks17
Appendix: Foreign Selling Restrictions 21
4

EXECUTIVE SUMMARY
5
INTRODUCTION
•Vista Group has been profitable and grown revenue each year since its 2014 listing on the NZX and ASX
•Vista Group entered the COVID-19 pandemic with good stakeholder support and a strong underlying business as a global leader in
software and data solutions for the film industry
•Vista Group intends to exit the pandemic well positioned to extend its global market share
IMPACT OF
COVID-19
•The impact of COVID-19 on the film industry globally has been substantial and is expected to be material on the operational and
financial performance of Vista Group
•Almost all of Vista Group’s customers are either closed or significantly impacted by the COVID-19 pandemic and will take time to
recover. Vista Group is actively engaging with its customers to help support them through this difficult time. While Vista Groupexpects
to continue booking revenue, it is working with customers to manage their payment schedules
EQUITY RAISING
•Vista Group is undertaking an equity raise to improve balance sheet strength and financial flexibility with a view of supportingthe
business through to 31 December 2021
•The equity raising comprises a fully underwritten $25 million placement and a $40 million pro rata accelerated entitlement offer
•Founders, directors and senior management have committed to subscribe for $4.7 million of new shares, with the balance of the
equity raise fully underwritten by Macquarie Capital (New Zealand) Limited (acting through and in conjunction with its affiliates) and
Craigs Investment Partners Limited
•Vista Group will have liquidity post the equity raising of approximately $125 million comprising cash and existing undrawn facilities
($18 million of which is specifically available to fund the SaaS development project). In addition Vista Group has engaged with,and
continues to be well supported by, its debt provider
•The equity raising combined with the previously announced measures to reduce operating costs, defer certain capital expenditure
projects and cancelling the FY19 final dividend provide a comprehensive plan to strengthen and provide liquidity to the businessin
order to remain well capitalised during this difficult time and position Vista Group for growth post COVID-19
OPERATIONAL
INITIATIVES
•Vista Group has undertaken a range of cost control measures and will continue to re-assess its cost base on an ongoing basis
•Vista Group has taken up, or will take up, appropriate government support in the various jurisdictions in which it operates

SITUATION OVERVIEW
6

STRONG UNDERLYING BUSINESS
STRONG
UNDERLYING
BUSINESS
•Vista Group's software is essential to the efficient operations of its cinema customers
•Vista Cinema is the largest global provider of enterprise software for cinemas
•Vista Group has strong customer relationships, including 90+ customers with relationships longer than 10 years
•Vista Cinema has a 51% share in the enterprise cinema market (excluding China) and is well positioned to capture any
future market growth
•Movio customers include 7 of the 10 largest cinema groups in the world (excluding China) and 4 of the 5 largest studios
•Vista Group has customers in 116 countries
•Vista Group had 61% recurring revenue in 2019
•Vista Group has been profitable and has grown revenue each year since its 2014 listing on the NZX and ASX
7

COVID-19 PANDEMIC IMPACTS
MARKET
•The COVID-19 pandemic, and actions taken by governments in response, are having a substantial impact on the customers
of Vista Group –and hence on the performance of the Group
•Due to the uncertainty and unpredictability of the spread of the COVID-19 pandemic globally, the duration of cinema
closures and future demand are equally unpredictable
CUSTOMERS
•Almost all of Vista Group’s customers are either closed or significantly impacted by the COVID-19 pandemic and will take
time to recover
•Vista Group has actively engaged customers to discuss their current business situation and what support they require
during, and in the period following, the COVID-19 pandemic
•Vista Group continues booking revenue, however it is working with customers to manage their payment schedules
•Many customers are unable to pay current and overdue trade balances on time, and have difficulty indicating when, or if,
they will be in a position to do so
•Vista Group companies serving the studio segment of the film industry –MACCS and Powster–at this point, continue to
trade satisfactorily
PEOPLE
•All staff in all countries are working from home and over 80% are working reduced hours for reduced pay
•The New Zealand Government wage subsidy is helping to offset labour costs
PRODUCT
•Vista Group is hosting webinars and has developed content specifically to support customers through the process of
reopening cinemas for business
•Vista Group is also addressing contactless purchasing and social distancing through its products and enabling customers to
implement operational changes to support a “new normal”
8

OPERATIONAL INITIATIVES IN RESPONSE TO COVID-19
•In response to evolving market conditions, Vista Group has proactively identified and, where applicable, commenced cost control measures including:
•Additional cost reduction measures may need to be implemented depending on the length and severity of the COVID-19 impact on theindustry, and
Vista Group will continue to re-assess its position on an ongoing basis
•Once the market recovers, some of these cost control measures may be reversed to ensure the business is best positioned to capitalise on both near
and long term revenue opportunities
IMPLEMENTING
PEOPLE COST
SAVINGS
(ESTIMATED $2.2
MILLION FOR APRIL)
•The Directors have reduced their remuneration by 30%
•The Chief Executive Officer has voluntarily reduced his salary by 30% and the senior leadership team have
voluntarily reduced their salaries by 25%
•Over 80% of staff volunteered to work reduced hours (for reduced pay)
•Vista Group has received the Government’s wage subsidy for all of its New Zealand employees and will seek to
access all government subsidies available in other jurisdictions in which it operates
LIMITING OTHER
OPERATING COSTS
AND ENSURING
CASH FLOW
SUPPORT
•Hiring and salary freezes are in place
•Contractor resources have been terminated, except where they were required for essential work
•The agreement to acquire a further 14.5% of Vista China has been cancelled
•Non-essential capital expenditure and marketing spend has been deferred
•Vista Group has requested and received payment in advance of two quarters worth of the Callaghan Innovation
Research and Development Funding for 2020
•Vista Group has been extended relief from any penalties or interest arising from delay in payment of New Zealand
taxes due to COVID-19 and will seek similar relief in the other jurisdictions in which it operates
•All landlords and suppliers of the Vista Group have been contacted with a view to either reducing costs payable
and/or improving payment terms
9

WELL POSITIONED FOR RECOVERY POST COVID-19
WELL POSITIONED
FOR RECOVERY
POST COVID-19
•Following the equity raise, Vista Group will be well capitalised in order to take advantage of opportunities that arise during
the recovery post COVID-19
•Vista Group is the leading provider of software and data analytics solutions to the global film industry
•Vista Group has a large and loyal global client base
•Providing business critical software which is essential for the cinemas to re-open for business
•As Vista Group’s software is business critical to its customers, it is anticipated that collections will resume as cinemas begin
to re-open
•Vista Group is actively working to support cinema customers with solutions that support potential revenue streams while
cinemas remain closed
•Two new license and implementation contracts (>$1 million each) have been signed within the last two months –one in Asia
and one in Europe. Management remain confident that despite delays associated with the COVID-19 pandemic, it is
expected that these contracts (and others already in place) will proceed
•Vista Group has strong support from its debt provider
•Supported by a talented and committed board and management team with a track record of delivering growth
10

DEBT FACILITIES
OVERVIEW
•Vista Group has cash balances of $40 million as at 31 March 2020
•Vista Group currently has $31 million of debt
•Vista Group has $23 million headroom available under its current debt
facilities, of which $18 million is specifically available to fund the SaaS
development project
•All existing debt facilities mature in January 2023
•Vista Group has engaged with and continues to be well supported by
its debt provider, ASB, through existing facilities
•Vista Group has received an amendment to the Group coverage ratio
through to 31 December 2021
•Following the equity raise, Vista Group will remain comfortably within
its other key covenants through to December 2021 under downside
scenarios
1. ASB facilities relating to the acquisition of Vista Latam (limit US$4.0 million) and MACCS (limit €3.0 million)
CURRENT HEADROOM
Debt facility ($m)
Drawn at
31 March
2020
LimitHeadroom
Tranche A
Future acquisitions /
working capital
(17)
(32)3
MACCS / Latam
facilities
1
from
acquisition
(12)
Tranche B
SaaS(2)(20)18
Overdraft
-(2)2
Total
(31)(54)23
Cash
40
Net cash
9
11

EQUITY RAISING
12

EQUITY RAISING DETAILS
OFFER SIZE AND STRUCTURE
•$65 million fully underwritten equity raising, comprising:
‒A $25 million institutional placement (“Placement”)
‒1 for 4.37 pro-rata accelerated entitlement offer to raise approximately $40 million (“Entitlement Offer”)
•Approximately 61.9 million new ordinary Vista shares (New Shares) will be issued under the equity raising
OFFER PRICE
•$1.05 per New Share (the Offer Price), representing:
‒19.5% discount to TERP
1
of $1.31
‒25.0% discount to the last closing price of $1.40 on 15 April 2020
•The Australian dollar offer price for eligible institutional and retail shareholders will be the Australian dollar equivalentof$1.05
determined using a closing AUD/NZD exchange rate on 16 April 2020 and announced by Vista on 17 April 2020
INSTITUTIONAL ENTITLEMENT
OFFER
•Eligible institutional shareholders will be invited to take up their entitlements in an accelerated Institutional EntitlementOffer
•The Entitlement Offer is non-renounceable and any entitlements not taken up will lapse
RETAIL ENTITLEMENT OFFER
•Eligible retail shareholders in Australia and New Zealand will be sent offer materials and invited to take up their entitlements
in a Retail Entitlement Offer
•Eligible retail shareholders may also apply for additional new shares in excess of their entitlement, at the Offer Price, up to a
maximum of 40% over their pro-rata entitlement
•The rights will not be quoted on NZX or ASX and there will be no shortfall bookbuild for those entitlements not taken up by
eligible retail shareholders or the entitlements of ineligible retail shareholders (the Offer is non-renounceable and any
entitlements not taken up will lapse)
RANKING
•New Shares will rank equally with existing fully paid ordinary shares from date of issue
RECORD DATE
•Entitlement Offer is open to existing eligible Vista shareholders on the register as at 7.00pm NZT on the Record Date of 20
April 2020
1. TERP is the Theoretical Ex-Rights Price at which Vista ordinary shares would trade immediately after the ex-rights date for the Entitlement Offer. TERP is calculated with reference to Vista’s closing share price of NZ$1.40 on 15 April 2020 and
includes all new shares issued under the equity raising. TERP is a theoretical calculation only and the actual price at whichVista ordinary shares will trade immediately after the ex-rights date for the Entitlement Offer will depend on many factors and
may not be equal to TERP
UNDERWRITING
•Founders, directors and senior management have committed to subscribe for $4.7 million of New Shares, with the balance of
the equity raising fully underwritten by Macquarie Capital (New Zealand) Limited (acting through and in conjunction with its
affiliates) and Craigs Investment Partners Limited on customary terms for an offer of this nature
13

PRO FORMA FINANCIAL PROFILE -CAPITAL STRUCTURE
LIQUIDITY
PRO FORMA CAPITALISATION AND LIQUIDITY
Debt facility ($m)31 March 2020
Impact of equity
raise
2
Pro Forma
Cash
4062102
Available undrawn debt
2323
Available liquidity
1
63125
Available liquidity
(excluding SaaS)
45107
Cash
4062102
Drawn debt
(31)(31)
Net cash
96271
Sources$mUses$m
Equity raising65Transaction costs3
Cash 62
Total sources65Total uses65
•Proceeds from the equity raise combined with existing cash on hand and
currently available and undrawn debt facilitiesprovide Vista Group with
total Pro Forma adjusted liquidity of approximately $125 million, and
approximately $107 million excluding the SaaS development facility
•The additional liquidity provided by the equity raise is expected to provide
Vista Group with the ability to meet its cash flow obligations to 31
December 2021 under downside scenariosand provide flexibility to
commence capital spend, continued SaaS conversion and growth
projects in line with recovery post COVID-19
1. Includes $18 million which can only be drawn for identified SaaS development projects.2. Equity raise net of transaction costs of $3 million.
14

EventDate
Announcement of equity raising and trading halt pre market open
Thursday, 16 April 2020
Record date for the Entitlement Offer
Monday, 20 April 2020
Institutional Entitlement Offer and Placement
Institutional Entitlement Offer and Placement opens
Thursday, 16 April 2020
Institutional Entitlement Offer and Placement closes
Thursday, 16 April 2020
Trading halt lifted and shares recommence trading on NZX on an ‘ex-entitlement’ basis
Friday, 17 April 2020
Trading halt lifted and shares recommence trading on ASX on an ‘ex-entitlement’ basis
Monday, 20 April 2020
ASX settlement Thursday, 23 April 2020
NZX settlement, NZX and ASX allotment and commencement of trading of new sharesFriday, 24 April 2020
Retail Entitlement Offer
Retail Entitlement Offer opensThursday, 23 April 2020
Offer Document dispatched to Eligible Retail ShareholdersThursday, 23 April 2020
Retail Entitlement Offer closesTuesday, 5 May 2020
ASX settlement
Tuesday, 12 May 2020
NZX settlement, NZX and ASX allotment and commencement of trading of new shares on NZX
Wednesday, 13 May 2020
Commencement of trading of new shares on ASX
Thursday, 14 May 2020
EQUITY RAISING TIMETABLE
15

SUMMARY
1. OPERATING COST
CONTROL
MEASURES
•Director and senior leadership salary reductions
•Strong staff uptake of reduced hours, with over 80% of staff across Vista Cinema and Movio having agreed to reduced
hours for reduced pay
•Vista Group continues to actively manage its cost base and will take further measures as required
•Cancelled agreement to acquire a further 14.5% of Vista Entertainment Solutions (Shanghai) Limited (“Vista China”)
•Discretionary capital expenditure has been suspended
•Contractor and outsourced development resources ceased with immediate effect in March
•Vista Group drew down $20 million from committed bank facilities
•Vista Group has an additional $23 million available ($18 million to specifically fund the SaaS development project)
•Cancellation of FY19 dividend. The Board will continue to review payment of dividends in future as it continues to monitor
the impact of the COVID-19 outbreak on the film industry globally
4. EQUITY RAISING
•Vista Group believes it is prudent to pursue measures that improve balance sheet flexibility given the uncertain economic
outlook
•A $65 million equity raising will strengthen its balance sheet and Vista Group believes this will ensure it remains well
capitalised during this period
•Following the equity raise, Vista Group will have liquidity of approximately $125 million comprising cash and existing un-
drawn facilities and expects to have sufficient liquidity to cover payments and meet all capital requirements through to 31
December 2021 under downside scenarios
•Vista Group has announced a number of proactive initiatives summarised below to strengthen its liquidity and balance sheet inlight of the COVID-19
pandemic. The Board believes it prudent to also pursue an equity raising to improve balance sheet flexibility and ensure it remains well capitalised
and is well placed to trade and take advantage of opportunities in the post COVID-19 period.
•While the pandemic will impact trading conditions, Vista Group believes the combined initiatives will provide it with sufficientadditional liquidity and
headroom and enable the business to perform well into the future.
2. CAPITAL
EXPENDITURE
3. CAPITAL
STRUCTURE
INITIATIVES
16

KEY RISKS
17

INTRODUCTION
•This section outlines the key risks associated with the equity raising. These risks could have an effect on the performance of the Vista Group share
price as well as the financial performance and earnings of Vista Group. While this section sets out the key risks identified by Vista Group in relation
to the equity raising, it does not (and does not purport to) outline all risks associated with an investment in Vista Group shares, the future operating
or financial performance of Vista Group, the equity raising or general market or industry risks. Some risks may be unknown and other risks,
currently believed to be immaterial, could turn out to be material
•Investors should be aware that the spread of COVID-19, its effect on the global economy and actions taken in response by governments around
the world, has had a material adverse effect on Vista Group’s customers’ businesses and in turn Vista Group, its financial performance and
position, liquidity, financial condition and operations. It is not currently clear when these negative impacts will begin to abate. It is also likely that
there will be further unforeseen negative impacts as COVID-19 continues to spread and the broader economic impacts of the COVID-19 become
apparent. There is no certainty as to the severity or likelihood of any such unforeseen impacts arising nor whether any mitigating action will be
effective or can be taken
•In light of the COVID-19 pandemic, extra caution should be taken when assessing the risks associated with investment. The rapidly changing
COVID-19 situation is bringing unprecedented challenges to global financial markets, and the economy as a whole. Capital marketshave seen
equity securities suffer from spikes in volatility and significant price decline
•Before deciding whether to invest in Vista Group shares, you must make your own assessment of the risks associated with an investment in Vista
Group, including the inherent uncertainties as to the impact of COVID-19 noted above, and consider whether such an investment issuitable for you
having regard to all publicly available information (including this presentation and other information available on the NZX and ASX websites), your
personal circumstances and following consultation with a financial or other professional adviser
KEY RISKS RELATING TO THE EQUITY RAISING
18

KEY RISKS RELATING TO THE EQUITY RAISING
Customer risk
•Vista Group’s ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, the success of motion
picture exhibitors and the cinema experience of the public generally. Vista Group derives a significant portion of its revenue from large
exhibitors or cinema circuits. Many of Vista Group’s core customers are located in regions which have been heavily affected by the spread
of the COVID-19 pandemic, such as North America, Europe and Asia. As a result of the COVID-19 pandemic, the majority of cinemas
globally have been closed. A number of Vista Group’s existing customers have requested concessions to payment terms or discountsto
recurring fees in response to the cash flow challenges caused by the COVID-19 pandemic. Vista Group is working closely with its customer
base to provide appropriate relief, whilst seeking to reserve its position in respect of amounts contractually owed to it. However, there is a
risk that Vista Group is not able to recover all amounts owed to it due to its customers’ financial distress, including wherethose customers
suffer insolvency
•The impact of the COVID-19 pandemic on the motion picture industry and associated cash flow challenges facing many of Vista Group’s
existing or potential customers means there is likely to be significantly lower demand for new software or services in the shortterm. It is
unclear when demand for products and services will resume to normal expectations
•It is unclear how long restrictions on the operations of Vista Group’s existing and potential customers and the resulting financial distress as
a result of COVID-19 will last, or how and when those customers will resume normal operations. It is also difficult to predict how the cinema
experience will change as a result of the experience of the COVID-19 pandemic in each of the jurisdictions in which Vista Group’s
customers operate. Vista Group will need to adapt to new market conditions post the COVID-19 pandemic and, in particular, will need to
match products and services to customer needs that may change significantly as a result of the COVID-19 pandemic.
•Each of the factors outlined above could have a material adverse effect on Vista Group’s financial position and performance. However, due
to the fluid nature of the COVID-19 pandemic, the duration of closures of Vista Group key customers' cinemas, and the impact on their
future demand, it is difficult for Vista Group to quantify the underlying impact that the COVID-19 pandemic will have on Vista Group’s FY20
and FY21 earnings
Business disruption risk
•Operational cost optimisation and acquisition deferrals aimed at minimising Vista Group’s cost footprint have been carefully considered so
as to minimise disruption to its core operations. While Vista Group is proactively and carefully considering all of the actions it takes in
response to the COVID-19 pandemic, these actions and the impact of the COVID-19 pandemic on the way businesses operate generally
may negatively affect the ability of the Group and its customers to operate effectively, which may in turn have a material adverse effect on
Vista Group's operating performance and earnings
•Vista Group’s trading performance once cinemas reopen may be worse than anticipated, whether due to demand being slower to return or
the need for greater discounting and customer incentives than anticipated, cost reductions having a negative impact on the Group’s ability
to recommence operations effectively or other unforeseen factors. If these factors arise, they could have a material adverse effect on Vista
Group’s financial position and performance
19

KEY RISKS RELATING TO THE EQUITY RAISING
Banking support risk
•Vista Group has a strong and supportive relationship with its bank, ASB. If the offer proceeds, Vista Group anticipates it will have sufficient
liquidity to comply with its financial covenants to 31 December 2021. Vista Group currently has outstanding debt of $31 million,with the
earliest maturity arising in 2023. This includes the debt balance of $12 million relating to the acquisitions of MACCS and VistaLatam
•Vista Group’s model anticipates that the Group will have sufficient liquidity to achieve full compliance of its existing covenants on the
outstanding debt balance however there remains the risk that the implications of the COVID-19 pandemic on Vista Group are worse than
anticipated and covenants are not met. In this case Vista Group may be unable to retain the support of its bank and have to refinance its
debt on less favourable terms or access additional equity or debt funding which could have adverse effects on Vista Group’s operational
performance and earnings
Capital sufficiency risk
•Vista Group has undertaken a capital sufficiency modelling exercise to assist in determining the optimal equity raise size. Based on its
modelling, Vista Group expects to have sufficient liquidity to meet capital requirements under downside scenarios, and support operations
through to 31 December 2021
•The model is based on what Vista Group considers to be a conservative set of assumptions and considers many COVID-19 scenarios.
However, there remains the risk that the negative impacts of the COVID-19 pandemic far exceed expected levels, and cost-out assumptions
cannot be met, or receivable collection periods are longer than expected. In the unlikely event of this scenario materialising, the Group may
have insufficient liquidity to meet capital and operational requirements. Vista Group would re-assess balance sheet strength andmay seek
to access additional equity or debt funding which could have adverse effects on Vista Group’s operating performance and earnings
•If the Offer does not proceed, Vista Group is likely to breach its banking covenants by late 2020. If this breach occurred, Vista Group is
likely to not be able to retain the support of its bank, including for any necessary covenant relief, and may have to refinance its debt on less
favourable terms, or alternatively access additional equity or debt funding which could have an adverse effect on Vista Group’s financial
position and performance
20

APPENDIX:
FOREIGN SELLING RESTRICTIONS
21

FOREIGN SELLING RESTRICTIONS
This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. In particular, this 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.
AUSTRALIA
This Offer is being made to Australian resident Shareholders without a prospectus in accordance with section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC
Corporations (Non-Traditional Rights Issue) Instrument 2016/84 and ASIC Instrument 20-0366). This document is not a prospectus, product disclosure statement or any other form of
disclosure document regulated by the Corporations Act and has not been and will not be lodged with ASIC. Accordingly, this document may not contain all information which a
prospective investor may require to make a decision whether to subscribe for New Shares and it does not contain all of the information which would otherwise be required by Australian
law to be disclosed in a prospectus. Neither ASIC or ASX take any responsibility for the contents of this document.
CANADA (BRITISH COLUMBIA, ONTARIO AND QUEBEC PROVINCES)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the “Provinces”) and to those persons to whom they may be
lawfully distributed in the Provinces, and only by persons permitted to sell such New Shares.This document is not, and under no circumstances is to be construed as, an advertisement
or a public offering of securities in the Provinces.This document may only be distributed in the Provinces to persons that are“accredited investors” within the meaning of NI 45-106 -
Prospectus Exemptions, of the Canadian Securities Administrators.
No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and
any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such New Shares.Any person in the Provinces lawfully participating
in the Offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filedand receipted by the securities regulator in the applicable
Province.Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in
accordance with exemptions from dealer registration and prospectus requirements.These resale restrictions may in some circumstances apply to resales of the New Shares outside
Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
Vista Group International Limited ("Vista") as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of
process within Canada upon Vistaor its directors or officers.All or a substantial portion of the assets of Vista and such persons may be located outside Canada and, as a result, it may
not be possible to satisfy a judgment against Vistaor such persons in Canada or to enforce a judgment obtained in Canadian courts against Vista or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with New Zealand Equivalents to International Financial Reporting Standards and also comply
with International Financial Reporting Standards, except for certain non-GAAP financial information, including pro forma financial information to which certain adjustments have been
made.Unless stated otherwise, all dollar amounts contained in this document are in New Zealand dollars.
22

FOREIGN SELLING RESTRICTIONS
CANADA (BRITISH COLUMBIA, ONTARIO AND QUEBEC PROVINCES) CONT.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may haveatlaw, rights of rescission or to damages, or both, when an
offering memorandum that is delivered to purchasers contains a misrepresentation.These rights and remedies must be exercised within prescribed time limits and are subject to the
defensescontained in applicable securities legislation.Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the
particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario.InOntario, every purchaser of the New Shares purchased
pursuant to this document (other than (a) a “Canadian financial institution” or a “Schedule III bank” (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a
subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, exceptthe voting securities required by law to be owned by the
directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against Vistaif this document or any amendment thereto contains a misrepresentation.If
a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against Vista.This right of action for rescission or damages is in
addition to and without derogation from any other right the purchaser may have at law.In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains
a misrepresentation, a purchaser who purchases the New Shares during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at
the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against Vista, provided that (a) Vistawill not be liable if it proves that
the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, Vistais not liable for all or any portion of the damages that Vistaproves
does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at
which the New Shares were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the
date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had
knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave risetothe cause of action.These rights are in addition to and not in
derogation from any other right the purchaser may have.
Certain Canadian income tax considerations.Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connectionwith the
transaction, holding or disposition of the New Shares as any discussion of taxation related matters in this document is not acomprehensive description and there are a number of
substantive Canadian tax compliance requirements for investors in the Provinces.
Language of documents in Canada.Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in
any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only.Par la réceptionde ce
document, chaqueinvestisseurcanadienconfirmepar les présentesqu'ila expressémentexigéque tousles documents faisantfoiouse rapportantde quelquemanière que cesoitàla
vente des valeursmobilières décritesaux présentes(incluant, pour plus de certitude, touteconfirmation d'achatoutout avis) soientrédigésenanglaisseulement.
23

FOREIGN SELLING RESTRICTIONS
HONG KONG
WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offer. If you are in
any doubt about any of the contents of this document, you should obtain independent professional advice.
This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) (the
“C(WUMP)O”), nor has it been authorisedby the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the
“SFO”). No action has been taken in Hong Kong to authoriseor register this document or to permit the distribution of this document or any documents issued in connection with it.
Accordingly, (i) the New Shares may not be offered or sold in Hong Kong by means of this document or any other document other than (a) to "professional investors" as defined in the
SFO and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the C(WUMP)O or which do not constitute
an offer to the public within the meaning of the C(WUMP)O; and (ii) no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the New Shares which is directed at, or the contents of which are likely to be accessed orread by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to the New Shares which are or are intended to be disposed ofonly to persons outside Hong Kong or only to
“professional investors” as defined in the SFO and any rules made under the SFO.
No person allotted New Shares may sell, or offer to sell, such shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of
such shares.
NORWAY
This document has not been, and will not be, registered with or approved by Finanstilsynet(the Financial Supervisory Authority of Norway) and it does not constitute a prospectus under
the Prospectus Regulation (Regulation (EU) 2017/1129) or the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document may not be made available, nor
may the New Shares be offered for sale, directly or indirectly, in Norway other than under circumstances that are exempted from the prospectus requirements under the Prospectus
Regulation and the Norwegian Securities Trading Act. Any offering of New Shares in Norway is limited to persons who are "qualified investors" as defined in the Prospectus Regulation.
Only such persons may receive this document and they may not distribute it or the information contained in it to any other person.
UNITED STATES
This document may not be released or distributed in the United States. This document does not constitute an offer to sell, ora solicitation of an offer to buy, securities in the United
States. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
24

FOREIGN SELLING RESTRICTIONS
SINGAPORE
This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the New Shares may not be offered or sold or made the subject of an
invitation for subscription or purchase, nor may this document and any other document and any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the New Shares be circulated or distributed, whether directly or indirectly, nor may the New Sharesbe offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) existing shareholders of record of New Shares pursuant to Section 273(1)(cd) of the
Securities and Futures Act (Cap. 289) of Singapore, as modified or amended from time to time (“SFA”) or (ii) pursuant to, andinaccordance with, the conditions of an exemption under
any provision of Subdivision (4) of Division 1 of Part XIII of the SFA.
Notification under Section 309B(1)(c) of the SFA –In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(the CMP Regulations 2018), Vista has determined the classification of the New Shares as prescribed capital markets products (asdefined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
UNITED KINGDOM
Neither this document nor any other document relating to the Offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within
the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”) has been published or is intended to be published in respect of the New Shares.
This document is issued on a confidential basis to “qualified investors” (within the meaning of Section 86(7) of the FSMA) inthe United Kingdom, and the New Shares may not be offered
or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus
pursuant to Section 86(1) of the FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any
other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only
been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which Section 21(1) of the
FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article
19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”),(ii) who fall within the categories of persons referred to in
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”).
The investments to which this document relates are available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
25

---

Vista Group International Limited
Corporate Action Notice
Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Vista Group International Limited
Class of Financial Product VGL
NZX ticker code Ordinary Shares
ISIN (If unknown, check on NZX
website)
NZVGLE0003S1
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue

Capital
reconstruction
Non
Renounceable
Rights issue
X
Call Bonus issue
Record date Monday, 20 April 2020
Ex-Date (one business day before the
Record Date)
Friday, 17 April 2020
Currency NZD
Section 2: Rights issue (delete if not applicable)
Number of Rights to be issued Approximately 38,139,099 (subject to rounding)
Number of Financial Products to be
issued under the Rights issue
Approximately 38,139,099 Ordinary Shares (subject
to rounding)
ISIN of Rights Security (if applicable) N/A
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 4.37
Treatment of fractions Where fractions arise in the calculation of
entitlements, they will be rounded down to nearest
share.
Subscription price NZ$1.05 per share.
Letters of entitlement mailed The Offer Document and Entitlement and
Acceptance Form will be sent to eligible retail
shareholders on or about Thursday, 23 April 2020.
Offer close Institutional Entitlement Offer – Thursday, 16 April
2020
Retail Entitlement Offer – Tuesday, 5 May 2020
Quotation Date (if applicable) Market open on:
N/A
Allotment Date New Shares under the Institutional Entitlement Offer
– Market open on Friday, 24 April 2020

2 of 2
New Shares under the Retail Entitlement Offer –
Market open on Wednesday, 13 May 2020
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Kelvin Preston – General Counsel
Contact person for this announcement Kelvin Preston – General Counsel
Contact phone number +64 9 967 4113
Contact email address Kelvin.Preston@vista.co
Date of release through MAP 16/04/2020

---

This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities

+ See chapter 19 for defined terms
31 January 2020 Page 1
Appendix 3B
Proposed issue of +securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Similarly, if you are an entity incorporated outside Australia,
the +securities proposed to be issued are in an existing class of +security but the event timetable
includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN
code for the rights and/or the deferred settlement +securities. Further information on the requirement
for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create
the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
1. PART 1 – ENTITY AND ANNOUNCEMENT DETAILS
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules
Vista Group International Limited (“VGL”)
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ARBN 600 417 203
1.3 *ASX issuer code VGL
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in
Q1.4 above. A reason must be
provided for an update.
N/A
1.4b *Date of previous
announcement to this update
Mandatory only if “Update” ticked in
Q1.4 above.
N/A
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 2
1.4d *Date of previous
announcement to this
cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
N/A
1.5 *Date of this announcement 16 April 2020
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your listing adviser if you are
unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☒ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☐ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
☒ Non-renounceable
☐ Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
☒ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)

+ See chapter 19 for defined terms
31 January 2020 Page 3
2. PART 2 – DETAILS OF PROPOSED +BONUS ISSUE
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be
issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1 *Are any of the following approvals required
for the +bonus issue to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.

2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before business day 0 of
the Appendix 7A bonus
issue timetable.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)

+ See chapter 19 for defined terms
31 January 2020 Page 4
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1 *Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.

2B.2 *Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)

2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).

2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)

Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).

2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.

2C.4 *Record date
Same as Q2C.1 above

+ See chapter 19 for defined terms
31 January 2020 Page 5
2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.

2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.

2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).

Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?

2D.1a
Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.

2D.2
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).

2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue

2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.

2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue

2D.5 Any other information the entity wishes to
provide about the proposed +bonus issue

+ See chapter 19 for defined terms
31 January 2020 Page 6
3. PART 3 – DETAILS OF PROPOSED ENTITLEMENT OFFER
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please
complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B
and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your
response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective
timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1 *Are any of the following approvals required
for the entitlement offer to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before
+
business day 0
of the relevant Appendix
7A entitlement offer
timetable.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)

+ See chapter 19 for defined terms
31 January 2020 Page 7
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.

3B.2 *Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)

3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).

3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐Fractions rounded up to the next whole
number
☐Fractions rounded down to the nearest
whole number or fractions disregarded
☐Fractions sold and proceeds distributed
☐Fractions of 0.5 or more rounded up
☐Fractions over 0.5 rounded up
☐Not applicable
3B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)

3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.

3B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.

3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

3B.9 *Has the offer price been determined? Yes or No
3B.9a *What is the offer price per +security?
Answer this question if your response to Q3B.9 is “Yes”
using the currency specified in your answer to Q3B.8.

+ See chapter 19 for defined terms
31 January 2020 Page 8
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.

Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)

3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.

3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis

3C.4 *Record date
Same as Q3C.1 above

3C.5 *Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
12pm Sydney time that the offer documents have been
sent or will have been sent by the end of the day.

3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.

3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date.

3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.

3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends

+ See chapter 19 for defined terms
31 January 2020 Page 9
3C.10 *Last day for entity to announce the results
of the offer to ASX, including the number
and percentage of +securities taken up by
existing +security holders and any shortfall
taken up by underwriters or other investors
No more than 3 business days after the offer closing
date

3C.11 *Issue date
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.

3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.

3C.13
*First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).

Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
VGL fully paid ordinary shares
3D.2 *Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
VGL fully paid ordinary shares
3D.3 *Has the offer ratio been determined? Yes
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
1 for 4.37
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
N/A

+ See chapter 19 for defined terms
31 January 2020 Page 10
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☒ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
38,139,099
3D.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
Eligible Retail Shareholders who have taken
up all of their Entitlements in full may apply
for additional New Shares up to 40% of their
entitlement by completing the appropriate
section on the Entitlement and Acceptance
Form, or as directed via the online
application, and applying for additional New
Shares at the Offer Price. Payment must be
made for both your Entitlements and any
additional New Shares for which you wish to
apply.
3D.7 *Will a scale back be applied if the offer is
over-subscribed?
No
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
N/A
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZD
3D.9 *Has the offer price for the institutional offer
been determined?
Yes
3D.9a *What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes” using the currency specified in your answer to
Q3D.8.
NZD$1.05
3D.9b *How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
N/A
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
No

+ See chapter 19 for defined terms
31 January 2020 Page 11
3D.9d *Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q5B.9c is “Yes”.
N/A
3D.10 *Has the offer price for the retail offer been
determined?
Yes
3D.10a
*What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes” using the currency specified in your answer to
Q3B.8.
NZD$1.05
3D.10b *How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.
N/A
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
16 April 2020
3E.1b *Announcement date of accelerated offer 16 April 2020
3E.2 *Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
17 April 2020 on NZX, 20 April 2020 on ASX
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only

3E.4 *Rights trading commences
For PAITREO offers only

3E.5 *Date offer will be made to eligible
institutional +security holders
16 April 2020
3E.6 *Application closing date for institutional
+security holders
16 April 2020
3E.7 *Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers

3E.8 *Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.
17 April 2020

+ See chapter 19 for defined terms
31 January 2020 Page 12
3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A sections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).
20 April 2020
3E.10
*Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.
23 April 2020
3E.11 *+Issue date for institutional +security
holders
24 April 2020
3E.12
*Normal trading of new +securities issued
under institutional entitlement offer
24 April 2020
3E.13 *Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by 12pm Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.
23 April 2020
3E.14 *Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
5 May 2020
3E.15 *Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date.

3E.16 *Rights trading end date
For PAITREO offers only

3E.17 *Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date

3E.18 *Entity announces results of the retail offer
to ASX, including the number and
percentage of +securities taken up by
existing retail +security holders
8 May 2020
3E.19 *Bookbuild for any shortfall (if applicable)
For all offers except JUMBO, ANREO

3E.20 *Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO

+ See chapter 19 for defined terms
31 January 2020 Page 13
3E.21 *+Issue date for retail +security holders
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date. This is the last day for the entity to
issue the securities taken up in the pro rata issue and
lodge an Appendix 2A with ASX to apply for quotation
of the securities. Deferred settlement trading will end at
market close on this day.
13 May 2020
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.

3E.23 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).

Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1 *Will there be a lead manager or broker to
the proposed offer?
Yes
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
Macquarie Capital (New Zealand) Limited
(acting through and in conjunction with its
affiliates) and Craigs Investment Partners
Limited
3F.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
Combined fee for acting as lead managers
and underwriters of 2.6% of the gross
proceeds of the offer (except to the extent of
the commitment by founders, directors and
senior management of VGL outlined below)
3F.2 *Is the proposed offer to be underwritten? Yes
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
Macquarie Capital (New Zealand) Limited
(acting through and in conjunction with its
affiliates) and Craigs Investment Partners
Limited
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
Founders, directors and senior management
of VGL have committed to subscribe for $4.7
million of new shares, with the balance of
the equity raise fully underwritten by
Macquarie Capital (New Zealand) Limited
(acting through and in conjunction with its
affiliates) and Craigs Investment Partners
Limited

+ See chapter 19 for defined terms
31 January 2020 Page 14
3F.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
Combined fee for acting as lead managers
and underwriters of 2.6% of the gross
proceeds of the offer (except to the extent of
the commitment by founders, directors and
senior management of VGL outlined above)
3F.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
Refer to the Underwriting Agreement
summary in the Offer Document
3F.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.
N/A
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.

3F.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.

3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
3F.3a
*Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
Dollar based ($) or percentage based (%)

+ See chapter 19 for defined terms
31 January 2020 Page 15
3F.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
$
3F.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.
%
3F.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.

3F.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer

Part 3G – Proposed entitlement offer – further information
Question
No.
Question Answer
3G.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
VGL intends that the proceeds raised from the Offer
will be applied to enhance its balance sheet strength
and financial flexibility with a view to supporting the
business through to 31 December 2021

3G.2 *Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?
No
3G.2a
*Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.

3G.3 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No

+ See chapter 19 for defined terms
31 January 2020 Page 16
3G.3a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.

3G.4 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
All countries except Australia and New
Zealand and such other jurisdictions (which
will include Canada, Hong Kong, Norway,
Singapore and UK, in each case to
shareholders that are not in the United
States unless they are an Eligible US Fund
Manager in which VGL decides to make
offers under applicable exemptions from the
requirement to issue a prospectus or other
disclosure document in those jurisdictions.
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
No
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.

3G.6 *URL on the entity's website where
investors can download information about
the proposed issue
https://www.vistagroup.co.nz/investor-
centre.aspx
3G.7 Any other information the entity wishes to
provide about the proposed issue
N/A
3G.8
*Will the offer of rights under the rights issue
be made under a disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
No

+ See chapter 19 for defined terms
31 January 2020 Page 17
4. PART 4 – DETAILS OF PROPOSED OFFER UNDER +SECURITIES PURCHASE PLAN
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Are any of the following approvals required
for the offer of +securities under the
+securities purchase plan issue to be
unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.

4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)


Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1 *Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.

4B.2
*Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)

4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted

+ See chapter 19 for defined terms
31 January 2020 Page 18
4B.4 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?

4B.4a *Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.

4B.5
*Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?

4B.5a *Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.

4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?

4B.6a
*Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.

4B.7
*Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?

4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.

4B.8 *Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.

4B.9 *Will a scale back be applied if the offer is
over-subscribed?

4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.

4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

4B.11 *Has the offer price been determined?
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.

+ See chapter 19 for defined terms
31 January 2020 Page 19
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.

Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
be made prior to the commencement on trading on the
announcement date.

4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.

4C.3 *Date on which offer documents will be
made available to investors

4C.4 *Offer open date
4C.5 *Offer closing date
4C.6 *Announcement of results
Per Appendix 7A section 12 of the Listing Rules, the
entity should announce the results of the security
purchase plan no more than 3 business days after the
offer closing date

4C.7 *+Issue date
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 7 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before 12pm Sydney time on this day

+ See chapter 19 for defined terms
31 January 2020 Page 20
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1
*Does the offer under the +securities
purchase plan meet the requirements of
listing rule 7.2 exception 5 that:
 the number of +securities to be issued is
not greater than 30% of the number of
fully paid +ordinary securities already on
issue; and
 the issue price of the +securities is at
least 80% of the +volume weighted
average market price for +securities in
that +class, calculated over the last 5
days on which sales in the +securities
were recorded, either before the day on
which the issue was announced or before
the day on which the issue was made?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).

4D.1a *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.

4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.

4D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.

4D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

+ See chapter 19 for defined terms
31 January 2020 Page 21
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1
*Will there be a lead manager or broker to
the proposed offer?

4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.

4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.

4E.2 *Is the proposed offer to be underwritten?
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.

4E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.

4E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.

4E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.

+ See chapter 19 for defined terms
31 January 2020 Page 22
4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.

4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.

4E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.

4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?

4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.

4E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.

4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.

4E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.

4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer

+ See chapter 19 for defined terms
31 January 2020 Page 23
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:


4F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?

4F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.

4F.3 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer

4F.4 *URL on the entity's website where
investors can download information about
the proposed offer

4F.5
Any other information the entity wishes to
provide about the proposed offer

+ See chapter 19 for defined terms
31 January 2020 Page 24
5. PART 5 – DETAILS OF PROPOSED NON-PRO RATA OFFER UNDER A +DISCLOSURE
DOCUMENT OR +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8. Refer to Listing Rule 7.10 for the rules that apply to non-pro
rata issues to existing security holders.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1 *Are any of the below approvals required for
the non-pro rata offer of +securities under a
+disclosure document or + PDS?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.

5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval

Court approval


Lodgement of court
order with +ASIC


ACCC approval


FIRB approval


Other (please specify
in comment section)



Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –
offer details
Question
No.
Question Answer
5B.1
*Class of +securities to be offered under the
+disclosure document or +PDS (please
enter both the ASX security code &
description)

+ See chapter 19 for defined terms
31 January 2020 Page 25
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS

5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?

5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.

5B.4 *Will the entity be entitled to accept over-
subscriptions?

5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.

5B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?

5B.5a
*Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.

5B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?

5B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.

5B.7 *Will a scale back be applied if the offer is
over-subscribed?

5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.

5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.

5B.9 *Has the offer price been determined?
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.

5B.9b
*How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.

+ See chapter 19 for defined terms
31 January 2020 Page 26
5B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.

5B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes”.

Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –
timetable
Question
No.
Question Answer
5C.1 *Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.

5C.2 *Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors

5C.3 *Offer open date
5C.4 *Closing date for receipt of acceptances
5C.6 *Proposed +issue date
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –
listing rule requirements
Question
No.
Question Answer
5D.1
*Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).

5D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.

5D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.

+ See chapter 19 for defined terms
31 January 2020 Page 27
5D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.

5D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.

5D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees
and expenses
Question
No.
Question Answer
5E.1
*Will there be a lead manager or broker to
the proposed offer?

5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.

5E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.

5E.2 *Is the proposed offer to be underwritten?
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.

5E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.

+ See chapter 19 for defined terms
31 January 2020 Page 28
5E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.

5E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.

5E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.

5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.

5E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.

5E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.

5E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?

5E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.

5E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.

+ See chapter 19 for defined terms
31 January 2020 Page 29
5E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.

5E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.

5E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer

Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –
further information
Question
No.
Question Answer
5F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:


5F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?

5F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.

5F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority

5F.4 *URL on the entity’s website where
investors can download the +disclosure
document or +PDS

5F.5 Any other information the entity wishes to
provide about the proposed offer