Moa Group market update & renounceable rights issue

MOA GROUP LIMITED





20 April 2020

MOA GROUP MARKET UPDATE AHEAD OF RIGHTS ISSUE

Moa Group Limited (NZX: MOA) today gives a market update ahead of its upcoming rights issue.

COVID-19
As announced on 7 April 2020, Moa closed all restaurants in its Hospitality business as mandated by the
Alert Level 4 response to COVID-19. Following the Government’s announcement that restaurants and
bars will not be permitted to open for ‘customer facing’ business at Alert Level 3, Moa reiterates that it is
unknown at this stage when trading will resume for the Hospitality business. However, the Group is
exploring an online offering for takeaway food and beverages from a small number of its existing venues.
This will help bridge the gap to full business resuming, but is unlikely to drive strong revenues.

The Brewing business is an essential service under Alert Level 4 and continues to trade well as grocery
sales have continued during the lockdown period, with the breweries operating under strict MPI
guidelines.

FINANCIAL POSITION AND OUTLOOK
Recently the Group secured bank support, received funds from a new investor, announced a
corresponding rights issue (see below) and also negotiated a variation to the terms of the additional
consideration owed to the Savor Group vendors. These steps ensure the Group is in sound financial
position for the foreseeable future, assuming that regular trading is able to recommence this calendar
year.

Due to the continued uncertainty in the market, the Group is unable to give an outlook for the 2021
financial year.

RIGHTS ISSUE
Moa intends to launch a 1 for 3 rights issue on 22 April to raise up to $5.2 million of new equity. Up to
$3m of the raise will be settled in net cash, and $2.2m of equity will be raised to settle the scrip
component of the additional consideration owed to the Savor Group vendors.

CFO RESIGNATION
Moa Group CFO, Deborah Grace, has resigned to take up a position in a large New Zealand wine
company. Deb will remain with the Group through to the end of May to assist with financial year end
preparations. Moa Group Financial Controller, Tim Peat, will take the role of running the financial
operations for the Group and will report to the Board. This will be reviewed later in the year once more
certainty can be seen around normal trading resuming. The Board thanks Deb for her contribution and
wishes her all the best, and also thanks Tim for taking on an expanded role during these times.

Geoff Ross
Executive Chair

For more information contact:
Geoff Ross
021 424 219

About Moa Group Limited
Moa Group Limited (NZX: MOA) is a brewing and hospitality company owned by and based in New
Zealand. The Group is made of two segments: Moa Beverages, which brews and distributes Moa branded
craft beers and ciders, and Moa Hospitality, trading as Savor Group Limited, which owns and operates
restaurants and bars across New Zealand following the acquisition of the Savor Group and Non Solo Pizza
businesses in April and September 2019 respectively.

---

RIGHTS
ISSUE OFFER
DOCUMENT
MOA GROUP
LIMITED
This is an important document.
You should read the whole document
before deciding whether to subscribe
for shares. If you have any doubts
about what to do, please consult
your financial or legal adviser.
DATED
22
ND
APRIL 2020

↓ World class cuisine is a feast
for the eyes at Ebisu.
→ Moa beer is served at Lobster & Tap,
Auckland Fish Market.
MOA GROUP LTD
RIGHTS ISSUE OFFER

IMPORTANT INFORMATION
General information
This document has been prepared by Moa Group Limited
(Moa) in connection with a 1 for 3 re nounc eable rights offer
of new ordinary shares to Eligible Shareholders. Th e O ffer
is made under the exclusion in clause 19 of Schedule 1 of
the Financial Markets Conduct Act 2013 (the FMCA).
This document is not a product disclosure statement for the
purposes of the FMCA and does not contain all of the
information that an investor would find in a product
disclosure statement, or which may be required in order to
make an informed investment decision about the Offer or
Moa.
Additional information available under continuous
disclosure obligations
Moa is subject to continuous disclosure obligations under
the NZX Main Board Listing Rules. Market releases by Moa,
including its most recent financial statements, are available
at www.nzx.com under stock code MOA.
Moa may, during the period of the Offer, make additional
releases to the NZX. To the maximum extent permitted by
law, no release by Moa to the NZX will permit an applicant
to withdraw any previously submitted application without
Moa’s prior consent.
Offering restrictions
No action has been taken to permit a public offering of the
Ne w Shares in any jurisdiction outside New Zealand and
Australia. The distribution of this document (in clu ding an
electronic copy) in a jurisdiction outside New Zealand or
Australia may be restricted by law and persons who come
into possession of it (including nominees, trustees or
custodians) should seek advice on and observe any such
restrictions.
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 or
as Moa may otherwise determine in compliance with
applicable laws.
No person may subscribe for, purchase, offer, sell,
distribute or deliver New Shares, or be in possession of, or
distribute to any other person, any offering material or any
documents in connection with the New Shares, in any
jurisdiction unless in compliance with all applicable laws
and regulations. This document may not be sent into or
distributed in the United States.
No Guarantee
There is no guarantee that the Offer will proceed nor any
guarantees about the future performance of Moa or any
return on any investment made under this document.
Decision to participate in the Offer
The information in this document does not constitute
financial product advice or a recommendation to acquire
New Shares. This document has been prepared without
taking into account the investment objectives, financial, or
taxation situation or particular needs of any applicant or
in vestor.
Forward Looking Statements
This document contains certain statements that relate to
the future. Such forward looking statements are not a
guarantee of future performance and involve known and
unknown risks, uncertainties, assumptions and other
factors, many of which are beyond the control of Moa and
which may cause the actual results, performance or
achievements of Moa to diffe r materially from those
expressed or implied by such statements.
Under no circumstances should you regard the inclusion of
forward looking statements in this document as a
guarantee of future performance.
The statements, although made in good faith, involve
known and unknown risks, uncertainties and assumptions,
many of which are beyond Moa’s control.
Privacy
Any personal information provided by Eligible Shareholders
online or on the Acceptance Form will be held by Moa
and/or Link at the addresses set out in the Directory. This
information will be used for the purposes of administering
your investment in Moa and will be disclosed to third
parties only with your consent or if required by law. Under
the Privacy Act 1993 (New Zealand), you have the right to
access and correct any personal information held about
you.
Dividend Policy
The directors have adopted a policy that there will be no
dividend payments or other distributions made for the
foreseeable future. Instead, any surplus funds will be used
to fund immediate and future growth opportunities.
Enquiries
Enquiries about the Offer can be directed to an NZX F irm or
your financial or legal adviser. If you have any questions
about the number of New Shares shown on the Acceptance
Form that accompanies this document, or how to apply
online or to complete the Acceptance Form, please contact
Link.
Times
All references to time in this document are to New Zealand
time .
Defined terms
Capitalised terms used in this Rights Issue have the specific
meaning given to them in the Glossary at the back of this
Offer booklet or in the relevant section of this O ffer
booklet.

IMPORTANT
INFORMATION
MOA GROUP LTD
RIGHTS ISSUE OFFER

MOA GROUP LIMITED


1

22 April 2020

Dear fellow shareholders
Moa Group rights issue
On behalf of the directors of Moa Group Limited (Moa), we are pleased to offer eligible shareholders
the opportunity to participate in our renounceable rights issue at an issue price of 14 cents per share.
In light of the ongoing uncertainty facing the hospitality business caused by COVID-19, Moa wishe s to
be in a position to strengthen its balance sheet.
Consequently we are undertaking a capital raising of approximately $5.2 million for this purpose
through a rights issue of 1 New Share for every 3 Existing Shares held, in addition to the $2.5 million
raised through the private placement and settlement of the $2.2 million obligation discussed below.
Three key events have contributed to the timing of this move, and will boost Moa’s strength.
1. Moa agreed to place $2.5m new shares with prominent New Zealand businessperson Colin
Neal, as a new cornerstone investor at an issue price of 14 cents per share on the 7
th
of April
2020. These shares were issued on 8 April 2020.
2. Moa’s banking partner has continued its support of the business and offered the group a
principal holiday for 6 months, in cash terms approximately a $750,000 liquidity boost, and
an additional $2m overdraft facility to assist in short to medium term cash needs. The initial
overdraft term is 6 months but it is capable of renewal for a further 6 months.
3. The founders of Savor Group agreed on the 7
th
of April 2020 to postpone the cash
component of their deferred cash consideration ($3.2m) from the sale of the Savor Group
businesses, providing the company a credit and liquidity boost. Furthermore the Savor
founders waived their rights to interest for the postponement of the deferred cash
consideration, and agreed to reduce their salaries by 35% for the next 12 months while they
rebuild the business.
Moa has also agreed with the Savor founders, subject to any necessary NZX approvals, to
issue the share component of the deferred consideration ($2.2m) at 14 cents per share
(rather than 42.301 cents per share agreed in December 2018), and to cancel the earn-out
consideration component of the Savor acquisition. The Savor founders, Lucien Law and Paul
Robinson, each intend to apply for 7,857,142 New Shares in the Offer, to enable their
subscription obligation to be set-off against the share component of the $1.1 million
deferred consideration due to each of them.
The net result of these transactions is that the Company will have raised up to $7.7 million of
new equity, and reduced its obligations by $2.2 million.
We realise you have been on our journey with us and we greatly respect your support. This is why
we are giving all shareholders with a registered address in New Zealand or Australia at 5:00pm on
21 April 2020 the opportunity to participate in this capital raising by launching a renounceable rights
issue at the same price as the private placement and the settlement with the Savor founders.
LETTER FROM THE
EXECUTIVE CHAIRMAN
MOA GROUP LTD
RIGHTS ISSUE OFFER
Continued Overleaf
1


Eligible shareholders are entitled to take up 1 New Share for every 3 Existing Shares held, and to
apply for additional shares at that price. If eligible shareholders choose not to invest, the additional
dilution after the placement is around 33%. But, whether or not eligible shareholders want to take
up their rights, your Board feels it is important that all eligible shareholders have the option to invest
at the placement price.
In addition to the private placement Colin Neal has committed to take up his pro rata entitlement
and also agreed to be placed up to a further amount of any rights issue shortfall in order to take his
total investment in Moa to $4 million and ensure that the company has sufficient funds for the
foreseeable future. Including the placement and settlement of the Savor founders $2.2m, Moa is
therefore raising up to $7.7 million in new equity.
The capital will strengthen the balance sheet and provide additional funding for the core Moa
business. This is a great step forward for Moa and we want you to know we’re moving quickly to
reshape our business in order to address the issues this crisis has created.
The vertical integration of protein and fresh produce is something that we have been looking to
achieve for a while now. As a food and beverage business, having a closer connection to our
producers is going to achieve a superior product for customers, and the ability to be more vertical is
always going to be better for the bottom line.
As such we welcome our new cornerstone investor to the wider Moa group and are excited for the
vertical move in to a ‘gate to plate’ as well as the ‘vat to tap’ full service hospitality company that
Moa will become.
Best Regards


Geoff Ross
Executive Chairman
Moa Group Limited


4
The issue price per share is the lower of 51.32 cents, the same price as shares issued to investors
under the recent $1.92m Placement, or the 5 day volume weighted average share price as at the
Closing Date (6 July 2018), unless extended.

The Offer is intended to close at 5.00pm on 6 July 2018. Applications for your new Moa shares can
be made online at www.moashareoffer.co.nz or by completing and returning the accompanying
Application Form. You should complete your application allowing sufficient time for it to be received
by 5.00 pm on 6 July 2018. The correct way to complete and send your Application Form and
application monies is set out on the Application Form accompanying this Offer document.
Further details about the Offer are included in this document. While participation in the Offer is
optional, if eligible shareholders choose not to take up the Offer their shareholdings will be diluted.
If this Offer is not for you, you of course continue to be a Moa owner, a Moa Hunter and we thank
you for your support on this journey. New Zealand needs to have prominent New Zealand beers
actually owned by New Zealanders.

Onwards.

Geoff and the team at Moa.




Geoff
Exec Chair.


LETTER FROM THE
EXECUTIVE CHAIRMAN
MOA GROUP LTD
RIGHTS ISSUE OFFER
2



Eligible shareholders are entitled to take up 1 New Share for every 3 Existing Shares held, and to
apply for additional shares at that price. If eligible shareholders choose not to invest, the additional
dilution after the placement is around 33%. But, whether or not eligible shareholders want to take
up their rights, your Board feels it is important that all eligible shareholders have the option to invest
at the placement price.
In addition to the private placement Colin Neal has committed to take up his pro rata entitlement
and also agreed to be placed up to a further amount of any rights issue shortfall in order to take his
total investment in Moa to $4 million and ensure that the company has sufficient funds for the
foreseeable future. Including the placement and settlement of the Savor founders $2.2m, Moa is
therefore raising up to $7.7 million in new equity.
The capital will strengthen the balance sheet, provide additional funding for the core Moa business
and fund any future acquisitions. This is a great step forward for Moa and we want you to know
we’re moving quickly to reshape our business in order to address the issues this crisis has created.
The vertical integration of protein and fresh produce is something that we have been looking to
achieve for a while now. As a food and beverage business, having a closer connection to our
producers is going to achieve a superior product for customers, and the ability to be more vertical is
always going to be better for the bottom line.
As such we welcome our new cornerstone investor to the wider Moa group and are excited for the
vertical move in to a ‘gate to plate’ as well as the ‘vat to tap’ full service hospitality company that
Moa will become.
Best Regards


Geoff Ross
Executive Chairman
Moa Group Limited

3
KEY TERMS OF THE OFFER
The Offer A pro-rata renounceable rights issue of 1 New Share for
every 3 Existing Shares held on the Record Date
Eligible Shareholder Shareholders with registered addresses in New Zealand or
Australia (
or as Moa may otherwise determine in
compliance with applicable laws) on the Record Date
Issue price 14 cents per New Share
Offer Size The maximum amount to be raised under the Offer is
$5,200,000 (including through the Oversubscription Facility)
Oversubscriptions If you accept your entitlement in full, you may apply for any
number of Additional New Shares pursuant to the
Oversubscription Facility
Shares currently on issue 104,167,706 Shar es quoted on the NZX Main Board
Maximum number of New Shares being offered 37,142,857 Ne w Shar es
When to apply Applications must be received by 5.00pm on the Closing
Dat e (7 May 2020, unless extended).
How to apply Application may be made
online at
www.moashareoffer.co.nz. To complete an online
application, you will be required to enter your CSN/Holder
number and an entitlement number, each as shown on the
Acceptance Form.
Payment for applications made online must be made by
direct debit. Alternatively you may apply u sing th e e nc losed
Acceptance Form, together with payment in New Z e a l and
dollars. Alternatively Eligible Shareholders due any debt
from the Company may offe r to set-off some or all of their
subscription obligation against some or all of the debt due
to them by notice in writing to the Company.
While participation in the Offer is optional, if Eligible Shareholders choose not to take up the Offer their shareholdings
will be diluted. Eligible shareholders may wish to apply for more than their entitlement to reduce dilution of their
existing shareholding though the placement.
I MPORTANT DATES
Announcement of the Offer 16 April 2020
Record Date for determining eligibility 5.00pm on 21 April 2020
Opening Date and mailing/emailing of Offer documentation 22 April 2020
Closing Date (last day for online applications, or for r e ceipt
of the Acceptance Form, with payment), unless extended
5.00pm on 7 May 2020
Allotment and issue of New Shares 14 May 2020
Quotation of New Shares 14 May 2020
State me nts maile d By 21 May 2020
These dates are subject to change and are indicative only. Moa reserves the right to amend this timetable (including
by extending the Closing Date) subject to applicable laws and rules of the NZX Main Board. Moa reserves the right to
withdraw the Offer and issue New Shares at any time before the Issue Date in its absolute discretion.

KEY TERMS OF
THE OFFER
MOA GROUP LTD
RIGHTS ISSUE OFFER
3

4
TERMS AND CONDITIONS
1 The Offer
The Offer is an offer of New Shares in Moa to Eligible
Shareholders under a pro-rata renounceable rights
issue. Under the Offer, Eligible Shareholders are
entitled to subscribe for 1 New Share for every 3
Existing Shares held on the Record Date (with any
fractional entitlements rounded up) and may apply for
Additional New Shares pursuant to the
Oversubscription Facility.
The New Shares are of the same class as (and rank
equally with) Moa’s Existing Shares which are quoted
on the NZX Main Board. Moa will take any necessary
steps to ensure that the New Shares are, immediately
after the issue, quoted. The maximum number of New
Shares being offered under the Offer is 37,142,857.
The Rights will not be quoted on the NZX Main Board.
2 Issue Price
The Issue Price is 14 cents per Ne w Share, the same
price as the Placement announced on 7 A pril 2 020. The
Issue Price must be paid in full on application o n l ine or
with a completed A cc eptance For m deliver ed (e ither by
mail, delivery, email or fax) to Link in accordance with
the instructions set out in the Acceptance Form. Moa
may accept late Applications and Application Monies,
but has no obligation to do so. Moa may accept or
reject (at its discretion) any online application or
Acceptance Form which it considers is not completed
correctly, and may correct any errors or omissions on
any Acceptance Form.
If an Eligible Shareholder fails to accept any New Shares
and pay the associated Application Monies by the
Closing Date (5.00pm on 7 May 2020, u n le ss e x tended),
their Rights will lapse.
As required by the Listing Rules, if Moa receives, before
the Closing Date, a renunciation and an acceptance in
respect of the same Right(s), the renunciation shall be
given priority to the acceptance.
Application monies received will be held in a trust
account with Link until the corresponding New Shares
are allotted or the application monies are refu nded.
Interest earned on the application monies will be for
the benefit, and re main the property, of Moa an d will
be retained by Moa whether or not the issue of New
Shares takes place. Any refunds of application mo nies
will be made within 5 Business Days of the issue of New
Shares (or such earlier date that the decision not to
proceed with the Offer is made).
3 Eligibility
The Offer is only open to Eligible Shareholders, being
those persons with registered addresses in New
Zealand or Australia (or as Moa may otherwise
determine in compliance with applicable laws), who are
registered as Shareholders at the Record Date.

Moa considers that the legal requirements of other
jurisdictions in which Shareholders have a registered
address are such that it would be unduly onerous for
Moa to make the Offer, having regard to the low
number of such Shareholders, the number and value of
New Shares such Shareholders would be offered, the
financial resources of Moa and the costs of complying
with overseas legal requirements.
4 Oversubscription Facility
Eligible Shareholders who accept their full Entitlement
may also apply for Additional New Shares (in excess of
their Entitlement) at the Issue Price pursuant to the
Oversubscription Facility. Applicants may apply for any
number of Additional New Shares, but there is no
guarantee that Applicants will be allocated any or all of
the Additional New Shares for which they apply.
The number of New Shares available under the
Oversubscription Facility will equal the number of New
Shares for which valid applications are not received by
the Closing Date plus that number of New Shares at the
Issue Price that would take the total issue amount up to
$5.2 million. No applicant for Additional New Shares
will be allocated any greater number of Additional New
Shares than the number for which they have applied
and paid.
If the total number of Additional Ne w Shar es applied for
exceeds the total number of New Shares in the
Oversubscription Facility, Moa may scale the
oversubscription applications in such manner as the
directors consider equitable and in the interests of
Moa. In undertaking such scaling, the d i r e c to r s will
have regard to:
• the number of Moa shares held by applicants for
Additional New Shares as at the Record Date;
• optimisation of Moa’s share register, and
anticipated future support for Moa;
• encouraging retail participation in the
Oversubscription Facility;
• any applicable restrictions under the Takeovers
Code or other applicable laws; and
• such other factors as may be considered relevant.
Moa reserves the right to ballot, reduce the upper limit
of New Shares allocated or scale the applications in any
other manner that it deems appropriate (subject to
applicable laws and the Listing Rules). The directors’
decision on scaling will be final.
5 Opening and Closing Dates
The Offer will open for receipt of acceptances on
22 April 2020 (the “Opening Date”). The last day for
receipt of applications made online, or by the
Acceptance Form, in each case with payment (or by an
4
TERMS &
CONDITIONS
MOA GROUP LTD
RIGHTS ISSUE OFFER

5
Eligible Shareholder making an offer in writing to set-
off their subscription obligation in whole or in part
against any debt due from the Company to that Eligible
Shareholder) is 5.00pm on 7 May 2020, unless
extended (the “Closing Date”), subject to Moa v arying
those dates in accordance with the NZX Main Board
Listing Rules.
6 Issue of New Shares
New Shares are expected to be allotted and issued on
14 May 2020 (the “Issue Date”).
In the event that the Offer is extended, Moa reserves
the right to issue applications for New Shares on or
about 14 May 2020, and weekly thereafter as any
further applications are received, until the date up to
5 business days after any extended closing date.
Statements for New Shares will be issued and mailed in
accordance with the Listing Rules.
7 Terms and Ranking of New Shares
New Shares allotted and issued will be fully paid and will
be the same class as (and rank equally in all respects
with) other Shares on issue that are quoted on the NZX
Main Board on the Issue Date. They will give the holder
the right to one vote on a resolution at a meeting of
shareholders (subject to any restrictions in Moa’s
constitution or the L isting Rules), the rights to dividends
authorised by the Board and the right to a
proportionate share in any distribution of surplus assets
of Moa on any liquidation.
8 Part ial accept ance
If you are an Eligible Shareholder, you are not required
to subscribe for all of the New Shares to which you
would be entitled under the Offer. You may subscribe
for a proportion of your New Shares or allow your
Entitlement to lapse.
9 Minimum amount raised
There is no minimum amount that must be raised for
the Offer to proceed.
10 NZX Main Board Quotation
The New Shares have been accepted for quotation by
NZX and will be quoted upon completion of allotment
procedures. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator
regulated under the FMCA.
Application has been made for permission to quote the
Rights on the NZX Main Board and all NZX requirements
have been duly complied with. However, NZX accepts
no responsibility for any statement in this Offer
document.
11 No Rights trading
The Rights will not be quoted on the NZX Main B o ard
and accordingly there will be no established market for
Rights. If you wish to sell your rights p r ivate ly to a buyer
you identify, you should contact Link (see Directory) to
request a Security Renunciation Form.
12 Compliance with Takeovers Code
To the extent required and permitted, Moa intends to
rely on the
Tak
eovers Code (Facilitation of Capital
Raising in Response to COVID-19) Exe mption Notice
2020 in relation to the Offer and the issue of shares
(including under the Oversubscription Facility or under
any issue of any shortfall in the Offer).
To otherwise enable compliance with the Takeovers
Code, to the extent permitted by all applicable laws
shareholders may give an instruction to Moa in writing
to reclassify some or all of the New Shares issued to
them as non-voting shares having the same terms as
unlisted non-voting shares previously on issue in Moa
(being shares hav ing th e same r ight as or dinary shares
except that they will not be quoted, will not carry any
voting rights, and may be reclassified as ordinary shares
by notice in writing to Moa).
13 NZX Listing Rules
The issue of New Shares under the Offer up to is being
undertaken under NZX Listing Rules 4.3.1(a) (Pro Rata
issue) and 4.4 in respect of up to 34,722,568 New
Shares and NZX Listing Rule 4.5.1 (Placement) as
modified by the ruling on that rule in
NZX
R Class Waiver
and Ruling in relation to Section 4 of the NZX Listing
Rules dated 19 March 2020 in respect of any New
Shares issued under the Oversubscription Facility in
excess of 34,722,568 New Shares up to the maximum
issue size of 37,142,857 New Shares.
14 Amendments to the Offer and waiver of compliance
Notwithstanding any other term or condition of the
Offer and/or the Application Form, Moa may, at its
discretion:
• make non-material modifications to the Offer on
such terms and conditions it thinks fit (in which
event applications for Shares under the Offer will
remain binding on the applicant notwithstanding
such modification and irrespective of whether an
Application Form was received by the L i n k b efore or
after such modification is made); and/or
• suspend or terminate the Offer at any time prior to
the issue of the Shares under the Offer (in cluding by
reviewing the timetable for the Offer). If the Offer
is terminated, application monies will be refunded
to applicants without interest within 5 business
days of termination.
Moa reserves the right to waive compliance with any
provision of these terms and conditions.
Moa will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of the
Offer.
15 Governing Law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Ze aland.

TERMS &
CONDITIONS
MOA GROUP LTD
RIGHTS ISSUE OFFER
5

6

GLOSSARY
“Acceptance Form” means the entitlement and
acceptance form accompanying this document for
Eligible Shareholders.
“Additional New Shares” me ans Ne w Shares which an
Applicant applies for over and above their Entitlement
under the Oversubscription Facility.
“Business Day” has the meaning given to that term in
the Listing Rules.
“Closing Date” means 5.00pm on 7 May 2020 (unless
extended beforehand by notice in writing to NZX).
“Eligible Shareholder” me ans a Shareholder of Moa
with a registered address in Ne w Zealand or Australia
(or as Moa may otherwise determine in compliance
with applicable laws), as at the Record Date.
“Entitlement” means the number of Rights to which
Eligible Shareholders are entitled.
“Existing Share” means a fully paid share in Moa on
issue on the Record Date.
“Issue Date” me ans 14 May 2020.
“Issue Price” me ans 14 cents per New Share.
“Link” me ans Link Market Services Limited.
“Listing Rules” means the NZX listing rules, as amended
from time to time and for so long as Moa is listed by
NZX.
“Moa” means Moa Group Limited (New Z e a l and
company number 3 9 79 219).
“New Share” means an ordinary share in Moa o ffered
under the Offer of the same class as (and ranking
equally in all respects with) Moa’s quoted Existing
Shares at the time of the issue of the New Shares.
“NZX” me ans NZX L imite d.
“NZX Main Board” means the main board equity
security market operated by NZX.
“NZX Firm” means any entity designated as an NZX Firm
under the Participant Rules of NZX.
“Offer” means the offer to subscribe for New Shares to
Eligible Shareholders as at the Record Date, pursuant to
this document.
“Opening Date” me ans 22 April 2020.
“Oversubscription Facility” means the facility that
entitles an Eligible Shareholder who accepts their
Entitlement in full to also apply for an additional
number of New Shares comprising in aggregate any
shortfall in the Offer plus that number of New Shares at
the Issue Price that would take the total issue amount
up to $5.2 million. .
“Placement” means the $3 million private placement
of Shares announced on 7 April 2020, and completed
on 8 April 2020.
“Record Date” me ans 5.00pm on 21 April 2020.
“Right” means the renounceable right to subscribe for
one New Share at the Issue Price, issued pursuant to the
Offer.
“Share” means one ordinary fully paid share in Moa.
“Shareholder” means a registered holder of Shares on
issue.

























All references to time are to New Zealand time,
references to currency are to New Zealand dollars, and
any references to legislation are references to New
Zealand legislation unless stated or defined otherwise.
GLOSSARY
MOA GROUP LTD
RIGHTS ISSUE OFFER
6

DIRECTORY
ENQUIRIES
Enquiries about this Offer should be directed to a n NZX
Firm or your financial or legal adviser.

ISSUER
Registered Office:
Shop 6, 46 Maki Street
Westgate
Auckland 0814
New Zealand

Telephone: +64 (9) 367 9472
Website: www.moabeer.co.nz

DIRECTORS
Geoff Ross, Executive Chairman
Rich Frank, Independent Director
Sheena Henderson, Independent Dir e ctor
Lucien Law, Executive Director
David Poole, Non-Executive Director
Paul Robinson, Executive Director


If you have any queries about your Entitlements please
contact Link Market Services Limited.

SHARE REGISTRAR
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand

PO Box 91976
Auckland 1142
New Zealand

Telephone: +64 (9) 375 5998
Email: enquiries@linkmarketservices.com
Website: www.linkmarketservices.co.nz

LAWYERS
Chapman Tripp
Level 35, ANZ Centre
23 Albert Street
Auckland 1010
New Zealand
DIRECTORY
MOA GROUP LTD
RIGHTS ISSUE OFFER

↓ Station IPA cans now
available in 12 packs.
Cans are performing strongly in the market
- they’re lighter, reduce transport costs,
and are more recyclable than bottles.
The refreshed branding featuring a pared
back contemporary feel will soon be rolled
out across our other Classic Range brews.
MOA GROUP LTD
RIGHTS ISSUE OFFER
↓ Our collaborations with some
of the country’s top brands
continue to prove popular.
→ Moa’s expanding 440ml range
- limited releases fresh from
our Marlborough brewery.

↑ Moa Group’s October 2019
aquisition, Non Solo Pizza, the
iconic Parnell restaurant and bar,
home of authentic italian cuisine,
and now serving Moa beer.
← Renowned for its spectacular
ocean views and an inspired
menu to match, Ostro boasts
locally-sourced, seasonal dishes
created by Josh Emett.
MOA GROUP LTD
RIGHTS ISSUE OFFER

MOA GROUP
LIMITED

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MOA GROUP LIMITED


100417277/7744212.2

20 April 2020
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington

NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS
CONDUCT REGULATIONS 2014: MOA RENOUNCEABLE RIGHTS ISSUE
Moa Group Limited (Moa) has today announced that it will undertake a pro-rata 1 for 3
renounceable rights issue of fully paid ordinary shares of the same class as already quoted
on the NZX Main Board of NZX Limited (the Offer). The offer will be made pursuant to NZX
Main Board listing rules 4.3.1(a) and 4.4 as modified by the ruling on that rule in NZXR
Class Waiver and Ruling in relation to Section 4 of the NZX Listing Rules dated 19 March
2020.
Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations
2014 (FMC Regulations), and the Financial Markets Conduct Act 2013 (FMCA), Moa states
that:
 Moa is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1 to the
FMCA and is giving this notice under clause 20(1)(a) of Schedule 8 to the FMC
Regulations.
 As at the date of this notice, Moa is in compliance with the continuous disclosure
obligations that apply to it in relation to ordinary shares in Moa, and there is no
information that is “excluded information” as defined in clause 20(5) of Schedule 8 to
the FMC Regulations.
 As at the date of the notice, Moa is in compliance with its financial reporting
obligations.
The Offer is not expected to have any material effect or consequence on the control of
Moa.
Yours faithfully

Deborah Grace
Chief Financial Officer
Moa Group Limited

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Capital Change Notice




1
Section 1: Issuer information
Name of issuer Moa Group Limited
NZX ticker code MOA
Class of financial product Unlisted options convertible to
fully paid ordinary shares in Moa
Group Limited
Ordinary shares
ISIN (If unknown, check on NZX website) N/A (options)
NZMOAE0001S1 (shares)
Currency NZ$
Section 2: Capital change details - options
Number issued 1,642,857
Nominal value (if any) N/A
Issue price per security Nil on issue
Nature of the payment (for example, cash or other consideration) Consideration of services
provided to the company by
eligible employees
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued (calculated on
the number of Financial Products of the Class, excluding any
Treasury Stock, in existence)
The options comprise all of the
financial products of that class
(before the issue) as other options
have different terms
For an issue of Options, the principal terms of the Option (for
example, the exercise price and exercise date)
Upon vesting each share option
can be converted into one
ordinary share. Options vest
equally over 3 years on the first,
second and third anniversary of
the effective date of date.
Options are exercise by notice in
writing with payment of the
exercise price of 21 cents per
share (subject to adjustment
under the terms of the scheme).
Any unexercised expire on the
10
th
April closest to two years
after the vesting date.
Reason for issue and specific authority for issue (the reason for
change must be identified here)
Issue of options under Moa Group
Limited’s option scheme to attract,
motivate and retain key
employees
Total number of Financial Products of the Class after the issue
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
2,279,540 unlisted options
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue including a reference to the rule
pursuant to which the issue is made
Board resolutions dated 19 April
2020 pursuant to NZX Listing
Rule 4.6.1

2
Terms or details of the issue (for example: restrictions, escrow
arrangements)
Details of the issue are set out in
Party A of the schedule to this
notice. The Company has also
repriced the exercise price of
existing employee options as set
out in Parts B and C of the
schedule to this notice.
Date of issue 20 April 2020
Section 2: Capital change details – shares
Number of shares cancelled 53,475
Nominal value (if any) N/A
Issue price per security N/A
Nature of the payment (for example, cash or other consideration) N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued (calculated on
the number of Financial Products of the Class, excluding any
Treasury Stock, in existence)
N/A
For an issue of Options, the principal terms of the Option (for
example, the exercise price and exercise date)
N/A
Reason for issue and specific authority for issue (the reason for
change must be identified here)
Cancellation of 53,475 ordinary
shares held as Treasury Stock on
20 April 2020
Total number of Financial Products of the Class after the cancellation
(excluding Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the issue.
104,167,706 ordinary shares
NIL ordinary shares are held as
treasury stock.
In the case of an acquisition of shares, whether those shares are to
be held as treasury stock
N/A
Specific authority for the issue including a reference to the rule
pursuant to which the issue is made
Board resolution dated 19 April
2020 pursuant section 67A(3)
Companies Act 1993
Terms or details of the issue (for example: restrictions, escrow
arrangements)
N/A
Date of cancellation 20 April 2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Geoff Ross
Contact person for this announcement Geoff Ross
Contact phone number +64 21 424 219
Contact email address geoff@moabeer.com
Date of release through MAP

20 April 2020

3
SCHEDULE – SUMMARY OF MOA GROUP LIMITED OPTION GRANTS

Part A – New Employee Options
Effective date of grant Number of options Exercise Price
1 April 2019 350,000 $0.21
1 April 2019 300,000 $0.21
1 April 2019 300,000 $0.21
1 April 2019 300,000 $0.21
15 July 2019 142,857 $0.21
2 October 2019 150,000 $0.21
14 October 2019 100,000 $0.21
Subtotal
1,642,857


Part B – Existing Customer Options
Effective date of grant Number of options
Restated
Exercise Price
28 November 2018 350,981 $0.21

Part C – Existing Employee Options
Effective date of grant Number of options
Restated
Exercise Price
1 September 2017 20,000 $0.21
1 September 2017 40,000 $0.21
1 June 2018 40,000 $0.21
28 November 2019 32,296 $0.21
28 November 2019 32,296 $0.21
28 November 2019 32,296 $0.21
28 November 2019 16,148 $0.21
28 November 2019 16,148 $0.21
28 November 2019 8,074 $0.21
28 November 2019 8,074 $0.21
28 November 2019 8,074 $0.21
28 November 2019 8,074 $0.21
28 November 2019 8,074 $0.21
28 November 2019 8,074 $0.21
28 November 2019 8,074 $0.21
Subtotal 285,702


Overall total options 2,279,540