AFT Pharmaceuticals Limited logo

AFT announces opening of Share Purchase Plan

Capital Raise15 June 2020AFTHealthcare

103372.5 - 1139596-5






Not for release to US wire services or distribution to the US


Market and Media release 15

th

June 2020

AFT Pharmaceuticals announces opening of Share Purchase Plan

AFT Pharmaceuticals Limited (NZX:AFT/ASX:AFP) (AFT) is pleased to announce the

opening of its NZ$2 million non-underwritten share purchase plan (SPP). The SPP is

part of AFT Pharmaceuticals’ capital raising announced on 10 June 2020, whereby

AFT also undertook a fully underwritten NZ$10 million placement of new shares to

select investors in both local and offshore markets and certain major shareholders

sold down NZ$63.8 million of existing shares (together, the Placement). AFT

announced the successful completion of the Placement on 11 June 2020, which was

strongly supported and fully subscribed at a price of NZ$3.75 per share.

The SPP is open to AFT shareholders who were recorded as having a registered

address in New Zealand or Australia on AFT’s register as at 7.00pm (NZ time) / 5.00pm

(Sydney time) on 9 June 2020 (Eligible Shareholders). Eligible Shareholders will

receive their application forms to apply for up to a maximum of NZ$50,000 /

A$47,000 of new shares per shareholder. The price of these shares will be NZ$3.75,

being the same as the Placement share price. If scaling of the SPP is required, it will

be done having regard to existing shareholder holdings at the record date (being 9

June 2020), and otherwise at AFT Pharmaceuticals’ discretion.

The SPP is subject to the terms and conditions included in the SPP offer document

being sent to Eligible Shareholders today. Eligible Shareholders are encouraged to

read the SPP offer document carefully, and if in any doubt about whether or not to

apply for shares under the SPP, to consult with a financial or other professional

adviser. The SPP offer document is accompanied by a hard copy Application Form,

103372.5 - 1139596-5
Pg. 2

however we strongly encourage Eligible Shareholders to apply online at

AFT@computershare.co.nz.

The new shares will rank equally in all respects with AFT’s existing ordinary shares on

allotment.

Key dates relating to the SPP are set out in the Appendix to this announcement.

A copy of the SPP offer document accompanies this announcement.

Further information

Shareholders with questions in relation to how to participate in the SPP may contact

AFT’s registrar Computershare Investor Services Limited, at any time from 8:30am to

5:00pm (NZST) Monday to Friday prior to the Closing Date at +64 800 650 034. We

strongly encourage shareholders to seek financial, investment and other professional

advice from a qualified professional adviser.

- Released for and on behalf of AFT Pharmaceuticals Limited by Chief Financial Officer Malcolm Tubby

For more information

Investors Media

Dr Hartley Atkinson Richard Inder

Managing Director The Project

AFT Pharmaceuticals +64 21 645 643

Tel: +64 9 488 0232



Appendix – Key Dates for the SPP

1


Record Date for SPP 7pm NZT, Tuesday 9

th

June 2020

SPP offer opens and SPP offer booklet is

dispatched

Monday 15

th

June 2020

SPP offer closes Friday 26

th

June 2020


1

The timetable presented is indicative only and subject to changes without notice (subject to applicable laws and

the NZX Listing Rules and ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).

103372.5 - 1139596-5
Pg. 3

SPP results announcement Wednesday 1

st

July 2020

Allotment of shares Thursday 2

nd

July 2020

Commencement of trading of the new

shares on NZX

Thursday 2

nd

July 2020

Commencement of trading of the new

shares on ASX

Friday 3

rd

July 2020


About AFT Pharmaceuticals

AFT is a growing multinational pharmaceutical company that develops, markets and distributes a broad

portfolio of pharmaceutical products across a wide range of therapeutic categories which are

distributed across all major pharmaceutical distribution channels: over the counter (OTC), prescription

and hospital. Our product portfolio comprises both proprietary and in-licensed products, and includes

patented, branded and generic drugs. Our business model is to develop and in-license products for sale

by our own dedicated sales teams in our home markets of Australia and New Zealand and in certain

Southeast Asian markets, and to out-license our products to local licensees and distributors to the rest of

the world.

Not for release or distribution in the United States

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 of securities for sale in the United States or any other jurisdiction. Any securities described in this

announcement may not be offered or sold in the United States absent registration under the US Securities

Act of 1933 or an exemption from registration.

---

SHARE
PURCHASE

PLAN

OFFER DOCUMENT

15 JUNE 2020

Go to

www.shareoffer.co.nz/aft

to apply online

This is an important document. You should read

the whole document before deciding whether

to subscribe for shares in AFT Pharmaceuticals

Limited. If you have any doubts as to what you

should do, please consult your financial adviser.

Contents

KEY INFORMATION

1

CHAIRMAN’S LETTER 2

QUESTIONS & ANSWERS 3

TERMS AND CONDITIONS 4

GLOSSARY 5

DIRECTORY

6

1
GENERAL INFORMATION

This document has been prepared by AFT

Pharmaceuticals Limited (“AFT”) in connection with an

offer of new ordinary shares in AFT (“Shares”) under

a share purchase plan (“SPP” or “Offer”). The Offer

is made to Eligible Shareholders under the exclusion

in clause 19 of Schedule 1 of the Financial Markets

Conduct Act 2013 (New Zealand) and in accordance

with the relief granted in ASIC Corporations (Share

and Interest Purchase Plans) Instrument 2019/547

(Australia) as amended by ASIC Instrument 20-0572.

This document is not a product disclosure statement,

prospectus or other disclosure document and does not

contain all of the information which may be required in

order to make an informed investment decision about

the SPP or AFT.

ADDITIONAL INFORMATION

AFT is subject to continuous disclosure obligations

under the Listing Rules. Market releases by AFT,

including its most recent financial statements, are

available at www.nzx.com under stock code “AFT” and

at www.asx.com.au under the stock code “AFP”.

AFT may, during the SPP, make additional releases

to NZX and ASX. No release by AFT to NZX or ASX

will permit an applicant to withdraw any previously

submitted Application without AFT’s consent, whether

or not there has been any permissible variation of the

SPP.

The market price for the Shares may change between

the Opening Date, the date you apply for Shares under

the SPP, and the Allotment Date. Accordingly, the price

paid for Shares issued under the SPP may be higher or

lower than the price at which Shares are trading on the

NZX Main Board or the ASX at the time the Shares are

issued under the SPP. The market price of new Shares

following allotment may be higher or lower than the

Issue Price.

OFFERING RESTRICTIONS

This document is intended for use only in connection

with the Offer to Eligible Shareholders with a registered

address in New Zealand or Australia. This document

does not constitute an offer or invitation in any place in

which, or to any person to whom, it would not be lawful

to make such offer or invitation. No action has been

taken to permit an offering of the new Shares in any

jurisdiction outside New Zealand and Australia. The

distribution of this document in a jurisdiction outside

New Zealand and 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.

No person may subscribe for, purchase, offer, sell,

distribute or deliver the Shares, or be in possession of,

or distribute to any other person, any offering material

or any documents in connection with the Shares, in any

jurisdiction other than in compliance with all applicable

laws and regulations. Without limiting the foregoing,

this document may not be sent into or distributed in

the United States of America.

AFT may refuse any Application received from a person

AFT does not consider may participate in the SPP.

CHANGES TO THE SPP

Subject to the Listing Rules and applicable laws, AFT

reserves the right to alter the dates set out in this

document. AFT reserves the right to withdraw the SPP

and the issue of new Shares at any time before the

Allotment Date at its absolute discretion.

NO GUARANTEE

No person named in this document (nor any other

person) guarantees the Shares to be issued pursuant to

the SPP or warrants the future performance of AFT or

any future return on investment to be made in respect

of the Shares.

DECISION TO PARTICIPATE IN THE SPP

The information in this document does not constitute

a recommendation to acquire Shares or financial

product advice. This document has been prepared

without taking into account the investment objectives,

financial, or taxation situation or particular needs of any

applicant or investor.

PRIVACY

Any personal information you provide in your

Application will be held by AFT and/or the Share

Registrar at the addresses set out in the Directory. AFT

and/or the Share Registrar may store your personal

information in electronic format, including in online

storage on a server or servers which may be located in

New Zealand or overseas. This information will be used

for the purposes of administering your investment in

AFT.

This information will only be disclosed to third parties

with your consent or if otherwise required by law.

Under the Privacy Act 1993 (NZ) or the Privacy Act

1988 (Aus) (as applicable), you have the right to access

and correct any personal information held about you.

ENQUIRIES

Enquiries about the SPP can be directed to a broker, or

your solicitor, accountant or other professional adviser.

If you have any questions about how to apply online,

the details shown on the Application Form or how to

complete the Application Form, please contact the

Share Registrar as set out in the Directory.

DEFINED TERMS

Capitalised terms used in this document have the

meaning given to them in the Glossary at the back

of this document or in the relevant section of this

document.

IMPORTANT

INFORMATION

2
Eligibility

You may participate in this Share Purchase Plan (“SPP”) if you are a shareholder

of AFT Pharmaceuticals Limited (“AFT”) at 7:00pm New Zealand time / 5:00pm

Sydney time on the Record Date of 9 June, with a registered address in New

Zealand or Australia. Similarly, if you hold Shares on behalf of a person who resides

outside New Zealand or Australia, you may not participate in respect of that

person.

Transferability

The offer made under this SPP is personal to you. It cannot be transferred to

another person.

Equal participation

Each Eligible Shareholder has the right to apply for the maximum value of Shares

applicable in the jurisdiction in which you reside on the same terms and conditions

as each other Eligible Shareholder.

Application amount

You can apply for a dollar amount of Shares, not for a certain number of Shares.

Eligible Shareholders can apply for Shares up to a maximum of NZ$50,000 /

A$47,000.

Issue price of Shares

The Shares will be issued at NZ$3.75 per Share, being the price paid by investors in

AFT’s recent Placement.

If you are an Australian resident, the issue price will be determined by reference

to the NZ$:A$ exchange rate published by the New Zealand Reserve Bank on its

website at 7:00pm New Zealand time on the Closing Date.

How to apply

We encourage you to apply online at www.shareoffer.co.nz/AFT. Alternatively, you

can complete a hard copy Application Form.

You should read the instructions on the Application Form carefully.

Receiving your Shares

You will receive your Shares on or about 2 July 2020, unless the Closing Date is

extended.

Offer size and scaling

AFT is seeking to raise up to NZ$2 million under this SPP. AFT may accept

Applications for up to NZ$2 million of Shares in aggregate. If AFT receives

Applications for Shares in excess of the total amount of the Offer, Applications will

be scaled down. AFT will scale back the number of Shares to be allotted under this

SPP to each Applicant having regard to the shareholders’ holding of Shares at the

Record Date of the Offer and otherwise at its discretion (see clause 8 of the Terms

and Conditions for more information about scaling).

KEY

INFORMATION

1.

Share purchase plan (“SPP”) | June 2020

AFT Pharmaceuticals Ltd

3
KEY DATES

9 June 2020Record DateThe date on which Eligible Shareholders are

determined.

15 June 2020SPP Opening DateSPP opens at 7:00pm NZ time / 5:00 pm

Sydney time.

26 June 2020SPP Closing DateSPP closes at 7:00pm NZ time / 5:00 pm,

Sydney time, unless extended.

Online applications or Application Forms

returned by mail, and payment must be

received by the Share Registrar by this time.

1 July 2020Announce results of SPPAnnouncement to be made to NZX and ASX.

2 July 2020Allotment DateShares allotted.

2 July 2020Commencement of trading on

NZX Main Board

Trading of Shares under the SPP is expected to

commence on the NZX Main Board.

3 July 2020Commencement of trading on ASXTrading of Shares under the SPP is expected to

commence on the ASX.

6 July 2020Despatch DateTransaction confirmation despatched to

participating shareholders.

AFT reserves the right to alter any dates for the SPP (subject to the Listing Rules and applicable laws).

4
Share purchase plan | June 2020

AFT Pharmaceuticals Ltd

CHAIRMAN’S

LETTER

2.

Dear Shareholder

On behalf of AFT’s Board, I am pleased to offer

you the opportunity to subscribe for new ordinary

shares in AFT through this Share Purchase Plan

(SPP). Eligible Shareholders are all persons who

were recorded on AFT’s share register at 7:00pm

New Zealand time / 5:00pm Sydney time on 9

June 2020 as being a holder of AFT shares and

having an address in New Zealand or Australia.

This SPP is part of AFT’s equity raising that also

included a successful $10 million placement to selected

institutional shareholders and retail broker firms at

$3.75 per share that was completed on 11 June 2020.

The SPP is seeking to raise up to $2 million. The

proceeds of the equity raising will be used to retire one

of AFT’s working capital facilities, which will:

• Reduce annual interest costs by

approximately $0.85 million p.a.

• Reduce Pro-Forma Net Debt from $37.1m to

$25.1m

1

• Reduce Net Debt to expected FY21 EBITDA

2


from 2.3x to 1.5x

1

• Improve Free Cash Flow and provide more

flexibility to fund future anticipated growth

Concurrently with the equity raising, Capital Royalty

Group (CRG) and the Atkinson Family Trust (AF Trust)

sold a combined 17,000,378 shares which, alongside the

equity raise increases AFT’s free float from 11% to 31%

of shares on issue.

CRG sold 100% of their investment in AFT. CRG

has been a supportive shareholder since 2014,

however their relevant funds have moved to a capital

repatriation phase that included realising their

investment in AFT. AFT would like to thank CRG for

their longstanding support of the company.

The AF Trust is the investment vehicle associated with

AFT’s founders, Hartley and Marree Atkinson. The AF

Trust has not sold any shares since AFT’s IPO in 2015

and sold 933,333 shares in response to investor interest

which represents 1.3% of the AF Trust’s current holding.

AF Trust will remain the largest shareholder post

transaction with 69.8% and has no current intention to

sell further shares.

AFT is experiencing rapid global revenue growth and

strong operating cash flow generation. In FY20, AFT

revenue exceeded $100 million for the first time and

was 24% up on FY19. Operating cash flow was $14.9

million (FY19 $1.1 million) and normalised operating

profit increased 87% to $11.4 million. AFT expects

operating profit in the range of $14-18 million in FY21,

excluding any up front licensing fees that are received

on entering new international markets.

The reduction in leverage as a result of the equity

raise puts AFT in a strong position to capitalise on

revenue growth opportunities from licensing its

existing products into new international markets, while

continuing to execute on its key skill of developing

and registering new products by repurposing existing

molecules and formulating line extensions of existing

products.

The SPP will enable all eligible New Zealand and

Australian shareholders of AFT to participate in

the equity raising and acquire new AFT shares

at the same price that investors acquired shares

under the placement, being $3.75 per share. Each

Eligible Shareholder may elect to subscribe for up to

NZ$50,000 / A$47,000 worth of shares, subject to

scaling.

Further details about the SPP, including terms and

conditions of the offer and an explanation of how you

can participate, are contained in this document. We

encourage you to read this document carefully before

you decide whether to participate. We also suggest

that you seek financial, investment or other professional

advice before making an investment decision.

The offer closes at 7:00pm New Zealand time / 5:00pm

Sydney time on 26 June 2020.

On behalf of the Board, I thank you for your ongoing

support of AFT.

Yours sincerely

David Flacks

CHAIRMAN

1

Assumes $2m SPP is fully subscribed.

2

Expected FY21 EBITDA of $16.19m is pre IFRS-16 based on the midpoint of

FY21 operating profit guidance and includes $1.04m of D&A and operating lease

costs of $0.8m. Net debt calculated as FY20 drawn bank debt less cash and cash

equivalents. Excludes transaction costs.

5
QUETIONS AND

ANSWERS

3.

These Questions and Answers are a summary

only and you should refer to the Terms and

Conditions for further information.

1. WHAT IS THE SHARE PURCHASE PLAN

(SPP)?

The SPP allows Eligible Shareholders to purchase up

to NZ$50,000 (A$47,000) worth of additional Shares

in AFT without incurring brokerage. All Shares issued

under the SPP will be of the same class as, and rank

equally with, Shares in AFT currently on issue. It is a

term of the SPP that AFT will take any necessary steps

to ensure that the Shares are, immediately after issue,

quoted on the NZX Main Board and the ASX.

2. AM I ELIGIBLE TO PARTICIPATE?

You are eligible to participate in the SPP if:

(a) you were registered as a holder of Shares at

7:00pm NZ time / 5:00pm Sydney time on

9 June 2020 (being the Record Date);

(b) your address recorded on the share register is

in New Zealand or Australia; and

(c) you do not hold Shares on behalf of another

person who resides outside of New Zealand

and Australia.

The SPP is also being extended to Eligible Shareholders

who are Custodians to participate in the SPP on behalf

of Eligible Beneficiaries on the Terms and Conditions

provided in this document.

3. DO I HAVE TO PARTICIPATE?

No - participation in the SPP is entirely voluntary. There

is a risk that your shareholding in AFT may be diluted if

you do not participate in the SPP. If you do not wish to

participate in the SPP, do nothing.

4. WHAT IS THE ISSUE PRICE OF THE

SHARES AND HOW MANY SHARES CAN

I PURCHASE?

The Issue Price is NZ$3.75, being the price paid by

investors in AFT’s recent Placement (representing a

discount of 11.1% to the 30-day VWAP up to 9 June of

$4.22).

The Issue Price determined above is a New Zealand

dollar amount. If you apply for an Australian dollar

amount of Shares, AFT will convert the New Zealand

dollar Issue Price to Australian dollars at the NZ$:A$

exchange rate published by the New Zealand Reserve

Bank on its website at 7:00pm New Zealand time on

the Closing Date. The market price of the Shares may

change between the Opening Date, the date you apply

for Shares under the SPP, and the Allotment Date. The

risks associated with this potential market fluctuation

are described in question 8 below.

Eligible Shareholders may elect to apply for new Shares

under the Offer up to a maximum value of NZ$50,000

/ A$47,000, subject to scaling.

If you apply for an Australian dollar amount of Shares

and the exchange rate varies such that the dollar

amount you applied for exceeds the NZ$50,000

regulatory limit, Shares having a total issue price equal

to NZ$50,000 will be issued to you and you will be

refunded the excess cash amount, subject to scaling.

AFT is inviting Applications for up to NZ$2 million of

Shares in aggregate. AFT reserves the right to, at its

absolute discretion, scale any Application for Shares

under the SPP. If AFT receives Applications in excess

of the total amount of the Offer, it will scale back

Applications in accordance with clause 8 of the Terms

and Conditions.

Any fractional Shares allocated under the SPP will be

rounded down to the nearest whole number of Shares

and AFT will retain any difference due to rounding.

5. WHAT IF I OWN SHARES THROUGH

A TRUSTEE OR CUSTODIAN OR

OWN SHARES IN MORE THAN ONE

CAPACITY?

If you own Shares through a trustee or Custodian, then,

subject to certain certification requirements and other

conditions, you may instruct the trustee or Custodian to

purchase Shares on your behalf, up to the NZ$50,000 /

A$47,000 limit.

If you own Shares through a trustee or Custodian and

also own Shares in your own name, then you may either

purchase Shares yourself or instruct your trustee or

Custodian to purchase Shares on your behalf. You may

not do both.

The offer of the SPP is made to the trustee or

Custodian as the registered holder (not the beneficiary

directly). This means it is at the discretion of the trustee

or Custodian whether to extend the offer to their

beneficiaries.

If you receive more than one copy of this document,

or if you hold Shares in more than one capacity (e.g.

because you are both a sole and joint holder of Shares)

you may only purchase Shares in all capacities up to

the NZ$50,000 / A$47,000 limit in aggregate. You

may not purchase some Shares on your own behalf and

some Shares as a joint holder. By applying to purchase

Shares under the SPP, you represent that you have not

exceeded this NZ$50,000 / A$47,000 limit.

6
Share purchase plan | June 2020

AFT Pharmaceuticals Ltd

6. WHAT DO I DO IF I AM A TRUSTEE OR

CUSTODIAN?

The SPP is being extended to Eligible Shareholders

who are Custodians and who wish to apply for SPP

Shares on behalf of Eligible Beneficiaries.

The SPP is being offered to Custodians as the

registered Shareholder. Custodians are not required

to participate on behalf of their Eligible Beneficiaries.

Custodians may choose whether or not to extend the

SPP to their Eligible Beneficiaries.

By applying as a Custodian on behalf of Eligible

Beneficiaries to purchase Shares, you certify (amongst

other things) that the Application amount for each

Eligible Beneficiary has not exceeded the NZ$50,000 /

A$47,000 limit.

In the case of Custodians that have a registered

address in Australia, if you wish to apply as a

Custodian under the SPP to receive Shares for one

or more Eligible Beneficiaries, you must complete an

Application Form that contains or is accompanied by

further certifications and details (as required under

the terms of ASIC Corporations (Share and Interest

Purchase Plans) Instrument 2019/547) before your

Application will be accepted. A Custodian will be

ineligible to participate in the SPP if their participation

would be in breach of ASIC Corporations (Share and

Interest Purchase Plans) Instrument 2019/547 (as

amended by ASIC Instrument 20-0572).

For further information about the Custodian application

process, please contact the Share Registrar.

Each Custodian must not participate in the SPP on

behalf of, and must not distribute this document or any

other documents relating to this SPP to, any person in

the United States of America.

7. IS THIS OFFER TRANSFERABLE TO

ANOTHER PERSON?

No. This offer is personal to you. Participation in

the SPP is entirely voluntary, but if you elect not to

purchase any Shares under the SPP, you may not

transfer your right to purchase Shares under the SPP to

anyone else.

8. WHAT ARE THE RISKS TO INVESTING IN

THE SPP?

The market price for the Shares may change between

the Opening Date, the date you apply for Shares under

the SPP, and the Allotment Date. Accordingly, the price

paid for Shares issued under the SPP may be higher or

lower than the price at which Shares are trading on the

NZX Main Board or the ASX at the time the Shares are

issued under the SPP. The Share price is quoted on the

NZX website: www.nzx.com and on the ASX website:

www.asx.com.au.

There is no certainty that Shares will trade at or above

the Issue Price following the issue of Shares under the

SPP. You should seek your own independent financial

advice in relation to this Offer and your participation

under the SPP.

Further information about AFT, including the most

recent financial statements of AFT, can be obtained

from AFT’s website: www.aftpharm.com. You may

obtain, free of charge, the most recent annual report

and financial statements of AFT by contacting

AFT (for details, please see the Directory at the

end of this document), or you may download the

documents from AFT’s website: www.aftpharm.com.

You are also recommended to monitor AFT’s market

announcements through the NZX website: www.nzx.

com or the ASX website: www.asx.com.au.

9. HOW DO I APPLY FOR SHARES UNDER

THE SPP?

If you wish to participate in the SPP, you can apply

online at www.shareoffer.co.nz/AFT. Alternatively,

please follow the step-by-step instructions set out on

the enclosed personalised Application Form.

If you apply online, you will need your CSN /

Holder Number. You must pay for your Application

electronically by electronic funds transfer to AFT.

If you apply using the Application Form, scan and

email your completed Application Form to the

Registrar at AFT@computershare.co.nz (please put

“AFT Share Purchase Plan” in the subject line for

easy identification) and make payment by electronic

funds transfer by 7:00pm New Zealand time / 5:00pm

Sydney time on the Closing Date. If the exact amount

of money is not tendered, AFT reserves the right

not to accept all or part of your payment. In those

circumstances, AFT will return your Application and

refund all or part of your payment without interest.

If your Application is rejected, all of the amounts paid

will be refunded to you. If your Application is scaled,

you will receive the number of Shares in respect of

which your Application is accepted at the Issue Price

and receive a refund of the balance of the relevant

payment amount. All refunds will be made without

interest. Refunds will be issued within five Business

Days following the Allotment Date. Refunds will not be

paid for any difference arising solely due to rounding or

where the aggregate amount of the refund payable to

you is less than NZ$5.00.

You will not be able to withdraw or revoke your

Application once you have sent it in.

3. QUESTIONS AND ANSWERS CONTINUED

7
10. HOW LONG IS THE SPP OPEN AND

WHEN WILL I RECEIVE MY SHARES?

The SPP opens on 15 June 2020 and is expected to

close at 7:00pm New Zealand time / 5:00pm Sydney

time on 26 June 2020, unless extended. If you want to

participate, you should ensure that your Application

and payment is received by 7:00pm New Zealand time

/ 5:00pm Sydney time on 26 June 2020. Applications

received after this time may not be accepted.

Online applications are encouraged. If you are returning

your Application Form by mail, please allow adequate

time for mail deliveries.

You will receive Shares issued to you under the SPP on

the Allotment Date, which is currently expected to be

on or around 2 July 2020. A statement confirming the

number of Shares issued to you under the SPP will be

sent to you on the Despatch Date, currently expected

to be on or around 6 July 2020.

11. FURTHER ASSISTANCE

If you have any further questions, please contact your

broker, financial, investment or other professional

adviser before making your investment decision.

If you have any questions about how to apply online

or complete the Application Form, please contact the

Share Registrar as set out in the Directory.

8
Share purchase plan | June 2020

AFT Pharmaceuticals Ltd

America or who hold Shares on behalf of persons

who are in the United States of America are not

entitled to participate in the SPP.

2.3 Joint holders of Shares are taken to be a single

registered holder of Shares for the purposes

of determining whether they are an Eligible

Shareholder and the certification on the online

application or Application Form is taken to have

been given by all of them.

2.4 If you are an Eligible Shareholder, your rights

under this Offer are personal to you and are non-

renounceable, so you may not transfer them.

TERMS AND

CONDITIONS

4.

IMPORTANT NOTICE

If you apply to participate in the SPP by completing an online application or completing and

returning an Application Form you are accepting the risk that the market price of Shares may

change between the Opening Date, the date you apply for Shares under the SPP, and the

Allotment Date. This means that it is possible that up to or after the Allotment Date, you may

be able to buy Shares at a lower price than the Issue Price.

We encourage you to seek you own independent financial advice regarding your

participation in the SPP.

1. OFFER TIMETABLE

Record Date9 June 2020

Eligible Shareholders registered at 7:00pm New Zealand time / 5:00pm Sydney

time on the Record Date may participate in the SPP.

Opening Date15 June 2020

The Offer opens and this document is sent to Eligible Shareholders.

Closing Date26 June 2020

The Offer closes at 7:00pm New Zealand time / 5:00pm Sydney time on this date,

unless extended. Applications must be received by this time. Applications may, at

AFT’s option, not be processed or held to be valid if they have not been received by

this time.

Allotment Date2 July 2020

Shares are allotted, unless the Closing Date is extended.

NZX Commencement of

trading

2 July 2020

AFT expects the Shares will commence trading on the NZX Main Board on the Allot-

ment Date.

ASX Commencement of

trading

3 July 2020

AFT expects the Shares will commence trading on the ASX on 3 July 2020.

Despatch Date6 July 2020

Transaction confirmation statements will be despatched to shareholders within five

Business Days of the Allotment Date.

These dates and the references to them throughout this document are subject to change. AFT may amend these

dates without prior notice (notwithstanding that the Offer has opened or Applications have been received),

subject to the Listing Rules and applicable laws.

2. ELIGIBLE SHAREHOLDERS

2.1 You may participate in the SPP if you are an

Eligible Shareholder.

2.2 An Eligible Shareholder is a person who, at 7:00pm

New Zealand time / 5:00pm Sydney time on the

Record Date, was recorded in the share register

of AFT as being a registered holder of Shares

and having a registered address in New Zealand

or Australia unless that person holds Shares on

behalf of another person who resides outside New

Zealand and Australia. For the avoidance of doubt,

shareholders who are in the United States of

9
3. ISSUE PRICE AND NUMBER OF SHARES

3.1 The Issue Price for Shares under the SPP is

NZ$3.75

per Share, being the price paid by

investors in AFT’s recent Placement (representing

a discount of 11.1% to the 30-day VWAP up to 9

June of NZ$4.22).

3.2 The Issue Price is a New Zealand dollar amount.

If you apply for an Australian dollar amount of

Shares, AFT will convert the New Zealand dollar

Issue Price to Australian dollars at the NZ$:A$

exchange rate published by the New Zealand

Reserve Bank on its website at 7:00pm New

Zealand time / 5:00pm Sydney time on the Closing

Date.

3.3 You should refer to the answer under question

8 in the “Questions and Answers” section of this

SPP for further information about the relationship

between the Issue Price under the SPP and the

market price of Shares.

3.4 Subject to clause 4.1, if you are an Eligible

Shareholder (unless you are a Custodian to whom

clause 4.1 applies), you may:

(a) subscribe for your full entitlement of

Shares, being Shares having a value of up to

NZ$50,000 or A$47,000; OR

(b) subscribe for less than your full entitlement of

Shares by selecting a parcel value of Shares on

the online application or Application Form.

3.5 Any Application for Shares having a value greater

than NZ$50,000 or A$47,000 will be deemed to

be an Application for Shares having a value of

NZ$50,000 or A$47,000 (as applicable). If you

apply for an Australian dollar amount of Shares

and the exchange rate varies such that the dollar

amount you applied for exceeds the NZ$50,000

regulatory limit, Shares having a total issue price

equal to NZ$50,000 will be issued to you and you

will be refunded the excess cash amount, subject

to scaling.

3.6 Eligible Shareholders may apply only for Shares

having a maximum value of NZ$50,000 or

A$47,000 and may make only one Application.

This applies to all Eligible Shareholders (other than

Custodians to whom clause 4.1 applies), including

those who receive more than one offer under the

SPP (for example, because they hold Shares in

more than one capacity) and including whether

the Eligible Shareholder is applying through a

Custodian or on his or her own behalf.

3.7 If you own Shares through a trustee or Custodian

and also own Shares in your own name, then you

may either purchase Shares yourself or instruct

your trustee or Custodian to purchase Shares on

your behalf. You may not do both.

4. CUSTODIANS

4.1 Custodians may subscribe for Shares having a

value greater than NZ$50,000 / A$47,000 but

only up to the total value of Shares applied for on

behalf of each beneficial owner (who must be an

Eligible Beneficiary) for whom the Custodian acts

as a Custodian (treating joint beneficial owners as

one beneficial owner). Custodians must confirm

to AFT that they are holding Shares as a Custodian

for beneficial owners who are Eligible Beneficiaries

by providing the written certification to AFT

described in clause 4.2 below and set out in the

Application Form. Each beneficial owner may only

direct the Custodian to apply on behalf of that

beneficial owner for one of the options described

in clause 3.4. A separate online application or

Application Form must be completed for each

beneficial owner.

4.2 If a Custodian applies to subscribe for Shares on

behalf of a beneficial owner, the Custodian must

certify to AFT in writing by completing the online

application or Application Form:

(a) that the Custodian held Shares on behalf of:

(i) one or more other persons that are not

Custodians; and/or

(ii) another Custodian (“Downstream

Custodian”) that holds beneficial interests

in Shares on behalf of one or more other

persons to which those interests relate,

on 9 June 2020 at 7:00pm New Zealand time

/ 5:00pm Sydney time (each, a “Participating

Beneficiary”) who are Eligible Beneficiaries

and who have subsequently instructed the

Custodian, and/or the Downstream Custodian,

to apply for Shares under the SPP on their

behalf;

(b) the number of Participating Beneficiaries and

their names and addresses;

(c) the number of Shares that the Custodian holds

on behalf of each Participating Beneficiary;

(d) the dollar amount of Shares that each

Participating Beneficiary has instructed the

Custodian, either directly or indirectly through

a Downstream Custodian, to apply for on their

behalf;

(e) that there are no Participating Beneficiaries in

respect of which the total of the application

price for the following exceeds NZ$50,000 /

A$47,000:

(i) the application price for new Shares

applied for on their behalf under the SPP;

(ii) the application price for any other Shares

issued to the Custodian (as a result of

an instruction given to the Custodian

or a Downstream Custodian) for that

Participating Beneficiary under any

arrangement similar to the SPP in the 12

months prior to the application for new

Shares under the SPP;

(f) that a copy of this document was given to

each Participating Beneficiary;

(g) where the Custodian holds Shares on

10
Share purchase plan | June 2020

AFT Pharmaceuticals Ltd

(c) your electronic funds transfer is not for the

exact amount of the parcel value that you

have applied for;

(d) it appears that you are applying to subscribe

for Shares with a value greater than

NZ$50,000 / A$47,000 including as a result

of Shares you hold directly, jointly or through

a Custodian or nominee arrangement (except

if you are a Custodian applying on behalf of

more than one beneficial owner in accordance

with clause 4);

(e) your Application or payment is received after

7:00pm New Zealand time / 5:00pm Sydney

time on the Closing Date. While AFT has

discretion to accept late Applications and

payment, there is no assurance that it will do

so. Late Applications and payment, if not

processed, will be returned to you at your

registered address. No interest will be paid on

money returned;

(f) AFT believes that you are not an Eligible

Shareholder or Custodian; or

(g) AFT considers that your Application does

not otherwise comply with these Terms

and Conditions or any applicable laws or

regulatory requirements, or the acceptance

of which would cause AFT to breach any

applicable laws or regulatory requirements.

6.2 AFT reserves the right to scale back at its absolute

discretion any Application for Shares under the

SPP. AFT reserves the right to terminate the Offer

and reject all Applications at any time prior to the

issue of the Shares on the Allotment Date.

6.3 If an Application is rejected, all of the relevant

amounts will be refunded to the Applicant. If

Applications are scaled back, the Applicant will

receive the number of Shares at the Issue Price in

respect of which the Application is accepted and

a refund of the balance of the relevant Application

payment. All refunds will be made without

interest. Any difference less than NZ$5.00 due to

scaling or rounding will be retained by AFT and

not refunded. Refunds will be made in the manner

you have elected any dividend payments be made.

Refunds will be issued within five business days

following the Allotment Date.

7. SIGNIFICANCE OF SENDING IN AN

APPLICATION

7.1 If you apply to participate in the SPP, by

completing and returning the Application Form or

completing an online application:

(a) you agree that your Application, on these

Terms and Conditions, will be irrevocable and

unconditional (i.e. it cannot be withdrawn);

(b) you certify to AFT that you are an Eligible

Shareholder entitled to apply for Shares under

these Terms and Conditions;

4. TERMS AND CONDITIONS CONTINUED

behalf of a Participating Beneficiary

indirectly, through one or more

Downstream Custodians, the name and

address of each Downstream Custodian;

and

(h) that the beneficial owner on whose behalf

the Custodian is submitting an Application

Form is not making an application as an

Eligible Shareholder for Shares under the

SPP, and no other Custodian is submitting

an Application Form under the SPP for

that beneficial owner.

4.3 AFT will issue Shares to a Custodian only if AFT

is reasonably satisfied that the total issue price

of Shares issued to any beneficial owner is not

more than NZ$50,000 / A$47,000, whether those

Shares are issued through a Custodian or, if the

beneficial owner is also a shareholder in AFT, in

that beneficial owner’s own right as a shareholder.

4.4 Each Custodian must not participate in the SPP on

behalf of, and must not distribute this document or

any other documents relating to this SPP to, any

person in the United States of America.

5. COMPLETING THE APPLICATION FORM

AND PAYING FOR SHARES

5.1 If you wish to participate in the SPP, you must

complete an online application at www.shareoffer.

co.nz/AFT and make payment in accordance with

the instructions provided. Alternatively, complete

and return the printed Application Form together

with electronic payment in accordance with the

instructions on the Application Form.

5.2 Eligible Shareholders should make an electronic

funds transfer for the dollar amount of Shares

applied for.

5.3 To be valid, Applications must be received by

the Share Registrar before 7:00pm New Zealand

time / 5:00pm Sydney time on 26 June 2020

(being the Closing Date). Applications received

after that date will only be accepted at AFT’s

discretion. Shareholders applying via the

Application Form, should scan and email their

completed Application Form to the Share Registrar

at AFT@computershare.co.nz (please put “AFT

Share Purchase Plan” in the subject line for easy

identification).

6. AFT’S DISCRETION TO ACCEPT OR

REJECT APPLICATIONS

6.1 AFT has complete discretion to accept or reject

your Application to subscribe for Shares under the

SPP, including (without limitation) if:

(a) your online application or Application Form

is incorrectly completed, incomplete or

otherwise determined by AFT to be invalid;

(b) your payment is dishonoured or has not been

completed correctly;

11
(c) you agree to be bound by the constitution of

AFT;

(d) you certify to AFT that your acceptance of the

SPP will not be, or cause, a breach of any law

in any jurisdiction;

(e) you agree to pay the applicable Issue Price per

Share up to a maximum amount equivalent

to the parcel value you specified in your

Application;

(f) you certify to AFT that the total application

price applicable to you for the following does

not exceed NZ$50,000 / A$47,000:

(i) the Shares the subject of the Application

submitted by you;

(ii) any other Shares applied for, or issued

to you, under the SPP or any similar

arrangement in the 12 months before the

date of your Application for Shares under

the SPP;

(iii) any other Shares which you have

instructed a Custodian to acquire on your

behalf under the SPP; and

(iv) any other Shares issued to a Custodian

under an arrangement similar to the SPP

in the 12 months before the date of your

Application for Shares under the SPP as

a result of an instruction given by you

to that Custodian or another Custodian

and which resulted in you holding the

beneficial interest in the Shares;

(g) you authorise AFT (and its officers or agents)

to correct any error in, or omission from, your

Application and to complete the Application

by the insertion of any missing details;

(h) you acknowledge that AFT may at any time

determine that your Application is valid, in

accordance with these Terms and Conditions,

even if the Application is incomplete, contains

errors or is otherwise defective;

(i) you accept the risk associated with any refund

that may be despatched to you by cheque to

your address shown on AFT’s share register

or that may be direct credited to the bank

account showing in the details held by the

Share Registrar;

(j) you acknowledge that AFT may disclose any

information in or relating to your Application

to the Share Registrar in connection with its

management of the SPP;

(k) you acknowledge that none of AFT, its

advisers or agents has provided you with

investment advice or financial product advice,

and that none of them has an obligation to

provide advice concerning your decision to

apply for and subscribe for Shares under the

SPP;

(l) you acknowledge the risk that the market

price for the Shares may change between the

Opening Date, the date you apply for Shares

under the SPP, and the Allotment Date. A

change in market price during these periods

may affect the value of the Shares you receive

under the SPP;

(m) you acknowledge that AFT is not liable for any

exercise of its discretions referred to in these

Terms and Conditions; and

(n) you irrevocably and unconditionally agree to

these Terms and Conditions and agree not to

do any act or thing which would be contrary

to the spirit, intention or purpose of the SPP.

7.2 If a Custodian applies to subscribe for Shares

under the SPP for a beneficial owner pursuant to

clause 4, the certification referred to in clause 7.1(f)

will be taken to be given by each beneficial owner

on whose behalf the Custodian is applying to

subscribe for Shares.

8. SCALING AND ROUNDING

8.1 If you apply for Shares under the SPP, you will

apply for a certain dollar amount rather than a

certain number of Shares. The number of Shares

you will receive will be determined by dividing the

dollar amount of Shares you have applied for by

the Issue Price, unless your Application has been

scaled back in accordance with clauses 8.3 or 8.4.

8.2 If your Application has been scaled back, the

number of Shares you receive will be determined

by dividing the dollar amount of the Shares you

have applied for (as scaled back) by the Issue

Price. If this calculation produces a fractional

number, the number of Shares you will be allotted

will be rounded down to the nearest whole number

of Shares.

8.3 If AFT receives Applications in excess of NZ$2

million, it will scale back Applications having

regard to the number of AFT Shares held by the

Applicant (or, in the case of an Application made

by a Custodian, the relevant beneficial owner(s)

named in the schedule submitted with the

Application) on the Record Date and otherwise at

its discretion.

8.4 Your Application may also need to be scaled so as

to not exceed regulatory limits. The offer under

the SPP needs to comply with the conditions

imposed by the Listing Rules (subject to the NZX

Waiver) and ASIC Corporations (Share and Interest

Purchase Plans) Instrument 2019/547 (as amended

by ASIC Instrument 20-0572). Under these laws

and regulatory requirements, the maximum

amount that Eligible Shareholders may apply for

is up to NZ$50,000. In order not to exceed this

amount, AFT has set the maximum Australian

dollar application amount at A$47,000 to allow

for NZ$:A$ exchange rate movements up to the

Closing Date. However, if the NZ$:A$ exchange

rate varies such that the dollar amount you apply

for exceeds a regulatory limit, your Application

may need to be scaled so that the relevant

regulatory limit is not exceeded.

12
Share purchase plan | June 2020

AFT Pharmaceuticals Ltd

10. FINANCIAL STATEMENTS

10.1 You may obtain free of charge the most recent

annual report and financial statements of AFT by

contacting AFT, or you may download the reports

from AFT’s website: www.aftpharm.com. AFT’s

contact details are in the Directory.

11. AMENDMENTS TO THE SPP AND

WAIVER OF COMPLIANCE

11.1 Notwithstanding any other term or condition of

the SPP and/or the Application Form, AFT may, at

its discretion:

(a) make non-material modifications to the SPP

or these Terms and Conditions without notice

(in which case Applications for Shares under

the SPP will remain binding on all Applicants

notwithstanding such modification and

irrespective of whether an Application Form

was received by the Share Registrar before or

after such modification is made); and/or

(b) suspend or terminate the SPP at any time

before the issue of the Shares under the SPP.

If the SPP is terminated, application monies

received will be refunded to Applicants

without interest.

11.2 AFT reserves the right to waive compliance with

any provision of these Terms and Conditions

(either generally or in respect of a particular

Applicant or Applicants).

12. GOVERNING LAW

12.1 These Terms and Conditions shall be governed by

and construed in accordance with the laws of New

Zealand.

13. DISPUTES

13.1 If any dispute arises in connection with the SPP,

AFT may settle it in any manner it thinks fit. It

may do so generally or in relation to any particular

participant, Application or Share. AFT’s decision

will be final and binding.

14. INCONSISTENCY

14.1 Unless otherwise determined by the directors of

AFT, in the event of any inconsistency between

these Terms and Conditions and:

(a) the “Questions and Answers” section of this

SPP, the Terms and Conditions prevail; or

(b) AFT’s constitution, AFT’s constitution prevails.

8.5 If your Application is scaled, your application

monies will be greater than the value of the Shares

you will be allotted. The difference between

the value of the Shares you are allotted and

your application monies will be refunded to you

in the manner you have elected any dividend

payments be made. No interest will be paid on

any application monies returned to you. Any

difference less than NZ$5.00 will be retained by

AFT and not refunded. Refunds will be issued

within five business days following the Allotment

Date.

9. THE SHARES

9.1 Shares issued under the SPP will rank equally

with, and have the same voting rights, dividend

rights and other entitlements as existing fully paid

ordinary Shares in AFT quoted on the NZX Main

Board and the ASX.

9.2 Applicants for Shares will be bound by AFT’s

constitution and the terms of the Offer set out in

this document.

9.3 The Shares to be issued under the SPP have been

accepted for quotation on the NZX Main Board

and the ASX, with effect on or shortly after the

Allotment Date. AFT will take any necessary steps

to ensure that the Shares issued are, immediately

after the issue, quoted on the NZX Main Board and

the ASX. You cannot trade in any Shares issued

to you pursuant to the SPP, either as principal or

agent, until official quotation on the NZX Main

Board and ASX. AFT expects the Shares issued

under the SPP will commence trading on the NZX

Main Board on the Allotment Date and the ASX

on the next trading day after the Allotment Date.

Neither NZX nor ASX accepts any responsibility for

any statement in this document.

9.4 The issue of Shares under the SPP up to a

maximum value of NZ$50,000 / A$47,000

per

Eligible Shareholder (or per beneficial owner, in

the case of holdings held by Custodians) is being

undertaken pursuant to NZX Listing Rule 4.3.1

(Share Purchase Plans) as modified by the NZX

Waiver, which, among other things, increased

the maximum consideration payable for equity

securities in an SPP to NZ$50,000 / A$47,000 per

registered holder.

9.5 The issue of Shares under the SPP up to a

maximum value of NZ$50,000 per Eligible

Shareholder (or per beneficial owner, in the case of

holdings held by Custodians) in Australia, is being

undertaken pursuant to ASIC Corporations (Share

and Interest Purchase Plans) Instrument 2019/547

as amended by ASIC Instrument 20-0572, which,

among other things, increased the maximum

consideration payable for equity securities in the

SPP to NZ$50,000 per registered holder.

4. TERMS AND CONDITIONS CONTINUED

13
GLOSSARY5.

AFTAFT Pharmaceuticals Limited

Allotment DateOn or around 2 July 2020, unless the Closing Date is extended

Applicant An applicant for Shares in the SPP

Application An application made for Shares under the Offer made using an Application Form or an

online application made through www.shareoffer.co.nz/AFT

Application FormThe personalised application form relating to the SPP which you received with this

Offer, including the instructions on the form

ASXASX Limited or the market it operates (as the context requires)

ASX Listing RulesThe official listing rules of the ASX

Australian Eligible

Shareholder

An Eligible Shareholder with a registered address in Australia on the Record Date

Business DayHas the meaning given to that term in the NZX Listing Rules

Closing Date26 June 2020, unless extended

Custodian · An Eligible Shareholder with a registered address in New Zealand on the Record

Date that:

o is a trustee corporation or a nominee company and holds Shares by reason

only of acting for another person in the ordinary course of business of that

trustee corporation or nominee company; or

o holds Shares by reason only of being a bare trustee of a trust to which the

Shares are subject, and is permitted to operate as a custodian under all

relevant laws; or

· an Australian Eligible Shareholder that:

o holds an Australian financial services licence that covers the provision of a

custodial or depositary service; or

o is exempt from the requirement to hold an Australian financial services licence

for the provision of a custodial or depositary service; or

o holds an Australian financial services licence covering the operation of an

IDPS (as defined in ASIC Class Order CO/13/763) or is a responsible entity of

an IDPS-like scheme (as defined in ASIC Class Order CO/13/763); or

o is a trustee of a self-managed superannuation fund or superannuation master

trust; or

o is the registered holder of Shares and is noted on the register of members of

AFT as holding the Shares on account of another person.

Despatch DateOn or around 6 July 2020, unless extended

Downstream

Custodian

See clause 4.2 of the Terms and Conditions for the definition of “Downstream

Custodian”

Eligible BeneficiaryA person on whose behalf a Custodian is holding Shares at the Record Date, with a

registered address in either Australia or New Zealand, provided that such person is not

in the United States of America.

Eligible ShareholderA person who, at 7:00pm New Zealand time / 5:00pm Sydney time on the Record

Date, was recorded in AFT’s share register as being a registered holder of Shares and

having a registered address in New Zealand or Australia unless that person holds

Shares on behalf of another person who resides outside New Zealand and Australia

Issue PriceNZ$3.75 per Share (being the price paid by investors in AFT’s recent Placement).

14
Share purchase plan | June 2020

AFT Pharmaceuticals Ltd

Listing RulesThe NZX Listing Rules and the ASX Listing Rules, as applicable

NZXNZX Limited

NZX Listing RulesThe NZX Main Board listing rules in force from time to time

NZX Main BoardThe main board financial product market operated by NZX

NZX WaiverThe class waiver and ruling issued by NZX Regulation dated 19 March 2020

Opening Date15 June 2020

Participating

Beneficiary

See clause 4.2 of the Terms and Conditions for the definition of “Participating

Beneficiary”

PlacementThe placement of Shares announced to NZX on 10 June 2020

Record Date9 June 2020

ShareA fully paid ordinary share in AFT

Share RegistrarComputershare Investor Services Limited

SPP or OfferThe share purchase plan detailed in this document

Terms and ConditionsThe terms and conditions of the SPP detailed in this document

5. GLOSSARY CONTINUED

15
ISSUER

AFT Pharmaceuticals Limited

Level 1, 129 Hurstmere Road,

Takapuna

Auckland 0622

www.aftpharm.com

SHARE REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Private Bag 92119

Auckland 1142

Phone: 0800 650 034

Email: AFT@computershare.co.nz

LEGAL ADVISERS

Harmos Horton Lusk Limited

Level 33, Vero Centre

48 Shortland Street

Auckland 1010

DIRECTORY6.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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