Waiver from Listing Rules in relation to SPP

4188532 v1





NZX Regulation Decision

Serko Limited ("SKO")

Application for a waiver from limb (a) of the definition of
"Share Purchase Plan" under the NZX Listing Rules



30 September 2020

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Waiver from limb (a) of the definition of "Share
Purchase Plan"
Decision
1. Subject to the conditions set out in paragraph 2 below, and on the basis that the
information provided by Serko Limited ("SKO") is complete and accurate in all material
respects, NZX Regulation ("NZXR") grants SKO a waiver from the definition of "Share
Purchase Plan" ("SPP"), to the extent this definition would prevent SKO from accepting
applications in excess of NZ$50,000 per registered holder (or, in the case of Equity
Securities held through a custodian, each beneficial owner) in any 12 month period.
2. The waiver in paragraph 1 above is provided on the conditions that:
(i) the consideration payable for the Equity Securities issued in the SPP does not exceed
NZ$50,000 per registered holder (or, in the case of Equity Securities held through a
custodian, each beneficial holder); and
(ii) the waiver, its conditions and implications being disclosed in SKO's next annual
report.
3. The material information on which this decision is based is set out in Appendix One to this
decision. This waiver will not apply if that information is not, or ceases to be, full and
accurate in all material respects.
4. The definition to which this decision relates are set out in Appendix Two.
5. The waiver in paragraph 1 above shall only apply to the SPP and not to any other offer
made by SKO.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph 1 above, NZXR has
considered that:
(i) the SPP is intended to be fair to minority shareholders by providing a mechanism to
mitigate the dilutionary effects of the Placement (as defined in Appendix One below);
(ii) absent the waiver being granted, SKO considers it likely to be necessary to cap the
maximum application amount under the SPP at NZ$35,000 given the inherent
difficulties with accepting applications from shareholders for up to the full NZ$50,000
less any amount they subscribed for under the SPP component of the Previous Offer
(as defined in Appendix One below). Further, SKO is not in a position to "top-up" an
application in this instance through the use of its placement capacity (given its limited
headroom following the Previous Offer and subsequent share price volatility). In any
case, such structures are complex and potentially difficult for shareholders to
understand;
(iii) an SPP offer amount of up to the full NZ$50,000 per shareholder permits almost all
(approximately 98%) of SKO's shareholders to apply to participate in the SPP to a
level which at least maintains their pre-Offer pro rata holding. The oversubscription
facility, to the extent adopted by Serko, will likely result in reduced scaling for SKO’s
shareholders if the SPP is oversubscribed. If the SPP offer amount was capped at

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NZ$35,000 then fewer SKO shareholders would be able to maintain their pre-Offer
pro rata holding;
(iv) an SPP offer amount of up to the full NZ$50,000 avoids an arbitrary distinction
between those shareholders that did or did not participate in the SPP component of
the Previous Offer;
(v) the SPP component of the Previous Offer received strong shareholder support with
applications significantly exceeding the offer size of NZ$5 million. SKO has
therefore increased its offer size for the proposed SPP by up to 100% compared to
the SPP component of the Previous Offer to accommodate considerable demand
from minority shareholders;
(vi) the Offer structure comprising a Placement and SPP was determined by the SKO
Board, after receiving advice, to be the optimal capital raising structure for SKO and
its shareholders at this time which provides genuine benefits for SKO's shareholders
(over a Rights offer or Accelerated offer); and
(vii) there is precedent for this decision.

Confidentiality

7. SKO has requested that this application and any decision be kept confidential until SKO
releases an announcement relating to the Offer.
8. In accordance with Rule 9.7.2, NZXR grants SKO's request.

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Appendix One
9. SKO is a Listed Issuer with ordinary shares Quoted on the NZX Main Board and the ASX
(as a foreign-exempt issuer).
10. SKO is confidentially considering undertaking a capital raising in reliance on the class
waiver and ruling issued by NZX Regulation dated 30 September 2020 (Class Waiver),
which would comprise an offer of newly issued ordinary shares in SKO ("Shares") to
institutional investors under NZX Listing Rule 4.5.1 ("Placement") and a share purchase
plan to SKO's eligible retail shareholders in New Zealand and Australia under NZX
Listing Rule 4.3.1(c) ("SPP") (together, the "Offer"). SKO’s intention is, where possible,
to allocate on a pro-rata basis to existing shareholders in the Placement. As part of the
SPP SKO will also offer an oversubscription facility. To the extent that scaling is required
due to the SPP being oversubscribed, scaling will be applied relative to existing
shareholding levels.
10. In October 2019, SKO undertook a capital raise by way of placement and share purchase
plan (the "Previous Offer"). We note that, at that time, SKO did not consider that it
would undertake a second capital raising within 12 months. However, SKO has been
advised that, due to market conditions and the significant volatility experienced in New
Zealand and globally, the current time presents the optimal window for a capital raising
to be launched.
11. Under the SPP pursuant to the Previous Offer, SKO accepted applications for new
Shares for up to a maximum of NZ$15,000 / AU$13,950 shareholder pursuant to the
threshold in the definition of "Share Purchase Plan" under the NZX Listing Rules (as they
were then).
12. Pursuant to limb (a) of the definition of "Share Purchase Plan" under the NZX Listing
Rules, as modified by the Class Waiver, SKO is only able to accept applications under
the SPP for up to NZ$50,000 per registered shareholder (or beneficial owner) in any 12
month period. Because SKO accepted applications under the SPP component of the
Previous Offer for up to NZ$15,000 per registered holder (or beneficial owner), absent
this waiver SKO would only be able (in theory) to accept applications for a maximum of
NZ$50,000 per registered holder (or beneficial owner) in the SPP, less the value of
shares issued to that registered holder (or beneficial owner) under the SPP component
of the Previous Offer. SKO has therefore applied for a waiver so that all eligible
shareholders can apply for new Shares up to a maximum of NZ$50,000.
13. Securities issued under the SPP offer will be at a price no greater than the Placement
price.

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Appendix Two
Share Purchase Plan
1
means an offer of Equity Securities to all holders of existing Equity
Securities of the Issuer carrying Votes (subject to Rule 4.4.1(e))
where:
(a) the consideration payable for the Equity Securities issued does
not in any 12 month period exceed $50,000 per registered holder
(or, in the case of Equity Securities held through a custodian, each
beneficial owner),
(b) the number of Equity Securities to be issued does not exceed
30% of the Class of Equity Securities already on issue at the time
the offer is made which are fully paid and entitle the holder to Vote,
and
(c) the Offer Document contains a term to the effect that, if
oversubscribed, oversubscriptions will be accepted (subject to
paragraph (b) above or such lower limit as contained in the Offer
Document) or acceptances will be scaled having regard to the
number of fully paid Equity Securities carrying Votes held by those
accepting the offer either on Record Date or the closing date of the
offer (and which date is relevant must be specified in the Offer
Document).


1
As amended pursuant to the NZX Regulation Class Waiver and Ruling in relation to Section 4 of the NZX Listing Rules dated
30 September 2020, which can be found here: https://www.nzx.com/regulation/classwaivers-and-rulings.