Launch of Renounceable Rights Issue

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Renounceable Rights Offer



1 for 3 Pro Rata Renounceable Rights Issue
Dated 2 December 2020

















































This is an important document. It explains Allied Farmers’s plans to raise new capital of up to $2,975,788
through a renounceable rights issue, and your opportunity to participate. You should read the whole
document before deciding whether to subscribe for shares or sell your rights. If you have any doubts about
what to do, please consult your financial or legal advisor
Important Notice! If you do not take any action, your Rights will lapse and you will not be able
to subscribe for any New Shares or realise any other value for your Rights. The Allied Farmers
Board encourages you to either take up your Rights in full or sell your Rights on market.

IMPORTANT INFORMATION

General information
This document has been prepared by Allied Farmers
Limited (Allied Farmers) in connection with a 1 for 3
renounceable rights offer of new ordinary shares to
Eligible Shareholders. The Offer 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 Allied Farmers.

Further information available under continuous
disclosure obligations
Allied Farmers is subject to continuous disclosure
obligations under the NZX Listing Rules. Market releases
by Allied Farmers, including its most recent financial
statements, are available at www.nzx.com
under stock
code ALF.

Allied Farmers may, during the period of the Offer, make
additional releases to the NZX. If you have already
submitted an application, and information in a release by
Allied Farmers causes you to change your mind about
your application, you will not be entitled to withdraw
your application without Allied Farmers’s consent unless
required by law.

The market price of Shares may increase or decrease
between the date of this document and the date of
allotment of New Shares. Any changes in the market
price of Shares will not affect the Issue Price, and the
market price of New Shares after allotment may be higher
or lower than the Issue Price.

Offering restrictions
No action has been taken to permit a public offering of
the New Shares in any jurisdiction outside New Zealand.
The distribution of this document (including an electronic
copy) in a jurisdiction outside New Zealand may be
restricted by law and no offer of New Shares is being
made to persons outside of New Zealand.

In particular, this document may not be distributed to any
person, and the New Shares may not be offered or sold,
in any country outside of New Zealand or as Allied
Farmers 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.

No guarantee
There is no guarantee that the Offer will proceed, or
about the future performance of Allied Farmers or any
return on any investment made under this document.


Withdrawal
Allied Farmers reserves the right to withdraw the Offer,
in part or in full, at any time before the Issue Date, in its
sole discretion.

It is your 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 investor.

Privacy
Any personal information provided by Eligible
Shareholders on the Entitlement and Acceptance Form
will be held by Allied Farmers and/or the Share
Registrar at the addresses set out in the Directory. This
information will be used for the purposes of
administering your investment in Allied Farmers and
will be disclosed to third parties only with your consent
or if required by law. Under NZ privacy law, you have
the right to access and correct any personal
information held about you.

Dividend policy
The payment of dividends is at the discretion of the
Board. The New Shares will not benefit from the
dividend announced by Allied Farmers on 24
November 2020.

Enquiries
Enquiries about the Offer can be directed to an NZX
Firm, an Authorised Financial Adviser, or your lawyer,
accountant, or other professional adviser. If you have
any questions about the number of New Shares shown
on the Entitlement and Acceptance Form that
accompanies this document, or how to complete the
Entitlement and Acceptance Form, please contact the
Share Registrar.

Time and currency
All references to time in this document are to New
Zealand time, and all references to currency are to New
Zealand dollars.

Defined terms
Capitalised terms used in this document have the
specific meaning given to them in the Glossary at the
back of this document or in the relevant section of this
document.

Dear Shareholders

Allied Farmers Rights Issue

On behalf of the directors of Allied Farmers Limited (Allied Farmers), we are pleased to offer Eligible Shareholders
the opportunity to participate in our renounceable rights issue of 1 New Share for every 3 Existing Shares held,
at an issue price of 50 cents per New Share, to raise up to approximately $2,975,788.

We intend to use the proceeds from the Offer to execute on our strategy to invest in the growth of our rural-
focused finance business, innovation initiatives, and investment in digital technologies. As highlighted in our
recent FY20 financial results commentary, our intention is to continue to evaluate and potentially invest in
profitable and innovative technologies either by strategic partnership or through direct investment within a
disciplined and ethical investment framework.

Eligible Shareholders are entitled to take up 1 New Share for every 3 Existing Shares held, and to apply for
additional shares at the same price. If you choose not to invest, and the offer is fully subscribed, you will
experience dilution of around 25% in your percentage interest in Allied Farmers*.

Allied Farmers Placement

At our annual meeting on 24 November 2020 (Annual Meeting) Shareholders approved the Placement of up to
10 million shares to investors at the same price of 50 cents per share. We indicated in the explanatory notes to
the notice of meeting for the Annual Meeting that investors would likely be a combination of high net worth
persons, institutions and others whose interest in Allied Farmers has been heightened by the proposed
investment in NZ Rural Land Management Limited Partnership (discussed below).

However, we received feedback from some existing shareholders that they would like, in addition to participation
in the rights issue, to also invest in the Placement. Please contact our Company Secretary Ross O’Neill, by email
at ross.oneill@alliedfarmers.co.nz
if you would like to discuss participating in the Placement.

Management Company Investment and New Zealand Rural Land Company IPO

At our Annual Meeting, Shareholders also approved the issue of 5 million shares at 50 cents per share in
consideration for the conditional purchase of a 50 percent interest in NZ Rural Land Management Limited
Partnership (the Manager), the manager of NZ Rural Land Company Limited (NZRLC). NZRLC is currently raising
funds in an initial public offering to invest in rural New Zealand land.

Notwithstanding that the purchase of an interest in the Manager did not require shareholder approval, at the
Annual Meeting shareholders provided feedback that they would like to understand more about our proposed
investment in the Manager. Now that the NZRLC offer has been made public, and the Management Agreement
between the Manager and NZRLC (Management Agreement) is also public, we have provided this information
in the question and answer sheet accompanying this Offer. In addition, a copy of the Management Agreement
can be found at www.disclose-register.companiesoffice.govt.nz
by searching offer number ‘OFR12993’.

If you would like to learn more about NZRLC’s public offering, a copy of its p roduct disclosure statement and
application form can be found at www.disclose-register.companiesoffice.govt.nz
by searching offer number
‘OFR12993’, or you can alternatively visit: www.nzrlcshareoffer.co.nz.

Yours sincerely,


Richard Perry, Chairperson

*Based on the number of ordinary shares on issue at the date of this Offer, being 17,854,729 shares

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. The Offer
is not underwritten.
Eligible Shareholder Any Existing Shareholder with a registered address in New
Zealand (or as Allied Farmers may otherwise determine
necessary to comply with applicable laws) on the Record
Date.
Issue price $0.50 per New Share (being a discount of 19.4% against
the closing price of $0.62 on 15 October 2020, being the
date immediately prior to the date of Allied Farmers’s
announcement of its capital raising plan, and a discount of
35.9% against the closing price of $0.78 on 30 November
2020).
Offer Size
The maximum amount to be raised under the Offer is
$2,975,788
(including through the Oversubscription
Facility).
Oversubscriptions You may apply for more than your pro-rata entitlement at
the Issue Price by participating in the Oversubscription
Facility, which is comprised of New Shares for which Rights
are not taken up by other Eligible Shareholders.

If demand for New Shares in the Oversubscription Facility
exceeds availability, your application for additional New
Shares will be subject to scaling on the basis determined
by the Board.
Shares currently on issue 17,854,729
Maximum number of New Shares being
issued
5,951,576
When to apply Applications must be received by 5:00 p.m. on the Closing
Date (18 December 2020, unless extended)
How to apply Application can be made by completing the enclosed
Entitlement and Acceptance Form and returning it to the
Share Registrar together with payment.

If Allied Farmers receives, on or before the Closing Date,
both an acceptance and a renunciation by an Eligible
Shareholder in respect of the same Rights, the
renunciation will be given effect in priority to the
acceptance.


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 through the Placement.

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IMPORTANT DATES
Announcement of the Offer 23 November 2020
Ex-Date and Rights trading commences
on the NZX Market
30 November 2020
Record Date for determining eligibility 7:00 p.m. on 1 December 2020
Opening Date and mailing/emailing of
Offer documentation
2 December 2020
Rights trading ends on the NZX market 14 December 2020
Closing Date (last day for receipt of a
renunciation or the completed
Entitlement and Acceptance Form, with
payment), unless extended
18 December 2020
Allotment and issue of New Shares 24 December 2020
Anticipated date of quotation of New
Shares
24 December 2020
Statements mailed 31 December 2020

These dates are subject to change and are indicative only. Allied Farmers reserves the right to amend this
timetable (including by extending the Closing Date) subject to applicable laws and rules of the NZX Main Board.
Allied Farmers reserves the right to withdraw the Offer and the issue of New Shares at any time before the
Issue Date in its absolute discretion.

ACTIONS THAT MAY BE TAKEN BY ELIGIBLE
SHAREHOLDERS

Your Options

Accompanying this Offer Document is an
Entitlement and Acceptance Form showing the
number of Rights to subscribe for New Shares
that you are entitled to under the Offer. You
may take one or more of the following actions:
• accept all or some of your Rights (and
apply to oversubscribe for additional
New Shares at your election);
• sell all or some of your Rights;
• accept some of your Rights and sell all
or some of the remaining balance; or
• do nothing with all or some of your
Rights.

Important

If you do nothing with your Rights before the
Closing Date, they will lapse and you will not be
able to subscribe for any New Shares under the
Offer or realise any other value for your Rights.
Given that your Rights may have value, please
consult a financial adviser if you are uncertain
on what course of action to take.

The Offer is pro-rata. If you take up all of your
Rights your percentage shareholding in Allied
Farmers will not reduce following completion
of the Offer. If you decide not to take up any
of your Rights, and the maximum number of
New Shares offered are issued, your
percentage interest in Allied Farmers will
reduce by 25%.

Accepting Your Entitlement

Eligible Shareholders who wish to accept all or
some of their Rights should return their
completed Entitlement and Acceptance Form
and deliver it to the Share Registrar, along with
payment of the Issue Price in full, by no later
than 5:00 p.m. on the Closing Date in
accordance with the instructions set out in the
Entitlement and Acceptance Form.

Alternatively, you can deliver your completed
Entitlement and Acceptance Form to any NZX
Firm or any entity designated as an NZX Firm
under the NZX Participant Rules in sufficient
time for that document to be forwarded to,
and received by, the Share Registrar by the
Closing Date. If you do this, you must make
payment of your Application Funds by no later
than the Closing Date in accordance with the
instructions set out in the Entitlement and
Acceptance Form.

There is no minimum number of New Shares
that you must subscribe for under the Offer.
Applicants will be treated as having accepted
the offer to purchase the number of New
Shares for which payment is made.

Selling Your Entitlement

The Rights are renounceable. This enables
Eligible Shareholders who do not wish to take
up all or some of their Entitlement to sell those
Rights they have not taken up.

If you wish to sell all or some of your Rights, this
can be effected on the NZX Market by
instructing an NZX Firm to sell all or some of the
number of Rights specified in the Entitlement
and Acceptance Form. You will need to provide
your authorisation code (FIN) and your
common shareholder number (CSN) to the NZX
Firm that you are instructing to sell your Rights.
You may be required to pay brokerage in
respect of that sale.

Trading of Rights will commence on the NZX
under the code ALFRC on 30 November 2020
and will end at 5:00 p.m. on 14 December
2020. Your rights may be sold on the NZX
market between those dates, should you
choose not to accept your full Entitlement. If
you wish to sell your Rights using this method
you must do so before close of trading of the
NZX Main Board on the end date for Rights
trading. The price at which the rights are
trading will be available at www.nzx.com
or
from your broker.

You may also sell all or some of your Rights off-
market if you have identified someone willing
to buy some or all of your rights by completing

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the renunciation section of the Entitlement
and Acceptance Form. All renunciations must
be lodged with the Share Registrar, Link Market
Services Limited, not later than the Closing
Date (5:00pm on 18 December 2020). The
Share Registrar’s details for the return of your
Entitlement and Acceptance Form is set out in
the Directory.

Accepting Part of Your Entitlement and Selling
the Balance

There is no minimum number of New Shares
that you must subscribe for under the Offer.
You may take up as many or as few of your
Rights as you wish. If you wish to take up some
of your Rights and sell the balance, you may:
• instruct an NZX Firm to sell the number
of Rights you wish to sell; and
• exercising the remaining Rights by
indicating the number of New Shares
you wish to apply for in the
Entitlement and Acceptance Form and
sending your completed Entitlement
and Acceptance Form, together with
payment for the number of New
Shares applied for, directly to the NZX
Firm through whom you sold your
Rights.

If Allied Farmers receives, on or before the
Closing Date (5:00pm on 18 December 2020)
both an acceptance and a renunciation by an
Eligible Shareholder in respect of the same
Rights, effect will be given to the renunciation
in priority to the acceptance.

Payment Instructions

Payment instructions are provided under the
heading “Application Instructions” on the
Explanatory Notes to the Entitlement and
Acceptance Form. Payment can only be made
by Direct Debit, Cheque or Bank Draft. Please
choose only one payment option.

Option 1 – Direct Debit (Preferred Method)

If you wish to pay by direct debit you must
complete the direct debit section in the
Entitlement and Acceptance Form. By
completing the direct debit section in the
Entitlement and Acceptance Form, you
authorise the Share Registrar to direct debit
the nominated bank account for the amount
for which you have applied on the date that the
Entitlement and Acceptance Form is received
by the Share Registrar. The bank account must
be with a New Zealand registered bank.

You cannot specify a direct debit date and you
must ensure that:
• the bank account details supplied are
correct;
• the Application Funds in the bank
account for the direct debit are
available on the day you submit your
Entitlement and Acceptance Form;
• the person(s) giving the direct debit
instruction has/have authority to
operate the account solely/ jointly; and
• the bank account you nominated is a
transactional account eligible for direct
debit transactions. If you are uncertain
you should contact your bank.

Should your direct debit fail, your acceptance
will be rejected. If requested, a direct debit
form will be provided to you by the Share
Registrar.

Option 2 – Cheque or Bank Draft

By bank draft in New Zealand dollars or a
cheque drawn from a New Zealand registered
bank and made out in New Zealand dollars.
Cheques must be made payable to “Allied
Farmers Entitlement Offer”, crossed “Not
Transferable” and must not be post-dated as
cheques will be banked on the day of receipt.

If your cheque is dishonoured Allied Farmers
may cancel your allotment of Shares and
pursue any other remedies available to it at
law.


Status of Acceptances

By completing and returning an Entitlement
and Acceptance Form and applying for New

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Shares, you agree to accept the New Shares
subject to the terms set out in this Offer and
the Entitlement and Acceptance Form. Your
application is irrevocable and cannot be
withdrawn. Allied Farmers has the sole
discretion to accept or reject your application
for New Shares.

Deemed Application

If there is a discrepancy between the amount
of your Application Funds and the number of
New Shares for which you have applied, you
will be deemed to have applied for the number
of New Shares to which your Application Funds
equates (rounded down).

Enquiries

If you have any queries about the number of
Rights shown on the Entitlement and
Acceptance Form which accompanies this
Offer Document, or how to complete the
Entitlement and Acceptance Form, please
contact the Share Registrar (refer to the
Directory for contact details).

TERMS AND CONDITIONS

1. The Offer

The Offer is an offer of New Shares in Allied
Farmers 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, all Existing Shares in Allied
Farmers which are quoted on the NZX Main
Board. The Rights and the New Shares will be
quoted on the NZX Main Board. The
maximum number of New Shares being
offered under the Offer is 5,951,576.

2. Issue Price

The Issue Price is $0.50 per New Share, which
is the same price as the proposed Placements
announced on 16 October 2020. The Issue
Price must be paid in full with a completed
Entitlement and Acceptance Form delivered
(either by mail, delivery or email) to the Share
Registrar in accordance with the instructions
set out in the Entitlement and Acceptance
Form. Allied Farmers may accept late
Applications and/or late Application Funds,
but is under no obligation to do so. Allied
Farmers may accept or reject (at its
discretion) any Entitlement and Acceptance
Form which it considers is not completed
correctly, and may correct any errors or
omissions on any Entitlement and
Acceptance Form.

If an Eligible Shareholder fails to accept any
New Shares and pay the associated
Application Funds by the Closing Date
(5:00pm on 18 December 2020, unless
extended), their Rights will lapse.

As required by the Listing Rules, if Allied
Farmers 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 Funds received will be held in a
trust account with the Share Registrar until
the corresponding New Shares are allotted or
the Application Funds are refunded. Interest
earned on the Application Funds will be for
the benefit, and remain the property, of
Allied Farmers and will be retained by Allied
Farmers whether or not the issue of New
Shares takes place. Any refunds of
Application Funds 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 as
Allied Farmers may otherwise determine in
compliance with applicable laws), who are
registered as Shareholders at the Record
Date.

Allied Farmers considers that the legal
requirements of other jurisdictions in which
Shareholders have a registered address are
such that it would be unduly onerous for
Allied Farmers 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 Allied Farmers and
the costs of complying with overseas legal
requirements.

For Shareholders that are not Eligible
Shareholders, Allied Farmers will endeavour
to arrange the sale of their Rights, or the
underlying New Shares to which they would
be entitled if they were eligible to participate,
and account to them for the net proceeds.

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.

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If the total number of Additional New Shares
applied for exceeds the total number of New
Shares in the Oversubscription Facility, Allied
Farmers will scale the oversubscription
applications in such manner as the directors
consider equitable and in the interests of
Allied Farmers. In undertaking such scaling,
the directors will have regard to:
• the number of Existing Shares held by
applicants for Additional New Shares as
at the Record Date;
• 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.

Allied Farmers 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 acceptance on 2
December 2020 (the Opening Date). The last
day for receipt of Entitlement and
Acceptance Forms, in each case with
payment, is 5:00 p.m. on 18 December 2020
(the Closing Date). The Opening Date and the
Closing Date may be varied by Allied Farmers
in accordance with the Listing Rules.

6. Issue of New Shares

Allied Farmers expects to allot and issue New
Shares on 24 December 2020 (the Issue
Date).

If the Offer is extended, Allied Farmers may
issue New Shares for applications it has
received on the original Closing Date on or
about 18 December 2020, and weekly
thereafter as any further applications are
received, until up to 5 Business Days after any
extended closing date.

Statements for New Shares will be issued and
posted 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 of 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
Allied Farmers’s constitution or the Listing
Rules), the rights to dividends authorised by
the Board (except for the dividend declared
by Allied Farmers on 24 November 2020) and
the right to a proportionate share in any
distribution of surplus assets of Allied Farmers
on any liquidation.

8. Partial Acceptance

If you are an Eligible Shareholder, you are not
required to subscribe for all of the New Shares
to which you are entitled under the Offer.
You may subscribe for a proportion of your
Entitlement, or allow your Entitlement to
lapse.

9. Stamping Fee

A broker stamping fee of 1.5% of Application
Funds on New Shares allotted will be paid to
NZX Primary Market Participants who submit
a valid claim for a broker stamping fee on
successful applications, subject to a minimum
fee of $25 per successful application. The fee
will be paid by Allied Farmers. Allied Farmers
reserves the right to decline payment of broker
stamping fees where it considers that
holdings have been split or otherwise
structured to take advantage of the stamping
fee arrangements.

10. Minimum Amount Raised

There is no minimum amount that must be
raised for the Offer to proceed.



11. NZX Main Board Quotation

The Rights and the New Shares have been
accepted for quotation by NZX and will be
quoted upon completion of allotment
procedures.

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NZX accepts no responsibility for any
statement in this Offer document.

12. Compliance with Takeovers Code

To the extent required and permitted, Allied
Farmers intends to
rely on the Takeovers
Code (Facilitation of Capital Raising in Response
to COVID-19) Exemption Notice 2020 in
relation to the Offer and the issue of New
Shares
(including under the Oversubscription
Facility).

13. NZX Listing Rules

The issue of New Shares under the Offer is
being undertaken under Listing Rule 4.3.1(a)
(pro rata issues).

14. Amendments to the Offer and Waiver of
Compliance

Notwithstanding any other term or condition
of the Offer and/or the Application Form,
Allied Farmers may, at its discretion:
• make non-material modifications to the
Offer on such terms and conditions it
thinks fit (in which event applications for
New Shares under the Offer will remain
binding on the applicant
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
• suspend or terminate the Offer at any
time prior to the issue of the New Shares
under the Offer (including by reviewing
the timetable for the Offer). If the Offer
is terminated, Application Funds will be
refunded to applicants without interest
within 5 Business Days of termination.

Allied Farmers reserves the right to waive
compliance with any provision of these terms
and conditions.

Allied Farmers will notify NZX of any waiver,
amendment, variation, suspension,
withdrawal or termination of the Offer.

15. Governing Law

These terms and conditions are governed by
and are to be construed in accordance with
the laws of New Zealand.

GLOSSARY


Additional New Shares means New Shares which an
Applicant applies for over and above their Entitlement
under the Oversubscription Facility.

Allied Farmers means Allied Farmers Limited (New
Zealand company number 169597).

Application Funds means the amount payable by an
Eligible Shareholder in respect of New Shares applied
for under the Offer.

Business Day has the meaning given to that term in
the Listing Rules.

Closing Date means 5:00 p.m. on 18 December 2020
(unless extended beforehand by notice in writing to
NZX).

Eligible Shareholder means a Shareholder of Allied
Farmers with a registered address in New Zealand (or
as Allied Farmers 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.

Entitlement and Acceptance Form means the
entitlement and acceptance form accompanying this
document for Eligible Shareholders.

Existing Share means a fully paid share in Allied
Farmers on issue on the Record Date.

Equity Securities has the meaning given to that term
in the Listing Rules.

Issue Date means the date the new shares are issued,
to be 24 December 2020.

Issue Price means $0.50 per New Share.

.

Listing Rules means the NZX listing rules, as amended
from time to time.

New Shares means an ordinary share in Allied Farmers
offered under the Offer of the same class as (and
ranking equally in all respects with) Allied Farmers’s
quoted Existing Shares at the time of the issue of those
shares.

NZX means NZX Limited.

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 NZX Participant Rules of NZX.

NZX Participant Rules means the NZX Participant
Rules, as amended from time to time.

NZX Primary Market Participants means a business
accredited by NZX to participate in NZX markets.

Offer means the offer to subscribe for New Shares to
Eligible Shareholders as at the Record Date, pursuant
to this document.

Opening Date means 2 December 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 any shortfall in the
Offer

Placement means the proposal to place up to $5
million in one or more private placements of Shares
announced on 16 October 2020.

Record Date means 7:00 p.m. on 1 December 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 Allied
Farmers.

Share Registrar means Link Market Services Limited,
the Share Registrar of Allied Farmers.

Shareholder means a registered holder of Shares on
issue.

DIRECTORY

ENQUIRIES
Enquiries about this Offer should be directed to
an NZX Firm or your financial or legal advisor.

ALLIED FARMERS LIMITED
201 Broadway
Stratford 4332

Ph: 06 765 6199
Website: www.alliedfarmers.co.nz


DIRECTORS
Richard Perry, Chairperson
Marise James
Philip Luscombe
Ross Verry
If you have queries about your Entitlements
please contact Link.

SHARE REGISTRAR
Link Market Services Limited
PO Box 91976
Auckland 1142

Ph: 09 375 5998

Email:
lmsendenquiries@linkmarketservices.com


Website: www.linkmarketservices.co.nz


LAWYERS
Tompkins Wake
Westpac House
Level 8
430 Victoria Street
Hamilton 3204

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AH-370048-35-399-1:wu















IMPORTANT: THIS DOCUMENT REQUIRES YOUR IMMEDIATE ATTENTION
PLEASE READ THE ‘EXPLANATORY NOTES’ SECTION OVERLEAF BEFORE COMPLETING THIS FORM
ENTITLEMENT AND ACCEPTANCE FORM
1 FOR 3 ENTITLEMENT OFFER OF UP TO 5,951,576 ORDINARY SHARES ISSUED ON A FULLY PAID BASIS WITH $0.50 PER NEW SHARE PAYABLE ON
APPLICATION

Instructions for the completion of this Entitlement and Acceptance Form are enclosed. Please read the
EXPLANATION OF ENTITLEMENT before
completing this form. If you are in any doubt as to how to deal with this Entitlement Offer please consult an NZX Primary Market Participant, or your
lawyer, accountant or other professional adviser.

Please complete this section and return in the manner set out on the enclosed instructions.

ENTITLEMENT AND ACCEPTANCE
Shares held on the Record Date
(7:00pm 1 December 2020):

Your full Entitlement to New Shares: Total application amount payable for
full Entitlement:
$

Part A: COMPLETE THIS SECTION TO APPLY FOR ALL OR SOME OF YOUR ENTITLEMENT
Please complete the following to accept your Entitlement and calculate the amount payable at the issue price of $0.50 per New Share.
New Shares
Accepted
+
Oversubscription
Facility (APPLIED FOR IN
EXCESS OF ENTITLEMENT)
=
Total New Shares
Accepted
x
Amount per
New Share
=
Total Amount
Payable



$0.50
$




IMPORTANT: If you choose to take up all or some of your Entitlement, this Entitlement and Acceptance Form, together with the total amount payable
on acceptance, must be forwarded in the reply paid envelope accompanying the Offer Document (or returned by means of one of the other methods
set out in the instructions) so as to be received by Link Market Services Limited (Registrar)
NOT LATER THAN 5.00pm Friday,
18 December 2020.
If you wish to sell all or some of your Entitlement, you may do so by selling the part of your Entitlement that you wish to renounce.
If you do not take up or sell any of your Rights they will lapse and you will not be able to subscribe for any New Shares.

PAYMENT: YOU MAY ONLY CHOOSE ONE OPTION
Option 1: DIRECT DEBIT
Direct debits allow Allied Farmers or its agent to deduct money from your nominated bank account as payment for your application. If you
wish to make payment by this method, please complete your account details below. By signing this Entitlement and Acceptance Form, the
signatory agrees that Allied Farmers or its agent is authorised to direct debit the bank account below for the total amount payable in
accordance with the terms specified in the Explanation of Entitlement.
Account Name:______________________________________________________________

0

Bank Branch Account number Suffix
Option 2: CHEQUE
Please attach your cheque for the total amount payable. Your cheque must be for immediate value drawn on a New Zealand bank, or bank draft in
New Zealand currency, made out to “Allied Farmers Entitlement Offer”. Cheques should be crossed 'Not Transferable'. Post-dated cheques will not
be accepted. If your cheque dishonours, your application will be rejected.

SIGNATURE
Please read the APPLICATION TERMS AND INSTRUCTIONS on the back of this Form before completing (All holders as named in the top part of this Form must sign).



Email:

THIS FORM, TOGETHER WITH THE TOTAL AMOUNT PAYABLE ON APPLICATION, MUST BE RETURNED SO AS TO BE RECEIVED BY LINK MARKET SERVICES LIMITED NOT
LATER THAN 5:00PM FRIDAY 18 DECEMBER 2020
Date: 2020 Daytime mobile number:
Shareholder Details
«Reg_Line_5»
«Reg_Line_6»
Shareholding as at 7:00pm (NZ time) on
1 December 2020: <number>
CSN/Shareholder Number: <CSN number>
<Barcode>

AH-370048-35-399-1:wu
SECURITY RENUNCIATION / SECURITY TRANSFER FORM
DO NOT SIGN THIS FORM IF YOU INTEND TAKING UP YOUR FULL RIGHTS ENTITLEMENT
PART I – DETAILS OF SELLER:
Full Name of Issuer ALLIED FARMERS LIMITED
Description of Rights Right to subscribe for New Shares at $0.50 per New Share
Number of Rights In words: In figures:
Seller(s) Details:
Seller(s) details appear on the front of this Form (Name Address and Shareholder number) and are not required to
be completed.
Signature of seller(s). All holders named on the front of this Form must sign below
________________________________________________________________________________________________________________________
Date:__________________________________________2020 Day time phone number: (_ _)_________________________________
I/We hereby sell and transfer the Rights described above in favour of the person(s) named below.
PART II – BUYER’S ACCEPTANCE & DETAILS
Consideration In words: Figures $
BUYER(S) Full Name(s):
Postal address:
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
BUYER’S CSN/Holder Number

Acceptance of Rights and Payment Number of New Shares accepted:
(including oversubscriptions)
Amount per Right

$0.50
Payment Amount enclosed
(A)
$
PAYMENT: YOU MAY ONLY CHOOSE ONE OPTION
Option 1: DIRECT DEBIT
Direct debits allow Allied Farmers or its agent to deduct money from your nominated bank account as payment for your application. If you wish
to make payment by this method, please complete your account details below. By signing this Entitlement and Acceptance Form, the signatory
agrees that Allied Farmers or its agent is authorised to direct debit the bank account below for the total amount payable in accordance with the
terms specified in the Explanation of Entitlement.
Account Name:____________________________________________

0

Bank Branch Account number Suffix

Option 2: CHEQUE
Please attach your cheque for the total amount payable. Your cheque must be for immediate value drawn on a New Zealand bank, or bank
draft in New Zealand currency, made out to “Allied Farmers Entitlement Offer”. Cheques should be crossed 'Not Transferable'. Post-dated
cheques will not be accepted. If your cheque dishonours, your application will be rejected.
Signature of BUYER(S): ___________________________________________________________________________________________________
I/We acknowledge that this Form was distributed with the Offer Document and that I/we have received and read a copy of the Offer Document.

CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY: (Complete this section if you are acting on behalf of someone for whom you have Power
of Attorney)
I, ....................................................................................................................................................................................................... (name of Attorney)
of ...................................................................................................................................................................... (address and occupation of Attorney)
HEREBY CERTIFY:
THAT, by Power of Attorney dated.................................(insert date), ...................................................(name of shareholder) (the 'Donor') appointed me
his/her/its Attorney on the terms and conditions set out in the Power of Attorney.
THAT I have executed this Form under the Power of Attorney and pursuant to the powers thereby conferred on me.
THAT at the date of this certificate I have not received any notice or information of the revocation of that Power of Attorney by death (or winding
up) of the Donor or otherwise.
Signed at ..........................this......... day of .............................2020 Signature of Attorney:....................................................................................

AH-370048-35-399-1:wu


EXPLANATORY NOTES
APPLICATION TERMS
By returning the Entitlement and Acceptance Form I/We:
• Acknowledge that the Entitlement and Acceptance Form was distributed with the Offer Document for the
1 for 3 Renounceable Rights Issue and
that I/we have received and read a copy of the Offer Document in full and agree to be bound by the terms and conditions of the Offer (including
the representations and warranties contained in the Offer Document and the Entitlement and Acceptance Form).
• Acknowledge that the information contained in the Offer Document and the Entitlement and Acceptance Form is not a recommendation to
acquire New Shares or financial product advice or that the New Shares are suitable for me/us, given my/our investment objectives, financial or
taxation situation or particular needs.
• Represent and warrant that all details and statements in the Entitlement and Acceptance Form are complete and accurate.
• Represent and warrant that I/we have a registered address in New Zealand or, where I/we have a registered address in a jurisdiction other than
New Zealand, the law of such other jurisdiction does not prohibit me/us from being given the Offer Document or making an application on the
Entitlement and Acceptance Form and the offer of New Shares can be lawfully made pursuant to the Offer Document.
• Apply for the number of New Shares set out on the Entitlement and Acceptance Form and agree to be issued such number of New Shares.
• Acknowledge that once the Entitlement and Acceptance Form is returned, the application may not be varied or withdrawn except as required by
law.
• Authorise Allied Farmers Limited to do anything on my/our behalf necessary for the New Shares to be issued to me/us, including executing any
documents to effect the issue of New Shares.

EXPLANATION OF ENTITLEMENT
1. The Entitlement and Acceptance Form sets out the number of New Shares to which you are entitled.
2. You are eligible to apply for that number of New Shares.
3. You may apply for all or some of your Entitlement of New Shares or none at all.
4. If you do not take up your Rights and wish to sell them, you may do so off-market prior to the Closing Date by completing the Security
Renunciation/Security Transfer Form.
5. If you choose to not take up your Rights or take up only some of your Rights, your shareholding in Allied Farmers Limited will be diluted.
6. To subscribe for New Shares, you must complete the Entitlement and Acceptance Form.
7. Eligible Shareholders who accept all of their Rights may also apply for additional New Shares in excess of their Entitlement at the same issue price
of NZ$0.50 pursuant to the Oversubscription Facility. Eligible Shareholders may apply for any number of additional New Shares, but there is no
guarantee that Eligible Shareholders will be allocated any or all of the additional New Shares for which they apply. Please see the Offer Document
for details on how applications to the Oversubscription Facility will be handled.
8. Applications, once made, cannot be withdrawn.


APPLICATION INSTRUCTIONS
1. The subscription price payable upon application under the Rights Offer for each New Share is $0.50.
2. Payments are to be made in New Zealand dollars by personal or bank cheque, bank draft or direct debit as per the instructions in the enclosed
Offer Document. Cheques or bank drafts must be made payable to ‘Allied Farmers Entitlement Offer’ and crossed ‘Not Transferable’.
3. An application by a company must be signed on behalf of the company by a person/persons duly authorised for that purpose.
4. Joint holders must all sign.
5. An application may be executed by an attorney, in which case the relevant Power of Attorney, if it has not already been noted by the Registrar,
must accompany this acceptance.
6. This application constitutes an irrevocable offer by the Applicant to subscribe for the number, or dollar amount of, New Shares specified in the
Entitlement and Acceptance Form, on the terms and conditions set out in the Offer Document and the Entitlement and Acceptance Form.
7. If the Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be
treated as valid. Applicants will not however be treated as having offered to purchase a greater number of New Shares other than the number
for which payment is made. Application Monies will be banked upon receipt into an account. Interest earned on that account will be paid to
Allied Farmers Limited. If Application Monies are paid by a cheque which does not clear, that application may be rejected or an allotment made
to the Applicant may be cancelled.
8. Expressions defined in the Offer Document have the same meanings in the Entitlement and Acceptance Form. The Entitlement and Acceptance
Form is governed by New Zealand law. Personal information provided by you will be held by Allied Farmers Limited or the Registrar, at the
addresses shown in the Directory of the Offer Document or at such other place as is notified upon request. This information will be used for the
purpose of administering your investment. Under the Privacy Act 2020, you have the right to access and correct any personal information held
about you.
9. When completed, the Entitlement and Acceptance Form together with the appropriate payment should be delivered to the Registrar in
accordance with one of the methods specified below.
10. Applications must be received by the Registrar no later than 5.00pm (New Zealand time) on
18 December 2020. Allied Farmers Limited may amend
this date at its discretion, subject to any necessary approvals of NZX.

MAIL Place this completed Form (together with the appropriate payment) in the reply paid envelope provided and mail to Link
Market Services, PO Box 91976, Victoria Street West, Auckland 1142
DELIVER Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland
SCAN AND EMAIL
applications@linkmarketservices.co.nz (Direct debit applications only). Please use “ALF Entitlement Offer” as the email
subject

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NZ Rural Land Management Company – Q&A
Who is NZ Rural Land Company?
• New Zealand Rural Land Company Limited (NZRLC) is a new company formed to acquire N.Z. rural
land. NZRLC intends to be a landlord only, with experienced tenants undertaking the on-land
agricultural operations and paying rent to NZRLC.
• NZRLC will acquire rural land using a combination of proceeds from its current Initial Public Offer
(IPO), and new debt to no more than 30% of the value of its total assets.
• NZRLC currently has no operating history or assets and will only commence business if the IPO raises
at least $75 million.
• The funds raised will allow NZRLC to acquire its first rural land assets, have working capital, and meet
its operating and compliance costs (including certain fees under the Management Agreement (see
below).
• A copy of the Product Disclosure Statement for the IPO can be found atwww.nzrlcshareoffer.co.nz
.

Who is NZ Rural Land Management?
• NZ Rural Land Management Limited Partnership (the Manager) is a new entity that was formed by
Elevation Capital Management Limited, Haydon Dillon and Richard Milsom and related entities.
• The Manager has entered into the Management Agreement with NZRLC to provide NZRLC with
management, investment and administrative services.
What is Allied Farmers’s Involvement?
• Allied Farmers has agreed to purchase 50 percent of the Manager conditional on NZRLC raising at
least $75 million in its IPO.
• Allied Farmers is paying $2.5 million for its 50% interest, which will be satisfied by the issue of 5
million Allied Farmers shares @ 50 cents per share to the current owners of the Manager. Although
shareholder approval was not required to complete this transaction, the issue of these shares was
approved by shareholders at the 24 November 2020 Allied Farmers Annual Meeting.
• As part of the transaction, Elevation Capital Management Ltd Director, Chris Swasbrook, will join the
Allied Farmers Board, and Allied Farmers Director, Marise James, will join the Board of the Manager.
• A diagram illustrating the structure is set out at the bottom of this Q&A.
How was the $2.5 million Purchase Price determined?
• A number of factors were considered by the Board of Allied Farmers, including the likelihood of the
success of NZRLC (including its ability to identify and execute on suitably attractive properties and to
raise further capital in line with its strategy) and the management fee structure.
• Allied Farmers obtained an independent valuation and broader expert advice and the purchase price
is within the valuation range.
• The valuation was predicated on the basis of assets under management of between $100 million and
$125 million, but Allied Farmers understand that NZRLC is targeting growing the assets under
management over time to substantially more than that.
How was the issue price of 50 cents per share calculated?
• The issue price was agreed during negotiations between the current owners of NZRLM and the Board
of Allied Farmers, taking into account a range of factors, including the desire of the Allied Farmers
Board to be fair to all shareholders and ensure that shareholders should also be given the
opportunity to invest in Allied Farmers at the same price (via the rights issue). The Board was also
conscious of the need to raise additional capital from new investors to fund its growth aspirations.

• The Board obtained independent advice that in order to raise meaningful new capital the issue price
would need to be at a discount to the theoretical ex-rights price of ~20% -25%. Based on the then
current market pricing and assuming an issue size of ~$4.5 -$5.0m, the advice was that this equated
to an issue price of approximately $0.40 -$0.44, which the Board resisted as being too great a
discount.
• In addition, the average discount for capital raises by NZX listed companies up to 20 September2020
was 22.3%, given the events affecting companies this year.
• The Board was therefore comfortable that the issue price of 50 cents per share for each of the
purchase price consideration for the 50% of the Manager, the rights issue to shareholders, and the
up to $5 million subsequent placements, being a discount of 19.4% from the closing market price of
an Allied Farmers’s share on the day before announcing the NZRLM transaction, is fair to
shareholders.
What is the potential impact of the NZRLM Acquisition and Proposed Capital Raises on Allied Farmers’s
Net Assets per Ordinary Share?
• The following table illustrates the increase in Net Tangible Assets Per Share from, a rights issue of $3
million, the NZRLM acquisition and a placement of $5 million, all at 50 cents per share:



At 30 June 2020
Post Rights
Issue
Post
NZRLM Post Placement

$000 $000 $000 $000


Audited Balance
Sheet Proforma Proforma Proforma


Net Assets 6,390 9,366 11,866 16,866


Less Computer Software (216) (216) (216) (216)


Less Goodwill (742) (742) (742) (742)


Net Tangible Assets 5,432 8,408 10,908 15,908


Shares On Issue 17,855 23,806 28,806 38,806


Net Tangible Assets per
share 0.3042 0.3532 0.3787 0.4099



How does the Management Agreement work?
• NZRLC will be managed by the Manager under the Management Agreement. The Manager will
exclusively provide administrative services, sourcing/securing potential investors, sourcing
acquisition/leasing opportunities, overseeing land purchase due diligence, leasing of rural land,
negotiating and executing acquisitions (with NZRLC Board approval), and managing NZRLC’s rural
land assets and tenant relationships.
• Allied Farmers has a call option exercisable in approximately two years’ time to purchase the
remaining 50% of the Manager at the fair valuation at the time the option is exercised. The call
option can be exercised for a period of 12 months.
How does the Manager derive income?
• The Manager is entitled to fees from NZRLC, being (all GST exclusive):
o a management fee of 0.50% per annum of NZRLC’s Net Asset Value;
o a performance fee, payable in NZRLC shares, of 10% of any increase in NZRLC’s Net Asset
Value per Share from one financial year to the next;
o a transaction fee of 1.25% of the acquisition or divestment value of any rural land that NZRLC
acquires or disposes of; and

o a lease fee of $30,000 for each lease entered into by NZRLC.
• Until NZRLC is party to an unconditional contract to acquire rural land it will not be liable to
commence paying any fees to the Manager.
• NZRLC will not have any employees and its management functions will be performed by the Manager
under the Management Agreement.
Where can I find out more details of the Management Agreement?
• A copy of the Management Agreement can be found on the Offer Register at
www.disclose-
register.companiesoffice.govt.nz and search for the offer number ‘OFR12993’.
Why is the Manager structured as a limited partnership?
• The Manager has been formed as a limited partnership called NZ Rural Land Management Limited
Partnership (the Limited Partnership). Limited partnerships are required to have both limited
partners and general partners. Allied Farmers will be a limited partner and own 50% of the
partnership interests. The general partner is a newly formed company called NZ Rural Land
Management GP Limited (the General Partner). Again, Allied Farmers will own 50% of the shares in
the General Partner.
• A limited partnership has “pass-through” tax treatment in New Zealand, which means the tax
consequences of the partnership’s activities flow directly to the investor partners. There is no
separate layer of corporate tax. Because Allied Farmers currently has tax losses, this structure will
enable income earned by Allied Farmers from the Manager to be offset against those losses.

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Dear Shareholder,
ALLIED FARMERS LIMITED OFFER – INELIGIBLE SHAREHOLDERS
On 23 November 2020, Allied Farmers Limited (ALF) announced that it was conducting an equity raising that
includes an approximately NZ$2.9 million rights offer (Offer) to eligible shareholders to subscribe for 1 new
ALF share (New Shares) for every 3 existing shares in ALF held at 7pm (NZ time) on 1 December 2020 (Record
Date).
Only shareholders on the Record Date with registered addresses in New Zealand are eligible to participate in
this Offer. As at the date of this letter, your registered address is outside of New Zealand you are not currently
eligible to participate in the Offer.
If you are in fact residing in New Zealand, please contact our share registrar, Link Market Services Limited on
+64 9 375 5998 or enquiries@linkmarketservices.co.nz immediately to ensure that your registered address is
updated.
For Shareholders that are not Eligible Shareholders, Allied Farmers will endeavour to arrange the sale of the
Rights to which you would have been eligible, or the underlying New Shares to which they would be entitled if
they were eligible to participate, and account to you for the net proceeds. There is no guarantee that Allied
Farmers will be able to arrange the sale of these Rights, and if we do not, your rights will lapse and you will
receive no value for these Rights. Allied Famers will also deduct its costs in arranging this sale.
This email is to inform you about the Offer. It is neither an offer to issue shares to you, nor an invitation for
you to apply for New Shares. You are not required to do anything in response to this letter. No action has been
or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction
outside New Zealand. In particular, no other materials relating to the Offer are for release or distribution in the
United States or to persons in, or acting for the account or benefit of persons in, the United States.
Why am I not currently eligible to participate in the Offer?
Under the terms of the Offer, shareholders that are not Eligible Shareholders (defined below) are ineligible to
take up Rights and to subscribe for New Shares under the Offer.
The restrictions upon eligibility are practical ones in light of the legal limitations in some countries coupled
with the relatively small number of shareholders. ALF has determined that it would be unduly onerous and
unreasonable to make the Offer to shareholders resident in any country outside of New Zealand having regard
to the relatively small number of shareholders, the small number and value of existing shares they hold and
the potential cost of complying with regulatory requirements.
Who will be eligible to participate in the Offer?
The Offer involves an offer to shareholders on the Record Date who have a registered address in New Zealand.
While this Offer may not be available to you, I would like to thank you for your continuing support.
Yours sincerely,
Richard Perry
Chairperson