Savor rights issue opens
P 1Savor Limited Rights Issue Offer Document
This is an important document.
You should read the whole document before deciding whether
to subscribe for shares. If you have any doubts about what to
do, please consult your financial or legal adviser.
Dated 19 March 2021
Rights Issue
Offer Document
P 2Savor Limited Rights Issue Offer Document
Important Information
General information
This document has been prepared by Savor
Limited (Savor) in connection with a 1 for 4.3077
renounceable rights offer of new ordinary shares to
Eligible Shareholders to raise up to $6 million. 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 Savor.
Additional information available under
continuous disclosure obligations
Savor is subject to continuous disclosure obligations
under the NZX Main Board Listing Rules. Market
releases by Savor, including its most recent financial
statements, are available at www.nzx.com under
stock code SVR.
Savor may, during the period of the Offer, make
additional releases to the NZX. To the maximum
extent permitted by law, no release by Savor to
the NZX will permit an applicant to withdraw any
previously submitted application without Savor’s
prior consent.
Offering restrictions
No action has been taken to permit a public
offering of the New Shares in any jurisdiction
outside New Zealand and Australia. The distribution
of this document (including an electronic copy) in
a jurisdiction outside New Zealand or Australia may
be restricted by law and persons who come into
possession of it (including nominees, trustees or
custodians) should seek advice on and observe any
such restrictions.
In particular, this Offer Document may not be
distributed to any person, and the New Shares may
not be offered or sold, in any country outside of
New Zealand or Australia or as Savor may otherwise
determine in compliance with applicable laws.
No person may subscribe for, purchase, offer, sell,
distribute or deliver New Shares, or be in possession
of, or distribute to any other person, any offering
material or any documents in connection with the
New Shares, in any jurisdiction unless in compliance
with all applicable laws and regulations. This
document may not be sent into or distributed in the
United States.
No Guarantee
There is no guarantee that the Offer will proceed nor
any guarantees about the future performance of
Savor or any return on any investment made under
this document.
Decision to participate in the Offer
The information in this document does not constitute
financial product advice or a recommendation
to acquire New Shares. This document has been
prepared without taking into account the investment
objectives, financial, or taxation situation or
particular needs of any applicant or investor.
Forward Looking Statements
This document contains certain statements that
relate to the future. Such forward looking statements
are not a guarantee of future performance and
involve known and unknown risks, uncertainties,
assumptions and other factors, many of which are
beyond the control of Savor and which may cause the
actual results, performance or achievements of Savor
to differ materially from those expressed or implied
by such statements.
Under no circumstances should you regard the
inclusion of forward looking statements in this
document as a guarantee of future performance.
The statements, although made in good faith,
involve known and unknown risks, uncertainties
and assumptions, many of which are beyond
Savor’s control.
Privacy
Any personal information provided by Eligible
Shareholders online or on the Acceptance Form will
be held by Savor and/or Link at the addresses set out
in the Directory. This information will be used for the
purposes of administering your investment in Savor
and will be disclosed to third parties only with your
consent or if required by law. Under the Privacy Act
2020 (New Zealand), you have the right to access and
correct any personal information held about you.
Dividend Policy
The directors have adopted a policy that there will
be no dividend payments or other distributions made
for the foreseeable future. Instead, any surplus funds
will be used to fund immediate and future growth
opportunities.
Enquiries
Enquiries about the Offer can be directed to an NZX
Firm or your financial or legal adviser. If you have any
questions about the number of New Shares shown
on the Acceptance Form that accompanies this
document, or how to apply online or to complete the
Acceptance Form, please contact Link.
Times
All references to time in this document are to
New Zealand time.
Defined terms
Capitalised terms used in this Rights Issue have the
specific meaning given to them in the Glossary at the
back of this Offer booklet or in the relevant section
of this Offer booklet.
P 3Savor Limited Rights Issue Offer Document
Letter from the Chairman
19 March 2021
Dear fellow shareholders
Savor rights issue
On behalf of the directors of Savor Limited (previously Moa Group Limited) (Savor), we are pleased to
offer eligible shareholders the opportunity to participate in our underwritten renounceable rights issue
at an issue price of 17.67 cents per share.
On 26 February 2021, Savor sold all of the shares in its brewery business, Moa Brewing Company Limited,
for a price of $1.9m cash (subject to adjustment) in alignment with Savor’s strategy to divest its brewery
operations and expand its hospitality business.
On 10 March 2021, Savor’s wholly owned subsidiary, Amano Group Limited, entered into an agreement to
purchase all of the assets of the Hipgroup Limited restaurants (Amano, Ortolana and The Store) for an
aggregate purchase price of $11m (“the Amano acquisition”). This acquisition is scheduled to take effect
on 8 April 2021, when $7.15m of the purchase price is payable and the issue of $1m of Savor shares to the
Vendor (such shares being subject to transfer restrictions), followed by a $2.85m payment 12 months
after the acquisition. The acquisition is to be funded through a combination of new debt financing of
$7 million and the underwritten rights issue. The rights issue underwriters comprise existing substantial
shareholders and new professional financial investors.
Further details of these developments are available at www.nzx.com/companies/SVR/announcements.
Consequently we are undertaking a capital raising of approximately $6 million for this purpose through
a rights issue of 1 New Share for every 4.3077 Existing Shares held to raise up to $6 million.
The capital will be applied to part settle the Amano acquisition and also to provide additional
funding for the core Savor business, allowing Savor to further pursue its expansion strategy in the
hospitality industry.
The issue price of 17.67 cents per share is a 5% discount to the last traded price on 9 March 2021,
the date prior to announcement of the Amano acquisition, and a 15% discount to the volume weighted
average price of Savor shares traded through NZX of 20.82 cents each in the 5 trading days following
announcement of the Amano acquisition. No assurance can be given on the future price of Savor shares.
The Board encourages you to consider participating in the offer.
Best Regards
Geoff Ross,
Chairman
Savor Limited
P 4Savor Limited Rights Issue Offer Document
The Offer �������������������������������������������� A pro-rata renounceable rights issue of 1 New Share for
every 4.3077 Existing Shares held on the Record Date
Eligible Shareholder �������������������������������� Shareholders with registered addresses in New Zealand
or Australia (or as Savor may otherwise determine in
compliance with applicable laws) on the Record Date
Issue price ������������������������������������������� $0.1767 per New Share
Offer Size �������������������������������������������� The maximum amount to be raised under the Offer is
$6 million
Shares currently on issue �������������������������� 146,271,342 Shares quoted on the NZX Main Board
Maximum number of New Shares being offered 33,955,853 New Shares
When to apply �������������������������������������� Applications must be received by 5.00pm on the Closing
Date (31 March 2021, unless extended).
How to apply ���������������������������������������� Application may be made online at
www.savorshareoffer.co.nz. To complete an online
application, you will be required to enter your CSN/Holder
number and an entitlement number, each as shown on
the Acceptance Form.
Payment for applications made online must be made
by direct debit. Alternatively you may apply using the
enclosed Acceptance Form, together with payment in
New Zealand dollars. Alternatively Eligible Shareholders
due any debt from the Company may offer to set-off
some or all of their subscription obligation against some
or all of the debt due to them by notice in writing to
the C omp any.
While participation in the Offer is optional, if Eligible Shareholders choose not to take up the Offer their
shareholdings will be diluted.
Announcement of the Offer 10 March 2021
Record Date for determining eligibility 5.00pm on 18 March 2021
Opening Date and mailing/emailing of Offer documentation 19 March 2021
Closing Date (last day for online applications, or for receipt
of the Acceptance Form, with payment), unless extended 5.00pm on 31 March 2021
Allotment and issue of New Shares 8 April 2021
Quotation of New Shares 8 April 2021
Statements mailed 8 April 2021
These dates are subject to change and are indicative only. Savor reserves the right to amend this timetable
(including by extending the Closing Date) subject to applicable laws and rules of the NZX Main Board.
Savor reserves the right to withdraw the Offer and issue New Shares at any time before the Issue Date
in its absolute discretion.
Important Dates
Key Terms of the Offer
P 5Savor Limited Rights Issue Offer Document
Terms and Conditions
1 The Offer
The Offer is an offer of New Shares in Savor
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 4.3077 Existing Shares held on
the Record Date (with any fractional entitlements
rounded up).
The New Shares are of the same class as (and rank
equally with) Savor’s Existing Shares which are
quoted on the NZX Main Board. Savor will take any
necessary steps to ensure that the New Shares
are, immediately after the issue, quoted. The
maximum number of New Shares being offered
under the Offer is 33,955,853.
The Rights will not be quoted on the NZX
Main Board.
2 Issue Price
The Issue Price is $0.1767 per New Share. The
Issue Price must be paid in full on application
online or with a completed Acceptance Form
delivered (either by mail, delivery, email or fax)
to Link in accordance with the instructions set
out in the Acceptance Form. Savor may accept
late Applications and Application Monies, but
has no obligation to do so. Savor may accept or
reject (at its discretion) any online application
or Acceptance Form which it considers is not
completed correctly, and may correct any errors or
omissions on any Acceptance Form.
If an Eligible Shareholder fails to accept any New
Shares and pay the associated Application Monies
by the Closing Date (5.00pm on 31 March 2021,
unless extended), their Rights will lapse.
As required by the Listing Rules, if Savor receives,
before the Closing Date, a renunciation and
an acceptance in respect of the same Right(s),
the renunciation shall be given priority to the
acceptance.
Application monies received will be held in a trust
account with Link until the corresponding New
Shares are allotted or the application monies
are refunded. Interest earned on the application
monies will be for the benefit, and remain the
property, of Savor and will be retained by Savor
whether or not the issue of New Shares takes
place. Any refunds of application monies will be
made within 5 Business Days of the issue of New
Shares (or such earlier date that the decision not
to proceed with the Offer is made).
3 Eligibility
The Offer is only open to Eligible Shareholders,
being those persons with registered addresses
in New Zealand or Australia (or as Savor may
otherwise determine in compliance with applicable
laws), who are registered as Shareholders at the
Record Date.
Savor considers that the legal requirements of
other jurisdictions in which Shareholders have
a registered address are such that it would be
unduly onerous for Savor 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 Savor and the costs of complying with
overseas legal requirements.
4 Opening and Closing Dates
The Offer will open for receipt of acceptances on
19 March 2021 (the “Opening Date”). The last day
for receipt of applications made online, or by the
Acceptance Form, in each case with payment
(or by an Eligible Shareholder making an offer in
writing to set-off their subscription obligation in
whole or in part against any debt due from the
Company to that Eligible Shareholder) is 5.00pm
on 31 March 2021, unless extended (the “Closing
Date”), subject to Savor varying those dates in
accordance with the NZX Main Board Listing Rules.
5 Issue of New Shares
New Shares are expected to be allotted and issued
on 8 April 2021 (the “Issue Date”).
Statements for New Shares will be issued and
mailed in accordance with the Listing Rules.
6 Terms and Ranking of New Shares
New Shares allotted and issued will be fully paid
and will be the same class as (and rank equally in
all respects with) other Shares on issue that are
quoted on the NZX Main Board on the Issue Date.
They will give the holder the right to one vote on a
resolution at a meeting of shareholders (subject
to any restrictions in Savor’s constitution or the
Listing Rules), the rights to dividends authorised
by the Board and the right to a proportionate
share in any distribution of surplus assets of Savor
on any liquidation.
7 Partial acceptance
If you are an Eligible Shareholder, you are not
required to subscribe for all of the New Shares to
which you would be entitled under the Offer. You
may subscribe for a proportion of your New Shares
or allow your Entitlement to lapse.
8 Minimum amount raised
There is no minimum amount that must be raised
for the Offer to proceed.
P 6Savor Limited Rights Issue Offer Document
Terms and Conditions
9 NZX Main Board Quotation
The New Shares have been accepted for
quotation by NZX and will be quoted upon
completion of allotment procedures. The NZX
Main Board is a licensed market operated by NZX,
which is a licensed market operator regulated
under the FMCA.
10 No Rights trading
The Rights will not be quoted on the NZX Main
Board and accordingly there will be no established
market for Rights. If you wish to sell your rights
privately to a buyer you identify, you should
contact Link (see Directory) to request a Security
Renunciation Form.
11 NZX Listing Rules
The issue of New Shares under the Offer up to is
being undertaken under NZX Listing Rules 4.3.1(a)
(Pro Rata issue) and 4.4.
12 Amendments to the Offer and waiver
of compliance
Notwithstanding any other term or condition of
the Offer and/or the Application Form, Savor may,
at its discretion:
• make non-material modifications to the Offer
on such terms and conditions it thinks fit (in
which event applications for Shares under the
Offer will remain binding on the applicant
notwithstanding such modification and
irrespective of whether an Application Form
was received by the Link before or after such
modification is made); and/or
• suspend or terminate the Offer at any time
prior to the issue of the Shares under the Offer
(including by reviewing the timetable for the
Offer). If the Offer is terminated, application
monies will be refunded to applicants without
interest within 5 business days of termination.
Savor reserves the right to waive compliance with
any provision of these terms and conditions.
Savor will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination
of the Offer.
13 Governing Law
These terms and conditions shall be governed by
and construed in accordance with the laws of
New Zealand.
P 7Savor Limited Rights Issue Offer Document
Glossary
ACCEPTANCE FORM
means the entitlement and acceptance
form accompanying this document for
Eligible Shareholders.
BUSINESS DAY
has the meaning given to that term in the
Listing Rules.
CLOSING DATE
means 5.00pm on 31 March 2021 (unless extended
beforehand by notice in writing to NZX).
ELIGIBLE SHAREHOLDER
means a Shareholder of Savor with a registered
address in New Zealand or Australia (or as Savor
may otherwise determine in compliance with
applicable laws), as at the Record Date.
ENTITLEMENT
means the number of Rights to which Eligible
Shareholders are entitled.
EXISTING SHARE
means a fully paid ordinary share in Savor on
issue on the Record Date.
ISSUE DATE
means 8 April 2021.
ISSUE PRICE
means $0.1767 per New Share.
LINK
means Link Market Services Limited.
LISTING RULES
means the NZX listing rules, as amended from time
to time and for so long as Savor is listed by NZX.
SAVOR
means Savor Limited
(New Zealand company number 3979219).
NEW SHARE
means an ordinary share in Savor offered under the
Offer of the same class as (and ranking equally in all
respects with) Savor’s quoted Existing Shares at the
time of the issue of the New 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 Participant Rules of NZX.
OFFER
means the offer to subscribe for New Shares to
Eligible Shareholders as at the Record Date, pursuant
to this document.
OPENING DATE
means 19 March 2021.
RECORD DATE
means 5.00pm on 18 March 2021.
RIGHT
means the renounceable right to subscribe for one
New Share at the Issue Price, issued pursuant to
th e O f f e r.
SHARE
means one ordinary fully paid share in Savor.
SHAREHOLDER
means a registered holder of Shares on issue.
All references to time are to New Zealand time, references to currency are to New Zealand dollars, and any
references to legislation are references to New Zealand legislation unless stated or defined otherwise.
P 8Savor Limited Rights Issue Offer Document
Directory
ENQUIRIES
Enquiries about this Offer should be directed to an
NZX Firm or your financial or legal adviser.
ISSUER
Savor Limited
Registered Office:
Suite 3, Level 1
152 Quay Street, Auckland 1010
New Zealand
Email: contact@savor.co.nz
Website: www.savorgroup.co.nz
DIRECTORS
Geoff Ross, Non-Executive Chairman
Rich Frank, Independent Director
Sheena Henderson, Independent Director
Lucien Law, Executive Director
David Poole, Non-Executive Director
Paul Robinson, Executive Director
If you have any queries about your Entitlements
please contact Link Market Services Limited.
SHARE REGISTRAR
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
New Zealand
PO Box 91976
Auckland 1142
New Zealand
Telephone: +64 (9) 375 5998
Email: enquiries@linkmarketservices.com
Website: www.linkmarketservices.co.nz
LAW YERS
Chapman Tripp
Level 34, PwC Centre
15 Customs Street West
Auckland 1010
New Zealand
AMANO INTERIOR
P 9Savor Limited Rights Issue Offer Document
AMANO AMANO BAKERY ORTOLANA THE STORE
Snapshot of Amano Group
"This special bakery and trattoria
housed in a double warehouse by the
wharf in downtown Britomart is a
stand-out in all of New Zealand"
— Broadsheet Review 2021
P 10Savor Limited Rights Issue Offer Document
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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