New Warrant Issue for Marlin Global

Marlin Global Limited
Phone +64 9 484 0365
Fax +64 9 489 7139
Private Bag 93502, Takapuna
Auckland, New Zealand



19 April 2021

New Warrant Issue for Marlin Global

The directors of Marlin Global Limited (Marlin) are pleased to announce that the company will
undertake a pro rata offer of warrants to shareholders.
The purpose of the offer is to raise capital as part of Marlin’s ongoing capital management programme
and provide investors the ability to purchase additional shares in Marlin at a pre-determined Exercise
Price. The offer also aims to increase the size of the portfolio and improve operational efficiency. The
net proceeds of the offer are expected to be used for further investment in the Marlin portfolio.
On the record date, Marlin shareholders will be issued one warrant for every four shares held. The
record date for the issue is 14 May 2021 and the warrants are expected to be allotted on 17 May 2021.

Each warrant gives shareholders the right, but not the obligation, to subscribe for one additional
ordinary share in Marlin on the exercise date. The exercise date is 20 May 2022.

The exercise price will be $1.28 less any dividends declared with a record date during the period
commencing on the date of allotment of the warrants and up to the announcement of the final exercise
price. The final exercise price will be calculated and advised to warrant holders at least six weeks before
the exercise date.

The warrants are expected to be quoted on the NZX Main Board from 18 May 2021 under the issuer
code MLNWE.


Contact
Wayne Burns
Corporate Manager
Marlin Global Limited

---

WARRANT TERMS
DOCUMENT
MARLIN
GLOBAL LIMITED
19 APRIL 2021

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

2
KEY TERMS
Issuer
Marlin Global Limited
The Offer
This is an offer of Warrants in Marlin. Each Eligible Shareholder
will be issued one Warrant for every four Shares held at 5.00pm
(New Zealand time) on the Record Date (14 May 2021) subject to
rounding.
Each Warrant gives the holder a right to buy one Share in Marlin
upon payment of the Exercise Price on the Exercise Date (20 May
2022).
Eligible
Shareholders
Warrants will be issued to Marlin Shareholders with a registered
address in New Zealand recorded on the share register at 5.00pm
(New Zealand time) on the Record Date.
Issue price for
Warrants
Nil – Eligible Shareholders will not have to make any payment to
receive their entitlement of Warrants.
Approximate number
of Warrants to be
issued
47.3 million (approximately). The exact number will depend on
rounding.
Quotation of
Warrants
Application has been made to NZX for permission to quote the
Warrants on the NZX Main Board and all the requirements of NZX
relating to the quotation that can be complied with on or before
the date of this document have been complied with. However, the
Warrants have not been approved for trading and NZX accepts
no responsibility for any statement in this document. NZX is a
licensed market operator, and the NZX Main Board is a licensed
market under the Financial Markets Conduct Act 2013.
If approved for trading, initial quotation of the Warrants on the NZX
Main Board is expected to occur on 18 May 2021 under the ticker
code MLNWE, ISIN NZMLNE0008S5.
Exercise of Warrants
Warrant Holders may:
• exercise some or all of their Warrants by lodging an Exercise
Form, together with payment, with the Registrar by the
Exercise Date (if you choose to exercise only some of your
Warrants, it must be a number which ensures you will have a
minimum holding of Shares under the Listing Rules);
• sell some or all of their Warrants on the NZX Main Board; or
• allow their Warrants to lapse.
Any Warrants not exercised on the Exercise Date will lapse.
If you do not exercise your Warrants, your shareholding in Marlin
will be diluted by other Warrant Holders who exercise their
Warrants. This dilution will relate to your percentage shareholding
in Marlin as the number of Shares that you hold will not change as
a result of not participating in the Offer.
The issue of new Shares on exercise of Warrants may result in a
consequential reduction in the net asset value (NAV) per Share

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

3
once the new Shares are issued. The dilution effect on the
NAV per Share will depend upon the actual number of Warrants
exercised and the final Exercise Price in comparison to the NAV
per Share immediately prior to the issue of the new Shares.
In order to illustrate the potential reduction in NAV per Share for
those who do not exercise or sell their Warrants, the dilution impact
associated with prior Marlin warrants has ranged from a 0% to
4.3% reduction in NAV per Share.
Exercise Price
$1.28 per Warrant, but with such amount to be adjusted down for
the aggregate amount per Share of any cash dividends declared on
the Shares with a record date during the period commencing on the
date of allotment of the Warrants and ending on the last Business
Day before the final Exercise Price is announced by Marlin.
The final Exercise Price per Warrant (following the adjustment
referred to above) will be calculated to the nearest one hundredth
of a cent and then rounded up or down to the nearest whole cent.
Announcement of
final Exercise Price
Marlin will announce the final Exercise Price to the NZX at least 6
weeks before the Exercise Date. Marlin will also provide confirmation
of the final Exercise Price to Warrant Holders through their recorded
preferred method for receipt of company communications.
How to Apply
If you are a Warrant Holder and wish to exercise any of your
Warrants and subscribe for Shares, you must return a completed
Exercise Form (with payment) by the Exercise Date.
Marlin will send an Exercise Form to Warrant Holders as soon
as reasonably practicable after the final Exercise Price has been
determined. You can also request an Exercise Form by contacting
Marlin or the Registrar.
IMPORTANT DATES
Record Date
14 May 2021 (5.00pm
New Zealand time)
Allotment of Warrants
17 May 2021
Quotation of Warrants commences on the NZX Main Board
18 May 2021
Mailing of holding statements for Warrants
24 May 2021
Expected date of announcement of final Exercise Price
8 April 2022
Expected final date for trading Warrants on the NZX Main Board
18 May 2022
Exercise Date
20 May 2022 (5.00pm
New Zealand time)
Allotment of Shares on exercise of Warrants
25 May 2022
Mailing of holding statements for Shares
30 May 2022
The dates shown above are subject to change and indicative only. Marlin Global reserves
the right to vary or extend these dates subject to applicable law and the Listing Rules.
Changes will be advised by announcement to NZX.

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

4
Important notice
Warrants (and Shares to be issued on
the exercise of Warrants) are offered to
Eligible Shareholders pursuant to the
exclusion in clause 19(1A) of schedule 1 of
the Financial Markets Conduct Act 2013.
This document is not a product disclosure
statement for the purposes of the
Financial Markets Conduct Act 2013, and
does not contain all of the information
that an investor would find in a product
disclosure statement or which may be
required to make an informed decision
about the Warrants or an investment in
Marlin.
The information in this document does not
constitute a recommendation to exercise
Warrants nor does it amount to financial
product advice. This document has been
prepared without taking into account
the particular needs or circumstances of
any investor, including their investment
objectives, financial and/or tax position.
All investments carry risk. If you are in
any doubt about what action to take,
you should contact a financial adviser,
an NZX Firm or your accountant or other
professional adviser. Please read this
document carefully and in full before
making any decision.
This document does not constitute an
offer, advertisement or invitation in any
place in which, or to any person to whom,
it would not be lawful to make such an
offer, advertisement or invitation.
No guarantee is provided by any person
in relation to the Warrants or Shares.
Likewise, no warranty is provided with
regard to the future performance of
Marlin, or any return on any investments
made pursuant to this document.
Additional information about Marlin
Global Limited
Marlin is subject to continuous disclosure
obligations under the Listing Rules which
require it to notify certain material information
to NZX. Market releases by Marlin, including
the most recent annual report (for the
period ended 30 June 2020) are available at
nzx.com under the ticker code MLN and on
Marlin’s website, www.marlin.co.nz.
Marlin may, prior to the Exercise Date,
make additional market releases to NZX.
You should monitor Marlin’s Market
announcements before deciding whether
to exercise or sell your Warrants. No market
release by Marlin will permit a Warrant
Holder to withdraw any previously submitted
Exercise Form without Marlin’s prior consent.
Market risk
The market price of Shares may increase
or decrease between the issue of this
document and the date of allotment of
new Shares upon exercise of the Warrants.
Because Marlin invests in shares of other
companies, changes in the market prices of
those other shares may affect Marlin’s share
price. Any changes in the market price of
Shares will not affect the Exercise Price, and
the market price of new Shares following
allotment may be higher or lower than the
Exercise Price. The market price of Warrants
may also increase or decrease while they are
quoted on the NZX Main Board.
Definitions
Capitalised terms used in this document
have defined meanings which appear in the
Glossary section.
All references in this document to times are
to times in New Zealand, all references to
currency are to New Zealand dollars, and
all references to applicable statutes and
regulations are references to New Zealand
statutes and regulations.
Marlin Global may decide not to proceed with the issue of Warrants at any time before
the allotment of Warrants at its absolute discretion. Shareholders will have no right to
receive Warrants or any compensation if Marlin Global decides not to proceed.

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

5
The Offer
1. Marlin will issue one Warrant for
every four Shares held by an Eligible
Shareholder of Marlin recorded on the
share register at 5.00pm (New Zealand
time) on the Record Date (14 May 2021).
2. The purpose of the issue of Warrants
is to raise capital as part of Marlin’s
ongoing capital management
programme and provide investors
with the ability to purchase additional
shares in Marlin at a pre-determined
Exercise Price. The issue of Warrants
also aims to increase the size of the
portfolio so as to improve operational
efficiency. The net proceeds are
expected to be used for further
investment in the Marlin portfolio.
Grant of Warrants
3. Warrants will only be issued to
Shareholders with a registered
address in New Zealand recorded
on the share register at 5.00pm
(New Zealand time) on the Record
Date. Warrants will not be issued
to Marlin’s overseas Shareholders
as Marlin considers that the legal
requirements of other jurisdictions in
which Shareholders have a registered
address are such that it would be
unduly onerous for Marlin to issue
Warrants to Shareholders in those
jurisdictions, having regard to the
low number of such Shareholders
and the likely costs of complying with
legal requirements. This document
is intended for use only in connection
with the issue of Warrants to Eligible
Shareholders.
4. Shareholders with a registered
address outside of New Zealand
recorded on the share register at
5.00pm (New Zealand time) on the
Record Date will have the Warrants they
would have otherwise received, issued
to a separate registry account with the
Registrar. Marlin will endeavour to sell
those Warrants on the NZX Main Board
and hold the proceeds on trust and
account to those Shareholders on a
pro rata basis for the proceeds (net of
costs). There is no guarantee that the
Warrants will be able to be sold or as
to the amount of proceeds that may be
received from the sale of the Warrants.
Any Warrants which cannot be sold will
lapse on the Exercise Date.
5. Warrant Holders who do not have a
registered address in New Zealand and
who have acquired Warrants on the NZX
Main Board will be entitled to exercise
those Warrants (subject to compliance
with all legal requirements applicable
to them). Individual overseas Warrant
Holders will be responsible for ensuring
they comply with all applicable legal
requirements in their home jurisdiction.
Rounding of Warrants
6. If a Shareholder would receive a fraction
of a Warrant by applying the 1:4 ratio,
the number of Warrants to be issued to
that Shareholder will be rounded up to
the nearest whole number.
7. To ensure all Eligible Shareholders
receive Warrants on an equal basis, no
additional Warrants will be issued by
Marlin to those Shareholders whose
existing holding, plus new shares, would
be less than the minimum holding
under the NZX Listing Rules. You may
hold less than a minimum holding of
Warrants and you may be able to buy
further Warrants on the NZX Main Board
if you wish to do so.
DETAILS OF THE OFFER

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

6
NZX quotation
8. Application has been made to NZX
for permission to quote the Warrants
on the NZX Main Board. All of
NZX’s requirements relating to that
application that can be complied
with on or before the date of this
document have been duly complied
with. However, the Warrants have
not yet been approved for trading and
NZX accepts no responsibility for any
statement in this document. NZX is a
licensed market operator and the NZX
Main Board is a licensed market under
the Financial Markets Conduct Act
2013.
9. In the event that the application to NZX
for permission to quote the Warrants is
declined, the issue of the Warrants will
not proceed.
10. Marlin intends to take all necessary
steps to ensure that the Shares issued
on exercise of the Warrants will,
immediately after issue, be quoted on
the NZX Main Board
Transfer
11. A Warrant may be transferred in the
same manner, and subject to the same
restrictions, as a Share. The Directors
will have the same powers in respect
of the approval of registration of a
transfer of Warrants as they have in
respect of a transfer of Shares.
12. A Warrant Holder who sells their
Warrants on the NZX Main Board
may be liable to pay brokerage fees.
Following allotment, the sale of Shares
may be subject to brokerage fees.
13. If you wish to sell Shares you hold
directly on the NZX Main Board, you
should contact an NZX Firm and have
a CSN and an Authorisation Code
(FIN).
Rights of Warrant Holders
14. Each Warrant entitles the Warrant
Holder to:
a. subscribe for one Share in Marlin
credited as fully paid, upon the
payment of the Exercise Price by
the Exercise Date (20 May 2022);
b. all information provided by Marlin to
Shareholders, including its annual
report and notices of Shareholder
meetings;
c. any other rights conferred on
Warrant Holders by Marlin’s
constitution, the Companies Act
1993 or the Listing Rules (except
as provided otherwise in this
document); and
d. attend (but not vote at) any meeting
of Shareholders (or any group of
Shareholders).
15. A Warrant does not entitle the Warrant
Holder to:
a. vote at a meeting of Shareholders
(or any group of Shareholders);
b. receive any dividends on Shares
declared by the Directors; or
c. participate with Shareholders or the
holders of any other securities in
the residual assets of Marlin upon
the liquidation of the company.
DETAILS OF THE OFFER CONTINUED

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

7
Exercise of Warrants
16. The Exercise Price is $1.28 per
Warrant, but with such amount to
be adjusted down for the aggregate
amount per Share of any cash
dividends declared on the Shares
with a record date during the period
commencing on the date of allotment
of the Warrants and ending on the
last Business Day before the final
Exercise Price is announced by Marlin.
The final Exercise Price per Warrant
will be calculated to the nearest one
hundredth of a cent and then rounded
up or down to the nearest whole cent.
17. Warrant Holders may choose to
exercise only some of their Warrants
provided that they will have, following
the exercise of their Warrants, a
minimum holding of Shares under the
Listing Rules.
18. If you choose to exercise any
Warrants, you will be required to pay
the Exercise Price for those Warrants
in full by the Exercise Date. You will not
be required to pay brokerage or any
other charges in order to exercise your
Warrants.
19. If you are a Warrant Holder and wish
to exercise any of your Warrants and
subscribe for Shares, you must return
a completed Exercise Form by the
Exercise Date. Marlin will send an
Exercise Form to all Warrant Holders
as soon as reasonably practicable
after the final Exercise Price has been
determined. You can also request an
Exercise Form by contacting Marlin or
the Registrar.
20. The completed Exercise Form must
be lodged and payment made (in
a manner prescribed by Marlin in
the Exercise Form) of an amount
equal to the Exercise Price multiplied
by the number of Warrants being
exercised, in time for the Exercise
Form and payment to be received by
the Registrar no later than 5.00pm
(New Zealand time) on the Exercise
Date. Applications received after this
time may not be accepted. Further
instructions for completing and
returning the Exercise Form will be set
out in the form.
21. Marlin may accept or reject any
Exercise Form which it considers is
incorrectly completed or incomplete
or otherwise determined to be invalid.
Marlin may correct any errors or
omissions on any Exercise Form. If
there is a discrepancy between the
amount of application monies and the
number of Warrants being exercised
as indicated on the Exercise Form,
Marlin will regard the Warrant Holder
as only exercising the Warrants in
respect of which it has paid the
Exercise Price.
22. A Warrant Holder will not be able to
withdraw or revoke the exercise of their
Warrants once an Exercise Form has
been submitted, without the consent
of Marlin.
23. Until the allotment of Shares, funds
received by Marlin for the exercise
of Warrants will be held on trust in a
separate bank account by the Registrar
for the benefit of the relevant Warrant
Holders according to their respective
entitlements and for Marlin. If the
allotment of Shares does not proceed,
Marlin will refund application monies
within 10 Business Days. Any interest
on those funds will be paid to Marlin.

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

8
Allotment of Shares
24. All Shares issued on the exercise of
Warrants will be fully paid ordinary
Shares and rank equally with all other
Shares on issue at the date of allotment
(including on a liquidation of Marlin).
Marlin will allot Shares to Warrant
Holders who validly exercise their
Warrants within five Business Days after
the Exercise Date.
25. If you are an existing Shareholder who
chooses not to exercise your Warrants,
your shareholding in Marlin will be
diluted if other Warrant Holders exercise
Warrants and the total number of
Shares on issue in Marlin increases as a
result.
26. Shares issued on the exercise of
Warrants will be entitled to participate
in dividends declared on the Shares
which have a record date after the date
of allotment of the Shares.
27. Marlin currently has a distribution policy
as at the date of this document to pay
Shareholders (but not Warrant Holders)
2% of the company’s average net asset
value (NAV) per quarter. Payments are
usually made in March, June, September
and December of each year. A copy of
Marlin’s distribution policy, which could
be changed at any time in the future, is
available at www.marlin.co.nz/about-
marlin/marlin-policies/
Adjustments for changes to capital
structure
28. The Exercise Price may be varied
before the Exercise Date if Marlin’s
capital is restructured, such as upon a
rights issue, bonus issue, convertible
securities issue, share consolidation or
subdivision or a cancellation or buyback
of Shares. The adjustment process is
described further below.
a. If Marlin makes a rights issue of
Shares to Shareholders before the
Exercise Date (a “Rights Issue”), then
the Exercise Price of any Warrants
will (subject to alternative adjustments
in accordance with paragraph b or
c below) be adjusted in accordance
with the following formula:
EP
new
= the new Exercise Price of the
Warrants
EP
old
= the old Exercise Price of the
Warrants
E = the number of Shares
into which one Warrant is
exercisable
AP = the average market price per
Share (weighted by reference
to volume) during the five
Business Days ending on the
day before the ex date for the
rights issue
S = the subscription price for a
Share under the rights issue
D = any dividend due but not yet
paid on the existing Shares
(except dividends to be
issued under the rights issue)
N = the number of Shares with
rights or entitlements that
must be held to receive a
right to one new Share
EP
new
= EP
old
–
E[AP – (S+D)]
N + 1
DETAILS OF THE OFFER CONTINUED

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

9
The necessary adjustment will
be determined by the Board
by applying the formula set
out above. The Director’s
determination will, in the absence
of manifest error, be binding on
all Warrant Holders and other
persons. Any adjustment so
determined will be made, and
take effect, on the Business Day
following the record date for the
rights issue.
b. If Marlin makes a bonus issue
to Shareholders, then the Board
may resolve that the number of
Shares over which a Warrant
is exercisable be increased (or
additional Shares may be reserved
for issue on exercise of the
Warrants) by the number of Shares
which the Warrant Holder would
have received if that Warrant had
been exercised before the record
date of the bonus issue.
c. If Marlin makes a consolidation
or subdivision or similar
proportionate reconstruction
of the Shares, the number of
Shares over which a Warrant is
exercisable may be consolidated
or subdivided in the same ratio
and the Exercise Price amended in
inverse proportion to that ratio.
d. If, notwithstanding the adjustment
procedures permitted, Marlin’s
capital is restructured (including
a rights issue, bonus issue,
convertible securities issue,
consolidation, subdivision,
cancellation or Share buyback) and
the Board determines, upon the
advice of an Independent Expert,
that:
i. the application of the
formula under paragraph
a, an adjustment permitted
by paragraph b or the non-
applicability of both such
clauses may produce a result
which is prejudicial or unduly
advantageous (based on
reasonable grounds) to Warrant
Holders; or
ii. an alternative adjustment that is
not envisaged in paragraph a, b
or c could be applied,
then the number of Warrants
held, the number of Shares over
which a Warrant is exercisable,
and the Exercise Price, or any
combination thereof, may, to the
extent necessary, be altered in a
manner determined by the Board,
upon the advice of an Independent
Expert and subject always to the
Listing Rules or relief granted
from any applicable Listing Rule,
to ensure that Warrant Holders
are not prejudiced (nor unduly
advantaged or disadvantaged) by
the reconstruction of capital, and in
all other respects the terms of the
Warrants will remain unchanged.
Any such adjustment will be final
and binding on all Warrant Holders.

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

10
No guarantee
29. No person guarantees the Warrants
or the Shares that may be issued on
exercise of the Warrants. In addition,
no person guarantees the future
performance of Marlin, the Warrants,
the Shares or any return on an
investment in Marlin or a holding of
Warrants.
30. The issue of Warrants is not
underwritten.
Broker stamping fees
31. No Warrant Holder will pay brokerage
on exercising their Warrants. Marlin
recognises there is an administration
cost and time involved in the Warrant
exercise process for brokers and, as
such, pays brokers 0.4% of the total
consideration payable for Warrants
exercised per beneficial holder.
Further details of this arrangement
will be set out in the Exercise Form.
Amendment and waiver
32. Marlin may amend the terms of the
Warrants to the extent necessary to
comply with the Listing Rules or any
applicable law from time to time, by
notice in writing to Warrant Holders
or by announcement to NZX.
33. Marlin reserves the right to waive
compliance with any provision of
the terms of the Warrants (which will
be done in accordance with New
Zealand law, including the Listing
Rules).
DETAILS OF THE OFFER CONTINUED
Privacy
34. Any personal information provided
by Warrant Holders on the Exercise
Form will be held by Marlin and/or the
Registrar at their address set out in the
Directory. Marlin and / or the 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. The information will be used
by Marlin and / or the Registrar for
the purposes of administering your
investment in Marlin. This information
will only be disclosed to third parties
with your consent or if otherwise
required by law. Under the Privacy Act
2020, you have the right to access and
correct any personal information held
about you.
Governing law
35. The terms of the Warrants and any
contract relating to or resulting
from receipt of the Warrants or their
exercise are governed by the laws
of New Zealand, and each Warrant
Holder and Shareholder submits to
the exclusive jurisdiction of the courts
of New Zealand.

MARLIN GLOBAL LIMITED
WARRANT TERMS

l

11
Board
The board of Directors of Marlin
Business Day
A day on which NZX is open for trading
Directors
The directors of Marlin
Eligible Shareholder
A Shareholder, as at 5.00pm (New Zealand time) on the Record
Date, with a registered address in New Zealand
Exercise Date
5.00pm (New Zealand time) on 20 May 2022
Exercise Form
The form of notice that must be completed by a Warrant Holder in
order to exercise any of their Warrants
Exercise Price
$1.28, per Warrant, but with such amount to be adjusted down for
the aggregate amount per Share of any cash dividends declared on
the Shares with a record date during the period commencing on the
date of allotment of the Warrants and ending on the last Business
Day before the final Exercise Price is announced by Marlin
Independent Expert
An actuary, investment banker, chartered accountant, or other
financial adviser selected by the Board and, in each case, being
appropriately qualified and independent (having regard to the
purpose of the appointment) in the reasonable opinion of the Board
Listing Rules
The listing rules of the NZX Main Board as applicable to Marlin and
in force from time to time
Marlin
Marlin Global Limited
NZX
NZX Limited
NZX Firm
A company, firm, organisation or corporation designated or
authorised to trade shares on the NZX Main Board
NZX Main Board
The main board equity security market operated by NZX
Record Date
5.00pm (New Zealand time) on 14 May 2021
Registrar
The share registrar of Marlin, being Computershare Investor
Services Limited
Share
A fully paid ordinary share in Marlin
Shareholder
A registered holder of Shares
Warrant
A right to subscribe for one Share issued by Marlin on and subject
to the terms set out in this document
Warrant Holder
At any time, a person whose name is entered into the register
maintained by the Registrar as a holder of Warrants
GLOSSARY

DIRECTORY
Issuer
Marlin Global Limited
Level 1, 67-73 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 484 0365
Email: enquire@marlin.co.nz
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 488 8777
Email: enquiry@computershare.co.nz

---

Corporate Action Notice
(Other than for a Distribution)

Page 1 of 1
Section 1: issuer information (mandatory)
Name of issuer Marlin Global Limited
Class of Financial Product Ordinary Shares
NZX ticker code MLN
ISIN (If unknown, check on NZX
website)
NZMLNE0001S0
Name of Registry Computershare
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
Renounceable
Rights issue

Capital
reconstruction
Non
Renounceable
Rights issue

Call Bonus issue X
Record date 14/05/2021
Ex-Date (one business day before the
Record Date)
13/05/2021
Currency NZD
Section 3: Bonus issue (delete if not applicable)
Number of Financial Products to be
issued
Approximately 47,300,000 new warrants
ISIN of security to be issued (if different
from Ordinary Shares)
NZMLNE0008S5
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 1 Existing 4
Treatment of fractions Rounded Up
Subscription price $ Nil
Allotment Date 17/05/2021
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Wayne Burns
Contact person for this announcement Wayne Burns
Contact phone number 09 484 0352
Contact email address enquire@marlin.co.nz
Date of release through MAP 19/04/2021

---

19 April 2021

Notice of Offer
Marlin Global Limited (NZX: MLN) (Marlin) announced today that the company will undertake a pro
rata issue of warrants to shareholders (Offer).
Pursuant to clause 19(1A) of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) and to
clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (FMC Regulations),
Marlin advises that:
1. The Offer will be made in reliance upon the exclusion in clause 19 of Schedule 1 to the FMCA and is
giving notice under clause 20(1)(a) of Schedule 8 to the FMC Regulations.

2. As at the date of this notice, Marlin is in compliance with:

a. the continuous disclosure obligations that apply to it in relation to Marlin’s quoted
ordinary shares; and

b. its “financial reporting obligations” within the meaning set out in clause 20(5) of Schedule
8 of the FMC Regulations.

3. As at the date of this notice, there is no information that is “excluded information” as defined in
clause 20(5) of Schedule 8 of the FMC Regulations.

The Offer is not expected to have any effect or consequence on the control of Marlin Global.

On behalf of
Marlin Global Limited


Alistair Ryan
Chair

Marlin Global Limited
Phone +64 9 484 0365
Fax +64 9 489 7139
Private Bag 93502 Takapuna
Auckland 0740

---

Dear Shareholder,
On 19 April 2021 the Board of Marlin Global Limited (NZX: MLN) (Marlin) announced an issue of warrants.
The purpose of the issue of warrants is to raise capital as part of Marlin’s ongoing capital management programme
and provide investors with the ability to purchase additional shares in Marlin at a pre-determined exercise price. The
issue of warrants also aims to increase the size of the portfolio so as to improve operational efficiency. The net
proceeds are expected to be used for further investment in the Marlin portfolio.
What is a Marlin warrant?
A warrant gives the holder a right to buy one share in Marlin upon payment of the Exercise Price on the Exercise Date
(20 May 2022).
Who is eligible for the Marlin warrants?
Warrants will be issued to Marlin shareholders with a registered address in New Zealand recorded on the share
register as at 5.00pm (New Zealand time) on the Record Date (14 May 2021) (Eligible Shareholders). As long as you
hold Marlin shares at that time, you will be entitled to receive one warrant for every four shares you hold. If you are a
Marlin shareholder but do not have a registered address in New Zealand, your warrants will be issued to a separate
registry account with Marlin's share Registrar, and we will endeavour to sell the warrants on the NZX Main Board on
your behalf.
How many Marlin warrants do I get?
Each Eligible Shareholder will be issued one warrant for every four shares held at 5.00pm (New Zealand time) on the
Record Date (14 May 2021), subject to rounding.
What do I need to do to receive the Marlin warrants?
You do not need to do anything to be issued warrants. Computershare will send a statement informing you of your
new warrant holding if you are an Eligible Shareholder. This is expected to be on or about 24 May 2021.
What can I do with the warrants?
• You can elect to exercise some or all of your warrants by 20 May 2022 via payment of the final Exercise Price for
those warrants. We will contact you again in April 2022 before the Exercise Date, with details of the final Exercise
Price and provide you with the Exercise Form for you to complete and return to Computershare.
• You can seek to sell or transfer some or all of your warrants on the NZX Main Board until 5.00pm on 18 May
2022.
• You can elect to not exercise or sell any warrants and allow the warrants to lapse. If you do not exercise your
warrants, your shareholding in Marlin will be diluted by other warrant holders who exercise their warrants.

If I want to exercise the warrants, how much will it cost?
The final Exercise Price will be determined closer to the Exercise Date. It will be $1.28 per warrant, but with such
amount to be adjusted down for the aggregate amount per share of any cash dividends declared on Marlin shares
with a record date during the period commencing on the date of allotment of the warrants and ending on the last
Business Day before the final Exercise Price is announced by Marlin.
The full terms of the warrants are set out in the document enclosed with this letter. The Board of Marlin Global
encourages you to read the document in its entirety and discuss the terms with your financial adviser if you have any
questions.
Yours sincerely


Alistair Ryan
Chair, Marlin Global Limited
Marlin Global Limited
Phone +64 9 484 0365
Fax +64 9 489 7139
Private Bag 93502 Takapuna
Auckland 0740