Trading Update and Mandatory Convertible Notes

Cooks Global Foods Limited, Level 1, Te Ara Turoa Building,
96 Saint Georges Bay Road, Parnell, Auckland 1052, New Zealand
www.cooksglobalfoods.com

13209828_1

Market Update – Covid Restrictions and CGF Cafes UK Trading

The UK Government has recently announced the extension of the current level of restrictions
for a further four weeks. Cooks Global Foods Limited (NZX:CGF) has had a number of
enquiries as to the implications of this and accordingly the Board felt it appropriate to
provide a market update.

The UK Government is following a 4-step process as it relates to our cafes is set out below.
Step 1: Cafes were only able to offer takeaway product.
Step 2 from 12
th
April 2021 allowed for groups of 6 to meet outdoors for dining or coffee.
Step 3 from 17
th
May 2021 allows people to meet in groups of up to 6 indoors in places
such as our cafes and allows groups of up to 30 people to meet outdoors.
Step 4 where all rules are removed has been paused for 4 weeks and is now planned to be
introduced from 19
th
July.

The impact of the relaxation of the trading at each level has been different and the table
below shows the relationship between the total store sales for the Esquires Café system in
the UK between 2021 and 2019 when there were no Covid restrictions in place for the
financial year to date from April. A number of cafes were such as mall stores were not able
to trade under levels 1 & 2 for a variety of reasons.

Stage of Restriction Step 1 Step 2 Step 3
Level of Trading Takeout Only Outdoor dining Indoor dining
Number of Cafes trading 25 36 45
No of weeks trading 2 5 4
System Sales 2021 v 2019 45% 78% 116%

We hope this provides clarity as to the impact of the restrictions and the recovery pathway.

Convertible Notes
CGF is also pleased to advise that it has allotted 100,000 mandatory convertible notes
(Notes) at a face value of $1.00 per Note, raising $100,000 of debt from a wholesale
investor.

Full particulars of the Notes issued are set out in the capital change notice that
accompanies this announcement.

For further information, please contact:
Keith Jackson
Executive Chairman
Email: keith.jackson@cooksglobalfoods.com

Cooks Global Foods Limited, Level 1, Te Ara Turoa Building,
96 Saint Georges Bay Road, Parnell, Auckland 1052, New Zealand
www.cooksglobalfoods.com

13209828_1
Tel: +64 21 702 509

About Cooks Global Foods
CGF operates in world markets and is listed on the NZX market operated by NZX Limited in
New Zealand under the code CGF. It owns the intellectual property and master franchising
rights to Esquires Coffee Houses (excluding New Zealand and Australia) and intellectual
property and master franchising rights to Triple Two Coffee. CGF currently operates or
franchises Esquires Coffee outlets in the United Kingdom, Ireland, Portugal, Bahrain, Kuwait,
Saudi Arabia, Jordan, Pakistan and Indonesia. For more information visit:
https://www.cooksglobalfoods.com.

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Capital Change Notice

Updated as at 17 October 2019

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Section 1: Issuer information
Name of issuer Cooks Global Foods
NZX ticker code CGF
Class of financial product Mandatory Convertible Notes (Notes)
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 100,000 Notes.
Nominal value (if any) Face value $1.00 per Note
Issue/acquisition/redemption price per security The Notes will convert at the face value
divided by (VWAP x 0.85) (Basis for
Conversion)
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully Paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

The Notes that are the subject of this
notice constitute 100% of the total MCN
of CGF currently on issue.
For an issue of Convertible Financial Products or Options, the
principal terms of Conversion (for example the Conversion
price and Conversion date and the ranking of the Financial
Product in relation to other Classes of Financial Product) or
the Option (for example, the exercise price and exercise date)
The Notes are convertible on the maturity
date, being 30 June 2024 or at an earlier
date at the request of the Note holder on
the Basis of Conversion.

Each Note accrues interest at 10% per
annum payable on the first business day
of each calendar quarter. Interest will be
paid in cash or converted into shares at
the investors election on each interest
payment date.

All ordinary shares issued on conversion
of the Notes will rank equally in all
respects with all other CGF ordinary
shares on issue.
Reason for issue/acquisition/redemption and specific authority
for issue/acquisition/redemption/ (the reason for change must
be identified here)
Issue is being undertaken to provide
working capital for CGF.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury
Stock) and the total number of Financial Products of the Class
held as Treasury Stock after the issue/acquisition/redemption.
100,000 mandatory convertible notes.
In the case of an acquisition of shares, whether those shares
are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the issue,
acquisition, or redemption is made
Board resolution and listing rule 4.1.2(b)
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
N/A
Date of issue/acquisition/redemption
2
16 June 2021
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Keith Jackson
Contact person for this announcement Keith Jackson
Contact phone number +64 9 304 0567 ext. 714.
Contact email address keith.jackson@cooksglobalfoods.com
Date of release through MAP

16 June 2021




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).