Waiver from NZX Listing Rule 3.6.1

NZ RegCo




13288176_1
01.07.2021
NZ RegCo Decision
Cooks Global Foods Limited (CGF)
Application for waiver from NZX Listing Rule 3.6.1

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Background
1. The information on which this decision is based is set out in Appendix One to this decision. This
waiver will not apply if that information is not, or ceases to be, full and accurate in all material
respects.
2. The Rule to which this decision relates is set out in Appendix Two.
3. Capitalised terms that are not defined in this decision have the meanings given to them in the Rules.
Waiver from Listing Rule 3.6.1
Decision
4. Subject to the conditions set out in paragraph five below, and on the basis that the information
provided by Cooks Global Foods Limited (CGF) is complete and accurate in all material respects,
NZX Regulation Limited (NZ RegCo) grants CGF a waiver from NZX Listing Rule 3.6.1 (Rule), to
the extent that this Rule would otherwise require CGF to provide an annual report by 30 June 2021.
5. The waiver in paragraph four is provided on the conditions that:
a. on or before Monday, 2 August 2021, CGF:
i) prepares an annual report, which must contain all information required by all applicable
laws and the Rules;
ii) delivers, subject to Rule 3.6.2, the annual report to NZX by release through MAP (including
by URL link to the annual report on CGF’s website); and
iii) makes the annual report available to each Quoted Financial Product Holder in accordance
with Rule 3.6.3,
b. CGF releases a statement to NZX through MAP on 1 July 2021:
i) that contains an explanation of this waiver, the reasons for it and the conditions on which
it is granted is disclosed in the announcement;
ii) to any extent that financial information in the CGF full year 2021 preliminary announcement
is likely to be materially adjusted (as a result of audit completion for Triple Two), an
announcement as to the particulars of those likely material adjustments to enable the
market to understand and have notice of such material adjustments; and
iii) state when CGF expects to release its annual report for the period to 31 March 2021 to
NZX through MAP. CGF must correct this statement if the expected release date changes.
Reasons
6. In coming to the decision to provide the waiver set out in paragraph four above, NZ RegCo has
considered that:
a. The principal trading operations of CGF are situated in the United Kingdom which remains under
lockdown restrictions due to COVID-19, creating practical difficulties in completing the
accounting and audit processes for CGF’s United Kingdom operations. Compounding those
practical difficulties in completing that audit, CGF acquired the United Kingdom company, Triple
Two Holdings Limited (Triple Two) in June 2020. Triple Two was previously a private company
and its financial statements have not been audited before.

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b. The COVID-19 restrictions in the United Kingdom impaired the ability of the CGF group and
United Kingdom-based auditors, and CGF’s United Kingdom-based accountants, to physically
work with Triple Two. CGF has been unable to send finance staff from New Zealand to support
the audit work. This was compounded by significant inefficiencies due to the challenges of
working remotely in differing time zones, which resulted in delays in the ability of CGF and Triple
Two’s accountants to provide necessary information to the United Kingdom auditors to complete
the necessary audit work on time to meet the 30 June deadline for periodic reporting.
c. The policy behind Rule 3.6.1 is to ensure that shareholders are provided with accurate, timely
and reliable information about an Issuer.
d. CGF submitted that despite the policy the waiver should be granted because:
i) it has no practical alternative to the waiver as its auditors have advised they are unable to
complete its audit of Triple Two by 30 June 2021. Triple Two’s results are material to the
group financial performance and annual report, given the scope and scale of Triple Two’s
operations for the CGF group.
ii) CGF’s auditor has investigated whether it could finalise the group audit with a disclaimer
of opinion however, due to the materiality of Triple Two’s results to the group financial
results, an audit with a disclaimer of opinion could inadvertently result in misleading
information being published to the market and poses a risk of confusing the market. If CGF
were to release an annual report in this manner it would be unlikely to provide clear and
reliable information.
iii) CGF will continue to keep the market informed throughout the waiver period until it has
released its annual report in accordance with the condition at paragraph five above.
e. NZ RegCo granted a class waiver last year as an acknowledgement of the practical difficulties
that issuers faced in completing their periodic reporting obligations following the New Zealand
lockdowns. Due to the COVID-19 restrictions in the United Kington faced by CGF’s accountants
and auditors in the United Kingdom and the materiality of the Triple Two acquisition, the policy
of that class waiver still applies to CGF.
f. The waiver is in line with other international regulatory decisions including in relation to the
London Stock Exchange and the AIM Market in the United Kingdom, which have granted class
relief to their listed and quoted issuers in 2021 to extend periodic reporting requirements to
acknowledge the practical difficulties faced by issuers in meeting their reporting obligations
under the United Kingdom COVID-19 restrictions.

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Appendix One
1. CGF is a Listed Issuer with Equity Securities Quoted on the NZX Main Board.
2. CGF acquired Triple Two in June 2020. Triple Two franchises retail coffee outlets in the United
Kingdom.
3. Triple Two has been a substantial component of the CGF financial performance for the year ended
31 March 2021 and is pervasive to the CGF group accounts as it represents over 50% of CGF’s
total assets.
4. Triple Two was previously a privately owned company and was not subject to audit or international
financial reporting standards. Accordingly, CGF has had additional complexity involved with its 2021
financial year audit.
5. While CGF invested in extra resourcing with a view to meeting its periodic reporting deadline,
including engaging a large United Kingdom accounting firm to provide accounting services to Triple
Two, practical difficulties associated with the prevailing COVID-19 restrictions in the United
Kingdom meant that CGF was unable to complete the audit of Triple Two for incorporation into the
audited group financial statements and to release those audited financial statements to market on
or before 30 June 2021.
6. Under United Kingdom COVID-19 lockdown restrictions, the auditors of Triple Two are currently
working from home. Triple Two’s external accountants were also unable to undertake site visits to
compile relevant information to report to the auditors in the United Kingdom. This has led to delays
in the process as the auditors and accountants would, in normal circumstances, spend time
physically onsite to complete the audit process in an efficient manner. As the trading operations of
CGF are materially offshore, foreign COVID-19 related restrictions offshore have had more of an
effect on CGF than NZX listed issuers with predominantly domestic operations.
7. CGF intends to keep the market informed throughout the delay in its annual report to ensure that
any material changes to its preliminary full year results are promptly released to market.

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Appendix Two
Rule 3.6 Preparation and Delivery of Annual Reports
Rule 3.6.1 Each Issuer of a Quoted Equity Securities or Quoted Debt Securities must within three
months after the end of each financial year:

Prepare an annual report, which must contain all information required by all
applicable laws and these Rules, and
Deliver, subject to Rule 3.6.2, the annual report to:
i) NZX by release through MAP (including by URL link to the annual
report on an Issuer’s website) before or at the same time as it is made
available to Quoted Financial Product holders, and
ii) Each Quoted Financial Product holder in accordance with Rule 3.6.3.