Blackwell Global Notice of Meeting and IAR

8644034.13
BLACKWELL GLOBAL HOLDINGS LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the Annual Meeting of shareholders of Blackwell Global Holdings Limited (BGI or the
Company) will be held online at www.virtualmeeting.co.nz/bgi21 on Tuesday, 28 September 2021 at11 am.
For reasons associated with the COVID-19 pandemic, we will be holding the meeting online only. We
apologise for this, but due to the changing nature of Alert level restrictions and potential risks to the health
of meeting attendees we believe this is in everyone’s best interests.
Shareholders will be able to attend and participate in the 2021 Annual Meeting via the Link Market Services
Annual Meetings Platform at www.virtualmeeting.co.nz/bgi21 in a Virtual Annual Meeting. By signing up for
the Virtual Annual Meeting, you will be able to watch the Annual Meeting, vote and ask questions by
logging on using your computer from anywhere a broadband connection is available.

BUSINESS OF THE MEETING
1. Re-election of Director
“That Mr Say Chan Law, who retires in accordance with the provisions of the Constitution of the
Company and, being eligible, offers himself for re-election as a Director of the Company.”
2. Remuneration of Auditors
“To record the appointment of William Buck Audit (NZ) Limited as Auditors of the Company under
section 200 of the Companies Act, and to authorise the Board to fix their remuneration for the
forthcoming year.”
3. Capitalisation of bonds
“To approve the issue of 71,428,571 ordinary shares in the Company to Blackwell Global Group
Limited, being the majority shareholder of the Company at a price of $0.007 per share, to be
satisfied by capitalising $500,000 of its secured bonds shares in the Company, as explained further in
the explanatory notes.”
NOTES
1. Explanatory notes
Explanatory notes on the business of the meeting are set out in the following pages. Additional
information on the proposed capitalisation of bonds is set out in the accompanying Independent
Appraisal Report from Simmons Corporate Finance dated 13 September 2021.
2. Proxies
All shareholders of the Company entitled to attend online and vote at the meeting are entitled to
appoint a proxy to attend to vote for them instead. A proxy need not be a shareholder of the
Company.
If a shareholder wishes to appoint a proxy, the shareholder should complete the proxy form
enclosed. To be effective, the proxy form must be lodged at the Registered Office of the Company
or with the Company’s Share Registrar, Link Market Services, in accordance with the instructions in
the Notes to the Proxy Form accompanying this Notice within at least 48 hours before the meeting
is due to begin (i.e. before 11am on Sunday, 26 September 2021).
If you wish to appoint an independent director of the Chairman as your proxy, Mr Sean Joyce is
willing to act on your behalf and will vote “for” on all 3 resolutions.
If you do not name a proxy in your proxy form, Mr Sean Joyce, as Chairman, will be deemed
appointed your proxy and will vote in accordance with your express instructions. Proxy forms that
record an express intention may not be exercised by someone disqualified from voting.

2
Discretionary proxies given to persons disqualified from voting will not be valid.
3. Virtual annual meeting
Shareholders will be able to attend exclusively via an online platform provided by our share
registrar, Link Market Services at www.virtualmeeting.co.nz/bgi21. Via the online platform,
shareholders will be able to vote and ask questions during the Annual Meeting. If you will be
attending online, you will require your Holder Number for verification purposes. More information
regarding virtual attendance at the Annual Meeting (including how to vote and ask questions
virtually during the Meeting) is available in the Virtual Annual Meeting Online Portal Guide available
at https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
4. Entitlement to vote
All persons registered on the Company’s register of shareholders as at 5 pm on Friday,
24 September 2021 are entitled to vote at the Meeting online or by proxy.

By order of the Board of Directors


Sean Joyce
Chairman
13 September 2021
EXPLANATORY NOTES
Ordinary Resolutions
All items of business to be considered at the meeting are ordinary resolutions. An ordinary resolution is a
resolution passed by a simple majority of votes of shareholders of the Company, entitled to vote and
voting.
Voting restrictions
Blackwell Global Group Limited and any of its “Associated Persons” (as defined in the NZX Listing Rules),
including its director Kaw Sing Chair (Michael Chair), are restricted from voting on resolution 3 referred to in
the Notice of Annual Meeting. See further discussion below in the Explanatory Notes on resolution 3.
Resolution 1: Re-election of Director
Mr Say Chan Law (James), retires in accordance with the provisions of the Constitution of the Company. Mr
Law, being eligible, offers himself for re-election.
James has more than 16 years’ experience in the commercial and residential real estate industry,
commencing his career with Nai Harcourts where he rose through the ranks to become an Executive
Director. He eventually founded James Law Realty, a renowned firm within the real estate industry in New
Zealand.
James holds a MBA in International Business and a Bachelor of Commerce degree in marketing and
information systems.
Resolution 2: Remuneration of auditor
William Buck Audit (NZ) Limited are automatically reappointed as Auditors of the Company under section
200 of the Companies Act. Resolution 2 seeks authority for the Board to fix their remuneration for the
forthcoming year.

3
Resolution 3: Overview of Proposed Capitalisation of Secured Bonds
Background
On 4 July 2017, the Company (previously named NZF Group Limited) and Blackwell Global Group Limited
(BGGL) entered into a Secured Bonds Subscription Agreement and a Convertible Note Subscription
Agreement (the Agreements) under which the Company agreed to issue to BGGL (and BGGL agreed to
subscribe for) bonds (as defined in the Agreements) having an aggregate principal amount of
NZD$6,000,000.
There are currently $2.5 million of Bonds that remain outstanding.
On 23 June 2021 BGI advised NZX for release to the market that the independent directors of the Company
had agreed with BGGL that:
1. BGGL will, subject to obtaining shareholder approval, capitalise $500,000 of the Bonds issued under the
Agreements into 71,428,571 new ordinary shares in BGI equally ranked with the other ordinary shares
on issue, at an issue price of $0.007 per share (the Capitalisation); and
2. BGI will redeem $1,000,000 of the Bonds for cash.
The $1,000,000 Bond redemption was completed on 13 August 2021 from cash resources held by the
Company in accordance with the agreement made on 23 June 2021. This partial redemption did not require
shareholder approval under the NZX related party listing rules as it was contemplated by the existing terms
of issue.
Following completion of both of the above transactions there will be a final $1,000,000 of Bonds that
remain outstanding (to be repaid by the Company in accordance with their existing terms, as varied from
time to time, which currently require repayment on 30 June 2022). The remaining Bonds carry 0% interest
until maturity. The deferral of the maturity date and reduction of interest payable to 0% was not the
incurring of any new obligation and therefore did not require shareholder approval under the NZX related
party listing rules.
The issue price of $0.007 per share is in line with the recent trading prices of BGI’s shares over the 6 months
prior to announcement of the Bond Capitalisation on 23 June 2021. The Bond Capitalisation Issue per share
represents:
 a 40% premium to the last traded price of BGI shares on 11 September 2021 of $0.005;
 a 17% premium to BGI’s share price immediately prior to the announcement of the Bond Capitalisation
on 22 June 2021 of $0.006;
 the same price as the one month VWAP up to 22 June 2021 of $0.007;
 the same price as the 3 months VWAP up to 22 June 2021 of $0.007; and
 a discount of 13% to the 6 months VWAP up to 22 June 2021 of $0.008.
Should shareholders approve the Bond Capitalisation, the Company plans to complete it as soon as
practicable following the meeting.
The new shares issued will rank equally with the existing 502,330,488 ordinary shares on issue.
BGGL is the majority shareholder in the Company and is therefore a “Related Party” of the Company
pursuant to the NZX Listing Rules. In addition, the Company’s director Michael Chai is also a BGGL director
and therefore is treated as an “Associated Person” of BGGL under the NZX Listing Rules.
BGGL currently holds 311,501,199 shares in the Company, representing 62.011% of the voting securities in
the Company. If shareholders approve the Capitalisation, the additional 71,428,571 shares issued would
increase BGGL’s holding to 382,929,770 shares or 66.741% (an increase of 4.729%).
BGGL is permitted to increase its holding or control of the Company’s voting rights by this amount under
rule 7(e) of the Takeovers Code.
The minority buyout rights in sections 110 to 118 of the Companies Act 1993 does not apply in relation to
the Bond Capitalisation.

4
Requirement for the resolution
Resolutions 3 is therefore required by NZX Listing Rule 5.2 as the Capitalisation is a Material Transaction
with a Related Party that triggers a shareholder approval requirement by ordinary resolution. The Bond
Capitalisation is a Material Transaction as it has an aggregate value in excess of 10% of the Average Market
Capitalisation of the Company.
Further, BGGL is an Associated Person of one of the Company’s directors, Kaw Sing Chai (Michael Chai), as
Michael Chai is a director of BGGL and the Company and is the second largest shareholder of the Company.
Therefore, shareholder approval is also required under NZX Listing Rule 4.2.1 because of the size of the
issue and given that BGI is not using placement headroom. BGGL and its “Associated Person” (as defined in
the NZX Listing Rules) is restricted from voting on Resolution 3 referred to in this Notice of Meeting.
As shown in the below table, Michael Chai also holds 11.12% of the shares in the Company (of which
55,871,667 shares in the Company are personally held by Michael as at 27 June 2017), and he is the second
largest Shareholder of the Company. Michael Chai is an “Associated Person” of BGGL for the purpose of the
NZX Listing Rules, and an “associate” of BGGL for the purpose of the Takeovers Code. Therefore, Michael
Chai will also be restricted from voting on resolution 3.
BGI Shareholding Post the Bond Capitalisation

Current Bond Conversion Post Bond Conversion


No of Shares % No of Shares % No of Shares % Change
BGGL 311,501,199 62.01% 71,428,571 100.00% 382,929,770 66.74% + 4.73%
Michael Chai 55,871,667 11.12%

0.00% 55,871,667 9.74%

Total BGGL and
Associates
367,372,866 73.13% 71,428,571 100.00% 438,801,437 76.48% + 3.35%
Non-associated
Shareholders
134,957,622 26.87% 0 0.00% 134,957,622 23.52%
- 3.35%
Total 502,330,488 100.00% 71,428,571 100.00% 573,759,059 100.00%


Consequences of Resolution not being approved
In the event that resolution 3 is not approved by shareholders then the Company will remain liable to repay
the Bonds in accordance with their terms, which require repayment on 30 June 2022. The Bonds carry 0%
interest until maturity.
At the date of this notice the Company has sufficient cash resources to repay the Bonds on maturity,
although the Company reserves the right to negotiate a further extension of the maturity for, and/or for a
conversion of, the remaining Bonds.
Appraisal Report
Additional information is set out in the accompanying Appraisal Report from Simmons Corporate Finance
dated 13 September 2021.
NZ RegCo No Objection
NZ RegCo have reviewed and do not object to the Notice of Annual Meeting. However, NZ RegCo does not
take any responsibility for any statements in the Notice of Annual Meeting or any other document.

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www.simmonscf.co.nz





Blackwell Global Holdings
Limited

Appraisal Report

In Respect of the Proposed
Capitalisation of $500,000 of
Bonds Issued to Blackwell
Global Group Limited

September 2021

Blackwell Global Holdings Limited Appraisal Report
Index

Section Page

1. Introduction ........................................................................................................................ 1
2. Evaluation of the Fairness of the Bond Capitalisation ....................................................... 5
3. Profile of Blackwell Global Holdings Limited .................................................................... 14
4. Sources of Information, Reliance on Information, Disclaimer and Indemnity .................. 20
5. Qualifications and Expertise, Independence, Declarations and Consents ...................... 22

Blackwell Global Holdings Limited Page 1 Appraisal Report
1. Introduction
1.1 Background
Blackwell Global Holdings Limited (BGI or the Company) is a New Zealand
incorporated financial services company. The Company was previously called
New Zealand Finance Holdings Limited and NZF Group Limited.
On 18 January 2021, BGI announced that it had decided to wind down its finance
company operation and explore alternative business opportunities via a potential
reverse takeover transaction.
BGI’s shares are listed on the main equities securities market (the NZX Main Board)
operated by NZX Limited (NZX) with a market capitalisation of approximately
$2.5 million as at 10 September 2021. Its audited total equity as at 31 March 2021
was approximately $0.2 million.
A profile of BGI is set out in section 3.
1.2 Bond Capitalisation
On 4 July 2017, BGI and Blackwell Global Group Limited (BGGL) entered into a
Secured Bonds Subscription Agreement and a Convertible Note Subscription
Agreement (the Agreements) under which BGI agreed to issue to BGGL (and BGGL
agreed to subscribe for) bonds having an aggregate principal amount of $6.0 million
(the BGGL Bonds).
There are currently $2.5 million of BGGL Bonds that remain outstanding.
BGI announced on 23 June 2021 that its independent directors had agreed with
BGGL that:
 BGGL will, subject to shareholder approval, capitalise $0.5 million of the BGGL
Bonds into 71,428,571 new ordinary shares in BGI at an issue price of $0.007
per share (the Bond Capitalisation) and
 BGI will redeem $1.0 million of the BGGL Bonds for cash and shall pay that
sum to BGGL (the Bond Redemption). The Bond Redemption was completed
on 13 August 2021.
Following the completion of the Bond Capitalisation and the Bond Redemption, there
will be $1.0 million of BGGL Bonds outstanding, which will be repaid by BGI in
accordance with their terms.
1.3 Blackwell Global Group Limited
BGGL is the Company’s largest shareholder, holding 311,501,199 ordinary shares.
This represents 62.01% of the Company’s total shares on issue.
BGGL is a company incorporated and registered under the laws of the Cayman
Islands. Its registered office is at Grand Cayman, Cayman Islands.
We are advised that BGGL is a holding investment company that owns several
financial services subsidiaries that engage in the business of issuing derivatives.

Blackwell Global Holdings Limited Page 2 Appraisal Report
Blackwell Global Investments Limited is a registered New Zealand Financial Service
Provider (FSP 3061) that offers an online trading platform (BGGL Trader), investment
products and research services to a group of private high-net-worth individuals. It is
also licensed and regulated by the Cyprus Securities and Exchange Commission
(Licence No 159/11).
BGGL is ultimately controlled by Kaw Sing (Michael) Chai, who is BGI’s second
largest shareholder and a non-executive director of the Company. Mr Chai holds
55,871,667 ordinary shares in BGI, representing 11.12% of the Company’s total
shares on issue.
We understand that Mr Chai is the founder and chief executive officer of BGGL and
has more than a decade of foreign exchange and derivatives trading experience.
We refer to BGGL and Mr Chai as the BGGL Associates. Collectively, the BGGL
Associates hold 367,372,866 ordinary shares, representing 73.13% of the
Company’s shares on issue.
1.4 Shareholding Levels Post the Bond Capitalisation
The Company’s shareholders not associated with BGGL (the Non-associated
Shareholders) currently collectively hold 134,957,622 ordinary shares, representing
26.87% of the Company’s shares on issue.
If the Bond Capitalisation is approved by the Non-associated Shareholders, BGI will
have 573,759,059 ordinary shares on issue following the Bond Capitalisation:
 the Non-associated Shareholders will collectively hold 23.52% of the shares on
issue
 BGGL’s control of voting rights in BGI will increase from 62.01% to 66.74% and
the BGGL Associates’ control of voting rights will increase from 73.13% to
76.48%.

BGI Shareholding Post the Bond Capitalisation


Current
Bond
Capitalisation
Post Bond
Capitalisation
No. of Shares % No. of Shares No. of Shares %

BGGL 311,501,199 62.01% 71,428,571 382,929,770 66.74%

Mr Chai 55,871,667 11.12% - 55,871,667 9.74%


BGGL Associates 367,372,866 73.13% 71,428,571 438,801,437 76.48%

Non-associated Shareholders 134,957,622 26.87% - 134,957,622 23.52%

Total
502,330,488 100.00% 71,428,571 573,759,059 100.00%

1.5 Annual Meeting
BGI is holding its annual meeting of shareholders on 28 September 2021, where the
Company will seek shareholder approval of an ordinary resolution in respect of the
Bond Capitalisation (resolution 3 - the Bond Capitalisation Resolution).
An ordinary resolution is passed by a simple majority of the votes cast.
BGGL and its Associated Persons (as defined in the NZX Listing Rules (the Listing
Rules)) are not permitted to vote on the Bond Capitalisation Resolution.
Mr Chai is an Associated Person of BGGL and therefore is not permitted to vote on
the Bond Capitalisation Resolution.

Blackwell Global Holdings Limited Page 3 Appraisal Report
The Company’s shareholders will also vote at the annual meeting on ordinary
resolutions in respect of:
 the re-election of Say Chan (James) Law as a director (resolution 1)
 the remuneration of the Company’s auditors (resolution 2).
1.6 Summary of Opinion
Our evaluation of the fairness of the Bond Capitalisation as required under the Listing
Rules is set out in section 2.
In our opinion, after having regard to all relevant factors, the terms and conditions of
the Bond Capitalisation are fair to the Non-associated Shareholders.
1.7 Regulatory Requirements
NZX Listing Rules
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The Bond Capitalisation is a Material Transaction as it has an aggregate value in
excess of 10% of the Average Market Capitalisation of BGI.
BGGL is a Related Party of the Company as it holds 62.01% of the Company’s
shares.  
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1.
Listing Rule 4.1.1 stipulates that an Issuer must only issue Equity Securities with
approval by ordinary resolution in accordance with Listing Rule 4.2.1.
BGGL is an Associated Person of Mr Chai.
Listing Rule 7.8.5 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution in respect of the issue of Financial Products (ie the Bond
Capitalisation) as required by Listing Rule 7.8.4 and more than 50% of the Financial
Products to be issued are intended or likely to be acquired by Directors or Associated
Persons of Directors (ie Mr Chai).
Takeovers Code
BGGL is permitted to increase its control of voting rights in BGI by 4.73% from
62.01% to 66.74% without the need for shareholder approval under the Takeovers
Code (the Code) by utilising the creep provisions under Rule 7(e) of the Code. The
creep provisions enable entities that hold more than 50% and less than 90% of the
voting securities in a code company to buy up to a further 5% of the code company’s
shares per annum without the need for shareholder approval.

Blackwell Global Holdings Limited Page 4 Appraisal Report
1.8 Purpose of the Report
The Company’s directors not associated with BGGL, being Craig Alexander, Sean
Joyce and San Chan (James) Law (the Non-associated Directors) have engaged
Simmons Corporate Finance to prepare an Appraisal Report on the fairness of the
Bond Capitalisation in accordance with the Listing Rules.
Simmons Corporate Finance was approved by NZX Regulation Limited (NZ RegCo)
on 30 June 2021 to prepare the Appraisal Report.
Simmons Corporate Finance issues this Appraisal Report to the Non-associated
Directors for the benefit of the Non-associated Shareholders to assist them in forming
their own opinion on whether to vote for or against the Bond Capitalisation
Resolution.
We note that each shareholder’s circumstances and objectives are unique.
Accordingly, it is not possible to report on the fairness of the Bond Capitalisation in
relation to each shareholder. This report on the fairness of the Bond Capitalisation
is therefore necessarily general in nature.
The Appraisal Report is not to be used for any other purpose without our prior written
consent.

Blackwell Global Holdings Limited Page 5 Appraisal Report
2. Evaluation of the Fairness of the Bond Capitalisation
2.1 Basis of Evaluation
Listing Rule 7.10.2 requires an Appraisal Report to consider whether the terms and
conditions of the Bond Capitalisation are fair to the Company’s shareholders.
There is no legal definition of the term fair in either the Listing Rules or in any statute
dealing with securities or commercial law in New Zealand.
In our opinion, the Bond Capitalisation will be fair to the Non-associated Shareholders
if:
 they are likely to be at least no worse off if the Bond Capitalisation proceeds
than if it does not. In other words, we consider that the Bond Capitalisation will
be fair if there is no value transfer from the Non-associated Shareholders to the
BGGL Associates, and
 the terms and conditions of the Bond Capitalisation are in line with market terms
and conditions.
We have evaluated the fairness of the Bond Capitalisation by reference to:
 the rationale for the Bond Capitalisation
 the fairness of the terms of the Bond Capitalisation
 the impact of the Bond Capitalisation on BGI’s financial position
 the impact of the Bond Capitalisation on the control of BGI
 the dilutionary impact of the Bond Capitalisation
 the impact of the Bond Capitalisation on BGI's share price
 the benefits and disadvantages to the Non-associated Shareholders of the
Bond Capitalisation
 the benefits and disadvantages to BGGL of the Bond Capitalisation
 the implications if the Bond Capitalisation Resolution is not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

Blackwell Global Holdings Limited Page 6 Appraisal Report
2.2 Evaluation of the Fairness of the Bond Capitalisation
In our opinion, after having regard to all relevant factors, the terms and
conditions of the Bond Capitalisation are fair to the Non-associated
Shareholders.
The basis for our opinion is set out in detail in sections 2.3 to 2.13.
In summary, the key factors leading to our opinion are:
 the rationale for the Bond Capitalisation is sound. It will convert $0.5 million of
debt into equity, strengthening the Company’s financial position
 the terms of the Bond Capitalisation are fair. The issue price of $0.007 per
share under the Bond Capitalisation (the Bond Capitalisation Issue Price) is
fair to the Non-associated Shareholders as it approximates BGI’s recent
volume weighted average share price (VWAP) up to the announcement of the
Bond Capitalisation and therefore will not be value dilutionary to the
Non-associated Shareholders
 the Bond Capitalisation will have a positive impact on the Company's financial
position, converting $0.5 million of debt into equity and increasing BGI’s net
assets per share
 the Bond Capitalisation will not increase the BGGL Associates’ level of control
over the Company to any significant degree
 the dilutionary impact of the Bond Capitalisation on the Non-associated
Shareholders will result in their proportionate shareholdings in the Company
reducing by 12.4%
 the Bond Capitalisation is unlikely to have any significant impact on BGI’s share
price as the Bond Capitalisation Issue Price is in line with the Company’s
current share price
 the Bond Capitalisation will have no impact on the liquidity of BGI’s shares as
the number of shares held by the Non-associated Shareholders will not change
 the Bond Capitalisation will not change the risk profile of BGI
 the attraction of BGI as a takeover target is unlikely to change
 the implication of the Bond Capitalisation Resolution not being approved by the
Non-associated Shareholders is that the Bond Capitalisation will not proceed
and therefore the Company will need to repay the $0.5 million of BGGL Bonds
when they mature, thus depleting the Company’s cash reserves.
2.3 Rationale for the Bond Capitalisation
Reverse Takeover Transaction
BGI announced on 18 January 2021 that the Company’s board of directors (the
Board) decided to wind down the Company’s finance company operations given that
it was unable to raise sufficient funding to grow and develop a meaningful finance
company operation.
The Board has implemented a number of strategies to reduce the outgoings of the
Company, including the disestablishment of the roles of chief executive officer and
chief operating officer. Both executives left the employment of the Company in
February 2021.

Blackwell Global Holdings Limited Page 7 Appraisal Report
The Board is actively looking to identify a suitable business opportunity to invest in
and / or acquire through a reverse takeover transaction. We are advised by the Board
that it has held discussions with several potential acquisition targets, but none of
those discussions have developed into a tangible transaction to date.
In conjunction with the reverse takeover transaction, the Company would seek to
raise additional growth capital to assist in funding the future growth of the business.
The Board is focusing on business opportunities that satisfy one or more of the
following investment criteria:
 the business has excellent personnel and management
 the business operates in an attractive and positive business sector
 the business has a robust business model
 the business has solid historical earnings or alternatively has a sound business
platform from which to implement its business plan and generate strong
earnings in the future
 the business owns proprietary intellectual property
 the business has potential to grow organically, via acquisition or through the
further investment in capital plant
 the business has the potential to scale internally
 the business would benefit from being able to raise additional capital on the
market
 the business is likely to generate superior returns for the Company and its
existing shareholders.
Bond Capitalisation and Bond Redemption
As part of the reverse takeover transaction process, the Board wishes to strengthen
BGI’s financial position and capital structure via the Bond Capitalisation and the Bond
Redemption.
The Non-associated Directors consider that the Bond Capitalisation will improve
BGI’s financial position by converting $0.5 million of debt into equity, alleviating the
obligation to repay $0.5 million of BGGL Bonds when they mature in 2022. The
conversion will be at the Bond Capitalisation Issue Price of $0.007 per share, thereby
improving the Company’s net assets per share.
Conclusion
In our opinion, the rationale for the Bond Capitalisation is sound. It will convert
$0.5 million of debt into equity, preserving the Company’s cash reserves and
strengthening BGI’s financial position.

Blackwell Global Holdings Limited Page 8 Appraisal Report
2.4 Terms of the Bond Capitalisation
Bond Capitalisation Issue Price
The Bond Capitalisation involves the allotment of 71,428,571 new ordinary fully paid
shares to BGGL at the Bond Capitalisation Issue Price of $0.007 per share.
We have assessed the reasonableness of the Bond Capitalisation Issue Price by
reference to:
 the prices at which the Company’s shares have recently traded on the NZX
Main Board prior to the announcement of the Bond Capitalisation
 the prices at which the Company has recently issued shares
 the asset backing of the shares.
Recent Share Trading Prices
A summary of BGI’s daily closing share price and monthly volumes of shares traded
since 3 January 2020 is set out in section 3.8.
The Bond Capitalisation Issue Price of $0.007 per share is broadly in line with the
recent trading prices for BGI’s shares over the past 6 months up to the announcement
of the Bond Capitalisation on 23 June 2021.

Source: NZX Company Research
The Bond Capitalisation Issue Price per share represents:
 a 17% premium to the Company’s share price immediately prior to the
announcement of the Bond Capitalisation on 23 June 2021 of $0.006
 the same price as the one month VWAP up to 22 June 2021 of $0.007
 the same price as the 3 months VWAP up to 22 June 2021 of $0.007
 a discount of 13% to the 6 months VWAP up to 22 June 2021 of $0.008.

Blackwell Global Holdings Limited Page 9 Appraisal Report
Recent Share Issues
An analysis of BGI’s recent significant equity raisings is set out below.

BGI Recent Share Issues

Date Type of Issue No. of Shares
Issue Price
($)
Equity Raised
($000)

7 Jul 2017 Private placement 313,872,866 $0.008 2,511

28 Jan 2020 Conversion of convertible notes 62,500,000 $0.008 500

The 2 most recent share issues were one and a half and 4 years ago respectively.
They were both at $0.008 per share, which is marginally higher than the Bond
Capitalisation Issue Price. The issue prices were in line with the prevailing share
trading prices at the respective dates of the share issues.
Net Assets per Share
BGI's total equity amounted to $190,764 as at 31 March 2021, equating to net assets
of $0.0004 per share.
Conclusion
We consider the recent market prices to be the best basis for assessing the
reasonableness of the Bond Capitalisation Issue Price. Accordingly, we are of the
view that the issue price of $0.007 per share is fair to the Non-associated
Shareholders as it is broadly in line with BGI’s VWAP measured between one month
and 6 months.
2.5 Impact on Financial Position
A summary of BGI’s recent financial position is set out in section 3.6.
For illustrative purposes, the table below shows BGI’s financial position assuming the
Bond Capitalisation occurred on 31 March 2021.

Illustrative Financial Impact of the Bond Capitalisation

As at
31 Mar 21
$000
Bond
Capitalisation
$000
Post Bond
Capitalisation
$000


Current assets 2,639 - 2,639

Non current assets 81 - 81

Total assets 2,720 - 2,720

Current liabilities (205) - (205)

Non current liabilities (2,324) 500 (1,824)

Total liabilities (2,529) 500 (2,029)

Total equity 191 500 691


No. of shares (000) 502,330 71,429 573,759

Net assets per share $0.0004 $0.0070 $0.0012

Source: BGI 2021 annual report


The illustrative financial position shows that following the Bond Capitalisation, BGI’s
total equity would increase by $0.5 million from approximately $0.2 million to
approximately $0.7 million and the Company’s borrowings would reduce by
$0.5 million.

Blackwell Global Holdings Limited Page 10 Appraisal Report
Net assets per share would increase by 217% from $0.0004 to $0.0012 per share
(due to the Bond Capitalisation Issue Price being $0.007 per share).
2.6 Impact on Control
Share Capital and Shareholders
BGI currently has 502,330,488 fully paid ordinary shares on issue held by 471
Non-associated Shareholders. The names, number of shares and percentage
holding of the Company’s 10 largest shareholders as at 3 September 2021 are set
out in section 3.4.
Shareholding Levels Post the Bond Capitalisation
If the Bond Capitalisation is approved, BGI will have 573,759,059 ordinary shares on
issue.

BGI Shareholding Post the Bond Capitalisation


Current
Bond
Capitalisation
Post Bond
Capitalisation
No. of Shares % No. of Shares No. of Shares %

BGGL 311,501,199 62.01% 71,428,571 382,929,770 66.74%

Mr Chai 55,871,667 11.12% - 55,871,667 9.74%


BGGL Associates 367,372,866 73.13% 71,428,571 438,801,437 76.48%

Non-associated Shareholders 134,957,622 26.87% - 134,957,622 23.52%

Total
502,330,488 100.00% 71,428,571 573,759,059 100.00%

Shareholding Voting
The Bond Capitalisation will result in BGGL increasing its shareholding level by
4.73% from 62.01% to 66.74% and the BGGL Associates’ increasing their control of
voting rights from 73.13% to 76.48%.
The BGGL Associates will be able to collectively determine the outcome of any
special resolutions (which require the approval of 75% of the votes cast by
shareholders) and the outcome of any ordinary resolutions (which require the
approval of more than 50% of the votes cast by shareholders), subject always to
applicable voting restrictions under the Listing Rules and the Companies Act 1993
(the Co’s Act).
The BGGL Associates are most likely able to currently singlehandedly determine the
outcome of any special resolutions and ordinary resolution with their 73.13%
collective shareholding. This is because a number of shareholders in listed
companies tend not to vote on resolutions and hence the relative weight of each
shareholding increases.
Accordingly, we are of the view that the Bond Capitalisation will not increase the
BGGL Associates’ ability to influence the outcome of shareholding voting to any
significant degree.
Board of Directors
As set out in section 3.3, the Company currently has 5 directors, of whom 2 (Mr Chai
and his alternate Mr Chua) are deemed to be associates of BGGL.
We are advised by the Non-associated Directors that the Bond Capitalisation will not
change the composition of the Board.

Blackwell Global Holdings Limited Page 11 Appraisal Report
Operations
We are advised by the Non-associated Directors that the BGGL Associates’ influence
over BGI’s operations is predominantly through their Board representation and that
the Bond Capitalisation will not change the BGGL Associates’ level of influence over
the Company’s operations.
Protection for Minority Shareholders
While the BGGL Associates will have a degree of control over BGI, they cannot act
in an oppressive manner against minority shareholders. The Co’s Act, the Listing
Rules and the Code provide a level of protection to minority shareholders.
Furthermore, any transactions between BGI and any shareholder holding 10% or
more of the Company’s shares will need to satisfy the requirements of the Listing
Rules with respect to transactions with related parties.
2.7 Dilutionary Impact
The Bond Capitalisation will result in the Non-associated Shareholders'
shareholdings in the Company being diluted by 12.4%.
While the dilutionary impact is relatively significant, we are of the view that the
Non-associated Shareholders’ main focus should be on whether there is any
dilutionary impact on the value of their respective shareholdings rather than on their
level of voting rights. As stated in section 2.4, we are of the view that the terms of
the Bond Capitalisation are fair to the Non-associated Shareholders from a financial
point of view and therefore do not dilute the value of their respective shareholdings.
2.8 Impact on Share Price and Liquidity
Share Price
A summary of BGI’s daily closing share price and daily volume of shares traded from
3 January 2020 to 10 September 2021 is set out in section 3.8.
The Bond Capitalisation Issue Price is $0.007 per share. This price represents:
 a 17% premium to the Company’s share price immediately prior to the
announcement of the Bond Capitalisation on 23 June 2021 of $0.007
 the same price as one month VWAP up to 22 June 2021 of $0.007
 the same price as the 3 months VWAP up to 22 June 2021 of $0.007.
Since the announcement of the Bond Capitalisation, the Company’s shares have
traded between $0.005 and $0.006 at a VWAP of $0.006 up to 10 September 2021.
In our view, the Bond Capitalisation is unlikely to have any significant impact on the
Company’s share price as the Bond Capitalisation Issue Price is at, or close to, the
prevailing market price.
Liquidity
The analysis in section 3.8 shows that BGI’s shares are relatively thinly traded on the
NZX Main Board. 11.2% of the Company’s shares were traded in the year up to
10 September 2021.
The Bond Capitalisation will not improve the liquidity of the Company’s shares as the
number of shares held by the Non-associated Shareholders will not change.

Blackwell Global Holdings Limited Page 12 Appraisal Report
2.9 Main Advantage to the Non-associated Shareholders of the Bond
Capitalisation
The Bond Capitalisation will convert $0.5 million of debt to equity, preserving the
Company’s cash reserves and strengthening BGI’s financial position.
2.10 Main Disadvantage to the Non-associated Shareholders of the Bond
Capitalisation
The main disadvantage to the Non-associated Shareholders of the Bond
Capitalisation is that the issue of new ordinary shares under the Bond Capitalisation
will dilute their interests in the Company by 12.4%. This will reduce their collective
shareholding from 26.87% at present to 23.52%.
In our view, the positive aspects of the conversion of $0.5 million of debt to equity
outweighs the dilutionary impact of the Bond Capitalisation.
2.11 Other Issues for the Non-associated Shareholders to Consider
Benefits to BGI of BGGL as a Cornerstone Shareholder
The Bond Capitalisation will reinforce BGGL’s position as an important cornerstone
strategic investor in the Company, signalling its commitment to the future prospects
of BGI.
No Change in Business Risk
The Bond Capitalisation will have no impact on the business risks faced by the
Company.
Likelihood of a Takeover Offer Unlikely to Change
In our view, irrespective of whether the BGGL Associates hold 73.13% or 76.48% of
the Company’s shares, it is unlikely to change the attraction of BGI as a takeover
target to the BGGL Associates or to other parties:
 as stated in section 2.6, the Bond Capitalisation will not change the BGGL
Associates’ level of control over the Company to any significant degree and
therefore the BGGL Associates’ inclination to make a takeover offer (or not) is
unlikely to change
 any bidder looking to fully or partially take over the Company would need to
ensure that the BGGL Associates would accept its offer, irrespective of whether
the BGGL Associates held 73.13% or 76.48% of the Company’s shares.
Following the Bond Capitalisation, the BGGL Associates will not be able to increase
the level of their shareholdings unless they comply with the provisions of the Code
and the Listing Rules. They will generally only be able to acquire more shares in the
Company if:
 they make a full or partial takeover offer
 the acquisition is approved by way of an ordinary resolution of the Company’s
shareholders excluding the BGGL Associates
 the Company makes an allotment of shares which is approved by way of an
ordinary resolution of the Company’s shareholders excluding the BGGL
Associates
 the Company undertakes a share buyback that is approved by the Company’s
shareholders and the BGGL Associates do not accept the offer of the buyback.

Blackwell Global Holdings Limited Page 13 Appraisal Report
BGGL will be able to acquire up to a further 5% of BGI shares per annum utilising the
creep provisions under Rule 7(e) of the Code, commencing 12 months after the Bond
Capitalisation.
2.12 Likelihood of the Bond Capitalisation Resolution Being Approved
The Bond Capitalisation Resolution is an ordinary resolution, passed by a simple
majority of the votes cast.
BGGL and Kaw Sing (Michael) Chai are not permitted to vote on the Bond
Capitalisation Resolution. Therefore shareholders holding 26.87% of the shares will
determine the outcome of the Bond Capitalisation Resolution (assuming they all
vote).
The 8 largest Non-associated Shareholders collectively hold 18.86% of the
Company’s shares. This represents 70.18% of the voting rights that are able to be
voted on the Bond Capitalisation Resolution. Accordingly, their votes will determine
the outcome of whether the resolution will be approved.
One of the Non-associated Directors is San Chan (James) Law, who holds 3.84% of
the Company’s shares. This represents 14.29% of the voting rights that are able to
be voted on the Bond Capitalisation Resolution.
2.13 Implications if the Bond Capitalisation Resolution is not Approved
If the Bond Capitalisation Resolution is not approved, then the Bond Capitalisation
will not proceed. BGI will remain liable to repay the $0.5 million of BGGL Bonds in
2022 according to the original timeline as contemplated in the Agreements.
BGI had approximately $2.0 million of cash and cash equivalents as at 31 March
2021. $1.0 million is earmarked for the Bond Redemption (which was completed on
13 August 2021), leaving the Company with approximately $1.0 million of cash and
cash equivalents. If a further $0.5 million needs to be applied to repaying the BGGL
Bonds that are subject to the Bond Conversion, then the Company may not have
sufficient funds to efficiently undertake a reverse takeover transaction without first
seeking to raise additional capital from third parties.
2.14 Voting For or Against the Bond Capitalisation Resolution
Voting for or against the Bond Capitalisation Resolution is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-associated Shareholders will need to consider these
consequences and consult their own professional adviser if appropriate.

Blackwell Global Holdings Limited Page 14 Appraisal Report
3. Profile of Blackwell Global Holdings Limited
3.1 Background
The Company was incorporated on 22 January 2004 as New Zealand Finance
Holdings Limited. It changed its name to NZF Group Limited on 31 March 2008 and
to Blackwell Global Holdings Limited on 7 July 2017.
BGI’s shares were listed on the NZX Main Board on 6 October 2004. The Company
was the holding company for wholly owned subsidiaries New Zealand Finance
Limited (which was established in 1997) and New Zealand Mortgage Finance Limited
(NZMF) (which was acquired in 2004).
The impact of the financial crisis that occurred in 2007 on the New Zealand capital
markets and within the New Zealand finance company sector was catastrophic,
leading to the Board deciding in 2010 that the best course of action for the Company
was for it to dispose of its principal business assets to realise what proceeds it could
from the sale of those assets.
By 1 April 2014, the Company had sold all of its trading subsidiaries and jointly
controlled entities.
On 21 May 2015, the Board resolved that the Company be placed into voluntary
administration (VA). The principal objective of the VA process was to facilitate the
distribution of the Company’s funds to noteholders in a timely and cost effective
manner.
On 15 June 2015, BGI’s creditors resolved that the Company execute the Deed of
Company Arrangement (the DOCA), which resulted in a full and final settlement
payment to noteholders on 26 June 2015. The DOCA was terminated on 3 July 2015.
On 15 November 2016, the Company announced it had entered into an
implementation deed with BGGL whereby BGI would allot new ordinary shares and
issue convertible notes and the BGGL Bonds to BGGL to implement an operational
and capital restructure of the Company (the BGGL Restructure).
The BGGL Restructure was completed on 7 July 2017 following shareholder
approval.
On 18 January 2021, the Board announced that it had decided to wind down the
Company’s finance company operation and to reduce costs in order to give BGI
additional time to explore alternative business opportunities via a potential reverse
takeover transaction.

Blackwell Global Holdings Limited Page 15 Appraisal Report
The Company’s key events are summarised below.

3.2 Nature of Operations
The Company has operated as a financial services company since the BGGL
Restructure in 2017.
On 18 January 2021, the Board announced that it had decided to wind down the
Company’s finance company operation. The roles of chief executive officer and chief
operating officer were disestablished in February 2021.
The Board is now actively looking to identify a suitable business opportunity to invest
in and / or acquire through a reverse takeover transaction.
3.3 Directors
The directors of BGI are:
 Craig Alexander, independent non-executive director
 Kaw Sing (Michael) Chai, non-executive director
 Kim Chan (Steve) Chua, alternate non-executive director for Mr Chai
 Sean Joyce, independent non-executive chair
 Say Chan (James) Law, non-executive director.

Blackwell Global Holdings Limited Page 16 Appraisal Report
3.4 Capital Structure and Shareholders
BGI currently has 502,330,488 fully paid ordinary shares on issue held by 471
shareholders.
The names, number of shares and percentage holding of the Company’s 10 largest
shareholders as at 3 September 2021 are set out below.

10 Largest Shareholders

BGI Shareholder No. of Shares %

BGGL 311,501,199 62.01%
Kaw Sing (Michael) Chai 55,871,667 11.12%
New Zealand Depository Nominee Limited (NZDN) 32,004,046 6.37%
Say Chan (James) Law 19,290,000 3.84%
Pat O’Connor 17,010,002 3.39%
Lynton Campbell, Dennis Graham and Mark Thornton 9,095,514 1.81%
Barbara Brown 7,834,488 1.56%
Annette Early 4,010,000 0.80%
Fiona Lyons, Kim Lyons and K&F Lyons Trustees Limited 3,001,915 0.60%
Minhua Chen 2,562,461 0.51%

Subtotal
462,181,292 92.01%
Others (461 shareholders) 40,149,196 7.99%

Total
502,330,488 100.00%

Source: NZX Company Research

BGI currently has 3 shareholders with shareholdings greater than 5%:
 BGGL (62.01%)
 Mr Chai (11.12%) is associated with BGGL
 NZDN (6.35%) is a central securities depository. NZDN has not filed a
substantial product holder notice.
3.5 Financial Performance
A summary of BGI’s recent financial performance is set out below.

Summary of BGI Financial Performance

Year to
31 Mar 18
(Audited)
$000
Year to
31 Mar 19
(Audited)
$000
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000

Interest and fee income 77 822 436 135
Other income 82 432 157 113

Total income 159 1,254 593 248

Operating expenses (911) (1,839) (1,258) (1,028)

Loss for the year

(752) (585) (665) (780)

Source: BGI annual reports


The Company’s income is sourced from interest income from loan receivables, loan
fee income and interest income from term deposits and bank accounts.
Operating expenses consist mainly of directors’ fees, employees’ expenses, interest
expense and administrative expenses.
Interest income from the loan receivables and the employees’ expenses have now
ceased following the wind down of the Company’s finance company operations.

Blackwell Global Holdings Limited Page 17 Appraisal Report
3.6 Financial Position
A summary of BGI’s recent financial position is set out below.

Summary of BGI Financial Position

As at
31 Mar 18
(Audited)
$000
As at
31 Mar 19
(Audited)
$000
As at
31 Mar 20
(Audited)
$000
As at
31 Mar 21
(Audited)
$000

Cash and cash equivalents 801 1,513 1,806 1,987
Prepayments and other receivables 10 27 16 8
Loan receivables 3,259 5,377 1,549 644

Current assets 4,070 6,917 3,371 2,639

Prepayments and other receivables 75 75 75 75
Property, plant and equipment
2 4 10 6
Non current assets 77 79 85 81


Total assets 4,147 6,996 3,456 2,720

Trade and other payables (137) (103) (83) (59)
Accruals, provisions and other liabilities (134) (104) (171) (102)
Borrowings - (2,956) (44) (44)

Current liabilities (271) (3,163) (298) (205)

Borrowings (non current) (2,342) (2,858) (2,468) (2,324)

Total liabilities (2,613) (6,021) (2,766) (2,529)

Total equity
1,534 975 690 191

Net assets per share $0.0035 $0.0022 $0.0014 $0.0004

Source: BGI annual reports

BGI’s main assets are cash and cash equivalents and loan receivables:
 the cash and cash equivalents are held with New Zealand trading banks
 the loan receivable of approximately $0.6 million as at 31 March 2021 consisted
of one loan, secured by a first mortgage over residential property. The loan
has been repaid subsequent to balance date.
Trade and other payables consist mainly of accrued operating expenses and
non-resident withholding tax.
Borrowings of approximately $2.4 million as at 31 March 2021 represented the BGGL
Bonds, stated at their net present value at balance date.
3.7 Cash Flows
A summary of BGI’s recent cash flows is set out below.

Summary of BGI Cash Flows

Year to
31 Mar 18
(Audited)
$000
Year to
31 Mar 19
(Audited)
$000
Year to
31 Mar 20
(Audited)
$000
Year to
31 Mar 21
(Audited)
$000

Net cash inflow / (outflow) from operating activities (4,075) (2,688) 3,208 182

Net cash outflow from investing activities (3) - (11) (1)

Net cash received from / (used in) financing activities
4,721 3,400 (2,904) -

Net decrease in cash held 643 712 293 181

Opening cash balance 158 801 1,513 1,806

Closing cash balance

801
1,513 1,806 1,987

Source: BGI annual reports

Blackwell Global Holdings Limited Page 18 Appraisal Report
Financing activities cash flows in the 2018 financial year consisted of:
 $2.0 million received from the issue of BGGL Bonds
 $0.5 million received from the issue of convertible notes to BGGL
 $2.2m received from the issue of 313,872,866 ordinary shares at $0.008 per
share.
Financing activities cash flows in the 2019 financial year consisted of:
 $0.5 million received from the issue of BGGL Bonds
 $2.9 million received from a short term special purpose lending arrangement.
Financing activities cash flows in the 2020 financial year consisted mainly of the
repayment of the $2.9 million short term special purpose lending arrangement.
3.8 Share Price History
Set out below is a summary of BGI’s daily closing share price and daily volumes
traded from 3 January 2020 to 10 September 2021.

Source: NZX Company Research
During the period, BGI’s shares traded between $0.004 and $0.091 at a VWAP of
$0.025.
On 25 June 2020, BGI incorrectly stated that its net tangible assets (NTA) per share
was $0.15 when announcing its results for the 2020 financial year. The correct figure
was $0.0015, which was announced to the market on 23 July 2020.
On 22 June 2021, BGI was confidentially advised by NZ RegCo that following its
investigation, NZ RegCo concluded that the Company’s actions in entering an
incorrect figure for its NTA in the NZX results form and market announcement
platform were in breach of Listing Rules 3.5.1 and 3.26.1. NZ RegCo has stated to
BGI that the matter will be referred to the NZ Markets Disciplinary Tribunal to seek a
number of sanctions. The sanctions and estimated costs are detailed on page 35
(note 32) of BGI’s 2021 annual report.

Blackwell Global Holdings Limited Page 19 Appraisal Report
Trading in the Company’s shares is relatively thin. An analysis of VWAP, traded
volumes and liquidity (measured as traded volumes as a percentage of shares
outstanding) up to 10 September 2021 is set out below.

Share Trading up to 10 September 2021

Period Low

($)
High

($)
VWAP

($)
Volume
Traded
(000)
Liquidity

1 month 0.005 0.006 0.005 1,747 0.3%

3 months 0.005 0.006 0.006 4,475 0.9%

6 months 0.005 0.008 0.007 13,559 2.7%

12 months 0.005 0.021 0.011 56,452 11.2%

Source: NZX Company Research

Blackwell Global Holdings Limited Page 20 Appraisal Report
4. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
4.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
 the draft notice of annual meeting
 the Agreements
 the BGI annual reports for the years ended 31 March, 2018 and 2021
 data in respect of BGI from NZX Company Research and S&P Capital IQ.
During the course of preparing this report, we have had discussions with and / or
received information from the Non-associated Directors and BGI’s legal advisers.
The Non-associated Directors has confirmed that we have been provided for the
purpose of this Appraisal Report with all information relevant to the Bond
Capitalisation that is known to them and that all the information is true and accurate
in all material aspects and is not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
needed for the purpose of preparing this Appraisal Report.
In our opinion, the information to be provided by BGI to the Non-associated
Shareholders is sufficient to enable the Non-associated Directors and the
Non-associated Shareholders to understand all the relevant factors and to make an
informed decision in respect of the Bond Capitalisation.
4.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by BGI and its advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of BGI. We do not warrant that our enquiries would reveal any matter which
an audit, due diligence review or extensive examination might disclose.
4.3 Disclaimer
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of BGI will
be achieved. Forecasts are inherently uncertain. They are predictions of future
events that cannot be assured. They are based upon assumptions, many of which
are beyond the control of BGI and its directors and management. Actual results will
vary from the forecasts and these variations may be significantly more or less
favourable.

Blackwell Global Holdings Limited Page 21 Appraisal Report
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit, provided that this shall not absolve Simmons Corporate
Finance from liability arising from an opinion expressed recklessly or in bad faith.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the notice of annual meeting
issued by BGI and have not verified or approved the contents of the notice of annual
meeting. We do not accept any responsibility for the contents of the notice of annual
meeting except for this report.
4.4 Indemnity
BGI has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of the report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. BGI has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law or term of reference, Simmons Corporate Finance shall reimburse
such costs.

Blackwell Global Holdings Limited Page 22 Appraisal Report
5. Qualifications and Expertise, Independence, Declarations and
Consents
5.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
5.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with BGI or BGGL or any conflicts of
interest that could affect our ability to provide an unbiased opinion in relation to the
Bond Capitalisation.
Simmons Corporate Finance has not had any part in the formulation of the Bond
Capitalisation or any aspects thereof. Our sole involvement has been the preparation
of this report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
voting in respect of the Bond Capitalisation Resolution. We will receive no other
benefit from the preparation of this report.
5.3 Declarations
An advance draft of this report was provided to the Non-associated Directors for its
comments as to the factual accuracy of the contents of the report. Changes made to
the report as a result of the circulation of the draft have not changed the methodology
or our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
5.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
included in the notice of annual meeting to be sent to the Non-associated
Shareholders. Neither the whole nor any part of this report, nor any reference thereto
may be included in any other document without our prior written consent as to the
form and context in which it appears.


Peter Simmons
Director
Simmons Corporate Finance Limited
13 September 2021

---

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PROXY FORM/ADMISSION CARD FOR BLACKWELL GLOBAL HOLDINGS LIMITED’S 2021 ANNUAL MEETING
The Annual Meeting of Shareholders of Blackwell Global Holdings Limited (the “Company”) will be held online, via the Link Market Services Annual
Meetings Platform at www.virtualmeeting.co.nz/bgi21 on Tuesday, 28 September 2021 commencing at 11am (New Zealand time).

For reasons associated with the COVID-19 pandemic, we will be holding the meeting online only. We apologise for this, but due to the changing nature of
Alert level restrictions and potential risks to the health of meeting attendees we believe this is in everyone’s best interests. If you will be attending online,
you will require your Holder Number for verification purposes.

If you will not attend the Meeting, but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to Blackwell Globals’ Share Registry, Link Market Services, by no later than 11am, Sunday, 26 September 2021. You can also appoint your
proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkmarketservices.co.nz/voting/BGI or by scanning
the QR code above with your smartphone.
Appointment of proxy
The Chairman of the Meeting is willing to act as proxy for any shareholder who wishes to appoint him for that purpose.

If, in appointing a proxy, you do not name a person as your proxy but they otherwise complete the proxy form in full, or your named proxy does not attend
the meeting, Mr Sean Joyce will act as your proxy and will vote in favour of all resolutions. Mr Sean Joyce, when acting as your proxy, must only vote in
accordance with your express directions and not vote on a resolution and such resolution is subject to a voting restriction that applies to the proxy.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by
ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions and give
the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular resolution, your proxy will decide how to
vote that resolution. If a shareholder does not tick any boxes in respect of a resolution then the proxy may vote as he/she thinks fit or abstain from voting,
unless specifically restricted from voting on that resolution.

Voting Restrictions
Blackwell Global Group Limited and its “Associated Persons” (as defined in the NZX Listing Rules), including Director Kaw Sing Chair (Michael Chai), are
restricted from voting on resolution 3, referred to in the Notice of Annual Meeting, but may act as a proxy or voting representative for a person who is
qualified to vote on that resolution, in accordance with that person’s express instructions.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
If you are joint holders of shares, either of you may sign this Proxy Form. If the shareholder is a company, this Proxy Form must be signed on behalf of
the company by a person acting under the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry) and a
signed certificate of non-revocation of the POA must be produced to the company with this form.
Corporate Shareholder
Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the same
manner as that in which it could appoint a proxy.

Go online to investorcentre.linkmarketservices.co.nz/voting/BGI to vote or turn over to complete the Proxy Form

GORDON ALEXANDER MCDONALD &
ELAINE LAURA MCDONALD &
LESLIE ARTHUR GREEN
<MCDONALD FAMILY A/C>
PO BOX 1059
DUNEDIN 9054
CSN/Holder Number: 332161989

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Blackwell Global Holdings Limited hereby appoint:

_________________________________________________________at ____________________________________________________

(Full Name) (E-mail address)


Or ________________________________________________________at ____________________________________________________

(Full Name) (E-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Tuesday, 28 September 2021 at 11am
and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box.
ORDINARYBUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote
Ordinary Business
For Against Abstain
1
Discretion
2

1. That Mr Say Chan Law, who retires in accordance with the provisions of the Constitution
of the Company and, being eligible, offers himself for re-election as a Director of the
Company.
   
2. To record the appointment of William Buck Audit (NZ) Limited as Auditors of the
Company under section 200 of the Companies Act, and to authorise the Board to fix
their remuneration for the forthcoming year.
   
3. To approve the issue of 71,428,571 ordinary shares in the Company to Blackwell Global
Group Limited, being the majority shareholder of the Company at a price of $0.007 per
share, to be satisfied by capitalising $500,000 of its secured bonds shares in the
Company, as explained further in the explanatory notes.
   
And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each resolution. The proxy is appointed only
in respect of the above meeting or any adjournment thereof.


1
If you mark the ‘Abstain’ box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your
behalf on a resolution, your votes will not be counted when calculating the majority of that resolution.
2
If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting will have the opportunity to ask questions during the meeting. If you cannot attend
but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/BGI and
completing the online validation process or complete the question section below and return to Link Market Services. Questions will need to be
submitted by 11am on Sunday, 26 September 2021. The Board will address and answer questions during the meeting.


STEP 4: SIGNATURE OF SHAREHOLDER(S)
This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name
_________________________________________Contact Daytime Telephone ______________________Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email please provide your email address below.

Question:
CSN/Holder Number: 332161989