Kingfish Limited/Announcement
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New Warrant Issue for Kingfish Limited

Capital Raise18 October 2021KFLFinancials

Kingfish Limited
Phone +64 9 489 7094

Private Bag 93502, Takapuna

Auckland, New Zealand




18 October 2021


New Warrant Issue for Kingfish


The directors of Kingfish Limited (Kingfish) 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 Kingfish’s ongoing capital management programme

and provide investors the ability to purchase additional shares in Kingfish 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 Kingfish portfolio.

On the record date, Kingfish shareholders will be issued one warrant for every four shares held. The

record date for the issue is 12 November 2021 and the warrants are expected to be allotted on

15 November 2021.


Each warrant gives shareholders the right, but not the obligation, to subscribe for one additional

ordinary share in Kingfish on the exercise date. The exercise date is 18 November 2022.


The exercise price will be $2.03 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 16 November 2021 under the

issuer code KFLWG.



Contact

Wayne Burns

Corporate Manager

Kingfish Limited

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WARRANT TERMS
OFFER DOCUMENT

KINGFISH LIMITED

18 OCTOBER 202118 OCTOBER 2021

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IssuerKingfish Limited

The OfferThis is an offer of Warrants in Kingfish. Each Eligible Shareholder

will be issued one Warrant for every four Shares held at 5.00pm

(New Zealand time) on the Record Date (12 November 2021)

subject to rounding.

Each Warrant gives the holder a right to buy one Share in Kingfish

upon payment of the Exercise Price on the Exercise Date

(18 November 2022).

Eligible ShareholdersWarrants will be issued to Kingfish 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

79.1 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 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.

If approved for trading, initial quotation of the Warrants on the NZX

Main Board is expected to occur on 16 November 2021 under the

ticker code KFLWG, ISIN NZKFLE0011S9.

Exercise of WarrantsWarrant Holders may:

» exercise some or all of their Warrants by lodging an Exercise

Form with the Registrar (and making payment) 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 Kingfish

will be diluted by other Warrant Holders who exercise their

Warrants. This dilution will relate to your percentage shareholding in

Kingfish as the number of Shares that you hold will not change as a

result of not participating in the Offer.

KEY TERMS

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Exercise of Warrants

(continued)

The issue of new Shares on exercise of Warrants may result in a

consequential reduction in the net asset value (NAV) per Share once

the new Shares are issued. The extent of the dilution effect (if any) 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 effect

associated with prior Kingfish warrants over the last ten years has

ranged from a 0% to 4.2% reduction in NAV per Share.

Exercise Price$2.03 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 Kingfish.

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

Kingfish will announce the final Exercise Price to the NZX at least

6 weeks before the Exercise Date. Kingfish will also provide

confirmation of the final Exercise Price to Warrant Holders

through their recorded preferred method for receipt of company

communications.

How to ApplyIf 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.

Kingfish 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

Kingfish or the Registrar.

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IMPORTANT DATES

Record Date12 November 2021

(5.00pm New Zealand

time)

Allotment of Warrants15 November 2021

Quotation of Warrants commences on the NZX Main Board16 November 2021

Mailing of holding statements for Warrants22 November 2021

Expected date of announcement of final Exercise PriceNo later than

7 October 2022

Expected final date for trading Warrants on the NZX Main

Board

16 November 2022

Exercise Date18 November 2022

(5.00pm New Zealand

time)

Allotment of Shares on exercise of Warrants23 November 2022

Mailing of holding statements for Shares28 November 2022

The dates shown above are subject to change and indicative only. Kingfish 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.

Kingfish 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 Kingfish decides not to proceed.

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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 Kingfish.

The information in this document does

not constitute a recommendation to

exercise Warrants nor does it amount to

financial 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 advice provider,

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 Kingfish, or any return

on any investments made pursuant to this

document.

ADDITIONAL INFORMATION ABOUT

KINGFISH LIMITED

Kingfish is subject to continuous disclosure

obligations under the Listing Rules which

require it to notify certain material

information to NZX. Market releases by

Kingfish, including the most recent annual

report (for the period ended 31 March

2021) are available at nzx.com under the

ticker code KFL and on Kingfish’s website,

www.kingfish.co.nz.

Kingfish may, prior to the Exercise Date,

make additional market releases to NZX.

You should monitor Kingfish’s Market

announcements before deciding whether to

exercise or sell your Warrants. No market

release by Kingfish will permit a Warrant

Holder to withdraw any previously submitted

Exercise Form without Kingfish’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 Kingfish invests in shares of other

companies, changes in the market prices

of those other shares may affect Kingfish’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.

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.

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THE OFFER

1. Kingfish will issue one Warrant for

every four Shares held by an Eligible

Shareholder of Kingfish recorded on the

share register at 5.00pm (New Zealand

time) on the Record Date (12 November

2021).

2. The purpose of the issue of Warrants

is to raise capital as part of Kingfish’s

ongoing capital management

programme and provide investors with

the ability to purchase additional shares

in Kingfish 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 Kingfish

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 Kingfish’s overseas

Shareholders as Kingfish considers

that the legal requirements of other

jurisdictions in which Shareholders have

a registered address are such that it

would be unduly onerous for Kingfish

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. Kingfish 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 Kingfish 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.

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

DETAILS OF THE OFFER

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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. Kingfish 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 Kingfish

credited as fully paid, upon the

payment of the Exercise Price by the

Exercise Date (18 November 2022);

b. all information provided by Kingfish to

Shareholders, including its annual report

and notices of Shareholder meetings;

c. any other rights conferred on Warrant

Holders by Kingfish’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 Kingfish upon the

liquidation of the company.

EXERCISE OF WARRANTS

16. The Exercise Price is $2.03 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 Kingfish. 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 or all of their

Warrants.

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.

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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. Kingfish 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 Kingfish or

the Registrar.

20. The completed Exercise Form must

be lodged and payment made (in a

manner prescribed by Kingfish 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. Kingfish may accept or reject any

Exercise Form which it considers is

incorrectly completed or incomplete

or otherwise determined to be invalid.

Kingfish may correct any errors or

omissions on any Exercise Form. If there

is a discrepancy between the amount of

application monies received by Kingfish

and the number of Warrants being

exercised as indicated on the Exercise

Form, Kingfish will regard the Warrant

Holder as only exercising the number of

Warrants in respect of which it has paid

the Exercise Price in full.

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

Kingfish.

23. Until the allotment of Shares, funds

received by Kingfish 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 Kingfish. If the

allotment of Shares does not proceed,

Kingfish will refund application monies

within 10 Business Days. Any interest

on those funds will be paid to Kingfish.

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 Kingfish).

Kingfish 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 Kingfish will be

diluted if other Warrant Holders exercise

Warrants and the total number of Shares

on issue in Kingfish 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. Kingfish 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 Kingfish’s distribution

policy, which could be changed at

any time in the future, is available at

www.kingfish.co.nz/about-kingfish/

kingfish-policies/ under the heading

‘Distribution Policy’.

DETAILS OF THE OFFER CONTINUED

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EP

new

= EP

old


E[AP – (S+D)]

N+1

ADJUSTMENTS FOR CHANGES TO

CAPITAL STRUCTURE

28. The Exercise Price may be varied before

the Exercise Date if Kingfish’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 Kingfish 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

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 Kingfish 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 Kingfish 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, Kingfish’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

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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.

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 Kingfish, the Warrants,

the Shares or any return on an

investment in Kingfish 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. Kingfish

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. Kingfish 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. Kingfish 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).

PRIVAC Y

34. Any personal information provided

by Warrant Holders on the Exercise

Form or otherwise in connection with

the Warrants will be held by Kingfish

and/or the Registrar at their address

set out in the Directory. Kingfish 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 Kingfish

and / or the Registrar for the purposes

of administering your investments in

Kingfish. 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 L AW

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.

DETAILS OF THE OFFER CONTINUED

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GLOSSARY

BoardThe board of Directors of Kingfish

Business DayA day on which NZX is open for trading

DirectorsThe directors of Kingfish

Eligible ShareholderA Shareholder, as at 5.00pm (New Zealand time) on the Record

Date, with a registered address in New Zealand

Exercise Date5.00pm (New Zealand time) on 18 November 2022

Exercise FormThe form of notice that must be completed by a Warrant Holder in

order to exercise any of their Warrants

Exercise Price$2.03, 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 Kingfish

Independent ExpertAn 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

KingfishKingfish Limited

Listing RulesThe listing rules of the NZX Main Board as applicable to Kingfish

and in force from time to time

NZXNZX Limited

NZX FirmA company, firm, organisation or corporation designated or

authorised to trade shares on the NZX Main Board

NZX Main BoardThe main board equity security market operated by NZX

Record Date5.00pm (New Zealand time) on 12 November 2021

RegistrarThe share registrar of Kingfish, being Computershare Investor

Services Limited

ShareA fully paid ordinary share in Kingfish

ShareholderA registered holder of Shares

WarrantA right to subscribe for one Share issued by Kingfish on and subject

to the terms set out in this document

Warrant HolderAt any time, a person whose name is entered into the register

maintained by the Registrar as a holder of Warrants

DIRECTORY
ISSUER

Kingfish Limited

Level 1, 67-73 Hurstmere Road

Takapuna

Auckland 0622

Phone: +64 (9) 489 7094

Email: enquire@kingfish.co.nz

REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Phone: +64 (9) 488 8777

Email: enquiry@computershare.co.nz

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Corporate Action Notice
(Other than for a Distribution)


Page 1 of 1

Section 1: issuer information (mandatory)

Name of issuer Kingfish Limited

Class of Financial Product Ordinary Shares

NZX ticker code KFL

ISIN (If unknown, check on NZX

website)

NZKFLE0001S0

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 12/11/2021

Ex-Date (one business day before the

Record Date)

11/11/2021

Currency NZD

Section 3: Bonus issue (delete if not applicable)

Number of Financial Products to be

issued

Approximately 79,100,000 new warrants

ISIN of security to be issued (if different

from Ordinary Shares)

NZKFLE0011S9

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 15/11/2021

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@kingfish.co.nz

Date of release through MAP 18/10/2021

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18 October 2021
NZX Limited


Notice of Offer

Kingfish Limited (NZX: KFL) (Kingfish) announced today that the company will undertake a pro rata

(one warrant for every four shares held) 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),

Kingfish 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, Kingfish is in compliance with:


a. the continuous disclosure obligations that apply to it in relation to Kingfish’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 Kingfish.


On behalf of

Kingfish Limited


Alistair Ryan

Chair


Kingfish Limited

Phone +64 9 489 7094

Private Bag 93502 Takapuna

Auckland 0740

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Dear Shareholder,
On 18 October 2021 the Board of Kingfish Limited (NZX: KFL) (Kingfish) announced an issue of warrants.

The purpose of the issue of warrants is to raise capital as part of Kingfish’s ongoing capital management programme

and provide investors with the ability to purchase additional shares in Kingfish 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 Kingfish portfolio.

What is a Kingfish warrant?

A warrant gives the holder a right to buy one share in Kingfish upon payment of the Exercise Price on the Exercise

Date (18 November 2022).

Who is eligible for the Kingfish warrants?

Warrants will be issued to Kingfish shareholders with a registered address in New Zealand recorded on the share

register as at 5.00pm (New Zealand time) on the Record Date (12 November 2021) (Eligible Shareholders). As long as

you hold Kingfish shares at that time, you will be entitled to receive one warrant for every four shares you hold. If you

are a Kingfish shareholder but do not have a registered address in New Zealand, your warrants will be issued to a

separate registry account with Kingfish's share Registrar and we will endeavour to sell the warrants on the NZX Main

Board on your behalf.

How many Kingfish 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 (12 November 2021), subject to rounding up.

What do I need to do to receive the Kingfish 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 22 November 2021.

What can I do with the warrants?

• You can elect to exercise some or all of your warrants by 18 November 2022 via payment of the final Exercise

Price for those warrants. We will contact you again in early October 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 from 16 November 2021 until

5.00pm on 16 November 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 Kingfish 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 $2.03 per warrant, but with such

amount to be adjusted down for the aggregate amount per share of any cash dividends declared on Kingfish 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 Kingfish.

The full terms of the warrants are set out in the document enclosed with this letter. The Board of Kingfish 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, Kingfish Limited

Kingfish Limited

Phone +64 9 489 7094

Fax +64 9 489 7139

Private Bag 93502 Takapuna

Auckland 0740

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.