New Warrant Issue for Kingfish Limited
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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WARRANT TERMS
2021
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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WARRANT TERMS
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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
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