Refining NZ launches Share Purchase Plan

refiningnz.com

NZX RELEASE
2 December 2021

Share Purchase Plan opens
The New Zealand Refining Company Limited (Refining NZ) (NZX:NZR) is pleased to announce the
opening of its $5 million Share Purchase Plan (SPP). The SPP is not underwritten. The SPP forms part
of the the $43.5 million equity raising announced on 29 November 2021 to fund growth through private
storage services.
The SPP is open to Refining NZ shareholders recorded on Refining NZ’s share register as at 5.00pm
(NZ time) on 26 November 2021 that have an address in New Zealand and are not acting for the account
or benefit of a person who resides outside New Zealand in making an application.
Eligible shareholders will be able to apply for up to a maximum of $15,000 of new shares per
shareholder at an issue price equal to the lower of:
a) $0.83 per new share (being the same issue price as the Placement undertaken on 29
November 2021; and
b) a 2.5% discount to the volume weighted average price of Refining NZ shares traded on the
NZX during the five trading days up to, and including, the end of the SPP offer period.
Refining NZ has the ability to accept additional applications at its discretion and if scaling of the SPP is
required, applications will be scaled having regard to existing shares held at 5.00pm NZ time on 26
November 2021 (being the Record Date for the SPP).
The new shares issued will rank equally with existing Refining NZ shares on issue.
Shareholders can apply online at www.shareoffer.co.nz/refiningnz until 5.00pm (NZ time) on 13
December 2021. The SPP offer document can be found at www.shareoffer.co.nz/refiningnz.
Record Date 5.00pm NZ time, 26 November 2021
Announcement of the capital raising 29 November 2021
Share Purchase Plan Opening Date 2 December 2021
Entitlement communications sent to eligible shareholders 2 December 2021
Share Purchase Plan Closing Date 5.00pm NZ time, 13 December 2021
Share Purchase Plan issue price announced 14 December 2021
Allotment of new shares under the Share Purchase Plan
and commencement of trading and quotation
17 December 2021

These dates are subject to change and are indicative only. Refining NZ reserves the right to alter these dates,
subject to applicable laws and the NZX Listing Rules. Refining NZ reserves the right to withdraw the SPP at any
time prior to the issue of the shares under the SPP at its absolute discretion.

refiningnz.com

For further information in respect of the Placement and SPP, please refer to the investor presentation
released to the NZX on 29 November 2021. The Explanatory Booklet, dated 5 July 2021, as updated
by the investor presentation, also contains details of Refining NZ’s conversion to an import terminal
and, in Section 6, the risks associated with it.
- ENDS -

Authorised by:
Chris Bougen
General Counsel and Company Secretary

Media contact
Laura Malcolm
communications@refiningnz.com
+64 21 0236 3297



About Channel Infrastructure NZ
Channel Infrastructure’s vision is to be New Zealand’s leading independent fuel infrastructure
company. It will utilise the deep-water harbour and jetty infrastructure of Marsden Point to import
refined fuel, owned by its customers. Fuel will be stored at the Marsden Point site in existing tanks at
what will be the largest fuel terminal in New Zealand, with 180 million litres of shared capacity, plus
dedicated private storage and capacity to provide additional storage. Channel Infrastructure will
continue to provide quality fuel testing services both at the Marsden Point site and around New
Zealand, through its subsidiary, Independent Petroleum Laboratory Limited.    

Fuel from Marsden Point will be distributed on behalf of Channel Infrastructure’s customers primarily
to the Auckland and Northland markets, which make up around 40% of New Zealand’s fuel demand,
through the 170-kilometre Refinery to Auckland Pipeline (the RAP) and the truck loading facility (the
TLF) located adjacent to the Marsden Point site. 

Conversion to an import terminal will reduce the Company’s direct CO
2
emissions by almost one
million tonnes per annum, delivering around a third of the Governments’ first Emissions Reduction
Budget
1
. The RAP continues to provide the lowest carbon emissions option for delivering fuel to New
Zealand’s largest market – Auckland.

Refining NZ has been the country’s only oil refinery since it was established in 1961.  In response to a
significant decline in refining margins because of excess refining capacity in the Asian region, Refining
NZ initiated a strategic review of the business in April 2020, to determine the optimal future business
model and capital structure for the Company’s future.  This review included extensive engagement
with a range of stakeholders including customers and Government regarding potential options for
ongoing refinery operations and the potential conversion to import terminal operations.   
For more information on Channel Infrastructure, please visit: https://www.refiningnz.com/what-is-
channel-infrastructure/


1
Reference: Transitioning to a low-emissions and climate-resilient future: emissions reduction plan discussion document
(https://environment.govt.nz/publications/emissions-reduction-plan-discussion-document/). The Company’s emissions are
expected to reduce by c. 3.5MT over the 2022 -2025 budget period.

refiningnz.com



IMPORTANT INFORMATION
This announcement is not a product disclosure statement or offering document under New Zealand law or under
any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to
subscribe for, retain or purchase any securities in Refining NZ in any jurisdiction. This announcement does not
constitute financial advice and does not and will not form part of any contract for the acquisition of Refining NZ
securities.
This market announcement has been prepared for publication in New Zealand and may not be released to United
States wire services or distributed in the United States. This announcement does not constitute an offer to sell, or
a solicitation of an offer to buy, securities in the United States (or to, or for the account or benefit of, any person in
the United States) or any other jurisdiction. Any securities described in this announcement have not been, and will
not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except
in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state
securities laws.
The information in this announcement is of general background and does not purport to be complete. It should be
read in conjunction with Refining NZ’s other market announcements lodged with NZX, in particular the Investor
Presentation, dated 29 November 2021, and the Explanatory Booklet, dated 5 July 2021 (as updated by the
Investor Presentation), which are available at www.nzx.com under the ticker code “NZR”. The disclaimers in the
‘Disclaimer and Important Information’ section of the Investor Presentation apply to this announcement.

---

02 December 2021
On behalf of
the directors of The New Zealand Refining Company Limited (Refining NZ), I am pleased to
offer Eligible Shareholders the opportunity to participate in this Share Purchase Plan (SPP). Under the SPP,
Eligible Shareholders may apply for up to a maximum of NZ$15,000 worth of new shares in Refining NZ (Offer
Shares) on and in accordance with the Terms and Conditions in the Offer Document, without incurring
brokerage or other transaction costs.
Eligible Shareholders are all persons who were shareholders recorded on Refining NZ’s share register at
5:00pm (NZDT) on 26 November 2021 that:
1.have an address in New Zealand; and
2.are not acting on behalf of a person who resides outside New Zealand in making an application for Of
fer
Sh
ares.
For the avoidance of doubt, no person in the United States or any person acting for the account or benefit of
a person in the United States will be an Eligible Shareholder.
The SPP is part of Refining NZ’s equity raising announced on 29 November 2021 comprising an approximately
NZ$39 million completed placement of shares at a price of NZ$0.83 per share (Placement) along with this
SPP. Refining NZ is seeking to raise NZ$5 million under the SPP (with the ability to accept additional
applications at Refining NZ’s discretion). The SPP is not underwritten.
The price of Offer Shares under the SPP will be the lower of:
NZ$0.83 per share, being the price paid by investors in the Placement; or
a 2.5% discount to the volume weighted average market price of Refining NZ’s shares traded on the NZX
over the five trading days up to, and including, 13 December 2021.
Further details about the SPP, including how to apply, are set out in the Offer Document, which can be found
at www.shareoffer.co.nz/refiningnz. Before deciding whether to participate in the SPP, you should carefully
read the Offer Document, Investor Presentation (dated 29 November 2021) concerning the equity raising, and
Explanatory Booklet (dated 5 July 2021), as updated by the Investor Presentation, which provides detail on
Refining NZ’s conversion to an import terminal. In particular, Section 6 of the Explanatory Booklet (as updated
by the Investor Presentation) details risks faced by Refining NZ during and after the conversion. These
documents are available on the Offer website.
Eligible Shareholders wishing to participate in the SPP can now apply online at
www.shareoffer.co.nz/refiningnz. Applications for Offer Shares must be received (with payment) by
Computershare by no later than 5.00pm on Monday 13 December 2021. The SPP offer will close at
5:00pm (NZDT) on Monday 13 December 2021.



Refining NZ Limited - Share Purchase Plan Now Open
Dear Shareholder,
171917_samples_01 00002 001*

If you have any questions in relation to the SPP offer, please contact Computershare Investor Services Limited
on 0800 650 034 or alternatively email refiningnz@computershare.co.nz.

On behalf of the Board, we encourage you to consider this opportunity and sincerely thank you for your
ongoing support of Refining NZ.


Yours sincerely


Simon Allen
Independent Chair Refining NZ


This letter has been prepared for publication in New Zealand and may not be released to US wire services or distributed in the United
States. This letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other
jurisdiction. Any securities described in this letter have not been, and will not be, registered under the US Securities Act of 1933 and may
not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act
and applicable US state securities laws.

This letter may not be forwarded to any other person (or otherwise reproduced in any manner) in any jurisdiction outside of New Zealand.
Any forwarding or other distribution of this letter in whole or part may result in a violation of relevant securities laws. Refining NZ disclaims
all liability in respect of any breach of such laws to the maximum extent permitted by law.

---

This is an important document. You should read the whole document before deciding whether to
subscribe for shares. If you have any doubts as to what you should do, please consult your broker,
financial, investment or other professional adviser.
This Offer Document may not be distributed outside New Zealand.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
2 December 2021
Go to www.shareoffer.co.nz/refiningnz
for more information and to apply online.
Share Purchase
Plan Offer
Document

1

Refining NZ Share Purchase Plan Offer Document
The vision for Channel
Infrastructure is to be
New Zealand’s leading
independent fuel
infrastructure company;
providing solutions to

keep NZ moving now and
into a low carbon future.
Refining NZ will be renamed Channel Infrastructure NZ Limited (Channel Infrastructure) on conversion to a fuels import terminal.

Refining NZ Share Purchase Plan Offer Document

2
Contents
3
Important Information
7
Chair’s Letter
9
Key Details
11
Key Dates
13
Questions and Answers
21
Terms and Conditions
27
Glossary
29
Directory

3

Refining NZ Share Purchase Plan Offer Document
Important
Information

Refining NZ Share Purchase Plan Offer Document

4
General information
This Offer Document has been prepared by The New Zealand
Refining Company Limited (Refining NZ) in connection
with an offer of new ordinary shares (Offer Shares) under
a share purchase plan (the Offer).
The Offer is made to Eligible Shareholders under the
exclusion in clause 19 of Schedule 1 of the Financial
Markets Conduct Act 2013 (FMCA).
This Offer Document is not a product disclosure statement
or other disclosure document for the purposes of the
FMCA or any other law, and does not contain all of the
information which may be required in order to make an
informed investment decision about the Offer or Refining NZ.
Further important information
A presentation providing further important information in
relation to Refining NZ and the Offer has been published
by Refining NZ on 29 November 2021 (the Investor
Presentation). A copy of the Investor Presentation and
other information released on 29 November 2021 are
available at www.nzx.com under the ticker code “NZR”.
The Investor Presentation describes the rationale for
the Offer and includes details of certain elements of the
estimated financial impact of the private storage services
on Refining NZ. The Explanatory Booklet, dated 5 July
2021, concerning Refining NZ’s import terminal conversion
contains further information concerning Refining NZ, noting
that the Investor Presentation updates certain information
in it and therefore supersedes it to the extent of any
inconsistency.
You should read the Investor Presentation in full, as it
contains important information to assist you in making an
investment decision in respect of the Offer. You should
also read and consider the Explanatory Booklet, dated
5 July 2021, and in particular Section 6 (“Risks to Refining
NZ Group’s business and plans”), as updated in the Investor
Presentation, before making an investment decision.
Additional information available under continuous
disclosure obligations
Refining NZ is subject to continuous disclosure obligations
under the NZX Listing Rules (Listing Rules). Market
releases by Refining NZ are available at www.nzx.com
under the ticker code “NZR”.
You are strongly cautioned not to place undue reliance on
any forward-looking statements such as indications of,
and guidance on, future earnings and financial position and
performance in any market releases made by Refining NZ,
particularly in light of the current economic climate and the
significant volatility, uncertainty and disruption caused by
the outbreak of COVID-19 as well as the significant nature
of the changes being undertaken to Refining NZ’s business.
In particular, Refining NZ recommends that you read its
market announcements (together with the materials
attached to those announcements) regarding:
• the Offer released on 29 November 2021 (including
the Investor Presentation accompanying that
announcement);
• the Explanatory Booklet, dated 5 July 2021 (you should
read this together with the Investor Presentation which
updates certain information in the Explanatory Booklet.
The Investor Presentation supersedes the Explanatory
Booklet to the extent of any inconsistency); and
• Refining NZ’s most recent annual report (for the year
ended 31 December 2020) and its interim financial
statements and results (for the six months ended
30 June 2021).
Refining NZ may, during the Offer, make additional releases
to NZX. Shareholders should monitor Refining NZ’s market
announcements during the period of the Offer.
No release by Refining NZ to NZX will permit an applicant
to withdraw any previously submitted Application without
Refining NZ’s prior written consent, whether or not there
has been any permissible variation of the Offer.
Market risk
The market price for the Shares may change materially
between the date this Offer opens, the date you apply
for Offer Shares under the Offer, and the date on which
the Shares are issued to you. This is particularly the case
given the wide fluctuations and volatility in the share prices
for many listed companies in recent times due to the
continuing impacts of COVID-19, and the significant nature
of the changes being undertaken to Refining NZ’s business.
There is no certainty that this recent volatility will not
continue or worsen, which could have a materially adverse
impact on the share price for Refining NZ. Accordingly:
• the price paid for Offer Shares may be higher or lower
than the price at which Shares are trading on the NZX
Main Board at the time Shares are issued under the
Offer;
• the market price of Offer Shares following allotment may
be higher or lower than the Issue Price; and
• it is possible that up to or after the Allotment Date you
may be able to buy Shares at a lower price than the
Issue Price.
Withdrawal and date changes
Subject to compliance with all applicable laws, Refining NZ
reserves the right at its absolute discretion to withdraw all
or any part of the Offer and to alter the dates set out in this
Offer Document.

5

Refining NZ Share Purchase Plan Offer Document
Offering restrictions
This Offer Document is intended for use only in connection
with the Offer to Eligible Shareholders with a registered
address in New Zealand. This Offer Document does not
constitute an offer or invitation in any place in which, or to
any person to whom, it would not be lawful to make such
an offer or invitation.
No action has been taken to permit a public offering of the
Offer Shares in any jurisdiction outside New Zealand. The
distribution of this Offer Document in a jurisdiction outside
New Zealand may be restricted by law and persons who
come into possession of it (including nominees, trustees or
custodians) should seek advice on and observe any such
restrictions. Any failure to comply with such restrictions
may contravene applicable securities law. Refining NZ
disclaims all liability in respect of any such contravention by
any other person to the maximum extent permitted by law.
No person may subscribe for, purchase, offer, sell, distribute or
deliver the Offer Shares, or be in possession of, or distribute
to any other person, any offering material or any documents in
connection with the Offer Shares, in any jurisdiction other than
in compliance with all applicable laws and regulations. Without
limiting the foregoing, this Offer Document may not be sent
into or distributed in the United States.
Decision to participate in the Offer
The information in this Offer Document does not constitute
a recommendation to acquire or invest in Offer Shares and
is not financial advice to you or any other person. This Offer
Document has been prepared without taking into account
your investment objectives, financial or taxation situation or
particular needs or circumstances.
Before deciding whether to invest in Offer Shares, you
must make your own assessment of the risks associated
with an investment in Refining NZ (including the inherent
uncertainties as to the impact of COVID-19 and the
risks noted in Section 6 (“Risks to Refining NZ Group’s
business and plans”) of the Explanatory Booklet dated 5
July 2021, as updated in the Investor Presentation), and
consider whether such an investment is suitable for you
having regard to publicly available information (including
the Investor Presentation and Explanatory Booklet), your
personal circumstances and following consultation with
a financial or other professional adviser. Please read this
Offer Document carefully and in full before making
that decision.

ENERGY
TO
KEEP
THINGS
MOVING
Refining NZ Share Purchase Plan Offer Document

6
No guarantee
No person named in this Offer Document (nor any other
person) guarantees the Offer Shares to be issued pursuant
to the Offer or warrants the future performance of Refining
NZ or any return on any investment made pursuant to this
Offer Document.
Privacy
Any personal information you provide in your Application
will be held by Refining NZ and/or the Registrar at the
addresses set out in the Directory. Refining NZ 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. This
information will be used for the purposes of administering
your investment in Refining NZ.
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.
Enquiries
Enquiries about the Offer can be directed to an NZX Firm,
or your solicitor, accountant or other professional adviser.
If you have any questions about how to apply online,
please contact the Registrar as set out in the Directory.
Times, currency and laws
Unless otherwise stated, all references in this Offer
Document to times and dates are to times and dates
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.
Defined terms
Capitalised terms used in this Offer Document have the
specific meaning given to them in the Glossary at the back
of this Offer Document or in the relevant section of this
Offer Document.

7

Refining NZ Share Purchase Plan Offer Document
Chair’s
Letter
Dear Shareholder,
On 22 November 2021, we were pleased to announce
that Refining NZ had reached a key milestone on the
conversion to a fuel import terminal, with the Company
entering into long-term agreements with its customers
and the Board of Directors making the Final Investment
Decision (FID).
On 29 November 2021, we also announced that
Refining NZ would be undertaking an equity raise of
approximately NZ$43.5 million through a placement
of new shares (Placement) of approximately
NZ$38.5 million and a share purchase plan (the Offer)
of NZ$5 million (together, the Equity Raise) to fund the
provision of contracted private storage services and
those under negotiation. The Placement was very well
supported and completed on 2 December 2021 and
successfully raised approximately NZ$39 million.
Purpose of Equity Raise
Refining NZ will be renamed Channel Infrastructure
NZ Limited upon commencement of import terminal
operations from April 2022, with a vision to be
New Zealand’s leading independent fuel infrastructure
company. One of Channel Infrastructure’s strategic
priorities is to grow and diversify the company,
and we are raising capital to fund contracted private
storage services and those under negotiation as a
complementary growth opportunity beyond the shared
Import Terminal System (ITS).
Refining NZ has executed long-term agreements to
provide dedicated private storage capacity, with further
agreements under negotiation.
The contracted private storage capacity will require
an initial capital commitment of c.NZ$30 million,
and is expected to result in incremental revenue of
c.NZ$50 million (real) on a fixed rental basis over a 10
year term, with high EBITDA conversion. This capacity
will be progressively made available following required
works from the commencement of terminal operations
through to early 2023.
Management is actively engaged with customers on
additional private storage opportunities which
could require a further capital investment of up to
c.NZ$25 million and deliver additional revenue of up to
c.NZ$60 million (real) over a 10-year term. The Company
is working to agree these additional private storage
services prior to the commencement date of ITS
services under the Terminal Services Agreements.
The proceeds from the Equity Raise will be used to
fund contracted private storage services and those
under negotiation.

Refining NZ Share Purchase Plan Offer Document

8
Offer
On behalf of the Board, it is my pleasure to invite all Eligible
Shareholders to participate in the Offer. Eligible Shareholders
are all persons who were recorded in Refining NZ’s share
register at 5:00pm NZDT on 26 November 2021 as being a
holder of Refining NZ shares and having an address in
New Zealand (subject to exclusions for certain custodians).
This Offer gives all Eligible Shareholders the opportunity to
purchase up to NZ$15,000 of new shares in Refining NZ
(subject to scaling) without incurring brokerage or other
transaction costs. The price per share will be the lower of:
a) NZ$0.83, being the price paid by investors in the recent
Placement; or
b) a 2.5% discount to the volume weighted average price
of shares traded on the NZX during the five trading days
up to, and including, the Offer Closing Date (scheduled
for 13 December 2021).
How you can participate in the Offer
Participation in the Offer is optional. Eligible Shareholders
have the option to apply for as many or as few Offer Shares
as they want, up to the cap of NZ$15,000 per shareholder,
being the maximum amount permitted under the NZX
Listing Rules.
Refining NZ intends to raise NZ$5 million under the Offer,
although it has the ability to accept additional Applications
above that amount at its discretion. If the Offer is
oversubscribed, applications will be scaled by reference to
existing shareholdings on 5:00pm NZDT on 26 November
2021 (being the Record Date for the Offer). We encourage
you to read the Offer Document and seek financial advice
from a suitably qualified professional adviser before you
consider investing.
If you decide to participate in the Offer, please complete
an online application at www.shareoffer.co.nz/refiningnz
by 5.00pm (NZDT) on 13 December 2021. The new shares
are expected to be allotted on 17 December 2021 (unless
the Offer is extended). They will rank equally with existing
Refining NZ shares at that date.
Instructions on how to make payment will be provided once
you have submitted your application on the Offer website
at www.shareoffer.co.nz/refiningnz.
Further information
We encourage you to read through all of Refining NZ’s
recent announcements, particularly the Investor
Presentation and other materials released on 29 November
2021 at www.nzx.com under the ticker code “NZR”.
In addition to recent announcements relating to the Equity
Raise, before making an investment decision we encourage
you to read through information released by Refining NZ
on its import terminal conversion plans in the Explanatory
Booklet, dated 5 July 2021 (in particular the key risks set
out in Section 6, “Risks to Refining NZ Group’s business
and plans”, as updated by the Investor Presentation).
Please note that the Investor Presentation updates certain
information in the Explanatory Booklet, and therefore
supersedes it in the event of inconsistency.
You can also access information, including the Investor
Presentation, Explanatory Booklet and announcements
regarding the Offer, on the following Offer website at
www.shareoffer.co.nz/refiningnz.
If you have any questions about the Offer or how to apply
online, please call the Refining NZ Offer Information Line on
0800 650 034 (toll free within New Zealand) from 8.30am
to 5.00pm Monday to Friday (excluding public holidays), or
contact your financial adviser or other professional adviser.
The directors of Refining NZ who are shareholders in the
company have all indicated that they intend to participate in
the Offer.
On behalf of the Board, thank you for your continued
support of Refining NZ now and into the future, and we
welcome your consideration of, and participation in,
the Offer.
Yours sincerely,
Simon Allen
Chair
The New Zealand Refining Company Limited

9

Refining NZ Share Purchase Plan Offer Document
Key Details

Refining NZ Share Purchase Plan Offer Document

10
Equal
participation
Each Eligible Shareholder has the right to apply for the same dollar amount of Offer
Shares and on the same terms and conditions as each other Eligible Shareholder.
Application
amount
You can apply for a dollar amount of Offer Shares up to a maximum value of
NZ$15,000 of Offer Shares.
Refining NZ is accepting Applications for up to NZ$5 million of Offer Shares in
aggregate (with the ability to accept oversubscriptions at Refining NZ’s discretion).
Applications may need to be scaled depending on the Applications received.
Any scaling of Applications will be carried out in accordance with clause 9 of the
Terms and Conditions.
Issue Price
The lower of:
(a) NZ$0.83 per Offer Share (representing a 5.7% discount to Refining NZ’s closing
share price of NZ$0.88 on NZX on 26 November 2021 (being the last trading
day before the Placement was announced) and which is the same price paid by
investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Shares over
the five business day period up to and including the Closing Date.
No underwriting
The Offer is not underwritten.
When to apply
Applications must be received by 5.00pm (NZ time) on the Closing Date (13 December
2021, unless the Offer is extended).
How to apply
Eligible Shareholders may apply and make payment online at
www.shareoffer.co.nz/refiningnz, in accordance with the instructions on that website.
Receiving your
Offer Shares
You will receive your Offer Shares on the Allotment Date (17 December 2021, unless
the Offer is extended).

11

Refining NZ Share Purchase Plan Offer Document
Key Dates
*

Refining NZ Share Purchase Plan Offer Document

12
DateEvent
5.00pm on
26 November 2021
Record Date
The date on which Eligible Shareholders
are determined.
2 December 2021
Opening Date
Offer documents sent to Eligible Shareholders.
Offer opens.
5pm on
13 December 2021
Closing Date
Offer closes. Applications (with payment) must be
received by 5.00pm.
14 December 2021
Issue Price
Issue Price announced.
17 December 2021
Allotment Date and
commencement of
trading and quotation
on the NZX Main Board
Offer Shares are expected to be allotted and
commence trading and quotation on the NZX
Main Board.
20 December 2021
Despatch Date
Transaction confirmation despatched to
participating Eligible Shareholders.
* Subject to the Listing Rules. Refining NZ reserves the right to alter the key dates, subject to applicable laws and the Listing Rules.
Refining NZ reserves the right to withdraw the Offer at any time prior to the issue of the Offer Shares at its absolute discretion.

13

Refining NZ Share Purchase Plan Offer Document
Questions
and Answers

Refining NZ Share Purchase Plan Offer Document

14
These Questions and Answers are a summary only and you should refer to the attached Terms and
Conditions for further information.
1. What is the Offer?
The Offer allows Eligible Shareholders to purchase
Offer Shares without incurring brokerage or other
transaction costs. Refining NZ is inviting Applications
for up to NZ$5 million of Offer Shares in aggregate
(with the ability to accept oversubscriptions at
Refining NZ’s discretion).
All Offer Shares will be of the same class as, and
rank equally with, all Shares currently on issue. It is
a term of the Offer that Refining NZ will take any
necessary steps to ensure that the Offer Shares
are immediately after issue quoted on the NZX
Main Board.
2. What will the proceeds be
used for?
The Offer, together with the Placement, is being
undertaken to fund the contracted private storage
services and those under negotiation as described
in the Investor Presentation released to NZX on 29
November 2021.
3. Am I eligible?
You are eligible to participate in the Offer if you are a
shareholder of Refining NZ and:
(a) you were registered as a holder of fully paid
Shares at 5.00pm (NZ time) on the Record Date,
which was 26 November 2021;
(b) your registered address is in New Zealand; and
(c) you are not a U.S. Person or acting for the
account or benefit of a U.S. Person,
provided that a person who holds Existing Shares on
behalf of a person who resides outside New Zealand
is not eligible to participate in the Offer in respect
of that person. Any failure to comply with the above
restrictions may contravene applicable securities
law. Refining NZ disclaims all liability in respect of
any contraventions by such persons to the maximum
extent permitted by law.
4. What is the price of the Offer
Shares?
The Issue Price is the lower of:
(a) NZ$0.83 per Offer Share (representing a 5.7%
discount to Refining NZ’s closing share price of
NZ$0.88 on NZX on 26 November 2021 (being
the last trading day before the Placement was
announced) and which is the same price paid by
investors in the Placement); and
(b) a 2.5% discount to the volume weighted average
market price of the Shares over the five business
day period up to and including the Closing Date.
The Issue Price will be fixed as at 5.00pm (NZ time)
on 13 December 2021 (being the Closing Date) and
is expected to be announced through NZX on
14 December 2021.
5. How many Offer Shares can
I purchase?
Eligible Shareholders may elect to apply for a dollar
amount of Offer Shares up to a maximum value of
NZ$15,000.
Refining NZ is accepting Applications for up to
NZ$5 million of Offer Shares in aggregate (with the
ability to accept oversubscriptions at Refining NZ’s
discretion). Applications may need to be scaled
depending on the Applications received. Any scaling
of Applications will be carried out in accordance with
clause 9 of the Terms and Conditions.
You must make payment by way of electronic funds
transfer to Refining NZ in New Zealand dollars for the
value applied for.

15

Refining NZ Share Purchase Plan Offer Document
6. Are there any conditions to
the Offer?
No. However, Refining NZ reserves the right to
terminate the Offer at any time prior to the issue of
Offer Shares on the Allotment Date.
If the Offer is cancelled for any reason, all Application
monies will be returned to you and no Offer Shares
will be allotted under the Offer. No interest will be
payable on any monies returned to you.
Refunds will not be paid for any difference arising
solely due to rounding or where the aggregate
amount of the refund payable to you is less than
NZ$5.00.
7. What if I own Shares through
a trustee or custodian?
If you own Shares through a trustee or custodian,
then subject to certain certification requirements
and other conditions, you may instruct the trustee or
custodian to purchase Offer Shares on your behalf,
up to the NZ$15,000 limit.
If you own Shares through a trustee or custodian and
also own Shares in your own name, then you may
either purchase Offer Shares yourself or instruct your
trustee or custodian to purchase Offer Shares on
your behalf. You may not do both.
If you are a Custodian or hold Shares through a
Custodian, please refer to clause 4 of the Terms
and Conditions.
8. What about joint holders?
Joint holders are treated as a single shareholder
under the terms of the Offer. As a group, they can
apply for a dollar amount of Offer Shares up to a
maximum value of NZ$15,000.
9. Do I have to participate?
No. Participation is entirely voluntary.
10. Will my shareholding be
diluted if I do not participate?
If you choose not to participate in the Offer, your
shareholding percentage in Refining NZ will be
diluted. For example, with the NZ$39 million raised
under the Placement, and assuming the Offer is
fully subscribed and the Offer Shares are issued at
NZ$0.83 per Offer Share, approximately 54 million
Shares will be issued. If you do not elect to acquire
any Offer Shares in the Offer, your shareholding will
be diluted by approximately 17%.
This dilution will relate only to your percentage
shareholding of Refining NZ as the number of Shares
that you hold will not change as a result of not
participating in the Offer.
While Refining NZ has attempted to make the
Offer as fair as possible for Eligible Shareholders
by permitting each Eligible Shareholder to apply for
up to NZ$15,000 of Offer Shares, the Offer is not a
pro-rata offer and, even if you participate in the Offer,
your shareholding percentage in Refining NZ may
change. Whether your shareholding percentage in
Refining NZ increases or decreases will depend on
the amount of Offer Shares you apply for, how many
Existing Shares you hold on the Record Date and
how many Offer Shares other Eligible Shareholders
apply for and are allotted under the Offer.
Larger shareholders may not be able to obtain
sufficient Offer Shares to maintain their percentage
shareholding, while smaller shareholders may be able
to increase their percentage shareholding.
11. Is this offer transferable to
another person?
No. This offer is personal to you and you may not
transfer your right to purchase Offer Shares under
the Offer to anyone else.

Refining NZ Share Purchase Plan Offer Document

16
12. What are the risks to investing
in the Offer?
The market price of Shares may change materially
between the date this Offer opens, the date you
apply for Offer Shares under the Offer, and the
date on which the Shares are issued to you. This
is particularly the case given the wide fluctuations
and volatility in the share prices for many listed
companies in recent times due to the continuing
impacts of COVID-19, and the significant nature
of the changes being undertaken to Refining NZ’s
business. There is no certainty that this recent
volatility will not continue or worsen, which could
have a materially adverse impact on the share price
for Refining NZ. Accordingly:
• the price paid for Offer Shares may be higher or
lower than the price at which Shares are trading
on the NZX Main Board at the time Shares are
issued under the Offer;
• the market price of Offer Shares following
allotment may be higher or lower than the Issue
Price; and
• it is possible that up to or after the Allotment
Date, you may be able to buy Shares at a lower
price than the Issue Price.
You should:
(a) seek your own financial advice in relation to this
Offer and your participation under the Offer; and
(b) read the Investor Presentation in full, as it
contains important information to assist you in
making an investment decision in respect of
the Offer. You should also read and consider
the Explanatory Booklet, dated 5 July 2021,
and in particular Section 6 (“Risks to Refining
NZ Group’s business and plans”), as updated
in the Investor Presentation, before making an
investment decision.

17

Refining NZ Share Purchase Plan Offer Document
13. Where can I get further
information?
You should read the Investor Presentation and other
information released on 29 November 2021, which
are available at www.nzx.com under the ticker
code “NZR”.
The Investor Presentation describes the rationale for
the Offer and includes details of certain elements
of the estimated financial impact of the private
storage services on Refining NZ. You should read the
Investor Presentation in full, as it contains important
information to assist you in making an investment
decision in respect of the Offer. You should also read
and consider the Explanatory Booklet, dated 5 July
2021, and in particular Section 6 (“Risks to Refining
NZ Group’s business and plans”), as updated in
the Investor Presentation, before making an
investment decision.
Further information about Refining NZ, including its
most recent financial statements, can be obtained
from Refining NZ’s website: www.refiningnz.com.
You may obtain, free of charge, Refining NZ’s most
recent annual report and financial statements by
contacting Refining NZ as set out in the Directory on
page 30, or you may download the documents from
Refining NZ’s website: www.refiningnz.com.
Refining NZ is subject to continuous disclosure
obligations under the Listing Rules. Market releases
by Refining NZ are available at www.nzx.com under
the ticker code “NZR”. Refining NZ may, during the
Offer, make additional releases to NZX. Shareholders
should monitor Refining NZ’s market announcements
during the period of the Offer. No release by Refining
NZ to NZX will permit an applicant to withdraw any
previously submitted Application without Refining
NZ’s prior written consent, whether or not there has
been any permissible variation of the Offer.
You are strongly cautioned not to place undue
reliance on any forward-looking statements
such as indications of, and guidance on, future
earnings and financial position and performance
in any market releases made by Refining NZ,
particularly in light of the current economic
climate and the significant volatility, uncertainty
and disruption caused by the outbreak of
COVID-19 as well as the significant nature of
the changes being undertaken to Refining
NZ’s business.
You should read the information referred to in
the Important Information section of this Offer
Document under the headings “Further important
information” and “Additional information available
under continuous disclosure obligations”.

Refining NZ Share Purchase Plan Offer Document

18
14. What is the current
Share price?
The market price of the Shares is quoted on the
NZX website at www.nzx.com, under the ticker
code “NZR”.
15. How do I apply for Offer
Shares under the Offer?
If you wish to participate in the Offer, you may apply
online at www.shareoffer.co.nz/refiningnz.
To apply online, you will need your CSN / Holder
Number. You must pay for your Application
electronically by electronic funds transfer to
Refining NZ.
If the exact amount of money is not tendered,
Refining NZ reserves the right not to accept all
or part of your payment. In those circumstances,
Refining NZ will return your Application and refund
all or part of your payment without interest in
accordance with the Terms and Conditions.
If your Application is rejected, all of the amounts
paid will be refunded to you. If your Application is
scaled, you will receive the number of Offer Shares
in respect of which your Application is accepted at
the Issue Price and receive a refund of the balance
of the relevant payment amount. All refunds will be
made without interest. Refunds will be issued within
five business days following the Allotment Date
or, in respect of late Applications received after the
Allotment Date, within five business days of the date
of receipt, if Refining NZ holds your New Zealand
bank account details (with funds being treated as
unclaimed distributions pending such details being
provided). Refunds will not be paid for any difference
arising solely due to rounding or where the aggregate
amount of the refund payable to you is less than
NZ$5.00.
You will not be able to withdraw or revoke your
Application once you have sent it in.
16. How long is the Offer open
and when will I receive my
Offer Shares?
The Offer opens on 2 December 2021 and is expected
to close at 5.00pm (NZ time) on 13 December 2021,
unless the Offer is extended. If you want to participate
you should ensure your Application and payment is
received by 5.00pm (NZ time) on 13 December 2021.
Please allow adequate time for electronic funds
transfers to be cleared into Refining NZ’s bank
account by this time. Applications received after
this time may not be accepted.
You will receive the Offer Shares issued to you under
the Offer on the Allotment Date, which is currently
expected to be on 17 December 2021 (unless the
Offer is extended).
Confirmation of the number of Offer Shares issued
to you under the Offer will be sent on the Despatch
Date, currently expected to be on or around 20
December 2021 (unless the Offer is extended).
17. How many Offer Shares will
I receive?
Subject to scaling, you will receive the number of
Offer Shares equal to the dollar amount of Offer
Shares you have validly applied for (and payment
has been received in respect of) divided by the Issue
Price. If the dollar amount of Offer Shares you have
applied for (or are allocated) does not equal a whole
number of Offer Shares once divided by the Issue
Price, the number of Offer Shares allotted to you
will be rounded down to the nearest Offer Share.
Any difference due to rounding or under NZ$5.00
will be retained by Refining NZ.
Any scaling of Applications will be carried out
in accordance with clause 9 of the Terms
and Conditions.

19

Refining NZ Share Purchase Plan Offer Document
18. Will the Offer Shares
be quoted?
The Offer Shares will be quoted on the NZX Main
Board. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator
regulated under the Financial Markets Conduct Act
2013. However, NZX accepts no responsibility for any
statement in this Offer Document.
It is expected that you will be able to commence
trading the Offer Shares allotted to you under the
Offer on the NZX Main Board on the Allotment Date.
19. Why is there a maximum
application amount?
The Offer needs to comply with the conditions
imposed by the Listing Rules. The offer of Offer
Shares up to a maximum value of NZ$15,000 per
Eligible Shareholder is being undertaken under
Listing Rule 4.3.1(c) (Share Purchase Plan).
20. What is Refining NZ’s
dividend policy?
Refining NZ’s current dividend policy is to pay
80% of free cash flow (FCF) as ordinary dividends
subject to the Board’s due consideration of Refining
NZ’s medium-term asset investment programme,
20% targeted average gearing level and future
circumstances, including the profitability, growth
opportunities, and the financial and taxation
position of Refining NZ. FCF is the Net Cash from
Operating Activities less normalised stay-in-business
capital. However, in light of Refining NZ’s current
circumstances dividends have not been declared
after August 2019.
Channel Infrastructure’s dividend policy is expected
to be based on a payout ratio of 60-70% of Free
Cash Flow (being adjusted net cash generated from
operations less maintenance capex) after an initial
period of deleveraging to reduce leverage to below
4.5 times Net Debt/EBITDA. Assuming the level and
timing of conversion costs outlined in the Investor
Presentation (slide 9) are achieved, the Company
would expect dividends to recommence in 1-2 years
following the commencement of ITS services.
The Board reserves the right to adjust the payout
ratio or expected timing for the recommencement
of dividends should the timing, costs or revenue
associated with the conversion (including new
services such as Private Storage Services) or the
import terminal business change. The dividend policy
will be subject to the Board’s due consideration
of the Company’s medium-term asset investment
programme; a sustainable financial structure for the
Company, recognising the targeted investment grade
rating (within five years of the Services Effective
Date); and the risks from short and medium term
economic and market conditions and estimated
financial performance.
21. Why are not all shareholders
eligible to participate in the
Offer?
Refining NZ considers that the legal requirements of
jurisdictions other than New Zealand are such that it
would be unduly onerous for the Company to make
the Offer in those jurisdictions. This decision was
made having regard to the number of Shareholders
in such overseas jurisdictions and the costs of
complying with overseas legal requirements.
22. Further assistance
If you have any further questions, please contact
your broker, financial, investment or other
professional advisor before making your
investment decision.
If you have any questions about how to apply online,
please contact the Registrar as set out in
the Directory.

Refining NZ Share Purchase Plan Offer Document

20

21

Refining NZ Share Purchase Plan Offer Document
Terms and
Conditions

Refining NZ Share Purchase Plan Offer Document

22
If you apply to participate in the Offer by completing an online application you are accepting the
risk that the market price of Shares may change between the Opening Date, the date at which you
send in an Application, and the Allotment Date. This means that it is possible that up to or after the
Allotment Date, you may be able to buy Shares at a lower price than the Issue Price.
We encourage you to seek your own financial advice regarding your participation in the Offer.
1. Offer timetable
Record Date:
Eligible Shareholders registered at 5.00pm on
26 November 2021 may participate in the Offer.
Opening Date:
The Offer opens on 2 December 2021. This Offer
Document is sent to Eligible Shareholders on
2 December 2021.
Closing Date:
The Offer closes at 5.00pm (NZ time) on
13 December 2021, unless the Offer is extended.
Applications must be received by this time.
Applications may, at Refining NZ’s option, not be
processed or held to be valid if they have not been
received by this time.
Issue Price announced:
The Issue Price will be announced through NZX on
14 December 2021.
Allotment Date:
The Offer Shares are proposed to be allotted and
issued on 17 December 2021 (unless the Offer
is extended).
Commencement of trading:
Refining NZ expects the Offer Shares will commence
trading and quotation on the NZX Main Board on the
Allotment Date.
Despatch Date:
Refining NZ expects that a transaction confirmation
will be despatched to you on or around 20 December
2021 (unless the Offer is extended).
Refining NZ has a discretion to change, at any time,
any of the Closing Date, the Allotment Date and
the Despatch Date (notwithstanding that the Offer
has opened, or Applications have been received) by
lodging a revised timetable with NZX.
2. Eligible Shareholders
2.1 You may participate in the Offer if you are an Eligible
Shareholder. An Eligible Shareholder is a person
who, at 5.00pm on the Record Date, was recorded
in Refining NZ’s share register as being a registered
holder of Existing Shares and having an address in
New Zealand, provided that a person who holds
Existing Shares on behalf of a person who resides
outside New Zealand is not eligible to participate in
the Offer in respect of that person. For the avoidance
of doubt, no U.S. Person, or a person acting for the
account or benefit of a U.S. Person, will be an
Eligible Shareholder.
2.2 Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder
and the certification on the online application is taken
to have been given by all of them.
2.3 If you are an Eligible Shareholder, your rights
under this Offer are personal to you and are non-
renounceable, so you may not transfer them.
3. Issue Price and Number of Offer Shares
3.1 The Issue Price for Offer Shares under the Offer is
the lower of:
(a) NZ$0.83 per Offer Share (representing a 5.7%
discount to Refining NZ’s closing share price of
NZ$0.88 on NZX on 26 November 2021 (being
the last trading day before the Placement was
announced) and which is the same price paid by
investors in the Placement); and
(b) a 2.5% discount to the volume weighted average
market price of the Shares over the five business
day period up to and including the Closing Date.
3.2 The Issue Price will be fixed as at 5.00pm (NZ time)
on 13 December 2021 (being the Closing Date)
and is expected to be announced through NZX on
14 December 2021.
3.3 Subject to scaling, you will receive the number of
Offer Shares equal to the dollar amount of Offer
Shares you have validly applied for (and payment
has been received in respect of) divided by the Issue
Price. If the dollar amount of Offer Shares you have
applied for (or are allocated) does not equal a whole
number of Offer Shares once divided by the Issue
Price, the number of Offer Shares allotted to you
will be rounded down to the nearest Offer Share.
Any difference due to rounding or under NZ$5.00 will
be retained by Refining NZ.

23

Refining NZ Share Purchase Plan Offer Document
3.4 Subject to clause 4.2 of these Terms and Conditions,
Eligible Shareholders may elect to purchase a dollar
amount of Offer Shares up to a maximum value of
NZ$15,000, by filling in the appropriate box on the
online application. The number of Offer Shares you
receive on the Allotment Date may be subject to
scaling, as described in clause 9 of these Terms
and Conditions.
3.5 Eligible Shareholders may only make a single
Application for Offer Shares under the Offer. This
applies to all Eligible Shareholders, including those
who receive more than one offer under the Offer
(for example, because they hold Shares in more
than one capacity) and including whether the Eligible
Shareholder is applying through a Custodian or
on his or her own behalf. Accordingly, if you own
Shares through a Custodian and also own Shares
in your own name, then you may either purchase
Offer Shares yourself or instruct your Custodian to
purchase Offer Shares on your behalf. You may not
do both.
4. Custodians
4.1 Any Eligible Shareholder that:
(a) is a trustee corporation or a nominee company
and holds Existing Shares on the Record Date
by reason only of acting for another person in
the ordinary course of business of that trustee
corporation or nominee company; or
(b) holds Shares by reason only of being a bare
trustee of a trust to which the Shares are subject,
and is permitted to operate as a custodian under
all relevant laws,
is a “Custodian” under the Offer.
4.2 Custodians may apply to purchase Offer Shares
under the Offer but only up to the total value of
Offer Shares it is validly directed to apply for on
behalf of each beneficial owner in New Zealand for
whom the Custodian acts as a Custodian. Custodians
must confirm to Refining NZ that they are holding
Shares as a Custodian for those beneficial owners
by providing the written certification to Refining NZ
described in clause 4.3 below and send an electronic
schedule of applications to the Registrar. Each
beneficial owner may only direct the Custodian to
apply on behalf of that beneficial owner for Offer
Shares as described in clauses 3.4 and 3.5 and,
for the avoidance of doubt, for a single Offer
Share parcel.
4.3 If a Custodian applies to purchase Offer Shares
on behalf of one or more beneficial owners, the
Custodian must certify to Refining NZ in writing by
validly completing the online application:
(a) that the Custodian holds Shares directly or
indirectly as a Custodian for beneficial owners
(who would be Eligible Shareholders if they held
Shares directly);
(b) the number of those beneficial owners (which
may be provided by way of a separate schedule
sent to the Registrar);
(c) in respect of each of the beneficial owners, the
dollar amount of Offer Shares the beneficial
owner or the beneficial owner’s agent has
instructed the Custodian to accept on behalf of
that beneficial owner (which may be provided by
way of a separate schedule sent to the Registrar);
(d) that a copy of this Offer Document was given to
each beneficial owner;
(e) that the Custodian undertakes not to accept on
behalf of any of those beneficial owners for which
it acts directly or indirectly as a Custodian, Offer
Shares the total issue price of which is more than
NZ$15,000; and
(f) that the beneficial owner on whose behalf the
Custodian is submitting an Application is not
making a separate Application as an Eligible
Shareholder for Offer Shares under the Offer, and
no other Custodian is submitting an Application
under the Offer for that beneficial owner.
4.4 Custodians are not permitted to participate in the
Offer on behalf of, and must not distribute this
Offer Document or any documents relating to this
Offer to, any U.S. Person. If a Custodian is acting
for the account or benefit of a U.S. Person, it is not
permitted to participate in respect of that person.
5. Completing the Application and paying for
Offer Shares
5.1 If you wish to participate in the Offer, you must
complete an online application on the offer website
www.shareoffer.co.nz/refiningnz and make an
electronic funds transfer for the dollar amount of
Offer Shares applied for, in accordance with the
instructions on the Offer website. Payments must be
drawn on a New Zealand bank account.
5.2 To be valid, Applications must be received by
Refining NZ by 5.00pm (NZ time) on 13 December
2021. Applications received after that date will only
be accepted at Refining NZ’s discretion.

Refining NZ Share Purchase Plan Offer Document

24
6. Refining NZ’s discretion to accept, reject or
scale back Applications
6.1 Refining NZ has discretion to accept or reject your
Application to purchase Offer Shares under the Offer,
including (without limitation) if:
(a) your online application is incorrectly completed or
incomplete or otherwise determined by Refining
NZ to be invalid;
(b) your payment is dishonoured or has not been
completed correctly;
(c) your electronic funds transfer is not denominated
in New Zealand dollars for the exact New Zealand
dollar amount of Offer Shares that you have
applied for;
(d) it appears that you are applying to buy more than
NZ$15,000 of Offer Shares (except if you are a
Custodian applying on behalf of more than one
beneficial owner in accordance with clause 4.2);
(e) your Application is received after the Closing
Date. While Refining NZ has discretion to accept
late Applications and payments, there is no
assurance that it will do so. Late Applications and
payments, if not processed and subject to clause
6.5, will be refunded to you within five business
days of the Allotment Date or within five business
days of the date of receipt in respect of any
late Application and payment received after the
Allotment Date. No interest will be paid on any
application monies returned to you;
(f) Refining NZ believes that you are not an Eligible
Shareholder or Custodian; or
(g) Refining NZ considers that your Application does
not comply with these Terms and Conditions.
6.2 Refining NZ reserves the right to scale any
Application for Offer Shares under the Offer in
accordance with clause 9 of these Terms and
Conditions. Refining NZ reserves the right to
terminate the Offer and reject all Applications at any
time prior to the issue of the Offer Shares on the
Allotment Date.
6.3 If an Application is rejected, all of the relevant
amounts will be refunded to the applicant. If
Applications are scaled back, the applicant will
receive the number of Offer Shares in respect
of which the Application is accepted at the Issue
Price and a refund of the balance of the relevant
application monies. Refunds will not be paid for any
difference arising solely due to rounding or where
the aggregate amount of the refund payable to an
applicant is less than NZ$5.00. All refunds will be
made without interest.
6.4 Refunds will be paid to the New Zealand bank
account for which the Registrar has the details within
five business days following the Allotment Date
or, in respect of late Applications received after the
Allotment Date, within five business days of the date
of receipt. If the Registrar does not have such details
clause 6.5 will apply.
6.5 If you have not previously provided your New Zealand
bank account details to the Registrar, this can either
be provided at www.investorcentre.com/nz or by
email to enquiry@computershare.co.nz, please
provide your CSN. Once sufficient details have been
received, the relevant funds will be returned to you
within five business days of that occurring. Until
such time as New Zealand bank account details are
provided the funds will be dealt with in the same
manner as unclaimed distributions are under Refining
NZ’s constitution.
7. Significance of sending in an Application
7.1 If you apply to participate in the Offer by completing
an online application:
(a) you confirm that you have received, read and
understood this Offer Document and the Investor
Presentation (as well as the Explanatory Booklet,
dated 5 July 2021, and in particular Section 6
(“Risks to Refining NZ Group’s business and
plans”), as updated in the Investor Presentation)
in their entirety;
(b) you agree that your Application, on these
Terms and Conditions, will be irrevocable and
unconditional (i.e., it cannot be withdrawn);
(c) you certify to Refining NZ that you are an Eligible
Shareholder entitled to apply for Offer Shares
under these Terms and Conditions and that all
details and statements in your Application are
complete and accurate;
(d) you agree to be bound by the constitution of
Refining NZ;
(e) you acknowledge that the Offer may not proceed,
in whole or in part, at Refining NZ’s discretion;
(f) you certify that your acceptance of the Offer
will not be, or cause, a breach of any law in any
jurisdiction;
(g) you certify to Refining NZ that you are not
applying for more than NZ$15,000 worth of Offer
Shares under the Offer even though you may
have received more than one offer under the
Offer or received offers in more than one capacity
under the Offer;

25

Refining NZ Share Purchase Plan Offer Document
(h) without limiting Refining NZ’s discretion to
accept, reject or scale back any Applications, you
authorise Refining NZ (and its officers or agents)
to correct any error in, or omission from, your
Application and to complete the Application by
the insertion of any missing details;
(i) you acknowledge that Refining NZ may at any
time irrevocably determine that your Application
is valid, in accordance with these Terms and
Conditions, even if the Application is incomplete,
contains errors or is otherwise defective;
(j) you acknowledge that none of Refining NZ, its
advisers or agents has provided you with financial
advice, and that none of them has an obligation to
provide advice concerning your decision to apply
for and purchase Offer Shares under the Offer;
(k) you acknowledge the risk that the market price
for the Shares may change materially between
the Opening Date, the date you apply for Offer
Shares under the Offer, and the Allotment Date.
This is particularly the case given the wide
fluctuations and volatility in the share prices
for many listed companies in recent times
due to the continuing impacts of COVID-19,
and the significant nature of the changes
being undertaken to Refining NZ’s business.
Accordingly, you acknowledge that:
(i) the price paid for Offer Shares may be higher
or lower than the price at which Shares are
trading on the NZX Main Board at the time
Offer Shares are issued under the Offer;
(ii) the market price of Offer Shares following
allotment may be higher or lower than the
Issue Price;
(iii) it is possible that up to or after the Allotment
Date, you may be able to buy Shares at a
lower price than the Issue Price; and
(iv) a change in the market price of Shares prior
to the Issue Price being determined may
affect the Issue Price;
(l) you acknowledge that Refining NZ is not liable for
any exercise of its discretions referred to in these
Terms and Conditions; and
(m) you irrevocably and unconditionally agree to these
Terms and Conditions and agree not to do any
act or thing which would be contrary to the spirit,
intention or purpose of the Offer.
7.2 If a Custodian applies to purchase Offer Shares under
the Offer for a beneficial owner pursuant to clause
4.2, the certifications referred to in clauses 7.1(c)
and 7.1(g) will be taken to be given by the beneficial
owner on whose behalf the Custodian is applying to
purchase Offer Shares.
8. Issue Price
You agree to pay the Issue Price per Offer Share
up to the maximum Application amount you have
specified in your online application.
9. Scaling
9.1 Refining NZ is accepting Applications for up to
NZ$5 million of Offer Shares in aggregate, with an
ability to accept oversubscriptions at its discretion
in accordance with the Listing Rules. If Refining NZ
receives Applications for more than this amount
of Offer Shares in aggregate, Applications may be
scaled down.
9.2 Any scaling of Applications will be undertaken by
reference to the holdings of Existing Shares at
5:00pm on the Record Date.
9.3 If scaling produces a fractional number, the number
of Offer Shares you will be allotted will be rounded
down to the nearest whole number of Offer Shares.
9.4 If your Application is scaled, your application
monies will be greater than the value of the Offer
Shares you will be allotted. The difference will be
refunded to you in the manner in which you have
elected dividends be paid within five business days
of the Allotment Date, unless clause 6.5 applies in
which case refunds will be dealt with in accordance
with that clause. No interest will be paid on any
application monies returned to you. Refunds will
not be paid for any difference arising solely due to
rounding or where the aggregate amount of the
refund payable to you is less than NZ$5.00.
10. Offer Shares
10.1 Offer Shares issued under the Offer will rank equally
with, and have the same voting rights, dividend rights
and other entitlements as, existing fully paid Shares
quoted on the NZX Main Board. Eligible Shareholders
will be entitled to receive any dividends declared
after the Allotment Date in respect of Shares
allocated to them under the Offer.
10.2 Applicants for Offer Shares will be bound by Refining
NZ’s constitution and the terms of the Offer set out
in this Offer Document.
10.3 It is a term of this Offer that Refining NZ will take
any necessary steps to ensure that the Offer Shares
are, immediately after their issue on the Allotment
Date, quoted on the NZX Main Board. The NZX Main
Board is a licensed market operated by NZX (which
is a licensed market operator regulated under the
Financial Markets Conduct Act 2013). However, NZX
accepts no responsibility for any statement in this
Offer Document.

Refining NZ Share Purchase Plan Offer Document

26
10.4 You cannot trade in any Offer Shares issued to you
pursuant to the Offer, either as principal or agent,
until quotation of the Offer Shares on the NZX Main
Board in accordance with the Listing Rules. Refining
NZ expects that the Offer Shares will commence
trading on the NZX Main Board on the Allotment
Date. If you wish to sell Shares you hold directly on
the NZX Main Board, after confirming your allocation,
you must contact a broker (being an NZX Firm under
the Participant Rules of NZX) and have a CSN and an
Authorisation Code (FIN). If you have lost your CSN or
FIN you will need to contact the Registrar or a broker.
If you sell your Shares, you may be required to pay
brokerage or other sale expenses. You may also be
liable for tax on the sale of your Shares. You should
seek your own tax advice in relation to your Shares.
11. Amendments to the Offer and waiver
of compliance
11.1 Notwithstanding any other term or condition of the
Offer, and/or the Offer website, Refining NZ may, at
its discretion:
(a) make non-material modifications to the Offer
or the Terms and Conditions (in which case
Applications for Offer Shares under the Offer will
remain binding on the applicant notwithstanding
such modification and irrespective of whether an
Application was received by the Registrar before
or after such modification is made); and/or
(b) suspend or terminate the Offer at any time prior
to the issue of Offer Shares under the Offer. If
the Offer is terminated, application monies will
be refunded to applicants without interest within
five business days of termination in accordance
with these Terms and Conditions (and subject to
clause 6.5 if it applies).
11.2 Refining NZ reserves the right to waive compliance
with any provision of these Terms and Conditions
(which will be done in accordance with New Zealand
law, including the Listing Rules).
11.3 If Refining NZ waives compliance with any provision
of these Terms and Conditions, such waiver will
apply to all Eligible Shareholders.
11.4 Refining NZ will notify NZX of any waiver,
amendment, variation, suspension, withdrawal or
termination of the Offer.
12. Governing Law
These Terms and Conditions shall be governed by
and construed in accordance with the laws of
New Zealand.
13. Disputes
If any dispute arises in connection with the Offer,
Refining NZ may settle it in any manner it thinks fit.
It may do so generally or in relation to any particular
Eligible Shareholder applicant, Application or Share.
Refining NZ’s decision will be final and binding.
14. Inconsistency
Unless otherwise determined by the Board, in the
event of any inconsistency between the Terms and
Conditions of the Offer and:
(a) the accompanying letter from the Chair and
Questions and Answers section, the Terms and
Conditions take precedence; and
(b) Refining NZ’s constitution, Refining NZ’s
constitution shall prevail.

27

Refining NZ Share Purchase Plan Offer Document
Glossary

Refining NZ Share Purchase Plan Offer Document

28
Allotment Date
On 17 December 2021, unless the Offer is extended.
Application
An application for Offer Shares under the Offer made via an online application made through
www.shareoffer.co.nz/refiningnz.
Board
The board of directors of Refining NZ.
Closing Date
13 December 2021, unless the Offer is extended.
Custodian
Has the meaning given to that term in clause 4.1 of the Terms and Conditions.
Despatch Date
On or around 20 December 2021, unless the Offer is extended.
Eligible Shareholder
A person who, at 5.00pm (NZ time) on the Record Date, was recorded in Refining NZ’s
share register as being a registered holder of Existing Shares and having an address in
New Zealand, provided that a person who holds Existing Shares on behalf of a person who
resides outside New Zealand is not eligible to participate in the Offer in respect of that
person. For the avoidance of doubt, no U.S. Person, or a person acting for the account or
benefit of a U.S. Person, will be an Eligible Shareholder.
Existing Share
A Share on issue on the Record Date.
Issue Price
The lower of:
(a) NZ$0.83 per Offer Share (being the price paid by investors in the Placement); and
(b) a 2.5% discount to the volume weighted average market price of the Shares over the five
business day period up to and including the Closing Date.
Listing Rules
The NZX Listing Rules.
NZX
NZX Limited.
NZX Main Board
The main board equity security market operated by NZX.
NZ$
New Zealand dollars, being the lawful currency of New Zealand.
Offer
The Offer detailed in the Terms and Conditions set out in this Offer Document.
Offer Document
This offer document.
Offer Shares
The Shares offered under the Offer.
Opening Date
2 December 2021.
Placement
The placement of Shares in Refining NZ announced on 29 November 2021 at a price of
NZ$0.83 per Share, under which approximately 47 million Shares are to be issued on
2 December 2021.
Record Date
26 November 2021.
Refining NZ
The New Zealand Refining Company Limited, a company listed on the NZX Main Board.
Registrar
Computershare Investor Services Limited.
Shares
Ordinary shares of Refining NZ.
Terms and Conditions
The terms and conditions of this Offer as set out on pages 21 to 26 of this Offer Document.
U.S. Person
Has the meaning given to it in Regulation S of the U.S. Securities Act of 1933.

29

Refining NZ Share Purchase Plan Offer Document
Directory

Refining NZ Share Purchase Plan Offer Document

30
The New Zealand Refining
Company Limited
Port Marsden Highway
Marsden Point 0171
New Zealand
Website: www.refiningnz.com
Directors of The New Zealand
Refining Company Limited
Simon Allen (Independent Director and Chair)
James Miller (Independent Director)
Vanessa Stoddart (Independent Director)
Paul Zealand (Independent Director)
John Bourke
Lindis Jones
Lucy Nation
Legal Advisers
MinterEllisonRuddWatts
Level 22, PwC Tower
15 Customs Street West, Auckland Central
Auckland 1010
New Zealand
If you have any queries about how to apply,
please contact the Registrar at:
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Private Bag 92119, Victoria Street West, Auckland 1142
New Zealand
Phone: 0800 650 034
Email: refiningnz@computershare.co.nz

2 December 2021
Share Purchase Plan
Offer Document