New Warrant Issue for Barramundi Limited
Barramundi Limited
Phone +64 9 489 7074
Private Bag 93502, Takapuna
Auckland, New Zealand
27 April 2022
New Warrant Issue for Barramundi
The directors of Barramundi Limited (Barramundi) 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 Barramundi’s ongoing capital management
programme and provide investors the ability to purchase additional shares in Barramundi 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 Barramundi portfolio.
On the record date, Barramundi shareholders will be issued one warrant for every four shares held. The
record date for the issue is 13 May 2022 and the warrants are expected to be allotted on 16 May 2022.
Each warrant gives shareholders the right, but not the obligation, to subscribe for one additional
ordinary share in Barramundi on the exercise date. The exercise date is 26 May 2023.
The exercise price will be $0.89 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 17 May 2022 under the issuer
code BRMWG.
Contact
Wayne Burns
Corporate Manager
Barramundi Limited
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BARRAMUNDI LIMITED
WARRANT TERMS
DOCUMENT
27 APRIL 202227 APRIL 2022
KEY TERMS
IssuerBarramundi Limited
The OfferThis is an offer of Warrants in Barramundi. Each Eligible
Shareholder will be issued one Warrant for every four Shares
held at 5.00pm (New Zealand time) on the Record Date (13
May 2022) subject to rounding.
Each Warrant gives the holder a right to buy one Share
in Barramundi upon payment of the Exercise Price on the
Exercise Date (26 May 2023).
Eligible ShareholdersWarrants will be issued to Barramundi 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
66.7 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 17 May 2022
under the ticker code BRMWG, ISIN NZBRME0020S2.
Exercise of WarrantsWarrant Holders may:
• exercise some or all of their Warrants by completing
an online 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.
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Exercise of Warrants
(continued)
If you do not exercise your Warrants, your shareholding in
Barramundi will be diluted by other Warrant Holders who
exercise their Warrants. This dilution will relate to your
percentage shareholding in Barramundi as the number
of Shares that you hold will not change as a result of not
participating in the Offer.
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 Barramundi
warrants over the last twelve years has ranged from a 0% to
5.3% reduction in NAV per Share.
Exercise Price $0.89 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 Barramundi.
Announcement of
final Exercise Price
Barramundi will announce the final Exercise Price to the
NZX at least six weeks before the Exercise Date. Barramundi
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 complete the
online Exercise Form (and make payment of the Exercise Price)
by the Exercise Date.
Barramundi will advise Warrant Holders of the online Exercise
Form as soon as reasonably practicable after the final Exercise
Price has been determined.
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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 Barramundi.
IMPORTANT DATES
Record Date13 May 2022
(5.00pm New Zealand time)
Allotment of Warrants16 May 2022
Quotation of Warrants commences on the NZX
Main Board
17 May 2022
Mailing of holding statements for Warrants23 May 2022
Expected date of announcement of final Exercise
Price
No later than 14 April 2023
Expected final date for trading Warrants on the
NZX Main Board
24 May 2023
Exercise Date26 May 2023
(5.00pm New Zealand time)
Allotment of Shares on exercise of Warrants31 May 2023
Mailing of holding statements for Shares6 June 2023
The dates shown above are subject to change and indicative only. Barramundi 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.
Barramundi 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 Barramundi decides not to proceed.
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.
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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 Barramundi, or any return on any
investments made pursuant to this
document.
ADDITIONAL INFORMATION
ABOUT BARR AMUNDI
LIMITED
Barramundi is subject to continuous
disclosure obligations under the Listing
Rules which require it to notify certain
material information to NZX. Market
releases by Barramundi, including the most
recent annual report (for the period ended
30 June 2021) are available at nzx.com
under the ticker code BRM and
on Barramundi’s website,
www.barramundi.co.nz. Barramundi
also releases weekly and month end net
asset values (NAVs), Monthly Updates and
quarterly Newsletters.
Barramundi may, prior to the Exercise Date,
make additional market releases to NZX.
You should monitor Barramundi’s Market
announcements before deciding whether
to exercise or sell your Warrants. No
market release by Barramundi will permit a
Warrant Holder to withdraw any previously
submitted online Exercise Form without
Barramundi’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 Barramundi invests
in shares of other companies, changes in
the market prices of those other shares
may affect Barramundi’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.
Since October 2020, Barramundi’s share
price has traded at a premium to the
NAV. Barramundi’s NAV is calculated on
a weekly basis and released to the NZX
and disclosed on the company website,
www.barramundi.co.nz.
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. Barramundi will issue one Warrant for
every four Shares held by an Eligible
Shareholder of Barramundi recorded
on the share register at 5.00pm (New
Zealand time) on the Record Date (13
May 2022).
2. The purpose of the issue of Warrants is
to raise capital as part of Barramundi’s
ongoing capital management
programme and provide investors with
the ability to purchase additional shares
in Barramundi 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 Barramundi portfolio.
GR ANT OF WARR ANTS
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 Barramundi’s overseas
Shareholders as Barramundi considers
that the legal requirements of other
jurisdictions in which Shareholders
have a registered address are such
that it would be unduly onerous for
Barramundi 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. Barramundi 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 WARR ANTS
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 Barramundi 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.
DETAILS OF THE OFFER
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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 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. Barramundi 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
TR ANSFER
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 WARR ANT
HOLDERS
14. Each Warrant entitles the Warrant
Holder to:
a. subscribe for one Share in
Barramundi credited as fully paid,
upon the payment of the Exercise
Price by the Exercise Date (26 May
2023);
b. all information provided by
Barramundi to Shareholders,
including its annual report and
notices of Shareholder meetings;
c. any other rights conferred on
Warrant Holders by Barramundi’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 Barramundi upon
the liquidation of the company.
EXERCISE OF WARR ANTS
16. The Exercise Price is $0.89 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 Barramundi. 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.
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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.
19. If you are a Warrant Holder and wish
to exercise any of your Warrants
and subscribe for Shares, you must
complete the online Exercise Form
by the Exercise Date. Barramundi will
direct Warrant Holders to the online
Exercise Form as soon as reasonably
practicable after the final Exercise Price
has been determined.
20. The Exercise Form must be completed
and payment made (in a manner
prescribed by Barramundi in the
Exercise Letter) 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 the Exercise Form will be
set out in the Exercise Letter.
21. Barramundi may accept or reject any
Exercise Form which it considers is
incorrectly completed or incomplete
or otherwise determined to be invalid.
Barramundi may correct any errors
or omissions on any Exercise Form. If
there is a discrepancy between the
amount of application monies received
by Barramundi and the number of
Warrants being exercised as indicated
on the Exercise Form, Barramundi 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 Barramundi.
23. Until the allotment of Shares, funds
received by Barramundi 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 Barramundi. If the
allotment of Shares does not proceed,
Barramundi will refund application
monies within 10 Business Days. Any
interest on those funds will be paid to
Barramundi.
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 Barramundi). Barramundi 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 Barramundi will
be diluted if other Warrant Holders
exercise Warrants and the total number
of Shares on issue in Barramundi
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. Barramundi 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 Barramundi’s
distribution policy, which could be
changed at any time in the future, is
available at www.barramundi.co.nz/
about-barramundi/barramundi-policies/
under the heading ‘Distribution Policy’.
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A D J U S T M E N T S FO R
CHANGES TO CAPITAL
STRUCTURE
28. The Exercise Price may be varied before
the Exercise Date if Barramundi’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 Barramundi 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 Barramundi 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 Barramundi 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, Barramundi’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
EP
new
= EP
old
–
E[AP – (S+D)]
N + 1
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reasonable grounds) to Warrant
Holders; or
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 GUAR ANTEE
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 Barramundi, the
Warrants, the Shares or any return
on an investment in Barramundi 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.
Barramundi 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 Letter.
AMENDMENT AND WAIVER
32. Barramundi 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. Barramundi 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).
PRIVACY
34. Any personal information provided by
Warrant Holders on the Exercise Form
or otherwise in connection with the
Warrants will be held by Barramundi
and/or the Registrar at their address
set out in the Directory. Barramundi
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 Barramundi
and / or the Registrar for the purposes
of administering your investments in
Barramundi. 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.
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BarramundiBarramundi Limited
BoardThe board of Directors of Barramundi
Business DayA day on which NZX is open for trading
DirectorsThe directors of Barramundi
Eligible
Shareholder
A 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 26 May 2023
Exercise FormThe form of notice that must be completed by a Warrant Holder in
order to exercise any of their Warrants
Exercise Price$0.89, 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 Barramundi
Independent
Expert
An 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
Listing RulesThe listing rules of the NZX Main Board as applicable to Barramundi
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 13 May 2022
RegistrarThe share registrar of Barramundi, being Computershare Investor
Services Limited
ShareA fully paid ordinary share in Barramundi
ShareholderA registered holder of Shares
WarrantA right to subscribe for one Share issued by Barramundi 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
GLOSSARY
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DIRECTORY
ISSUER
Barramundi Limited
Level 1, 67-73 Hurstmere Road
Takapuna
Auckland 0622
Phone: +64 (9) 489 7074
Email: enquire@barramundi.co.nz
SHARE REGISTR AR
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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Section 1: issuer information (mandatory)
Name of issuer Barramundi Limited
Class of Financial Product Ordinary Shares
NZX ticker code BRM
ISIN (If unknown, check on NZX
website)
NZBRME0001S2
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 13/05/2022
Ex-Date (one business day before the
Record Date)
12/05/2022
Currency NZD
Section 3: Bonus issue (delete if not applicable)
Number of Financial Products to be
issued
Approximately 66,700,000 new warrants
ISIN of security to be issued (if different
from Ordinary Shares)
NZBRME0020S2
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 16/05/2022
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@barramundi.co.nz
Date of release through MAP 27/04/2022
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27 April 2022
NZX Limited
Notice of Offer
Barramundi Limited (NZX: BRM) (Barramundi) 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),
Barramundi 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, Barramundi is in compliance with:
a. the continuous disclosure obligations that apply to it in relation to Barramundi’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 Barramundi.
On behalf of
Barramundi Limited
Alistair Ryan
Chair
Barramundi Limited
Phone +64 9 489 7074
Private Bag 93502 Takapuna
Auckland 0740
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27 April 2022
Dear Shareholder,
On 27 April 2022 the Board of Barramundi Limited (NZX: BRM) (Barramundi) announced an issue of warrants.
The purpose of the issue of warrants is to raise capital as part of Barramundi’s ongoing capital management
programme and provide investors with the ability to purchase additional shares in Barramundi 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 Barramundi portfolio.
What is a Barramundi warrant?
A warrant gives the holder a right to buy one share in Barramundi upon payment of the Exercise Price on the Exercise
Date (26 May 2023).
Who is eligible for the Barramundi warrants?
Warrants will be issued to Barramundi shareholders with a registered address in New Zealand recorded on the share
register as at 5.00pm (New Zealand time) on the Record Date (13 May 2022) (Eligible Shareholders). As long as you
hold Barramundi shares at that time, you will be entitled to receive one warrant for every four shares you hold. If you
are a Barramundi shareholder but do not have a registered address in New Zealand, your warrants will be issued to a
separate registry account with Barramundi's share Registrar, and we will endeavour to sell the warrants on the NZX
Main Board on your behalf.
How many Barramundi 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 (13 May 2022), subject to rounding up.
What do I need to do to receive the Barramundi 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 23 May 2022.
What can I do with the warrants?
• You can elect to exercise some or all of your warrants by 26 May 2023 via payment of the final Exercise Price for
those warrants. We will contact you again in mid-April 2023 before the Exercise Date, with details of the final
Exercise Price and provide you with information in regards to the online Exercise Form.
• You can seek to sell or transfer some or all of your warrants on the NZX Main Board from 17 May 2022 until
5.00pm on 24 May 2023.
• 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 Barramundi 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 $0.89 per warrant, but with such
amount to be adjusted down for the aggregate amount per share of any cash dividends declared on Barramundi
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 Barramundi.
The full terms of the warrants are set out in the Warrant Offer Document, which is available on Barramundi’s website,
www.barramundi.co.nz. The Board of Barramundi encourages you to read the document in its entirety and discuss the
terms with your financial adviser if you have any questions. Barramundi will provide a copy of the warrant offer
document on request.
Yours sincerely
Alistair Ryan
Chair, Barramundi Limited
Barramundi Limited
Phone +64 9 489 7074
Private Bag 93502 Takapuna
Auckland 0740
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.