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BIF – New offer document

Other19 August 2022BIFFinancials

Booster
Innovation

Fund

Product Disclosure Statement

Offer of units in the Booster Innovation Fund

of the Booster Innovation Scheme

Issuer: Booster Investment Management Limited

This document replaces the Product Disclosure Statement dated 23 February 2022.

This document gives you important information about this investment to help you decide whether you want to invest. There is other

useful information about this offer on www.disclose-register.companiesoffice.govt.nz. Booster Investment Management Limited

has prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial

advice provider to help you to make an investment decision.

19 August 2022

Booster Innovation Fund2
1. Key information summary

What is this?

This is an offer of units in the Booster Innovation Fund

(Fund) of the Booster Innovation Scheme (Scheme).

Your money will be pooled with other investors’ money

and invested. Booster Investment Management Limited

(Booster, we, our or us) invests the money in assets, such

as unlisted shares in early-stage companies (directly or

indirectly), and takes fees.

The assets and fees are described in this document. By

investing in the Fund, you are relying on the investment

decisions of Booster and returns from the assets that the

Fund invests in. There is a risk that you may lose some or all

of the money you invest.

Who manages this Scheme?

We, Booster Investment Management Limited, are the

manager of the Scheme. The Fund is currently the only

investment option in the Scheme.

You’ll learn more about us in Section 9 – About Booster and

others involved in the Fund.

What are you investing in?

The Fund is a managed investment scheme established

to invest in a portfolio of early-stage companies founded

on intellectual property originated or developed in New

Zealand that are selected on the basis that they have the

potential to become commercially successful globally. The

Fund is listed on the NZX Main Board (with the code BIF).

Early-stage company investing is generally considered

the riskiest type of equity investing because many more

early-stage companies fail than mature companies. It can

take many years before a company becomes successful,

and most externally funded companies have years of

unprofitable activity before they reach the point of making

money. Early-stage company investing requires patience.

However, those companies that do succeed tend to greatly

reward their investors through high returns. Because the

Fund holds investments in a number of companies as part

of a portfolio, it is to be expected that some companies will

gain in value while others will lose some or all of their value.

Despite the benefit of this portfolio approach, significant

investment losses can occur. If you are unsure whether this

investment is suitable for you or how much to invest, we

recommend you seek professional advice.

This is a continuous offer meaning the Fund will accept

applications from investors on an ongoing basis, though

these applications will generally only be processed by

us monthly. Money raised from investors will be used to

acquire an interest in additional early-stage companies or

make follow-on investments in existing companies that are

seeking expansion capital.

Investment Objective - the Fund aims to provide investors

with an exposure to a diversified portfolio of early-stage

companies founded on intellectual property originated or

developed in New Zealand.

Investment Strategy - the Fund will seek to invest in a

diversified portfolio of investments in conjunction with

a range of other specialist investors, across a range of

different business sectors and stages of development

to optimise the expected returns from early-stage

investments.

As at the date of this document the Fund invests in a

specialised portfolio of 25 early-stage companies, either

directly or through its interest in NZ Innovation Booster

Limited Partnership (NZIB). NZIB is a partnership between

Booster Financial Services Limited (our parent company),

Victoria Link Limited (Wellington UniVentures) and

Otago Innovation Limited (OIL) which are the technology

commercialisation arms of Victoria University of Wellington

and University of Otago respectively. The portfolio includes

companies ranging in their stage of development, industry

sectors and innovation types. It includes:

• companies developing diagnostic, screening or other

medical solutions to improve clinical outcomes,

• companies developing therapies or drug delivery

technologies to treat life threatening or debilitating

disease,

• companies developing software solutions to improve

user outcomes,

• companies developing technologies to improve energy

efficiency or reduce carbon emissions,

• companies developing solutions to improve food crop

production and yield,

• companies developing advanced surface coatings and

other materials.

See Section 2 - What the Booster Innovation Fund invests in

for an overview of each of the companies currently invested

in.

The Fund is not permitted to borrow, either directly or via

its underlying funds.

Booster Innovation Fund3
ProductUnits in the Booster Innovation Fund.

How you investYou can invest in the Fund by completing and submitting an application form to us or through your

financial adviser.

Alternatively, you can purchase units on market at the quoted price through an NZX participant

(such as a broker) or by arrangement through us.

Unit PriceIf units are purchased directly from the Fund, the price for the units will be the Unit Price applicable

for the day on which your investment money is processed (generally the first business day of the

month). The Unit Price is the net asset value of the Fund (being the value of all assets less the value

of all liabilities) divided by the number of units on issue. There is no fixed price for the units and no

fixed or indicative range within which that price may be fixed.

If you buy or sell units on the NZX Main Board, the price you pay may be higher or lower than the

Fund’s published Unit Price.

How much you

can invest

The minimum initial investment in the Fund is $1,000. While you’re not required to make any further

investments, you can invest more by making additional investments (minimum $500).

For trading on the NZX, your broker will be able to advise on the minimum parcel size.

While the amount you invest is up to you, we may refuse to accept, or may reduce, your initial or

additional investment in the Fund to ensure the Fund does not hold excessive levels of cash.

Offer dates and

NZX Quotation

The Fund was first registered on 11 November 2021 and quoted on the NZX Main Board on 2 March

2022. As a continuous offer, there is no close date for this offer, though this Product Disclosure

Statement may be updated from time to time.

For further details on the terms of this offer, see Section 3 – Terms of the Offer.

Key terms of the offer

How can you get your money out?

Units in the Fund are quoted on the NZX Main Board. This

means you may be able to sell your investments on the NZX

if there are interested buyers. The amount you get may be

less than the amount that you invested.

The Fund will also aim to make a limited amount of cash

available for withdrawals on a quarterly basis. However,

due to the limited cash available for withdrawals and

uncertain demand for withdrawals by other investors, you

should regard an investment in this Fund as not readily

redeemable when making your investment decision and the

Fund has no fixed date on which you may get your money

back. Refer to Section 3 – Terms of the Offer for further

details on withdrawals. It is recommended that you only

invest money that you do not expect to need access to for

a number of years. A 10% withdrawal charge applies to

amounts withdrawn through this arrangement.

In the event of a sale of an investment by the Fund (or by an

underlying fund and where the proceeds of the sale have

been distributed to the Fund), we may, at our discretion,

make some or all of the proceeds available for withdrawal

from the Fund. While infrequent and unpredictable, this

may provide an opportunity for investors to redeem some

of their units at the Fund’s Unit Price which would not be

subject to the 10% withdrawal charge.

All withdrawals are processed at the Unit Price applicable

on the day of withdrawal. The Unit Price is calculated as

described in the table above.

Key drivers of returns

The key drivers of returns on your investment in the Fund

are:

Success of the investee business. An early-stage business

is a high-risk investment. Many early-stage businesses fail

to achieve their objectives or to reach profitability. Key

drivers of a successful early-stage business are typically:

• Success in proving the effectiveness of their

technology and product market fit;

• Success in establishing a strong customer base;

• Degree of protection of the intellectual property from

imitation; and

• A strong senior team.

In order to improve expected investment outcomes,

we utilise a partnership or co-investing model, where

investments are made, directly or indirectly, in conjunction

with other investors who have relevant experience and

expertise in investing in early-stage businesses.

Access to diversity of investment opportunities.

The spreading of investment risk through diversification

is a critical element of successful investing in a portfolio

of early-stage businesses. Capital contributions from new

and existing investors are required to provide the Fund

with the capital necessary to enable it to expand from its

current investment portfolio of 25 investments to a broader

portfolio of more than 40 investments. We have extensive

networks within New Zealand across universities, the public

and private sectors to enable the Fund to have access to a

good flow of investment opportunities to achieve a broad

range of investments within its portfolio.

Booster Innovation Fund4
Key risks of this investment

Investments in managed investment schemes are risky.

You should consider whether the degree of uncertainty

about the Fund’s future performance and returns is suitable

for you. The price of the Fund’s units should reflect the

potential returns and the particular risks of these units.

We consider that the most significant risk factors that could

affect the value of the Fund’s units are:

A business fails to successfully commercialise its

intellectual property. This is the risk that an early-stage

company in which the Fund has invested does not meet

expectations, resulting in a low investment return or total

loss of capital invested, which may reduce the return of the

Fund’s portfolio overall.

Higher volatility of returns than traditional equity

investments. Due to the high risk of early-stage businesses,

their value can fluctuate widely over short timeframes,

depending on the progress they make against their business

plans, the confidence of their shareholders in the likelihood

of their success, and the willingness of existing and

potential investors to contribute more capital to continue to

support the business. This means the value of investments

may go up and down faster and further in comparison to

investing in many other investment classes (including listed

equities).

Liquidity and withdrawal risk. This is the risk that, due to

the Fund facilitating limited and infrequent withdrawals,

an investor is unable to sell their investment at a time that

suits them or that when seeking to sell through the NZX

they are unable to find a buyer, or that the NZX quoted

price of the units is lower than the Unit Price, or in certain

circumstances, trading of the Fund’s units on the NZX is

suspended. This may affect the timing or value obtained by

an investor wishing to sell their investment.

Concentration of investments. This is the risk that the

value of the Fund’s investment returns do not meet the long

run expectations of a well diversified portfolio of early-stage

investments due to the investments being concentrated

in particular sectors, or concentrated in a particular stage

of business development, or by holding a relatively small

number of investments. Currently the Fund’s investments

are concentrated in a small number (25) of investments, of

which eight are involved in different areas of the healthcare

and medical sector. As a result, the returns of the Fund

may be more volatile until the Fund grows and a more

diversified portfolio (indicatively more than 40) is achieved.

Concentration could also occur following a significant

upward revaluation of an investment due to its success,

resulting in a single company becoming a large portion of

the Fund value.

Valuation uncertainty. This is the risk that the fair value of

each of the investments is inherently uncertain due to the

subjective nature of valuations, meaning our assessment of

the fair value of the investments (reflected by the Unit Price)

may be different to other assessments of the fair value of

the Fund’s investments and may impact an investor’s ability

to buy or sell units at their own assessment of the fair value.

Capital contributions are insufficient to achieve

diversification. This is the risk that the Fund does not raise

sufficient capital to allow it to obtain a diverse portfolio of

investments within a reasonable timeframe.

This summary does not cover all of the risks. You should

also read Section 6 – Risks to returns from the Booster

Innovation Fund.

Booster Innovation Fund’s financial information

Selected historic financial information is presented for the year to 31 March 2022. Note that whilst the Scheme was

established on 22 October 2020, the first transaction did not occur until 24 August 2021 (i.e., part way through the year).

Statement of Financial

Performance of the Fund

For the period 1 Apr

to 31 Mar 2022

$'000

Investment income702

Distributions received568

Fees and expenses(25)

Net income before tax 1,245

Statement of Financial

Position of the Fund

As at 31 Mar 2022

$’000

Cash124

Investments held at fair value

1

7,521

Other Payables(25)

Net assets7,620

1

See Section 4 - How the Booster Innovation Fund works for more details of the valuation of investments.

For a summary of the Fund’s investment exposures as at 31 July 2022, see Section 2 – What the Booster Innovation Fund invests in.

Performance-based fee only, with low fixed costs.

Investing in early-stage companies is traditionally expensive

and often associated with high fixed fees and costs, which

can quickly erode the value of a fund that is not consistently

delivering high investment returns. In this Fund, we

only charge a performance-based fee on returns above

a hurdle return. This aligns the interests of the manager

and the investor and means we may earn high fees for

high performance, but will earn no fees for investment

performance below 10% per annum. See Section 7 – What

are the Fees? For further details.

Portion of the capital of the Fund deployed. As a

continuous issuer, the Fund anticipates it will issue new

units on a monthly basis and may undertake specific capital

raising activities. The extent to which suitable investment

opportunities are found will impact the level of uninvested

cash, which will have an effect on the Fund’s return because

the cash is not committed to an investment. We monitor

the level of cash held by the Fund to ensure that, so far as

practicable, it is appropriate for the level of future expected

investment opportunities.

Further information about the key drivers of returns for the

Fund and the key strategies and plans we take in respect

of those drivers is provided in Section 2 – What the Booster

Innovation Fund invests in under the heading ‘Future

Performance of the Fund’.

Booster Innovation Fund5
What fees will you pay?

The table below summarises the fees and expenses that you will be charged to invest in this Fund. Further information about

fees is set out in Section 7 – What are the fees?

A summary of the fees and expenses and the basis on which they are charged is:

2

Goods and Services tax (GST) is not included in any of the fees stated. GST will be added to any fees where applicable, including to the performance-based fee.

Fee Category

2

Fee Type and rateBased onPaid to

Performance

based fee

Where the Fund’s performance exceeds the hurdle rate

of return (of 10% per annum), we are paid an annual

performance-based fee (in units in the Fund) equal to 20%

of the excess return.

Excess return

above the hurdle

rate of return.

Booster

Capital raising

expenses

Direct expenses incurred in securing the commitment

of future capital to the Fund such as brokerage or

underwriting fees.

Actual expenses

incurred.

External parties

such as brokers.

Other fund

administration

expenses

Direct expenses of the Fund up to $30,000 + GST per year

may be charged to the Fund. These expenses include the

costs related to the supervisor, audit, Fund related legal

fees, NZX listing related fees and independent valuations.

Any direct expenses above $30,000 + GST per annum are

paid by Booster.

Actual expenses

incurred (capped

at $30,000 +GST

per annum).

External parties

such as the

supervisor, auditor,

valuers, NZX and

legal advisers.

Other fund

administration

expenses from

underlying funds

The Fund holds units in NZIB and may, in future, hold

interests in other underlying funds. NZIB and these other

underlying funds may also incur fund administration costs

such as audit, independent valuations, legal fees and

independent director fees (if any).

These are not subject to the $30,000 + GST per annum cap

referred to above.

Actual expenses

incurred.

External parties

such as the

trustee/supervisor,

auditor, valuers,

legal advisers

and independent

directors (if any).

Management feeNo management fees are chargedn/an/a

Withdrawal chargeFor withdrawals made directly from the Fund, a charge of

10% of the amount withdrawn will be applied. Note this

charge does not apply where the Fund has made funds

available for withdrawal from the proceeds of the sale of an

investment, nor to sales of units on the NZX.

Value of amount

withdrawn from

the Fund

Retained by the

Fund to cover the

funding cost of the

cash available for

withdrawals.

NZX brokerage feeIf you buy or sell units in the Fund through an NZX

Participant (such as a broker), they may also charge you a

fee for their services.

Value of

transaction

(minimums may apply)

NZX Participant

We have not provided any prospective financial information in respect of this Fund, and as a result are unable to provide

any estimates in respect of the performance-based fees to be charged. It is anticipated that total other fund administration

expenses (including from underlying funds) of $48,300 (plus GST) will be incurred for the current financial period.

How will your investment be taxed?

The Fund is a Listed PIE. The amount of tax that the Fund pays is calculated at the rate of 28% on its taxable income, which

includes interest, dividends, and deemed dividends for foreign investments, but excludes capital gains it makes on the sale

of its share interests. See Section 8 – Tax for more information.

Fees and expenses to 31 March 2022

As a dollar

value

As a percentage

of net asset value

Fees and expenses to be charged by the manager and its associated persons

Note – this is the performance-based fee accrued but not yet charged (and subject to change). The first

measurement period and payment date for the performance-based fee was extended to 31 March 2023.

$177,0002.30%

Fees and expenses charged by other persons

Includes costs paid to the supervisor, auditor, Fund related legal fees, independent valuations (direct and

through underlying funds)

$46,0000.60%

Total$223,0002.90%

Booster Innovation Fund6
Table of contents

Section 1Key information summaryPage 2

Section 2What the Booster Innovation Fund invests in Page 8

Section 3Terms of the offerPage 34

Section 4How the Booster Innovation Fund works Page 36

Section 5Booster Innovation Fund’s financial information Page 39

Section 6Risks to returns from Booster Innovation Fund Page 40

Section 7What are the fees? Page 43

Section 8Ta xPage 45

Section 9About Booster and others involved in FundPage 46

Section 10How to complainPage 46

Section 11Where you can find more informationPage 47

Section 12How to applyPage 47

Booster Innovation Fund7
New Zealand has a reputation for ingenuity and resourcefulness. This practical problem-solving mentality of the past has

been replaced by modern day innovators and researchers seeking to solve global problems and build great businesses

which gives the Fund the potential to positively impact the world we live in.

We believe it is important that we support these ambitious Kiwi businesses with funding that allows them to stay Kiwi

owned for longer, so we can keep jobs and intellectual property here. We want to see these companies realise their growth

potential in international markets and enhance their performance by providing them much needed investment capital.

Since 2018 we have invested in innovation originating from two universities, Victoria University of Wellington and University

of Otago to build a diverse portfolio that can have a meaningful global impact. Through our investment partnerships, we

have seen first-hand how our collective experience alongside our co-investors can help build these exciting businesses of

the future.

The business activities of our current investment portfolio range from medical research aimed at improving human health

and animal welfare, developing drug delivery technology and treating life threatening disease, improving anti-microbial

properties of surfaces, reducing environmental impact, improving energy efficiency, improving crop yield through to

developing software solutions.

We consider that a small allocation of higher risk/ potentially higher return investment opportunities such as in early-stage

businesses is appropriate for Booster’s long-term investment portfolios. And for that reason, we have made a long-term

commitment to support more young businesses become sustainable, to build more valuable partnerships with research

organisations and likeminded investors. Most importantly we are also providing all Kiwis the opportunity to invest in

the future of these young companies, which are traditionally only available to wholesale investors. To demonstrate our

commitment, we share in the investment returns when you do. We don’t charge a base management fee. We will receive a

performance-based fee if the performance of the fund exceeds 10% per annum.

The Fund is listed on the NZX. Traditionally, the lack of liquidity in investing directly in early-stage companies or in specialist

investment funds has been a significant barrier for potential investors. While providing liquidity will continue to be

challenging given the nature of the underlying investments, quotation on the NZX provides an important additional avenue

for our investors.

By pooling funds and investing into these businesses together, we can help keep jobs and the financial benefits of

innovation in New Zealand for longer and recycle Kiwi money back into great Kiwi businesses.

Allan Yeo

Managing Director, Booster

At Booster, we’re passionate about

supporting New Zealand ingenuity

and innovation, and creating funds

that are available to all Kiwi investors.

— Allan Yeo

Booster Innovation Fund8
2. What the Booster Innovation Fund invests in

Key Features of the Fund

The Fund provides investors with an opportunity to invest

in a specialised portfolio of early-stage companies founded

on intellectual property originated or developed in New

Zealand that are selected on the basis that they have the

potential to become commercially successful globally.

The Fund aims to support the development of viable

companies based on intellectual property that create high

value jobs, exports and international opportunities for

New Zealand. The Fund seeks to make it possible for these

companies to continue to grow from New Zealand.

Research, summarised below, has shown that a portfolio

of early-stage companies potentially delivers significantly

higher returns than broader listed equity markets. The

Fund’s investment strategy is to seek to hold a diversified

portfolio of early-stage businesses to maximise the potential

for achieving such a return.

The Fund intends to invest in all stages of company

development from formation through to being an

established business (which are collectively referred to as

‘early-stage’ in this document):

Company formation (or sometimes referred to as ‘seed’).

This is the pre-revenue company establishment stage once

the intellectual property is ready for commercialisation.

It involves the employment of initial staff, formation of

the Board, confirmation of the business model including

product development, market validation and initiating

the company intellectual property strategy. Typically, the

company secures initial investment in the order of $1m and

this takes the company through the first 18 months of its

existence.

Early stage (or sometimes referred to as ‘start-up’).

This stage frequently involves more than one investment

which provides funding for product development, pilot

production, team expansion and the first sales. Capital

funding typically provides the business with sufficient cash

for 2-4 years.

Expansion (or sometimes referred to as Series A, B etc.)

At this stage the company has proven its technology and is

seeking to expand its market share and scale its business

operations and capability.

As a company progresses through these stages, its risk is

normally reduced, particularly the technology and market

risks, the time to profitability reduces, and valuations

typically increase to reflect this.

The Fund’s investments all have a common element –

intellectual property originated or developed in New

Zealand and are seeking to solve global problems and

build great businesses which gives the Fund the potential

to positively impact the world we live in. We (together

with our co-investment partners) have strong networks

and experience in both the public and private sector.

We have established an initial portfolio of investments in

biotechnology, chemistry, physics, engineering, materials

science and data analytics.

3 The (US) Refinitiv Venture Capital index is constructed based on observed valuations of venture-backed firms at discrete points in time, such as during

funding rounds, acquisitions, and exits. The data is extended in a model which then provides more frequent estimates of value based on observable market

indicators, and has a return history dating back more than 25 years. The NZ experience may differ from the US experience, although US investors are

participants in the New Zealand venture capital market.

4 The Wall Street Journal 19 September 2012 – The Venture Capital Secret: 3 Out of 4 Start-Ups Fail, quoting a research paper by Shikhar Ghosh, a senior

lecturer at Harvard Business School.

5 New Zealand Venture Investment Fund report – NZ early stage company investment valuations December 2018.

Investing in Early Stage Businesses

Investment Returns

Guidance on the return potential from early-stage private

company investment can be taken at a high level by

performance analysis of the (US) Refinitiv Venture Capital

Index (previously known as the Thomson Reuters Venture

Capital Index)

3

. While this established index is well

diversified and focused on venture capital (which in the US

can range from start-up companies through to listing or sale

to a larger company), it does provide some insight into the

enhanced risks and potential rewards of investing in this

sector.

Since its inception in 1995, the Venture Capital Index has

risen well ahead of the equivalent listed market (using the

S&P 500 as a proxy), with the excess returns averaging

10% p.a. On a medium term (rolling 5 year) basis, the only

notable period of the venture capital index underperforming

the listed market was following the bursting of the

‘technology bubble’, where index returns were behind the

S&P 500 for five-year periods ending between 2004 and

2007.

Investment Risks

Early-stage equity investing comes with higher risk on an

individual company basis:

• Volatility. The data referred to above also showed that

volatility of returns (the amount of annual variation of

returns) was on average approximately three times

higher than for the listed equity market.

• Failure Rate. As an illustration of high failure rates

in early-stage businesses, the United States National

Venture Capital Association has estimated that 25%-

30% of venture-backed businesses fail, while Harvard

Business School research in 2012

4

estimated that 75%

either fail or only partially return the capital committed

by investors. Both are consistent with typical rules

of thumb in venture capital investment, where two

to three investments out of ten make some capital

return and one or two out of ten investments would be

expected to produce substantial returns, driving overall

results.

Data from New Zealand Venture Investment Fund

5

is

somewhat consistent and indicates that 28% of start-up

investments fail after an average of 4 years. Therefore,

there is a risk that you may not be able to recover your

original investment in part or in whole and/or you may

not receive the returns you expect due to the inherent

risk of early-stage equity investment.

Diversification or investing in a diversified fund, is therefore

key to ensuring the specific investment risk is adequately

mitigated. We utilise our extensive professional networks

to access investment opportunities to help build a diverse

portfolio of investments.

Booster Innovation Fund9
Statement of Investment Policy and

Objectives and Investment Strategy

The Statement of Investment Policy and Objectives (SIPO)

of the Fund and its investment strategy are summarised

below.

Investment Objective

The Fund aims to provide investors with an exposure to a

diversified specialised portfolio of early-stage companies

founded on intellectual property originated or developed in

New Zealand.

Investment Strategy

The Fund will seek to invest in a diversified portfolio of

investments in conjunction with a range of other specialist

investors, across a range of different business sectors and

stages of development to optimise the expected returns

from early-stage investments.

The key elements of the Fund’s strategy are:

• Partnering;

• Diversification; and

• Co-investing.

• Partnering. The Fund will seek to partner with entities

that have expertise in developing and commercialising

intellectual property. For example, we have a close

relationship with Victoria University of Wellington and

University of Otago (through NZIB) and are developing

other similar relationships. We (together with our

investment partners) have extensive experience and

networks in the public and private research sectors in

New Zealand, which gives the Fund greater visibility

and access to investment opportunities as they arise.

• Diversification. The Fund will seek to diversify its

portfolio by investing in many businesses, and intend

for those investments to be spread across a range

of business sectors and technologies and across the

different stages of a company’s development. As we

extend our professional networks with different entities

that have specialised areas of focus or expertise, such

as biotechnology, software or plant research, this

provides increased diversification opportunities.

• Co-investing. The Fund will seek to invest alongside

other investors or companies with relevant expertise

in the field of each new venture to provide the Fund

access to additional investment opportunities and

expertise. For example, we have formed a relationship

with Matū, a New Zealand fund manager specialising

in funding and supporting companies founded on

scientific discoveries. Co-investing has the benefit of

reducing risk (as a greater number of investments can

be made with lower capital committed to any individual

business) and reducing acquisition costs (as due

diligence is performed by those with relevant expertise

and shared across the partners).

Investment opportunities are identified either directly

by us or via our investment partners and co-investors.

Typically, we are reviewing an investment pipeline with

over 40 investment opportunities at any point in time. We

proactively engage our network to identify opportunities at

regular pipeline meetings with co-investors, attendance at

innovation and investment events and discussions with tech

transfer and commercialisation offices at New Zealand’s

Universities and Crown Research Institutes.

The investments are assessed against a range of investment

criteria that consider the quality of the New Zealand

innovation, the quality of the company leadership, market

access, the commitment obtained from a specialist third

party investor and the capital required to build a sustainable

business.

The Fund will balance allocations of capital between seed/

early-stage investment rounds and subsequent expansion

investment rounds to construct its portfolio. Seed/early-

stage investment rounds into any one company will on

average be at a lower amount than placements in expansion

rounds, which could be up to two times higher. The Fund

will have further information about a company’s progress

since the Fund’s seed/early-stage investment and will

be able to review the company’s ability to deliver on its

business plan. This will inform the Fund’s subsequent

investment decision to support companies that are

demonstrating good progress against milestones. The Fund

will typically allocate a larger portion of its total funds to

expansion investment rounds compared to seed/early-stage

investment rounds to help mitigate overall investment risk.

Return Objective

The Fund aims to deliver a significant total rate of return

(net of fees but before tax) that outperforms the NZX 50

Index over rolling 15-year periods.

Investments

While the Fund’s main investments are intended to be in

New Zealand equity securities (including convertible notes

and limited partnership interests), its permitted investments

also include cash, cash equivalents or loans, and to invest

overseas where the business is commercialising intellectual

property originated or developed in New Zealand. The Fund

can obtain these investment exposures either by investing

directly in these investments, or indirectly by investing

in NZIB and other underlying funds such as managed

investment schemes and limited partnerships.

The Fund’s benchmark asset allocation and ranges are as

follows:

Sector

6

BenchmarkRange

Cash and cash

equivalents

7

2%0% - 100%

Equities

7

98%0% - 100%

Fixed Interest0%0% - 25%

6 The Fund can invest in these sectors either by investing directly in these investments, or indirectly by investing in NZIB and other underlying funds such as managed

investment schemes and limited partnerships.

7 The Fund may hold a large proportion of cash for a period of time following receipt of application monies as it seeks to acquire interests in businesses that meet the

investment criteria of the Fund, or following the sale of an investment. Equities includes securities that provide an equity equivalent interest such as convertible notes

and limited partnership interests.

As at the date of this document, the Fund’s majority

investment is in NZIB and it is through that investment that

the Fund obtains exposures to NZIB’s portfolio of early

stage companies to meet the Fund’s benchmark investment

objective and strategy. For a summary of the Fund’s

investment exposures through NZIB as at 31 July 2022, see

Section 2 – What the Booster Innovation Fund invests in.

Borrowing

The Fund is not permitted to borrow, either directly or via

its underlying funds, though this does not preclude the

investee entities themselves from borrowing in the ordinary

course of their business.

Booster Innovation Fund10
Changes to the SIPO and Investment

Strategy

The SIPO and investment strategy for the Fund are

reviewed on at least an annual basis by us or where a

significant event has occurred that would necessitate a

review, such as a change in legislation.

Any changes are formally approved by Booster’s Investment

Committee on advice from the Advisory Board for the Fund.

We may change the SIPO and the investment strategy

from time to time without notifying you. We will consult

with the Supervisor of the Scheme, Public Trust, and give

them written notice of any changes before they take effect.

Investors will be advised of any material changes in the

Scheme’s annual report.

The most current version of the SIPO can be found on our

website www.booster.co.nz

Investment Structure

The Fund invests in a range of early-stage businesses either

directly or via underlying funds.

For example, the Fund currently holds nine investments

directly and its other investments are via units in NZIB.

The current investment structure of the Fund is outlined

below:

Booster Innovation Fund (BIF)

NZ Innovation Booster LP (NZIB)

Amaroq Therapeutics Ltd

Avalia Immunotherapies Ltd

Chitogel Ltd

Ferronova Pty Ltd

Inhibit Coatings Ltd

InsituGen Ltd

Xframe Pty Ltd

TasmanIon Ltd

Alimetry Ltd

Codify Asset Solutions Ltd

Ligar LP

Mekonos Inc

Direct holdingsInvestments held via Matū Fund

Other underlying fund structures may be established as new relationships are formed for the origination of investments or to support investment partnering

arrangements that the Fund may develop.

Allegro Energy Pty Ltd

Marama Labs Ltd

Advemto Ltd

Liquium Ltd

Investments held via NZIB

Hot Lime Labs Ltd

Jaipuna Ltd

Montoux Ltd

Orbis Diagnostics Ltd

PowerON Ltd

Sens

or Holdings Ltd

Cell Co Ltd

BioLumic Ltd

ZeroJet Ltd

Booster Innovation Fund11
Investments

A summary of the Fund’s holdings as at 31 July 2022 is as follows:

CompanyBusiness SectorBusiness Sub-Sector

Business

Development

Stage

Advemto Limited

8

Materials and technologiesScientific InstrumentationSeed

Alimetry Limited

8,9


Life sciences and medical

technologies

Screening and diagnostics –

human health

Expansion

Allegro Energy Pty Limited

8

Energy and clean technologiesEnergy storageSeed

Amaroq Therapeutics

Limited

8

Life sciences and medical

technologies

Life sciences – human health Seed

Avalia Immunotherapies

Limited

8

Life sciences and medical

technologies

Life sciences – human healthSeed

BioLumic IncMaterials and technologiesAgriculture technologiesExpansion

Cell Co LimitedMaterials and technologiesCellular agricultureSeed

Codify Asset Solutions

(CAS) Limited

8,9

Information technology

services

Building industry softwareEarly stage

Chitogel Limited

8

Life sciences and medical

technologies

Biotechnology – human healthExpansion

Ferronova Pty Limited

8

Life sciences and medical

technologies

Screening and diagnostics –

human health

Expansion

Hot Lime Labs LimitedEnergy and clean technologiesCarbon capture for horicultureEarly stage

Inhibit Coatings Limited

8

Materials and technologiesMaterial coatingsEarly stage

InsituGen Limited

8

Life sciences and medical

technologies

Screening and diagnostics –

animal and human health

Expansion

Jaipuna Limited

(trading as Amy.app)

Information technology

services

Education technologiesEarly stage

Ligar Limited Partnership

8,9

Materials and technologiesBiotechnology materialsExpansion

Liquium Limited

8

Energy and clean technologiesAmmonia productionSeed

Marama Labs Limited

8

Information technology

services

Software and measurement

hardware

Early stage

Mekonos Inc

8,9

Life sciences and medical

technologies

Life sciences – human healthExpansion

Montoux Limited

Information technology

services

Life and health insurancesExpansion

Orbis Diagnostics Limited

Life sciences and medical

technologies

Screening and diagnostics –

human health

Expansion

Booster Innovation Fund12
8 Investments are held indirectly via an interest in NZIB.

9 Investments are held indirectly via NZIB which has an interest in the specific investees through an agreement with the Matū Karihi fund.

PowerON LimitedMaterials and technologiesSoft roboticsEarly stage

Sensor Holdings Limited

(trading as StretchSense)

Information technology

services

Augmented and

virtual reality

Expansion

TasmanIon Limited

8

Energy and clean technologiesEnergy storageSeed

XFrame Pty Limited

8

Materials and technologiesConstruction materialsEarly stage

ZeroJet LimitedEnergy and clean technologiesElectric SystemsExpansion

Booster Innovation Fund13
The net asset value of the Fund at 31 July 2022 is $10.6 million.

Each investment is founded on intellectual property and inventions from one of New Zealand’s leading research institutions

and New Zealand private sector.

Portfolio value by individual holding

This chart shows the relative size of each of the 25 investments in which the Fund held an interest in as at 31 July 2022 (as a

proportion of NAV). Commercial confidentiality obligations restrict the identification of each investment.

0%25%

100%

50%

75%

Information on each of the investments held by the Fund as at the date of this document is provided below. Further

information is available on the website of each of the companies, which you can reach by following the links below, or from

our website at www.booster.co.nz.

University of Auckland

University of Waikato

Waikato Institute of Technology

Massey University

University of Canterbury

University of Otago

Victoria University of Wellington

Malaghan Institute of

Medical Research

Auckland Private Sector

Wellington Private Sector

Callaghan Innovation

58% Expansion

27% Early Stage

Portfolio value by business stagePortfolio value by sector

17% Information

services

technology

28% Materials &

technologies

37% Life sciences

& medical

technologies

14% Seed

17% Energy & clean

technologies

1% Cash

1% Cash

Booster Innovation Fund14
Life Sciences and Medical Technologies Company Summaries

The Fund has holdings in the following companies developing technologies discovered in New Zealand to improve

healthcare and patient outcomes.

Alimetry Limited

Alimetry has developed a US FDA approved wearable,

non-invasive medical device and software platform

for the rapid and detailed diagnosis of a range

of gastrointestinal (GI) disorders. Their objective

measurement approach improves the traditional

“symptoms approach” diagnostics, reducing

uncertainties, time, and cost, to both patients and

clinicians.

Developed at the University of Auckland’s

Bioengineering Institute, Alimetry is built on more than

a decade of fundamental research in both clinical and

academic settings, led by Professor Greg O’Grady

as CEO. The company is working closely with Key

Opinion Leaders (KOLs) within the GI field to establish

their presence within the market.

Shareholding range0 - 5%

Company establishment2019

Sub-Sector

Screening and diagnostics –

human health

Company stageExpansion

Key people

Greg O’Grady, Armen

Gharibans

Directors

Armen Gharibans, Daniela

McKenzie, Lovina McMurchy,

Gregory O-Grady, Siro Perez

Websitealimetry.com

Technology originUniversity of Auckland

Amaroq Therapeutics Limited

Amaroq Therapeutics, a biotech spun out of

University of Otago, is advancing its programs to

develop next-generation RNA therapy to target cancer.

The Amaroq Therapeutics team, led by Chief Scientific

Officer and founder, Dr Sarah Diermeier, are exploring

the use of lncRNA molecules as therapeutic targets

and diagnostic markers in the treatment of cancer.

They will be working on therapies to treat common

cancers such as breast, colorectal and liver cancer.

The study of long non-coding RNAs (lncRNAs),

often referred to as “dark matter” of the genome,

are molecules naturally present in cells. They have

become a focus of research globally as they can act as

key cell regulators despite not coding for proteins.

Shareholding range5 -10%

Company establishment2021

Sub-SectorLife sciences – human health

Company stageSeed

Key people

Dr Sarah Diermeier, Phil

Kearney

Directors

David Christensen, Duncan

Mackintosh, Alex Tickle

Websiteamaroqtx.com

Technology originUniversity of Otago

Booster Innovation Fund15
Avalia Immunotherapies Limited

Avalia’s proprietary vaccine and immunotherapy

platform generates robust and targeted immune

responses for the prevention and treatment of

infectious disease and cancer. Avalia’s platform is

patent protected with over 25 granted patents around

the world.

The company’s lead product AVA2100 is targeting a

cure for the 250+ million people living with chronic

hepatitis B infection – a liver-related disease. With no

effective cure, chronic hepatitis B can lead to cirrhosis

of the liver, liver cancer and the requirement for a liver

transplant, and globally results in 1 million deaths per

annum.

Through collaborations, Avalia is also developing

a pipeline of treatment vaccines and new immune-

targeting treatments for cancer.

Shareholding range

10 - 15%

(including convertible notes)

Company establishment2015

Sub-SectorLife sciences – human health

Company stageSeed

Key people

Dr Ian Hermans, Dr Gavin

Painter

DirectorsTim Bennett, Dr Shivali Gulab

Websiteavaliaimmunotherapies.com

Technology origin

Victoria University of

Wellington and Malaghan

Institute of Medical Research

Chitogel Limited

Chitogel is a medical device company with an

advanced manufacturing facility based in Lower Hutt.

They sell medical kits in multiple international markets

that optimise the wound healing environment and

improve patient outcomes following sinus surgery.

Originating from University of Otago research,

Chitogel's developments are backed by over 10

years of research and clinical evidence, including

17 published studies and scientific papers and the

observation of successful outcomes of sinus surgeries.

Shareholding range0 - 5%

Company establishment2014

Sub-Sector

Biotechnology – human

health

Company stageExpansion

Key peopleBlair Stewart, Stephen Meyer

Directors

Simon Robinson, Philip Royal,

Nickolaos Samaras,

Peter Wormald

Websitechitogel.com

Technology originUniversity of Otago

Booster Innovation Fund16
Ferronova Pty Limited

Ferronova is a cancer diagnostics company,

developing surgical oncology tracer systems for

improving the staging of complex cancers.

More than 40% of people will be diagnosed with

cancer during their lifetime. Successful cancer

treatment relies on accurate staging of how far,

and where cancer has spread from a primary

tumour. Studies in colorectal cancer show up to

27% of patients with early-stage disease have

micro-metastasis in lymph nodes that are currently

undetected.

Ferronova’s injectable magnetic and fluorescent

tracers are designed to less invasively, more quickly,

and more accurately map the pathways of the spread

of cancer to lymph nodes.

Shareholding range0 - 5%

Company establishment2016

Sub-Sector

Screening and diagnostics –

human health

Company stageExpansion

Key peopleStewart Bartlett

Directors

John Parker, Paul Butler,

Tamara Mills

Websiteferronova.com.au

Technology origin

Victoria University of

Wellington, University

of South Australia and

University of Sydney

InsituGen Limited

InsituGen has developed a new testing platform for

the detection of anabolic drugs in biological samples.

Their tests can be used to detect performance

enhancing drug use in animals, human athletes and

food sources such as nutritional supplements.

The initial product focus for its technology is directed

towards detecting doping in the equine industry and

they have partnered with Berlinger Special AG, a

global supplier of doping control equipment to extend

their market reach.

Shareholding range10 - 15%

Company establishment2020

Sub-Sector

Screening and diagnostics –

animal and human health

Company stageExpansion

Key people

Dr Stefan Blickling,

Alison Heather

Directors

Stefan Blickling, David

Christensen, Oliver Gehrig,

Gary Pace, Roland Toder

Websiteinsitugen.com

Technology originUniversity of Otago

Booster Innovation Fund17
Mekonos Inc

Mekonos is focused on improving how drugs are

delivered to patients and enabling highly-potent

cell therapy approaches. This is being achieved with

their custom-developed silicon chips, each holding

thousands of individually moving nano-needles, which

are used to carry drug cargo that can be injected into

the nucleus of cells. This can help to improve uptake

and reducing waste.

The initial concept originated from a PhD project at

the University of Canterbury. Founding stakeholders

determined that the company needed to be based in

the US, where major innovations in cell therapy are

being developed to advance its commercialisation.

Shareholding range0 - 5%

Company establishment2016

Sub-SectorLife sciences – human health

Company stageExpansion

Key peopleAnil Narasimha

Directors

Kurt Keilhacker, Anil

Narasimha, Neil Tiwari

Websitemekonos.com

Technology originUniversity of Canterbury

Orbis Diagnostics Limited

Orbis is addressing global healthcare challenges by

making personalised diagnostic testing simple and

accessible in multiple settings.

The Orbis Arca is a minimally invasive microfluidic

device, that is web-enabled, and uses small samples

for a range of diagnostic tests, at the point of care.

The company is working with pharmacy chains and

partners to bring its tests to market in New Zealand

and overseas.

Shareholding range0 - 5%

Company establishment2016

Sub-Sector

Screening and diagnostics –

human health

Company stageExpansion

Key people

Damien Camp, Miriam

Cather Simpson, David

Williams

Directors

Vijay Aggarwal, Allan

Goldberg, Kieran Jina,

Miriam Cather Simpson,

Sarah Park

Websiteorbisdiagnostics.com

Technology originUniversity of Auckland

Booster Innovation Fund18
Codify Asset Solutions Limited

Codify Asset Solutions (CAS) has developed a

software platform that automates compliance,

management, and auditing in a transparent manner

based on open standards.

Developed out of research at the University of

Auckland’s School of Computer Science, CAS

is initially focusing on the AECO (Architecture,

Engineering, Construction, Operations) industries,

supporting the ISO-standard BIM (Building Information

Modelling) and other open standards. The core of

CAS software solutions, ACABIM, is a computational

engine that can perform complex calculations and

navigate through regulations and standards in a

verifiable manner. It can be used to automatically

check various aspects of a building design model

against regulatory requirements for compliance.

This can reduce costs and improve productivity in

the industry. ACABIM has been incorporated into

several software solutions by CAS to assist with land

development, planning through to construction,

facilities operations, and asset management.

Shareholding range0 - 5%

Company establishment2018

Sub-SectorBuilding industry software

Company stageEarly stage

Key peopleJohannes Dimyadi

Directors

Robert Amor, Craig Brown,

Kenneth Erskine

Websitecas.net.nz

Technology originUniversity of Auckland

Jaipuna Limited (trading as Amy.app)

The team at Jaipuna have developed a private

tutoring software platform, Amy, for maths which

is underpinned by artificial intelligence. This aims

to make learning maths easy for everyone. Amy

supports learning by giving students feedback and

automatically filling their knowledge gaps as they

learn.

The company’s mission is to democratise education

and make learning maths and other subjects easier for

everyone around the world. They also work with other

education providers and companies and embed Amy

into their systems to reach more students.

Shareholding range0 - 5%

Company establishment2014

Sub-SectorEducation technologies

Company stageEarly stage

Key people

Raphael Nolden,

Dr Jurgen Brandstetter

Directors

David Moskovitz,

Raphael Nolden

Websiteamy.app

Technology originPrivate sector

Information Technology Services Company Summaries

The Fund has holdings in the following companies developing software solutions to maximise the use of data to improve

customer outcomes and value.

Booster Innovation Fund19
Marama Labs Limited

Marama Labs develops scientific hardware and data

analytics solutions to help industrial customers, such

as wineries, improve the quality of their products.

At the core of Marama Labs’ platform is its

spectrophotometer, the CloudSpec, that accurately

analyses light spectra in cloudy liquids.

The device can measure components of wines, such

as colour and mouthfeel, at early production phases

of winemaking, which has previously been difficult to

do. The CloudSpec data gives winemakers insights on

their wines throughout production, allowing them to

monitor and control wine style and tailor their wine

styles towards consumer preferences.

Over time, Marama Labs aims to expand to

other markets where it is critical to understand

the underlying chemistry of a cloudy liquid (e.g.

beverages, pharmaceuticals, and wastewater).

Shareholding range10 - 15%

Company establishment2019

Sub-Sector

Software and measurement

hardware

Company stageEarly stage

Key people

Dr Brendan Darby,

Dr Matthias Meyer,

Prof Eric Le Ru

Directors

Mark Bregman, Charles

Wardman, Eric Le Ru, Maria

Jose Alvarez Benavides

Website

maramalabs.com

cloudspec.co.nz

Technology origin

Victoria University of

Wellington

Montoux Limited

Montoux provides its actuarial automation and

decision science platform specifically designed for

life and health insurers. Their software platform

combines actuarial science, data science, and AI-

based optimissation algorithms, helping insurers drive

value in new business and in-force portfolios while

supporting them to operate smarter, faster, and leaner.

Legacy actuarial systems and workflows can limit

life and health insurers' ability to make data-driven

decisions and meet modern customers' expectations.

Montoux's Actuarial Automation and Decision

Science platform helps insurers to leverage cutting-

edge technology and new data sources to improve

commercial results and optimize actuarial resources.

Customers include several major insurance providers

across the United States, Asia Pacific, and the United

Kingdom.

Shareholding0 - 5%

Company establishment2012

Sub-SectorLife and health insurance

Company stageExpansion

Key people

Geoff Keast, Klaas Stijnen,

Gert Verhoog

Directors

Allan Dawson, Ian Knowles,

Klass Stijnen, Sergio van

Dam, Claudia van der Salm

Websitemontoux.com

Technology originPrivate sector

Booster Innovation Fund20
Sensor Holdings Limited (trading as StretchSense)

StretchSense produces motion capture gloves that

combine stretchable sensors and machine learning to

provide finger tracking for the animators and game

developers building the future of virtual worlds and

the metaverse.

The soft stretchable sensors used in the company’s

products were originally developed at University of

Auckland. Stretch sensors are used for measuring

the subtle movements of the human body as they

are highly accurate and do not suffer from occlusion,

drift or magnetic interference — factors that limit the

effectiveness of other types of motion capture sensors.

Headquartered in New Zealand, the team also have

international presence in Los Angeles, Seattle and

Edinburgh to provide close support for their customers

in North America and Europe. They also work with

industry representatives in China and Japan to support

growing demand for their quality motion capture

technology in those regions.

Shareholding range

0 - 5% (being the estimated

holding following conversion

of notes).

Company establishment2019

Sub-SectorAugmented and virtual reality

Company stageExpansion

Key peopleBen O’Brien, Todd Gisby

Directors

Iain Anderson, John Kells,

Benjamin O’Brien, Chintaka

Rangatunga, Michael Kelly

Websitestretchsense.com

Technology originUniversity of Auckland

Booster Innovation Fund21
BioLumic Inc

BioLumic uses UV light signals to unlock the natural

genetic potential of seeds and seedlings—without

requiring use of chemicals or genetic modification.

BioLumic’s technology, originating from Massey

University, triggers biological mechanisms that

have demonstrated increases in plant yield, vigour,

and disease resistance. With global food demand

increasing significantly, this is expected to be an

important advancement in food production methods.

In soybean seeds, the company has shown it can use

light signals to help produce traits and yield benefits

that stack onto other treatments. In medical cannabis

crops, the company’s products have been shown to

increase yield by over 40%.

Shareholding range0 - 5%

Company establishment2012

Sub-SectorAgriculture technologies

Company stageExpansion

Key people

Steve Sibulkin, Jason

Wargent

Directors

John Bedrock, Mary-Katerine

Dimou, Mark Brown, Adrian

Percy, Steven Sibulkin, Dean

Tilyard

Websitebiolumic.com

Technology originMassey University

Materials and Technologies Company Summaries

The Fund has holdings in the following companies developing novel materials, technologies and systems that have uses in

multiple industries.

Advemto Limited

Advemto is developing ultrafast spectroscopy tools.

Spectroscopy is used in virtually all fields of science

and technology to investigate and explore the nature

and properties of matter. Ultrafast spectroscopy

uses extremely short lights pulses to measure fast

dynamics.

Their spectrometers reduce the time it takes to collect

data from many hours or days down to just minutes,

while allowing measurement dynamics in proteins, as

well as solar cells, LEDs, and photonics materials.

The company is currently selling to academic groups

and has established distribution with an international

distributor to expand their reach internationally.

Shareholding range15 - 20%

Company establishment2022

Sub-SectorScientific instrumentation

Company stageSeed

Key people

Professor Justin Hodgkiss,

Peter Lai

Directors

Andrew Chen, Justin

Hodgkiss, Xia Huang

Websiteadvemto.com

Technology origin

Victoria University of

Wellington

Booster Innovation Fund22
Inhibit Coatings Limited

Microbial contamination is a deadly issue. Inhibit

Coatings is on mission to save lives by preventing

the spread of dangerous pathogens in hygienic

environments.

Inhibit Coatings produces highly effective

antimicrobial surface coatings. These coatings work

to inhibit the growth of microbial contamination

and outbreaks in facilities with high hygiene and

sanitisation requirements such as food and beverage,

healthcare, and transport.

Inhibit Coatings works with end-users and suppliers

to develop antimicrobial coatings for a range of

applications including flooring, walls, textiles, and

filters.

Shareholding range0 - 5%

Company establishment2016

Sub-SectorMaterial coatings

Company stageEarly stage

Key peopleEldon Tate

Directors

Hayden Nicholson, Tijs

Robinson, James Johnston

Websiteinhibitcoatings.com

Technology origin

Victoria University of

Wellington

Cell Co Limited

Cell Co, produces living and non-living ingredients for

the production of the fast growing cultivated meats

sector.

The company has identified a gap in the market - the

need for high quality, fully characterised, commercial

grade cells to support the rapid growth of the

alternative meats sector.

There is currently limited access to commercial cell

lines and companion products for cultivated meat

production, meaning companies must develop cell

lines from scratch, and the industry currently has no

standardisation in a research and commercial context

and capability to deliver is currently limited.

The team aim to address the limiting factors in scaling

production of cultivated meats and providing New

Zealand cell lines that are sourced from high health

status livestock, decreasing regulatory barriers with an

immediate focus on GMO-free products.

Shareholding range0 - 5%

Company establishment2022

Sub-SectorCellular agriculture

Company stageSeed

Key people

Laura Domigan, Olivia

Ogilvie, Vaugh Feisst

Directors

Laura Domigan, Olivia

Ogilvie, Andrew Chen,

Shivali Gulab

Technology originUniversity of Auckland

Booster Innovation Fund23
Ligar Limited Partnership

Ligar is commercialising a technology called

Molecularly Imprinted Polymers (MIPs), which allow

for high-selectivity capture, filtering, and extraction

of molecules at scale. With versatile applications,

including pollution and contaminant removal, flavour

and substance rebalancing, high-value molecule

extraction, and compound quality improvement, Ligar

has market application across multiple industries.

Originally developed at Waikato Institute of

Technology (Wintec) and the University of Waikato,

Ligar currently targets three global applications

including removing smoke taint from wine,

decaffeination and sugar rebalancing processes, and

cannabinoid extraction. The company’s technology

is protected by patents and trade secrets, with

opportunities in the future for further filings.

Shareholding range0 - 5%

Company establishment2015

Sub-SectorBiotechnology materials

Company stageExpansion

Key peopleAiden Tapping (MD)

Directors

Simon Lovatt, Craig

McFarlane, Aiden Tapping,

Andrew West (Chair)

Websiteligar.nz

Technology origin

University of Waikato

Waikato Institute of

Technology

PowerON Limited

PowerON’s soft, multifunctional robotic structures aim

to revolutionize robots and their future uses. Enabling

soft, friendly, lifelike robots with a sense of touch

can interact with users and their environment more

naturally.

PowerON’s proprietary technology can open up new

products and applications, not only in robotics, but in

automation, e-commerce, agritech, and medical.

PowerON’s vision is to enable the use of intelligent

robots and soft devices in daily life, at work and at

home; where physicians, physiotherapists and nurses

can train with life-like models of the human body;

where prosthetics do not hurt after an entire day of

wear and feel like natural limbs; and where industrial

workers will be supported by biomimetic robots that

are accepted as real helpers, not cold, unfriendly,

machinery.

Shareholding range5 - 10%

Company establishment2019

Sub-SectorSoft robotics

Company stageEarly stage

Key people

Ernst-Friedrich Markus

Henke, Katherine Elizabeth

Wilson

Directors

Stephen Flint, Ross Green,

David Hemmi, Gregory

Sitters

Websitepoweron.one

Technology originUniversity of Auckland

Booster Innovation Fund24
XFrame Pty Limited

XFrame™ is a recoverable and reusable framing

system for the next generation of sustainable building

construction. XFrame™ aims to replace the current

waste-creating approach of platform timber framing

with a structure that enables all adjoining wall

layers (things like internal wall linings, insulation and

cladding) to be connected in a reversible manner that

maintains building integrity.

The XFrame™ product makes recovering and

separating building materials fast and easy and it aims

to become financial best practice to recover and reuse

XFrame

TM

materials rather than dispose of them.

Shareholding range5 - 10%

Company establishment2020

Sub-SectorConstruction materials

Company stageEarly stage

Key people

Ged Finch, Carsten

Dethlefsen

Directors

Brett Jackson, Carsten

Dethlefsen

Websitexframe.com.au

Technology origin

Victoria University of

Wellington

Booster Innovation Fund25
Allegro Energy Pty Limited

Allegro Energy are developing safe, clean and

green energy storage solutions for use in range of

applications, including electric mobility (scooters and

bicycles), in power grid stabilisation settings and for

enabling uninterrupted power supply.

The patented invention, originally developed at

Victoria University of Wellington is a water-based

electrolyte system that has overcome voltage

limitations that typically hinder other solutions.

Shareholding range0 - 5%

Company establishment2021

Sub-SectorEnergy storage

Company stageSeed

Key people

Thomas Nann, Fraser

Hughson, Rohan Borah

Directors

Thomas Nann, Fraser

Hughson, Rohan Borah

Websiteallegro.engery

Technology origin

Victoria University of

Wellington

Energy and Clean Technologies Company Summaries

The Fund has holdings in the following companies developing novel materials and technologies to improve the production,

use or storage of energy and other clean technologies.

Hot Lime Labs Limited

Hot Lime Labs are developing CO

2

capture solutions

for high tech, hydroponic greenhouses that produce

food crops. Growers currently add CO

2

gas to feed

plants, increasing yields by up to 25%, however

current CO

2

demand outstrips supply and costs are

rising worldwide.

Hot Lime Labs’ technology uses patented limestone

pellets combined with novel engineering to produce

sustainable CO

2

. This allows growers to reduce their

carbon footprint while being more cost-effective,

providing a green alternative to the traditional fossil-

based sources of CO

2

, natural gas and liquid CO

2

.

Shareholding range0 - 5%

Company establishment2014

Sub-Sector

Carbon capture for

horticulture

Company stageEarly stage

Key people

Vlatko Materic, Tijs

Robinson, Mohammad

Nusheh

Directors

David Williams, Garry Bluett,

Vlatko Materic

Websitehotlimelabs.com

Technology originCallaghan Innovation

Booster Innovation Fund26
TasmanIon Limited

TasmanIon is developing aluminium ion batteries for

use in grid storage and portable applications. The

materials being used are potentially more sustainable

as they will not rely on diminishing supplies of cobalt

and lithium.

The advantage of using aluminium ion batteries

against other available options (lithium Ion) is the

cheaper and more available raw material.

Shareholding range5 - 10%

Company establishment2021

Sub-SectorEnergy storage

Company stageSeed

Key peopleShalini Divya, Thomas Nann

Directors

James Johnston, Stuart

McKenzie, Ashwath

Sundaresan

Websitetasmanion.com

Technology origin

Victoria University of

Wellington

Liquium Limited

Ammonia production is one of the largest chemical

industrial processes. The current 100-year-old Haber-

Bosch process to produce ammonia has a large carbon

footprint requiring extremely high temperatures and

high pressures and harsh feedstock for production.

Due to the harsh reaction conditions and feedstock

sources, Liquium estimates that for each tonne of

ammonia produced this results on average three tons

of carbon dioxide emission.

Liquium is on a mission to scale and develop its novel

catalyst to produce ammonia in a more efficient, lower

cost and decentralized manner that will facilitate

the deployment of the hydrogen economy alongside

renewable energy and potentially supply the maritime

sector with an alternative clean liquid fuel.

The immediate focus for Liquium is to demonstrate

significant scale of ammonia production and build

partnerships with key stakeholders in the ammonia,

hydrogen, renewable energy, and maritime sectors.

Shareholding range5 - 10%

Company establishment2022

Sub-SectorAmmonia production

Company stageSeed

Key people

Franck Natali, Jay Chan, Paul

Geraghty

Directors

Miriam Anne Barnett, Franck

Natali, Greg Sitters, John

Worth

Websiteliquium.nz

Technology origin

Victoria University of

Wellington

Booster Innovation Fund27
ZeroJet Limited

Zero Jet was established to develop electric

propulsion systems to eliminate the need for

combustion engines on small watercraft.

ZeroJet estimate a significant reduction in

environmental impact can be achieved with their

systems.

The company will work with boat builders locally

and internationally to expand and develop systems

for larger tender boats to eliminate the need for

combustion engines on small watercraft.

Shareholding range0 - 5%

Company establishment2015

Sub-SectorElectric systems

Company stageExpansion

Key peopleRebecca Rempel, Neil Mans

Directors

Neil Mans, Rebecca Rempel,

Mark Robotham, Mark Stuart

Websitezerojet.com

Technology originPrivate sector

Booster Innovation Fund28
Acquisition of Investments since

31 March 2022

Units in NZ Innovation Booster Limited Partnership

(NZIB)

An additional follow-on investment in Alimetry Limited was

made on 19 July 2022, relating to a further capital raise by

the company, by purchasing additional units in NZIB.

An additional follow-on investment in InsituGen Limited

was made on 20 July 2022, relating to a capital raise by the

company, by purchasing additional units in NZIB.

A new investment in Advemto Limited was made on 10

June 2022 relating to a capital raise by the company, by

purchasing additional units in NZIB.

A new investment in Liquium Limited was made on 15 July

and 20 July 2022, relating to a capital raise by the company

by, purchasing additional units in NZIB.

The units in NZIB acquired since 31 March 2022 are valued

at $1.257 million at 31 July 2022.

An independent valuation has not been obtained in

respect of the acquisition of these investments as we

(in conjunction with NZIB) consider we have sufficient

information and expertise to assess their value. A specific

review of the investment valuations was performed by NZIB

and us in anticipation of the purchase of the units in NZIB

by the Fund, applying the valuation approach outlined in

Section 4 - How the Booster Innovation Fund works.

ZeroJet

The interest in ZeroJet Limited was purchased on 3 May

2022 and 1 July 2022 following a capital raise by the

company. This investment is valued at $574,464 at 31 July

2022.

Orbis Diagnostics Limited

The interest in Orbis Diagnostics Limited was purchased on

20 May 2022 following a capital raise by the company. This

investment is valued at $250,008 at 31 July 2022.

Hot Lime Labs

The interest in Hot Lime Labs Limited was purchased on

1 July 2022 following a capital raise by the company. This

investment is valued at $361,000 at 31 July 2022.

Cell Co Limited

The interest in Cell Co Limited was purchased on 12

July 2022 following a capital raise by the company. This

investment is valued at $125,000 at 31 July 2022.

An independent valuation has not been obtained in respect

of these investments as we (in conjunction with our co-

investors) consider we have sufficient information and

expertise to assess their value when applying our valuation

approach outlined in Section 4 – How the Booster Innovation

Fund works.

Our Investment Partners

A key element of the Fund’s strategy is to establish strong

partnerships with entities that have expertise in developing

and commercialising intellectual property.

We have formalised a partnering relationship with the

following entities:

Wellington UniVentures, the commercialisation

company of Victoria University of Wellington

• Victoria University of Wellington supports the

commercialisation of intellectual property through a

dedicated company – Victoria Link Limited (trading as

Wellington UniVentures) which has been operating for

nearly 30 years.

• Wellington UniVentures support the commercialisation

of university owned intellectual property arising from

research, provides financial support and specialist

expertise to develop and de-risk university originated

innovations and works with the innovators to

commercialise developments. Wellington UniVentures

has a substantial pipeline of innovations and potential

new start-ups.

• In July 2018, NZ Innovation Booster Limited Partnership

(NZIB) was established between Wellington

UniVentures and Booster Financial Services Limited.

The partnership was established to introduce privately

sourced funding and allow Wellington UniVentures to

recycle its capital into further developing the emerging

pipeline of intellectual property innovations at Victoria

University of Wellington.

• The NZIB board (which has representatives from both

Wellington UniVentures and Booster Financial Services

Ltd) is responsible for assessing and monitoring

investment opportunities on behalf of the limited

partners (of which this Fund is one).

• The Fund, through its interest in NZIB, has an interest

in several businesses originating from Victoria

University of Wellington.

Otago Innovation Limited, the technology office of

University of Otago

• Similarly to Victoria University of Wellington, University

of Otago supports the commercialisation of technology

through Otago Innovation Limited (OIL). OIL has a

similar pipeline of potential investments to Wellington

UniVentures.

• OIL subsequently joined NZIB as a partner in April

2020 for the same purpose in respect of University of

Otago intellectual property.

• The Fund, through its interest in NZIB, also has

an interest in several businesses originating from

University of Otago.

The NZIB partnership is a unique and very valuable

relationship to the Fund. It provides the Fund with a

source of regular investment opportunities, each of which

are known by and have received active support from the

relevant university commercialisation companies who have

expertise relevant to the business.

Matū

• Matū Karihi (Matū) is a venture capital fund that

specialises in investing in early-stage companies

involved in science and technology.

• In 2021, Matū and NZIB entered an agreement to

beneficially hold shares in specific businesses on behalf

of each other. These interests have been assigned to

the Fund. The Fund therefore beneficially holds an

interest in Mekonos Inc., Codify Asset Solutions Ltd,

Ligar LP, and Alimetry Ltd.

• Matū and the Fund have also established a partnership

to syndicate, and each directly invest in new

opportunities together, with the first such investment

being PowerON Ltd.

None of Wellington UniVentures, OIL or Matū receive any

consideration directly or indirectly related to the partnering

arrangements with us, nor hold units directly in the Fund.

We also have strong collaborative relationships and

Booster Innovation Fund29
informal networks with a number of other organisations and

investors that specialise in incubating and supporting early-

stage businesses.

Management of the Fund

As manager, we are responsible for managing the day-to-

day activities required for the Fund. These duties include:

• managing the investments of the Fund in accordance

with the SIPO;

• through its investment partners, co-investor network

and broader professional network, identifying

investment opportunities for the Fund;

• assessing the credentials and experience of investment

partners and co-investors;

• assessing investment performance and valuations of

existing investments in conjunction with investment

partners;

• assessing investment opportunities against the Fund’s

investment criteria in conjunction with investment

partners;

• investor communications;

• administration of the unitholder register; and

• compliance with relevant legislation and regulations.

We have established a professional and highly experienced

team to manage this Fund:

• The manager’s Board of Directors takes overall

responsibility for the Fund.

• The Investment Committee is responsible for the

Fund’s investment strategy, including establishing and

monitoring relationships with investment partners,

portfolio allocation, and investment decisions and

ongoing monitoring for direct investments. Investment

decisions and monitoring is delegated to a specialised

investment sub-committee to reflect the specialist

expertise required in this sector.

• The Advisory Board provides oversight and support

to the management team and advises the Investment

Committee and Board on investment opportunities,

investment partners, investment strategy and

valuations.

• The Management Team comprises the key people

involved in the critical day to day operation of the

Fund. Where required, the Management team can

provide direct support and assistance to the investee

companies.

The manager’s Board of Directors

John Selby, Mt Maunganui

BC, CA (NZ Institute of Chartered Accountants), Member of NZ Institute of Directors

John is the Chair and an independent director. He brings a wealth of experience from

his 37-year career with PricewaterhouseCoopers, of which 25 years was as a partner

in advisory and assurance. John has experience across a range of industries, including

financial services and currently holds a number of governance roles. This includes

Wellington UniVentures, the company that supports the commercialisation of innovation

developed within Victoria University of Wellington, and NZ Innovation GP Ltd, the general

partner of NZIB.

Allan Yeo, Brisbane Australia

BCA (Hons), BA

Allan is a director and the Managing Director of our parent company, Booster Financial Services

Limited. He has held a number of senior banking roles with Barclays Bank PLC in New Zealand,

Australia and the United Kingdom and was previously the Managing Director of Tranzact

Financial Services Limited, which was an ASX listed company.

Paul Foley, Wellington

BCA/LLB, Chartered Fellow, NZ Institute of Directors

Paul is a director and the Chair of the board of directors of our parent company, Booster

Financial Services Limited. Paul is a consultant with MinterEllisonRuddWatts. He has over 30

years’ experience working with companies in the financial services, manufacturing and energy

fields and is a past director of NZX and ASX listed companies.

Bruce Edgar, Wellington

BCA

Bruce is a director and has over 30 years’ direct experience across a range of roles in the funds

management industry with companies including Southpac Investment Management Limited/

National Bank of New Zealand Limited, Trustees Executors Limited, BNZ Investment Management

Limited, State Street Global Advisors and BlackRock Investment Management (Australia) Limited.

Booster Innovation Fund30
Jenny Morel, Wellington

MA, BSc

Jenny is the Chair of the Advisory Board. Following a number of years in investment banking,

Jenny established her own mergers and acquisitions company working with young high growth

technology companies with global ambitions. She then moved into venture capital and during the

past 20 years, Jenny has been an investor and director of many early stage businesses, and has

developed a strong reputation for her expertise in this specialised area.

Jenny is now founder & Managing Director of Morgo, a community of people building technology

and other high growth companies going global.

John Selby, Wellington

See John's details on previous page.

The Advisory Board

The Investment Sub-Committee

Nic Craven, Wellington (Chief Investment Officer and Investment Committee Chair)

CFA, BSc, BCA(Hons)

Nic has over 15 years' experience in investment analysis, having originally joined Booster in 2004.

He has held a number of specialist portfolio management and analysis roles covering fixed interest

portfolios, equities, currencies and overall asset allocation. Nic is a CFA Charterholder.

Melanie Templeton, Wellington

Bachelor of Business Information – Marketing and Communications

Mel is an independent director, and has a strong background in governance, risk and assurance

and regulatory compliance as well as significant experience in financial services, specifically

around fintech and retail banking.

Brendon Doyle, Wellington (Investment Committee Member)

BBS, COP Management Accounting and Auditing

Brendon brings 30 years of financial markets experience, working in both the private and

government sectors. Brendon has held senior roles with New Zealand Treasury, Westpac Banking

Corporation, and the Rural Bank.

Duncan Wylie, Wellington (Investment Committee Member)

LLB

Duncan has previously led an internal merger and acquisition team for a major New Zealand

entity, was a corporate finance partner and Ernst & Young for 13 years, and was with an

international bank for 14 years of which 6 years as New Zealand country manager.

Booster Innovation Fund31
Melissa Yiannoutsos, Wellington (Investment Committee Member and Innovation Funds Manager)

See Melissa’s details above.

Alison Payne, Wellington (Chief Operating Officer)

Alison is the Chief Operating Officer for the Booster Group and has been with Booster since

2007. Alison has over 20 years’ experience in investment banking and energy markets, focusing

on settlement and administration, and also has a strong business analyst background from the

various roles she has performed during her career.

Key Management Team Personnel

See Section 9 - About Booster and others involved in the Fund for more information about us.

Melissa Yiannoutsos, Wellington (Investment Committee Member and Innovation Funds Manager)

BCA

Melissa has over 20 years’ experience in the investment and science commercialisation sectors.

She completed her commerce degree at Victoria University of Wellington and Entrepreneur

Programme at Massachusetts Institute of Technology. She has had technology commercialisation

roles in both the public and private sectors. She has had executive and director roles in

technology start-up companies leading strategic growth and capital raising, establishing

international sales and negotiating key partnerships.

Booster Innovation Fund32
Purpose of the Offer

The purpose of this offer is to enable the Fund to purchase

additional early-stage investments and increase the

diversification of its portfolio in line with the investment

strategy of the Fund. Money invested from direct investors

in the Fund will be combined with moneys invested by other

Booster managed investment schemes that have a portion

of their investment allocation invested in the Fund. The

application money received by the Fund will initially be held

as cash until suitable investments are found. Please note

that:

• It is not known how much money will be raised under

this offer or of its timing. The size of the Fund following

the issue of units under this offer will determine how

many investments the Fund can purchase.

• The scale and number and timing of investment

opportunities made by the Fund from the money raised

cannot reasonably be predicted due to the availability

of suitable investment opportunities.

• As this is a long-term investment, the likely rate of

return from the Fund and the timing of when any

return may be earned over the short term is inherently

uncertain and cannot be predicted nor any reasonable

assumption be used.

There is no minimum amount required to be raised under

this offer and there is no underwriting in respect of this

offer. As this offer of units in a managed investment scheme

will remain open on an ongoing basis, the pace at which the

Fund can pursue its investment strategy will be determined

by the amount and timing of new money it receives. New

units in the Fund will generally only be issued to investors

once a month, on the first business day of each month.

To provide the Fund with a committed supply of future

capital, we may seek to secure the commitment of a

significant capital contribution to the Fund. Any units

issued under such a commitment will be at the prevailing

Unit Price (the net asset value per unit). The costs of such a

commitment (such as brokerage or underwriting fees) may

be charged to the Fund where we are satisfied the costs are

fair and reasonable to all investors, and that securing such a

capital commitment is in the best interests of all investors.

See Section 7 – What are the Fees? for further details.

Future Performance of the Fund

The financial performance of the Fund is related to the

performance of the investment assets it holds directly or

indirectly. The performance of the Fund is most impacted

by the following:

Success of the investee businesses in

commercialising their intellectual property

An early-stage business is a high-risk investment. Many

early-stage businesses fail to achieve their objectives and

often take longer to achieve profitability than expected,

resulting in a low investment return or a total loss of capital

invested.

Key drivers of a successful early-stage business include:

• Success in proving the effectiveness of the technology

and product market fit

This Fund targets investing in businesses that have

developed a new technology or a new application of an

existing technology (its intellectual property). In many

cases, the effectiveness of this technology may not

have been fully proven and may be subject to further

testing or trialling before it is approved (particularly in

the case of biotechnology) or successfully implemented

in a product that has a commercial market.

The development or testing process may be expensive

and/ or time consuming and may require significant

ongoing funding prior to the business being able to

proceed to commercialisation of the technology.

The technical uncertainty that a business faces

significantly affects the value of that business. As the

business successfully achieves technical milestones,

its value may increase significantly, and vice versa, its

failure to achieve technical milestones may result in the

value falling significantly.

• Success in establishing a strong customer base

Even where the technology has been technically

proven, the company still needs to successfully

commercialise that technology. This means the

technology must be able to be delivered to markets in a

cost-effective way that attracts a strong customer base

and allows the business to make a cash profit.

Commercialisation strategies include:

• Licensing the technology or product;

• Manufacturing and selling through proprietary or

existing channels;

• Partnering to enter the market;

• Trade sale (sale of the business to a larger industry

player).

An outright buy-out is a common exit strategy for

investors who invest in early stage businesses.

• Degree of protection of the intellectual property from

imitation

Ground-breaking technology is significantly more

valuable where it is technically proven and protected,

has a strong commercialisation opportunity, and

cannot be easily imitated by competitors. The degree

of uniqueness of the technology, the company’s

intellectual property strategy and protection through

patents may significantly enhance the value of the

business and the returns to the Fund.

• Strong senior team

A successful early-stage business needs to have

experienced, passionate and motivated founders and a

senior team that share a clear vision and are committed

to the business strategy.

In order to improve expected investment outcomes, we

utilise a partnership or co-investing model with other

investors who have experience in the relevant market or

technology and in managing and supporting early-stage

businesses. A formal due diligence process is undertaken

with co-investment partners prior to each investment,

with support and monitoring implemented as considered

appropriate for the business, which may also include taking

a position on the Board of the investee business.

Access to a diversity of investment opportunities

The high-risk nature of investing in early-stage businesses

means that diversification is critical in spreading the

investment risk across a portfolio of investments. Capital

contributions from new and existing investors are required

to provide the Fund with the capital necessary to enable

it to expand from its current investment portfolio of

25 investments to a broader portfolio of more than 40

investments. Having a range of sources of opportunities to

invest will provide greater potential to increase the number

of investments held by the Fund, as well as achieve a wider

range of fields within which they operate, and the stage of

maturity of a particular business.

Booster Innovation Fund33
We have extensive networks across the intellectual

property sector in New Zealand. We recognise that

different parties will provide access to different investment

opportunities, and the intention is to establish strong

links with a number of different parties to ensure the Fund

continues to expand its investment portfolio.

Performance-based fee only, with low fixed costs

A significant cost to many early-stage investment funds is

the entry fee, annual management fee and other related

charges that are charged by the investment manager of the

fund. Fixed fees, or fees charged on a percentage of the

value of the fund can have a significant negative impact on

the longer-term value of the fund, particularly when its units

are quoted on a recognised exchange, and/or where the

fund is not consistently delivering high investment returns.

In this Fund, we only charge a performance-based fee on

returns above a hurdle return. This aligns the interests of

the manager and the investor and means we may earn

high fees for high performance, but will earn no fees for

investment performance below 10% per annum. This fee

structure minimises the erosion of value of the portfolio

over time caused by high ongoing base fees.

See Section 7 – What are the Fees? for further details.

Proportion of the capital of the Fund deployed

Following the issue of new units on a monthly basis and

occasional specific capital raising activity, the Fund may

hold a high proportion of cash, along with its investments.

The extent to which suitable investment opportunities are

found will determine how quickly the cash is invested. If

the cash portion of the Fund is relatively high (and on which

an interest return will be earned), this will have an effect on

the Fund’s return because the cash is not committed to an

investment.

We have the right to restrict applications for units in the

Fund and may do so where it has excess liquidity, to reduce

the risk of dilution of investment returns.

Nature of the Returns

The return on your investment is determined by the change

in the value of the units you hold plus any distributions

you may receive. The unit value is driven primarily by

our assessment of any change in the fair value of the

investments (net of any accrued performance-based fees),

any income received from its investments (either interest or

dividends), and any proceeds from the sale of investments.

Change in Value

Changes in our assessment of the fair value of the

investments will be reflected in a change in the value of

your units in the Fund. As described above, the fair value

of investments is influenced by the degree of success

the business has in achieving its technical and business

objectives. To the extent a change in the fair value of the

investment may result in a performance-based fee payable,

the accrual for performance-based fees is also reflected in

the value of your units in the Fund.

Income from Investments

The Fund may receive interest from its cash holdings and

may receive a dividend from its investments (to the extent

the investments have achieved profitability), or in the event

of a full or partial sale of the Fund’s investment interest, the

Fund will receive proceeds from this sale, which may be

higher or lower than its original investment.

Distributions and withdrawals

The Fund does not intend to make regular distributions to

its investors. As the Fund will aim to make a limited amount

of cash available for withdrawals directly from the Fund

on a quarterly basis, the returns on units in the Fund will

be limited to any gains you make if you utilise this limited

withdrawal facility or if you sell your units through the NZX.

However, in the event of a sale of an investment, we may

make some or all of the proceeds of the sale available

for withdrawal from the Fund. Once the Fund has a well-

diversified portfolio (which may take up to 5 years), we

intend to make an increasing proportion of the proceeds

available for withdrawal. All investors will be given the

opportunity to participate in any such opportunity. Note, the

withdrawal charge will not apply in this situation.

Investment Realisation Strategy

As noted above, the Fund’s returns will be primarily driven

by the change in the value of its investments, with the bulk

of the expected cash returns being earned on the ultimate

sale of the individual investments.

We will review the portfolio annually with respect to its

quality, diversification and ability to realise returns. We

expect to hold most investments for at least 5 years and

in some cases considerably longer. Once a company has

secured a strong market position and cash flow, then

commercialisation will be considered complete. At that time

we will consider the merits of continuing to hold investments

in the company. In doing so we will consider the likely

returns from holding versus realisation of the investment.

We have identified the most common options for realisation

of the investments are:

• Trade sale of the company to an industry player;

• Purchase of the company by a new shareholder (e.g.

venture capital investor); or

• Quoting the investee company's shares on a recognised

exchange such as the NZX (referred to as an ‘Initial

Public Offering’ or IPO).

Since its commencement, the Fund has realised its

investment in one business through its interest in NZIB–

EdPotential Limited, which was sold in December 2021 to

New Zealand based Education Perfect, resulting in a 32%

gain on the Fund’s original investment. This exit occurred

earlier than expected for the Fund, though had been an

investment of Wellington UniVentures since 2015.

Booster Innovation Fund34
3. Terms of the offer

Product

Units in the Booster Innovation Fund.

How you invest

Investing by applying directly to us or through your financial adviser

You can initially invest in the Fund by completing and submitting an application form to us,

or through your financial adviser.

The application form is available by contacting us, at www.booster.co.nz, or from your

financial adviser.

Units are issued by the Fund at its Unit Price.

Buying units in the Fund on the NZX Main Board

Alternatively, you can purchase units on market at the quoted price through an NZX

participant (such as a broker) or by arrangement through us.

See www.nzx.com/services/market-participants for a list of current NZX Participants.

The quoted price on the NZX Main Board may differ from the Unit Price provided by the

Fund and may be traded at a discount or premium to the Unit Price, depending upon

the availability of buyers and sellers, their respective view of the underlying value of the

investments or their expected return from the Fund (refer also to the Liquidity, withdrawal

and trading risk outlined in Section 6 - Risks to returns from the Booster Innovation Fund.)

Other funds managed by us (Booster Managed Funds) also invest in the Fund and may

trade either directly or through the NZX Main Board. For more information on how potential

conflicts of interest are managed see the ‘Other material information’ document available

on the offer register at www.disclose-register.companiesoffice.govt.nz.

When you can invest

Investing by applying directly to us or through your financial adviser

While you can apply to invest in the Fund at any time, new units in the Fund will generally

only be issued to investors once a month, on the first business day of each month.

Applications received up to 10:00am on the first business day of the month will be

processed on the first business day of that month.

Any money received by us with an application to invest in the Fund from an investor will be

held in the Fund’s application account until the new units are issued. No interest or other

returns will be earned while the money is held in the Fund’s application account.

While the Fund will generally accept new investments from investors once a month, we

may refuse to accept, or may reduce, an investor’s investment application at our discretion.

This may include if the Fund is carrying excess liquidity and does not expect to have an

opportunity to invest application money in new investments within 6 months. No interest or

other return will be paid on any returned money.

Applications may be processed at other times of the month, for example, where additional

capital is required to settle an acquisition. All applications received up to that point will be

processed at the relevant Unit Price.

Buying units in the Fund on the NZX Main Board

You can buy or sell units in the Fund on the market at any time, provided there are interested

sellers and buyers.

How much you can

invest

The minimum initial investment in the Fund is $1,000. While you are not required to make

any further investments, you can invest more by making additional investments (minimum

$500).

For trading on the NZX, your broker will be able to advise on the minimum parcel size.

While the maximum amount you invest is up to you, we may refuse to accept, or may

reduce, an investor’s initial or additional investment in the Fund to ensure the Fund does not

hold excessive levels of cash and to protect the Fund’s PIE status.

We may waive or vary the minimum investment amounts at any time.

How to pay

If you are investing by applying directly to us or through your financial adviser, you can

make investments by direct credit, direct debit or any other method acceptable to us. Cash

deposits will not be accepted.

Booster Innovation Fund35
How to withdraw or sell

Selling your units on the NZX Main Board

Units in the Fund are quoted on the NZX Main Board, so you can sell your investment

through an NZX Participant (such as a broker) or by arrangement through us, if there are

interested buyers (NZX trading volumes may be limited at times).

In order to trade quoted units through a NZX Participant, you will need to have a Common

Shareholder Number (CSN) and an Authorisation Code (FIN).

Periodically, we can request investors whose holdings are below the required minimum

value to increase their holdings otherwise we may require those units to be sold on the NZX.

Withdrawing your units directly with the Fund

You should regard an investment in this Fund as not readily redeemable when making your

investment decision. The Fund has no fixed date on which you may get your money out.

The Fund will aim to make a limited amount of cash available for withdrawals directly from

the Fund on a quarterly basis, at the Unit Price. The amount available for withdrawal is at

our discretion and will be significantly influenced by the availability of free cash within the

Fund relative to investment opportunities being pursued. If demand for withdrawals exceeds

the cash made available, we will determine a basis for the equitable scaling of available

cash. Any withdrawals from the Fund will incur a withdrawal charge of 10% of the amount

withdrawn.

Withdrawal requests should be submitted to us by 10:00am on the last business day of the

calendar quarter (and by 10:00am on the second Friday of December for the December

quarter). Withdrawals (that can be met from the cash set aside as noted above) will be

processed within 5 working days of the first business day of the next quarter. The minimum

withdrawal request is $500.

In the event of a sale of an investment by the Fund (or by an underlying fund where the

proceeds of the sale have been distributed to the Fund), we may, at our discretion, make

some or all of the proceeds available for withdrawal from the Fund. All investors will

be given the opportunity to participate in any such opportunity. While infrequent and

unpredictable, this may provide an opportunity for investors to redeem some of their units

at the relevant Unit Price of the Fund. The withdrawal charge will not apply in this situation.

Periodically, we can request investors whose holdings are below the minimum balance to

increase their holdings otherwise we may require those units to be sold to us or a nominee

at the Unit Price at the time. We may also require investors to reduce their holdings to

ensure the Fund can maintain its PIE status.

The Unit Price

If you are investing by applying directly to us or through your financial adviser, the price to

be paid for the units in the Fund will be the Unit Price for the day on which your application

is processed (see above at ‘When you can invest’). The Unit Price is the net asset value of

the Fund (being the value of all assets less the value of all liabilities) divided by the number

of units on issue.

Distributions, and the

nature and frequency

of returns

The Fund will not make regular distributions to investors.

The Fund may, on occasion, make a distribution based on any taxable income it has

received.

See 'Nature of the Returns' on page 33 for more information.

Trust deed/ Statement

of Investment Policy

and Objectives

Further details on the key terms of the Fund can be found in the trust deed and SIPO which

can be found in the scheme register at www.disclose-register.companiesoffice.govt.nz

Booster Innovation Fund36
How the Fund Works

The Fund has been established within the Booster

Innovation Scheme (Scheme), a managed investment

scheme that is registered under the Financial Markets

Conduct Act 2013. Investors buy units in the Fund.

The Scheme is governed by a trust deed, which is an

agreement between us and the Scheme’s supervisor (Public

Trust) describing how the Scheme works, as well as our and

Public Trust’s responsibilities.

When you invest your money in the Fund, you receive

‘units’. Units represent your share of the investments in

the Fund. The Unit Price multiplied by the number of units

you have in the Fund shows what your share is worth when

applying our valuation of the units. If the Fund’s investments

go up in value your units will be worth more and if they go

down in value your units will be worth less.

The return on your investment ultimately comes from the

price at which you are able to withdraw or sell your units

(as well as any distributions you may receive on your units).

As units in the Fund are quoted on the NZX Main Board

you can sell your investment through an NZX Participant

(such as a broker) or by arrangement through us, if there

are interested buyers – although the amount you get may

be less than the amount that you invested. As explained in

Section 3 – Terms of the Offer, above, there is also limited

ability to make withdrawals from the Fund. We may make

some or all of the proceeds of the sale of an investment

available for withdrawal, though the timing of this is

inherently unpredictable. Due to the restricted nature of

the ability to make a withdrawal, you should only invest

money that you do not need access to for a number of

years.

Investment Valuation Approach

We are responsible for calculating the Unit Price (or

net asset value per unit) and for issuing and redeeming

units. It is our aim to ensure the valuation approach we

take is robust, consistent and fair to existing investors,

new investors purchasing units in the Fund, and those

withdrawing units from the Fund.

The valuation of private, unlisted, pre-profit companies is

challenging and involves significant use of judgement. We

consider a range of information that we believe is relevant

to the valuation of the investee companies, both related

to the specific business, as well as externally sourced data

such as industry benchmarks or comparable transactions

where available. Our approach to valuations has been

developed in consideration of the principles detailed in

the International Private Equity and Venture Capital (IPEV)

guidelines (see - www.privateequityvaluation.com/

Valuation-Guidelines), as well as Generally Accepted

Accounting Practice in New Zealand.

The investment valuation approach we apply (Investment

Valuation) in respect of the investments is summarised as

follows:

Direct Investments

Where the Fund holds the investment directly (which may

include investments in conjunction with a lead co-investor),

the last price at which capital was raised by the relevant

business from other external investors is used as a starting

reference price. We, or the lead co-investor, will also

consider how recently the business last raised capital and

its relevance given changes in the business, as well as any

changes to its target market or its progress towards the

commercialisation of its intellectual property since the last

capital raise. An assessment will be made of the extent

to which the business has achieved its business plan since

the last capital raise, its remaining cash available, and any

capital raising activity in progress, on at least a quarterly

basis. Where there is uncertainty of outcomes relevant to

the value of the business, we apply probability weightings

to reflect the uncertainty and risk.

Where we assess the value of an investment may have

materially changed since its purchase or last formal

valuation assessment, a more comprehensive assessment

of value is made including consideration of other indicators

of value such as industry valuation benchmarks, similar

investment company comparisons or third-party pricing

events where available.

In between formal valuation assessments, any other new

information received in respect of an investment that may

be material to the Fund’s Unit Price is considered by us

when it is received and is reflected in the Unit Price and/

or notified via the NZX market announcement platform to

ensure the Fund continues to meet its continuous disclosure

obligations.

All valuations are performed by our in-house investment

team (or in conjunction with a lead co-investor), reviewed

by the Fund’s Advisory Board, and considered and approved

by the Fund’s Investment Committee.

Indirect Investments

Where the Fund holds the investment indirectly, the

valuation will be initially determined by the manager/ Board

of the relevant underlying investment fund and reviewed by

the Fund’s Advisory Board prior to approval by the Fund’s

Investment Committee.

We also assess the valuation approach taken by our

investment partners for consistency with our valuation

approach described above. For example, our valuation

approach is consistent with that applied by NZIB in respect

of its investments.

On a monthly basis we will consult with the manager/ Board

of the underlying fund to establish if there is any other new

information that may be material to the Fund’s Unit Price

prior to the issue or redemption of units in the Fund.

Also, consistent with the approach outlined for direct

investments above, we will consider any other new

information received by us at any time in between formal

valuation assessments to determine if an adjustment is

required to the Unit Price and/ or notified via the NZX

market announcement platform to ensure the Fund

continues to meet its continuous disclosure obligations.

All other assets and liabilities of the Fund (including

provisions for performance-based fees and other expenses)

are updated on a daily basis.

The Fund (including the valuation of its investments held

directly by the Fund) is subject to an independent audit on

an annual basis. We may seek independent valuations if

considered appropriate for one or more of the investments

in the Fund.

4. How the Booster Innovation Fund works

Booster Innovation Fund37
The Benefits of Investing in the Fund

The Fund offers investors the following benefits:

Supporting NZ innovation. The Fund actively invests in

intellectual property originated or developed in New

Zealand – helping to keep the benefits of innovation in New

Zealand for longer;

Diversification.

• An appropriate exposure to this Fund (relative to your

total investment portfolio) can provide diversification

benefits when used as part of an existing investment

strategy due to the historically low to modest

correlation of returns of early-stage investments

to other traditional investment classes. Although

individual circumstances and personal risk attitudes

will differ, we recommend that an investment in this

Fund only represents a small proportion of your total

investment portfolio;

• The Fund takes a portfolio approach to investing in

early-stage businesses. By holding a diverse range of

a higher number of investments, the Fund is able to

balance the high risk of failure with the high rewards for

successful businesses;

Potential for high returns. Research has shown that a

diversified portfolio of early-stage companies such as those

held by this Fund potentially delivers significantly higher

returns than the broader listed equity markets. However,

investment in this specialised area does come with higher

expected volatility of returns and high rates of failure of

some of its underlying investments (see comments on the

Refinitiv Venture Capital Index on page 8 of this document);

Access to exciting start-ups. Investors, other than very high

net worth investors, usually find it difficult to access this

type of investment opportunity;

Unique fee structure. There is no base management fee and

a performance-based fee is only charged on performance

above a 10% return. This means the Fund must achieve a

10% return in each financial year before any management

fees are payable, after which we receive 20% of investment

return in excess of 10%. The fee structure has been

designed to ensure optimal alignment between our interests

and those of investors. (see Section 7 – What are the Fees?

for further details);

Tax benefits. The Fund is structured as a listed portfolio

investment entity (PIE) which means any capital gains made

on the sale of an investment are not subject to tax. Tax is

paid by the Fund at 28%. To the extent distributions are

paid, imputation credits may be available for New Zealand

resident individual or trustee investors (other than unit

trusts) on lower tax rates to apply surplus imputation credits

against other taxable income they may have. Tax rates may

change in future;

Experience. The Fund utilises a partnership or co-investing

model, where investments are made, directly or indirectly,

in conjunction with other investors who have experience

and expertise in developing and commercialising

intellectual property.

Quotation on NZX Main Board. The Fund is quoted on the

NZX Main Board, giving investors the opportunity to sell

their units should they need to, so long as there is a buyer

(NZX trading volumes may be limited at times).

Related Party Benefits

As shown in the structure diagram in Section 2 – What the

Booster Innovation Fund invests in? the Fund owns units in

the NZIB, which is a partnership between Booster Financial

Services Limited, Victoria Link Limited (Wellington

UniVentures) and Otago Innovation Limited (OIL). Due to

Booster Financial Services Limited being a shareholder of

the general partner and a limited partner of NZIB (and who

had invested through NZIB in conjunction with a number of

Booster Managed Funds prior to the Fund’s establishment),

we consider NZIB to be a related party.

NZIB holds shares in the underlying businesses as outlined

in Section 2 – What the Booster Innovation Fund invests in?

While there are transactions between the Fund and NZIB

on occasion (e.g. where a new investment is acquired via

an interest in NZIB), no related party benefits are paid in

respect of these transactions.

Under the Portfolio Investment Entity (PIE) eligibility criteria

rules, the Fund is restricted to hold no more than 20% of the

voting interest in each investee business. As a result, there

may be occasions where it is commercially desirable or

necessary, or simply due to historical shareholdings, that an

underlying investment entity hold more than a 20% interest

in an investee business on behalf of related entities. In this

situation, Booster Financial Services Limited or other funds

managed by Booster may retain an interest in an investee

business directly through the underlying investment fund.

We will actively manage any potential conflicts of interest

that arise in conjunction with the independent directors of

the Board, and the Supervisor.

There are no other specific transactions or proposed

transactions of the Fund that will result in a related party

benefit. Booster Financial Services Limited and the Booster

Managed Funds may make further investments in the Fund

in future.

Booster Innovation Fund38
Note this does not include holdings of key personnel which are separately disclosed on the NZX on a regular basis.

The interests noted above held by the Booster Funds are to provide various diversified portfolios with an exposure to

early-stage investments. The interest held by Booster Financial Services Limited represents the capital introduced by the

parent company to support the establishment of NZIB and meet the capital commitments made to NZIB under the limited

partnership arrangement.

The Fund held an interest in NZIB at 31 July 2022 of $6.7m, representing 52% of the value of the assets of NZIB.

Disclosure under NZX Listing Rules

As the Fund is quoted on the NZX Main Board, it is subject to the NZX Listing Rules. Under those listing rules, the Fund is

required to disclose material information to investors through the market announcement platform ‘promptly and without

delay’. Material information is information related to the Fund or the Manager that a reasonable person would expect, if it

were generally available to the market, to have a material effect on the price of the Fund. Material information may include

updates about specific investments held by the Fund, updates about the Fund or the Manager, and periodic reporting such

as the annual report, annual financial statements, or investor fund updates.

Units% of Fund

PT (Booster Investments) Nominees Limited on behalf of the Booster Investment Scheme

(a scheme managed by Booster)

333,2094%

PT (Booster KiwiSaver) Nominees Limited on behalf of the Booster KiwiSaver scheme

(a scheme managed by Booster)

3,765,73547%

PT (Booster Superannuation) Nominees Limited on behalf of Booster Super Scheme

(a scheme managed by Booster)

930,29512%

Asset Custodian Nominees Limited as custodian for Booster Financial Services Limited2,342,94127%

Related Party Interests

Interests in the Fund held by parties related to the Booster Group at 31 July 2022 are as follows:

Booster Innovation Fund39
5. Booster Innovation Fund’s financial information

Selected Financial Information

This table provides selected financial information about

the Fund. A copy of these unaudited financial statements is

available on the offer register at

www.disclose-register.companiesoffice.govt.nz

Full financial statements are available on the offer register

at www.disclose-register.companiesoffice.govt.nz. If you

do not understand this sort of financial information, you can

seek professional advice.

We have not provided investment return information at this

stage as we consider the period of time from the Fund’s

establishment to be too short to make any meaningful

assessment of the Fund’s past performance.

Selected historic financial information is presented for the

year to 31 March 2022. Note that whilst the Scheme was

established on 22 October 2020, the first transaction did

not occur until 24 August 2021 (i.e., part way through the

year).

Prospective Financial Information

We have not provided any prospective financial information

in respect of this Fund. Following careful consideration

and due enquiry, we have concluded that any prospective

financial information would be likely to deceive or mislead

potential investors with regard to particulars that are

material to the offer.

Due to the unknowns in respect of the Fund and the

investments held by the Fund, we believe it is not possible

to prepare reasonable assumptions on which to base the

prospective financial information. The reasons that form

the basis for our view are:

• It is not known how much money will be raised under

this offer or of its timing. The size of the Fund following

the issue of units under this offer will determine how

many investments the Fund can purchase.

• The scale and number and timing of investment

opportunities made by the Fund from the money raised

cannot reasonably be predicted due to the availability

of suitable investment opportunities.

• As this is a long-term investment, the likely rate of

return of the Fund and the timing of when any return

may be earned over the short term is inherently

uncertain and cannot be predicted nor any reasonable

assumption be used.

Statement of Financial

Performance of the Fund

For the period 1 Apr

to 31 Mar 2022

$'000

Investment income702

Distributions received 568

Fees and expenses(25)

Net income before tax1,245

Statement of Financial

Position of the Fund

As at 31 Mar 2022

$’000

Cash124

Units in NZIB held at fair value4,910

Other investments held at fair value2,611

Other payables(25)

Net assets7,620

Booster Innovation Fund40
6. Risks to returns from the Booster Innovation Fund

Given the nature of the target investments of the Fund,

the risks to generating an appropriate rate of return are

significant. It is important that a prospective investor

understands the nature of the risks described below of

investing in this Fund and the steps we take to mitigate

these risks as far as possible.

A business fails to successfully

commercialise its intellectual property

Description. This is the risk that an early-stage business in

which the Fund has invested does not meet expectations

resulting in a low investment return or a total loss of capital

invested.

Why this is of significance. For each business that fails to

achieve its technical or business plans, the value of the

investment will likely fall, reducing the return of the Fund’s

portfolio overall. You may lose some or all of your money.

Assessment of likelihood, nature and the potential

magnitude of any impact. Early-stage businesses face a

higher level of failure risk than most other investment types,

including listed equities.

The key risks these businesses face may include:

• Technical uncertainty. The technology may not yet have

been proven and may require further development

or testing to become marketable. In the case of

completely new innovations there may be a number of

related developments required before the technology

can be deployed. These developments may not have

been identified at the time of investment;

• Market risk. The business may not be able to secure a

market to whom their product can or will be sold;

• Risk of loss of key people. Generally a new venture is

highly dependent on a small number of key people.

A loss of a key person is likely to have a significant

negative impact on the business;

• Intellectual property risk. The risk that the business’

intellectual property may not be easily protected or is

easily imitated eroding its future value. The patenting

process is slow and it is likely patents will not be

granted before early investments by the Fund;

• Funding risk. The risk that the business does not obtain

sufficient funding capital to allow it to reach its full

potential.

The rate of failure of early-stage businesses is high. Data

from New Zealand Venture Investment Fund (in their

paper – New Zealand Early Stage Company Investment

Valuations – December 2018) indicates that 28% of start-up

investments fail after an average of 4 years.

Mitigating Factors. We use a number of strategies to

manage the risk of investing in early-stage businesses.

These strategies are at both the overall Fund level and the

individual investment level:

Fund Level Strategies.

• Diversification. The Fund has an investment objective

to seek to invest in a large number of businesses

(indicatively more than 40), which have diversity in

their underlying intellectual property and its source, the

business sector in which they operate, the key people

driving the business, and the stage of maturity of the

business at the point of investment.

• Partnerships and co-investment. The Fund will seek to

partner or co-invest with entities that have expertise

in supporting the commercialisation of intellectual

property such as universities, research institutes and

private sector early-stage funders. NZIB is a good

example of the kind of partnership arrangements the

Fund is looking to develop.

• Monitoring and revaluation. We will seek to maintain a

close relationship with each of the investments, so that

they are monitored closely relative to their business

plans. The valuation of investments is reviewed on at

least a quarterly basis.

Investment Level Strategies.

• Technology plan. The investee will be expected to have

a completed technology proof of concept, a technology

or product development plan and to seek adequate

funding to complete this in its investment programme.

• Marketing plan. We expect investees to be familiar with

their target market and to include, either on the team or

Board, people familiar with that market.

• Alignment of interests. We would generally expect the

key personnel to have a financial stake in the business

so that all parties are aligned in their interests.

• Intellectual property (IP) plan. We require all investees

to have a strong IP strategy and a good understanding

of their freedom to operate.

• Capital plan. We expect investees to have a defined

capital plan to achieve profitability and sustainability.

Higher volatility of returns than traditional

equity investments

Description. Due to the high risk of early-stage businesses,

their value can fluctuate widely over short timeframes

depending on the progress they make against their business

plans, the confidence of their shareholders in the likelihood

of their success, and the willingness of existing and

potential investors to contribute more capital to continue to

support the business.

Why this is of significance. The value of an investment in

the Fund may (and is likely to) go up and down faster and

more significantly than investing in many other investment

classes (including listed equities). This means an investor

may lose a significant portion of their original investment

in the short-term if a larger number than expected of

the investee companies fail and/ or the returns from the

successful investments are insufficient to offset the losses.

Each investor must ensure their investment in this Fund

represents an appropriate portion of their overall portfolio,

and that they intend to invest for a longer timeframe (at

least 15 years). As each business develops, the level of

business risk diminishes and the risk of volatility reduces as

a result.

Assessment of likelihood, nature and the potential

magnitude of any impact. As noted above, the rate of

failure of early-stage businesses is high. Despite this

failure rate (and associated loss of invested capital), those

companies that succeed have the potential to increase in

value substantially relative to the value of capital invested,

resulting in prospects of a positive risk-weighted investment

return.

Booster Innovation Fund41
Mitigating Factors. We seek to reduce this risk by planning

to invest in a large number of businesses, across a range of

stages of development and different business sectors which

increases the diversification of the Fund. The Fund’s focus

is on early-stage companies based on intellectual property.

They will generally be technology based, be focused on

international markets and revenue growth from inception.

On a portfolio basis, we would expect their valuation to

improve as they reduce technology and market risks in the

early phases of their development. A few of these individual

investments are likely to grow very fast and substantially.

Liquidity and withdrawal risk

Description. This is the risk that, due to the Fund only

facilitating limited and infrequent withdrawals an investor

is unable to sell their investment at a time that suits them or

that when seeking to sell through the NZX they are unable

to find a buyer, or that the NZX quoted price of the units is

lower than the Unit Price, or that in certain circumstances,

trading of the Fund’s units on the NZX is suspended.

Why this is of significance. The investments of the Fund are

small private companies and generally a lot less liquid than

investments traded on a recognised exchange, therefore

the Fund is not able to facilitate the regular withdrawals,

other than on occasion where an investment is sold and

we determine that some or all of the proceeds are to be

made available for withdrawal. The primary mechanism

for the sale of units, other than proceeds from occasional

investment sales, is to sell them on the NZX. The ability to

sell units on the NZX will be dependent on the availability of

buyers and that the Fund’s units have not been suspended

or removed from quotation on the NZX.

Assessment of likelihood, nature and the potential

magnitude of any impact. The availability of cash for

quarterly withdrawals is limited, and subject to the amount

of cash held by the Fund not committed to additional

investments. Also, the timing of when the Fund may sell one

of its investments is inherently unpredictable, and may not

align with when an investor wishes to make a withdrawal.

Under normal market conditions, it is anticipated there

will be buyers interested in buying units through the NZX,

though may be reduced numbers given they are also able

to purchase units directly from the Fund on a monthly basis.

Based on the experience of investments similar to this Fund,

the trading price on the NZX may be at a discount to the

Unit Price.

The likelihood of suspension or removal of the Fund from

the NZX is considered to be unlikely given the governance

and compliance framework in place to ensure its NZX

obligations are met.

Mitigating Factors. As described in Section 3 – Terms of

the Offer above, a limited amount of cash will be made

available on a quarterly basis for withdrawals, subject to a

withdrawal charge. Also, the listing of the Fund on the NZX

Main Board enales investors to sell their units if there are

interested buyers. On occasion, we may allow withdrawals

from the proceeds of the sale of an investment. No

withdrawal charge will be applied in this situation.

Concentration of investments

Description. This is the risk that the Fund’s investment

returns do not meet the long run expectations of a well-

diversified portfolio of early-stage investments due to

holding a relatively small number of investments, or the

investments being concentrated in particular sectors, or

concentrated in a particular stage of business development

which also reduces the level of diversification. This could

also occur following a significant upward revaluation of an

investment due to its success, resulting in a single company

becoming a large portion of the Fund value.

Why this is of significance. As noted above, early-stage

businesses face a high risk of failure, and a key objective of

the Fund is to invest in a large number of businesses across

different sectors and stages of development. Currently

the Fund’s investments are concentrated in a relatively

small number of investments which limits the level of

diversification of the Fund until further investments are

acquired.

Assessment of likelihood, nature and the potential

magnitude of any impact. This risk is higher in the early

period of portfolio development as the Fund will hold a

relatively small number of investments. At this stage, the

likelihood of returns being heavily influenced by individual

investments is high, resulting in a higher level of volatility

of returns in the short term. The magnitude of this risk is

expected to diminish as the Fund grows and diversifies.

Mitigating Factors. We are actively pursuing additional

investments that will increase the level of diversification

over time and will monitor the investments in specific

sectors and stage of business development to improve its

diversification once the portfolio approaches maturity.

Valuation uncertainty

Description. This is the risk that the fair value of each of the

investments is inherently uncertain due to the subjective

nature of valuations.

Why this is of significance. The valuation of private,

unlisted, pre profit companies is challenging and involves

significant use of judgement. This may mean our

assessment of the fair value of an individual investment,

or the portfolio of investments, may be different to other

assessments of the fair value of the Fund’s investments.

This could result in a difference between the Unit Price

and the value of units trading on the NZX Main Board, and

therefore impact an investor’s ability to buy or sell units

at their assessment of the fair value. We do not intend to

regularly seek independent external valuations of the Fund’s

investee companies.

Assessment of likelihood, nature and the potential

magnitude of any impact. Any increase or decrease in the

value of an individual investment may be significant to the

value of the Fund and will have an impact on the value of

an investor’s investment in the Fund. By holding a relatively

small number of investments in the Fund, the likelihood

of this occurring is higher than for more widely diversified

funds, but is expected to reduce over time as the number of

investments held increases.

Mitigating Factors. To manage this risk, we seek to apply

fair value valuation methodology in accordance with the

valuation approach described in Section 4 - How the Booster

Innovation Fund works. We formally review investment

values on at least a quarterly basis. We will base our

assessment on externally verified valuations where possible

(such as when the company successfully raises additional

equity funding) and will also consider how the business has

performed since that last capital raise, including making

an assessment of the impact of any new information about

how each business is performing as received. By investing

in a diverse range of businesses at different development

stages, we anticipate that a portion of the investments will

seek additional capital or will be subject to take over offers,

which provides opportunity to benchmark its valuations.

The Fund is also subject to an annual audit which includes

the assessment of the reasonableness of the valuation of its

investments, subject to the overall materiality of the Fund.

Booster Innovation Fund42
Capital contributions to the Fund are

insufficient to achieve diversification

Description. This is the risk that the Fund does not raise

sufficient capital to allow it to obtain a diverse portfolio of

investments within a reasonable timeframe.

Why this is of significance. Due to the higher risk of failure

in early-stage businesses and the difficulty in identifying

future successful businesses, unless the Fund is well

diversified, its investment performance will be dominated

by the success or failure of a small number of investments.

Assessment of likelihood, nature and the potential

magnitude of any impact. To reach a desired level of

diversification of at least 40 companies, the Fund will

require additional capital to purchase more investments.

While a large portion of that capital is expected to be

provided by Booster Managed Funds and Booster’s parent

company (as noted below), the Fund is also seeking capital

contributions from external investors to allow it to expand

its investment portfolio.

Mitigating Factors. Booster Financial Services Limited

(our parent company) made a financial commitment to

provide NZIB with new capital of up to $2 million per year

for at least 5 years, and $4.9 million of that commitment

remains uninvested. This provides NZIB, one of the

Fund’s co-investment partners with some certainty of

sufficient resources to continue to invest in suitable

investment opportunities and in turn improving the overall

diversification of the Fund. The commitment can be partly

or wholly met by the Fund or other Booster Managed Funds.

Additionally, Booster Managed Funds have investment

capacity and appetite to invest further in the Fund as the

Fund grows.

Flow of investable opportunities risk

Description. This is the risk that the Fund does not have

sufficient, suitable investment opportunities relative to its

investable funds.

Why this is of significance. If the Fund does not have access

to enough investment opportunities, it may have uninvested

cash, feel pressure to invest in more marginal ventures,

or take longer to achieve a desired level of diversification,

which in turn may impact the returns or the volatility of

returns.

Assessment of likelihood, nature and the potential

magnitude of any impact. While full portfolio diversification

will take some time to achieve, we consider the investable

opportunities currently exceed the Fund’s capacity to

invest.

Mitigating Factors. We have established close relationships

with Victoria University of Wellington, University of

Otago and Matū which provides direct access to a flow

of investment opportunities. We (together with our co-

investment partners) have strong networks in New Zealand

and are currently seeking to establish similar relationships

with other universities, as well as the public and private

sector.

Conflict of interest in valuation of

investments

Description. This is the risk that our judgement when

valuing investments is influenced by the impact such

valuations have on the performance-based fee we may

earn.

Why this is of significance. As manager, we are responsible

for valuing the investments of the Fund. The valuation of

investments is a key driver of the overall performance of the

Fund, and will determine whether, and how much, we may

earn as a performance-based fee.

Assessment of likelihood, nature and the potential

magnitude of any impact. The calculation of a performance-

based fee is directly impacted by the valuation of

investments. However, as most of the investments are

held via underlying funds, such as NZIB and Matū, and all

valuations are reviewed by the Advisory Board (the Chair of

which is independent of Booster), the level of influence we

have on the valuations is moderated.

Mitigating Factors. As noted above, the investment

valuations are reviewed by the governing bodies of the

underlying funds, and by the Advisory Board of the Fund.

In addition, the Fund is subject to an independent annual

audit which includes a review of the valuation of the

Fund’s investments. Any performance-based fee would be

retrospectively adjusted should the audit process determine

that investment valuation changes were required.

Booster Innovation Fund43
Fee Category

11

Fee Type and RateBased onPaid to

Annual

management fee

No annual management fees are chargedN/AN/A

Performance-

based

management fee

We are paid an annual* performance-based fee (in units in

the Fund) equal to 20% of the net pre-tax return made by the

Fund in excess of the hurdle rate of return.

Hurdle rate of return: the hurdle rate is 10% p.a. which

approximates the 30-year New Zealand equity market

return.

Amount of the performance fee: 20% of the net return above

the hurdle rate + GST is payable as a performance-based

fee.

Maximum limit of the fee: there is no limit to the value of the

fee payable.

High water mark: a high water mark is used to prevent us

from being rewarded for the same performance twice. It

is increased each time the Fund’s return is positive, but

remains unchanged if the investment return is negative

in the year. This means a performance-based fee is only

payable for returns in excess of the hurdle rate after any

prior year losses have been covered.

Frequency of calculation and payment: the fee is calculated

and accrued in the Unit Price on a daily basis. The fee is

paid only in the form of units in the Fund on an annual basis

at the year-end Unit Price (being the net asset value per unit)

subject to any relevant audit adjustments (e.g. the valuation

of investments is amended through the audit process). In

addition, we are restricted from withdrawing those units

from the Fund, and can only sell the units to other investors.

This fee also covers the costs of managing and administering

the Fund, which include administration, accounting and

ongoing marketing expenses.

Because the performance-based fee is calculated on

the excess return over 10%, you may pay performance-

based fees even if the fund does not match or beat the

New Zealand market equity return in a particular year.

(Conversely, you may not pay a performance-based fee even

if the fund significantly exceeds the New Zealand equity

market return in a particular year).

*The first measurement period and payment date for the performance-

based fee was extended to 31 March 2023 to reduce the possibility

the strong returns achieved 24 August 2021 to 31 March 2022 were

not representative of a full year’s return. All other terms related to the

performance-based fee, including the daily accrual and method of

calculation, remained unchanged.

Excess return

above the

hurdle rate

(being 10% per

annum)

Booster

7. What are the fees?

You will be charged fees for investing in the Fund. Fees

are deducted from your investment and will reduce your

returns. The Fund also incurs other costs and charges such

as the supervisor and audit fees.

The fees and expenses you pay will be charged in the

following ways:

• A performance-based fee;

• Capital raising expenses;

• Withdrawal charge;

• Other fees and expenses.

We do not receive a fixed or percentage-based annual

management fee. This aligns the interest of the manager

with investors where fees are only earned on successful

investment outcomes and avoids the negative impact of

fixed fees eroding the value and cash reserves of the Fund

over time.

A summary of the fees and expenses and the basis on which

they are charged is:

Booster Innovation Fund44
11

Goods and Services tax (GST) is not included in any of the fees stated. GST will be added to any fees where applicable, including to the performance fee.

Capital raising

expenses

To the extent expenses are incurred for securing a

commitment of future capital to the Fund, such expenses

may be charged to the Fund. These expenses include

brokerage or underwriting costs, and may only be charged

where we are satisfied the costs are fair and reasonable

to all investors. For example, if the Fund were to secure a

substantial capital commitment from investors that enabled

the Fund to enhance its diversification and continue to

actively pursue new investment opportunities, this would

be of benefit to all investors in the Fund. These costs are

expensed by the Fund as the raised capital is deployed

through the purchase of investments.

Actual expenses

incurred

(these fees

cannot be

estimated at this

stage as it would

be based on

the scale of any

commitment)

External parties

such as brokers.

Other fund

administration

expenses

Direct expenses of the Fund up to $30,000 + GST per year

may be charged to the Fund. These expenses include the

costs related to the supervisor, audit, Fund related legal fees,

NZX listing related fees, and independent valuations (if any).

Any of these expenses above $30,000 + GST per annum are

paid by Booster.

Actual expenses

incurred

(capped at

$30,000 + GST

per annum).

External parties

such as the

Supervisor,

auditor, valuers,

NZX and legal

advisers.

Other fund

administration

expenses from

underlying funds

The Fund holds units in NZIB and may also hold interests

in other underlying funds. NZIB and these other underlying

funds may also incur fund administration costs such as audit,

independent valuations, legal fees and independent director

fees (if any).

These costs are not subject to the $30,000 + GST per

annum cap referred to above.

NZIB does not charge any management fees for its services.

Relevant share

of actual

expenses

incurred.

External

parties such

as the trustee/

supervisor,

auditor, valuers,

legal advisers

and independent

directors (if any).

Withdrawal

charge

For withdrawals made directly from the Fund, a charge of

10% of the value of the amount withdrawn will be applied.

This charge does not apply to any withdrawal opportunities

made available to all investors from the proceeds of the sale

of an investment.

If you sell your units on the NZX Main Board a withdrawal

charge will not apply (though a service fee may be charged

by your broker).

Value of amount

withdrawn from

the Fund

Retained by the

Fund to cover

the funding

cost of the cash

available for

withdrawals.

The fees and

expenses can be

changed

Any new fees or changes to existing fees is subject to the Trust Deed. We will consult and agree

any fee change with the Supervisor and provide 1 month’s notice of any increase in the fees or

charges to all investors in the Fund.

Other Fees and Expenses

Contribution feeWe do not charge a fee on contributions. Your financial

adviser, with your agreement, may charge you other fees for

the services they provide to you. These fees may include an

entry fee on each investment amount or an ongoing service

fee. If an entry fee is charged, it will be deducted from each

investment amount before your money is invested in the

Fund and paid to your financial adviser.

As negotiated

with the

adviser based

on services

required – may

be a percentage

of contributions

or a fixed

amount.

Financial adviser

NZX brokerage

fee

If you buy or sell units in the Fund through an NZX

Participant (such as a broker), they may also charge you a

fee.

Value of

transaction

(minimums may

apply)

NZX participant

Booster Innovation Fund45
Investment acquisition costs

Costs directly incurred or shared with co-investment partners in the due diligence and acquisition of investments (if any),

are reflected in the purchase price of the relevant investment.

Investment

return (before tax

and performance-

based fee)

12

Annual

Management

Fee

Performance

based fee

Other fund

admin

expenses

13

Total annual

fund charges

After fees

and charges

investment

return (before tax)

14

-5%0%0%0.52%0.52%-5%

0%0%0%0.52%0.52%0%

+10%0%0%0.52%0.52%10%

+15%0%1.0%0.52%1.52%14%

+20%0%2.0%0.52%2.52%18%

12

The investment return is calculated after all annual charges other than performance-based fees.

13

Calculated as the estimated other fund administration expenses (capped at $30,000) plus other fund administration fees from underlying funds (a total of

$48,300 (plus GST)) divided by net asset value of $10.6 million.

14

The after fees and charges investment return is the net pre-tax return after all fees, charges and performance-based fees have been deducted.

Based on the investment return up to 31 July 2022 (which is 32.2% after fees for the period from 24 August to 31 July 2022),

an allowance of $254,000 (plus GST) had been made in the Fund’s Unit Price for performance-based fees, which was 2.4%

of the net asset value. This allowance is not provided in the financial statements, until the end of the measurement period

has been reached, in accordance with accounting standards.

The Fund is a listed portfolio investment entity. The amount

of tax that the Fund pays is calculated at the rate of 28% on

its taxable income, though tax rates may change in future.

While the Fund does not intend to pay distributions, to the

extent it does, it would attach any imputation credits it has

available. If you are a New Zealand resident individual or

trustee investor (other than a unit trust) and your marginal

tax rate is less than 28%, you can choose to include the

fully imputed distribution in your tax return, and apply the

surplus tax credits against other income on which you are

required to pay tax (or carry forward to future tax years). An

investor that pays no tax may not be able to obtain a benefit

from the imputation credits from a listed PIE. If investors are

unsure about how they would be impacted, we recommend

seeking professional advice.

That portion of any distribution that does not have

imputation credits attached (referred to as excluded

income) is not taxable to a New Zealand resident investor.

If you are investing in the funds as a joint investor, company,

trust, or estate, see the ‘Other material information’

document available on our website www.booster.co.nz for

more information.

Taxable income for the Fund includes interest, dividends

received (if any) from its New Zealand share investments,

and a deemed dividend of 5% of the market value of any

overseas shares. Any capital gains made by the Fund

in respect of its share interests are excluded from the

calculation of taxable income.

8. Tax

Fee Illustration

As the fees and expenses charged are substantially related to investment performance, here are some examples of what the

charges would be under different return scenarios (assuming no capital raising expenses are incurred in the period):

Fees and expenses to 31 March 2022

As a dollar

value

As a percentage

of net asset value

Fees and expenses to be charged by the manager and its associated persons

Note – this is the performance-based fee accrued but not yet charged (and subject to change). The first

measurement period and payment date for the performance-based fee was extended to 31 March 2023.

$177,0002.30%

Fees and expenses charged by other persons

Includes costs paid to the supervisor, auditor, Fund related legal fees, independent valuations (direct and

through underlying funds)

$46,0000.60%

Total$223,0002.90%

Booster Innovation Fund46
About Booster

We are part of the Booster Group which has been helping New Zealanders save since 1998. The group currently administers

superannuation and investment funds of over $5 billion on behalf of more than 170,000 New Zealanders.

You can contact us at:

Write: Booster Investment Management Limited

Level 19, Aon Centre, 1 Willis Street

PO Box 11872, Manners Street

Wellington 6142

Who else is involved

9. About Booster and others involved in the Fund

NameRole

Underlying

Fund /

Partnership

NZ Innovation Booster

Limited Partnership

An investment fund through which this Fund co-invests in intellectual

property originating from Victoria University of Wellington and University of

Otago.

The NZIB board is responsible for assessing and monitoring investment

opportunities on behalf of the limited partners of the Limited Partnership (of

which the Fund is one).

SupervisorPublic Trust

Supervises us to make sure we meet our responsibilities and obligations.

Custodian PT (Booster Investments)

Nominees Limited

Appointed by the Supervisor to hold the assets of the funds on behalf of the

investors. The Custodian is a wholly-owned subsidiary of the Supervisor.

Unit

Registrar

Link Market Services

Limited

Provides registry services.

Booster

Booster Investment Management Limited

Attn Chief Operating Officer

Booster Investment Management Limited

Level 19, Aon Centre, 1 Willis Street

PO Box 11872, Manners Street

Wellington 6142

Phone: 0800 40 40 50

Email: clientservices@booster.co.nz

Supervisor

Public Trust

Attn General Manager, Corporate Trustee Services

Level 8, Public Trust Building, 22-28 Willeston Street

Private Bag 5902

Wellington 6140

Phone: 0800 371 471

Email: CTS.Enquiry@PublicTrust.co.nz

Booster’s approved dispute resolution scheme

Financial Dispute Resolution Service

Level 4, 142 Lambton Quay

Freepost 231075

PO Box 2272

Wellington 6140

Phone: 0508 337 337

Email: enquiries@fdrs.org.nz

Web: www.fdrs.org.nz

Public Trust’s approved dispute resolution scheme

Financial Services Complaints Limited

Level 4, 101 Lambton Quay

PO Box 5967

Wellington 6140

Phone: 0800 347 257

Email: complaints@fscl.org.nz

Web: www.fscl.org.nz

10. How to complain

Any complaints about the Fund can be made to us (in

the first instance), or the Supervisor, at the contact

details below:

If your complaint can’t be resolved, you can refer it

to one of the following approved dispute resolution

schemes. They won’t charge you a fee to investigate

or resolve your complaint.

Phone: 0800 40 40 50

8.00am to 5.00pm (Monday to Friday)

Email: clientservices@booster.co.nz

Booster Innovation Fund47
More information about the Fund, including historic financial statements, annual reports (once available), the trust deed,

SIPO, and other material information is available on the scheme register and offer register at

www.disclose-register.companiesoffice.govt.nz and copies can be requested from the Registrar of Financial Service

Providers.

You can also get this and other information about your investment, free of charge, at www.booster.co.nz, from your

financial adviser, or by contacting us through one of the ways listed in Section 9 – About Booster and others involved in the

Fund.

To invest in the Fund, you can either:

• Apply directly to us at www.booster.co.nz

• Apply via a Financial Adviser

• You can also buy units in the Fund through an NZX Participant (such as a broker).

See www.nzx.com/services/market-participants for a list of current NZX Participants.

If you apply directly to us or via a financial adviser, you will need to enter into a Client Custody Agreement for the Booster

Wrap Administration System. If you would like to get in touch with a financial adviser who uses the system, call us on

0800 40 40 50.

11. Where you can find more information

12. How to apply

We’re here to help.
To find out more about the

Booster Innovation Scheme visit our

website, call us on 0800 40 40 50

or talk to your financial adviser.

Booster Investment Management

Limited, PO Box 11872, Manners Street,

Wellington 6142, New Zealand

booster.co.nz

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.

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