Rights Issue Offer Document

100553867/9502652.8







Cooks Coffee Company Limited
Rights Issue Offer Document



NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
This is an important document. You should read the whole document before deciding whether to subscribe for
shares. If you have any doubts about what to do, please consult your financial or legal adviser.



Apply online at https://cookscoffeecompany.capitalraise.co.nz by 5:00pm (New Zealand time) on 28 October 2022



Dated 14 October 2022

IMPORTANT INFORMATION
Apply online at https://cookscoffeecompany.capitalraise.co.nz
by 5:00pm (New Zealand time) on 28 October 2022.
General information
This document has been prepared by Cooks Coffee Company
Limited (Cooks) in connection with a 1 for 6.367 renounceable
rights offer of new ordinary shares to Eligible Shareholders. The
Offer is made under the exclusion in clause 19 of Schedule 1 of the
Financial Markets Conduct Act 2013 (the FMCA).
This document is not a product disclosure statement for the
purposes of the FMCA and does not contain all of the information
that an investor would find in a product disclosure statement, or
which may be required in order to make an informed investment
decision about the Offer or Cooks.
Additional information available
Cooks is subject to continuous disclosure obligations under the
NZX Main Board Listing Rules. Further information relating to the
Rights Offer can also be found in Cooks’ recent market
announcements, and most recent financial statements, which can
be accessed online at www.nzx.com under the ticker code CCC.
Cooks may, during the period of the Offer, make additional
releases to the NZX. To the maximum extent permitted by law, no
release by Cooks to the NZX will permit an applicant to withdraw
any previously submitted application without Cooks’ prior consent.
We encourage you to read this document and to seek investment
advice from a suitably qualified professional adviser before you
consider investing.
Offering restrictions
No action has been taken to permit a public offering of the New
Shares in any jurisdiction outside New Zealand, Australia, the
United Kingdom, or Ireland. The Offer may also be made and
accepted in such other places where a shareholder satisfies Cooks
that the Offer can lawfully be made and accepted. However,
shareholders in the United States are not eligible to participate in
the Rights Offer. Similarly, shareholders (including trustees,
Custodians and nominees) who hold Shares on behalf of persons
in the United States, or are acting for the account or benefit of
persons in the United States, are not eligible to participate in the
Rights Offer on behalf of those persons.
The distribution of this document (including an electronic copy) in
a jurisdiction outside the Offer Jurisdictions may be restricted by
law and persons who come into possession of it (including
nominees, trustees or custodians) should seek advice on and
observe any such restrictions.
No person may subscribe for, purchase, offer, sell, distribute or
deliver New Shares, or be in possession of, or distribute to any
other person, any offering material or any documents in
connection with the New Shares, in any jurisdiction unless in
compliance with all applicable laws and regulations. Without
limiting the foregoing, this document may not be sent to or
distributed in the United States.
This document does not constitute an offer to sell, or the
solicitation of an offer to buy, any Shares in the United States. The
Shares to be offered and sold under this Offer have not been, and
will not be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States or to any person acting for the
account or benefit of a person in the United States except in
accordance with an available exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities
Act and any other applicable securities laws.
No Guarantee
There is no guarantee that the Offer will proceed nor any
guarantees about the future performance of Cooks or any return
on any investment made under this document.
Decision to participate in the Offer
The information in this document does not constitute financial
product advice or a recommendation to acquire New Shares. This
document has been prepared without taking into account the
investment objectives, financial, or taxation situation or particular
needs of any applicant or investor.
Forward Looking Statements
This document contains certain statements that relate to the
future. Such forward looking statements are not a guarantee of
future performance and involve known and unknown risks,
uncertainties, assumptions and other factors, many of which are
beyond the control of Cooks and which may cause the actual
results, performance or achievements of Cooks to differ materially
from those expressed or implied by such statements.
Under no circumstances should you regard the inclusion of forward
looking statements in this document as a guarantee of future
performance.
The statements, although made in good faith, involve known and
unknown risks, uncertainties and assumptions, many of which are
beyond Cooks’ control.
Privacy
Any personal information provided by Eligible Shareholders online
will be held by Cooks and/or Link at the addresses set out in the
Directory. This information will be used for the purposes of
administering your investment in Cooks and will be disclosed to
third parties only with your consent or if required by law. Under
the Privacy Act 2020 (New Zealand), you have the right to access
and correct any personal information held about you.
Dividend Policy
The directors have adopted a policy that there will be no dividend
payments or other distributions made for the foreseeable future.
Instead, any surplus funds will be used to fund immediate and
future growth opportunities.
Enquiries
Enquiries about the Offer can be directed to an NZX Firm or your
financial or legal adviser. If you have any questions about your
entitlement, or how to apply online, please contact Link.
Times
All references to time in this document are to New Zealand time.
Defined terms
Capitalised terms used in this document have the specific meaning
given to them in the Glossary at the back of this document or in
the relevant section of this document.

1
14 October 2022
Dear shareholders
Cooks Coffee Company rights issue
On behalf of the directors of Cooks Coffee Company Limited (“Cooks”), we are pleased to offer eligible
shareholders the opportunity to participate in our renounceable rights issue at an issue price of NZ$0.36 per
share (or £0.18 per share). The Rights will not be quoted and cannot be traded on the NZX Main Board.
As announced on 15 August 2022, Cooks intends to dual list on the Aquis Stock Exchange Growth Market in
London (“AQSE Growth Market”). Being such a predominantly UK and Ireland focused group, it makes sense for
us to dual list the Company in London and the Aquis Growth Market is ideally suited to our needs. We see
considerable opportunities for growth in the UK, and when investors taste our coffee and experience what we
offer, we are sure they will agree.
Cooks is undertaking this capital raise with the objective of using the proceeds to:
 accelerate the opening of new stores, expand its offering, and bring greater value to customers and
shareholders;
 use the capital from the fundraising to progress its plans for an expanded digital
marketing capability and for general working capital purposes, with the aim of expanding our client
base and improving our overall product offering; and
 seek to acquire dynamic brands with a unique offering and will focus on targeting well-run firms with
strong sustainability credentials who can provide synergies with Cooks’ existing Esquires and Triple
Two brands.
The AGM presentation released by Cooks on 27 September 2022 sets out Cooks’ growth plans in further detail,
and is available at www.nzx.com under the ticker code “CCC”.
Eligible shareholders are entitled to take up 1 New Share for every 6.367 Existing Shares held, and to apply for
additional shares at that price. Eligible shareholders have until 5:00pm (New Zealand time) on 28 October
2022 to apply at the following link: https://cookscoffeecompany.capitalraise.co.nz
In parallel to the rights issue, the directors plan to make a private placement to new investors in the United
Kingdom and New Zealand at the same price as the shares offered in the rights issue. While Cooks is seeking to
raise NZ$3 million (£1.5m) through the rights issue and associated placement, Cooks reserves the right to
accept oversubscriptions in the placement or rights issue.
Before making your investment decision, I encourage you to read this document and information released by
Cooks to NZX available at www.nzx.com under the ticker code “CCC”, such as the full year result released in
May 2022, the annual report released in June 2022, and the AGM presentation released in September 2022. If
you are in doubt as to what you should do, you should consult your financial or professional adviser or a NZX
Broker.
Best Regards
Keith Jackson
Executive Chairman
Cooks Coffee Company Limited

2
KEY TERMS OF THE OFFER
The Offer A pro-rata renounceable rights issue of 1 New Share for
every 6.367 Existing Shares held on the Record Date
Eligible Shareholder Shareholders with registered addresses in the Offer
Jurisdictions on the Record Date
Issue price NZD0.36 (or £0.18) per New Share
Offer Size The Company is targeting to raise up to $3 million (£1.5
million) through the Offer or through placement of the
shortfall in acceptances of the Offer. In the event the
Company receives subscriptions for more than $3 million
(£1.5 million), it reserves the right to issue additional Shares.
Oversubscriptions If you accept your entitlement in full, you may apply for any
number of Additional New Shares pursuant to the
Oversubscription Facility
Shares currently on issue 53,059,493 Shares currently on issue, with 51,726,160
Shares quoted on the NZX Main Board
Maximum number of New Shares being offered 8,333,333 New Shares
When to apply Applications must be received by 5.00pm (New Zealand
time) on the Closing Date (28 October 2022, unless
extended).
How to apply Application may be made online at
https://cookscoffeecompany.capitalraise.co.nz

To complete an online application, you will be required to
enter your CSN/Holder number and an entitlement number.
Payment for applications made online must be made by
direct debit or for holders outside New Zealand by direct
credit. Alternatively Eligible Shareholders due any debt
from the Company may offer to set-off some or all of their
subscription obligation against some or all of the debt due
to them by notice in writing to the Company.
While participation in the Offer is optional, if Eligible Shareholders choose not to take up the Offer their
shareholdings will be diluted.
IMPORTANT DATES
Announcement of the Offer 7 October 2022
Record Date for determining eligibility 5.00pm on 17 October 2022
Opening Date and mailing/emailing of Offer documentation 18 October 2022
Closing Date (last day for online applications with payment),
unless extended
5.00pm on 28 October 2022
Allotment and issue of New Shares 2 November 2022
Quotation of New Shares 2 November 2022
Statements despatched 2 November 2022
These dates are subject to change and are indicative only. All references to dates and time are to New Zealand time.
Cooks reserves the right to amend this timetable (including by extending the Closing Date) subject to applicable laws
and rules of the NZX Main Board. Cooks reserves the right to withdraw the Offer and issue New Shares at any time
before the Issue Date in its absolute discretion.

3
TERMS AND CONDITIONS
1 The Offer
The Offer is an offer of New Shares in Cooks to Eligible
Shareholders under a pro-rata renounceable rights
issue. Under the Offer, Eligible Shareholders are
entitled to subscribe for 1 New Share for every 6.367
Existing Shares held on the Record Date (with any
fractional entitlements rounded up) and may apply for
Additional New Shares pursuant to the
Oversubscription Facility.
The New Shares are of the same class as (and rank
equally with) Cooks’ Existing Shares which are quoted
on the NZX Main Board. Cooks will take any necessary
steps to ensure that the New Shares are, immediately
after the issue, quoted. The maximum number of New
Shares being offered under the Offer is 8,333,333.
The Rights will not be quoted and cannot be traded on
the NZX Main Board.
2 Issue Price
The Issue Price is NZ$0.36 (or £0.18) per New Share.
The Issue Price must be paid in full in New Zealand
dollars or pounds sterling on application online at
https://cookscoffeecompany.capitalraise.co.nz by
5:00pm on 28 October 2022.
Cooks may accept late applications and application
monies, but has no obligation to do so. Cooks may
accept or reject (at its discretion) any online application
which it considers is not completed correctly, and may
correct any errors or omissions on any online
application.
If an Eligible Shareholder fails to accept any New Shares
and pay the associated application monies by the
Closing Date (5.00pm on 28 October 2022, unless
extended), their Rights will lapse.
As required by the Listing Rules, if Cooks receives,
before the Closing Date, a renunciation and an
acceptance in respect of the same Right(s), the
renunciation shall be given priority to the acceptance.
Application monies received will be held in a trust
account with the registry Link Market Services Limited
until the corresponding New Shares are allotted or the
application monies are refunded. Interest earned on
the application monies will be for the benefit, and
remain the property, of Cooks and will be retained by
Cooks whether or not the issue of New Shares takes
place. Any refunds of application monies will be made
within 5 Business Days of the issue of New Shares (or
such earlier date that the decision not to proceed with
the Offer is made).
3 Eligibility
The Offer is only open to Eligible Shareholders, being
those persons with registered addresses in the Offer
Jurisdictions (or as Cooks may otherwise determine in
compliance with applicable laws), who are registered as
Shareholders at the Record Date.
4 Oversubscription Facility
Eligible Shareholders who accept their full Entitlement
may also apply for Additional New Shares (in excess of
their Entitlement) at the Issue Price pursuant to the
Oversubscription Facility. Applicants may apply for any
number of Additional New Shares, but there is no
guarantee that applicants will be allocated any or all of
the Additional New Shares for which they apply.
No applicant for Additional New Shares will be allocated
any greater number of Additional New Shares than the
number for which they have applied and paid.
Cooks may scale the Oversubscription Facility
applications in such manner as the directors consider
equitable and in the interests of Cooks. The directors’
decision on scaling will be final.
5 Opening and Closing Dates
The Offer will open for receipt of acceptances on 18
October 2022 (the “Opening Date”). The last day for
receipt of applications made online with payment is
5.00pm on 28 October 2022, unless extended (the
“Closing Date”), subject to Cooks varying those dates in
accordance with the NZX Main Board Listing Rules.
6 Issue of New Shares
New Shares are expected to be allotted and issued on 2
November 2022 (the “Issue Date”).
In the event that the Offer is extended, Cooks reserves
the right to issue New Shares on or about 2 November
2022, and weekly thereafter as any further applications
are received, until the date up to 5 business days after
any extended closing date.
Statements for New Shares will be issued and mailed in
accordance with the Listing Rules.
7 Terms and Ranking of New Shares
New Shares allotted and issued will be fully paid and will
be the same class as (and rank equally in all respects
with) other Shares on issue that are quoted on the NZX
Main Board on the Issue Date.
The New Shares will give the holder the right to one
vote on a resolution at a meeting of shareholders
(subject to any restrictions in Cooks’ constitution or the
Listing Rules), the rights to dividends authorised by the
Board and the right to a proportionate share in any
distribution of surplus assets of Cooks on any
liquidation.
8 Partial acceptance
If you are an Eligible Shareholder, you are not required
to subscribe for all of the New Shares to which you
would be entitled under the Offer. You may subscribe
for a proportion of your New Shares or allow your
Entitlement to lapse.

4
9 Minimum amount raised
There is no minimum amount that must be raised for
the Offer to proceed.
10 Stock exchange Quotations
The New Shares have been accepted for quotation by
NZX and will be quoted upon completion of allotment
procedures. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator
regulated under the FMCA.
NZX accepts no responsibility for any statement in this
Offer document.
As announced on 15 August 2022, Cooks intends to dual
list on the Aquis Stock Exchange Growth Market (“AQSE
Growth Market”) under the ticker code “COOK”.
Assuming that Cooks’ application to list its Shares on
the AQSE Growth Market is approved and becomes
effective, New Shares may also become tradable
through that market.
11 No Rights trading
The Rights will not be quoted on the NZX Main Board
and accordingly there will be no established market for
Rights. If you wish to sell your rights privately to a buyer
you identify, you should contact Link (see Directory) to
request a Security Renunciation Form.
12 Compliance with Takeovers Code
To enable compliance with the Takeovers Code, to the
extent permitted by all applicable laws, Shareholders
may give an instruction to Cooks in writing to reclassify
some of their existing Shares or some of the New Shares
issued to them as non-voting shares having the same
terms as unlisted non-voting shares (being shares
having the same right as ordinary shares except that
they will not be quoted, will not carry any voting rights,
and may be reclassified as ordinary shares by notice in
writing to Cooks).
13 NZX Listing Rules
The issue of New Shares under the Offer is being
undertaken under Listing Rule 4.3.1(a) (Pro-rata issue)
and 4.4 (Rules applicable to pro-rata issues).
In addition, the directors plan to place the shortfall in
the rights issue with new investors at the same price as
this rights issue in accordance with Listing Rule 4.4.
14 Amendments to the Offer and waiver of compliance
Notwithstanding any other term or condition of the
Offer, Cooks may, at its discretion:
 make non-material modifications to the Offer on
such terms and conditions it thinks fit (in which
event applications for Shares under the Offer will
remain binding on the applicant notwithstanding
such modification and irrespective of whether an
application was received by the Link before or after
such modification is made); and/or
 suspend or terminate the Offer at any time prior to
the issue of the Shares under the Offer (including by
reviewing the timetable for the Offer). If the Offer
is terminated, application monies will be refunded
to applicants without interest within 5 business
days of termination.
Cooks reserves the right to waive compliance with any
provision of these terms and conditions.
Cooks will notify NZX of any waiver, amendment,
variation, suspension, withdrawal or termination of the
Offer.
15 Governing Law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.

5

GLOSSARY
“Additional New Shares” means New Shares which an
applicant applies for over and above their Entitlement
under the Oversubscription Facility.
“Business Day” has the meaning given to that term in
the Listing Rules.
“Closing Date” means 5.00pm on 28 October 2022
(unless extended beforehand by notice in writing to
NZX).
“Cooks” means Cooks Coffee Company Limited
(New Zealand company number 2089337).
“Eligible Shareholder” means a Shareholder of Cooks
with a registered address in the Offer Jurisdictions, as
at the Record Date.
“Entitlement” means the number of Rights to which
Eligible Shareholders are entitled.
“Existing Share” means a fully paid share in Cooks on
issue on the Record Date.
“Issue Date” means 2 November 2022.
“Issue Price” means NZ$0.36 (£0.18) per New Share.
“Link” means Link Market Services Limited.
“Listing Rules” means the NZX listing rules, as amended
from time to time and for so long as Cooks is listed by
NZX.
“New Share” means an ordinary share in Cooks offered
under the Offer of the same class as (and ranking
equally in all respects with) Cooks’ quoted Existing
Shares at the time of the issue of the New Shares.
“NZX” means NZX Limited.
“NZX Main Board” means the main board equity
security market operated by NZX.
“NZX Firm” means any entity designated as an NZX Firm
under the Participant Rules of NZX.
“Offer” means the offer to subscribe for New Shares to
Eligible Shareholders as at the Record Date, pursuant to
this document.
“Offer Jurisdictions” means New Zealand, Australia,
the United Kingdom, Ireland, and such other places
where a shareholder satisfies Cooks that the Offer can
lawfully be made and accepted. However, shareholders
in the United States are not eligible to participate in the
Rights Offer. Similarly, shareholders (including trustees,
Custodians and nominees) who hold Shares on behalf
of persons in the United States, or are acting for the
account or benefit of persons in the United States, are
not eligible to participate in the Rights Offer on behalf
of those persons.
“Opening Date” means 18 October 2022.
“Oversubscription Facility” means the facility that
entitles an Eligible Shareholder who accepts their
Entitlement in full to also apply for additional New
Shares.
“Record Date” means 5.00pm on 17 October 2022.
“Right” means the renounceable right to subscribe for
one New Share at the Issue Price, issued pursuant to the
Offer.
“Share” means one ordinary fully paid share in Cooks.
“Shareholder” means a registered holder of Shares on
issue.


























All references to time are to New Zealand time,
references to currency are to New Zealand dollars, and
any references to legislation are references to New
Zealand legislation, unless stated or defined otherwise.

DIRECTORY
Apply online at
https://cookscoffeecompany.capitalraise.co.nz
by 5:00pm (NZ time) 28 October 2022.

ENQUIRIES
Enquiries about this Offer should be directed to an NZX
Firm or your financial or legal adviser.

ISSUER
Registered Office:
VCFO, Level 1
96 St Georges Bay Road
Parnell
Auckland, 1052
New Zealand
Telephone: +64 9 367 9472
Website: www.cookscoffeecompany.com

DIRECTORS
Keith Jackson, Chairman, Chief Executive Officer
Michael Ambrose, Independent Director
Paul Elliott, Independent Director
Michael Hutcheson, Independent Director
Peihuan Wang, Independent Director


If you have any queries about your Entitlements please
contact Link Market Services Limited.

SHARE REGISTRAR
Link Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand

PO Box 91976
Auckland 1142
New Zealand

Telephone: +64 9 375 5998
Email: applications@linkmarketservices.com
Website: www.linkmarketservices.co.nz

LAWYERS
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand