Rights Issue Offer Document

ENPRISE GROUP LIMITED


RIGHTS OFFER


PRO RATA 1 FOR 10 RENOUNCEABLE RIGHTS OFFER OF
ORDINARY SHARES
1 NOVEMBER 2022










NOT FOR RELEASE TO U.S. WIRE SERVICES OR
DISTRIBUTION IN THE UNITED STATES.


Apply online at https://enprise.rightsoffer.co.nz by 5:00pm (New
Zealand time) on 18 November 2022

2
CONFIDENTIAL





Apply online at https://enprise.rightsoffer.co.nz by 5:00pm (New Zealand time) on 18 November 2022

This Offer Document is an important document. It explains Enprise Group Limited’s plans to raise new capital of
approximately $1.373 million through a rights issue and your opportunity to participate. The rights issue detailed in this
Offer Document will give all Eligible Shareholders the right to acquire 1 additional share for every 10 shares they hold
on the Record Date (5.00pm on 2 November 2022), at a price of NZ$0.85 per share or A$0.77 per share.


This is an important document. You should read the whole Offer Document before deciding whether to
subscribe for shares. If you have any doubts about what to do, please consult your financial or legal adviser.


CONTENTS


Chairman’s Letter 3
1
Important Notice 4
2 Key terms of the Offer and Important dates 7
3 Business Overview and Additional Disclosure 9
4 Terms of the Offer 12
5 Glossary 14
6
Corporate Directory 16

Enprise Group Limited

CONFIDENTIAL
3





Chairman’s Letter


1 November 2022

Dear fellow shareholder,


On behalf of the Directors of Enprise Group, we are pleased to offer you the opportunity to participate in our 1 for 10 rights issue,
offering up to 1,615,770 new fully paid ordinary shares at NZ$0.85 per share or A$0.77 per share. The rights will not be quoted
and cannot be traded on the NZX Main Board.
Enprise Group Limited (“Enprise Group”) is raising equity to:
1. Continue the growth of Kilimanjaro Consulting Group (“Kilimanjaro”) in Australia and New Zealand, provide for
diversification and legal defense of our position with MYOB. Replenish the investment in merging the systems across
Australia and New Zealand into “One Company – One Team – One Brand”.
2. Invest further into iSell to accelerate the penetration and expanding the features to expand North America, where 6
customers have already been acquired. iSell is focused on growing sales in their established markets (Australia, New
Zealand, South Africa, United Kingdom and North America).
3. Replenish working capital reserves following investments made in Datagate Innovations Limited (“Datagate”) and iSell
Pty Ltd (“iSell”).
4. Invest further into Datagate to continue and accelerate growth in both functionality and geographic regions in particular
Australia and Europe.
5. Continue to support the expansion of Vadacom with their new “Next Voice” growth strategy.
Enprise shares have been trading between $0.89 and $1.38 this calendar year so at NZ$0.85 or A$ 0.77 the rights issue is a 17.5%
discount to the last traded price.
The offer enables you to take up 1 share for every 10 shares you currently hold. If you choose not to invest, your shareholding could be
diluted by up to 10% if the offer is fully subscribed.
YOU HAVE UNTIL 5.00PM ON 18 NOVEMBER 2022 TO SUBSCRIBE FOR NEW SHARES.
Further details about the rights issue and the terms and conditions of the issue are set out in this Offer Document. To take up all or
some of your rights, please complete the online application at https://enprise.rightsoffer.co.nz, by no later than 5.00pm (New
Zealand time) on 18 November 2022. Payment of your Application Monies can be made by direct debit in New Zealand dollars or by
direct credit Australian dollars. Please read this Offer Document carefully before deciding what to do. If you have any questions about
how to deal with your rights, you are encouraged to talk to a professional adviser.
On behalf of the Board, I invite you to consider this opportunity and thank you in advance for your ongoing support of Enprise Group.


Yours sincerely




Nick Paul
Chairperson

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1 Important Notice



IMPORTANT NOTICE
This Offer Document has been prepared by Enprise Group Limited (“ENS” or “Enprise Group”) in
connection with a pro-rata 1 for 10 renounceable rights offer of ordinary shares (“Offer”). The Offer is made
to Eligible Shareholders pursuant to the exclusion in clause 19 of schedule 1 of the Financial Markets
Conduct Act 2013 (“FMCA”). This Offer Document is not a product disclosure statement 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 to make an informed decision about the Offer or Enprise Group.
ADDITIONAL INFORMATION AVAILABLE UNDER ENPRISE GROUP LIMITED’S DISCLOSURE
OBLIGATIONS
Enprise Group Limited is subject to continuous disclosure obligations under the Listing Rules which require
it to notify certain material information to NZX. Market releases by Enprise Group Limited, including its most
recent financial statements, are available at nzx.com under the ticker code ENS and on Enprise Group
Limited’s website, www.enprise.com.
Enprise Group Limited may, during the Offer, make additional releases to NZX. No release by Enprise
Group Limited to NZX will permit an Applicant to withdraw any previously submitted Application without
Enprise Group Limited’s prior consent.
The market price of Shares may increase or decrease between the date of this Offer Document and the
date of allotment of New Shares. Any changes in the market price of Shares will not affect the Application
Price, and the market price of New Shares following allotment may be higher or lower than the Application
Price.
OFFERING RESTRICTIONS
This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders. To be an
Eligible Shareholder you must be:
• a Wholesale Shareholder with a registered address in Australia;
• a Shareholder with a registered address in New Zealand; or
• in a jurisdiction where Enprise Group is satisfied the Offer may lawfully be made and accepted.
This Offer Document does not constitute an offer or invitation in any country in which, or to any person to
whom, it would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person outside New Zealand or Australia
(Wholesale shareholder) in circumstances in which the Offer or distribution of this Offer Document would
be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand
and Australia (Wholesale shareholder) may be restricted by law. In particular, this Offer Document may
not be distributed to any person, and the New Shares may not be offered or sold, in any country outside
New Zealand except as detailed in this Offer Document, and must not be distributed in the United States
and in any event only in compliance with applicable laws.
NO GUARANTEE
No guarantee is provided by any person in relation to the New Shares to be issued under the Offer.
Likewise, no warranty is provided with regard to the future performance of ENS or any return on any
investments made pursuant to this Offer Document. Eligible Shareholders should be aware that there are
risks associated with investing in the New Shares. The principal risk is that Eligible Shareholders may not
be able to recoup the Issue Price and/or may not receive any dividends, entitlements or other distributions
in respect of the New Shares. In addition, the market for the New Shares may not be liquid. If liquidity is low,
Eligible Shareholders may be unable to sell their New Shares at an acceptable price or at all.

CONFIDENTIAL
5








DIVIDEND POLICY
The payment of dividends is at the discretion of the Board. The Board has no present intention to make
a distribution. This policy may change from time to time at the discretion of the Board as and when funds
permit. The New Shares allotted from this Offer will participate alongside Existing Shares in any dividends
declared by ENS subsequent to their allotment.
PRIVACY
Any personal information provided by Eligible Shareholders online will be held by ENS and/or Link at the
addresses set out in the Directory. This information will be used for the purposes of administering your
investment in ENS 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.
USE OF FUNDS
ENS plans to apply the funds raised to:
• Continue the growth of Kilimanjaro Consulting Group (“Kilimanjaro”) in Australia and New
Zealand, provide for diversification and fund the legal defense of our position with MYOB.
Replenish the investment in merging the systems across Australia and New Zealand into “One
Company – One Team – One Brand”.
• Invest further into iSell to accelerate the penetration and expanding the features to enable iSell to
grow in North America, where 6 customers have already been acquired. iSell is focused on
growing sales in their established markets (Australia, New Zealand, South Africa, United Kingdom
and North America).
• Replenish working capital reserves following investments made into Datagate Innovations
Limited (“Datagate”), and iSell Pty Ltd (“iSell”).
• Invest further into Datagate to continue and accelerate growth in both functionality and
geographic regions in particular Australia and Europe
• Continue to support the expansion of Vadacom with their new “Next Voice” growth strategy.
IT IS YOUR DECISION TO PARTICIPATE IN THE OFFER
The information in this Offer Document does not constitute a recommendation to acquire New Shares
nor does it amount to financial product advice. This Offer Document has been prepared without taking
into account the particular needs or circumstances of any Applicant or investor, including their investment
objectives, financial or tax position.
AMENDMENTS TO THE OFFER AND WAIVER OF COMPLIANCE
Notwithstanding any other term or condition of the Offer, ENS may, at its discretion:
 make immaterial 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 Registrar 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.

CONFIDENTIAL
6


ENS reserves the right to waive compliance with any provision of these terms and conditions.
ENS will notify NZX of any waiver, amendment, variation, suspension, withdrawal or termination of
the Offer.
ENQUIRIES
Enquiries about the Offer can be directed to an NZX Firm, your financial or legal adviser, accountant or
other professional adviser. If you have any questions about the number of New Shares shown on your
Entitlement notification, or how to complete the online application, please contact the Registrar, whose
contact details are set out in the Directory.
TIMES AND DOLLARS
All references to time in this Offer Document are to New Zealand time. Unless otherwise indicated, all
references to $ are to New Zealand dollars.
LEGISLATION
All references to legislation are references to New Zealand legislation unless stated or defined otherwise.
DEFINED TERMS
Capitalised terms used in this Offer Document have the meaning given to them in the Glossary at the back
of this Offer Document or in the relevant section of this Offer Document.

CONFIDENTIAL
7


2 Key terms of the Offer & Important dates




KEY TERMS OF THE OFFER

Issuer Enprise Group Limited.
Offer
A pro rata renounceable rights issue of 1 New Share for every 10 Existing Shares
held at 5.00pm (NZ time) on the Record Date, with fractional entitlements being
rounded down to the nearest share.
Eligible Shareholders
A Shareholder with a registered address in
• New Zealand at 5.00pm (NZ time) on the Record Date.
• Australia at 5.00pm (NZ time) on the Record Date, provided that the
shareholder is a Wholesale Shareholder.
Rights
The right to subscribe for New Shares under the Offer. Eligible Shareholders have
an entitlement to subscribe for 1 New Share for every 10 Existing Shares held on the
Record Date (5.00pm, 2 November 2022). Eligible Shareholders may take up some
or all or none of their Rights
Application Price
NZ$0.85 per New Share, which sum is payable by shareholders with a registered
address in New Zealand, or AUD $0.77 per New Share which sum is payable by
Wholesale Shareholders with a registered address in Australia.
The Application price represented a 20.62% discount to the 30-day VWAP
for the Company’s shares as at the date of the announcement of this Offer to the
market.
Offer size Approximate amount to be raised under the Offer: NZD $1,373,405
New Shares
Ordinary Shares of the same class as, and that rank equally with, Existing Shares
at the time of allotment of the New Shares.
Shares currently on issue 16,157,699 Ordinary Shares quoted on the Main Board
Maximum number of New
Shares being offered
Up to 1,615,770 New Shares.
Maximum number of
Ordinary Shares on
completion of the Offer

17,773,469 Ordinary Shares
How to apply
Applications must be made by either completing an online application at
https://enprise.rightsoffer.co.nz. Payment may be made in New Zealand dollars
or Australian dollars.
Underwriting The Offer is not underwritten.

CONFIDENTIAL
8









IMPORTANT DATES


Event

Date
Announcement of the Offer 25 October 2022
Record Date for determining Entitlements 5.00pm (NZ time), 2 November 2022
Dispatch of Entitlement notifications 3 November 2022
Offer opens 10.00am (NZ time), 3 November 2022
Closing Date for the Offer (last day for online applications with payment),
unless extended
5.00pm (NZ time), 18 November 2022
Allotment and issue of New Shares under the Offer 24 November 2022
Expected date for quotation of New Shares issued under the Offer 24 November 2022



The dates above are subject to change and are indicative only. Enprise Group reserves the right to amend this
timetable (including by extending the Closing Date) subject to applicable laws and the Listing Rules. Enprise Group
reserves the right to withdraw the Offer at any time at its absolute discretion.

CONFIDENTIAL
9


3 Business Overview and additional disclosure



Business Overview
Enprise Group consists of four software business units that provide accounting and integrated data
management solutions to small and medium-sized enterprises in the global market. These business units
are:
• 100% of Kilimanjaro Consulting in both New Zealand and Australia;
• 75.03% share in iSell Pty Limited;
• 31.9% share in Datagate Innovation Limited and
• 6.2% share in Vadacom Holdings Limited.
A summary of the operations for the respective business divisions is provided below. A more comprehensive
explanation of those business divisions is provided subsequently in this Disclosure Document.

Kilimanjaro Consulting Group are Platinum MYOB (NZ) and Diamond MYOB (Australia) Partner resellers that
operate from offices in Auckland, Hamilton, Wellington, Sydney, Brisbane, Perth and Melbourne. Servicing
approximately 1,300 customers throughout Australasia, Kilimanjaro Consulting Group specialises in selling
and supporting the MYOB EXO and MYOB Advanced range of business management and ERP software. It
also sells and services a selection of companion products that integrate with MYOB products.
Kilimanjaro Consulting Group has the competitive advantage of being the largest, most experienced
New Zealand and Australian reseller and the only trans-Tasman reseller of the very popular MYOB
EXO business software package. Kilimanjaro Consulting Group is the logical choice for businesses
that are New Zealand/Australia based or have offices in both countries and want MYOB EXO or
MYOB Advanced solutions.
Recurring and Contracted Revenue for the year ended 30 June 2022 was $7.222 million which was
an increase from the prior year of 20.5%.
Recurring revenue 3.897 million
Contracted revenue 3.325 million
Total recurring and contracted revenue 7.222 million


1
Kilimanjaro Consulting

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10



Enprise holds a 75.03% shareholding in iSell, who provide an online quoting platform for Managed Service
Providers under a Software-as-a-Service (SaaS) model. Their innovative IT Quoter application, is
specifically designed to streamline and enhance all sales functions performed by IT Resellers through
rapid quote creation, sales management, tracking and final order handling. IT Quoter combines and utilises
a single database containing pricing and product information from multiple distributors (suppliers) and
vendors. iSell has 328 customers currently generating $1.08M in Annual Recurring Revenue (up 26% over
last year). iSell has customers using IT Quoter in Australia, New Zealand, South Africa, United Kingdom,
Denmark, Netherlands, Namibia and the USA.

Country % ARR
Australia 73%
Europe 14%
New Zealand 11%
Africa 1%
North America 1%

100%

The integration with Datagate has been completed which will enable further synergies between the companies.
Further investment in expanding the functionality with the PSA tools Halo and Cloud Blue is in progress.
2
iSell Pty Limited
(“iSell”)

CONFIDENTIAL
11






Enprise holds a 31.9% shareholding in Datagate, which provides online reporting and billing portals for telcos,
utility companies and hosted service providers under a Software-as-a-Service (SaaS) model. It is unique in the
sector because it enables resellers to provide a range of aggregated services to their business customers with
minimal investment in technology or back office resource. The cloud-hosted SaaS model allows global
deployment with a business case that stacks up for small regional business services suppliers as well as large
international providers.
Datagate is currently building up its base of customers and in September 2022 had grown another 44% over
the last year to $2.8M annual recurring revenue. Datagate had 321 customers at 30 September 2022, of which
126 were via channel partners.

Country % ARR
USA 70%
New Zealand 17%
Australia 9%
United Kingdom 4%

100%
At the price of the 1 December 2020 share issue in Datagate of $2.20 per share, the Datagate shares
which Enprise holds (2,010,397) would have an implied market value of $4,422,873. The book value of the
shares at 30 September 2022 was $559,386 being $2,971,017 below market value at the last raise.
Enprise holds a $500,000 convertible note out of a total convertible note issue of $1.55M issued on 20
December 2020. It is expected that this will convert to shares including the capitalized interest in March
2023.

Enprise holds a 6.2% shareholding in Vadacom Holdings Limited, which provides telecommunication
services and a cloud PBX solution. Vadacom Holdings Limited has 2 subsidiaries, Next Telecom which
provides telecommunications services to SME customers in New Zealand and Vadacom which provides the
cloud PBX software to resellers in New Zealand and Australia. Vadacom released its new cloud product
“Next Voice” to the market in April 2021.

Additional Disclosures
On 1 August 2022, Enprise disclosed to the NZX that MYOB have purported to retrospectively reduce the
margins that Kilimanjaro Consulting receives on existing sales of MYOB Exo software. The impact of the
purported reduction of 42.86% would be approximately $935,000 per annum. This would significantly impact
the support services that Kilimanjaro Consulting is able to deliver to their MYOB Exo software customers.
The board rejects the assertion by MYOB that they are able to unilaterally alter these margins. Enprise has
advised MYOB of its intention to formally dispute this purported decrease in fees.

Also refer to note 26(b) on page 36 of Enprise’s Annual Report 2022, which is available at www.nzx.com
under the ticker code “ENS”.


3 Datagate Innovation
Limited (”Datagate”)

4
Vadacom Holdings
Limited

CONFIDENTIAL
12


4 Terms of the Offer



THE OFFER
The Offer is an offer of New Shares in ENS 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 10 Existing Shares held on the Record Date. Any fractional Entitlements will
be rounded down to the nearest whole number. The rights will not be quoted and cannot be traded on the NZX Main Board.
The New Shares will be of the same class as, and rank equally with, the Existing Shares which are quoted on the Main Board. It is a term of the
Offer that ENS 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 1,615,770.
ISSUE PRICE
The Issue Price under the Offer is NZ$0.85 or A$0.77 per New Share. The Issue Price is a 20.62% discount to the 30 day VWAP. The Issue
Price must be paid in full in New Zealand dollars or Australian dollars on application online at https://enprise.rightsoffer.co.nz, by 5:00pm (New
Zealand time) on 18 November 2022. ENS may (at its discretion) accept late applications and Application Monies, but has no obligation to do so.
ENS 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 does not apply for any New Shares and pay the associated Application Monies by the Closing Date (5.00pm on 18
November 2022), their Rights will lapse.
Application Monies received will be held in a trust account with the Share Registrar 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 ENS and will be
retained by ENS whether or not the issue and allotment of New Shares takes place.
Any refunds of Application Monies will be made within five Business Days of allotment, or, if a decision is made not to proceed with the Offer,
within five Business Days of the date of that decision.
ELIGIBILITY
The Offer is only open to Eligible Shareholders or persons that ENS is satisfied can otherwise participate in the Offer in compliance with all
applicable laws.
ENS considers that the legal requirements of jurisdictions other than New Zealand are such that it would be unduly onerous for ENS to make
the Offer in those jurisdictions. This decision was made having regard to the small number of Shareholders in such overseas jurisdictions, the
financial resources of ENS and the costs of complying with overseas legal requirements.
This Offer Document is intended for use only in connection with the Offer to any person recorded in ENS’ share register as a Shareholder at
5.00pm (NZ time) on the Record Date:
• whose address is shown in ENS’ share register as being in New Zealand; or
• whose address is shown in ENS’s share register as being in Australia, and where ENS considers that shareholder is also a Wholesale
Shareholder.
This Offer Document is not to be sent or given to any person outside New Zealand in circumstances in which the Offer or distribution of this Offer
Document would be unlawful.

CONFIDENTIAL
13








OPENING AND CLOSING DATES
The Offer will open for receipt of acceptances from 3 November 2022 (Opening Date). The last day for receipt of the online application with
payment is 5.00pm on 18 November 2022 (Closing Date), subject to ENS varying those dates in accordance with the Listing Rules.
OVERSUBSCRIPTION
Any New Shares in respect of which Rights are not taken up will form the Shortfall and will be available to Applicants under the Oversubscription
Facility. Accordingly, Applicants may apply for an additional number of New Shares in excess of the Rights they hold subject to the resulting
availability.
If Oversubscription Facility applications exceed the amount of the Shortfall then such applications will be satisfied on a pro-rata basis (calculated
based on the proportion of Existing Shares held by each Applicant to the Oversubscription Facility as at the Record Date) up to the total number
of New Shares comprising the Oversubscription Facility.
Applications for additional New Shares under the Oversubscription Facility must be satisfied in cash, and will be accepted (in full or in part) or
rejected at the Board’s discretion and subject to any applicable laws.
ALLOTMENT OF NEW SHARES
New Shares issued pursuant to the exercise of Entitlements are expected to be allotted and issued by 24 November 2022 (Issue Date). Transaction
statements confirming the allotment of your New Shares will be issued and mailed in accordance with the Listing Rules.
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, Existing Shares on issue
that are quoted on the Main Board on the Issue Date. They will give the holder the right to one vote on a resolution at a meeting of Shareholders
(subject to any restrictions in ENS’ constitution or the Listing Rules), the right to dividends authorised by the Board and the right to a proportionate
share in any distribution of surplus assets of ENS on any liquidation.
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 ENS 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 ENS).
NO MINIMUM AMOUNT TO BE RAISED
There is no minimum amount that must be raised for the Offer to proceed.
MAIN BOARD QUOTATION
The New Shares have been accepted for quotation by NZX and will be quoted upon completion of allotment procedures. The Main Board is a
licensed market operated by NZX, a licensed market operator, regulated under the FMCA.
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).
GOVERNING LAW
This Offer Document, the Offer and any contract resulting from it are governed by the laws of New Zealand, and each Applicant submits to the
exclusive jurisdiction of the courts of New Zealand.

CONFIDENTIAL 14


5 Glossary



Allotment Date
means the date for allotment of New Shares under the Offer, expected to be on 24 November 2022.
Applicant means an investor whose application for New Shares has been received by the Registrar.
Application means an application to subscribe for New Shares under this Offer Document.
Application Monies means monies received from Applicants in respect of their Applications.

Application Price
means NZ$0.85 per New Share, which sum is payable by shareholders with a registered address in
New Zealand, or A$0.77 per New Share which sum is payable by Wholesale Shareholders with a
registered address in Australia.
Board means the board of directors of Enprise Group.
Business Day has the meaning given to that term in the Listing Rules.
Closing Date means 5.00pm (NZ time) on 18 November 2022 (unless extended in accordance with the Listing Rules).


Eligible Shareholder
means a Shareholder who as at 5.00pm (NZ time) on the Record Date:
• is registered as a Shareholder at 5.00pm (NZ time) on the Record Date and has a registered
address in New Zealand; or
• is a Wholesale Shareholder at 5.00pm (NZ time) on the Record Date and has a registered
address in Australia.
Enprise, Enprise Group and
ENS
means Enprise Group Limited.
Entitlement means the number of Rights to which Eligible Shareholders are entitled .
Entitlement notification
means the personalised Entitlement notification provided to Eligible Shareholders.
Existing Share
means a fully paid ordinary share in Enprise Group on issue at 5.00pm (NZ time) on the Record Date.
Ineligible Shareholders means Shareholders other than Eligible Shareholders.
Issue Date
means the date of allotment of the New Shares pursuant to the exercise of Entitlements, which is
expected to be 24 November 2022.
Issue Price means NZ$0.85 or A$0.77 per New Share.
Listing Rules means the NZX Listing Rules
Main Board means the NZX Main Board
New Share
means an ordinary share in Enprise Group offered under the Offer of the same class as (and
ranking equally in all respects with) Existing Shares at the time of allotment of the New Shares.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm under the Participant Rules of NZX.
Offer
means the offer of New Shares to Eligible Shareholders as at the Record Date, under the
renounceable rights offer set out in this Offer Document.
Offer Document means this document.
Opening Date means 3 November 2022.
Ordinary Share means one ordinary fully paid share in ENS.
Oversubscription Facility
means the facility comprised of the Shortfall and available for subscription to Applicants on the terms
described in this Offer Document.

CONFIDENTIAL
15








Record Date means 5pm (New Zealand time) on 2 November 2022.
Registrar means Link Market Services Limited.
Right
mans the right to subscribe for 1 New Share for every 10 Existing Shares held on the Record Date at the
Issue Price, issued pursuant to the Offer.
Share means one Ordinary Share
Shareholder means a registered holder of Shares on issue.
Shortfall
means the number of New Shares not taken up not taken up by Eligible Shareholders through their
Rights.


Wholesale Shareholder
means a shareholder in Enprise Group who has a registered address in Australia, and who Enprise
Group considers is a person to whom an offer of shares for issue may lawfully be made without
disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) (as modified by any applicable
regulatory instrument).

CONFIDENTIAL 16


7 Corporate Directory



Apply online at https://enprise.rightsoffer.co.nz by 5:00pm (New Zealand time) on 18 November
2022

ISSUER
Enprise Group Limited
16 Hugo Johnston Drive Penrose
Auckland 1061 or
PO Box 62262
Sylvia Park
Auckland 1644
T: 64 9 829 5500
E: info@enprise.com

DIRECTORS OF ENPRISE GROUP LIMITED
Nicholas James Paul (Independent Chairperson)
George Elliot Cooper (CEO – Enprise Group)
Lindsay John Phillips (Non-Executive Director)
Ronald Ivor Baskind (CEO – Kilimanjaro Consulting)
Marisa Fong (Independent Director)

REGISTRAR
Link Market Services Limited
PO Box 91976
Victoria Street West Auckland 1142
T: 64 9 375 5998
W: linkmarketservices.co.nz
E: applications@linkmarketservices.co.nz

LEGAL ADVISER
Chapman Tripp
PO Box 2206
Auckland 1140

18
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