Wholesale Convertible Note issue

21 November 2022

Wholesale Convertible Note issue
Cooks Coffee Company Limited (NZX: CCC, Aquis: COOKS) advise that, following an unsolicited
approach expressing interest in a convertible note offer, Cooks has approved the offer and issue of
up to NZ$2 million of convertible notes to selected wholesale investors in New Zealand, Australia or
the United Kingdom, with the key terms summarised in the Appendix.
Funds raised from the notes offer would be applied to
- Growth of the existing café network
- Acquisitions
- Development of digital infrastructure
- Repayment of third party debt,
Wholesale applications must be for at least NZ$25,000. There is no minimum amount sought.

Contact:
Keith Jackson
Executive Chairman
021 702 509

APPENDIX: KEY TERMS OF CONVERTIBLE NOTES
(a) Issuer
Cooks Coffee Company Limited (Cooks)
(b) Investors
Wholesale Investors in New Zealand or Australia only
(c)
Investment Amount /
Principal Amount
Minimum $25,000;
Total issue size up to $2 million
(c) Consideration
Cash payable on subscription
(e) Maturity Date
22 December 2023 (2023 Notes); OR
22 December 2024 (2024 Notes)
(f) Annual interest Rate
7.5%per annum for 2023 Notes or 9.0%per annum for 2024 Notes,
payable quarterly in cash
Interest shall be paid quarterly in arrears in equal amounts on 31
March, 30 June, 30 September, and 31 December in each year, (or if
that day is not a Business Day, the next Business Day) until and
including the Maturity Date, with the first interest payment date
being for the period from the relevant issue date until 31 March
2023, and the last interest payment date being the relevant Maturity
Date
(g) Conversion /
Repayment
The Notes will mandatorily convert to ordinary shares in Cooks at a
15% discount to the preceding 20 business day VWAP of the
ordinary shares of the Company on the relevant Maturity Date, or at
the discretion of the Company repaid in cash
(h) Security
The Convertible Notes will be unsecured and rank pari-passu with
other unsecured trade creditors of Cooks
(i) Ranking
On a liquidation of Cooks, each Convertible Note will rank as
unsecured and unsubordinated debt obligations of Cooks, ranking:
➢ behind any secured liabilities and liabilities which are preferred by
law;
➢ equally with other Convertible Notes and equally among the rights
and claims of equal ranking obligations including all other
unsecured, unsubordinated obligations, including trade creditors;
and
➢ ahead of any holders of subordinated debt and ahead of
Shareholders
(k) Business Day
A day (other than Saturday or Sunday) on which registered banks
are generally open for business in Auckland, except that in the
context of the Listing Rules it means a day on which the NZX Debt
Market is open for trading
(m) Governing Law
New Zealand
(n) Eligible Investors
Each Investor is a “Wholesale Investor” or an “Eligible Investor” as
defined by Schedule 1 of the Financial Markets Conduct Act 2013 or
a “Sophisticated Investor” or “Professional Investor” for the
purposes of the Corporations Act 2001 (Australia)