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Savor releases rights issue offer document

Capital Raise8 February 2023SVRConsumer Staples

P 1Savor Limited Rights Issue Offer Document
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.

Dated 9 February 2023

Rights Issue

Offer Document

P 2Savor Limited Rights Issue Offer Document
Important Information

General information

This document has been prepared by Savor Limited

(Savor) in connection with a 5 for 43 renounceable

rights offer of new ordinary shares to Eligible

Shareholders to raise up to $3.25 million. 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 Savor.

Additional information available under

continuous disclosure obligations

Savor is subject to continuous disclosure obligations

under the NZX Main Board Listing Rules. Market

releases by Savor, including its most recent financial

statements, are available at www.nzx.com under the

ticker code SVR.

Savor may, during the period of the Offer, make

additional releases to the NZX. To the maximum extent

permitted by law, no release by Savor to the NZX

will permit an applicant to withdraw any previously

submitted application without Savor’s prior consent.

Offering restrictions

No action has been taken to permit a public offering of

the New Shares in any jurisdiction outside New Zealand

and Australia. The distribution of this document

(including an electronic copy) in a jurisdiction outside

New Zealand or Australia 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 limitation, this

document may not be sent into or distributed in the

United States.

No Guarantee

No person named in this document (nor any other

person) guarantees the New Shares to be issued or

warrants the future performance of Savor or any return

on any investment made pursuant to 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 Savor and which may cause the actual results,

performance or achievements of Savor 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 Savor’s

control.

Privacy

Any personal information provided by Eligible

Shareholders online will be held by Savor and/

or Link at the addresses set out in the Directory.

This information will be used for the purposes of

administering your investment in Savor 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 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.

P 3Savor Limited Rights Issue Offer Document
Letter from the Executive Chairman

9 February 2023

Dear fellow shareholders

Savor rights issue

On behalf of the directors of Savor Limited (Savor), we are pleased to offer eligible shareholders the

opportunity to participate in our fully underwritten renounceable rights issue at an issue price of 42.3

cents per share.

Savor has seen significant interest from existing and potential shareholders to participate in the growth

of the Company. The Board considers the timing to be right to raise further capital to pay down all

short term floating rate liabilities, recapitalise the Group’s balance sheet, and position the Group for

growth out of cash flow.

This rights issue follows on from the private placement undertaken in May 2022 for the builds of the

new Bivacco and MoVida venues and allows existing shareholders to participate in the discounted

growth capital raised. Given the substantial movement in interest rates the Board has decided the

proceeds will be used primarily to pay down all short term floating rate liabilities leaving only fixed rate

debt obligations. The Group’s average term debt is greater than two years to maturity and carries an

average interest rate of less than 4%.

Savor considers the Group is now well positioned to accelerate its growth through existing and new

venues, as well as exploring merger and acquisition opportunities as they arise.

Savor has received commitments from wholesale investors to fully underwrite this renounceable

rights issue of $3.25 million at 42.3 cents per share, a 10% discount to the volume weighted average

share price in the 5 trading days prior to the announcement of the rights issue on 31 January 2023.

Eligible shareholders will be able to apply for oversubscriptions, and Savor reserves the right to place

additional shares at the same issue price if demand exceeds Savor’s expectations. No assurance can

be given on the future price of Savor shares.

The Board encourages you to consider participating in the offer.

Best Regards


Paul Robinson

Executive Chairman

Savor Limited

P 4Savor Limited Rights Issue Offer Document
The Offer ����������������������������������������� A fully underwritten pro-rata renounceable rights issue

of 5 New Shares for every 43 Existing Shares held on the

Record Date (with fractional entitlements being rounded to

the nearest whole number)

Eligible Shareholder ����������������������������� Shareholders with registered addresses in New Zealand

or Australia (or as Savor may otherwise determine in

compliance with applicable laws) on the Record Date

Issue price ���������������������������������������� $0.423 per New Share

Offer Size ����������������������������������������� The maximum amount to be raised under the Offer is $3.25

million (including through the Oversubscription Facility)

Oversubscriptions ������������������������������� If you accept your entitlement in full, you may apply for

Additional New Shares pursuant to the Oversubscription

Facility

Shares currently on issue ������������������������ 66,784,947 Shares quoted on the NZX Main Board

Maximum number of New Shares being offered 7,765,691 New Shares

When to apply ������������������������������������ Applications must be received by 5.00pm on the Closing

Date (22 February 2023, unless extended).

How to apply ������������������������������������� Application may be made online at

www.savor.rightsoffer.co.nz

Payment for applications made online must be made by

direct debit.

While participation in the Offer is optional, if Eligible Shareholders choose not to take up the Offer their

shareholdings will be diluted.


Announcement of the Offer 31 January 2023

Record Date for determining eligibility 5.00pm on 10 February 2023

Opening Date and mailing/emailing of Offer documentation 13 February 2023

Closing Date (last day for online applications, with payment), unless extended 5.00pm on 22 February 2023

Allotment and issue of New Shares 28 February 2023

Quotation of New Shares 28 February 2023

Statements mailed 28 February 2023

These dates are subject to change and are indicative only. Savor reserves the right to amend this timetable

(including by extending the Closing Date) subject to applicable laws and rules of the NZX Main Board.


Savor reserves the right to withdraw the Offer and issue New Shares at any time before the Issue Date in its

absolute discretion.

Important Dates

Key Terms of the Offer

P 5Savor Limited Rights Issue Offer Document
Terms and Conditions

1 The Offer

The Offer is an offer of New Shares in Savor

to Eligible Shareholders under a pro-rata

renounceable rights issue. Under the Offer,

Eligible Shareholders are entitled to subscribe for

5 New Shares for every 43 Existing Shares held on

the Record Date (with any fractional entitlements

rounded to the nearest whole number) 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) Savor’s Existing Shares which

are quoted on the NZX Main Board. Savor 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 7,765,691.

The Rights will not be quoted on the NZX Main

Board.

2 Issue Price

The Issue Price is $0.423 per New Share. The

Issue Price must be paid in full on application

online. Savor may accept late applications and

application monies, but has no obligation to do

so. Savor may accept or reject (at its discretion)

any online application which it considers is not

completed correctly.

If an Eligible Shareholder fails to accept any New

Shares and pay the associated application monies

by the Closing Date (5.00pm on 22 February

2023, unless extended), their Rights will lapse.

As required by the Listing Rules, if Savor 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 Link 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 Savor and will be retained by Savor

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 New Zealand or Australia (or as Savor may

otherwise determine in compliance with applicable

laws), who are registered as Shareholders at the

Record Date.

Savor considers that the legal requirements of

other jurisdictions in which Shareholders have

a registered address are such that it would be

unduly onerous for Savor to make the Offer, having

regard to the low number of such Shareholders,

the number and value of New Shares such

Shareholders would be offered, the financial

resources of Savor and the costs of complying

with overseas legal requirements.

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.

The number of New Shares available under the

Oversubscription Facility will equal the number

of New Shares for which valid applications are

not received by the Closing Date. 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.

If the total number of Additional New Shares

applied for exceeds the total number of New

Shares in the Oversubscription Facility, Savor may

scale the oversubscription applications in such

manner as the directors consider equitable and in

the interests of Savor. In undertaking such scaling,

the directors may have regard to:

• the number of Savor shares held by applicants

for Additional New Shares as at the Record

Date;

• if the applicant agreed to underwrite the Offer;

• any applicable restrictions under the

Takeovers Code or other applicable laws; and

• such other factors as may be considered

relevant.

The directors’ decision on scaling will be final.

5 Opening and Closing Dates

The Offer will open for receipt of acceptances on

13 February 2023 (the “Opening Date”). The last

day for receipt of applications made online with

payment is 5.00pm on 22 February 2023, unless

extended (the “Closing Date”), subject to Savor

varying those dates in accordance with the NZX

Main Board Listing Rules.



P 6Savor Limited Rights Issue Offer Document
Terms and Conditions

6 Issue of New Shares

New Shares are expected to be allotted and

issued on 28 February 2023 (the “Issue Date”).

In the event that the Offer is extended, Savor

reserves the right to issue applications for New

Shares on or about 28 February 2023, 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.

They will give the holder the right to one vote on

a resolution at a meeting of shareholders (subject

to any restrictions in Savor’s 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 Savor

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.

9 Minimum amount raised

There is no minimum amount that must be raised

for the Offer to proceed.

10 NZX Main Board Quotation

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.

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 NZX Listing Rules

The issue of New Shares under the Offer is being

undertaken under NZX Listing Rules 4.3.1(a) (Pro

Rata issue) and 4.4.

13 Amendments to the Offer and waiver

of compliance

Notwithstanding any other term or condition of the

Offer Savor may, at its discretion:

• make non-material modifications to the Offer

on such terms and conditions it thinks fit (in

which event applications for New Shares

under the Offer will remain binding on the

applicant notwithstanding such modification

and irrespective of whether an application

is received by Link before or after such

modification is made); and/or

• suspend or terminate the Offer at any time

prior to the issue of the New 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.

Savor reserves the right to waive compliance with

any provision of these terms and conditions.

Savor will notify NZX of any waiver, amendment,

variation, suspension, withdrawal or termination of

the Offer.

14 Governing Law

These terms and conditions shall be governed by

and construed in accordance with the laws of New

Zealand.

P 7Savor Limited Rights Issue Offer Document
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 22 February 2023

(unless extended beforehand by notice in writing to

NZX).

“Eligible Shareholder” means a Shareholder of Savor

with a registered address in New Zealand or Australia

(or as Savor may otherwise determine in compliance

with applicable laws), as at the Record Date.

“Entitlement” means the number of Rights to which

Eligible Shareholders are entitled.

“Existing Share” means a fully paid ordinary share in

Savor on issue on the Record Date.

“Issue Date” means 28 February 2023.

“Issue Price” means $0.423 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 Savor is

listed by NZX.

“New Share” means an ordinary share in Savor offered

under the Offer of the same class as (and ranking

equally in all respects with) Savor’s 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.

“Opening Date” means 13 February 2023.

“Oversubscription Facility” means the facility that

entitles an Eligible Shareholder who accepts their

Entitlement in full to also apply for an additional

number of New Shares comprising in aggregate any

shortfall in the Offer.

“Record Date” means 5.00pm on 10 February 2023.

“Right” means the renounceable right to subscribe for

one New Share at the Issue Price, issued pursuant to

the Offer.

“Savor” means Savor Limited (New Zealand company

number 3979219).

“Share” means one ordinary fully paid share in Savor.

“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.

P 8Savor Limited Rights Issue Offer Document
Directory

ENQUIRIES

Enquiries about this Offer should be directed to an

NZX Firm or your financial or legal adviser.

ISSUER

Savor Limited

Registered Office:

Level 4, Seafarers Building

114 Quay Street

Auckland 1010

New Zealand

Email: contact@savor.co.nz

Website: www.savor.co.nz

DIRECTORS

Paul Robinson, Executive Chairman

Lucien Law, Executive Director

Ryan Davis, Independent Director

Louise Alexander, 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 Centre

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 Centre

15 Customs Street West

Auckland 1010

New Zealand

MOVIDA INTERIOR

P 9Savor Limited Rights Issue Offer Document

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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