Savor releases rights issue offer document
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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