Kingfish Limited/Announcement
Kingfish Limited logo

New Warrant Issue for Kingfish

Capital Raise20 June 2023KFLFinancials

Kingfish Limited
Phone +64 9 489 7094

Private Bag 93502, Takapuna

Auckland, New Zealand




20 June 2023


New Warrant Issue for Kingfish


The directors of Kingfish Limited (Kingfish) are pleased to announce that the company will undertake a

pro rata offer of warrants to shareholders.

The purpose of the offer is to raise capital as part of Kingfish’s ongoing capital management programme

and provide investors the ability to purchase additional shares in Kingfish at a pre-determined Exercise

Price. The offer also aims to increase the size of the portfolio and improve operational efficiency. The

net proceeds of the offer are expected to be used for further investment in the Kingfish portfolio.

On the record date, Kingfish shareholders will be issued one warrant for every four shares held. The

record date for the issue is 5 July 2023 and the warrants are expected to be allotted on 6 July 2023.


Each warrant gives shareholders the right, but not the obligation, to subscribe for one additional

ordinary share in Kingfish on the exercise date. The exercise date is 26 July 2024.


The exercise price will be $1.37 less any dividends declared with a record date during the period

commencing on the date of allotment of the warrants and up to the announcement of the final exercise

price. The final exercise price will be calculated and advised to warrant holders at least six weeks before

the exercise date.


The warrants are expected to be quoted on the NZX Main Board from 7 July 2023 under the issuer code

KFLWH.



Contact

Wayne Burns

Corporate Manager

Kingfish Limited

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WARRANT TERMS
OFFER DOCUMENT

KINGFISH LIMITED

20 JUNE 202320 JUNE 2023

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IssuerKingfish Limited

The OfferThis is an offer of Warrants in Kingfish. Each Eligible Shareholder

will be issued one Warrant for every four Shares held, subject to

rounding, at 5.00pm (New Zealand time) on the Record Date

(5 July 2023).

Each Warrant gives the holder a right to buy one Share in Kingfish

upon payment of the Exercise Price on the Exercise Date

(26 July 2024).

Eligible ShareholdersWarrants will be issued to Kingfish Shareholders with a registered

address in New Zealand recorded on the share register at 5.00pm

(New Zealand time) on the Record Date.

Issue price for

Warrants

Nil – Eligible Shareholders will not have to make any payment to

receive their entitlement of Warrants.

Approximate

number of Warrants

to be issued

83.1 million (approximately). The exact number will depend on

rounding.

Quotation of

Warrants

Application has been made to NZX for permission to quote the

Warrants on the NZX Main Board and all the requirements of NZX

relating to the quotation of the Warrants that can be complied with

on or before the date of this document have been complied with.

However, the Warrants have not yet been approved for trading and

NZX accepts no responsibility for any statement in this document.

NZX is a licensed market operator, and the NZX Main Board is a

licensed market under the Financial Markets Conduct Act 2013.

If approved for trading, initial quotation of the Warrants on the NZX

Main Board is expected to occur on 7 July 2023 under the ticker

code KFLWH, ISIN NZKFLE0014S3.

Exercise of WarrantsWarrant Holders may:

» exercise some or all of their Warrants by completing an online

Exercise Form with the Registrar (and making payment) by

the Exercise Date (if you choose to exercise only some of your

Warrants, it must be a number which ensures you will have a

minimum holding of Shares under the Listing Rules);

»sell some or all of their Warrants on the NZX Main Board; or

»allow their Warrants to lapse.

Any Warrants not exercised on the Exercise Date will lapse.

If you do not exercise your Warrants, your shareholding in Kingfish

will be diluted by other Warrant Holders who exercise their

Warrants. This dilution will relate to your percentage shareholding in

Kingfish as the number of Shares that you hold will not change as a

result of not participating in the Offer.

KEY TERMS

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Exercise of Warrants

(continued)

The issue of new Shares on exercise of the Warrants may result in a

consequential reduction in the net asset value (NAV) per Share once

the new Shares are issued. The extent of the dilution effect (if any) on

the NAV per Share will depend upon the actual number of Warrants

exercised and the final Exercise Price in comparison to the NAV per

Share immediately prior to the issue of the new Shares.

In order to illustrate the potential reduction in NAV per Share for

those who do not exercise or sell their Warrants, the dilution effect

associated with prior Kingfish warrants over the last twelve years has

ranged from a 0% to 4.2% reduction in NAV per Share.

Exercise Price$1.37 per Warrant, but with such amount to be adjusted down for

the aggregate amount per Share of any cash dividends declared on

the Shares with a record date during the period commencing on the

date of allotment of the Warrants and ending on the last Business

Day before the final Exercise Price is announced by Kingfish.

The final Exercise Price per Warrant (following the adjustment

referred to above) will be calculated to the nearest one hundredth of

a cent and then rounded up or down to the nearest whole cent.

Announcement of

final Exercise Price

Kingfish will announce the final Exercise Price to the NZX at least

six weeks before the Exercise Date. Kingfish will also provide

confirmation of the final Exercise Price to Warrant Holders

through their recorded preferred method for receipt of company

communications.

How to Exercise your

Warrants

If you are a Warrant Holder and wish to exercise any of your

Warrants and subscribe for Shares, you must complete the online

Exercise Form (and make payment of the Exercise Price) by the

Exercise Date.

Kingfish will advise Warrant Holders how to access the online

Exercise Form as soon as reasonably practicable after the final

Exercise Price has been determined.

Warrant Holders must exercise their Warrants by completing

an online Exercise Form. Exercise Forms will not be provided to

Warrant Holders in hard-copy.

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IMPORTANT NOTICE

Warrants (and Shares to be issued on the

exercise of Warrants) are offered to Eligible

Shareholders pursuant to the exclusion in

clause 19(1A) of Schedule 1 of the Financial

Markets Conduct Act 2013.

This document is not a product disclosure

statement for the purposes of the Financial

Markets Conduct Act 2013, 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 Warrants or an

investment in Kingfish.

IMPORTANT DATES

Record Date5 July 2023 (5.00pm

New Zealand time)

Allotment of Warrants6 July 2023

Quotation of Warrants commences on the NZX Main Board7 July 2023

Mailing of holding statements for Warrants10 July 2023

Expected date of announcement of final Exercise PriceNo later than

14 June 2024

Expected final date for trading Warrants on the NZX Main

Board

24 July 2024

Exercise Date26 July 2024 (5.00pm

New Zealand time)

Allotment of Shares on exercise of Warrants31 July 2024

Mailing of holding statements for Shares6 August 2024

The dates shown above are subject to change and indicative only. Kingfish reserves the right

to vary or extend these dates subject to applicable law and the Listing Rules. Changes will

be advised by announcement to NZX.

Kingfish may decide not to proceed with the issue of Warrants at any time before the

allotment of Warrants at its absolute discretion. Shareholders will have no right to receive

Warrants or any compensation if Kingfish decides not to proceed.

The information in this document does not

constitute a recommendation to exercise

Warrants nor does it amount to financial

advice. This document has been prepared

without taking into account the particular

needs or circumstances of any investor,

including their investment objectives, financial

and/or tax position. All investments carry risk.

If you are in any doubt about what action to

take, you should contact a financial advice

provider, an NZX Firm or your accountant or

other professional adviser. Please read this

document carefully and in full before making

any decision.

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This document does not constitute an offer,

advertisement or invitation in any place

in which, or to any person to whom, it

would not be lawful to make such an offer,

advertisement or invitation.

No guarantee is provided by any person in

relation to the Warrants or Shares. Likewise,

no warranty is provided with regard to the

future performance of Kingfish, or any return

on any investments made pursuant to this

document.

ADDITIONAL INFORMATION ABOUT

KINGFISH LIMITED

Kingfish is subject to continuous disclosure

obligations under the Listing Rules which

require it to notify certain material

information to NZX. Market releases by

Kingfish, including the most recent annual

report (for the period ended 31 March

2023) are available at nzx.com under the

ticker code KFL and on Kingfish’s website,

www.kingfish.co.nz. Kingfish also releases

through NZX weekly and month end details

of the NAV of the portfolio and monthly

updates and quarterly newsletters.

Kingfish may, prior to the Exercise Date,

make additional market releases to NZX.

You should monitor Kingfish’s market

announcements before deciding whether to

exercise or sell your Warrants. No market

release by Kingfish will permit a Warrant

Holder to withdraw any previously submitted

online Exercise Form without Kingfish’s prior

consent.

MARKET RISK

The market price of Shares may increase

or decrease between the issue of this

document and the date of allotment of new

Shares upon exercise of the Warrants.

Because Kingfish invests in shares of other

companies, changes in the market prices

of those other shares may affect Kingfish’s

share price. Any subsequent changes in

the market price of Shares will not affect

the Exercise Price, and the market price of

Shares following allotment may be higher or

lower than the Exercise Price.

Kingfish’s share price can trade at either

a premium to the NAV, or at a discount to

the NAV. Kingfish’s NAV is calculated on a

weekly and month end basis, and released

to the NZX and disclosed on Kingfish’s

website, www.kingfish.co.nz.

The market price of Warrants may also

increase or decrease while they are quoted

on the NZX Main Board

DEFINITIONS

Capitalised terms used in this document

have defined meanings which appear in the

Glossary.

All references in this document to times are

to times in New Zealand, all references to

currency are to New Zealand dollars, and

all references to applicable statutes and

regulations are references to New Zealand

statutes and regulations.

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THE OFFER

1. Kingfish will issue one Warrant for

every four Shares held by an Eligible

Shareholder recorded on the share

register at 5.00pm (New Zealand time)

on the Record Date (5 July 2023).

2. The purpose of the issue of Warrants

is to raise capital as part of Kingfish’s

ongoing capital management

programme and provide investors with

the ability to purchase additional shares

in Kingfish at a pre-determined Exercise

Price. The issue of Warrants also aims to

increase the size of the portfolio so as

to improve operational efficiency. The

net proceeds are expected to be used

for further investment in the Kingfish

portfolio.

GRANT OF WARRANTS

3. Warrants will only be issued to

Shareholders with a registered address

in New Zealand recorded on the share

register at 5.00pm (New Zealand

time) on the Record Date. Warrants

will not be issued to Kingfish’s overseas

Shareholders as Kingfish considers

that the legal requirements of other

jurisdictions in which Shareholders have

a registered address are such that it

would be unduly onerous for Kingfish

to issue Warrants to Shareholders in

those jurisdictions, having regard to

the low number of such Shareholders

and the likely costs of complying with

the relevant legal requirements. This

document is intended for use only in

connection with the issue of Warrants to

Eligible Shareholders.

4. Shareholders with a registered address

outside of New Zealand recorded on

the share register at 5.00pm (New

Zealand time) on the Record Date

will have the Warrants they would

have otherwise received, issued to

a separate registry account with the

Registrar. Kingfish will endeavour to

sell those Warrants on the NZX Main

Board and hold the proceeds on trust

and account to those Shareholders on

a pro rata basis for the proceeds (net

of costs). There is no guarantee that the

Warrants will be able to be sold or as

to the amount of proceeds that may be

received from the sale of the Warrants.

Any Warrants which cannot be sold will

lapse on the Exercise Date.

5. Warrant Holders who do not have a

registered address in New Zealand

and who have acquired Warrants on

the NZX Main Board will be entitled

to exercise those Warrants (subject to

compliance with all legal requirements

applicable to them). Individual overseas

Warrant Holders will be responsible for

ensuring they comply with all applicable

legal requirements in their home

jurisdiction.

ROUNDING OF WARRANTS

6. If a Shareholder would receive a

fraction of a Warrant by applying

the 1:4 ratio, the number of Warrants

to be issued to that Shareholder will

be rounded up to the nearest whole

number.

7. To ensure all Eligible Shareholders

receive Warrants on an equal basis,

no additional Warrants will be issued

by Kingfish to those Shareholders

whose existing holding, plus new

shares, would be less than the

minimum holding under the NZX

Listing Rules. You may hold less than a

minimum holding of Warrants and you

may be able to buy further Warrants

on the NZX Main Board if you wish to

do so.

NZX QUOTATION

8. Application has been made to NZX

for permission to quote the Warrants

on the NZX Main Board. All of NZX’s

requirements relating to that application

that can be complied with on or before

the date of this document have been

DETAILS OF THE OFFER

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complied with. However, the Warrants

have not yet been approved for trading

and NZX accepts no responsibility for

any statement in this document. NZX

is a licensed market operator and the

NZX Main Board is a licensed market

under the Financial Markets Conduct Act

2013.

9. In the event that the application to NZX

for permission to quote the Warrants is

declined, the issue of the Warrants will

not proceed.

10. Kingfish intends to take all necessary

steps to ensure that the Shares issued

on exercise of the Warrants will,

immediately after issue, be quoted on

the NZX Main Board.

TRANSFER

11. A Warrant may be transferred in the

same manner, and subject to the same

restrictions, as a Share. The Directors

will have the same powers in respect of

the approval of registration of a transfer

of Warrants as they have in respect of a

transfer of Shares.

12. A Warrant Holder who sells their

Warrants on the NZX Main Board

may be liable to pay brokerage fees.

Following allotment, the sale of Shares

may be subject to brokerage fees.

13. If you wish to sell Shares you hold

directly on the NZX Main Board, you

should contact an NZX Firm and have a

CSN and an Authorisation Code (FIN).

RIGHTS OF WARRANT HOLDERS

14. Each Warrant entitles the Warrant

Holder to:

a. subscribe for one Share in Kingfish

credited as fully paid, upon the

payment of the Exercise Price by the

Exercise Date (26 July 2024);

b. all information provided by Kingfish

to Shareholders, including its annual

report and notices of Shareholder

meetings;

c. any other rights conferred on Warrant

Holders by Kingfish’s constitution, the

Companies Act 1993 or the Listing

Rules (except as provided otherwise in

this document); and

d. attend (but not vote at) any meeting

of Shareholders (or any group of

Shareholders).

15. A Warrant does not entitle the Warrant

Holder to:

a. vote at a meeting of Shareholders (or

any group of Shareholders);

b. receive any dividends on Shares

declared by the Directors; or

c. participate with Shareholders or the

holders of any other securities in the

residual assets of Kingfish upon the

liquidation of the company.

EXERCISE OF WARRANTS

16. The Exercise Price is $1.37 per

Warrant, but with such amount to

be adjusted down for the aggregate

amount per Share of any cash

dividends declared on the Shares

with a record date during the period

commencing on the date of allotment

of the Warrants and ending on the last

Business Day before the final Exercise

Price is announced by Kingfish. The

final Exercise Price per Warrant will be

calculated to the nearest one hundredth

of a cent and then rounded up or down

to the nearest whole cent.

17. Warrant Holders may choose to

exercise only some or all of their

Warrants provided that they will have,

following the exercise of their Warrants,

a minimum holding of Shares under the

Listing Rules.

18. If you choose to exercise any Warrants,

you will be required to pay the Exercise

Price for those Warrants in full by the

Exercise Date. You will not be required

to pay brokerage or any other charges

in order to exercise your Warrants.

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19. If you are a Warrant Holder and wish

to exercise any of your Warrants

and subscribe for Shares, you must

complete the online Exercise Form by

the Exercise Date. Kingfish will direct

Warrant Holders to the online Exercise

Form as soon as reasonably practicable

after the final Exercise Price has been

determined.

20. The online Exercise Form must be

completed and payment made (in a

manner prescribed by Kingfish in the

Exercise Letter) of an amount equal

to the Exercise Price multiplied by the

number of Warrants being exercised,

in time for the online Exercise Form and

payment to be received by the Registrar

no later than 5.00pm (New Zealand

time) on the Exercise Date. Applications

received after this time may not be

accepted. Further instructions for

completing the online Exercise Form will

be set out in the Exercise Letter.

21. Kingfish may accept or reject any

online Exercise Form which it considers

is incorrectly completed or incomplete

or otherwise determined to be invalid.

Kingfish may correct any errors or

omissions on any online Exercise Form.

If there is a discrepancy between

the amount of application monies

received by Kingfish and the number of

Warrants being exercised as indicated

on the online Exercise Form, Kingfish

will regard the Warrant Holder as only

exercising the number of Warrants

in respect of which it has paid the

Exercise Price in full.

22. A Warrant Holder will not be able to

withdraw or revoke the exercise of their

Warrants once an online Exercise Form

has been submitted, without the consent

of Kingfish.

23. Until the allotment of Shares, funds

received by Kingfish for the exercise

of Warrants will be held on trust in a

separate bank account by the Registrar

for the benefit of the relevant Warrant

Holders according to their respective

entitlements and for Kingfish. If the

allotment of Shares does not proceed,

Kingfish will refund application monies

within 10 Business Days. Any interest

on those funds will be paid to Kingfish.

ALLOTMENT OF SHARES

24. All Shares issued on the exercise of

Warrants will be fully paid ordinary

Shares and rank equally with all other

Shares on issue at the date of allotment

(including on a liquidation of Kingfish).

Kingfish will allot Shares to Warrant

Holders who validly exercise their

Warrants within five Business Days after

the Exercise Date.

25. If you are an existing Shareholder who

chooses not to exercise your Warrants,

your shareholding in Kingfish will be

diluted if other Warrant Holders exercise

Warrants and the total number of Shares

on issue in Kingfish increases as a result.

26. Shares issued on the exercise of

Warrants will be entitled to participate

in dividends declared on the Shares

which have a record date after the date

of allotment of the Shares.

27. Kingfish currently has a distribution

policy as at the date of this document

to pay Shareholders (but not Warrant

Holders) 2% of the company’s average

net asset value (NAV) per quarter.

Payments are usually made in March,

June, September and December of each

year. A copy of Kingfish’s distribution

policy, which could be changed at any

time in the future, is available at www.

kingfish.co.nz/about-kingfish/kingfish-

policies/ under the heading ‘Distribution

Po l i c y ’.

DETAILS OF THE OFFER CONTINUED

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EP

new

= EP

old


E[AP – (S+D)]

N+1

ADJUSTMENTS FOR CHANGES TO

CAPITAL STRUCTURE

28. The Exercise Price may be varied before

the Exercise Date if Kingfish’s capital is

restructured, such as upon a rights issue,

bonus issue, convertible securities issue,

share consolidation or subdivision or a

cancellation or buyback of Shares. The

adjustment process is described further

below.

a. If Kingfish makes a rights issue of

Shares to Shareholders before the

Exercise Date (a “Rights Issue”), then

the Exercise Price of any Warrants

will (subject to alternative adjustments

in accordance with paragraph b or

c below) be adjusted in accordance

with the following formula:

EP

new

= the new Exercise Price of the

Warrants

EP

old

= the old Exercise Price of the

Warrants

E = the number of Shares into which

one Warrant is exercisable

AP = the average market price per

Share (weighted by reference to

volume) during the five Business

Days ending on the day before the

ex date for the rights issue

S = the subscription price for a Share

under the rights issue

D = any dividend due but not yet

paid on the existing Shares (except

dividends to be issued under the

rights issue)

N = the number of Shares with rights

or entitlements that must be held to

receive a right to one new Share

The necessary adjustment will be

determined by the Board by applying

the formula set out above. The Board’s

determination will, in the absence

of manifest error, be binding on all

Warrant Holders and other persons.

Any adjustment so determined will be

made, and take effect, on the Business

Day following the record date for the

rights issue.

b. If Kingfish makes a bonus issue to

Shareholders, then the Board may

resolve that the number of Shares

over which a Warrant is exercisable

be increased (or additional Shares

may be reserved for issue on exercise

of the Warrants) by the number of

Shares which the Warrant Holder

would have received if that Warrant

had been exercised before the record

date of the bonus issue.

c. If Kingfish makes a consolidation or

subdivision or similar proportionate

reconstruction of the Shares, the

number of Shares over which a

Warrant is exercisable may be

consolidated or subdivided in the

same ratio and the Exercise Price

amended in inverse proportion to that

ratio.

d. If, notwithstanding the adjustment

procedures permitted, Kingfish’s

capital is restructured (including a

rights issue, bonus issue, convertible

securities issue, consolidation,

subdivision, cancellation or Share

buyback) and the Board determines,

upon the advice of an Independent

Expert, that:

i. the application of the formula

under paragraph a, an adjustment

permitted by paragraph b or

the non-applicability of both

such clauses may produce a

result which is prejudicial or

unduly advantageous (based on

reasonable grounds) to Warrant

Holders; or

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ii. an alternative adjustment that is not

envisaged in paragraph a, b or c

could be applied,

then the number of Warrants held, the

number of Shares over which a Warrant

is exercisable, and the Exercise Price,

or any combination thereof, may, to

the extent necessary, be altered in a

manner determined by the Board, upon

the advice of an Independent Expert

and subject always to the Listing Rules

or relief granted from any applicable

Listing Rule, to ensure that Warrant

Holders are not prejudiced (nor unduly

advantaged or disadvantaged) by the

reconstruction of capital, and in all other

respects the terms of the Warrants will

remain unchanged. Any such adjustment

will be final and binding on all Warrant

Holders.

NO GUARANTEE

29. No person guarantees the Warrants

or the Shares that may be issued on

exercise of the Warrants. In addition,

no person guarantees the future

performance of Kingfish, the Warrants,

the Shares or any return on an

investment in Kingfish or a holding of

Warrants.

30. The issue of Warrants is not

underwritten.

BROKER STAMPING FEES

31. No Warrant Holder will pay brokerage

on exercising their Warrants. Kingfish

recognises there is an administration

cost and time involved in the Warrant

exercise process for brokers and, as

such, pays brokers 0.4% of the total

consideration payable for Warrants

exercised per beneficial holder. Further

details of this arrangement will be set

out in the Exercise Letter.

AMENDMENT AND WAIVER

32. Kingfish may amend the terms of the

Warrants to the extent necessary to

comply with the Listing Rules or any

applicable law from time to time, by

notice in writing to Warrant Holders or

by announcement to NZX.

33. Kingfish reserves the right to waive

compliance with any provision of the

terms of the Warrants (which will be

done in accordance with New Zealand

law, including the Listing Rules).

PRIVACY

34. Any personal information provided by

Warrant Holders on the online Exercise

Form or otherwise in connection with

the Warrants will be held by Kingfish

and/or the Registrar at their address

set out in the Directory. Kingfish

and/or the Registrar may store your

personal information in electronic

format, including in online storage

on a server or servers which may be

located in New Zealand or overseas.

The information will be used by Kingfish

and/or the Registrar for the purposes

of administering your investments in

Kingfish. This information will only be

disclosed to third parties with your

consent or if otherwise required by

law. Under the Privacy Act 2020, you

have the right to access and correct any

personal information held about you.

GOVERNING L AW

35. The terms of the Warrants and any

contract relating to or resulting from

receipt of the Warrants or their exercise

are governed by the laws of New

Zealand, and each Warrant Holder and

Shareholder submits to the exclusive

jurisdiction of the courts of New

Zealand.

DETAILS OF THE OFFER CONTINUED

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GLOSSARY

BoardThe board of Directors of Kingfish

Business DayA day on which NZX is open for trading

DirectorsThe directors of Kingfish

Eligible ShareholderA Shareholder, as at 5.00pm (New Zealand time) on the Record

Date, with a registered address in New Zealand

Exercise Date5.00pm (New Zealand time) on 26 July 2024

Exercise FormThe online form that must be completed by a Warrant Holder in

order to exercise any or all of their Warrants

Exercise LetterThe letter provided to Warrant Holders advising them of the final

Exercise Date in accordance with Listing Rule 3.15.1.

Exercise Price$1.37, per Warrant, but with such amount to be adjusted down for

the aggregate amount per Share of any cash dividends declared on

the Shares with a record date during the period commencing on the

date of allotment of the Warrants and ending on the last Business

Day before the final Exercise Price is announced by Kingfish

Independent ExpertAn actuary, investment banker, or other financial adviser selected

by the Board and, in each case, being appropriately qualified and

independent (having regard to the purpose of the appointment) in

the reasonable opinion of the Board

KingfishKingfish Limited

Listing RulesThe listing rules of the NZX Main Board as applicable to Kingfish

and in force from time to time

NZXNZX Limited

NZX FirmA company, firm, organisation or corporation designated or

authorised to trade shares on the NZX Main Board

NZX Main BoardThe main board equity security market operated by NZX

Record Date5.00pm (New Zealand time) on 5 July 2023

RegistrarThe share registrar of Kingfish, being Computershare Investor

Services Limited

ShareA fully paid ordinary share in Kingfish

ShareholderA registered holder of Shares

WarrantA right to subscribe for one Share issued by Kingfish on and subject

to the terms set out in this document

Warrant HolderAt any time, a person whose name is entered into the register

maintained by the Registrar as a holder of Warrants

DIRECTORY
ISSUER

Kingfish Limited

Level 1, 67-73 Hurstmere Road

Takapuna

Auckland 0622

Phone: +64 (9) 489 7094

Email: enquire@kingfish.co.nz

REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Phone: +64 (9) 488 8777

Email: enquiry@computershare.co.nz

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Corporate Action Notice
(Other than for a Distribution)


Page 1 of 1

Section 1: issuer information (mandatory)

Name of issuer Kingfish Limited

Class of Financial Product Ordinary Shares

NZX ticker code KFL

ISIN (If unknown, check on NZX

website)

NZKFLE0001S0

Name of Registry Computershare

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

Renounceable

Rights issue


Capital

reconstruction

Non-

Renounceable

Rights issue


Call Bonus issue X

Record date 5/7/2023

Ex-Date (one business day before the

Record Date)

4/7/2023

Currency NZD

Section 3: Bonus issue (delete if not applicable)

Number of Financial Products to be

issued

Approximately 83,100,000 new warrants

ISIN of security to be issued (if different

from Ordinary Shares)

NZKFLE0014S3

Minimum entitlement N/A

Entitlement ratio (for example 1 for 2) New 1 Existing 4

Treatment of fractions Rounded Up

Subscription price $ Nil

Allotment Date 6/7/2023

Section 7: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Wayne Burns

Contact person for this announcement Wayne Burns

Contact phone number 09 484 0352

Contact email address enquire@kingfish.co.nz

Date of release through MAP 20/6/2023

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20 June 2023
NZX Limited


Notice of Offer

Kingfish Limited (NZX: KFL) (Kingfish) announced today that the company will undertake a pro rata

(one warrant for every four shares held) issue of warrants to shareholders (Offer).

Pursuant to clause 19(1A) of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) and to

clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (FMC Regulations),

Kingfish advises that:

1. The Offer will be made in reliance upon the exclusion in clause 19 of Schedule 1 to the FMCA and is

giving notice under clause 20(1)(a) of Schedule 8 to the FMC Regulations.


2. As at the date of this notice, Kingfish is in compliance with:


a. the continuous disclosure obligations that apply to it in relation to Kingfish’s quoted

ordinary shares; and


b. its “financial reporting obligations” within the meaning set out in clause 20(5) of Schedule

8 of the FMC Regulations.


3. As at the date of this notice, there is no information that is “excluded information” as defined in

clause 20(5) of Schedule 8 of the FMC Regulations.


The Offer is not expected to have any effect or consequence on the control of Kingfish.


On behalf of

Kingfish Limited


Andy Coupe

Chair


Kingfish Limited

Phone +64 9 489 7094

Private Bag 93502 Takapuna

Auckland 0740

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20 June 2023
Dear Shareholder,

The Board of Kingfish Limited (NZX: KFL) (Kingfish) today announced an issue of warrants.

The issue of warrants is part of Kingfish’s ongoing capital management programme and provides investors with

the ability to purchase additional shares in Kingfish at a pre-determined Exercise Price. The issue of warrants

also aims to increase the size of the portfolio so as to improve operational efficiency. The net proceeds from

the warrant issue are expected to be used for further investment in the Kingfish portfolio.

What is a Kingfish warrant?

A warrant gives the holder a right to buy one share in Kingfish upon payment of the Exercise Price on the

Exercise Date (26 July 2024).

Who is eligible for the Kingfish warrants?

Warrants will be issued to Kingfish shareholders with a registered address in New Zealand recorded on the

share register as at 5.00pm (New Zealand time) on the Record Date (5 July 2023) (Eligible Shareholders). As

long as you hold Kingfish shares at that time, you will be entitled to receive one warrant for every four shares

you hold. If you are a Kingfish shareholder but do not have a registered address in New Zealand, your warrants

will be issued to a separate registry account with Kingfish's share registrar and we will endeavour to sell the

warrants on the NZX Main Board on your behalf.

How many Kingfish warrants do I get?

Each Eligible Shareholder will be issued one warrant for every four shares held at 5.00pm (New Zealand time)

on the Record Date (5 July 2023), subject to rounding up where the Eligible Shareholder would receive a

fraction of a warrant by applying the 1:4 ratio.

What do I need to do to receive the Kingfish warrants?

You do not need to do anything to be issued warrants. Computershare will send a statement informing you of

your new warrant holding if you are an Eligible Shareholder. This is expected to be on or about 10 July 2023.

What can I do with the warrants?

• You can elect to exercise some or all of your warrants by 26 July 2024 by completing the online Exercise

Form and making payment of the final Exercise Price for those warrants. We will contact you again in June

2024 before the Exercise Date, with details of the final Exercise Price and provide you with details of how

to access and complete the online Exercise Form.

• You can seek to sell or transfer some or all of your warrants on the NZX Main Board from 7 July 2023 until

5.00pm on 24 July 2024.

• You can elect to not exercise or sell any warrants and allow the warrants to lapse. If you do not exercise

your warrants, your shareholding in Kingfish will be diluted by other warrant holders who exercise their

warrants.


If I want to exercise the warrants, how much will it cost?

The final Exercise Price will be determined closer to the Exercise Date. It will be $1.37 per warrant, but with

such amount to be adjusted down for the aggregate amount per share of any cash dividends declared on

Kingfish shares with a record date during the period commencing on the date of allotment of the warrants and

ending on the last business day before the final Exercise Price is announced by Kingfish.


Kingfish Limited

Phone +64 9 489 7094

Private Bag 93502 Takapuna

Auckland 0740


The full terms of the warrants are set out in the Warrant Offer Document, which is available on Kingfish’s

website, www.kingfish.co.nz. The Board of Kingfish encourages you to read the document in its entirety and

discuss the terms with a financial advice provider if you have any questions. Kingfish will provide additional

copies of the Warrant Offer Document on request.

Yours sincerely



Andy Coupe

Chair, Kingfish Limited

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.