1 for 5 Rights Issue

Corporate Action Notice
(Other than for a Distribution)
Updated June 2023

Page 1 of 2
Section 1: Issuer information (mandatory)
Name of issuer Enprise Group Limited
Class of Financial Product Ordinary Shares
NZX ticker code ENS
ISIN (If unknown, check on NZX
website)
NZENSE0001S2
Name of Registry Link Market Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer
X
Capital
reconstruction
non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Record date 06/09/2023
Ex Date (one business day before the
Record Date)
05/09/2023
Currency NZD
Section 2: Rights issue or Accelerated Offer
(delete full section if not applicable, or mark rows as N/A if not applicable)*
If Accelerated Offer, structure N/A
Number of Rights to be issued for
renounceable/non renounceable rights
offer, OR number of entitlements
available for security holders if
Accelerated Offer
3,486,012 (not quoted)
Maximum number of Financial Products
to be issued if offer is fully subscribed
20,916,073
ISIN of Rights security (if applicable) N/A
Oversubscription facility Y
Entitlement ratio (for example 1 for 3)
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Financial Product (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New 1 Existing 5
Treatment of fractions Rounded up

2 of 2
Subscription price
(per Financial Product)
NZ$0.50 (AU$0.47)
Letters of entitlement mailed 07/09/2023
Offer open 07/09/2023
Offer close 22/09/2023
Quotation date (if Rights will be quoted) N/A
Allotment date Market open on: 29/09/2023
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Elliot Cooper
Contact person for this announcement Elliot Cooper
Contact phone number 0275615501
Contact email address elliotc@enprise.com
Date of release through MAP 30/08/2023

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100554800/9535633.1
30 August 2023
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
CLEANSING NOTICE: ENPRISE GROUP RIGHTS ISSUE
1 Enprise Group Limited (NZX: ENS) (Enprise) intends to raise up to NZ$1.743 million
in capital (the Offer). The Offer will consist of a pro-rata 1 for 5 renounceable rights
issue (Rights Issue) and may comprise a private placement of any shortfall in the
Rights Issue.
2 The Offer is of fully paid ordinary shares of the same class as already quoted on the
NZX Main Board of NZX Limited. The Offer will be made pursuant to NZX Main Board
listing rules 4.3.1(a) and 4.4 at a price of NZD 0.50 (AUD 0.47) per share payable in
cash on application. Enprise is not seeking to quote the rights under the Rights
Issue on NZX.
3 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (FMC Regulations), and the Financial Markets Conduct Act 2013
(FMCA), Enprise states that:
3.1 Enprise is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMCA and is giving this notice under clause 20(1)(a) of
Schedule 8 to the FMC Regulations.
3.2 As at the date of this notice, Enprise is in compliance with the continuous
disclosure obligations that apply to it in relation to ordinary shares in Enprise,
and there is no information that is “excluded information” as defined in clause
20(5) of Schedule 8 to the FMC Regulations, other than the additional
information disclosed in the Appendix.
3.3 As at the date of the notice, Enprise is in compliance with its financial
reporting obligations.
4 The Offer is not expected to have any material effect or consequence on the control
of Enprise.
Yours faithfully

Elliot Cooper
Chief Executive
Enprise Group Limited

100554800/9535633.1
2
APPENDIX: ADDITIONAL INFORMATION
Regulatory process
Enprise is at the date of this document subject to an inquiry by NZ RegCo in connection
with the timing of announcements made by Enprise in relation to the MYOB dispute.
Enprise has co-operated with NZ RegCo to seek to conclude its review. However, Enprise
can give no assurances as to the outcome of this regulatory process.
MYOB dispute
On 1 August 2022, Enprise announced to NZX that MYOB had purported to retrospectively
reduce the margins that Kilimanjaro receives on existing sales of MYOB Exo software. As
disclosed in note 17 to the financial statements for the year ended 30 June 2022, if the
reduction is valid, the impact of the purported reduction of 42.86% is approximately
$935,000 per annum. This would significantly impact the support services that Kilimanjaro
is able to deliver to their MYOB Exo software customers.
The Kilimanjaro board rejected the assertion by MYOB that MYOB is able to unilaterally
alter these margins. As announced on 16 December 2022, Kilimanjaro initiated legal
action against MYOB formally disputing this decrease in recurring revenue.
On 7 August 2023 Enprise announced that Kilimanjaro Consulting Pty Limited (KCAU) had
been granted an interlocutory injunction against MYOB with the following orders made
(where MYOB is referred to as the respondent, and KCAU is referred to as the applicant):
1. Until further order, the respondent is restrained from taking any action for breach of
contract under the Business Partner Agreement, by reason only of the applicant
paying the respondent the Annual Licence Fee margin as documented in the 2018
Business Partner Agreement.
2. Until further order the respondent is restrained from withholding licence codes for
the use of the MYOB Exo by any End User which is a customer of the applicant, by
reason only of the applicant retaining the Annual Licence Fee margin as documented
in the 2018 Business Partner Agreement.
3. Costs of the application are to be costs in the cause.
The practical effect of these orders is that KCAU can retain and utilise the MYOB Exo
margin as documented in the 2018 Business Partner Agreement until such time as the
proceedings are finally resolved, which in turn means that KCAU has no need to change its
current business model or take any steps to try and absorb or counter MYOB's reduction in
the MYOB Exo margin.
The above orders apply only in Australia and not New Zealand. KCAU sought undertakings
from MYOB to the same effect in relation to the New Zealand entity, Kilimanjaro Consulting
Limited (KCNZ). These undertakings were not given by MYOB. MYOB has confirmed that,
even though KCAU has been granted an injunction in Australia, it considers that KCNZ not
paying the full margin in New Zealand would be a breach of the 2018 Business Partner
Agreement. MYOB has, however, stated that it intends to issue the licence codes in the
event that Kilimanjaro short-pays the invoices. Enprise is currently taking legal advice
regarding KCNZ.
The case highlights that there are serious questions to answer about whether the Business
Partner Agreement (BPA) falls under the ambit of the Franchising Code, and whether MYOB
has unconstrained power to alter the terms of the agreement. The case also will focus on
MYOB’s statutory duties of good faith and unconscionability. The full trial on the points in
dispute is expected to be held in April 2024.

100554800/9535633.1
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The injunction provides Kilimanjaro an opportunity to maintain its revenue stream while
seeking continued growth.
While Enprise remains confident with Kilimanjaro’s legal position, Enprise can give no
assurance that Kilimanjaro’s legal action against MYOB will be successful. In the event that
Kilimanjaro did not succeed with its legal action then MYOB may be entitled to costs
against Kilimanjaro in addition to legal costs that Kilimanjaro incur defending the dispute
with MYOB.