Rua announces details of capital raise
PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
FOR PUBLIC RELEASE
NZX Limited
Wellington
6
th
November 2024
Capital raise – Pro-rata renounceable Rights Offer
Rua is today announcing an offer to existing shareholders an opportunity to participate in
our renoucenable rights issue of 3 New Shares for every 4 Existing Shares to raise up to
$3.1 million (“Rights Offer”).
This comes at a critical time in the company’s evolution. The company is beginning to
achieve meaningful revenue with sales now in three markets of Germany, Australia and
New Zealand. The revenue for Q1 FY25 was $223k which is more than double the entire
revenue for all of FY24 of $86k. The growth trajectory is taking shape and the Board and
management expect revenue to be greater than $3 million by the end of FY25.
Rua now intends to use the cash raised through the Rights Offer to meet its immediate
cash flow requirements. Along with the proceeds of the expected Gisborne property sale,
this will also be used to fund working capital and marketing activities to support our
growth opportunities.
The issue price under the Rights Offer is $0.025, representing a 47.9% discount to the 5-
day volume weighted average price of Rua shares up to 5 November 2024. Rua notes that
this price reflects that the Rights Offer is being offered to existing eligible shareholders
resident in New Zealand or Australia and differs to the potential issue of new shares
authorised by shareholders at the recent annual shareholders’ meeting at an issue price
of $0.03 via a potential placement to new investors.
Eligible shareholders who take up their rights in full may also apply for any number of
additional shares at the same issue price under the Oversubscription Facility.
OFFER ANNOUNCEMENT
PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
The key dates for the Rights Offer are as follows:
Announcement of the Offer Wednesday, 6 November 2024
Rights Trading Opens Tuesday, 12 November 2024
Record Date 5pm, Wednesday, 13 November 2024
Opening Date of the Offer 2pm, Thursday, 14 November 2024
Rights Trading Closes Wednesday, 20 November 2024
Closing Date of the Offer Tuesday, 26 November 2024
Announcement of Results of the Offer Thursday, 28 November 2024
Issue Date Monday, 2 December 2024
Quotation of New Shares on NZX Main
Board
Monday, 2 December 2024
Further Information
Rua has lodged an Investor Presentation and Offer Document with the NZX today. Both
documents contain important information including the terms of the Rights Offer and key
risk factors and Rua encourages shareholders to read them in full. The Offer Document
and Investor Presentation along with other important information relating to the Rights
Offer will be available on the website established for the Rights Offer at
www.shareoffer.co.nz/rua.
Shareholders with any questions about the Rights Offer, please email
rua@computershare.co.nz or call the Computershare Investor Information Line on 0800
650 034 (toll free within New Zealand) or +64 9 488 8793, otherwise for Australian
shareholders 1800 501 366 (toll free within Australia) or +61 3 9415 4083 in each case from
8:30am to 5.00pm Monday to Friday (NZDT) (excluding public holidays), or contact your
broker or your financial, investment or other professional adviser.
A copy of the Corporate Action Notice and Cleansing Notice also accompanies this
announcement.
ENDS
The person who authorised this announcement:
Paul Naske
Chief Executive Officer
paul.naske@ruabio.com
+64 21 445154
---
Rua Bioscience Limited
Renounceable Rights Offer
Offer Document
3 for 4 renounceable rights offer of ordinary shares
Dated 6 November 2024
Not for release to U.S. wire services or distribution in the United States.
This is an important document. You should read the whole document before deciding what action to take with your
Rights. If you have any doubts as to what you should do, please consult your broker, financial, investment, legal or other
professional advisor. This document may not be distributed outside New Zealand or Australia.
Important Information
General information
This document has been prepared by Rua Bioscience
Limited (“Rua”) in connection with a 3 for 4 renounceable
rights offer of New Shares to Eligible Shareholders
(“Offer”). 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 Rua.
Further Important Information
A presentation providing further important information in
relation to Rua and the Offer has been published by Rua
on 6 November 2024 (the “Investor Presentation”). A
copy of the Investor Presentation and other important
information released on 6 November 2024, as well as
other publicly available information referred to in this
document, are available at www.nzx.com under the ticker
code “ RUA”.
The Investor Presentation includes details of the rationale
for the Offer. It also provides a general trading update and
explains in more detail the expected impact of the Offer,
including a non-exhaustive summary of certain key risks
associated with Rua and the Offer.
You should read the Investor Presentation in full, as it
contains important information to assist you in making an
investment decision in respect of the Offer. In particular,
you should read and consider Appendix B of the Investor
Presentation detailing the risks before making an
investment decision.
Additional information available
Rua is subject to continuous disclosure obligations under
the NZX Main Board Listing Rules. Further information
relating to the Offer can also be found in Rua’s recent
market announcements and its most recent audited
consolidated financial statements for the 12 month
period ended 30 June 2024, which can be found in Rua’s
2024 Annual Report which is accessible online at
www.nzx.com under the ticker code RUA and on Rua’s
website at https://www.ruabio.com/investorcentre.
Rua may, during the period of the Offer, make additional
releases to the NZX. To the maximum extent permitted by
law, no release by Rua to the NZX will permit an applicant
under the Offer to withdraw any previously submitted
application without Rua’s prior consent.
We encourage you to read this document and to seek
investment advice from a suitably qualified professional
adviser before you consider investing.
Offering restrictions
No action has been taken to permit a public offering of
the New Shares in any jurisdiction outside New Zealand,
or Australia. The Offer may also be made and accepted in
such other place where a Shareholder satisfies Rua that
the Offer can lawfully be made and accepted in that
place.
However, Shareholders in the United States are not
eligible to participate in the Offer. Similarly, Shareholders
(including trustees, Custodians and nominees) who hold
Shares on behalf of persons in the United States, or who
are acting for the account or benefit of persons in the
United States, are not eligible to participate in the Offer
on behalf of those persons.
The distribution of this document (including an electronic
copy) in a jurisdiction outside the Offer Jurisdictions may
be restricted by law, and persons who come into
possession of it (including trustees, Custodians or
nominees) should seek advice on and observe any such
restrictions. In particular, 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
Offer or the New Shares, in any jurisdiction unless in
compliance with all applicable laws and regulations.
The New Shares to be offered and sold under this Offer
have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the U.S. Securities
Act), or the securities laws of any state or other
jurisdiction of the United States, and may not be offered
or sold in the United States or to any person acting for the
account or benefit of a person in the United States except
in accordance with an available exemption from, or in a
transaction not subject to, the registration requirements
of the U.S. Securities Act and any other applicable
securities laws.
Australia
This document and the offer of New Shares under the
Offer are being made in Australia in reliance on the
Australian Securities and Investments Commission
Corporations (Foreign Rights Issues) Instrument 2015/356
or otherwise to persons to whom the Offer can be made
without a formal disclosure document under Chapter 6D
of the Corporations Act 2001 (Cth) (the “Corporations
Act”).
This document (whether alone or together with the
Investor Presentation) is not a prospectus, product
disclosure statement or any other formal disclosure
document for the purposes of Australian law or the
Corporations Act and is not required to, and does not,
contain all the information which would be required in a
disclosure document under Australian law or the
Corporations Act. It contains references to dollar
amounts which are not Australian dollars, may contain
financial information which is not prepared in accordance
with Australian law or practices, may not address risks
associated with investment in foreign currency
denominated investments and does not address
Australian tax issues.
Rua is a company which is incorporated in New Zealand
and the relationship between it and investors will be
largely governed by New Zealand law. This document has
not been, and will not be, lodged or registered with the
Australian Securities and Investments Commission or the
Australian Securities Exchange and Rua is not subject to
the continuous disclosure requirements that apply in
Australia.
Eligible Shareholders and other investors should not
construe anything in this document as legal, business or
tax advice nor as financial product advice for the
purposes of Chapter 7 of the Corporations Act.
Pursuant to the ASIC Corporations (Foreign Rights Issues)
Instrument 2015/356, Australian residents may also be
limited in the number of Additional New Shares they may
be allocated pursuant to the Oversubscription Facility if
and to the extent such allocation would result in more
than 10% of the maximum number of New Shares being
offered to Australian residents.
No guarantee
There is no guarantee that the Offer will proceed nor any
guarantees about the future performance of Rua or any
return on any investment made under 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 Eligible
Shareholder or other investor.
Before deciding whether to invest in New Shares,
you must make your own assessment of the risks
associated with an investment in Rua
(including the inherent uncertainties as to solvency and
the summary of key risks in Appendix B of the Investor
Presentation (“Key Risks”)), and consider whether such
an investment is suitable for you having regard to publicly
available information (including the Investor Presentation
and Rua’s other market releases lodged with the NZX),
your personal circumstances and following consultation
with a financial or other professional adviser. Please read
this document carefully and in full before making that
decision.
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 Rua, and
which may cause the actual results, performance or
achievements of Rua 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 Rua’s control.
Privacy
Any personal information provided by Eligible
Shareholders online will be held by Rua and/or
Computershare at the addresses set out in the Directory
at the back of this document. This information will be
used for the purposes of administering your investment in
Rua 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 request access to,
and correction of, personal information held about you.
Dividend policy
The payment of dividends is at the discretion of the Board.
The Board has no present intention to make a distribution
for the foreseeable future. This policy may change from
time to time at the discretion of the Board in the future.
Enquiries
Enquiries about the Offer can be directed to an NZX Firm
or your financial or legal adviser. If you have any questions
about your Entitlement, or how to apply online, please
contact Computershare.
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 or in the relevant section of this
document.
Letter from the Chair
Dear Shareholders,
On behalf of the directors of Rua, we are pleased to offer Eligible Shareholders the opportunity to participate in our
renounceable rights issue of 3 New Shares for every 4 Existing Shares held on the Record Date at an issue price of
$0.025 per New Share.
On 1 October 2024, Rua released its 2024 Annual Report, which included Rua’s audited consolidated financial results
for the 12-month period to 30 June 2024 (the “202 4 Annual Report”). On 21 October 2024, Rua also provided a
shareholder update on encouraging first quarter sales (reaching $223k, compared to $86k for the entire FY24) and its
intention to raise new capital. A copy of the 2024 Annual Report, shareholder update and other announcements made
by the company are available at https://www.nzx.com/companies/RUA/announcements.
As outlined in the 2024 Annual Report, Rua’s net liquidity position and ongoing cash operating losses meant that
additional action was required to meet the Company’s ongoing liabilities and fund anticipated growth. Rua has taken
intermediate actions to support its cash flow needs which included the $1.3 million unconditional sale of the Gisborne
manufacturing facility and a small equity placement of $150k to existing shareholders on 23 September 2024. Although
the purchaser of the Gisborne facility, Awa Ora Genesis Kaitiaki Harakeke Trust of Te Araroa (the “Trust”), did not settle
for the full $1.3 million as it was obliged to on the settlement date of 30
th
October, we note the following:
• Rua has received assurances from the Trust that they intend to complete the purchase of the property and
have requested further time before settlement; and
• The Board is now considering their legal options in this situation and are also in parallel working with other
credible parties on alternate purchase plans – a number of avenues may be available including the Trust having
to “make good” for any loss if the property is subsequently sold for a price that is below $1.3 million.
Due to the delay in settlement of the manufacturing facility, Rua is in the process of securing bridging finance to
support critical business commitments.
Rua now intends to use the cash raised through the Offer to meet its immediate cash flow requirements. Along with the
proceeds of the expected Gisborne property sale, this will also be used to fund working capital and marketing activities
to support our growth opportunities. This includes introducing new products into Germany and Australia and launching
into the United Kingdom.
Based on Rua’s current sales expectations (>$3m for FY25) and the expected costs to achieve our current global growth
initiatives, the total proceeds of the Offer if it is fully subscribed (along with the expected Gisborne property sale
proceeds) are anticipated to be sufficient to fund Rua through to a self-sustaining position. If we do not raise sufficient
funds under the Offer or the Gisborne property sale is significantly delayed, Rua will have to reconsider the current
strategy which may compromise our anticipated growth and / or require us to consider alternative avenues to raise
capital. This may also affect our ability to continue as a going concern.
Under the Offer, Eligible Shareholders who subscribe for their Entitlement in full may also apply for any number of
Additional New Shares at the same Issue Price under the Oversubscription Facility. Eligible Shareholders have until
5:00pm on 26 November 2024 to apply under the Offer at the following link: www.shareoffer.co.nz/rua
. If you are a
Custodian, or hold your Shares in Rua through a Custodian, please refer to paragraphs 13 and 14 of the Terms and
conditions section of this document.
Shareholders who choose not to take up their Entitlements may sell some or all of their Rights on the NZX Main Board
by instructing your broker or an NZX Firm. Rights trading will be available on NZX from 12 November until 20 November
2024. However, due to anticipated low liquidity and the likely low value of the Rights, it is highly uncertain whether there
will be sufficient liquidity to support any meaningful Rights trading. Shareholders who choose not to take up their
Entitlements will have their percentage shareholding diluted. The directors of Rua may also place any shortfall in the
Offer with new investors at the same price as the Issue Price and within 3 months of the close of the Offer in
accordance with the NZX Listing Rules.
This document should be read together with the Investor Presentation and other important information which is
available to Eligible Shareholders at www.shareoffer.co.nz/rua
. These documents contain important information about
Rua and the risks associated with an investment in Rua. Before making your investment decision, I encourage you to
read these documents in full, and importantly, seek independent financial advice where further support is required.
Ngā Mihi,
Anna Stove
Chair | Heamana
Key Terms of the Offer
The Offer
A pro-rata renounceable rights issue of 3 New Shares for every 4 Existing Shares held
on the Record Date, with fractional Entitlements being rounded down to the nearest
share.
Eligible Shareholders Shareholders with registered addresses in the Offer Jurisdictions on the Record Date.
Issue Price $0.025 per New Share.
Offer Size Up to $3,069,728.
Rights
Eligible Shareholders may take up all or some or none of their Rights. Rights will be
quoted on the NZX Main Board so Eligible Shareholders may sell all or some of their
Rights on the NZX Main Board between 12 November 2024 and 20 November 2024.
Eligible Shareholders do not pay for the Rights themselves. Eligible Shareholders will
pay only for the New Shares issued to them if they choose to take up all or some of
their Rights.
Exercising Rights
purchased on the NZX
Rights purchased on the NZX may only be exercised by purchasers that meet eligibility
requirements. In particular, rights may not be exercised by purchasers that are in the
United States or who are acting for the account or benefit of persons in the United
States (to the extent such persons are acting for the account or benefit of persons in
the United States). Potential purchasers of Rights should familiarise themselves with
the requirements for exercise, which are set out in this document.
Oversubscriptions
If you accept your Entitlement in full, you may apply for any number of Additional New
Shares pursuant to the Oversubscription Facility.
Any Additional New Shares applied for under the Oversubscription Facility will be
issued at the issue price of $0.025.
Australian residents may however be limited in the number of Additional New Shares
they may be allocated pursuant to the Oversubscription Facility if and to the extent
such allocation would result in more than 10% of the maximum number of New Shares
being offered to Australian residents.
Maximum number of
New Shares being
offered
122,789,125 New Shares.
When to apply
Applications must be received by 5:00pm on the Closing Date (being 26 November
2024, unless extended).
How to apply
Applications may be made online at www.shareoffer.co.nz/rua.
To complete an online application, you will be required to enter your CSN/Holder
number. Payment for applications must be made online by direct credit prior to the
Closing Date (5:00pm on 26 November 2024, unless extended).
If you are a Custodian, please see paragraphs 13 and 14 in the Terms and conditions
section of this document.
If you hold your Shares through a Custodian, please provide your Custodian with your
instructions so that they may apply on your behalf in accordance with paragraphs 13
and 14 in the Terms and conditions section of this document.
No underwriting The Offer is not underwritten.
While participation in the Offer is optional, if Eligible Shareholders choose not to take up their Entitlement, their
shareholdings in Rua will be diluted.
Important Dates
Announcement of the Offer Wednesday, 6 November 2024
Rights Trading Opens
(Rights trading commences on the NZX Main Board)
Tuesday, 12 November 2024
Record Date
(for determining eligibility to participate in the Offer and Entitlements)
5pm, Wednesday, 13 November 2024
Opening Date of the Offer
(including mailing/emailing of Offer documentation)
2pm, Thursday, 14 November 2024
Rights Trading Closes
(Rights trading closes on the NZX Main Board at the close of trading)
Wednesday, 20 November 2024
Closing Date of the Offer
(being the date by which applications and payment must be received)
Tuesday, 26 November 2024
Announcement of Results of the Offer Thursday, 28 November 2024
Issue Date
(for the allotment and issue of the New Shares)
Monday, 2 December 2024
Quotation of New Shares on NZX Main Board Monday, 2 December 2024
Holding Statements Dispatched Monday, 9 December 2024
These dates are subject to change and are indicative only. Rua reserves the right to amend this timetable (including by
extending the Closing Date) subject to applicable laws and the Listing Rules. Rua reserves the right to withdraw the
Offer and/or issue New Shares at any time before the Issue Date in its absolute discretion.
Actions to be taken by Eligible Shareholders
Available actions in respect of your Rights
If you are an Eligible Shareholder, you may take the following actions:
• take up all or some of your Rights; or
• take up all of your Rights and apply for Additional New Shares as a part of the Oversubscription Facility; or
• sell all or some of your Rights on the NZX Main Board; or
• take up some of your Rights, and sell all or some of the remaining balance on the NZX Main Board; or
• do nothing with all or some of your Rights.
Take up all or some of your rights
If you are an Eligible Shareholder and wish to take up all or some of your Rights, you can apply online at
www.shareoffer.co.nz/rua
.
If you are a Custodian, please see paragraphs 13 and 14 in the Terms and Conditions section of this document.
If you hold your Shares through a Custodian, please provide your Custodian with your instructions so that they may
apply on your behalf in accordance with paragraphs 13 and 14 in the Terms and Conditions section of this document.
Apply for Additional New Shares as a part of the Oversubscription Facility
Eligible Shareholders who take up their Rights in full have the opportunity to apply for Additional New Shares as a part
of the Oversubscription Facility. To participate in the Oversubscription Facility you must:
a. take up your Rights in full as directed via the online application process; and
b. apply for New Shares under the Oversubscription Facility as directed via the online application process.
Sell your Rights
The Rights are renounceable. This enables Eligible Shareholders who do not wish to take up all or some of their
Entitlement to sell those Rights they have not taken up.
If you wish to sell all or some of your Rights, this can be effected on the NZX Main Board by instructing an NZX Firm to
sell all or some of your Rights. You will need to provide your Authorisation Code (FIN) and your Common Shareholder
Number (CSN) to the NZX Firm who you are instructing to sell your Rights. You may be required to pay brokerage in
respect of that sale. If you are not an NZX Shareholder and you wish to sell your Rights on the NZX Main Board, please
contact your broker or an NZX Firm.
Trading of Rights will commence on the NZX Main Board under the code “RUARA” on 12 November 2024 and will end at
the close of trading on 20 November 2024. Your Rights may be sold on the NZX Main Board between these dates.
Do Nothing
If you do nothing, your Rights will lapse. You will not be able to subscribe for any New Shares and your shareholding
percentage will be diluted by the issue of New Shares under the Offer.
Terms and Conditions
1. The Offer
The Offer is an offer of New Shares in Rua to Eligible
Shareholders under a pro-rata renounceable rights issue.
Under the Offer, Eligible Shareholders are entitled to
subscribe for 3 New Shares for every 4 Existing Shares
held by them on the Record Date (with any fractional
Entitlements rounded down) and may also apply for
Additional New Shares pursuant to the Oversubscription
Facility.
The New Shares are of the same class as (and rank
equally with) Rua’s Existing Shares which are quoted on
the NZX Main Board. Rua will take any necessary steps to
ensure that the New Shares are, immediately after the
issue, quoted.
The Rights will be quoted on the NZX Main Board. Eligible
Shareholders may take up all or some or none of their
Rights. Eligible Shareholders may also sell all or some of
their Rights on the NZX Main Board between 12 November
2024 and 20 November 2024.
2. Issue Price
The Issue Price is $0.025 per New Share. The Issue Price
must be paid in full by 5:00pm on the Closing Date (being
26 November 2024, unless extended). Rua may accept
late applications and payment of application monies in its
sole discretion, but has no obligation to do so.
Rua may also accept or reject (at its discretion) any online
application which it considers is not completed correctly,
and/or may correct any errors or omissions on any online
application.
If an Eligible Shareholder fails to take up its Entitlement by
applying for any New Shares and paying the application
monies for those New Shares by the Closing Date
(5:00pm on 26 November 2024, unless extended), that
Eligible Shareholder’s Rights will lapse.
As required by the Listing Rules, if Rua 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.
All application monies received will be held in a trust
account with Computershare 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 Rua and will
be retained by Rua 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 the Offer
Jurisdictions (or as Rua may otherwise determine in
compliance with applicable laws), who are registered as
Shareholders at the Record Date.
The Rights of any shareholder that is not an Eligible
Shareholder will be transferred to a nominee who will
endeavour to sell those Rights on the NZX Main Board.
Any proceeds (less transaction costs) will be paid to
those shareholders that are not Eligible Shareholders on a
pro rata basis.
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.
Eligible Shareholders may apply for any number of
Additional New Shares, but there is no guarantee that
they will be allocated any or all of the Additional New
Shares for which they apply.
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.
Rua may scale applications under the Oversubscription
Facility in such manner as the directors of Rua consider
equitable and in the interests of the company.
In particular, for the purposes of the ASIC Corporations
(Foreign Rights Issues) Instrument 2015/356, Australian
residents cannot be allocated Additional New Shares
pursuant to the Oversubscription Facility to the extent
such allocation would result in more than 10% of the
maximum number of New Shares being offered to
Australian residents.
The Rua directors’ decision on scaling will be final.
If you are a Custodian, or hold your Shares through a
Custodian, please see paragraphs 13 and 14 below.
5. Opening and Closing Dates
The Offer will open for receipt of acceptances at 2:00pm
on 14 November 2024 (the “Opening Date”). The last day
for receipt of applications with payment is 5:00pm on 26
November 2024 (the “Closing Date”), subject to Rua
varying or extending those dates as permitted by and in
accordance with applicable laws and the Listing Rules.
6. Issue of New Shares
New Shares are expected to be allotted and issued on 2
December 2024 (the “Issue Date”).
In the event that the Closing Date for the Offer is
extended, Rua reserves the right to issue New Shares on
or about 2 December 2024, 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) the Existing Shares which 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 Rua’s
constitution or the Listing Rules), the rights to dividends
authorised by Rua’s board of directors and the right to a
proportionate share in any distribution of surplus assets
of Rua 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 entire
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 will be quoted on the NZX Main Board
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
document.
11. Rights Trading
Application has been made for permission to quote the
Rights on the NZX Main Board and all NZX requirements
have been duly complied with. However, NZX accepts no
responsibility for any statement in this document.
Eligible Shareholders may sell all or some of their Rights
on the NZX Main Board between 12 November 2024 and
20 November 2024. If you are not an NZX Shareholder and
you wish to trade your Rights on the NZX Main Board,
please contact your broker or an NZX Firm.
The right to apply for Additional New Shares under the
Oversubscription Facility is available to Eligible
Shareholders who take up their Rights in full only.
Investors who acquire Rights on the NZX Main Board and
are not Eligible Shareholders on the Record Date are not
entitled to apply for Additional New Shares under the
Oversubscription Facility.
Investors who acquire Rights on the NZX Main Board or
otherwise will, by acquiring those Rights, and applying to
take up all or part of those Rights, be deemed to agree to
make and be subject to the representations, declarations,
warranties and agreements on the offer website.
Investors should note that if they purchase Rights in a
transaction on the NZX Main Board or otherwise, in order
to take up or exercise those Rights and subscribe for New
Shares they:
• must be:
o located in/with a registered address in New
Zealand or Australia (including, for the
avoidance of doubt, Eligible Shareholders); or
o any other person to whom Rua consider an offer
of Rights or New Shares may be made without
the need for a lodged prospectus or other
formality (other than a formality with which Rua
is willing to comply); and
• must not be in the United States or acting for the
account or benefit of a person in the United States in
respect of the purchase or exercise of such Rights
and the subscription for New Shares. The Rights may
not be purchased, traded, taken up or exercised by
any person in the United States or by any person
acting for the account or benefit of a person in the
United States (to the extent such persons are acting
for the account or benefit of persons in the United
States).
If an investor does not satisfy the above conditions, they
will not be entitled to take up Rights or subscribe for New
Shares. It is the responsibility of purchasers of Rights to
inform themselves of the eligibility criteria to exercise the
Rights. If holders of Rights after the end of the Rights
trading period do not meet the eligibility criteria, they will
not be able to exercise the Rights. In the event that
holders are not able to take up their Rights, those Rights
will form part of the shortfall to be offered to new
investors, and holders may receive no value for them.
12. NZX Listing Rules
The issue of New Shares under the Offer is being
undertaken under NZX Listing Rule 4.3.1(a) (Pro-rata
issues) and 4.4 (Rules applicable to pro-rata issues).
In addition, the directors of Rua plan to place any shortfall
in the Offer with new investors, at the Issue Price, in
accordance with Listing Rule 4.4.
13. Custodians
In order to participate in the Offer on behalf of one or
more beneficial owners, Custodians must provide the
following information by email to Computershare and
make payment by way of electronic funds transfer:
a) the number of Participating Beneficiaries (as defined
in paragraph 14 below) and their names and
addresses;
b) in respect of each of the Participating Beneficiaries,
the number of Existing Shares that the Participating
Beneficiary holds and the number and dollar amount
of Rights, as well as the Additional New Shares the
Participating Beneficiary has instructed the
Custodian, either directly or indirectly through a
Downstream Custodian (as defined in paragraph 14
below), to apply for on behalf of that Participating
Beneficiary;
c) where the Custodian holds Existing Shares on behalf
of a Participating Beneficiary indirectly, through one
or more Downstream Custodians, the name and
address of each Downstream Custodian; and
d) an acknowledgement that the certifications
described in paragraph 14 below are deemed to have
been provided to Rua.
14. Custodian certifications
If a Custodian applies in the manner described above to
purchase New Shares on behalf of one or more beneficial
owners, the Custodian will be deemed to have certified to
Rua that:
a) the Custodian holds Existing Shares on behalf of:
i) one or more other persons that are not
Custodians (who would be Eligible
Shareholders if they held Existing Shares
directly); and/or
ii) another Custodian (Downstream Custodian)
that holds beneficial interests in Existing Shares
on behalf of one or more other persons to which
those interests relate, on the Record Date,
(each a Participating Beneficiary) who have
subsequently instructed the Custodian, and/or
the Downstream Custodian, to participate in
the Offer on their behalf;
b) the information set out in the email required to be
provided to Computershare under paragraph 13
above is true and accurate;
c) a copy of this document and the Investor
Presentation was given to each Participating
Beneficiary; and
d) the beneficial owner on whose behalf the Custodian
is submitting an application for New Shares is not
making an application as an Eligible Shareholder
under the Offer in respect of the Existing Shares held
by the Custodian on behalf of that beneficial owner,
and no other Custodian is submitting an application
for New Shares under the Offer for that beneficial
owner in respect of those Existing Shares.
Rua is not required to determine whether or not any
Eligible Shareholder is acting as a Custodian, or the
identity or residence of any beneficial owners of Shares.
Where any holder is acting as a Custodian for a foreign
person, that holder, in dealing with its beneficiary, will
need to assess whether indirect participation by the
beneficiary in the Offer is compatible with applicable
foreign laws. Eligible Shareholders who are Custodians
are therefore advised to seek independent advice as to
how to proceed.
For the avoidance of doubt, each Custodian is
responsible for determining whether an underlying
beneficial holder of Existing Shares for whom that
Custodian acts as Custodian is an Eligible Shareholder.
If you hold your Shares through a Custodian, please
provide your Custodian with your instructions so that your
Custodian may apply on your behalf in accordance with
the information above.
15. Amendments to the Offer and waiver of
compliance
Notwithstanding any other term or condition of the Offer,
Rua m a y, at its discretion and to the maximum extent
permitted by law:
a) make non-material modifications to the Offer on
such terms and conditions as 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 was received by the Computershare
before or after such modification is made); and/or
b) 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.
Rua reserves the right to waive compliance by any
applicant under the Offer with any provision of these
terms and conditions.
Rua will notify NZX of any waiver, amendment, variation,
suspension, withdrawal or termination of the Offer.
16. Governing law
These terms and conditions shall be governed by and
construed in accordance with the laws of New Zealand.
17. Other disclosures
Investors are encouraged to review the Rua audited
financial statements for the 12-month period ended 30
June 2024. The audited financial statements are included
in the 2024 Annual Report (at
https://www.nzx.com/announcements/439200).
Investors should also consider the factors discussed in
Rua’s Investor Presentation dated 6 November 2024
which includes details of the rationale and risks relating
to the Offer.
Other announcements about Rua, including any
announcement made after the date of this document, are
available and can be accessed at www.nzx.com under
the ticker code “RUA”.
Glossary
2024 Annual Report means Rua’s annual report for the year ended 30 June 2024.
Additional New Shares means New Shares which an Eligible Shareholder applies for over and above their Entitlement
under the Oversubscription Facility.
Business Day has the meaning given to that term in the Listing Rules.
Computershare means Computershare Investor Services Limited.
Closing Date means 5:00pm on 26 November 2024 (unless extended beforehand by notice in writing to NZX).
Custodian means any Eligible Shareholder that:
a. is a trustee corporation or a nominee company and holds Existing Shares on the Record Date by reason only of
acting for another person in the ordinary course of business of that trustee corporation or nominee company; or
b. holds Existing Shares by reason only of being a bare trustee of a trust to which the Existing Shares are subject.
Eligible Shareholders means a Shareholder with a registered address in the Offer Jurisdictions, as at the Record Date.
Entitlement means the number of Rights to which an Eligible Shareholder is entitled.
Existing Shares means a Share in Rua on issue on the Record Date.
FMCA means the Financial Markets Conduct Act 2013.
Rua means Rua Bioscience Limited (New Zealand company no. 6484092 with NZX ticker code: RUA).
Investor Presentation means the investor presentation relating to the Offer which was released by Rua on 6 November
2024.
Ineligible Shareholder A Shareholder other than an Eligible Shareholder.
Issue Date means 2 December 2024.
Issue Price means $0.025 per New Share.
Listing Rules means the NZX listing rules, as amended from time to time and for so long as Rua is listed by NZX.
New Shares means an ordinary share in Rua, being of the same class as, and ranking equally in all respects with, the
Existing Shares at the time of issue of the New Shares.
NZX means NZX Limited.
NZX Firm means any entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Main Board means the main board equity security market operated by NZX.
Offer means the offer to subscribe for New Shares made to Eligible Shareholders pursuant to this document.
Offer Jurisdictions means New Zealand, Australia or such other places where a shareholder satisfies Rua that the
Offer can lawfully be made and accepted. However, Shareholders in the United States are not eligible to participate in
the Offer. Similarly, Shareholders (including trustees, Custodians and nominees) who hold Shares on behalf of persons
in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to
participate in the Offer on behalf of those persons.
Opening Date means 14 November 2024.
Oversubscription Facility means the facility that entitles an Eligible Shareholder who accepts their Entitlement in full
to also apply for Additional New Shares.
Record Date means 5pm 13 November 2024.
Renounceable means an Eligible Shareholder can sell or otherwise transfer its Rights (which are quoted) to a third
party (whether or not an existing Shareholder) who can use those Rights to buy the New Shares that the Eligible
Shareholder is otherwise entitled to.
Rights means the renounceable right to subscribe for one New Share at the Issue Price, issued pursuant to the Offer.
Share means one ordinary fully paid share in Rua.
Shareholder means a registered holder of Shares.
Takeovers Code means the takeovers code set out in the schedule to the Takeovers Regulations 2000.
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.
Directory
Issuer
Rua Bioscience Limited
PO Box 1387
Gisborne 4040
Aotearoa New Zealand
Lead Manager
Northington Partners Limited
Level 4, 70 Gloucester Street
Christchurch 8013
New Zealand
Legal Adviser
Lowndes Jordan
Level 15, HSBC Tower
188 Quay Street, Auckland CBD
Auckland 1010
New Zealand
Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Ta k a p u n a
Auckland 0622
New Zealand
Telephone: +64 9 488 8793
Freephone: 0800 650 034
Website: www.shareoffer.co.nz/rua
Email: rua@computershare.co.nz
---
Investor Presentation
Equity Raising | 6 November 2024
We’re doing medicinal cannabis differently
2
Disclaimer and important notice (1 of 2)
This presentation contains summary information about Rua Bioscience Limited (Rua) and its activities that is current as at the date of this presentation.
Information of a general nature
The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Rua or
that would be required in a product disclosure statement for the purposes of the New Zealand Financial Markets Conduct Act 2013 (
FMCA) or a prospectus or other disclosure document for the purposes of the laws of any
other jurisdiction. Rua is subject to a disclosure obligation that requires it to notify certain material information to NZX Limited (
NZX) for the purpose of that information being made available to participants in the market and
that information can be found by visiting
www.nzx.com/companies/rua. This presentation should be read in conjunction with Rua's other periodic and continuous disclosure announcements released to NZX.
Proposed Offer
This presentation has been prepared by Rua in relation to a proposed offer of new ordinary shares in Rua (Shares) by way of a renounceable entitlement offer (Offer). Notwithstanding the proposed Offer, this presentation is
for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. Rua reserves the right not to proceed with the Offer, to vary the dates of the Offer or to withdraw
the Offer without prior notice.
No information set out in this presentation will form the basis of any contract.
Not financial product advice
This presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation to acquire Rua securities, and has been prepared without taking into account the objectives,
financial situation or needs of investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs
and consult a financial adviser, solicitor, accountant or other professional advisor if necessary.
Forward-looking statements
This presentation may contain forward-looking statements that reflect Rua’s current views with respect to future events. This includes statements regarding the timetable, conduct and outcome of the Offer and the use of
proceeds thereof, statements about the plans, objectives and strategies of the management of Rua, statements about the industry and the markets in which Rua operates, and statements about the future performance of, and
outlook for, Rua’s business. Any indications of, or guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. All such forward-looking statements, by their very nature,
involve inherent known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Rua, are difficult to predict, and which could cause actual results or
performance of Rua to materially differ from any future results or performance expressed or implied by such forward looking statements. Variations could either be materially positive or materially negative. The information is
stated only as at the date of this presentation. Except as required by law or regulation (including the NZX Listing Rules), Rua undertakes no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. To the maximum extent permitted by law, the directors of Rua, Rua and any of its related bodies corporate and affiliates, and their respective officers, partners, employees, agents,
associates and advisers do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of such information, or the likelihood of fulfilment of any forward-looking statement or
any event or results expressed or implied in any forward-looking statement, and disclaim all responsibility and liability for these forward-looking statements (including, without limitation, liability for negligence).
Any estimates or projections as to events that may occur in the future (including any projections of revenue, capacity, earnings and performance) are based upon the best judgement of Rua from the information available as of
the date of this presentation. A number of factors could cause actual results or performance to vary materially from the projections, including the risk factors set out in this presentation. Investors should consider the forward-
looking statements in this presentation in light of those risks and disclosures.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements.
Financial data
All dollar values are in New Zealand dollars unless otherwise stated.
This presentation should be read in conjunction with, and subject to, the explanations and views of future outlook on market conditions, earnings and activities given in the announcements relating to the audited financial
results for the year ended 30 June 2024.
Effect of rounding
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures
set out in this presentation.
3
Disclaimer and important notice (2 of 2)
Past performance
Investors should note that past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future Rua performance, including future financial position or share price
performance. Past performance information provided in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) a promise, representation, warranty or guarantee as to the past, present or future
performance of Rua.
Investment risk
An investment in securities of Rua is subject to investment risk and other known and unknown risks, some of which are beyond the control of Rua. Rua does not guarantee any particular return or the performance of Rua shares.
Not an offer
This presentation is not a prospectus or product disclosure statement or other offering document under New Zealand or Australian law or any other law (and will not be filed with or approved by any regulatory authority in New Zealand,
Australia or any other jurisdiction). This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. Any decision to purchase Shares in the Offer must be
made on the basis of all information provided in relation to the Offer, including information to be contained or referred to in a separate offer document made available on NZX (
Offer Document) and Rua’s other periodic and continuous
disclosure announcements released to NZX. Any eligible shareholder who wishes to participate in the Offer should consider the Offer Document, in addition to Rua’s other periodic and continuous disclosure announcements released to
NZX, in deciding to apply under the Offer. Anyone who wishes to apply for Shares under the Offer will need to apply in accordance with the instructions contained in the Offer Document and the application form. The distribution of this
presentation outside New Zealand or Australia may be restricted by law. Any recipient of this presentation who is outside New Zealand or Australia must seek advice on and observe any such restrictions.
Distribution of presentation
This presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to other person, or published, in whole or in part, for any purpose. Additionally, this presentation must not be
distributed in any jurisdiction outside New Zealand and Australia in circumstances in which the distribution of this presentation would be unlawful. The distribution of this presentation in jurisdictions outside New Zealand and Australia may
be restricted by law, and persons into whose possession this presentation comes should observe any such restrictions. Any failure to comply with such restrictions may violate applicable securities laws. None of Rua, any person named in
this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.
No offer in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Any shares described in this presentation
have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except in
transactions exempt from, or not subject to, registration under the US Securities Act of 1933, as amended, and applicable US state securities laws.
Disclaimer
None of Rua or Rua's advisers (including the lead manager for any offer of Rua securities) or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or
caused the issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of them makes or purports to make any statement in this presentation and there is no statement in this
presentation which is based on any statement by any of them.
To the maximum extent permitted by law, none of Rua and its advisers (including the lead manager for any offer of Rua securities), affiliates, related bodies corporate, nor their respective directors, officers, partners, employees and agents
(
Specified Persons) makes any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this presentation and none of them shall have any liability (including in tort or for
negligence) for:
•any errors or omissions in this presentation; or
•any failure to correct or update this presentation, or any other written or oral communications provided in relation to this presentation; or
•any claim, loss or damage (whether foreseeable or not) arising from the use of any information in, or omitted from, this presentation or otherwise arising in connection with this presentation or the information contained in, or
omitted from, it.
To the maximum extent permitted by law, you agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect for this presentation or the information in this presentation and
waive any rights you may otherwise have in this respect.
Acceptance
By reading this presentation, you agree to be bound by the foregoing limitations and restrictions and, in particular, will be deemed to have represented, warranted, undertaken and agreed that: (i) you have read and agree to comply with
the contents of this Disclaimer and Important Notice; (ii) you are permitted under applicable laws and regulations to receive the information contained in this presentation; (iii) you will base any investment decision solely on information
released by Rua via NZX (including the Offer Document); and (iv) you agree that this presentation may not be reproduced in any form or further distributed to any other person, passed on, directly or indirectly, to any other person or
published, in whole or in part, for any purpose.
Accelerating revenue in global markets
Having established a capital-light model focused on intellectual property in genetics and regulatory expertise, Rua is now selling products in NZ, Australia
and Germany through our distribution partners. The business is well positioned to quickly scale in those markets as well as a number of new markets. First
sales into the UK expected within two months.
Secured global supply and cultivation agreements
Cultivation and manufacturing are managed by trusted, best-in-class partners near key markets, enabling Rua to leverage established facilities. This global
footprint ensures high quality products, mitigates supply risk, lowers manufacturing costs, and allows for efficient scaling with minimal capital investment.
We are now exporting Rua propietary genetics
Leveraging our expertise in successfully navigating regulatory requirements, we have recently commenced sales of New Zealand legacy genetics to supply
partners. Rua genetics provide a point of difference which will support on-going demand in key international markets.
Cash flow breakeven during FY26
–The Company generated $223k of revenue in the first quarter of FY25 (July – September) compared to total customer revenue of $86k for all of FY24.
Monthly sales are accelerating and the Company expects to acheive >$3m of sales in FY25
1
.
–Cash burn has significantly reduced to approximately $0.3m per month (from ~$0.6m in 2022) without compromising sales and marketing efforts.
–Rua expects the business will become cash flow positive on a monthly basis during FY26
2
.
Capital raise to support revenue growth
In addition to the expected sale of Rua’s Gisborne property (either through the original or new purchaser), Rua is now seeking to raise up to $3.1m through a
pro-rata renounceable entitlement offer. Along with expected proceeds from the Gisborne property sale
3
, this is anticipated to be sufficient to fund Rua
through to a self-sustaining position. However, if insufficient capital is raised under the entitlement offer and the Gisborne property sale is significantly
delayed, Rua may have to reconsider its growth strategy, consider other avenues to raise capital or contemplate insolvency options.
1
4
Pivotal time in Rua Bioscience‘s journey
1The Rua Bioscience Board believes it can achieve the forecast revenue based on customer sales to date, forward orders, current distributor market growth expectations and with timely entry into the UK market.
2Revenue and cash flow breakeven targets assume that the required capital is raised which is the purpose of Rua Bioscience’s proposed equity capital raising.
3The Gisborne property was unconditionally sold for $1.3 million which was due to settle on 30 October 2024. The purchaser subsequently failed to settle the purchase on the contracted settlement date and Rua is
now considering its available options. See the recent NZX announcements for further details.
2
3
4
5
5
Germany | Australia
New Zealand | United Kingdom
Rua is doing medicinal cannabis differently in the NZ market
Unique Genetics
Rua’s point of difference relative to other NZ cannabis companies
-New Zealand cannabis companies have limited ability to compete globally in the
cultivation & manufacturing part of the value chain due to the cost of
manufacturing GMP medicines, low scale economies and our distance from key
markets.
-Rua has therefore outsourced production to best-in-class global cultivation and
manufacturing partners. This provides access to significantly higher capacity which
is close to market and at a lower per unit cost, while avoiding the high capital
costs of GMP manufacturing.
Rua operates in a targeted segment of the market with the lowest capital requirements. This
means we can leverage our expertise to deliver scalable value with trusted partners.
6
Rua is now at a critical point in our development and we
require shareholder support
Have proved that our commercial model works
Established critical cultivation, manufacturing
and distribution
relationships
Incorporating Rua genetics into sought-after,
branded products
Growing revenue in key global markets, with
repeat purchases & increasing demand
Building sales momentum
Proposed $3.1m capital raising critical to Rua‘s
ongoing business:
–Additional funds required to increase working capital (purchase
product to sell to our distribution partners) and maintain our
current sales momentum.
–Provide bridge funding while the Gisborne property sale is
progressed.
–With additional funds, Rua is capable of being NZ‘s most
successful medicinal cannabis company.
Without raising the majority of the target proceeds
under the rights offer, Rua‘s ability to grow and
remain a going concern is severely limited:
–Increased solvency risks and constrained ability to meet ongoing
financial obligations.
–Growth strategy will need to be revised or Directors may need to
consider insolvency options if sufficient capital is not obtained.
–See Appendix B for summary of the key risks faced by Rua.
7
Rua’s genetic provenance
The cannabis varieties we source are unique to Rua
–Connections to legacy growers provide access to unique varieties and genetics available only
to Rua.
–Rua has an authentic local impact story:
•We have accessed close to 100 illicit varieties from our community.
•We cross varieties to identify new traits.
•We work with legacy growers.
Rua has a valuable advantage
–New Zealand regulations are unique on a world stage. It is the only jurisdiction which legally
allows illicit strains into a legal framework.
–A significant portion of patients in all key markets are engaged and interested in different and
unique strains. Our connections to community mean we have access to a valuable point of
difference.
8
Supply and cultivation agreements with highly reputable
global partners
International
cultivation and
manufacturing
footprint
reduces our risk
of supply
disruptions
CanadaMaltaDenmarkAustraliaNew Zealand
Apollo Green
Portugal
Cultivation
Manufacturing
Kalyx
9
Established high-value branded product range
Stage 1 –Sell branded products into large and established markets
Rua has a portfolio of branded products which are achieving sales in key markets now. Based on distribution arrangements recently put in place, sales
revenues are expected to grow materially over FY25. Rua has created an innovative digital platform that allows a scalable clini c matching service for
patients reaching out to Rua. This model can be used and scaled easily across all markets.
Stage 2 –Introduce products based on unique Rua genetics into these markets.
Branded products based on Rua genetics have recently been introduced into the Australian market. Following completion of regulatory requirements and
production trials, these products will also be manufactured by our supply partners and expected to be made available in the German market in late FY25.
Leading global distribution partners will accelerate growth
in international markets
10
Nimbus Health – Germany
–Highly respected Tier 1 Cannabis wholesaler and manufacturer within Germany.
–Fully licensed to undertake international importing and exporting activities.
–Now owned by Dr Reddy’s Laboratories, a large multinational healthcare business.
–Agreement allows Rua to capture the growth expected in other western European countries.
Target Healthcare – United Kingdom
–Experienced pharmaceutical distribution company that specialises in non-
registered medicines such as medicinal cannabis.
–Considered one of the largest distributors of non-registered medicines in the
United Kingdom.
Australia
–Multi-partner approach to diversify distribution across the large Australian market.
Partners include generic pharmaceutical distributors and medicinal cannabis
specialists.
Canada
Agreement with
Apollo Green
11
Go-to-market sales strategy accelerating
FY21FY22FY23FY24FY25
Germany
Agreement with
Nimbus
New Zealand
GMP license
received
New Zealand
Product launched
Germany
First product
launched
Poland
Agreements with
Motagon
United Kingdom
Agreement with
Target
Germany
New product
launched
New Zealand
New product
launched
Australia
Established sales
presence
Australia
Rua genetics
launched
United
Kingdom
Product
launch
expected
12
Targeting meaningful international markets
Source: Figures in NZD; Estimates of market size based on regulatory authority disclosures and proprietary reports. See Appendix A for further details.
~ $800m
•31t medicinal cannabis imports in 2023
•12t in Q2CY24
~ $400m
•42t medicinal cannabis imports in 2023
~ $60m
•24t medicinal cannabis imported in 2023
•Significant growth expected
~ $30m
•Important as Rua’s home market
•~1t medicinal cannabis imported in 2023
Germany
Australia
United Kingdom
New Zealand
Estimated Market Size
FY24AFY25FFY26F
13
Sales revenue is accelerating and expected to continue
Annual Sales Forecast
1
$3-5m
>$8m
Quarterly Sales Revenue (NZ$’000)
Rua is only targeting large international medicinal cannabis markets
as well as Aotearoa, New Zealand.
Sales momentum is accelerating with $223k of sales (unaudited) in
Q1FY25 vs $86k over entire FY24.
Current demand largely constrained by Rua’s ability to fund working
capital (purchase of stock for sale through distributors).
$0.08m
1Forecast revenue based on customer sales to date, forward orders, current distributor market growth expectations
and with timely entry into the UK market. Assumes Rua successfully raises sufficient capital under the entitlement
offer to fund anticipated growth, including to fund sales and marketing and new product development.
$3
$15
$23
$45
$223
Q1Q2Q3Q4Q1
FY24FY25
14
Our teams are experts at negotiating with international
distributors and regulators
–We are a leading New Zealand company
with a single global brand portfolio that can
be showcased in a market with restrictive
advertising.
–Social purpose is a key differentiator in a
highly competitive market.
Dr Jessika Nowak
Technical Director
Susan Martindale
Head of Regulatory Affairs
Paul Naske
Chief Executive Officer
Emma McIldowie
Quality & Corporate Affairs
John Sanders
Chief of Sales & Marketing,
Australia
Porou Tawhiwhirangi
Head of Cultivation
Talmage Herbert
Supply Manager
Management Team
15
Rua delivers outsized community impact through
targeted programmes
Through Rua‘s scholarship programme, assisting
Te Tairawhiti students through their studies, they
have positively impacted
39
Students since 2020
Student Scholarship ProgrammeCompa ssiona te Pa tient Access Progra mme
Leveraging support from partners and
local community, Rua are now supporting
up to 52 patients each month by
supplying medicinal cannabis through
their Compassionate Access Programme.
86
Patients
supported since
April 2022
O ffe r De t a ils
16
Offer Size and
Structure
•3 for 4 pro-rata renounceable entitlement offer to raise up to $3.1 million
•Up to approximately 122.8m new Rua shares to be issued (75% of existing shares on issue)
Offer Terms
•$0.025 per new share, representing a discount of 47.4% to the 20-day volume weighted average price of
Rua shares traded on the NZX Main Board up to 4 November 2024
•The offer is renounceable meaning shareholders who choose not to take up their entitlements may sell
some or all of their rights on the NZX Main Board between 12 November until 20 November 2024 (subject
to sufficient demand for the rights)
•Shareholders who subscribe for their entitlements in full may also subscribe for any number of additional
shares through the oversubscription facility
•Further terms of the rights offer can be found in the offer document dated 6 November 2024 and at the
offer website: www.shareoffer.co.nz/rua
Use of Proceeds
All net proceeds from the offer will be used to fund Rua’s ongoing operating expenses and working capital
requirements and to provide bridge funding while Rua progresses the sale of the Gisborne manufacturing
facility
Ranking New shares issued under the Offer will rank equally in all respects with Rua’s existing ordinary shares
O ffe r Tim e t a b le
17
Announcement of the OfferWednesday, 6 November 2024
Rights Trading Opens
(Rights trading commences on the NZX Main Board)
Tuesday, 12 November 2024
Record Date
(for determining eligibility to participate in the offer and entitlements)
5pm, Wednesday, 13 November 2024
Opening Date of the Offer
(including mailing/emailing of Offer documentation)
2pm, Thursday, 14 November 2024
Rights Trading Closes
(Rights trading closes on the NZX Main Board at the close of trading)
Wednesday, 20 November 2024
Closing Date of the Offer
(being the date by which applications and payment must be received)
Tuesday, 26 November 2024
Announcement of Results of the OfferThursday, 28 November 2024
Issue Date
(for the allotment and issue of the new shares)
Monday, 2 December 2024
Quotation of New Shares on NZX Main BoardMonday, 2 December 2024
Holding Statements DispatchedMonday, 9 December 2024
18
Appendix A
Market Outlook
Australia is now one of the larger medicinal
cannabis markets in the world.
19
Performance so far
–In early 2023 Rua established the appropriate licences and
operating structuresin Australia to be able to sponsor and take
branded products to market.
–The first Australian-based employee was appointed in January
2024.
–Product range was expanded in February 2024.
–A number of distribution agreements are in place and revenue is
being generated.
–Rua products now available via key clinics.
–Products with New Zealand genetics launched in August 2024. This
is expected to drive increased demand for other products.
Looking forward
–Salesaccelerating due toclinics accepting product on
theirformulary.
-
100
200
300
400
500
600
700
800
900
1,000
FY22FY23FY24FY25FY26FY27
Market Size (NZD Millions)
Australia Market size
ActualForecast
Source: Penington Institute March 2023; Therapeutic Goods Association Data;
assumptions of growth rate same as Germany
We have launched into Germany at a time when regulatory
changes are driving significantly increased demand.
20
Performance so far
–Signed distribution agreement with Nimbus Health in April 2020.
–Launched first dried flower products in April 2023. Initial strong sales
revenue of $268k in 3 months.
–Following the partial recall of product from Cann Group, Rua has
established an additional supply channel via Alphafarma in Malta.
–Extended Nimbus distribution agreement for an additional 3 years and
now covering additional EU markets.
–Activity in German market since regulation change on 1 April 2024
(when cannabis was removed as a narcotic and legalised for the
possession for up to 25g of cannabis for adult use) is significantly
outstripping expectations.
–New Rua products already in market.
Looking forward
–New products being introduced in November 2024.
–Product with Rua genetics expected in 2025.
-
200
400
600
800
1,000
1,200
1,400
FY22FY23FY24FY25FY26FY27
Market Size (NZD Millions)
Germany Market size
ActualForecast
Source: BfArM Germany Federal Institute for Drugs and Medical Devices,
Komand Consulting October 2023
Aotearoa New Zealand is our home market and important for our local
community and patients.
21
Performance so far
–Compassionate Access Programme established for Tairawhiti
patients in April 2022.
–New dried flower product approved February 2024.
–New dried flower product available from July 2024.
Looking forward
–New product in market December 2024 with strong enquiries
already occurring.
–Additional product approvals are being assessed by the
Ministry of Health.
0
10
20
30
40
50
60
FY20FY21FY22FY23FY24FY25FY26FY27
Market Size (NZD Millions)
New Zealand Market size
ActualForecast
Source: New Zealand Ministry of Health OIA data.
The United Kingdom is a market in its infancy
which is projected to grow rapidly.
22
Performance so far
–Agreement signed with Target Health in December 2023.
–Regulatory requirements underway.
Looking forward
–First products expected in market approximately December
2024.
–Range includes Dried flower and Full Spectrum Oil products.
–Direct clinic contact via contracted BDM resource.
0
1
2
3
FY20FY21FY22FY23FY24FY25FY26FY27
Units of product (millions)
UK Market size
ActualForecast
Source: Cannamonitor February 2022;Maple Tree Consultants Jan 2024, National Health
Service UK BSA.
23
Appendix B
Key Risks
24
Risks and mitigants
Solvency and Financial RisksRisk Mitigants
This is the biggest risk that the company faces right now. Without sufficient capital, it is very unlikely that Rua will be able
to continue as a going concern and may need to consider insolvency options. Rua is also currently incurring operating
losses and may encounter significant challenges in achieving profitability, with the potential for substantial future losses. To
support revenue growth, Rua’s operating expenses and working capital is expected to rise. Should revenue growth fail to
adequately offset these increasing costs, Rua will remain unprofitable. Projected or anticipated sales may also not
materialise, and if realised, may not be sufficient to secure profitability. Rua may therefore require additional funding to
offset losses or maintain operations, and failure to secure such funding could heighten the risk of insolvency.
Rua is undertaking this capital raise specifically to mitigate this risk.
However, the offer is not underwritten and does not have a minimum
size condition. Therefore, there is no certainty of the amount of capital
raised.
Operational risks
Rua works with leading suppliers and distribution partners which carries risks associated with production, agriculture and
supply chain. There may be supply disruptions which impacts on Rua sales and profitability. Reliance on third parties may
have a significant impact on Rua if they fail to meet their obligations and Rua is unable to find a suitable replacement.
Rua works closely with suppliers and our experienced team strives to
ensure that the required standards of quality are met.
Market and Competitive Risks
As the medicinal cannabis market grows, so does competition. Rua must invest heavily to keep up, and failing to do so
could weaken its competitive position. Alternatively, there is no guarantee that the market will continue to grow.
Rua has a very experienced team that networks within the industry
internationally to stay abreast of trends.
Rua also invests substantially in research and development, marketing
initiatives, new product and market development, client acquisition,
supply and distribution channels, and client support services to
maintain competitiveness.
Macro-economics and regulations
These factors are largely out of Rua’s control. Changes in interest rates, inflation, exchange rates, and other economic
factors beyond Rua's control can impact its financial performance. Also changes to government regulations may impact
on Rua.
Rua operates in multiple jurisdictions which reduces this risk.
Investment into Rua has risks. There is no guarantee of future payments of dividends or returns of capital. An investment into the Company is not risk-free; investors should
consider this investment carefully.
The Directors strongly recommend that potential investors consult their professional advisers and consider the key risks described below. The following list of risks should not
be taken as exhaustive of all the risks faced by the Company or by Shareholders.
---
Rua Bioscience Limited
Corporate Action Notice
Page 1 of 3
Section 1: Issuer information (mandatory)
Name of issuer Rua Bioscience Limited
Class of Financial Product Ordinary shares
NZX ticker code RUA
ISIN (If unknown, check on NZX
website)
NZRUAE0004S1
Name of Registry Computershare Investor 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
Placement
Record date 13/11/2024
Ex Date (one business day before the
Record Date)
12/11/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
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 (not an Accelerated Offer)
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
N/A (not an Accelerated Offer)
Maximum number of Equity Securities
to be issued if offer is fully subscribed
Approximately 122,789,125 (subject to rounding)
ISIN of Rights (if applicable) NZRUAE0005S8
Oversubscription facility Y. New shares not taken up by eligible shareholders
in the rights issue will be offered through an
oversubscription facility. Eligible shareholders who
take up their rights in full have the opportunity to
apply for additional new shares in the
oversubscription facility.
2 of 3
Details of scaling arrangements for
oversubscriptions
If demand for New Shares were to exceed
availability, applicants participating in the
Oversubscription Facility will be subject to scaling on
a pro rata basis (by reference to existing holdings on
the Record Date).
Rua reserves the right to place any subsequent
shortfall in accordance with the NZX Listing Rules.
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 Equity Security (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New
3
For
Existing
4
Treatment of fractions** Where fractions arise in the calculation of rights, they
will be rounded down to the nearest right
Subscription price
(per Equity Security)
$0.025
Letters of entitlement mailed 14/11/2024
Offer open 14/11/2024
Offer close 26/11/2024
Quotation date (if Rights will be quoted) Market for rights trading open on:
12/11/2024
Allotment date 2/12/2024
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s) Northington Partners Limited
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
Rua agrees to pay a lead management fee of 8.5% of
the total gross proceeds raised under the rights offer.
Underwritten N
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount or
proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to Underwriter(s)
for acting as underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting being
terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Paul Naske
3 of 3
Contact person for this announcement Paul Naske
Contact phone number 021 445 154
Contact email address paul.naske@ruabio.com
Date of release through MAP 6/11/2024
---
PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
FOR PUBLIC RELEASE
NZX Limited
Wellington
6
th
November 2024
RUA BIOSCIENCE LIMITED (NZX: RUA): NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE
8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014
1. Rua Bioscience Limited (NZX: Rua) (Rua) has today announced that it will undertake a pro
rata 3 for 4 renounceable rights offer of fully paid ordinary shares of the same class as already
quoted on the NZX Main Board operated by NZX Limited (Rights Offer) and may also seek
to privately place any shortfall in the rights issue (Shortfall Offer, and together with the Rights
Offer, the Offers). The Company is seeking to raise up to NZ$3,069,728 in connection with the
Offers.
2. Offers made under the Rights Offer will be made to investors in New Zealand in reliance upon
the exclusion in clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA).
The Offers made under any Shortfall Offer will be made to either wholesale investors or close
business associates (within the meaning of clause 3(2) or clause 4(2), as applicable, of the
FMCA), or to investors in New Zealand in reliance upon the exclusion in clause 19 of Schedule
1 to the FMCA.
3. Offers under the Rights Offer are also being made to investors in Australia in reliance on the
Australian Securities and Investments Commission Corporations (Foreign Rights Issues)
Instrument 2015/356 or otherwise to persons to whom the Offers can be made without a full
disclosure document under Chapter 6D of the Corporations Act 2001 (Cth).
4. This notice is provided pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets
Conduct Regulations 2014 (FMC Regulations).
5. As at the date of this notice:
5.1. Rua is in compliance with the continuous disclosure obligations that apply to it in
relation to Rua’s quoted ordinary shares;
5.2. Rua is in compliance with its “financial reporting obligations” (as defined in clause 20(5)
of Schedule 8 to the FMC Regulations); and
5.3. there is no information that is “excluded information” (as defined in clause 20(5) of
Schedule 8 to the FMC Regulations) in respect of Rua.
6. The Offers are not expected to have any effect on the “control” (as defined in clause 48 of
Schedule 1 to the FMCA) of Rua.
NOTICE
PO Box 1387, Gisborne 4040, Aotearoa New Zealand | 0800 RUABIO | www.ruabio.com
END
Authorised by the Board of Rua Bioscience Limited.
For further information please contact:
Paul Naske
Chief Executive Officer
paul.naske@ruabio.com
+64 21 445154
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.