Comvita Scheme Booklet and Notice of Meeting
15 October 2025
Comvita Scheme Booklet and Notice of Meeting
Key Points
• The Comvita Board unanimously recommends that shareholders vote in favour of the Scheme, in the
absence of a Superior Proposal.
• The Scheme Consideration of NZ$0.80 per share is within the Independent Adviser’s assessed valuation
range of NZ$0.70 - NZ$0.92 per share, and near the mid-point of that range.
• Shareholders are encouraged to review the materials carefully, seek independent advice, and ensure they
have their say by voting either ahead of, or at the Scheme meeting on Friday, 14 November 2025 at
2.00pm.
• Shareholders can cast their votes ahead of the Scheme Meeting online, by email, or by post. Alternatively,
they can vote online or in-person at the Scheme Meeting, which will be held at 2:00 pm on Friday, 14
November 2025.
• If approved by shareholders and the High Court, subject to the satisfaction of customary conditions, the
Scheme Consideration will be paid to Shareholders on the Scheme Implementation Date (which is
expected to be on Wednesday, 10 December 2025).
Release of Scheme Booklet
Comvita Limited (NZX: CVT) has today released the Scheme Booklet and Notice of Meeting for shareholders to
consider and vote on the proposed Scheme of Arrangement, under which Florenz Limited (“Florenz”), subject to
the satisfaction of certain conditions, would acquire all shares in Comvita for NZ$0.80 per share in cash.
The Scheme Booklet includes the Independent Adviser’s Report prepared by Grant Samuel & Associates Limited
(“Independent Adviser”). The Independent Adviser’s Report concludes that the Scheme Consideration of NZ$0.80
per share is within the Independent Adviser’s assessed valuation range of NZ$0.70–NZ$0.92 per share, and near
the mid-point of that range.
Board recommendation
The Comvita Board unanimously recommends that shareholders vote in favour of the Scheme in the absence of a
Superior Proposal (as defined in the Scheme Implementation Agreement) and has agreed to vote all shares
controlled by them in favour of the Scheme
The Board’s recommendation reflects the following factors:
• Shareholders are able to realise value for their Comvita Shares at a material premium to the market price
prior to the proposal. The Scheme Consideration represents a:
o 67% premium to Comvita’s closing share price on the NZX Main Board on Friday, 15 August 2025, being
the last trading day prior to the announcement of the Scheme Implementation Agreement; and
o 56% premium to the 3-month volume weighted average price prior to Friday, 15 August 2025, being the
last trading day prior to the announcement of the Scheme Implementation Agreement.
• The Scheme Consideration is within the Independent Adviser’s valuation range and near its mid-point.
• The Scheme accelerates a return to shareholders compared with the prolonged and uncertain timeframe
required to deliver a turnaround under a standalone strategy.
• The Mānuka honey sector continues to face oversupply, price and demand volatility, and heightened
competition. These conditions require capital strength beyond Comvita’s current balance sheet position.
• If the Scheme does not proceed, Comvita faces material refinancing risks and ongoing uncertainty around
its ability to fund operations beyond early 2026. Its existing banking waivers expire on 31 December 2025,
and scheduled repayments totaling NZ$59 million fall due in early 2026.
• A comprehensive, multi-year competitive process has been undertaken, during which the Board
considered all options available including capital raising, subordinated debt issuance, and alternative take-
private proposals. Each carried greater execution risk, potential dilution, or less favourable terms
compared with the Scheme.
• No Superior Proposal has emerged since the Scheme was announced.
• The price of Comvita Shares may fall below the Scheme Consideration if the Scheme is not implemented,
and no Superior Proposal emerges. Unlike the certain cash payment under the Scheme, Comvita Shares
will remain subject to market volatility, and there is no guarantee shareholders would achieve equivalent
or higher value in future.
• The Scheme provides a liquidity event, enabling Shareholders to monetise their investment at a premium
to recent trading levels, which may not otherwise be achievable in the foreseeable future.
• Comvita’s two largest shareholders, Li Wang (12.13%) and China Resources Enterprise Limited (6.25%),
who collectively hold approximately 18% of Comvita shares, have confirmed they will vote in favour of the
Scheme.
Trading update
Comvita expects to release a year-to-date trading update next week, which will cover Q1 of the 2026 financial
year, following completion of the Company’s month-end process.
Scheme Meeting and voting process
The Scheme Booklet and Independent Adviser’s Report, together with a personalised Voting/Proxy Form, have
been emailed to shareholders registered for electronic communications today. Hard copies are being distributed
this week.
Shareholders can cast their votes ahead of the Scheme Meeting either online, by email, or by post, no later than
2.00pm on Wednesday 12
th
November 2025. Alternatively, Shareholders can vote online or in-person at the
Scheme Meeting.
Scheme Meeting
The Scheme Meeting will be held at 2:00 pm (NZT) on Friday, 14 November 2025 both online via MUFG Pension &
Market Services’ virtual meeting platform at www.virtualmeeting.co.nz/cvtsm25 and in person at the offices of
MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland, New Zealand.
To approve the Scheme, both of the following thresholds must be met:
• at least 75% of votes cast by shareholders in each interest class who are entitled to vote and who actually
vote must be in favour; and
• more than 50% of the total number of votes attached to all Comvita shares that are able to be cast
(whether or not actually cast) must be in favour.
Conditions
If shareholders approve the Scheme at the Scheme Meeting, it will remain subject to customary conditions for a
transaction of this nature, including High Court approval, as set out in Section 3.9 of the Scheme Booklet.
Please read the Scheme Booklet, including the Independent Adviser’s Report, carefully and in its entirety, as it
contains important information that you should consider before you vote. It includes details of the Scheme Meeting
to approve the Scheme, the recommendation of your Directors, considerations in relation to your vote and the
Independent Adviser’s Report. You may also wish to seek independent legal, financial, taxation or other
professional advice.
ENDS
For further information:
Bridget Coates | Comvita
bridget.coates@comvita.com
Media contact
Kate Walsh
021 858 619
kate@katewalsh.co.nz
Background information
Comvita (NZX:CVT) was founded in 1974/5, with a purpose to heal and protect the world through the natural
power of the hive. With a team of 400+ people globally, united with more than 1.6 billion bees, we are the global
market leader in Mānuka honey and bee consumer goods. Seeking to understand, but never to alter, we test and
verify all our bee-product ingredients are of the highest quality in our own government-recognised and accredited
laboratory. We are growing scientific knowledge on Mānuka trees, the many benefits of Mānuka honey and
propolis and bee welfare. We have planted millions of native trees, improving our natural ecosystems and
biodiversity, and mitigating climate change in conjunction with our focus on carbon emissions reduction, while
helping ensure the supply of high quality Mānuka honey. In 2023 Comvita was certified B Corp, a global community
of like-minded companies that strive to balance profit with purpose, seeking to use business as a force for good.
Comvita has operations in Australia, China, North America, Southeast Asia, and Europe – and of course, Aotearoa
New Zealand, where our bees are thriving.
---
COMVITA LIMITED
15 OCTOBER 2025
Notice of Meeting
and Scheme Booklet
Important
This is an important document and requires your immediate attention. You should carefully
read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you
are in any doubt about what you should do, you should seek advice from your broker or your
financial, taxation or legal adviser immediately. If you have sold all of your shares in Comvita
Limited, please ignore this Scheme Booklet and immediately hand it to the purchaser or the
agent (e.g. the broker) through whom the sale was made, to be passed to the purchaser. An
Independent Adviser’s Report on the merits of the Scheme accompanies this Scheme Booklet
and should be read carefully in conjunction with this Scheme Booklet.
For a scheme of arrangement between
Comvita Limited and its shareholders in
relation to the proposed acquisition of all
of the fully paid ordinary shares in Comvita
Limited by Florenz Limited at a price of
NZ$0.80 for each Comvita Share.
The Scheme Meeting will be held at
Time
2.00pm (NZT)
Date
Friday, 14 November 2025
Where
In person: MUFG Pension & Market
Services, Level 30, PwC Tower,
15 Customs Street West, Auckland,
New Zealand
Virtual/online: via MUFG Pension &
Market Services’ virtual meeting platform
at www.virtualmeeting.co.nz/cvtsm25
See the Notice of Meeting in section 2
of this Scheme Booklet for more details
Shareholder information line
Call 0800 990 057 (New Zealand)
or +64 9 375 5998 (outside of New Zealand)
Your Directors unanimously recommend
that you vote in favour of the Scheme,
in the absence of a Superior Proposal.
Important
Information
Purposes of this Scheme Booklet
The purposes of this Scheme Booklet are to:
• provide you with information about the
proposed acquisition of Comvita by Florenz;
•
provide you with the material terms and
conditions of the Scheme and explain their
effect;
• explain the manner in which the Scheme
will be considered by Shareholders and,
if approved, implemented;
•
provide you with information that could
reasonably be expected to be material to your
decision whether or not to vote in favour of the
Scheme; and
•
communicate the information required by the
Takeovers Panel or the High Court in relation to
the Scheme.
This Scheme Booklet is not a product disclosure
statement.
Your decision
This Scheme Booklet does not take into account
your individual investment objectives, financial
situation or needs. You must make your own
decisions and seek your own advice in this regard.
The information and recommendations contained
in this Scheme Booklet do not constitute, and
should not be taken as constituting, financial advice,
financial product advice, tax advice or legal advice.
If you are in any doubt as to what you should do,
you should seek advice from your broker or your
financial, taxation or legal adviser before making
any decision regarding the Scheme.
Not an offer
This Scheme Booklet does not constitute an
offer to Shareholders (or any other person),
or a solicitation of an offer from Shareholders
(or any other person), in any jurisdiction.
Laws of New Zealand
This Scheme Booklet has been prepared in
accordance with New Zealand law. Accordingly,
the information contained in this Scheme Booklet
may not be the same as that which would have
been disclosed in this Scheme Booklet if it had
been prepared in accordance with the laws and
regulations of another jurisdiction.
Forward looking statements
This Scheme Booklet contains certain forward-
looking statements. You should be aware that there
are risks (both known and unknown), uncertainties,
assumptions and other important factors that could
cause the actual conduct, results, performance or
achievements of Comvita to be materially different
from the future conduct, market conditions, results,
performance or achievements expressed or implied
by such statements or that could cause future
conduct to be materially different from historical
conduct. Deviations as to future conduct, market
conditions, results, performance and achievements
are both normal and to be expected.
Forward looking statements generally may be
identified by the use of forward-looking words such
as ‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’,
‘forecast’, ‘foresee’, ‘future’, ‘intend’, ‘likely’, ‘may’,
‘planned’, ‘potential’, ‘should’, or other similar words.
Neither Comvita nor any other person gives
any representation, assurance or guarantee
that the occurrence of the events expressed or
implied in any forward-looking statements in
this Scheme Booklet will actually occur. You are
cautioned against relying on any such forward
looking statements.
Privacy and personal information
Comvita and Florenz and their respective
Representatives may collect personal information
in the process of implementing the Scheme. Such
information may include the name, contact details
and shareholdings of Shareholders and the name of
persons appointed by those persons to act as a proxy
or corporate representative at the Scheme Meeting.
The primary purpose of the collection of personal
information is to assist Comvita and Florenz to
conduct the Scheme Meeting and implement the
Scheme. Personal information may be stored in hard
copy form or electronic form, including with third
party data storage facilities and in cloud storage
located within or outside New Zealand.
1Comvita Limited Notice of Meeting and Scheme Booklet
Important Information
Personal information of the type described
above may be disclosed to MPMS, print and mail
service providers, proxy solicitation firms, Related
Companies of each of Comvita and Florenz
and Comvita’s and Florenz’s service providers
and advisers. Shareholders have certain rights
to access personal information that has been
collected. Shareholders should contact MPMS
in the first instance, if you wish to access your
personal information. Shareholders who appoint a
named person to act as their proxy or corporate
representative should make sure that person is
aware of these matters.
No internet site forms part of this
Scheme Booklet
Any references in this Scheme Booklet to any
website are for informational purposes only.
No information contained on any website forms
part of this Scheme Booklet. To the maximum
extent permitted by law, Comvita, Florenz and
their respective Representatives do not assume
any responsibility for the contents of any website
referenced in this Scheme Booklet.
Timetable and dates
All references to times in this Scheme Booklet
are references to New Zealand time, unless
otherwise stated. Any obligation to do an act
by a specified time in New Zealand time must
be done in any other jurisdiction by the specified
New Zealand time.
All references to expected dates and times in this
Scheme Booklet in respect of procedural aspects
of the Scheme are indicative only and, among
other things, are subject to obtaining all necessary
approvals from the High Court.
Diagrams, charts, maps, graphs
and tables
Any diagrams, charts, maps, graphs and tables
appearing in this Scheme Booklet are illustrative
only and may not be to scale.
Currency
Unless expressly specified, all references to currency
in this Scheme Booklet are to New Zealand dollars.
Effect of rounding
A number of figures, amounts, percentages, prices,
estimates, calculations of value and fractions in
this Scheme Booklet are subject to the effect
of rounding. Accordingly, actual calculations
may differ from amounts set out in this
Scheme Booklet.
Responsibility for information
Other than as set out below, this Scheme Booklet has
been prepared by, and is the responsibility of, Comvita:
• the Florenz Information has been prepared by,
and is the responsibility of, Florenz. None of
the Comvita Group, nor any of their respective
Representatives assume any responsibility for
the accuracy or completeness of the Florenz
Information. For the avoidance of doubt, none
of the Florenz Group, nor any of their respective
Representatives assume any responsibility
for the accuracy or completeness of any
information in this Scheme Booklet other than
the Florenz Information; and
• the Independent Adviser’s Report attached
as Annexure A has been prepared by, and is
the responsibility of, the Independent Adviser.
None of the Comvita Group, Florenz Group and
their respective Representatives assume any
responsibility for the accuracy or completeness
of the Independent Adviser’s Report.
Notice of the final court hearing
If you wish to oppose the Scheme at the Final
Court Hearing, which is expected to be at 10.00am
on Monday, 1 December 2025 at the High Court,
Parliament Street, Auckland, you must file a notice of
appearance or a notice of opposition together with
supporting documents at the High Court and at the
offices of Simpson Grierson, Level 27, 88 Shortland
Street, Auckland 1010 in the manner set out in section
3.17 (Shareholder Objection Rights) of this Scheme
Booklet by 5.00pm on Friday, 21 November 2025.
Role of takeovers panel and High Court
The fact that the Takeovers Panel has provided a
letter of intention indicating that it does not intend
to object to the Scheme (or subsequently issues a
no-objection statement in respect of the Scheme),
or that the High Court has ordered that a meeting
be convened, does not mean that the Takeovers
Panel or the High Court:
• has formed any view as to the merits of the
proposed Scheme or as to how Shareholders
should vote (on this matter, Shareholders must
reach their own decision); or
•
has prepared, or is responsible for the content of,
the Scheme documents or any other material.
Defined terms
Capitalised terms set out in this Scheme Booklet
have the meanings given to them in the Glossary in
section 7 of this Scheme Booklet.
Date of this Scheme Booklet
This Scheme Booklet is dated 15 October 2025.
2Comvita Limited – Notice of Meeting and Scheme Booklet
Important Information
CONTENTS
SECTION 1
Key Introductory Information
04
Chair's Letter05
What do shareholders need to do?10
Indicative Timeline11
SECTION 2
Notice of Special Meeting
12
Notice of Meeting12
Procedural Notes13
SECTION 3
Information about the Scheme
16
SECTION 4
Information about Florenz
31
SECTION 5
Statutory information equivalent to
Schedule 1 of the Takeovers Code
32
SECTION 6
Statutory information equivalent to
Schedule 2 of the Takeovers Code
36
SECTION 7
Glossary
42
ANNEXURE A:
Independent Adviser’s Report
49
ANNEXURE B:
Scheme Plan
121
ANNEXURE C:
Scheme Deed Poll
132
Directory
139
3Comvita Limited Notice of Meeting and Scheme Booklet
Contents
1. Key Introductory
Information
4Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
Dear Shareholder
On behalf of the Comvita Board
1
, I am pleased
to provide you with this Scheme Booklet, which
contains important information regarding the
proposed acquisition of your Comvita Shares
by Florenz.
The proposed acquisition is to be completed
via a Scheme of Arrangement, approved by the
Shareholders and the High Court. If the proposed
Scheme is approved and all Conditions are satisfied
or waived (if capable of being waived), Shareholders
will receive the Scheme Consideration of NZ$0.80
in cash for each Comvita Share they hold.
The Scheme Consideration will be paid to
Shareholders on the Scheme Implementation
Date (which is expected to be on Wednesday, 10
December 2025). This Scheme Booklet has been
prepared to help you assess the merits of the
Scheme before you vote. Please read it carefully.
The Directors of Comvita unanimously
recommend that you vote in favour of
the Scheme
In the absence of a Superior Proposal arising, the
Directors unanimously recommend that you vote
in favour of the Scheme. The Directors intend
to vote in favour with regard to all the Comvita
Shares that they own or control, in the absence of
Comvita receiving a Superior Proposal.
The Directors have been engaged in negotiations
with Florenz for several months. This coincided with
considering alternative proposals, including (among
others) a competing take private transaction and
capital raising. Over the last two years the Board
has also considered a number of proposals with a
view of enhancing Shareholder value. A number of
the take private proposals were withdrawn by the
interested parties post due diligence. None would
deliver the same transaction certainty, and several
carried significant dilution or execution risks.
Following this, the Directors have concluded that
the Scheme Consideration represents fair value,
and the Scheme is the best available option for,
and is in the best interest, of Shareholders. If the
Scheme does not proceed, continued availability of
bank facilities remains uncertain.
In recommending the Scheme, the Directors have
taken into account the following factors:
•
The Scheme represents a material premium
to Comvita’s pre-announcement trading:
Shareholders are able to realise value for their
Comvita Shares at a material premium to the
market price prior to the proposal. The Scheme
Consideration represents a:
•
67% premium to Comvita’s closing share
price on the NZX Main Board on Friday,
15 August 2025, being the last trading day
prior to the announcement of the Scheme
Implementation Agreement; and
•
56% premium to the 3-month volume
weighted average price prior to Friday,
15 August 2025, being the last trading day
prior to the announcement of the Scheme
Implementation Agreement.
•
The
Scheme Consideration falls within the
Independent Adviser’s valuation range: The
Scheme Consideration of NZ$0.80 is within
the Independent Adviser’s valuation range of
NZ$0.70 to NZ$0.92 per share, and near the
mid-point. For further information regarding
the Independent Adviser’s valuation, please
refer to page 8 below and to the Independent
Adviser’s Report attached as Annexure A to
this Scheme Booklet.
Bridget Coates, Chair
1 Being, for this purpose, all of the Directors. No Director who
represents, or who is associated with, Li Wang or China
Resources Enterprise, Limited is deemed to control, or is treated
as controlling, the Comvita Shares held or controlled, respectively,
by Li Wang or China Resources Enterprise, Limited.
CHAIR’S LETTER
5Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
• Certainty of value: The Scheme provides
an opportunity for Shareholders to realise
the value of their Comvita Shares for 100%
cash now. If the Scheme does not proceed,
there is no guarantee that you will achieve
returns equivalent to, or better than, receiving
the Scheme Consideration of NZ$0.80 per
Comvita Share now. Further, Shareholders
would not be subject to Comvita’s external
economic and general market risks; and specific
existing operational risks that may adversely
impact future financial performance.
•
Accelerate capital return: The Scheme
accelerates a capital return to shareholders,
mitigates the risks involved in executing
Comvita’s strategic plan over time, and
offers a clear, logical alternative to the
execution risk, capital constraints, and
prolonged timeframes associated with
a continued standalone strategy.
•
Industr
y headwinds: The Mānuka honey
sector remains under pressure, facing material
headwinds, including market oversupply,
economic uncertainty, price and demand
fluctuations and intense competition
(including online) which has led to heavy price
discounting and channel loading, putting
downward pressure on prices. The environment
is fragmented, with several participants under
financial strain. Industry dynamics require
consolidation at pace, but sector leadership
demands capital strength, scale, and speed
– resources not available to Comvita under
its current capital structure.
•
Comvita’s challenged trading: Comvita
has invested significant capital in its brand
equity, distribution reach and the scientific
credibility of its products. A number of these
investments did not meet objectives or
deliver expected returns which resulted in
reduced profitability and elevated leverage.
Comvita has taken urgent steps to reduce
costs, simplify operations, and protect long-
term brand strength, however these initiatives
alone have not been sufficient to strengthen
the balance sheet or position the business
for long-term sustainability.
•
FY25 r
esults: Trading conditions in FY25
remained challenging and Comvita reported
for the year ended 30 June 2025 a significant
net profit after tax loss of NZ$104.8 million and
a material reduction in net assets to NZ$54.9
million (down from NZ$156.7 million in FY24)
due to impairment, inventory provisions and
fair value write-downs.
•
Continued availability of bank facilities
remains uncertain if the Scheme does
not proceed: Comvita has operated under
temporary covenant waivers for over a year
which are agreed to remain in place until
31 December 2025. If the Scheme does not
proceed, Comvita is forecast to be in breach
of its financial covenants beyond 31 December
2025. Additionally, Comvita has NZ$59m
of scheduled repayment obligations in the
first quarter of 2026 (NZ$24m on 31 January
2026 and NZ$35m on 1 March 2026) with no
presently available means to meet these
repayment obligations. If the Scheme is
unsuccessful, there are no assurances from
Comvita’s lenders that further covenant
waivers or extensions will be obtained on
acceptable terms.
•
No certainty of raising capital to meet
repayment obligations if the Scheme does not
proceed: Earlier this year, Comvita assessed
capital raising options. If the Scheme does not
proceed, there is no certainty that sufficient
capital will be available to Comvita to meet
its repayment obligations within the required
timeframe, and there would continue to be
uncertainty as to the execution and timeframe
for any turnaround in financial performance.
We expect the pricing and terms would likely
need to reflect Comvita’s circumstances, and
as such would likely be heavily discounted and
dilutive to non-participating shareholders, and
further accommodation may be needed from
Comvita’s lenders to execute the capital raise.
•
The S
cheme follows a comprehensive
competitive process and is considered by
the Directors to be the best available option
for Shareholders: The announcement of the
Scheme followed a comprehensive competitive
process undertaken over a substantial period,
during which the Directors considered all
options available (including to recapitalise
the business to execute a turnaround while
remaining listed), and have concluded the
Scheme to be the most viable option available.
For further information, please refer to section
3.2 of this Scheme Booklet.
•
No Superior
Proposal has emerged since
the Scheme was announced: Since the
announcement of Florenz’s proposal to the
NZX Main Board by the Comvita Board on
Monday, 18 August 2025, and up to the date of
this Scheme Booklet, no Superior Proposal has
emerged. The Directors retain the ability to deal
with a Superior Proposal if any is received, as
necessary to comply with the Board’s fiduciary
or statutory duties.
6Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
• The price of Comvita Shares may fall below
the Scheme Consideration in the event the
Scheme is not implemented and no Superior
Proposal arises: Comvita Shares have traded
below the Scheme Consideration since late-
February 2025 when Comvita announced its
FY25 half year results. Although the Directors
cannot predict what the price of Comvita
Shares will be in the future, the Directors
believe that if the Scheme is not implemented,
and in the absence of a Superior Proposal, the
price of your Comvita Shares will likely fall or
remain below the Scheme Consideration being
offered by Florenz.
•
C
omvita Shares are relatively illiquid, which can
make it difficult for Shareholders to realise value
in the ordinary course of trading: The Scheme
provides a liquidity event, enabling Shareholders
to monetise their investment at a premium to
recent trading levels, which may not otherwise
be achievable in the foreseeable future.
•
No br
okerage costs will be charged on the
transfer of your Comvita Shares to Florenz
if the Scheme proceeds: You will not pay any
brokerage on the transfer of your Comvita
Shares to Florenz under the Scheme.
•
Largest shareholders having agreed to the
Scheme: Comvita’s largest Shareholders (Li Wang,
who holds approximately 12.13% of the Comvita
Shares and China Resources Enterprise, Limited
who holds approximately 6.25% of the Comvita
Shares) are supportive of the Scheme and have
agreed to vote all of their respective Comvita
Shares in favour of the Scheme.
A comprehensive discussion of the reasons why
the Directors unanimously recommend that you
vote in favour of the Scheme is set out in section
3.5. Shareholders are advised to review this
section carefully and in full.
Reasons why Shareholders may choose
not to vote in favour of the Scheme
The Directors also acknowledge that there are
valid reasons why you may decide not to vote
in favour of the Scheme. For example:
•
Y
ou may wish to maintain an investment in
a publicly listed company with the specific
characteristics of Comvita: You may wish
to maintain an investment in a publicly listed
company with the specific characteristics of
Comvita in terms of industry, operations, profile,
size and potential future dividend stream.
There are limited alternative Mānuka honey
companies available for public investment.
• You may consider that Comvita has greater
value over the longer term than you will
receive under the Scheme: Notwithstanding
the Directors view that if the Scheme does not
proceed the Comvita Shares will likely trade
at a price below the Scheme Consideration,
you may consider that within your personal
investment horizon, the market oversupply to
correct, economic uncertainty in key markets to
improve, competitive forces impacting pricing
to dissipate, and the business is capable of
executing a turnaround through a combination
of cost reduction and revenue generation
initiatives, which see greater value returned to
Shareholders over time. Implicit in this view is
that Comvita has, or will be able to secure, an
appropriate and sustainable capital structure
to fund the business going forward.
•
You may consider that the banks will extend
existing facilities beyond their current
maturities and/or an alternative capital raise
option will be superior to the Scheme: You
may consider the bank syndicate to provide
further accommodations and extended
existing maturities. Further accommodations
are highly likely to require additional capital.
Given Comvita’s current financial position and
uncertain outlook, executing a capital raise
may also be challenging. There is no guarantee
that this capital is available, and if it were
available, it may come at a cost and at terms
inferior to the Scheme. An equity capital raise
would likely be heavily discounted and dilutive
for shareholders who do not participate. While
Comvita considered a capital raise as part
of its strategic options, the Board ultimately
determined that it was not the preferred
course of action at this time given dilution
and execution risks. Any subordinated debt
would not improve the capital structure
and arguably leave shareholders at greater
financial risk due to higher interest costs and
potential consequences if the debt is unable
to be serviced.
•
You may consider that the Scheme is not
in your best interests: Despite the valuation
range provided by the Independent Adviser,
you may consider that the Scheme is not in
the best interests of Shareholders or not in
your individual interests, or you may believe
that the Independent Adviser’s valuation range
does not reflect the full value of Comvita.
•
Y
ou may consider that there is a possibility
that a Superior Proposal could emerge: You
may consider that there is a possibility that a
Superior Proposal could emerge and you would
prefer to wait for that.
7Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
• Tax implications: The tax implications of
the Scheme may not suit your current
financial position.
• Unacceptable conditions: You may consider
that the Scheme is subject to Conditions that
are unacceptable to you.
A comprehensive discussion of the reasons why
you may choose to vote against the Scheme is
set out in section 3.6. Shareholders are advised to
review this section carefully in full.
Independent Adviser’s report
The Directors appointed Grant Samuel as
Independent Adviser to assess the merits of the
Scheme. The Independent Adviser has concluded
that the Scheme Consideration of NZ$0.80 per
Comvita Share to be within the valuation range
for the Comvita Shares of NZ$0.70 to NZ$0.92
per Comvita Share.
The valuation assumes that Comvita continues
as a going concern and achieves the projected
turnaround in its financial performance and
these assumptions are by no means assured.
Shareholders need to be cognizant that:
•
as long as Comvita is undercapitalised, there
will remain material uncertainty that it can
continue as a going concern;
•
an
y equity raising to reduce debt, would likely
have to be heavily discounted to be successful
and be dilutive for any shareholder who did not
participate; and
• if Comvita continues to trade at a loss
the likelihood of receivership or voluntary
administration increases.
In reaching the valuation range, the Independent
Adviser has also considered:
•
the str
engths and weaknesses of Comvita;
•
the curr
ent industry and markets dynamics in
which Comvita operates; and
•
the risks associat
ed with Comvita forecasts
showing an improvement in performance.
In terms of the merits of the Scheme, in summary,
the Independent Adviser states:
•
the Scheme Consideration represents a
significant premium to the traded price per
Comvita Share prior to the announcement of
the Scheme;
•
the S
cheme Consideration is near the mid-
point of the Independent Adviser’s assessment
of the full underlying valuation range for
Comvita’s Shares;
• since the start of 2024, Comvita Shares have
traded from NZ$2.30 to NZ$0.48 per Share
– a reflection of company specific factors,
including a significant deterioration in financial
performance and capital structure pressures;
•
given Comvita’s current financial position and
uncertain outlook executing a capital raise may
also be challenging. If the Scheme is unsuccessful,
Comvita is forecasting to breach its banking
covenants in the 2026 period, which, unless
waived or renegotiated, could see Comvita’s
lenders require Comvita to repay the balance
of any outstanding loans. To do this, Comvita
would need to refinance or raise capital, causing
managements’ attention to be diverted away
from the day-to-day operation of the business,
compromising confidence in Comvita as an
investment proposition, and creating uncertainty
for customers, suppliers and employees;
•
if
a capital raising was successful, there
would still be uncertainty around the time
and extent to which Comvita’s turnaround in
financial performance could be delivered, with
risks including a continuation of unfavourable
industry dynamics, unfavourable honey
harvests, and operation executional risks; and
•
although there is potential for a Superior
Proposal, this is unlikely given the process
undertaken by Comvita (and its advisers)
to identify all options available to Comvita
ahead of signing the Scheme Implementation
Agreement, and that no Superior Proposal has
been made between the announcement of the
Scheme and the date of this Scheme Booklet.
The Independent Adviser also notes that if
the Scheme does not proceed, there may be a
reversal of some or all of the Comvita Share price
appreciation that Comvita experienced following
the announcement of the Scheme.
The Independent Adviser’s Report has been
attached as Annexure A to this Scheme Booklet.
Conditions
Implementation of the Scheme is subject to the
satisfaction or waiver of a number of Conditions
customary for a transaction of this nature,
including the approval of the High Court, approval
of the Shareholders, there being no Material
Adverse Change and debt remaining within the
prescribed thresholds. The outstanding Conditions
are described in further detail in section 3.9 of this
Scheme Booklet.
Comvita has no reason to believe that any of
the outstanding Conditions will not be satisfied,
including within the indicative timetable set out in
this Scheme Booklet.
8Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
Your action is required
Please read this Scheme Booklet, including the
Independent Adviser’s Report, carefully and in its
entirety, as it contains important information that
you should consider before you vote. It includes
details of the Scheme Meeting to approve the
Scheme, the recommendation of your Directors,
considerations in relation to your vote and the
Independent Adviser’s Report. You may also wish
to seek independent legal, financial, taxation or
other professional advice.
Your vote is very important, regardless of how
many Comvita Shares you own. To approve the
Scheme, it is necessary that both of the following
voting thresholds are met:
•
at least 75% o
f the votes cast by the
Shareholders in each interest class who are
entitled to vote and who actually vote, must
be in favour of the Scheme Resolution; and
•
mor
e than 50% of the total number of votes
attached to all of the Comvita Shares that are
able to be cast (whether or not actually cast),
must be in favour of the Scheme Resolution.
If either of these thresholds are not met, the
Scheme will not proceed. It is therefore very
important for you to exercise your right to vote on
this transaction.
If you are unable to attend the meeting in person,
please exercise your right to vote by attending
the meeting virtually and voting online, or by
submitting a postal vote, proxy appointment or
corporate representative to attend and vote on
your behalf (all of which can be done online at
nz.investorcentre.mpms.mufg.com/voting/CVT.
Alternatively, you can complete and return the
personalised Voting/Proxy Form accompanying
this Scheme Booklet.
On behalf of the Directors, I would like to reiterate
our support for this offer. Subject to your own
personal financial circumstances, we encourage
you to vote in favour of the Scheme. We look
forward to your participation at the Scheme
Meeting at 2.00pm on Friday, 14 November 2025.
Yours sincerely
Bridget Coates
Chair
9Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
Read this Scheme Booklet
Please read this Scheme Booklet, including the
Independent Adviser’s Report, carefully and in its
entirety. It will assist you in making an informed
decision on how to vote on the Scheme Resolution.
If you have any questions in relation to this
document or the Scheme, you should call the
Shareholder Information Line on 0800 990 057
(from within New Zealand) or +64 9 375 5998
(if you are outside of New Zealand). This is open
between 8.30am and 5.00pm, Monday to Friday.
Seek advice if you have any questions
If you are in any doubt as to what you should
do, please seek advice from your broker or your
financial, taxation or legal adviser.
Vote on the Scheme
The Directors unanimously recommend that
Shareholders vote in favour of the Scheme.
It is very important that you vote. Voting is how
you have your say in determining the future
of your investment in Comvita. The Scheme
Meeting will be held at 2.00pm on Friday, 14
November 2025 at the offices of MUFG Pension &
Market Services (MPMS), Level 30, PwC Tower,
15 Customs Street West, Auckland, New Zealand
and via MPMS’ virtual meeting platform at
www.virtualmeeting.co.nz/cvtsm25.
Any Shareholder who holds shares on the Voting
Eligibility Date (expected to be 5.00pm on
Wednesday, 12 November 2025), is entitled to vote
on the Scheme Resolution. Shareholders can vote
at the Scheme Meeting in person or by attending
virtually, by submitting a postal vote, by proxy,
or by corporate representative. If you cannot
attend the Scheme Meeting in person, you may
submit a postal vote, vote online or appoint a
proxy. See paragraphs 10 to 17 of the Procedural
Notes for information on how to vote and how
to appoint a proxy.
For the Scheme to proceed, the voting thresholds
set out in section 3.13 of this Scheme Booklet must
be met.
Comvita has one class of shares, all of which
are fully paid up ordinary shares with identical
voting rights (for further details, please refer
to section 6.18 of this Scheme Booklet). As at
the date of the Scheme Booklet, there are two
interest classes (comprising the Florenz
Associates in one interest class, and all other
Shareholders in the second interest class). More
information on the interest classes is set out in
section 3.13 of the Scheme Booklet.
Shareholders are invited to attend the Scheme
Meeting and to ask questions of the Comvita
Board. In this regard, Shareholders may submit
their questions for the Chair in writing in the
manner set out paragraphs 21 and 22 of the
Procedural Notes below.
Check and update your details
If the Scheme becomes effective, and you hold
Comvita Shares on the Scheme Record Date then,
whether or not you voted on the Scheme Resolution
(or voted for or against the Scheme Resolution),
you will be paid the Scheme Consideration in
cash for each of the Comvita Shares you hold.
See section 3.15 for details of how the Scheme
Consideration will be paid. You may need to take
the actions contemplated by that section to ensure
payment of the Scheme Consideration to your
desired bank account.
WHAT DO SHAREHOLDERS NEED TO DO?
10Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
INDICATIVE TIMELINE
Indicative date and timeEvent
15 October 2025
Scheme Booklet Date
12 November 2025
(2.00pm)
Closing time and date for submission of Voting/Proxy Forms –
Voting/Proxy Forms must be submitted by this time. See paragraphs 11
to 17 of the Procedural Notes for more information
12 November 2025
(5.00pm)
Voting Eligibility Date – for determining eligibility to vote at the Scheme
Meeting
14 November 2025
(2.00pm)
Scheme Meeting – to be held in person at MUFG Pension & Market
Services (MPMS), Level 30, PwC Tower, 15 Customs Street West,
Auckland, New Zealand and via MPMS’ virtual meeting platform
at www.virtualmeeting.co.nz/cvtsm25
If the scheme is approved by the shareholders
21 November 2025
(5.00pm)
Last date on which Shareholders may file notices for the Final
Court Hearing – to be filed at the High Court and served on Comvita
1 December 2025
(10.00am)
Final Court Hearing – to approve the Scheme
3 December 2025
(at close of trading)
Last day of trading in Comvita Shares (being the Trading Halt Date) –
Comvita Shares will be suspended from trading on the NZX Main Board
from close of trading on this date
8 December 2025
(5.00pm)
Scheme Record Date – for determining entitlements to the
Scheme Consideration
10 December 2025
Scheme Implementation Date – payment of the Scheme Consideration
to Scheme Shareholders
10 December 2025
(at close of trading)
Delisting Date – the date on which Comvita will be delisted from
the NZX
24 December 2025
End Date – the last date by which the Scheme must be implemented (unless
extended in accordance with the Scheme Implementation Agreement)
Apart from the End Date, all dates in the table
above are indicative only and, among other things,
are subject to obtaining all necessary approvals
from the High Court and the Scheme remaining
on foot. If the Scheme has not been implemented
by the End Date it will not proceed, unless either
Comvita or Florenz considers that any outstanding
Condition is capable of satisfaction by 31 January
2026, in which case 31 January 2026 will become
the revised End Date. Comvita and Florenz will
also agree to an alternative End Date where a
Superior Proposal is received, and Florenz has
made a counter proposal that is no less favourable
than the Superior Proposal.
Details of the Conditions, and the relevant dates
for satisfaction and/or waiver (if applicable) of
each Condition, that may impact the indicative
dates set out in the above timetable, are set out
in section 3.9.
Any changes to the above timetable will be
announced via the NZX Market Announcements
Platform at https://announcements.nzx.com/ and
notified on Comvita’s website at https://comvita.
co.nz/pages/investor-centre.
11Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 1: Key introductory information
2. Notice of Meeting
Notice
Notice is given that a special meeting of the Shareholders of Comvita Limited (being the Scheme
Meeting) will be held:
Time
2.00pm (NZT)
Date
Friday, 14 November 2025
Where
In person: MUFG Pension & Market Services, Level 30, PwC Tower,
15 Customs Street West, Auckland, New Zealand
Virtual/online: via MUFG Pension & Market Services’ virtual meeting platform
at www.virtualmeeting.co.nz/cvtsm25
Instructions and further details on how to attend and participate in the Scheme Meeting are set out
in the Procedural Notes to this Notice of Meeting, and information on attending online, how to ask
questions and vote, is available in the virtual meeting guide at https://mail.cm.mpms.mufg.com/MUFG/
MUFG_VirtualMeetingGuide.pdf.
Agenda
Scheme Resolution
To consider, and if thought fit, to pass the following resolution:
“That the Scheme (the terms of which are described in the Scheme Booklet) be approved.”
The Scheme Resolution will be put as a single resolution for the purposes of confirming the approvals
of any relevant interest class and a simple majority of the votes of all Shareholders (see paragraphs 4
and 5 of the Procedural Notes below). The Scheme Booklet referred to in the Scheme Resolution is this
Scheme Booklet.
Voting will be by a poll, and MPMS will confirm whether or not each of the relevant voting thresholds have
been met in respect of the Scheme Resolution (see the Procedural Notes below).
By order of the Comvita Board.
Bridget Coates
Chair, 15 October 2025
12Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 2: Notice of Special Meeting
Scheme Booklet and Voting/Proxy Form
1. The Scheme Booklet (which includes this
Notice of Meeting) provides information in
relation to the Scheme Resolution and the
Scheme, how the Scheme will be implemented
and the reasons for proposing the Scheme. In
particular, paragraphs 9 to 22 below contain
details about the Scheme Meeting and how to
vote or appoint a proxy. A Voting/Proxy Form
accompanies this Scheme Booklet.
Scheme of arrangement
2. This Scheme is to be implemented by way of a
High Court approved scheme of arrangement
under Part 15 of the Companies Act pursuant
to the Scheme Plan included as Annexure B of
this Scheme Booklet.
3.
Comvita has obtained the Initial Court
Orders which are available to view at
https://comvita.co.nz/pages/investor-centre.
The next significant step in the Scheme process
is seeking the approval of the Shareholders
by voting on the Scheme Resolution.
Voting on the Scheme Resolution
4. Under the Companies Act, for the Scheme to
be approved by the Shareholders, the following
two voting thresholds must be met:
(a)
at least 75% o
f the votes cast by the
Shareholders in each interest class who
are entitled to vote and who actually vote,
must be in favour of the Scheme Resolution;
and
(b)
more than 50% of the total number of
votes attached to all of the Comvita
Shares that are able to be cast (whether
or not actually cast), must be in favour
of the Scheme Resolution.
5.
As at
the date of this Scheme Booklet,
Comvita has one class of shares, all of which
are fully paid up ordinary shares with identical
voting rights (for further details, please refer to
section 6.18 of this Scheme Booklet). However,
Mark Francis Sadd, Kylie Jane Boyd, Ainsley
Gael Walter and Maroon Investments Limited,
(each, a Florenz Associate) who each holds
or controls Comvita Shares, are required to
vote in a separate interest class to all other
Shareholders
2
. This is because the Florenz
Associates are acting jointly or in concert with
Florenz
3
. See section 3.13 of the Scheme Booklet
for more information about the constitution
of an interest class. Further, as at the date
of the Scheme Booklet, it is not expected that
any Shareholders will be restricted from voting
on the Scheme Resolution pursuant to the
Listing Rules.
6.
Whether or not you are in favour of the Scheme,
it is very important that you cast your vote. The
outcome of the Scheme Meeting will determine
the outcome for all Shareholders, regardless of
whether or not they vote.
7. T
he persons who will be entitled to vote at the
Scheme Meeting are those persons (or their
proxies or representatives) whose name is
recorded in the Register as the holder of one
or more Comvita Shares at the Voting
Eligibility Date.
8.
Li
Wang and China Resources Enterprise,
Limited (Comvita’s two largest shareholders)
have entered into voting commitment
agreements with Florenz pursuant to which
they each agreed to vote in favour of the
Scheme at the Scheme Meeting, subject to
certain conditions and termination rights.
The Directors have confirmed to Florenz that
they intend to vote any Comvita Shares he or
she holds or controls in favour of the Scheme,
subject to there being no Superior Proposal.
The percentage of Comvita Shares held by
these groups are as follows:
(a)
Li Wang: approx. 12.13%;
(b)
China R
esources Enterprise, Limited:
approx. 6.25%; and
(c)
Directors: approx. 0.17%
4
.
PROCEDURAL NOTES
2 Please see section 5.5 for specific Florenz Associate holdings. Each Florenz Associate has committed to voting in favour of the
Scheme by way of a deed poll enforceable by the Takeovers Panel – for further detail see section 5.7.
3
Mark
Francis Sadd is the Chief Commercial Officer of Florenz; Kylie Jane Boyd is Mark Francis Sadd’s wife; Ainsley Gael Walter
is Mark James Stewart’s partner, Mark James Stewart being the sole director of Florenz and a trustee of the Ellen Trust and
Masthead Trust which together have certain control rights in respect of Masthead Limited (the ultimate parent company of
Florenz) as described in section 5.2(f); and Maroon Investments Limited is an entity ultimately owned by the trustees of the
Webb Family Trust of which Warwick Webb is a trustee, Warwick Webb being a financial adviser to Masthead Limited (the
ultimate parent company of Florenz).
4
Please see section 6.5 for specific Director holdings. No Director who represents, or who is associated with, Li Wang or China
Resources Enterprise, Limited is deemed to control, or is treated as controlling, the Comvita Shares held or controlled, respectively,
by Li Wang or China Resources Enterprise, Limited.
13Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 2: Notice of Special Meeting
Eligibility to vote on the Scheme Resolution
9. Registered Shareholders at 5.00pm on
Wednesday, 12 November 2025 (being the
Voting Eligibility Date) will be the only persons
entitled to vote at the Scheme Meeting and
only the Comvita Shares registered in those
Shareholders’ names at that time will carry a
right to vote at the Scheme Meeting. This does
not limit the ability of eligible Shareholders to
appoint a proxy (or, if they are a company, a
corporate representative).
How to vote
10. Shareholders who are eligible to vote can vote:
(a)
in per
son – by attending the Scheme
Meeting and bringing your personalised
admission card (Voting/Proxy Form which
accompanies this Scheme Booklet);
(b)
postal vote – by submitting a postal vote
(which can be done online);
(c) at
tending meeting online – at
www.virtualmeeting.co.nz/cvtsm25.
In
formation on attending online,
how to ask questions and vote, is
available in the virtual meeting guide at
mail.cm.mpms.mufg.com/MUFG/MUFG_
VirtualMeetingGuide.pdf;
(d)
b
y proxy – by completing, signing and
lodging the Proxy Form in accordance with
the instructions on that form (which can be
done online); or
(e) b
y corporate representative – a company
(or limited partnership or incorporated
society) which is a Shareholder may appoint
a person to attend the Scheme Meeting on
its behalf in the same manner as that in
which it could appoint a proxy.
How to Appoint a Proxy
11. You may appoint a proxy to attend, and vote
at, the Scheme Meeting on your behalf. If you
wish to appoint a proxy, you must ensure that
MPMS receives your completed Voting/Proxy
Form by no later than 2.00pm on Wednesday,
12 November 2025. You can submit your
completed Voting/Proxy Forms:
(a) online: at MPMS’s Investor Centre by
following the instructions on the website
nz.investorcentre.mpms.mufg.com/voting/
CVT. You will be required to enter your Holder
Number (CSN/HRN) and Authorisation
Code (FIN) for security purposes
(b) by email:
meetings.nz@cm.mpms.mufg.com
(please use “Comvita Scheme Proxy Form”
as the subject for easy identification)
(c)
by mail:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
New Zealand
(d)
in person:
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
12.
If
you appoint a proxy, you can either direct your
proxy how to vote or let them decide on your
behalf by ticking the box marked “discretion”. If
you do not tick a box for the Scheme Resolution,
then your proxy will be treated as having
discretion on how to vote.
13.
A
proxy need not be a Shareholder. You
may, if you wish, appoint the Chair or any
other Director as your proxy. The Chair and
all other Directors intend to vote undirected
proxies in favour of the Scheme Resolution
unless the Directors have changed their
recommendation prior to the Scheme Meeting,
in which case the Chair and all other Directors
of Comvita will vote all undirected proxies
against the Scheme Resolution.
14.
If, in appointing a proxy, you have not named a
person to be your proxy, or your named proxy
does not attend the Scheme Meeting, the
Chair of the meeting will be your proxy and will
vote in accordance with your express direction.
If you have not included an express direction,
the Chair will exercise your vote in favour of
the Scheme unless the Directors have changed
their recommendation prior to the Scheme
Meeting, in which case the Chair of the Scheme
Meeting will vote undirected proxies against
the Scheme.
15.
MPMS has been authorised by the Comvita
Board to receive and count postal votes at
the Scheme Meeting.
16.
Onc
e appointed, a proxy can be revoked or
your voting directions to your proxy can be
changed by lodging a new proxy online as
set out in the Procedural Notes above, or by
giving written notice to the address details
set out in above provided that such notice
is received before 2.00pm on Wednesday,
12 November 2025. If you attend the Scheme
Meeting in person or online you may, but are
not required to, revoke your proxy.
14Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 2: Notice of Special Meeting
17. Comvita may in its discretion accept proxy
appointments received after 2.00pm on
Wednesday, 12 November 2025 if it considers
it to be in the best interests of Comvita and
Shareholders as a whole.
Attending the Scheme Meeting Online
18. Shareholders who choose to attend the Scheme
Meeting virtually online (via MPMS’s virtual
meeting platform at www.virtualmeeting.
co.nz/cvtsm25) will be able to watch the
meeting, vote and ask questions using their
smartphone, tablet or desktop device.
19. Shareholders will require a valid email address
to access the meeting and will need their
Shareholder number to ask questions and vote.
20. For more information, please refer to the
virtual meeting guide available here:
mail.cm.mpms.mufg.com/MUFG/MUFG_
VirtualMeetingGuide.pdf
If you have a question for the Chair of
the Scheme Meeting
21. Shareholders who are eligible to vote can
ask questions of the Chair / CEO prior to the
Scheme Meeting in writing as set out below.
Comvita has discretion as to which, and how,
questions will be answered during the Chair’s
address at the Scheme Meeting.
(a)
online:
nz.in
vestorcentre.mpms.mufg.com/voting/
CVT – you will be required to enter your Holder
Number (CSN/HRN) and Authorisation Code
(FIN) for security purposes;
(b)
by Voting/Proxy Form:
Complete the shareholder question
section on the Voting/Proxy Form and
return it to MPMS
(c) by email:
meetings.nz@cm.mpms.mufg.com –
(please use “Comvita Scheme Question”
as the subject for easy identification)
(d)
b
y mail:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
New Zealand
22.
T
here will also be an opportunity for
Shareholders to raise questions during
the Scheme Meeting in person or through the
online platform at www.virtualmeeting.co.nz/
cvtsm25.
If you are not in favour of the Scheme
23. If you are not in favour of the Scheme, you
can vote against it at the Scheme Meeting (in
person, by postal vote, online vote, by proxy or
by corporate representative). As a Shareholder,
you also have the right to appear and be heard
at the Final Court Hearing. You will need to file
a notice with the Court. Further details are set
out in section 3.17.
24.
If
you do not want to participate in the
Scheme, you are free to sell your Comvita
Shares at any time before trading in Comvita
Shares is suspended in anticipation of the
implementation of the Scheme (expected to be
the date which is three Business Days before
the Scheme Record Date).
Defined terms
Capitalised terms used in this Notice of Meeting
have the meanings given to them in the Glossary in
section 7 of the Scheme Booklet.
15Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 2: Notice of Special Meeting
3. Information about
the Scheme
3.1 Summary of the Scheme
Florenz has agreed to acquire all of the
Comvita Shares pursuant to a High Court-
approved scheme of arrangement under
Part 15 of the Companies Act. Further
information regarding the legal requirements
and steps for implementation of the Scheme
are set out in section 3.13.
Florenz is a holding entity for several New
Zealand-based natural health and wellness
companies, focusing on exporting premium
products to global markets. Further
information about Florenz is provided in
sections 4 (Information About Florenz)
and 5 (Statutory information equivalent to
Schedule 1 of the Takeovers Code) of this
Scheme Booklet.
Comvita and Florenz entered into the Scheme
Implementation Agreement on Sunday,
17 August 2025. A copy of the Scheme
Implementation Agreement is available at
https://comvita.co.nz/pages/investor-centre.
Under the Scheme Implementation
Agreement, Comvita agreed to propose
a Scheme of Arrangement, under which
all Comvita Shares will be transferred to
Florenz, in return for Florenz paying the
Scheme Consideration in cash for each
Comvita Share to Scheme Shareholders.
For the Scheme to be implemented, it needs
to be approved by the required majorities
of Shareholders and satisfaction or waiver
(to the extent capable of waiver) of all
Conditions, which include the approval of
the High Court. For more information on the
Conditions to the Scheme, see section 3.9 of
this Scheme Booklet.
Florenz confirms that sufficient resources
will be available to it to meet the aggregate
amount of the Scheme Consideration
payable to Scheme Shareholders (as
those terms are defined in the Scheme
Implementation Agreement).
3.2 Background and how the Scheme
came about
Recent years have been challenging for
Comvita, with it facing sustained pressure
from structural changes in the Mānuka honey
sector, softer market conditions and the
demands of a complex business turnaround.
These factors have impacted financial
performance and placed financial strain
on Comvita, requiring active discussions
with its lending syndicate regarding the
continuation of covenant waivers. Although
Comvita has been working hard on its
turn-around strategy, the Board had
determined that additional action is
required to ensure Comvita’s long-term debt
position is sustainable.
Mindful of the financial strain on the Business,
the reliance on covenant waivers and the
debt repayment horizon, the Board has been
working with its investment banking and legal
advisers to explore all options available to the
company to reset its balance sheet.
In exploring those options, Comvita was in
active negotiations with a capital provider
as to the terms on which it could provide
mezzanine capital, and Comvita considered
the terms and prerequisites required for any
shareholder capital raise. In assessing these
options, Comvita and its advisers considered
amongst other things:
(a)
the c
ost of capital;
(b)
the value impact on Shareholders;
(c)
po
tential dilution impact for shareholders
who may be unable to participate in any
capital raise;
(d)
the e
xecution risk associated with a capital
raise transaction;
(e)
the
fairness to all Shareholders;
(f)
the appr
opriateness and implications
of the resultant capital structure; and
(g)
the risks and c
ertainty of achieving the
turnaround business plan.
16Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
While exploring these options, Comvita
received a non-binding indicative offer from
a credible offshore party.
Having previously had informal engagement
with Florenz that indicated an interest in
Comvita, at that time Comvita engaged with
Florenz in addition to that offshore party.
Comvita provided due diligence access to
both Florenz and the credible offshore party
throughout May to August 2025.
During this time, Comvita continued to assess
both the options available to it for raising
capital and the prospects of continuing with
Comvita’s turn-around strategy as an NZX
listed company (both with, and without,
such capital).
Comvita also considered whether other
credible parties may have interest and
capacity in acquiring Comvita and delivering
a superior outcome to its shareholders.
Having regard to previous engagement by
the company and its advisers, none were
progressed
5
.
When evaluating all of these options
(including a potential acquisition of Comvita),
the Directors took a long-term outlook of
the varying risks and rewards.
After significant consideration, the Directors
reached the consensus that the Scheme
presented the most compelling value
proposition for Shareholders, by affording
Shareholders the opportunity to expedite
a capital return on their investment, whilst
mitigating the risks and uncertainties
typically associated with implementing
Comvita’s strategy over time. For further
details regarding the reasons to vote for or
against the Scheme, please refer to sections
3.5 and 3.6 below (and in particular sections
3.5(h) and 3.5(i) which provide details on
the uncertainty faced by Comvita in respect
of continued availability of bank facilities,
and its ability to raise capital to meet its
repayment obligations under these facilities,
where the Scheme does not proceed).
On 17 August 2025, negotiations between
Comvita and Florenz concluded with them
entering into the Scheme Implementation
Agreement, which set out the terms on
which Comvita and Florenz will promote and
implement the Scheme.
Comvita entered into the Scheme
Implementation Agreement on the basis that:
(a)
the Directors believe that the Scheme
represents fair value for Shareholders; and
(b)
the Dir
ectors believe that, on a risk-
adjusted basis, the Scheme is the best
available opportunity for Shareholders to
realise the value of their Comvita Shares
in cash now, without the investment
risks inherent in pursuit of a turn-around
strategy and/or continued trading
following a capital raising.
3.3 What you will receive under
the Scheme if it is approved
and implemented
If the Scheme is implemented, each Scheme
Shareholder will receive the Scheme
Consideration in cash for each Comvita
Share held by that Scheme Shareholder as
at the Scheme Record Date.
Comvita is not permitted to authorise,
declare, pay or make any distributions
(including any dividends to Shareholders)
following the date of the Scheme
Implementation Agreement. The Directors
took this factor into account when assessing
the value of Florenz’s offer and in making
their unanimous recommendation for you to
vote in favour of the Scheme in the absence
of a Superior Proposal.
Scheme Shareholders will have no further
rights to receive any distributions or
dividends from Comvita once the Scheme
is implemented, because all Comvita
Shares will be held by Florenz as Comvita’s
sole shareholder.
3.4 Directors’ recommendation
The Directors unanimously recommend that,
in the absence of a Superior Proposal, you
vote in favour of the Scheme Resolution,
at the Scheme Meeting to be held at 2.00pm
on Friday, 14 November 2025.
5 Prior to the process with Florenz and the credible offshore party, Comvita had received a non-binding indicative offer from
an alternative offshore party (as previously announced in early 2024). After a period of due diligence, this alternative offshore
party withdrew their offer. As part of considering this approach, Comvita also undertook a targeted outreach process, with
the assistance of its financial advisers, to identify other parties that might be interested in transactions that would deliver
value for Comvita’s shareholders. This process included engaging with a range of logical potential acquirers, including domestic
and offshore strategic participants and financial sponsors with relevant sector experience. While a small number of parties
expressed preliminary interest, including Florenz, none progressed beyond early-stage engagement at the time.
17Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
In reaching their recommendation to vote
in favour of the Scheme, the Directors
have considered the merits of the Scheme,
including the matters set out in sections
3.5 and 3.6, the Scheme Consideration, the
Independent Adviser’s valuation range for
Comvita Shares, and their own views on the
merits of the Scheme and the outlook for
Comvita’s business and growth prospects.
3.5 Reasons to vote in favour
of the Scheme
The key reasons the Directors recommend
you vote in favour of the Scheme are set
out below:
(a) The Scheme represents a material
premium to Comvita’s market price
prior to the proposal being made public
on a variety of measures
Shareholders are able to realise value
for their Comvita Shares at a material
premium to the market price prior to
the proposal. The Scheme Consideration
represents a:
•
67% premium to Comvita’s closing share
price on the NZX Main Board on Friday,
15 August 2025, being the last trading
day prior to the announcement of the
Scheme Implementation Agreement;
•
65% premium to Comvita’s five-
day volume weighted average price
(VWAP) ended 15 August 2025;
•
68% pr
emium to Comvita’s one-month
volume VWAP ended 15 August 2025;
•
56% premium to Comvita’s three-
month VWAP ended 15 August 2025;
• 49% premium to Comvita’s six-month
VWAP ended 15 August 2025; and
•
4
9% premium to Comvita’s twelve-
month VWAP ended 15 August 2025.
0
0.20
0.40
0.60
$0.80
12-month
VWAP
6-month
VWAP
3-Month
VWAP
1-month
VWAP
5-day
VWAP
Last
close
Offer price $0.80
$0.48
$0.49
$0.48
$0.51
$0.54$0.54
(b) The Scheme Consideration falls within the
Independent Adviser’s valuation range
With the approval of the Takeovers
Panel, Grant Samuel’s was appointed
as the Independent Adviser to prepare
an Independent Adviser’s Report on the
merits of the Scheme.
The Scheme Consideration is within the
Independent Adviser’s valuation range of
NZ$0.70 to NZ$0.92 per share, and near
the mid-point.
The valuation assumes that Comvita
continues as a going concern and achieves
the projected turnaround in its financial
performance and these assumptions are
by no means assured. Shareholders need
to be cognizant that:
•
as long as C
omvita is undercapitalised,
there will remain material uncertainty
that it can continue as a going concern;
•
an
y equity raising to reduce debt, would
likely have to be heavily discounted
to be successful and be dilutive for any
shareholder who did not participate; and
•
if
Comvita continues to trade at a
loss the likelihood of receivership or
voluntary administration increases.
In reaching the valuation range, the
Independent Adviser has also considered:
•
the strengths and weaknesses of
Comvita;
•
the
current industry and markets
dynamics in which Comvita operates;
and
•
the risks associat
ed with Comvita
forecasts showing an improvement
in performance.
In respect of the merits of the Scheme,
the Independent Adviser states:
•
the S
cheme Consideration represents
a significant premium to the traded
price per Comvita Share prior to the
announcement of the Scheme;
•
the S
cheme Consideration is near the
mid-point of the Independent Adviser’s
assessment of the full underlying
valuation range for Comvita’s Shares;
•
sinc
e the start of 2024, Comvita Shares
have traded from NZ$2.30 to NZ$0.48
per Share – a reflection of company
specific factors, including a significant
deterioration in financial performance
and capital structure pressures;
18Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
• if the Scheme is unsuccessful, Comvita
is forecasting to breach its banking
covenants in the first quarter of
2026 period, which, unless waived or
renegotiated, could see Comvita’s
lenders require Comvita to repay the
balance of any outstanding loans. To do
this, Comvita would need to refinance
or raise capital, causing managements’
attention to be diverted away from the
day-to-day operation of the business,
compromising confidence in Comvita
as an investment proposition, and
creating uncertainty for customers,
suppliers and employees;
•
if a capital raising was successful, there
would still be uncertainty around the
time and extent to which Comvita’s
turnaround in financial performance
could be delivered, with risks including
a continuation of unfavourable industry
dynamics, unfavourable honey harvests,
and operation executional risks; and
•
although
there is potential for a
Superior Proposal, this is unlikely given
the process undertaken by Comvita
(and its advisers) to identify all
options available to Comvita ahead of
signing the Scheme Implementation
Agreement, and that no Superior
Proposal has been made between the
announcement of the Scheme and the
date of this Scheme Booklet.
The Independent Adviser Report is attached
to this Scheme Booklet as Annexure A.
(c)
The Scheme provides an opportunity for
Shareholders to realise the value of their
Comvita Shares
The Scheme is an opportunity for
Shareholders to realise the value of their
Comvita Shares for 100% cash now.
Although the Directors consider the
outlook of Comvita to be positive and
are confident in Comvita’s growth plan,
the Directors acknowledge the risks
associated with implementing strategies
and carrying on business in addition to the
capital expenditure required. If the Scheme
is implemented, you will not be subject to
these risks, nor all other risks associated
with holding Comvita Shares, and you will
be provided with certainty of value.
If the Scheme does not proceed, there
is no guarantee that you will achieve
returns equivalent or better than the
Scheme Consideration (provided no
Superior Proposal has been received).
You will continue to be subject to the
risks associated with Comvita’s business
and operations, in addition to the general
risks relating to any investment in a
publicly listed company. The Scheme will
remove the uncertainty of future value
and liquidity for you by providing you with
the ability to sell 100% of your Comvita
Shares at a material premium to the
market price prior to the proposal.
Further, Shareholders will not be subject
to the risks associated with Comvita’s
continuing operations. Comvita specific
existing operational risks that may
adversely impact future financial
performance include:
•
Comvita may have slower customer
growth and retention and processing
volume growth may be more
challenging than is currently expected;
•
curr
ent initiatives (including the
Executive and market leadership
restructure, right-sizing the cost base
and reducing debt) may take longer to
materialise than is currently expected;
•
unc
ertainty regarding Comvita’s
upcoming bank facility which expires in
the first quarter of 2026, and whether
Comvita will be able to refinance the
facilities or negotiate an extension;
•
C
omvita may not be able to access
the capital required to recapitalise the
business and execute on its strategy
and future growth plans; and
•
f
uture growth plans may take longer
to materialise and/or require greater
capital investment or cost than is
currently anticipated.
External economic and general market
risks that may adversely impact future
financial performance include:
•
in
flationary pressures and the
uncertain economic outlook in China
may result in lower levels of demand
and greater price sensitivity, lower
growth in sales and/or cost increases
above what is currently expected;
•
incr
eased competitive pressure, which
may cause Comvita to lose customers
or be required to lower prices to remain
competitive; and
•
mark
et access due to global
geopolitical challenges.
19Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
(d) Accelerate capital return
The Scheme accelerates a capital return to
shareholders, mitigates the risks involved
in executing Comvita’s strategic plan over
time, and offers a clear, logical alternative
to the execution risk, capital constraints,
and prolonged timeframes associated
with a continued standalone strategy.
(e)
Industry headwinds
The Mānuka honey sector remains under
significant pressure, facing material
supply and demand headwinds.
Market growth, which was once
expected to be robust, has slowed
considerably with the category globally
growing at 1-3% annually. In China,
Comvita’s largest market, consumers
have become increasingly price-sensitive,
prioritising affordability over brand and
wellness positioning. This shift has been
compounded by:
•
in
tensifying competition from both
local and international players, many
of whom operate with lower cost
structures and less emphasis on brand
investment;
•
substitution b
y alternative honey
products, further eroding demand for
premium Mānuka offerings; and
•
global o
versupply, which has driven
down prices and created sustained
pricing pressure across the sector.
Industry dynamics have created a
fragmented and highly competitive
environment, where scale and efficiency
are critical. Industry consolidation is
necessary to restore pricing power,
improve supply chain efficiency, and enable
sustainable investment in brand and
innovation, which requires capital strength.
(f)
C
omvita’s challenged trading
Comvita’s strategy has been built on
expectations of strong market growth,
investing heavily to build Comvita’s
brand equity, premium product portfolio
(including expanding into adjacent health
products) and international market
presence. While strategically sound at the
time, this approach required significant
investment in distribution, supply security,
and scientific credibility, resulting in a high-
cost operating model. Anticipated returns
have not materialised due to a number
of investments not meeting objectives.
In parallel, expected market growth did
not materialise at the expected pace,
competition intensified and oversupply
created further headwinds, reducing
Comvita’s profitability. Key current
challenges include:
•
mismat
ch between strategy and
consumer reality: cost-conscious
consumers have not embraced
premium positioning in the sector to
the extent expected;
• high operating leverage: Comvita’s
elevated cost base has made it difficult
to compete on price, particularly in
markets like China and the US where
contracts are increasingly won on cost
rather than brand strength; and
•
financial pressure: recent performance
has led to elevated debt levels
and financial leverage requiring
covenant relief.
These factors have left Comvita
exposed to ongoing market volatility and
competitive pressures creating additional
financial leverage and operational
execution risk for shareholders.
(g)
Trading conditions in FY25
Trading conditions in FY25 remained
challenging and Comvita reported for the
year ended 30 June 2025 a significant
net profit after tax loss of NZ$104.8
million and a material reduction in
net assets to NZ$54.9 million (down
from NZ$156.7 million in FY24) due to
impairment, inventory provisions and
fair value write-downs.
(h)
C
ontinued availability of bank facilities
remains uncertain if the Scheme does
not proceed
Comvita has operated under temporary
covenant waivers for over a year which
are agreed to remain in place until
31 December 2025. If the Scheme does
not proceed, Comvita is forecast to be
in breach of its financial covenants
beyond 31 December 2025. Additionally,
Comvita has NZ$59 million of scheduled
repayment obligations in the first
quarter of 2026, with no present ability
to meet these repayment obligations,
which comprise of:
•
a NZ$24 million
working capital facility
expiring 31 January 2026; and
•
a NZ$35 mi
llion core debt facility expiring
24 March 2026.
20Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
Any recapitalisation solution is expected
to take time to execute (and there is no
certainty it would be successful) and is
expected to require engagement with
lenders to extend the maturity of the
facilities and obtain further covenant
waivers. If the Scheme is unsuccessful,
there are no assurances from Comvita’s
lenders that further waivers or extensions
will be obtained on acceptable terms.
Florenz has agreed a standstill on
enforcement action with Comvita’s
banking syndicate through until the
earlier of the Scheme becoming effective,
the Scheme Implementation Agreement
being terminated or a bank terminating
the standstill in accordance with its
terms following a period of consultation
with Florenz.
(i)
No c
ertainty of raising capital to meet
repayment obligations if the Scheme
does not proceed
Earlier this year, Comvita assessed
capital raising options. If the Scheme
does not proceed, there is no certainty
that sufficient capital will be available
to Comvita to meet its repayment
obligations within the required
timeframe. Comvita could pursue a
capital raise but there is no certainty it
would be successful, the pricing and terms
would likely need to reflect Comvita’s
circumstances (and as such it would
likely be heavily discounted and dilutive
to non-participating shareholders), and
further accommodation may be needed
from Comvita’s lenders to execute the
capital raise. Even if a capital raise were
successful, there would continue to be
uncertainty around the time, achievability
and extent to which a turnaround in
financial performance could be delivered
– this compares to the defined outcome
for shareholders offered by the Scheme.
Comvita does not consider that it
could raise sufficient capital within the
required timeframes through non-core
asset sales, or achieve a satisfactory
re-financing.
(j)
The S
cheme follows a comprehensive
competitive process and is considered
by the Directors to be the best available
option for Shareholders
The announcement of the Scheme follows
a comprehensive competitive process
undertaken over a substantial period,
during which the Directors considered
competing proposals alongside all other
available options (including to recapitalise
the business to execute on the turn-around
strategy as a publicly listed company on
the NZX) and in considering each option
and advice from its financial advisers. The
comprehensive process led the Directors
to conclude that in the best interest of all
shareholders, the Scheme presents the
most viable and preferred option available.
For further information, please refer to
section 3.2 of this Scheme Booklet.
(k)
No Superior Proposal has emerged since
the Scheme was announced
Since the announcement of the Scheme
Implementation Agreement on Monday,
18 August 2025, and up to the date of this
Scheme Booklet, no Superior Proposal has
emerged. The Directors retain the ability
to deal with a Superior Proposal if any
is received, as necessary to comply with
the Board’s fiduciary or statutory duties.
Before entering into the Scheme
Implementation Agreement, a
competitive process was undertaken,
with support of Comvita’s financial
advisers, which canvassed interest from
a wide spectrum of financial and trade
parties and didn’t result any competing
proposal that the Directors considered
to be superior to the Florenz Proposal.
In addition, the Directors note that
there is no certainty that a further
proposal will be made in respect of
Comvita Shares in the event the Scheme
is not implemented.
(l)
The
price of Comvita Shares may fall
below the Scheme Consideration in the
event the Scheme is not implemented,
and no Superior Proposal arises
Comvita Shares have traded below
the Scheme Consideration since late-
February 2025 when it announced its
FY25 half-year result. Although the
Directors cannot predict what the price
of the Comvita Shares will be in the
future, the Directors believe that if the
Scheme is not implemented, and in the
absence of a Superior Proposal, the
price at which your Comvita Shares will
likely fall / remain below the Scheme
Consideration being offered by Florenz.
21Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
The Comvita Shares closed at NZ$0.48
per Comvita Share on Friday, 15 August
2025, being the last trading day prior
to the announcement of the Scheme
Implementation Agreement. Since market
close on Friday, 15 August 2025, the
Comvita Share price has increased to
NZ$0.76 per share, representing a 58%
increase to 14 October 2025, being the
last day of trading before the date of
this Scheme Booklet.
More so, the Comvita Shares will
remain subject to market volatilities
in comparison to the value of the cash
payment you will receive from the
Scheme Consideration. As referred to in
paragraph (c), there are no guarantees
that you will achieve returns equivalent
or better than the Scheme Consideration
at any time in the future.
(m) Illiquidity of shares
Comvita Shares are relatively illiquid,
which can make it difficult for
Shareholders to realise value in the
ordinary course of trading. The Scheme
provides a liquidity event, enabling
Shareholders to monetise their
investment at a premium to recent
trading levels, which may not otherwise
be achievable in the foreseeable future.
(n)
No br
okerage costs will be charged on
the transfer of your Comvita Shares to
Florenz if the Scheme proceeds
This is in contrast to selling your Comvita
Shares on the NZX Main Board where
you may incur brokerage charges.
(o) Largest Shareholders have agreed to
vote in favour of the Scheme
Li Wang and China Resources Enterprise,
Limited (Comvita’s two largest
Shareholders) have entered into voting
commitment agreements with Florenz
pursuant to which they each agreed
to vote in favour of the Scheme at the
Scheme Meeting, subject to certain
conditions and termination rights.
3.6 Reasons you may decide not to vote
in favour of the Scheme
The Directors also acknowledge that there
are valid reasons why you may decide not to
vote in favour of the Scheme. These include
the following reasons:
(a)
Y
ou may wish to maintain an investment
in a publicly listed company with the
specific characteristics of Comvita in
terms of industry, operations, profile,
size and potential future dividend stream
If the Scheme is approved and
implemented, you will be paid the
Scheme Consideration for every Comvita
Share you own, you will cease to be a
Shareholder, Comvita Shares will cease
to be quoted on the NZX Main Board
and Comvita will be delisted by NZX.
As such, you will no longer be exposed to
the benefits and risks of Comvita’s future
financial performance or the future
prospects of its ongoing business which
you may consider to be attractive. For
example, you may consider that:
•
the market outlook is attractive and
that strong growth will return, which
may benefit Comvita;
• Comvita will be able to maintain
or strengthen its market position;
•
consumers will embrace Comvita’s
premium product positioning
supporting Comvita’s ability to sustain
margins; and
• there is potential for Comvita to
deliver an attractive dividend yield
in the future if a recapitalisation
and turnaround of the business can
be executed.
However, there is no guarantee as to
Comvita’s future performance, as with
all investments in listed securities.
(b)
You may consider that Comvita has
greater value over the longer term than
you will receive under the Scheme
If the Scheme is approved and
implemented, it is expected to complete
on Wednesday, 10 December 2025. This
timeframe may not be consistent with
your investment objectives and you may
consider that your Comvita Shares have
greater value over the longer term.
You may consider that within your
personal investment horizon, the
market oversupply to correct, economic
uncertainty in key markets to improve,
competitive forces impacting pricing to
dissipate, and the business is capable of
executing a turnaround of the business
through a combination of cost reduction
and revenue generation initiatives,
which see greater value returned to
Shareholders over time. Implicit in this
view is that Comvita has, or will be able
22Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
to secure, an appropriate and sustainable
capital structure to fund the business
going forward.
You may consider that Comvita has
strong long-term growth potential and
that the Scheme Consideration does not
fully reflect your views on long term value,
recognising that to provide Comvita the
opportunity to execute on its turnaround
strategy and deliver long-term value,
the business will likely need to be
recapitalised which could involve a
capital raise and/or alternative funding
arrangements (which could introduce
future dilution risk and other capital
structure risks). You may therefore
prefer to retain your listed Comvita
Shares on the basis that your view
of the risk-adjusted value outcome
is superior in the long-term relative
to the Scheme.
(c)
Y
ou may consider that the banks will
extend existing facilities beyond their
current maturities and/or an alternative
capital raise option will be superior to
the Scheme
You may consider the bank syndicate to
provide further accommodations and
extended existing maturities. Further
accommodations are highly likely to
require additional capital. Given Comvita’s
current financial position and uncertain
outlook, executing a capital raise may
also be challenging. There is no guarantee
that this capital is available, and if it
were available, it may come at a cost
and at terms inferior to the Scheme. An
equity capital raise would likely be heavily
discounted and dilutive for shareholders
who do not participate. While Comvita
considered a capital raise as part of its
strategic options, the Board ultimately
determined that it was not the preferred
course of action at this time given dilution
and execution risks. Any subordinated debt
would not improve the capital structure
and arguably leave shareholders at
greater financial risk due to higher interest
costs and potential consequences if the
debt is unable to be serviced.
(d)
Y
ou may consider that the Scheme is not
in your best interests
Despite the valuation range provided
by the Independent Adviser, you may
consider that the Scheme is not in the
best interests of Shareholders or not
in your individual interests, or you may
believe that the Independent Adviser’s
valuation range does not reflect the full
value of Comvita.
(e)
Y
ou may consider that there is a
possibility that a Superior Proposal
could emerge
The Directors have not received any
approaches since the announcement of
the Scheme Implementation Agreement
on Monday, 18 August 2025. The Board
retains the discretion to consider any other
transaction proposal that is reasonably
likely to become a Superior Proposal
if it is necessary to respond to such a
proposal in order for the Board to comply
with Directors’ fiduciary or statutory
duties (subject always to Florenz’s right
to match the Superior Proposal).
(f)
The
tax implications of the Scheme may
not suit your current financial position
If the Scheme is approved and
implemented, it could result in adverse
tax implications. We suggest that you
take your own tax advice to consider
any tax implications of the Scheme.
(g) You may consider that the Scheme is
subject to Conditions that you consider
unlikely to be satisfied
The Scheme is subject to a number
of Conditions, including Shareholder
approval, High Court approval and no
Material Adverse Change or Prescribed
Occurrence occurring before 8.00am on
the Scheme Implementation Date.
All of the Conditions are summarised in
section 3.9 of this Scheme Booklet. If these
Conditions are not satisfied or waived
(where capable of waiver) by the End
Date, the Scheme will not proceed (even if
it has been approved by the Shareholders)
and you will not receive the Scheme
Consideration as contemplated by the
Scheme, unless Comvita and Florenz
agree to extend this timeframe.
The Directors have no reason to believe
that the Conditions will not be satisfied
by the End Date.
3.7 Additional matters for you to consider
When considering whether to vote for or
against the Scheme, the Directors believe you
should also consider the following matters:
23Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
(a) Independent Advisers Report
The Independent Adviser Report is
attached to this Scheme Booklet as
Annexure A.
(b)
Y
ou may sell your Comvita Shares
on the NZX Main Board or at any time
prior to suspension of Comvita Shares
from trading
You should take into account that you may
be able to sell your Comvita Shares on
the NZX Main Board at any time before
trading in Comvita Shares is suspended
in anticipation of the implementation
of the Scheme (expected to be the date
which is three Business Days before the
Scheme Record Date) if you do not wish to
hold them and participate in the Scheme.
However, you should be aware that you
may not receive consideration equivalent to
the Scheme Consideration and may incur
brokerage charges on the sale. You should
seek your own independent professional
advice to determine if your individual
financial or taxation circumstances may
make it preferable for you to do so.
(c)
The S
cheme may be implemented even if
you do not vote at the Scheme Meeting
or you vote against the Scheme
Regardless of whether you vote for
or against the Scheme, abstain or do
not vote at all, the Scheme may still be
implemented if it is approved by the
Shareholders and the High Court, and the
other Conditions are satisfied or waived.
If this occurs, your Comvita Shares will
be transferred to Florenz and you will
receive the Scheme Consideration.
(d)
In
the event the Scheme is implemented,
Comvita will be delisted from the NZX
In the event the scheme is implemented,
from the close of trading on the Scheme
Implementation Date, Comvita will be
removed from the NZX Main Board.
(e) In some cir
cumstances, a break fee may
be payable
If the Scheme is not implemented, subject
to the reasons for the Scheme not being
implemented, Comvita may be required
to pay the Break Fee to Florenz or Florenz
may be required to pay the Reverse Break
Fee to Comvita. A break fee will not be
payable merely because the relevant
shareholding voting thresholds outlined
in section 3.13 are not met.
For further detail regarding the break fee
arrangements of the Scheme, please see
section 3.11.
(f)
C
omvita’s and Florenz’s liability is limited
Except for any liability for fraud or
an intentional breach of the Scheme
Implementation Agreement, Comvita’s
liability to Florenz under or in connection
with the Scheme Implementation
Agreement, howsoever arising and
including in respect of any breach of the
Scheme Implementation Agreement,
will be the amount of the Break Fee
(NZ$565,000 plus GST, if any).
Except for any liability for fraud or
an intentional breach of the Scheme
implementation Agreement or for failure
to pay the Scheme Consideration, Florenz’s
liability to Comvita under or in connection
with the Scheme Implementation
Agreement, howsoever arising and
including in respect of any breach of the
Scheme Implementation Agreement,
will be the amount of the Reverse Break
Fee (NZ$565,000 plus GST, if any).
3.8 What happens if the Scheme is not
approved?
If the Scheme is not approved by the
Shareholders or the High Court, or the other
Conditions are not satisfied or waived (to the
extent capable of waiver) by the End Date or
if the Scheme Implementation Agreement is
terminated:
(a)
you will not receive the Scheme
Consideration;
(b) your Comvita Shares will not be
transferred to Florenz (they will be
retained by you);
(c)
Comvita will continue to operate as a
stand-alone entity listed on the NZX
Main Board and will likely to continue to
pursue a longer-term solution to reduce
leverage as highlighted in section 3.5(h);
(d)
you will continue to be exposed to the
benefits and risks associated with
Comvita’s business and other general
benefits and risks relating to any
investment in a publicly listed company;
(e)
depending
on the reasons why the
Scheme does not proceed, Comvita
may be required to pay a Break Fee
to Florenz or Florenz may be required to
pay a Reverse Break Fee to Comvita; and
24Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
(f) in the absence of a Superior Proposal,
there is a risk that the price for Comvita
Shares on the NZX Main Board may fall
from its current trading levels, and trade
more in line with pre-announcement levels.
3.9 Conditions of the Scheme
Implementation of the Scheme is subject to
the satisfaction or waiver of the following
Conditions:
(a) the Independent Adviser concluding
that the Scheme Consideration is above
or within the Independent Adviser’s
valuation range for the Comvita Shares;
(b)
passing of the Scheme Resolution by the
Shareholders;
(c)
High Court approval of the Scheme
in accordance with section 236 of the
Companies Act;
(d)
no judgment, order, restraint or
prohibition being enforced or issued by
any Government Agency that prohibits,
prevents or materially restricts the
implementation of the Scheme;
(e)
no Prescribed Occurrence (being
matters listed in Schedule 1 of the
Scheme Implementation Agreement)
occurring before 8.00am on the Scheme
Implementation Date) – this requires
net bank debt to remain within agreed
thresholds; and
(f)
no Mat
erial Adverse Change (being
the matters listed under the definition
of “Material Adverse Change” of the
Scheme Implementation Agreement)
occurring before 8.00am on the Scheme
Implementation Date.
If these Conditions are not satisfied or
waived before the End Date, either party
can terminate the Scheme Implementation
Agreement.
3.10 Exclusivity arrangements
Comvita has granted Florenz the following
exclusivity rights that apply until the earlier of
the Scheme Implementation Date, the date
the Scheme Implementation Agreement is
terminated (if applicable) and the End Date
(Exclusivity Period):
(a)
No Shop:
Comvita must not, and must
procure that each of its Representatives
does not, solicit, invite, encourage,
initiate or otherwise seek to procure any
Competing Proposal or any other offer,
proposal, expression of interest, enquiry,
negotiation or discussion with any Third
Party in relation to a Competing Proposal
or assist, encourage, procure or induce any
person to do any things referred to above;
(b)
No Talk: Comvita must not, and must
procure that each of its Representatives
does not, enter into, permit, continue or
participate in, negotiations or discussions
in relation to a Competing Proposal or
assist, encourage, procure or induce any
person to do any things referred to above;
(c)
No Due Diligence: Comvita must not,
and must procure that each of its
Representatives does not, make available
to a Third Party, or cause or permit a
Third Party to receive, any non-public
information relating to Comvita that
may reasonably be expected to assist
a Third Party to formulate, develop or
finalise a Competing Proposal or assist,
encourage, procure or induce any person
to do any things referred to above;
(d)
Competing Proposal: if Comvita receives
a Competing Proposal, or any offer or
request to do anything referred to in
the no talk or no due diligence provisions
or exceptions to those provisions
(as described below), Comvita must
promptly notify Florenz; and
(e)
Matching Righ
t if Superior Proposal:
if the Comvita Board determines that
any Competing Proposal is a Superior
Proposal, it must give Florenz five
Business Days to provide a proposal that
is equivalent or superior to the terms of
the Superior Proposal. If Florenz does
not provide an equivalent or superior
proposal, then Comvita is free to engage
on the Superior Proposal and either
party may terminate the agreement, the
Exclusivity Period ends, and Comvita is
required to pay a Break Fee.
There are exceptions to the no talk and no
due diligence restrictions where the Directors
determine that a Competing Proposal is, or
is reasonably likely to constitute, a Superior
Proposal and that failing to respond to
such Competing Proposal would be likely
to constitute a breach of their fiduciary or
statutory duties.
3.11 Break fees arrangements
The Break Fee is payable by Comvita to
Florenz where:
(a) at any time before the Scheme
Implementation Agreement is
terminated a Competing Proposal is
25Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
announced and such Competing Proposal
is completed within 12 months of the
Scheme Implementation Agreement
being terminated;
(b) the Scheme is not implemented and at any
time before the Scheme Implementation
Agreement is terminated any Director:
fails to make the Recommendation;
fails to give the Voting Commitment;
changes, qualifies or withdraws their
Recommendation or Voting Commitment;
or makes any public statement materially
inconsistent with the Recommendation
or Voting Commitment, in each case
except in response to a Superior Proposal
(where Florenz has not exercised their
matching rights);
(c)
F
lorenz terminates the Scheme
Implementation Agreement for an
adverse and material breach of a
Target Warranty, Target Undertaking
or any other provision of the Scheme
Implementation Agreement by Comvita;
(d)
F
lorenz terminates the Scheme
Implementation Agreement where
Comvita has breached: (i) its obligations
to ensure compliance by Directors of
their Recommendation and Voting
Commitment obligations as set out
in clauses 8.2 and 8.3 of the Scheme
Implementation Agreement; and (ii) the
exclusivity obligations in clause 12 of the
Scheme Implementation Agreement;
(e)
F
lorenz terminates the Scheme
Implementation Agreement because a
Prescribed Occurrence has occurred; and
(f)
Comvita or Florenz terminates the
Scheme Implementation Agreement in
circumstances where Comvita progresses
with an unmatched Superior Proposal.
The Reverse Break Fee is payable by Florenz
to Comvita where Comvita terminates the
Scheme Implementation Agreement for an
adverse and material breach of a Bidder
Warranty, Bidder Undertaking or any other
provision of the Scheme Implementation
Agreement by Florenz.
3.12 Tax implications
The tax implications of the Scheme will
depend on the specific circumstances of
each Shareholder.
For most New Zealand and Australian
resident Shareholders that are not in the
business of dealing in shares (or otherwise
hold their shares on “revenue account”) it is
expected that the Scheme Consideration
should not be taxable income.
For Australian resident Shareholders, capital
gains tax may be payable depending on their
own circumstances.
Each Shareholder should seek their own
professional tax advice in relation to their
personal tax position.
3.13 Key steps in the Scheme
The Scheme is to be implemented by a High
Court approved scheme of arrangement
under Part 15 of the Companies Act. The
key steps in the process to implement the
Scheme are summarised briefly below.
Initial Court Orders
Initial Court Orders were granted by the
High Court on 13 October 2025. These
Initial Court Orders directed Comvita to
convene the Scheme Meeting (a copy of
the Initial Court Orders are available on the
NZX Market Announcements Platform at
https://announcements.nzx.com/ and on
Comvita’s website www.comvita.co.nz/
pages/investor-centre).
The Scheme will only be implemented if:
(a)
Shar
eholders approve the Scheme
Resolution by the requisite majorities at
the Scheme Meeting – see below in this
section 3.13;
(b)
the High C
ourt approves the Scheme
and grants the Final Court Orders – see
below in this section 3.13;
(c)
the o
ther Conditions are satisfied or
waived (to the extent capable of waiver)
– see section 3.9 above; and
(d)
the
Scheme Implementation Agreement
is not terminated in accordance with its
terms.
Shareholder approval requirements
For the Scheme to be approved by the
Shareholders, the following two voting
thresholds must be met:
(a) at least 75% of the votes cast by the
Shareholders in each interest class who
are entitled to vote and who actually
vote, must be in favour of the Scheme
Resolution; and
(b)
mor
e than 50% of the total number of
votes attached to all of the Comvita
Shares that are able to be cast (whether
or not actually cast), must be in favour
of the Scheme Resolution.
26Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
If the Scheme Resolution is approved by both
of these required majorities of Shareholders
at the Scheme Meeting, then Comvita will
apply to the High Court for orders approving
the Scheme (being the Final Court Orders).
For the avoidance of doubt, the 50%
threshold referred to above relates to
the total number of Comvita Shares (all of
which are entitled to vote), not the total
number of Shareholders (as is the case in
certain other jurisdictions).
What is an interest class?
Shareholders whose rights are so dissimilar
that they cannot sensibly consult together
about a common interest will form a
separate interest class for the purposes of
voting on the Scheme Resolution.
Comvita only has one class of shares, all of
which are fully paid up, ordinary shares, with
identical voting rights (for further details,
please refer to section 6.18 of this Scheme
Booklet). However, the Florenz Associates,
who each holds or controls Comvita
Shares, are required to vote in an interest
class separate to all other Shareholders.
This is because the Florenz Associates are
considered persons acting jointly or in concert
with Florenz. Each Florenz Associate has
entered into an Individual Voting Deed Poll,
under which each Florenz Associate agrees
to vote in favour of the Scheme Resolution.
See section 5.7 for further details regarding
the Individual Voting Deed Polls.
Voting intentions of Directors
In the absence of a Superior Proposal arising,
each of the Directors recommends that
Shareholders vote in favour of the Scheme
and each Director intends to vote all of the
Comvita Shares that he or she holds or
controls in favour of the Scheme.
Shareholder voting commitments
As at the date of this Scheme Booklet, each
of the following Shareholders has committed
to vote all Comvita Shares held by them in
favour of the Scheme, in accordance with the
Voting Commitment Agreements described
in section 5.7:
(a)
Li
Wang, who holds 8,552,736 Comvita
Shares, representing approximately
12.13% of all Comvita Shares, as at the
date of this Scheme Booklet; and
(b)
China Resources Enterprise, Limited,
which holds 4,408,736 Comvita Shares,
representing approximately 6.25% of all
Comvita Shares, as at the date of this
Scheme Booklet.
These Shareholders are bound to vote in
favour of the Scheme Resolution unless
a majority of the Independent Directors
recommended Shareholders vote against
the Scheme or the Voting Commitment
Agreements are otherwise terminated.
For details of the circumstances in which
the Voting Commitment Agreements may
be terminated, refer to section 5.7 of this
Scheme Booklet.
Takeover panel’s no objection statement
In accordance with the Companies Act,
Comvita may request a statement from
the Takeovers Panel indicating that the
Takeovers Panel has no objection to the
High Court making the Final Court Orders
to approve the Scheme. This is commonly
referred to as a “no objection statement”.
If the Scheme Resolution is passed at the
Scheme Meeting, Comvita will promptly
thereafter apply to the Takeovers Panel for
a no objection statement which, if given, will
be filed with the High Court as part of the
final papers for the Final Court Hearing.
In the meantime, Comvita requested from,
and has been granted by, the Takeovers
Panel a preliminary statement (called a
“letter of intention”), which was provided to
the High Court in support of the application
by Comvita for the Initial Court Orders. The
Takeovers Panel has indicated in its “letter of
intention” that, on the basis of the documents
and information provided to it, it intends to
issue a final “no objection statement” on or
before the Final Orders Date.
Final Court Orders
Provided that the Scheme Resolution is
passed by the requisite majorities at the
Scheme Meeting and the other steps
required to implement the Scheme are
realised, Comvita will seek the Final Court
Orders from the High Court.
The Final Court Orders, if granted by the
High Court, will make the Scheme binding
on Florenz, Comvita and all Shareholders
(regardless of how or if individual Shareholders
vote on the Scheme Resolution), subject to
the satisfaction or (if capable of waiver)
waiver of any of the Conditions which
continue to apply until immediately prior
to the Implementation of the Scheme. The
originating application to the High Court
in respect of the Final Court Orders will be
available from Comvita on request.
27Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
On the Final Orders Date, the High Court
will consider the following when determining
whether to make orders approving the
Scheme:
(a)
whe
ther there has been compliance with
the relevant procedural rules, the relevant
legislation and the Initial Court Orders
made by the High Court on Monday, 13
October 2025 (including in relation to the
Scheme Meeting);
(b)
whe
ther the Scheme has been fairly put
to Shareholders, including whether this
Scheme Booklet puts the information
reasonably necessary to enable each
interest class of Shareholders to judge
and vote on the Scheme;
(c)
whether Shareholders in each class are
fairly represented by those Shareholders
who vote on the Scheme; and
(d)
whether the Scheme is such that it might
reasonably be approved by an intelligent
and honest business person acting in
that person’s own interest.
Each Shareholder has the right to appear
at the Final Court Hearing, provided the
Shareholder has taken the steps set out in
section 3.17.
Scheme Record Date
Assuming all Conditions have been satisfied or
waived (if capable of waiver) and the Scheme
Implementation Agreement or the Deed Poll
has not been terminated, on the Scheme
Implementation Date, those Shareholders on
the Register on the Scheme Record Date will be
entitled to receive the Scheme Consideration.
Dealings on or prior to the Scheme
Record Date
Comvita must register registrable
transmission applications or registrable
transfers of Comvita Shares received prior
to 5.00pm on the Trading Halt Date before
the Scheme Record Date.
For the purposes of determining entitlements
under the Scheme, Comvita will not accept
for registration or recognise any transmission
or transfer applications in respect of Comvita
Shares received after close of trading on
the Trading Halt Date. Comvita intends
to apply to NZX for Comvita Shares to
be suspended from official quotation on
the NZX Main Board from close of trading
on the Trading Halt Date. This is expected
to be Wednesday, 3 December 2025.
Dealings after the Scheme Record Date
You must not dispose of, or purport or agree
to dispose of, any Comvita Shares or any
interest in them after 5.00pm on the Trading
Halt Date, except under the Scheme Plan.
For the purpose of determining entitlements
to the Scheme Consideration, Comvita
must maintain the Register in its form as
at the Scheme Record Date until the
Scheme Consideration has been paid to the
Scheme Shareholders. The Register in this
form will solely determine entitlements
under the Scheme.
After 5.00pm on the Scheme Record Date,
any Shareholder entry on the Register (other
than entries specified in the Scheme Plan)
will cease to have effect, except as proof of
entitlement to the Scheme Consideration for
the Comvita Shares relating to that entry.
Implementation Date
The Scheme Implementation Date is the day
on which Scheme Shareholders will be paid
for their Comvita Shares.
Before 5.00pm on the Business Day
preceding the Scheme Implementation
Date, Florenz is required to deposit the total
Scheme Consideration owed to Scheme
Shareholders into a trust account managed
by MPMS. The specific terms governing
MPMS’s receipt and disbursement of the
aggregate Scheme Consideration are set
as set out in the Scheme Plan. A copy of the
Scheme Plan is attached as Annexure B.
Upon the Scheme’s implementation on the
Scheme Implementation Date, Comvita
Shares will be transferred to Florenz.
Subsequently, MPMS, acting on behalf of
Florenz, will pay the Scheme Consideration to
Scheme Shareholders from the trust account.
For further information regarding the
payment process, please refer to section
3.15 of this Scheme Booklet.
Deed Poll
Florenz entered into the Deed Poll on 29
September 2025, pursuant to which, Florenz
has undertaken in favour of each Scheme
Shareholder to provide each Scheme
Shareholder with the Scheme Consideration
to which they are entitled under the Scheme,
subject to the Scheme becoming effective.
For further information regarding the
maximum aggregate liability of Florenz
to Comvita and the Shareholders for
28Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
breaches of the Deed Poll and the Scheme
Implementation Agreement, please refer to
section 3.7 of this Scheme Booklet
A copy of the Deed Poll is attached to this
Scheme Booklet as Annexure C.
3.14 Scheme shareholder warranties
The Scheme provides that each Scheme
Shareholder is taken to have warranted
to Florenz on the Scheme Implementation
Date that all their Comvita Shares which are
transferred under the Scheme will, at the
time of transfer, be fully paid and free from
encumbrances or interests of third parties
and that they have full power and capacity
to transfer their Comvita Shares to Florenz.
Full details of the warranties to be provided
are set out in the Scheme Plan attached as
Annexure B.
3.15 Payment of Scheme consideration
The Scheme Consideration will be paid in
New Zealand dollars.
Payment will be made to you by direct credit
if MPMS has your bank account details
recorded for you. If MPMS does not have
bank account details sufficiently recorded
for you, payment will be retained in a trust
account for 24 months after the Scheme
Implementation Date. If you have not
previously provided bank account details, or
want to change your bank account details,
please contact MPMS directly by 5pm on the
Scheme Record Date.
Payment of the Scheme Consideration will
be made on the Scheme Implementation
Date. The Scheme Implementation Date
will be the date two Business Days after the
Scheme Record Date (or any other mutually
agreed-upon date before the End Date),
currently expected to be Wednesday, 10
December 2025.
If MPMS retains your Scheme Consideration,
you may, before the expiry of that 24 month
period, claim your Consideration by written
request to MPMS. In connection with this
request, you must provide the bank account
or payment information, or take the steps,
contemplated by this section 3.15.
If you have not claimed your Scheme
Consideration in accordance with the
above paragraph by the expiry of the 24
month period, MPMS will pay your Scheme
Consideration (and all other remaining,
unclaimed Consideration) to Comvita.
3.16 Delisting of Comvita
Subject to the Scheme Resolution being
passed, Comvita will apply for termination
of the official quotation of Comvita Shares
on the NZX Main Board and, if the Scheme is
implemented, Comvita will be removed from
the NZX Main Board from close of trading on
the Scheme Implementation Date.
3.17 Shareholder objection rights
If you do not support the Scheme, you can
vote against the Scheme Resolution at the
Scheme Meeting.
In addition, if you are a Shareholder, you may
appear and be heard at the application for
Final Court Orders, which is expected to occur
at 10.00am on Monday, 1 December 2025 at
the Auckland Registry of the High Court. To
do so, you must file a notice of appearance
or a notice of opposition (in either case
containing an address for service), and any
affidavits or memoranda of submissions
on which you intend to rely, by 5.00pm on
Friday, 21 November 2025, and serve a
copy on Comvita at the offices of Simpson
Grierson at Level 27, Shortland and Fort, 88
Shortland Street, Auckland, New Zealand. If
you do this, Comvita will serve you, at your
address for service, a copy of all documents
filed in support of the application for Final
Court Orders by 5.00pm on Wednesday, 26
November 2025.
Any other person claiming to have a proper
interest in the Scheme, who wishes to
appear and be heard on the application for
Final Court Orders must file an application
for leave to be heard and a notice of
opposition (both containing an address
for service), any affidavits, and a
memorandum of submissions upon which
such person intends to rely, by 5.00pm
on Friday, 21 November 2025 and serve
a copy on Comvita at the offices of Simpson
Grierson at Level 27, Shortland and Fort,
88 Shortland Street, Auckland, New Zealand.
If you do this, Comvita will serve upon any
such person, at their address for service,
a copy of the affidavits in support of the
application for Final Court Orders by 5.00pm
on Wednesday, 26 November 2025.
If the application for Scheme approval
is opposed, oppositions will be heard by
the High Court at 10.00am on Monday,
1 December 2025, or such later date as the
High Court directs.
29Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
In addition, the Takeovers Panel may
consider an objection by a Shareholder
or other interested party to the Scheme
when determining whether to provide
its “no objection statement”. Written
objections can be submitted directly to
the Takeovers Panel (whether or not a “no
objection statement” is granted) by email
(takeovers.panel@takeovers.govt.nz).
There are no other dissent or buy-out
rights for Shareholders who do not support
the Scheme.
If you do not want to participate in the
Scheme, you are free to sell your Comvita
Shares at any time before trading in Comvita
Shares is suspended in anticipation of the
implementation of the Scheme (expected
to be the date which is three Business Days
before the Scheme Record Date). The then
prevailing market price may vary from the
Scheme Consideration, and you may incur
brokerage charges.
30Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 3: Information about the Scheme
4. Information
about Florenz
4.1 Qualification
This section 4 forms part of the Florenz
Information and has been prepared by, and
is the responsibility of, Florenz. None of the
Comvita Group or any of their respective
Representatives assume any responsibility
for the accuracy or completeness of the
information in this section.
4.2 Information
If the Scheme is implemented, Florenz will
acquire all of the Comvita Shares.
Florenz is a subsidiary of Christchurch-based
Masthead Limited, which has a strong track
record of building world class businesses over
the past four decades.
Florenz was established to develop New
Zealand’s largest health and wellness export
business. Its portfolio includes Wedderspoon
Organic – North America’s leading seller of
Mānuka honey products with distribution
in more than 23,000 stores – along with
Xtend-Life, 2before Sports Nutrition, Dry
Food New Zealand, and a one-third stake in
iconic Harker Herbals, which is now entering
the United States market alongside existing
international sales.
Florenz operates as a holding entity for
several high-impact New Zealand natural
health and wellness brands, all positioned
to serve global markets:
•
Wedderspoon Organic – North America’s
top-selling Mānuka honey wellness brand,
stocked in over 23,000 stores, spanning
products from honey jars to lip balms
and lozenges;
•
Xtend-Life – A vitamins and supplements
exporter with customers across over
90 countries;
• 2before Performance Nutrition – An
advanced science-based pre-workout
solution derived from New Zealand
blackcurrants, used by Olympians and
athletes across the ‘NBA’, ‘NFL’, and ‘NRL’;
•
Dr
y Food New Zealand – A majority-owned
manufacturing specialist in nutraceutical
and functional food ingredients, offering
end-to-end services from drying to
packing; and
•
Harker Herbals – A minority-owned, iconic
herbal remedies brand producing liquid
herbal supplements for more than 40
years, with a growing global footprint.
Further information about Florenz is
provided in section 5 (Statutory information
equivalent to Schedule 1 of the Takeovers
Code) of this Scheme Booklet.
31Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 4: Information about Florenz
5. Statutory information
equivalent to Schedule 1
of the Takeovers Code
Information in this section 5 has been prepared by,
and is the responsibility of, Florenz. Comvita does
not assume any responsibility for the accuracy or
completeness of this information.
This section contains information, to the extent
applicable, equivalent to the information that
would be provided by Florenz in a takeover offer
document in accordance with Schedule 1 of the
Takeovers Code.
5.1 Date
This section was prepared, and is current,
as at 13 October 2025.
5.2 Florenz and its directors
The name and address of Florenz is:
Florenz Limited (NZBN) 9429049932409
Unit 2, 21 Leslie Hills Drive, Riccarton
Christchurch, 8011, New Zealand
Florenz can be contacted by email at
enquiries@florenz.nz or by post at PO Box
2043, Christchurch, 8140, New Zealand.
The sole director of Florenz is Mark James
Stewart.
The persons described in this paragraph
will become a controller of an increased
percentage of voting securities in Comvita as
a result of the acquisition under the scheme:
(a) Florenz Limited;
(b) Pescado Holdings Limited (holder of
99.9388% of the issued share capital in
Florenz Limited);
(c)
FCIP GP Limited, being the general partner
of Florenz Co-Investment Fund LP (holder
of the remaining 0.0612% of the issued
share capital in Florenz Limited);
(d)
Masthead
Limited (100% owner of Pescado
Holdings Limited and FCIP GP Limited);
(e)
Mark
James Stewart, as the sole director
of Florenz Limited, Pescado Holdings
Limited, FCIP GP Limited and Masthead
Limited; and
(f)
Masthead Limit
ed is party to an
unincorporated joint venture with the
trustees of the Ellen Trust (established
by a deed of trust dated 17 March 2003)
and the trustees of the Masthead Trust
(established by a deed of trust dated
8 January 2021). Pursuant to the terms
of that joint venture, the trustees of
those trusts have certain control rights
in respect of Masthead Limited. The
current trustees of those trusts are
Dame Ellen Adrienne Stewart and Mark
James Stewart.
5.3 Scheme company
The name of the company to which the
Scheme relates is Comvita Limited.
5.4 Scheme terms
The terms and conditions of the Scheme are
set out in the Scheme Plan in Annexure B to
this Scheme Booklet.
5.5 Ownership of Equity Securities
of Comvita
The table on page 35 sets out the number,
designation and percentage of equity
securities of any class of Comvita Shares
held or controlled by:
(a) Florenz;
(b) any Related Company of Florenz;
(c) any person acting jointly or in concert
with Florenz;
(d) any director of any of the persons
described in sub-paragraphs (a) to (c)
above.
Except as stated in the table, no person
referred to in paragraphs (a) to (d) above
holds or controls equity securities of Comvita.
Information about the persons who hold or
control 5% or more of any class of equity
securities in Comvita is set out in section 6.5.
32Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 5: Statutory information equivalent to Schedule 1 of the Takeovers Code
5.6 Trading in Comvita Equity Securities
None of the persons referred to in sections
5.5(a) to (d) above have acquired or disposed
of any equity securities in Comvita in the six
month period ending on the date of this
Scheme Booklet.
5.7 Agreements to vote in favour
of Scheme
Except as set out in this section 5.7, no
person has agreed, or publicly announced an
intention, to vote in favour of the Scheme.
In accordance with the Scheme
Implementation Agreement, each Director
has undertaken to vote all of the Comvita
Shares that he or she holds or controls in
favour of the Scheme subject to there being
no Superior Proposal.
In accordance with the voting agreements
dated 17 August 2025, each of Li Wang and
China Resources Enterprise, Limited have
agreed to vote all of the Comvita Shares that
they hold or control in favour of the Scheme
except where a majority of the Independent
Directors recommend that Shareholders
vote against the Scheme. Li Wang and China
Resources Enterprise, Limited will vote in the
same interest class as all other Shareholders
(excluding any Shareholder who is a Florenz
Associate) in respect of the Scheme.
Under the Takeovers Panel’s Guidance
Note on Schemes of Arrangements, dated
31 July 2024 (the Guidance Note), the
Florenz Associates are eligible to vote at
the Scheme Meeting, and must commit to
vote in favour of the Scheme by way of a
deed poll enforceable by the Takeovers Panel
(see paragraph 5.11 of the Guidance Note).
Each Florenz Associate has entered into an
Individual Voting Deed Poll, in favour of the
Takeovers Panel.
Under the Individual Voting Deed Polls, each
Florenz Associate has agreed to:
(a)
cast all of the votes attached to the
Relevant Shares (as that term is defined
in the Voting Deed Poll) (or procure that
they are cast) in favour of the Scheme
at any meeting of shareholders of
Comvita called to consider and approve
the Scheme (including any interest class
approval of which they form part of the
relevant class); and
(b)
on and from the date of the Individual
Voting Deed Poll to and including the
earlier of either the date on which the
Scheme is implemented or the date
on which the Scheme Implementation
Agreement is terminated, not dispose
of, encumber, or deal in any way with
any of the Relevant Shares, except to
transfer the Relevant Shares to Florenz
under the Scheme.
NameDescription
Number of equity
securities held
or controlled
Type of equity
securities
Percentage
of Class
Mark Francis Sadd
6
Person acting jointly or
in concert with Florenz
24,972 Ordinary shares0.04%
Maroon Investments
Limited
7
Person acting jointly or
in concert with Florenz
4,337 Ordinary shares0.01%
Kylie Jane Boyd
8
Person acting jointly or
in concert with Florenz
5,115 Ordinary shares0.01%
Ainsley Gael Walter
9
Person acting jointly or
in concert with Florenz
2,000 Ordinary shares0.00%
6 Mark Francis Sadd is the Chief Commercial Officer of Florenz.
7 Maroon Investments Limited is an entity ultimately owned by the trustees of the Webb Family Trust of which Warwick Webb is
a trustee, Warwick Webb being a financial adviser to Masthead Limited, Florenz’s parent company.
8 Kylie Jane Boyd is Mark Francis Sadd’s wife, Mark Francis Sadd being the Chief Commercial Officer of Florenz.
9 Ainsley Gael Walter is Mark James Stewart’s partner, Mark James Stewart being the sole director of Florenz and a trustee of the
Ellen Trust and Masthead Trust which together have certain control rights in respect of Masthead Limited (the ultimate parent
company of Florenz) as described in section 5.2(f).
33Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 5: Statutory information equivalent to Schedule 1 of the Takeovers Code
5.8 Arrangements to pay Scheme
consideration
Florenz confirms that sufficient resources
will be available to it to meet the aggregate
amount of the Scheme Consideration
payable to Scheme Shareholders if the
Scheme becomes effective.
Florenz entered into the Deed Poll pursuant
to which Florenz has undertaken in favour
of each Scheme Shareholder to deposit,
or procure the deposit of, in immediately
available cleared funds, by no later than
5.00pm on the Business Day before the
Scheme Implementation Date, an amount
equal to the aggregate amount of the
Scheme Consideration payable to all Scheme
Shareholders as set out in the Scheme Plan,
such deposit to be made into the trust
account operated by MPMS to be held and
dealt with by MPMS in accordance with the
Scheme Plan.
A copy of the Deed Poll is included at
Annexure C to this Scheme Booklet.
Rule 34 of the Takeovers Code is not applicable.
5.9 Arrangements between Comvita
and Florenz
Confidentiality Agreement: On 4 February
2025, Comvita and Florenz entered into a
confidentiality agreement for the purpose
of enabling parties to discuss a potential
acquisition of Comvita by Florenz. Under
that agreement each party agreed to
keep each other’s confidential information,
confidential, and is only permitted to disclose
such information in limited circumstances,
including when confidential information
becomes public knowledge, is lawfully
received by a third party, is required to be
disclosed to representatives for purposes
associated with the potential acquisition of
where disclosure is required by law.
Communications Protocol: On 17 August
2025, Comvita and Florenz entered into
a communications protocol under which
Comvita and Florenz have agreed to a
protocol to govern their conduct and
the provision of competitively sensitive
information, in connection with the Scheme,
to ensure their compliance with their legal
obligations.
Scheme Implementation Agreement: On
17 August 2025, Comvita and Florenz
entered into the Scheme Implementation
Agreement. Under the Scheme
Implementation Agreement, Florenz has
agreed to propose a scheme of arrangement
between Florenz, Comvita and the
Shareholders; the effect of which will be that
all the Comvita Shares will be transferred to
Florenz and Florenz will provide or procure
the provision of the Scheme Consideration
to the Shareholders.
Deed Poll: Florenz executed the Deed Poll on
29 September 2025 in favour of the Scheme
Shareholders, under which Florenz has
agreed to pay the Scheme Consideration.
Further details of the terms of the Deed
Poll are set out in section 5.8 of this Scheme
Booklet. A copy of the Deed Poll is included
at Annexure C.
Individual Voting Deed Polls: Each of the
Florenz Associates has entered into an
Individual Voting Deed Poll in favour of the
Takeovers Panel. The Individual Voting Deed
Polls are described in section 5.7.
No other agreement or arrangement
(whether legally enforceable or not) has
been made or is proposed to be made
between Florenz (or any Associate of
Florenz) and Comvita (or any Related
Company of Comvita) in connection with, in
anticipation of, or in response to, the scheme.
5.10 Arrangements between Florenz
and Directors and Senior Managers
of Comvita
No agreement or arrangement (whether
legally enforceable or not) has been made,
or is proposed to be made, between Florenz
(or any Associate of Florenz) and any of the
Directors or Senior Managers of Comvita
(or any Related Company of Comvita) in
connection with, or in anticipation of, or in
response to, the Scheme.
5.11 Financial assistance
No agreement or arrangement has been
made, or is proposed to be made, under
which Comvita (or any Related Company
of Comvita) will give (directly or indirectly)
financial assistance for the purpose of, or in
connection with, the scheme.
5.12 Intentions about material changes
to Comvita
Given that, if the Scheme becomes
effective, Florenz will acquire all of the
Comvita Shares on issue, this information
is not applicable.
34Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 5: Statutory information equivalent to Schedule 1 of the Takeovers Code
5.13 No pre-emption rights clauses in
Comvita’s constitution
There are no restrictions contained in the
constitution of Comvita on the right to
transfer Comvita Shares which would have
the effect of requiring holders of those
securities to offer such securities for purchase
to members of Comvita or another person
before transferring those securities.
5.14 No escalation clauses
There is no agreement or arrangement
(whether legally enforceable or not) to which
Florenz or any of its Related Companies
is a party, under which any existing holder
of equity securities in Comvita will or may
receive in relation to, or as a consequence of,
the scheme, any additional consideration or
other benefit over and above the consideration
set out in the scheme, or under which any prior
holder of equity securities in Comvita will or
may receive any consideration or other benefit
as a consequence of the scheme.
5.15 Only one class of financial products
is subject to the Scheme
The only financial products subject to the
Scheme are Comvita Shares. Accordingly,
no report is required to be obtained by
Florenz as to the fairness and reasonableness
of the consideration and terms of the
Scheme as between different classes
of financial products.
35Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 5: Statutory information equivalent to Schedule 1 of the Takeovers Code
6. Statutory information
equivalent to Schedule 2
of the Takeovers Code
The information in this section 6 contains
information, to the extent applicable that would
be provided by Comvita in a target company
statement under Schedule 2 of the Takeovers Code.
6.1 Date
This Scheme Booklet is dated 15 October 2025.
6.2 Scheme
This Scheme Booklet relates to a scheme
of arrangement between Comvita and its
Shareholders in relation to the proposed
acquisition of the Comvita Shares by Florenz.
6.3 Scheme company
The name and address of the company
to which the Scheme relates is:
Comvita Limited (NZBN: 9429040077536)
23 Wilson Road South, Paengaroa
Bay of Plenty, 3189, New Zealand
Comvita can be contacted by email at:
investor.relations@comvita.com
6.4 Directors of Comvita
The Directors of Comvita are:
Bridget Coates
Chair,
Independen
t Director
Robert Major
Independen
t Director
Michael Sang
Independen
t Director
Ching Ho Luk
Dir
ector
(
alternate for Yawen Wu)
Yawen Wu Director
Guangping Zhu
Dir
ector
The Independent Directors have been
determined to be independent for the
purposes of the Listing Rules.
6.5 Ownership of equity securities of Comvita
Ownership interests of Directors and Senior Managers of Comvita
The table below sets out the number and the percentage of Comvita Shares held or controlled by
each Director or Senior Manager of Comvita or their Associates.
Shareholding as at 14 October 2025
DirectorNumber of Comvita Shares Percentage of Comvita Shares
Bridget Coates45,0000.06%
Robert Major53,5100.08%
Michael Sang20,0000.03%
Senior Manager
10
Number of Comvita SharesPercentage of Comvita Shares
Nigel Greenwood203,503 0.29%
Except as set out in the tables above, to Comvita’s knowledge, no other Director or Senior Manager
or their Associate, holds or controls any equity securities of Comvita.
10 Pursuant to the definition of “senior manager” in the Takeover Code, Karl Gradon (CEO) and Nigel Greenwood (CFO) are senior
managers of Comvita for the purposes of this Scheme Booklet.
36Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 6: Statutory information equivalent to Schedule 2 of the Takeovers Code
During the two-year period prior to the date of this Scheme Booklet, no equity securities were
issued to Comvita’s Directors but the following were issued to Comvita’s Senior Managers:
Senior
Manager
Number of
Comvita
Securities
Issued
Percentage
of Comvita
SecuritiesReason
Consideration
per security
Date of
Transaction
Nigel
Greenwood
48,899
PSRs
0.07%PSRs issued in
accordance with
the Performance
Share Rights
Scheme
$0 October
2023
11
Nigel
Greenwood
24,194
Comvita
Shares
0.03%Comvita
Shares issued in
accordance with
the Performance
Share Rights
Scheme
$0 October
2024
Nigel
Greenwood
15,656
Comvita
Shares
0.02%Comvita
Shares issued in
accordance with
the Performance
Share Rights
Scheme
$0 October
2025
Ownership interests of Substantial Shareholders
The table below sets out the number and the percentage of Comvita Shares held or controlled by
any other person holding or controlling 5% or more of the Comvita Shares, to the knowledge of
Comvita. The information in this table is based on information known to Comvita on 14 October
2025, being the latest practicable date before the date of this Scheme Booklet.
Shareholding as 14 October 2025
ShareholderNumber of Comvita SharesPercentage of Comvita Shares
Li Wang8,552,736 12.13%
China Resources
Enterprise, Limited
4,408,736 6.25%
Kauri NZ Investment
Limited
3,558,0775.05%
Except as set out in the table above, to Comvita’s knowledge, no other person holds or controls
more than 5% of a class of equity securities of Comvita.
6.6 Trading in Comvita equity securities
None of Comvita’s Directors or Senior Managers or the substantial product holders listed above,
have acquired or disposed of any equity securities in Comvita during the six-month period before
14 October 2025, being the latest practicable date before the date of this Scheme Booklet.
11 T hese PSRs then lapsed in accordance with the Performance Share Rights Scheme in October 2024.
37Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 6: Statutory information equivalent to Schedule 2 of the Takeovers Code
6.7 Intentions to vote in favour of the Scheme
The tables below set out, as at the date of this Scheme Booklet, the name of every Director, Senior
Manager and Associate of a Director or Senior Manager who has advised Comvita that he or she
intends to vote in favour of the Scheme, and the number of Comvita Shares in respect of which the
person intends to vote in favour of the Scheme.
DirectorNumber of Comvita Shares Percentage of Comvita Shares
Bridget Coates45,0000.06%
Robert Major53,5100.08%
Michael Sang20,0000.03%
Senior ManagerNumber of Comvita SharesPercentage of Comvita Shares
Nigel Greenwood203,503 0.29%
On 17 August 2025, Li Wang and China Resources Enterprise, Limited each entered into a voting
commitment agreement with Florenz pursuant to which they each agreed to vote in favour of the
Scheme at the Scheme Meeting, subject to certain conditions. A substantial product holder notice
was submitted by each of Li Wang, China Resources Enterprise, Limited and Florenz on 18 August
2025 in respect of these Voting Commitment Agreements.
6.8 Ownership of equity securities of
Florenz or its associates
No securities in Florenz, or any Related
Company of Florenz, are held or controlled
by any of:
(a) Comvita;
(b) any Director or Senior Manager of
Comvita; or
(c) any Associate of a Director or Senior
Manager of Comvita.
6.9 Trading in equity securities of Florenz
or its associates
Neither Comvita, nor any Director, Senior
Manager or any of their Associates, has acquired
or disposed of any equity securities of Florenz,
or any Related Company of Florenz, during
the six-month period before the date of this
Scheme Booklet, being the latest practicable
date before the date of this Scheme Booklet.
6.10 Arrangements between Comvita
and Florenz
Except as set out in section 5.9
(Arrangements between Comvita and
Florenz), no agreement or arrangement
(whether legally enforceable or not) has been
made, or is proposed to be made, between
Florenz or any Associates of Florenz and
Comvita or any Related Company of Comvita
in connection with, in anticipation of, or in
response to, the Scheme.
6.11 Relationship between Florenz and
Directors and Senior Managers of
Comvita
No agreement or arrangement (whether
legally enforceable or not) has been made, or
is proposed to be made, between Florenz or
any Associates of Florenz, and any Director
or Senior Manager of Comvita or any Related
Company of Comvita in connection with, in
anticipation of, or in response to, the Scheme.
No Director or Senior Manager of Comvita is
also a director or senior officer of Florenz or
any Related Company of Florenz.
6.12 Agreement between Comvita
and Directors and Senior Managers
of Comvita
No agreement or arrangement (whether
legally enforceable or not) has been made,
or is proposed to be made, between Comvita
or any Related Company of Comvita and any
Directors, Senior Managers or their Associates
of Comvita or its Related Companies, under
which a payment or other benefit may be
made or given by way of compensation for
loss of office or as to their remaining in or
retiring from office in connection with, in
anticipation of, or in response to, the Scheme.
38Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 6: Statutory information equivalent to Schedule 2 of the Takeovers Code
6.13 Interests of Directors and Senior
Managers of Comvita in contracts of
Florenz or its related companies
No Director or Senior Manager or their
Associates has an interest in any contract
to which Florenz, or any Related Company
of Florenz, is a party.
6.14 Interests of Comvita’s substantial
security holders in material contracts
of Florenz Group or its related
companies
No person who, to the knowledge of the
Directors or the Senior Managers, holds or
controls 5% or more of any class of equity
securities of Comvita, has an interest in any
material contract to which Florenz, or any
Related Company of Florenz, is a party.
For completeness, each of China Resources
Enterprise, Limited and Li Wang have entered
into a voting commitment agreement with
Florenz pursuant to which it agreed to vote in
favour of the Scheme in the Scheme Meeting,
subject to certain conditions.
6.15 Additional information
The Florenz Information in this Scheme
Booklet is the responsibility of Florenz.
Having said that, in the opinion of the
Directors and to the best of their knowledge,
no additional information is required to make
that information correct or not misleading.
6.16 Directors’ recommendation
The Directors unanimously recommend that
Shareholders vote in favour of the Scheme
Resolution, in the absence of a Superior
Proposal. The Directors’ reasons for this
recommendation are set out in section 3.5 of
this Scheme Booklet.
6.17 Actions of Comvita
Except for the arrangements summarised
in sections 6.10 to 6.12 above, there are no
material agreements or arrangements
(whether legally enforceable or not) of
Comvita or any Related Company of
Comvita entered into as a consequence of, in
response to, or in connection with, the Scheme.
There are no negotiations underway as
a consequence of, in response to, or in
connection with, the Scheme that relate to,
or could result in:
(a)
an e
xtraordinary transaction, such as a
merger, amalgamation or reorganisation,
involving Comvita or any of its Related
Companies;
(b) the acquisition or disposition of material
assets by Comvita or any of its Related
Companies;
(c)
an
acquisition of equity securities by,
or of, Comvita or any of its Related
Companies; or
(d)
an
y material change in the issued equity
securities of Comvita, or the policy of the
Comvita Board relating to distributions
of Comvita.
6.18 Equity securities of Comvita
Comvita currently has 70,555,072 Comvita
Shares on issue. All Comvita Shares are
fully paid.
Comvita Share Scheme Trustee Limited
holds 16,380 Comvita Shares under the
Comvita Exempt Employee Share Scheme,
all of which are unallocated and will be
acquired and cancelled by Comvita for no
net monetary consideration prior to the
Scheme Record Date such that, on the
Scheme Implementation Date, Comvita
Share Scheme Trustee Limited will hold no
Comvita Shares.
Comvita currently has 27,670 Performance
Share Rights on issue. 7,674 of these
Performance Share Rights will vest, and
convert to Comvita Shares, in the ordinary
course by the end of October 2025. The
Comvita Board is expected to exercise
its discretion to accelerate the vesting,
and conversion to Comvita Shares, of the
remaining 19,996 Performance Share Rights
prior to the Record Date, such that, on the
Scheme Implementation Date, Comvita will
have no Performance Share Rights on issue.
Therefore, on the Scheme Implementation
Date, Comvita will have a maximum of
70,566,362 Comvita Shares on issue.
Subject to certain conditions in the
constitution of Comvita and the Listing
Rules, each Comvita Share confers upon the
holder the right to:
(a)
an equal shar
e in dividends authorised by
the Comvita Board;
(b)
an
equal share in the distribution of
surplus assets on liquidation of Comvita;
(c)
par
ticipate in certain further issues of
equity securities by Comvita; and
(d)
c
ast one vote on a show of hands or the
right to cast one vote per share on a poll,
39Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 6: Statutory information equivalent to Schedule 2 of the Takeovers Code
at a meeting of Shareholders on any
resolution, including a resolution to:
(i)
appoint or remove a director or
auditor;
(ii)
alt
er Comvita’s constitution;
(iii)
approve a major transaction;
(iv) approve an amalgamation involving
Comvita; and
(v)
put Comvita into liquidation.
6.19 Financial information
A copy of Comvita’s most recent annual
report (being the annual report for the
year ended 30 June 2025) is available on
Comvita’s website at www.comvita.co.nz/
pages/investor-centre.
Each person who is eligible to vote on the
Scheme may also request from Comvita a
copy of Comvita’s most recent annual report
by making a written request to:
ATTENTION: Company Secretary
investor.relations@comvita.com
Other than as set out in this Scheme
Booklet (including the Independent
Adviser’s Report), there have not been
any material changes in the financial
reporting or trading position, or prospects,
of Comvita since the most recent annual
report was made available to Shareholders
on 18 September 2025.
The Directors are not aware of any
information about the assets, liabilities,
profitability and financial affairs of Comvita
which is not contained in the materials
referred to above which could reasonably
be expected to be material to Shareholders
when making a decision to vote for, or
against, the Scheme Resolution.
6.20 Independent advice on merits
of the Scheme
Grant Samuel is the Independent Adviser
who has provided a report in relation to
the merits of the Scheme. A copy of the full
Independent Adviser’s Report is attached as
Annexure A.
6.21 Asset valuations
No information provided in this Scheme
Booklet refers to a valuation of any asset
of Comvita.
6.22 Prospective financial information
The Independent Adviser’s Report contains
prospective financial information in relation
to Comvita. The principal assumptions on
which the prospective financial information
is based are set out in the Independent
Adviser’s Report.
Other than the prospective financial
information referred to above, this
Scheme Booklet does not refer to any other
prospective financial information about
Comvita.
6.23 Sales of unquoted equity securities
under the Scheme
There are no unquoted equity securities that
are subject to the Scheme.
6.24 Market prices for quoted equity
securities
The Comvita Shares are quoted on the NZX
Main Board.
The closing price on the NZX Main Board of
Comvita Shares on:
(a) 14 October 2025, being the latest
practicable working day before the date
on which this Scheme Booklet was sent
to Shareholders, was NZ$0.76; and
(b) 15 August 2025, being the last day on
which NZX was open for business before
the date on which Comvita announced
that it had entered into the Scheme
Implementation Agreement with Florenz,
was NZ$0.48.
The highest and lowest closing market
prices of Comvita Shares on the NZX Main
Board (and the relevant dates) during the
six months before 15 August 2025 (being
the last day on which NZX was open for
business before the date on which Comvita
announced that it had entered into the
Scheme Implementation Agreement with
Florenz), were as follows:
(a)
the highest closing market price of
Comvita Shares was NZ$0.83 on 18
February 2025
12
; and
(b) the lowest closing market price of
Comvita Shares was NZ$0.46 on 16 July
2025.
During the six month period before 15
August 2025 (being the last day on which
12 Being the latest day on which Comvita Shares traded at the highest closing market price during the six months before 15 August
2025.
40Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 6: Statutory information equivalent to Schedule 2 of the Takeovers Code
NZX was open for business before the date
on which Comvita announced that it had
entered into the Scheme Implementation
Agreement with Florenz), Comvita did
not issue any equity securities, make any
changes to any equity securities on issue,
or make any distributions, which could have
affected the market prices of Comvita
Shares referred to above.
Except as set out in this Scheme Booklet,
there is no other information about the
market price of Comvita Shares that would
reasonably be expected to be material to the
making of a decision by the Shareholders
when making a decision to vote for or against
the Scheme Resolution.
6.25 Other
The Directors are not aware of any
additional information, which is not required
to be disclosed elsewhere in this Scheme
Booklet, that could reasonably be expected
to be material to the Shareholders when
making a decision to vote for, or against,
the Scheme Resolution.
6.26 Comvita Board approval of Comvita
information
The contents of this Scheme Booklet have
been approved by the Comvita Board,
other than:
(a) the Florenz Information, which Florenz
has approved; and
(b)
the Independen
t Adviser’s Report, which
has been prepared by Grant Samuel.
Disclosures about Associates of Senior
Managers made in this section are made to
the best of Comvita’s knowledge.
41Comvita Limited – Notice of Meeting and Scheme Booklet
SECTION 6: Statutory information equivalent to Schedule 2 of the Takeovers Code
The meaning of terms set out in this Scheme Booklet are set out below:
TermDefinition
NZ$means New Zealand dollar
Associatehas the meaning given to that term in the Takeovers Code
Break Feemeans NZ$565,000 plus GST, if any
Business Daymeans a day (other than a Saturday, Sunday or public holiday) on which
banks are generally open in Auckland, New Zealand and excluding any day
in the period beginning on 25 December in any year and ending on 5 January
in the following year
Companies Actmeans the Companies Act 1993 (New Zealand)
Competing Proposalmeans any proposed:
(a)
takeover bid (whether full or partial under the Takeovers Code) for
Comvita;
(b)
ac
quisition of all or a material part of Comvita by way of a scheme of
arrangement in respect of Comvita;
(c)
tr
ansfer or issue of financial products of Comvita to a Third Party for
which Shareholder approval is sought under the Takeovers Code or
Listing Rules or otherwise;
(d)
transfer or issue of financial products of Comvita to a Third Party in
respect of financial products that are convertible into, or exchangeable
for, Comvita Shares, where shareholder approval would be required
under the Takeovers Code on conversion or exchange of those financial
products;
(e)
tr
ansfer or issue of financial products of any member of the Comvita
Group (other than Comvita) to a Third Party;
(f)
sale o
f assets by Comvita (or any other member of the Comvita Group)
that represents 20% or more of the total consolidated assets of the
Comvita Group; or
(g)
reverse takeover, capital reduction, sale of securities, strategic alliance,
joint venture, partnership, dual listed companies structure, economic or
synthetic merger or combination or other transaction or arrangement
which, if completed, would result in a Third Party:
•
dir
ectly or indirectly acquiring or being entitled to acquire a Relevant
Interest or any other direct or indirect legal, beneficial or economic
interest in, or control over, (A) 20% or more of the shares of Comvita
or (B) any other shares in any member or members of the Comvita
Group; or
42Comvita Limited – Notice of Meeting and Scheme Booklet
7. Glossary
SECTION 7: Glossary
TermDefinition
Competing Proposal
(continued)
• directly or indirectly acquiring or being entitled to acquire (A) the
whole, or substantially all, of the business or assets of the Comvita
Group, or (B) any part of the business or assets of the Comvita
Group that individually or collectively contributes 20% or more of
the total consolidated revenue of the Comvita Group, contributes
20% or more of the pre-IFRS 16 EBIT of the Comvita Group or that
represents 20% or more of the total consolidated assets of the
Comvita Group; or
•
otherwise acquiring Control of Comvita or merging or amalgamating
with Comvita or any other member or members of the Comvita
Group that individually or collectively contribute 20% or more of the
total consolidated revenue of the Comvita Group, contributes 20%
or more of the pre-IFRS 16 EBIT of the Comvita Group or whose
assets represent 20% or more of the total consolidated assets of
the Comvita Group,
or any other proposed transaction which would otherwise require Comvita
to abandon, or otherwise fail to proceed with, or would be inconsistent with,
the implementation of, the Scheme. For the purposes of the definition of
Competing Proposal:
(a)
any such proposal may be an expression of interest, indicative, conditional
or otherwise non-binding;
(b)
par
agraphs (a) to (f) above include any agreement (within the meaning
of section 6 of the Financial Markets Conduct Act 2013) whereby such a
transaction is effected through a series of linked or related transactions
which, if conducted as a single transaction, would constitute a Competing
Proposal within the meaning of any of paragraphs (a) to (f) above;
(c)
each suc
cessive material modification to, or variation of, a Competing
Proposal will constitute a new Competing Proposal; and
(d)
r
eferences to a Third Party include all Associates of the Third Party
Comvita means Comvita Limited (NZCN 194391)
Comvita Boardmeans the board of directors of Comvita as constituted from time to time
Comvita Groupmeans Comvita, its wholly owned subsidiaries, and those other entities which
Comvita Controls at any time prior to the Scheme Implementation Date
(including, without limitation, Comvita Share Scheme Trustee Limited)
Comvita Sharesmeans the fully paid ordinary shares of Comvita, being the shares to be
acquired by Florenz pursuant to the Scheme
Comvita Undertakingmeans any one of the undertakings set out in Section 2 of Part A of Schedule
2 of the Scheme Implementation Agreement
Comvita Warrantymeans any one of the statements set out in Section 1 of Part A of Schedule
2 of the Scheme Implementation Agreement
Conditionsmeans the conditions to the Scheme set out in the first column of the
table in clause 3.1 of the Scheme Implementation Agreement and which
are summarised in section 3.9 (Conditions of the Scheme) of this Scheme
Booklet
43Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 7: Glossary
TermDefinition
Controlmeans, in relation to a person (the "relevant person") and one or more other
persons, where those one or more persons, directly or indirectly, whether by
the legal or beneficial ownership of shares, securities or other equity, by the
possession of voting power, by contract, by trust, or otherwise:
(a) has the power to appoint or remove the majority of the members of the
governing body of the relevant person;
(b)
c
ontrols or has the power to control the affairs or policies of the relevant
person; or
(c)
is in a position to derive more than 50% of the economic benefit of the
existence or activities of the relevant person
Deed Pollmeans the deed poll entered into by Florenz in the form attached as
Annexure C (Deed Poll) or in such other form as Comvita and Florenz agree
in writing
Directormeans each director of Comvita from time to time, being those “Directors”
set out in the Directory to this Scheme Booklet
End Datemeans:
(a)
24 D
ecember 2025, provided that if any Condition has not been satisfied
by this date, if either Comvita or Florenz (acting reasonably) considers
that such Condition is capable of satisfaction by 31 January 2026, such
party may elect, by providing written notice to the other, to extend the
End Date to 31 January 2026;
(b)
where there is a Counter Proposal (as defined in the Scheme
Implementation Agreement, being a counter proposal by Florenz in
response to a Competing Proposal), a date agreed in writing by Comvita
and Florenz (acting reasonably and in good faith) having regard to
market practice and the need to revise the Timetable (as defined in the
Scheme Implementation Agreement) to appropriately reflect the steps
required in order to implement a Counter Proposal; or
(c)
an
y other date agreed in writing by Comvita and Florenz
Exclusivity Periodhas the meaning given to that term in section 3.10 (
Exclusivity Arrangements)
Exempt Employee
Share Scheme
means the “Comvita Exempt Employee Share Scheme” as described in the
Comvita’s annual financial statements for the year ended 30 June 2025
Final Court Hearingmeans the final hearing of the High Court in respect of the Scheme, which
is expected to take place at 10.00am on 1 December 2025 or such later
date as the High Court directs
Final Court Ordersmeans orders made on application of Comvita, that the Scheme is binding
on Comvita, Florenz, Shareholders and such other persons or class of
persons as the High Court may specify, in accordance with section 236(1)
(and section 237, if applicable) of the Companies Act
Final Orders Datemeans the date on which Final Court Orders are granted by the High Court
Florenzmeans Florenz Limited (NZCN 8241853)
Florenz Associatehas the meaning given to that term in paragraph 5 of the Procedural Notes
44Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 7: Glossary
TermDefinition
Florenz Groupmeans Florenz and those entities which Florenz Controls at any time prior
to the Scheme Implementation Date
Florenz Informationmeans all information given by Florenz to Comvita for inclusion in this
Scheme Booklet, including:
(a) information about the Florenz Group and its businesses and interests,
including the information set out sections 4 (Information about Florenz)
and 5 (Statutory information equivalent to Schedule 1 of the Takeovers
Code) of this Scheme Booklet; and
(b)
any other information which Comvita and Florenz agree (acting
reasonably) is Florenz Information and that is identified in this Scheme
Booklet or any supplementary information as such
Florenz Undertakingmeans any one of the undertakings set out in Section 2 of Part B of Schedule
2 of the Scheme Implementation Agreement
Florenz Warranty means any one of the statements set out in Section 1 of Part B of Schedule
2 of the Scheme Implementation Agreement
Government Agencymeans any government, department, officer or minister of any government
and any governmental, semi-governmental, administrative, fiscal, judicial or
quasi-judicial agency, authority, board, commission, tribunal or entity in any
jurisdiction and includes the Overseas Investment Office, the Commerce
Commission, the Takeovers Panel and the Financial Markets Authority
Grant Samuelmeans Grant Samuel & Associates Limited (NZCN 486812)
Guidance Notehas the meaning given to that term in section 5.7 (Agreements to vote in
favour of Scheme) of this Scheme Booklet
High Courtmeans the High Court of New Zealand, Auckland Registry
Independent Advisermeans the person appointed by Comvita, and approved by the Takeovers
Panel, as independent adviser to prepare the Independent Adviser's Report,
being Grant Samuel
Independent Adviser’s
Report
means the report prepared by the Independent Adviser in respect of the
Scheme and its terms, a copy of which is attached to this Scheme Booklet
as Annexure A (Independent Adviser’s Report) (as amended or updated from
time to time and including any supplementary or replacement report)
Independent Directorsmeans a Director who Comvita has advised NZX is an “independent
director” for the purposes of the Listing Rules
Individual Voting Deed
Poll
means a voting deed poll entered into by a Florenz Associate who undertakes
to, in favour of the Takeovers Panel, vote all Comvita Shares which they
hold and control in favour of the Scheme Resolution
Initial Court Ordersmeans the orders by the High Court for the purposes of section 236(2) of
the Companies Act dated 13 October 2025
Listing Rulesmeans the NZX Main Board Listing Rules
45Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 7: Glossary
TermDefinition
Material Adverse
Change
means a matter, event, condition or change in circumstances or thing which
occurs or is announced or is discovered on or after 17 August 2025 (each a
Specified Event) and which individually, or when aggregated with all other
Specified Events:
(a) reduces or is likely to reduce the consolidated net assets of the Comvita
Group from the consolidated net assets disclosed in the FY25 Financial
Statements by more than NZ$10 million (excluding any non-cash
impairment); or
(b) reduces or is likely to reduce the pre-IFRS 16 EBIT of the Comvita Group
by more than NZ$5 million against the Modelled EBIT in: (i) the financial
year ended 30 June 2025; or (ii) the financial year ended 30 June 2026;
or (iii) the financial year ended 30 June 2027; or
(c) in aggregate reduces or is likely to reduce the pre-IFRS 16 EBIT of the
Comvita Group by more than NZ$7.5 million against the aggregate
Modelled EBIT in the period commencing 1 July 2024 to 30 June 2027 (in
each case inclusive of those dates),
determined after excluding any out-of-pocket costs and other matters,
events and circumstances, each as described in the definition of Material
Adverse Change in the Scheme Implementation Agreement
MPMSmeans MUFG Pension & Market Services (NZ) Limited, being Comvita’s
share registrar
Notice of Meetingmeans the notice of the special meeting of Shareholders set out in section
2 (Notice of Meeting) of this Scheme Booklet
NZX means NZX Limited (NZCN 1266120)
NZX Main Boardmeans the main board equity security market operated by NZX
Performance Share
Rights
means all rights to acquire 109,487 Comvita Shares held by employees or
officers of the Comvita Group in accordance with the Performance Share
Rights Scheme, and “PSR” shall have the same meaning
Performance Share
Rights Scheme
means the Comvita performance share rights plan
Prescribed Occurrencemeans the occurrence of any of the events listed in Schedule 1 of the
Scheme Implementation Agreement other than an event agreed to by
Florenz in writing
Procedural Notesmeans the notes set out under the heading entitled “Procedural Notes” in
section 2 (Notice of Meeting) of this Scheme Booklet
Recommendationmeans the recommendation given by each Director recommending that
Scheme Shareholders vote in favour of the Scheme
Registermeans the Comvita Share register maintained by MPMS on behalf of
Comvita
Related Companyhas the meaning given that term in section 2(3) of the Companies Act,
provided that, for this purpose, references to “company” in that section will
extend to any body corporate wherever incorporated or registered
46Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 7: Glossary
TermDefinition
Representativemeans in relation to a person any director, officer, employee or agent of, and
any accountant, auditor, financier, financial adviser, legal adviser, technical
adviser or other expert adviser or consultant to, that person
Reverse Break Feemeans NZ$565,000 plus GST, if any
Scheme Bookletmeans this document together with its annexures
Scheme Considerationmeans a cash amount of NZ$0.80 per Comvita Share, (reduced by the
per Comvita Share value of any dividends or other distribution (within the
meaning of the Companies Act), the record date for which falls in the period
from 17 August 2025 to (and including) the Scheme Implementation Date),
payable to Scheme Shareholders on the Scheme Implementation Date
Scheme
Implementation
Agreement
means the scheme implementation agreement between Comvita and
Florenz dated 17 August 2025 (as may be amended from time to time) a
copy of which is available on www.comvita.co.nz/pages/investor-centre
Scheme
Implementation Date
means the day on which the Scheme is to be implemented, being two
Business Days after the Scheme Record Date, or such other date agreed
between Comvita and Florenz in writing
Scheme Meetingmeans the meeting of Shareholders ordered by the High Court to be
convened in respect of the Scheme (and includes any adjournment of that
meeting)
Scheme or Scheme of
Arrangement
means a scheme of arrangement under Part 15 of the Companies Act
under which all of the Comvita Shares held by Scheme Shareholders will
be transferred to Florenz and the Scheme Shareholders will be entitled to
receive the Scheme Consideration, in accordance with the Scheme Plan
attached as Annexure B (Scheme Plan) of this Scheme Booklet, subject
to any amendment or modification made pursuant to section 236 of the
Companies Act
Scheme Record Datemeans 5.00pm on the date which is three Business Days after the Trading
Halt Date
Scheme Resolutionmeans the special resolution set out in the Notice of Meeting set out in
section 2 (Notice of Meeting) of this Scheme Booklet
Scheme Shareholdermeans each person who is registered in the Register as the holder of one or
more Comvita Shares at the Scheme Record Date
Senior Managerfor the purposes of this Scheme Booklet, means Karl Gradon (Chief
Executive Officer) and Nigel Greenwood (Chief Financial Officer)
Shareholdermeans each person registered in the Register as a holder of Comvita Shares
Specified Eventhas the meaning given to that term in the definition of Material Adverse
Change
47Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 7: Glossary
TermDefinition
Superior Proposalmeans a written bona fide Competing Proposal received after the date of
the Scheme Implementation Agreement that:
(a)
does no
t result from a breach by Comvita of any of its obligations under
clause 12 of the Scheme Implementation Agreement, or from any act by
a member of the Comvita Group or its Representatives which, if done by
Comvita, would constitute a breach of clause 12 by Comvita; and
(b) the Board determines, acting in good faith and after having taken advice
from its external financial and legal advisers:
•
is r
easonably capable of being value and implemented, taking
into account all aspects of the Competing Proposal, including its
conditions precedent, timing considerations, the nature and amount
of the consideration payable and the identity and financial condition
and capacity of the proponent, any regulatory requirements or
obligations applying to it and any other matters affecting the
implementation (including any matters affecting probability of
implementation occurring or the level of certainty in respect of any
required funding) of the Competing Proposal (together, the relevant
aspects); and
•
assuming it is c
ompleted substantially in accordance with its
terms, is more favourable to Shareholders as a whole than the
Scheme (if applicable, as amended or varied under any Counter
Proposal provided under clause 12.8 of the Scheme Implementation
Agreement), taking into account all the terms and conditions and the
other relevant aspects of the Competing Proposal and the Scheme.
Takeovers Codemeans the Takeovers Code recorded in the Takeovers Regulations 2000,
including any applicable exemption granted by the Takeovers Panel
Third Partymeans a person other than a member of the Florenz Group
Trading Halt Datemeans the date on which NZX suspends trading in Comvita Shares as
procured by Comvita in accordance with the Scheme Implementation
Agreement
Voting Commitmentmeans each Director undertakes to vote, or procure the voting of, all
Comvita Shares held or controlled by him or her in favour of the Scheme,
subject to no Superior Proposal having been received by Comvita
Voting Commitment
Agreement
means an agreement entered into by a Shareholder under which that
Shareholder agrees to vote in favour of the Scheme
Voting Eligibility Datemeans the time for determining eligibility to vote at the Scheme Meeting,
being 5.00pm on 12 November 2025 or, if the Scheme Meeting is adjourned,
being 5.00pm on the day which is two Business Days before the adjourned
meeting time for the Scheme Meeting
Voting/Proxy Formmeans the voting and proxy form which accompanies this Scheme Booklet
VWAPhas the meaning given to that term in section 3.5 (
Reasons to vote in favour
of the Scheme) of this Scheme Booklet
48Comvita Limited Notice of Meeting and Scheme Booklet
SECTION 7: Glossary
ANNEXURE A.
Independent
Adviser’s Report
INDEPENDENT REPORT IN RELATION TO THE SCHEME OF ARRANGEMENT FOR
THE ACQUISITION OF ALL OF THE SHARES IN COMVITA LIMITED
Grant Samuel confirms that it:
§ has no conflict of interest that could affect its ability to provide an unbiased report; and
§ has no direct or indirect pecuniary or other interest in the proposed transaction considered in this report, including any success
or contingency fee or remuneration, other than to receive the cash fee for providing this report.
Grant Samuel has satisfied the Takeovers Panel, on the basis of the material provided to the Takeovers Panel, that it is independent
under the Takeovers Code for the purposes of preparing this report.
GRANT SAMUEL & ASSOCIATES LIMITED
SEPTEMBER 202 5
Proposed Acquisition of Comvita Limited
1 Introduction
Comvita Limited (Comvita or the Company) produces high quality Mānuka honey and other natural health
products. Comvita was founded in 1974 and started with a focus on developing products using ingredients
such as honey, propolis and royal jelly for their natural health benefits. Today Comvita is best known for its
UMF
TM
- certified Mānuka honey, which is used across a variety of applications.
From FY10 to FY18 Comvita achieved revenue and earnings growth. Comvita underperformed in FY19 and
FY20 and during this period net debt escalated to over $90 million. To address rising debt levels $50 million
of new equity was raised in FY20. Comvita enjoyed strong earnings again through to FY23, reflecting strong
demand for Comvita’s products, particularly in China and other Asian countries. In FY24 the fortunes of
Comvita began to change again as the industry faced headwinds with oversupply of honey, subdued
consumer demand and heightened competition. In 2024 Comvita reported an EBIT loss of $11.6 million
(excluding impairments). Net debt continued to rise to $95 million in August 2024, and in FY25 Comvita
reported an EBIT loss of $13.9 million (excluding impairments). A number of management efforts through
this period did not meet their objectives or deliver the expected returns, despite significant effort and
investment. These initiatives included investment in marketing and channel expansion (including the
acquisition of Singapore’s largest honey retailer HoneyWorld for approximately NZ$10.4 million). A profile
of Comvita’s net debt and key corporate events over the past eight years is set out below:
COMVITA’S HISTORICAL NET DEBT SINCE 2018
As the debt increased in recent years, Comvita breached its financial covenants
1
and came under increased
scrutiny from its banking syndicate (the Banking Syndicate). The Company responded by restructuring
operations to seek to reduce operating costs and sell excess inventory. However, these initiatives alone have
not been sufficient to address Comvita’s over gearing. Accordingly, the Comvita Board engaged independent
advisers and actively investigated options to recapitalise the Company. Options evaluated included the
divestment of the business to private equity or strategic trade buyers, the issue of subordinated debt and
the raising of new equity.
________________________________________________________________________________________________________________________________________________________
1
Comvita has received temporary covenant relief from its Banking Syndicate on several occasions since 30 June 2024.
91.8
88.9
15.5
4.6
25.5
53.4
79.7
62.4
0
10
20
30
40
50
60
70
80
90
100
Jun 18Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24Jun 25
Net debt ($m)
Comvita achieves
strong growth in
China and cash
flows reduce
debt
Builds inventory to secure supply and
invests in Honeyworld, Caravan Honey,
ERP system and Mānuka forests
Debt reduction
achieved
through release
of inventory
On 18 August 2025 Comvita announced that it had entered into a Scheme Implementation Agreement (SIA)
with Florenz Limited (Florenz) for Florenz to acquire 100% of the issued capital of Comvita for cash
consideration of $0.80 per share (the Scheme). Comvita’s Board advised that based on the work undertaken
with its advisers over the last 18 months, it believes there are no debt reducing alternatives that would
deliver the same transaction certainty as the Scheme and concluded that the Scheme is the best available
option.
The Scheme is to be implemented by way of a scheme of arrangement under the Companies Act between
Florenz and Comvita’s shareholders and is subject to several conditions, including:
§
Comvita shareholder approval;
§
approval of the Scheme by the New Zealand High Court; and
§
none of the following events occurring prior to the implementation of the Scheme:
• bank default or an event of insolvency;
• Comvita’s net debt not exceeding specified thresholds; and
• a material adverse change (MAC) event occurring.
Florenz and the Banking Syndicate have also separately entered into a deed (the Standstill Deed) whereby
the Banking Syndicate has agreed for the benefit of Florenz that it will not take enforcement action – in
respect to Comvita’s borrowings.
Although there is no legal requirement under the Companies Act or the Code for an Independent Adviser’s
Report as a result of the Scheme, the practice of the Takeovers Panel (except in very limited circumstances)
is to require the preparation of an Independent Adviser’s Report (similar to a Code Rule 21 report) before it
will consider issuing a final no-objection statement. Comvita will request that the Takeovers Panel issue a
no- objection statement in relation to the Scheme to present to the High Court to assist with its deliberations.
The Directors of Comvita have engaged Grant Samuel & Associates Limited (Grant Samuel) to prepare an
Independent Adviser’s Report on the merits of the Scheme. This executive summary contains a summary of
Grant Samuel’s main conclusions in relation to the merits of the Scheme and its assessment of the price being
offered to Comvita’s shareholders.
2 Key Merits
§
The Scheme price of $0.80 per share is within Grant Samuel’s assessed value range for Comvita shares
and represents a substantial premium for control.
Grant Samuel has valued the equity in Comvita in the range of $0.70 to $0.92 per share. This value
represents the value of 100% of the equity in the Company and incorporates a premium for control.
Grant Samuel’s valuation assumes that Comvita continues as a going concern and achieves the
projected turnaround in its financial performance. These assumptions are valid in the context of
assessing the offer price under the Scheme - but are by no means assured. Comvita shareholders need
to be cognisant of the following:
• for as long as Comvita is undercapitalised there will remain material uncertainty that it can continue
as a going concern;
• if Comvita was to undertake an equity raising to reduce debt, it would likely have to be heavily
discounted to be successful and be dilutive for any shareholder who did not participate on a pro rata
basis; and
• if Comvita continues to trade at a loss and in the absence of another restructuring event, the
likelihood of receivership or voluntary administration increases.
The Scheme price represents a premium of 67% relative to the closing price of $0.48 per share on 15
August 2025 - being the trading day prior to the announcement of the Scheme, and a premium of 56%
over the volume weighted average share price (VWAP) over the 90 trading days prior to the
announcement. Shares in a listed company normally trade at a discount to the underlying value of the
whole company. The premium is typically in the range 20-35%. The extent of the discount (if any)
depends on the specific circumstances of each company.
§
The likelihood of receiving a competing proposal to the Scheme on more favourable terms is low.
Comvita engaged financial advisers in late 2023 to assist with progressing an approach that was made
to the Company. Since this initial approach the financial advisers have been actively seeking interest
from the market which has resulted in several parties engaging in due diligence over the last 18 months.
The Scheme is an outcome of this process. Comvita has not received any unsolicited proposals since the
announcement of the Scheme in August 2025.
The SIA includes exclusivity provisions that effectively restrict Comvita from soliciting or otherwise
engaging with any party seeking to make a competing proposal to the Scheme until the earlier date of
24 December 2025 or the date on which the Scheme is either implemented or terminated. If an
unsolicited proposal is received, Comvita must notify and give Florenz the opportunity to match the
competing proposal. These exclusivity undertakings substantially lower the possibility that Comvita
shareholders will be presented with a competing proposal.
§
The Scheme will only be implemented if all the conditions are either satisfied or waived and Florenz
does not terminate the SIA.
The Scheme is subject to several conditions being satisfied (including shareholder approval).
The SIA can
also be terminated by Florenz in certain circumstances. The Scheme will be implemented if the
following occurs:
• Comvita shareholders approve the Scheme;
• all the other conditions are either satisfied or waived; and
• Florenz does not terminate the SIA.
If the Scheme is implemented Florenz will acquire all the Comvita shares on issue for cash consideration
of $0.80 per share and the Company will be delisted. The Scheme is not conditional on Commerce
Commission or Overseas Investment Office (OIO) approval, which if required would add further
uncertainty as to if and when a scheme of arrangement would be successfully implemented.
The Scheme will not be implemented if any one of the following occurs:
• Comvita shareholders do not approve the Scheme;
• one of the other conditions remains unsatisfied and is not waived; or
• Florenz terminates the SIA.
If the Scheme is not implemented Florenz will not acquire any Comvita shares and Comvita will have no
further obligation to Florenz. Comvita will remain owned by its existing shareholders and its shares will
remain listed on the NZX. No break fees will be payable by either Comvita or Florenz unless one of the
break fee triggers set out in the SIA has occurred.
As with any equity investment there are risks associated with the market in which Comvita operates.
Comvita’s key risks include exposure to the Mānuka honey sector that continues to endure the effects
of a significant oversupply of honey.
§
Comvita shareholders must vote in favour of the Scheme for it to be implemented.
Comvita has one class of shares, which are fully paid up ordinary shares with identical voting rights.
There are two interest classes (comprising associates of Florenz in one interest class, and all other
shareholders in the second interest class). The associates of Florenz hold 0.06% of the shares on issue
and have entered into Individual Voting Deed Polls where they have agreed to vote in favour of the
Scheme.
To approve the Scheme, it is necessary that both of the following voting thresholds are met:
• at least 75% of the votes cast by the shareholders in each interest class must be in favour of the
Scheme Resolution; and
• more than 50% of the total number of votes attached to all of the Comvita Shares that are able to
be cast must be in favour of the Scheme Resolution.
Comvita’s two largest shareholders, China Resources Enterprise and Li Wang, have committed to voting
in favour of implementing the Scheme. Both are long standing shareholders of Comvita and collectively
they own 18.38% of all the Comvita shares on issue.
§
If the Scheme is not implemented Comvita will need further accommodation from the Banking
Syndicate to give it the time needed to implement an alternative solution to reduce debt. There is
no assurance that the Banking Syndicate will agree to this.
The existence of a Standstill Deed between a bidder and the target’s banking syndicate is not common.
It is evidence of the uncertainty that exists over whether Comvita can continue as a going concern given
its current financial position. Importantly, the Standstill Deed was put in place at the request of Florenz
to give it the confidence to proceed given a scheme of arrangement takes some time to implement.
That does not necessarily mean that Comvita’s Banking Syndicate was otherwise going to take any
enforcement action against the Company in the absence of the Standstill Deed.
Comvita has agreed revised covenants with its Bank Syndicate that provide accommodations through
to the end of 2025 and an extension of its working capital facility to 31 January 2026. The Banking
Syndicate has taken these steps to enable Comvita time to create a solution that reduces its net debt.
Beyond the 31 December 2025 covenant test date Comvita is forecasting to breach future covenants
which, unless waived or renegotiated, could result in a requirement for Comvita to repay its borrowings.
While the Comvita Board believes a satisfactory resolution will be reached, it cannot be guaranteed that
such waivers or amendments will be obtained. A ny further accommodations by the Banking Syndicate
are highly likely to be conditional on Comvita agreeing to pursue a divestment strategy or a capital
raising process. Comvita shareholders need to be aware that continuing to pursue capital raising
solutions may come at a cost, not only in terms of the meaningful distraction for senior management,
but also as time passes the confidence in Comvita as an investment proposition may be compromised,
which creates uncertainty with existing customers, suppliers and employees.
3. Other Matters
Voting for or against the Scheme is a matter for individual shareholders based on their own view as to value
and future market conditions, risk profile, liquidity preference, portfolio strategy, tax position and other
factors. In particular, taxation consequences will vary widely across shareholders. These are investment
decisions upon which Grant Samuel does not offer an opinion and are independent of a decision on whether
to vote in favour of the Scheme. Shareholders should consult their own professional adviser in this regard.
This is a summary of Grant Samuel’s opinion. The full report from which this summary has been extracted is
attached and should be read in conjunction with this summary. A detailed assessment of the merits of the
Scheme is outlined in section 6 of this report. Grant Samuel’s opinion is to be considered as a whole.
Selecting portions of the analyses or factors considered by it, without considering all the factors and analyses
together, could create a misleading view of the process underlying the opinion. The preparation of an
opinion is a complex process and is not necessarily susceptible to partial analysis or summary.
GRANT SAMUEL & ASSOCIATES LIMITED
30 September 2025
TABLE OF CONTENTS
1 Terms of the Scheme ____________________________________________________________________ 1
1.1 Background ______________________________________________________________________ 1
1.2 Terms of the Scheme ______________________________________________________________ 2
1.3 Standstill Deed ___________________________________________________________________ 3
1.4 Profile of Florenz __________________________________________________________________ 3
2 Scope of the Report _____________________________________________________________________ 3
2.1 Purpose of the Report ______________________________________________________________ 4
2.2 Basis of Evaluation ________________________________________________________________ 5
2.3 Approach to Valuation _____________________________________________________________ 6
3 Industry Overview ______________________________________________________________________ 7
3.1 Overview of the Global Honey Industry ________________________________________________ 7
3.2 Overview of the New Zealand Honey Export Industry _____________________________________ 7
3.3 Overview of Supply _______________________________________________________________ 11
3.4 Overview of Key Mānuka Honey Exporters ____________________________________________ 12
3.5 Industry Outlook _________________________________________________________________ 13
4 Profile of Comvita _____________________________________________________________________ 14
4.1 History _________________________________________________________________________ 14
4.2 Operations ______________________________________________________________________ 15
4.3 Products _______________________________________________________________________ 16
4.4 Sales Channels ___________________________________________________________________ 17
4.5 Markets ________________________________________________________________________ 17
4.6 Historical Financial Performance ____________________________________________________ 18
4.7 Forecast Financial Performance _____________________________________________________ 22
4.8 Financial Position ________________________________________________________________ 26
4.9 Cash Flows ______________________________________________________________________ 28
4.10 Capital Structure and Ownership ____________________________________________________ 29
4.11 Share Price Performance and Liquidity ________________________________________________ 31
5 Valuation of Comvita ___________________________________________________________________ 33
5.1 Methodology ____________________________________________________________________ 33
5.2 Summary _______________________________________________________________________ 34
5.3 Earnings Multiple Analysis _________________________________________________________ 37
6 Merits of the Scheme ___________________________________________________________________ 40
6.1 The value of the Scheme ___________________________________________________________ 40
6.2 The timing and circumstances surrounding the Scheme __________________________________ 41
6.3 Possible outcomes of the Scheme ___________________________________________________ 41
6.4 Factors affecting the outcome of the Scheme __________________________________________ 42
6.5 Other merits of the Scheme ________________________________________________________ 43
6.6 Consequences if the Scheme is rejected ______________________________________________ 44
6.7 Likelihood of alternative offers ______________________________________________________ 46
6.8 Voting for or against the Scheme ____________________________________________________ 47
GLOSSARY
TERM DEFINITION
AMS Apiary Management System
Apiter Apiter S.A.
Beekeepers Registered beekeeping enterprises
Caravan Caravan Honey Company
CEES Scheme Comvita Exempt Employee Share Scheme
China Resources China Resources Ng Fung Limited
Code The Takeovers Code
Companies Act Companies Act 1993
Comvita or the Company Comvita Limited
DCF Discounted cash flow
EBIT Earnings before interest and tax
EBITDA
Earnings before interest, tax, depreciation and amortisation
EMEA Europe, the Middle East and Africa
Florenz Florenz Limited
FY2X Financial year ended or ending 30 June 202X
Grant Samuel Grant Samuel and Associates Limited
Greater China Mainland China, Hong Kong and Taiwan
IPO Initial public offering
LSPLS Leader Share Purchase & Loan Scheme
MAC Material Adverse Change
Medibee Medibee Apiaries Pty Limited
MPI Ministry of Primary Industries
NTA Net tangible asset
NZX New Zealand Stock Exchange
OIO Overseas Investment Office
PSR Performance Share Rights
R&D Research and development
RBNZ Reserve Bank of New Zealand
Scheme
The scheme of arrangement between Comvita and Florenz
SIA Scheme Implementation Agreement
Standstill Deed Agreement whereby the Banking Syndicate will not take any enforcement action.
Standstill Period The period ending on the earlier of 31 January 2026 and the date the Scheme is either implemented or
terminated
TERP Theoretical ex-rights closing share price
UMF Unique Mānuka Factor, a rating system that certifies the quality of Mānuka honey
VWAP Volume weighted average share price
WACC Weighted Average Cost of Capital
1
1 Terms of the Scheme
1.1 Background
Comvita Limited (Comvita or the Company) produces high quality Mānuka honey and other natural health
products. Comvita was founded in 1974 and started with a focus on developing products using ingredients
such as honey, propolis and royal jelly for their natural health benefits. Today Comvita is best known for its
UMF
TM
- certified Mānuka honey, which is used across a variety of applications.
From FY10 to FY18 Comvita achieved revenue and earnings growth. Comvita underperformed in FY19 and
FY20 and during this period net debt escalated to over $90 million. To address rising debt levels $50 million
of new equity was raised in FY20. Comvita enjoyed strong earnings again through to FY23, reflecting strong
demand for Comvita’s products, particularly in China and other Asian countries. In FY24 the fortunes of
Comvita began to change again as the industry faced headwinds with oversupply of honey, subdued
consumer demand and heightened competition. In 2024 Comvita reported an EBIT loss of $11.6 million
(excluding impairments). Net debt continued to rise to $95 million in August 2024, and in FY25 Comvita
reported an EBIT loss of $13.9 million (excluding impairments). A number of management efforts through
this period did not meet their objectives or deliver the expected returns, despite significant effort and
investment. These initiatives included investment in marketing and channel expansion (including the
acquisition of Singapore’s largest honey retailer HoneyWorld for approximately NZ$10.4 million). A profile
of Comvita’s net debt and key corporate events over the past eight years is set out below:
COMVITA’S HISTORICAL NET DEBT SINCE 2018
As the debt increased in recent years, Comvita breached its financial covenants
2
and came under increased
scrutiny from its banking syndicate (the Banking Syndicate). The Company responded by restructuring
operations to seek to reduce operating costs and sell excess inventory. However, these initiatives alone have
not been sufficient to address Comvita’s over gearing. Accordingly, the Comvita Board engaged independent
advisers and actively investigated options to recapitalise the Company. Options evaluated included the
divestment of the business to private equity or strategic trade buyers, the issue of subordinated debt and
the raising of new equity.
________________________________________________________________________________________________________________________________________________________
2
Comvita has received temporary covenant relief from its Banking Syndicate on several occasions since 30 June 2024.
91.8
88.9
15.5
4.6
25.5
53.4
79.7
62.4
0
10
20
30
40
50
60
70
80
90
100
Jun 18Jun 19Jun 20Jun 21Jun 22Jun 23Jun 24Jun 25
Net debt ($m)
Comvita achieves
strong growth in
China and cash
flows reduce
debt
Builds inventory to secure supply and
invests in Honeyworld, Caravan Honey,
ERP system and Mānuka forests
Debt reduction
achieved
through release
of inventory
2
On 18 August 2025 Comvita announced that it had entered into a Scheme Implementation Agreement (SIA)
with Florenz Limited (Florenz) for Florenz to acquire 100% of the issued capital of Comvita for cash
consideration of $0.80 per share (the Scheme). Comvita’s Board advised that based on the work undertaken
with its advisers over the last 18 months, it believes there are no debt reducing alternatives that would deliver
the same transaction certainty as the Scheme and concluded that the Scheme is the best available option.
1.2 Terms of the Scheme
The Scheme is to be implemented by way of a scheme of arrangement under the Companies Act between
Florenz and Comvita’s shareholders and is subject to several conditions, including:
§
Comvita shareholder approval;
§
approval of the Scheme by the New Zealand High Court; and
§
none of the following events occurring prior to the implementation of the Scheme:
• bank default or an event of insolvency;
• Comvita’s net debt not exceeding specified thresholds (which start at $74 million and reduce to $67
million from December 2025); and
• a material adverse change (MAC) event occurs that reduces or is likely to reduce either the carrying
value of net assets of Comvita by more than $10 million or its Pre-IFRS EBIT by more than $5 million.
The SIA also includes the following key terms:
§
Comvita is subject to an exclusivity period with Florenz until:
• the end date of 24 December 2025 (unless extended); or
• the Scheme is terminated or implemented; or
• a superior competing proposal is received and accepted by Comvita’s Directors (and Florenz has not
subsequently matched or provided a better proposal).
§
A break fee structure that provides for Comvita to pay a fee of $0.6 million if (amongst other things) a
Director of Comvita does not recommend the Scheme or if a competing transaction is announced and
completed.
The full list of terms and conditions to the Scheme are set out in the Scheme Booklet.
3
1.3 Standstill Deed
Florenz and the Banking Syndicate have also separately entered into a deed (the Standstill Deed) whereby
for the period ending on the earlier of 31 January 2026, the date the Scheme is either implemented or
terminated or the date a bank terminates the Standstill Deed in accordance with its terms following a period
of consultation with Florenz (the Standstill Period) the Banking Syndicate has agreed for the benefit of
Florenz that it will not take the following enforcement actions:
§
demand, accelerate or cancel the bank facilities or take any action to enforce any guarantee;
§
declare that all or part of the borrowings under the bank facilities be immediately due and payable or
payable on demand;
§
close out or set off under any hedging arrangements that are in place;
§
decline to make or renew a loan or make demand under any facility which is on demand; and
§
take any action to enforce any security held.
1.4 Profile of Florenz
Florenz is a subsidiary of Christchurch-based investment business Masthead Limited (Masthead). Masthead
is the Stewart family investment vehicle which has generated wealth from a range of businesses and property
investments including petfood manufacturing firm Ziwi. Florenz was established in 2021 to develop New
Zealand’s largest health and wellness export business which now includes ownership or investment in the
following brands:
§
Wedderspoon Organic – a top-selling Mānuka honey wellness brand in North America with products
including honey, lip balms and lozenges.
§
Xtend-Life – a vitamins and supplements exporter.
§
2before Performance Nutrition – a pre-workout solution derived from New Zealand blackcurrants.
§
Dry Food New Zealand – a manufacturing specialist in nutraceutical and functional food ingredients,
offering end-to-end services from drying to packing.
§
Harker Herbals – a herbal remedies brand producing liquid herbal supplements.
2 Scope of the Report
2.1 Purpose of the Report
The Directors of Comvita have engaged Grant Samuel to prepare an Independent Adviser’s Report on the
merits of the Scheme. Grant Samuel is independent of Comvita and Florenz and has no involvement with, or
interest in, the outcome of the Scheme. The Scheme is governed by the Companies Act and is required to be
approved by the High Court of New Zealand in order to proceed. The High Court will not approve a scheme
that affects the voting rights of a company unless:
§
it is satisfied that the shareholders of the company will not be adversely affected by the use of a scheme
rather than the Takeovers Code (Code) to effect the change involving the Code company; or
§
the Court is presented with a no-objection statement from the Takeovers Panel. The Takeovers Panel
will issue a No-objection Statement where it considers that an appropriate balance has been struck
between:
- alignment of the relevant scheme with what would be permitted under a Code offer; and
- the inherent flexibility of schemes, bearing in mind the objectives of the Code and the respective
roles of the Court and the Takeovers Panel.
Accordingly, when considering whether to give a No-objection Statement, the Takeovers Panel will
consider:
- whether all material information relating to the Scheme has been disclosed to shareholders;
- whether the standard of disclosure to shareholders is of the standard that would be required by
the Code in a Code-regulated transaction (or is otherwise appropriate in the circumstances);
- whether interest classes of shareholders have been composed appropriately;
- whether the protections available to shareholders (and other equity security holders) under the
Code and/or the Takeovers Act 1993 (the Takeovers Act) (or equivalents to those protections) have
been provided for under or in connection with the Scheme; and
- such other factors as the Takeovers Panel considers to be applicable in the relevant circumstances
bearing in mind the respective roles of the Takeovers Panel and the Court.
Comvita is a Code company under the Code. Although the provisions of the Code do not apply to schemes
of arrangement once the final orders are issued by the High Court, the practice of the Takeovers Panel (which
is responsible for administering and enforcing the Code) is to conduct a review to establish whether it
considers appropriate information is placed before a Code company’s shareholders when they are being
asked to consider granting a no-objection statement in respect of a proposed scheme of arrangement.
Although there is no legal requirement under the Companies Act or the Code for an Independent Adviser’s
Report as a result of the Scheme, the practice of the Takeovers Panel (except in very limited circumstances)
is to require the preparation of an Independent Adviser’s Report (similar to a Code Rule 21 report) before it
will consider issuing a final no-objection statement.
Rule 21 of the Code requires the Independent Adviser to report on the merits of an offer. The term “merits”
has no definition either in the Code itself or in any statute dealing with securities or commercial law in New
Zealand. While the Code does not prescribe a meaning of the term “merit”, the Takeovers Panel has
interpreted the word “merits” to include both positives and negatives in respect of a transaction.
5
A copy of this report will accompany the Scheme Booklet and it will be sent to all of Comvita’s shareholders.
This report is for the benefit of the shareholders of Comvita and for the benefit of the High Court.
3
The report
should not be used for any purpose other than as an expression of Grant Samuel’s opinion as to the merits
of the Scheme. This report should be read in conjunction with the Qualifications, Declarations and Consents
outlined in Appendix E.
This report has been prepared without taking into account the objectives, financial situation or needs of
individual Comvita shareholders. Accordingly, before acting in relation to their investment, shareholders
should consider the appropriateness of the advice having regard to their own objectives, financial situation
or needs. Shareholders should read the Scheme Booklet issued by Comvita in relation to the Scheme.
Voting for or against the Scheme is a matter for individual shareholders based on their views as to value and
business strategy, their expectations about future economic and market conditions and their particular
circumstances including risk profile, liquidity preference, investment strategy, portfolio structure and tax
position. Shareholders who are in doubt as to the action they should take in relation to the Scheme should
consult their own professional adviser.
Similarly, it is a matter for individual shareholders as to whether to buy, hold or sell securities in Comvita.
These are investment decisions upon which Grant Samuel does not offer an opinion and are independent of
a decision on whether to vote for or against the Scheme. Shareholders should consult their own professional
adviser in this regard.
2.2 Basis of Evaluation
Grant Samuel has evaluated the Scheme by reviewing the following factors:
§
the terms of the Scheme;
§
the potential impact of the Scheme on the ownership and control of Comvita;
§
the estimated value range of Comvita and the price of the Scheme when compared to the estimated
value range;
§
the likelihood of an alternative offer and alternative transactions that could realise fair value for
Comvita shareholders;
§
the likely market price of Comvita shares in the absence of the Scheme;
§
any advantages or disadvantages for Comvita shareholders of accepting or rejecting the Scheme;
§
the current trading conditions for Comvita;
§
the timing and circumstances surrounding the Scheme; and
§
the attractions and risks of Comvita’s business.
Grant Samuel’s opinion is to be considered as a whole. Selecting portions of the analyses or factors
considered by it, without considering all the factors and analyses together, could create a misleading view of
the process underlying the opinion. The preparation of an opinion is a complex process and is not necessarily
susceptible to partial analysis or summary.
________________________________________________________________________________________________________________________________________________________
3
Under section 236(2)(c) of the Companies Act.
2.3 Approach to Valuation
If the Scheme is approved by Comvita’s shareholders and if all other conditions are satisfied or waived (to
the extent capable of waiver) and the SIA is not otherwise terminated, the Scheme will be implemented and
100% of the shares in Comvita would be acquired by Florenz. Comvita’s shares would be delisted in that
circumstance. The Scheme therefore is similar to a full takeover in economic effect and intention that it
represents a potential change of control event. Consistent with the valuation principles Grant Samuel applies
to the assessment of a full or partial takeover offer, the value assessment under a scheme of arrangement
where control of the company could change should also be of the full underlying value of the company.
7
3 Industry Overview
3.1 Overview of the Global Honey Industry
The global honey market had an estimated size of approximately US$9.4 billion (NZ$15.8 billion) in 2024.
Global honey consumption has grown over time and the industry is forecast to grow to more than US$13
billion (NZ$20 billion) by 2030, driven by more consumers using honey as a natural sweetener with known
positive health attributes.
4
3.2 Overview of the New Zealand Honey Export Industry
New Zealand is the second largest honey exporter by value globally after China, with exports of
approximately 11,200 tonnes with a total value of NZ$427 million for the year to 30 June 2025. New Zealand
is characterised by exporting a relatively small amount of honey at high prices. New Zealand exports three
primary categories of honey:
§
Monofloral Mānuka. Monofloral Mānuka honey is defined as a product by the Ministry of Primary
Industries (MPI) in New Zealand. A combination of five attributes (four chemicals and one DNA marker
from Mānuka pollen) are required to authenticate monofloral Mānuka honey.
§
Multifloral Mānuka. The authentication test for Multifloral Mānuka honey requires all the same five
attributes for Monofloral Mānuka honey to be met, but with lower thresholds for the chemical tests.
§
Non -Mānuka. Non-Mānuka honey comprises honey that has not met the MPI tests including clover and
other honey types.
Mānuka honey is sold using several ratings systems, each highlighting the different quality and potency
measures. The most common are:
§
Unique Mānuka Factor (UMF) rating, a quality trademark used to measure the potency, authenticity,
purity, shelf life and freshness of Mānuka honey from New Zealand. It is issued by the UMF Honey
Association and indicates the concentration of key signature compounds that give Mānuka honey its
distinctive antibacterial properties. The higher the UMF number (e.g. UMF 5+, 10+,15+, 20+, 25+), the
stronger the honey’s antibacterial qualities.
§
MGO rating. This is a simple numerical indicator (e.g. MGO 100, MGO 400). MGO 400 means 400
milligrams of methylgloxal per kilogram of honey. Methylgloxal is the main compound associated with
antibacterial activity.
There are a range of other ratings systems including KFactor (developed by Wedderspoon) and Non-Peroxide
Activity (NPA). Products are commonly sold with a combination of ratings such as both a UMF and MGO
rating. The lack of a single, universally accepted rating system for Mānuka honey has been highlighted as a
significant issue by industry experts, consumer advocates and regulatory bodies.
________________________________________________________________________________________________________________________________________________________
4
Source: Fortune Business Insights Industry Report.
The following table provides a breakdown of the volume and value of New Zealand honey exports:
OVERVIEW OF NEW ZEALAND HONEY EXPORTS BY CATEGORY FOR YEAR TO JUNE 2025
CATEGORY
EXPORT
VOLUME -
TONNES
% OF TOTAL
EXPORT
VOLUME
EXPORT VALUE
- NZ$MILLIONS
% OF TOTAL
EXPORT
VALUE
AVERAGE
VALUE PER KG
(NZ$/KG)
Monofloral Mānuka - UMF 7,546 67% 344 81% $45.5
Multifloral Mānuka 2,366 21% 57 13% $23.9
Non-Mānuka 1,288 12% 26 6% $20.5
Total 11,200
100%
427
100% $41.0
Source: Ministry of Primary Industries Honey Industry Statistics.
Mānuka honey attracts a premium price due to its unique antibacterial properties. Mānuka and related
species only occur in New Zealand and small parts of Australia. High grade Mānuka honey is primarily
produced in the North Island.
The New Zealand honey industry has a complex ecosystem of suppliers and service providers involved in
honey production (i.e. beekeepers), trading, packing and sales. It is estimated that there are approximately
1,600 businesses involved in the New Zealand honey industry.
The following chart provides a breakdown of New Zealand honey export revenues by destination as a
percentage of total export revenues:
NEW ZEALAND HONEY EXPORT REVENUES BY DESTINATION - YEAR TO JUNE 2025 (% OF TOTAL)
Source: Ministry of Primary Industries Honey Industry Statistics.
USA
26%
Europe
15%
China & Hong Kong
14%
United Kingdom
13%
Japan & Korea
13%
Australia
7%
South East Asia
4%
Other countries
8%
The following graph shows the historical trend in the volume of honey exported by category for the years
ended June 2021 to 2025
NEW ZEALAND HONEY EXPORT VOLUMES BY PRODUCT TYPE - JUNE 2021 TO 2025 (TONNES)
Source: Ministry of Primary Industries Honey Industry Statistics.
Export volumes increased by approximately 1,000 tonnes in the year to June 2025, representing growth of
9.8%. This was largely driven by an increase in Mānuka honey export volume. The proportion of monofloral
Mānuka has increased from 53% in 2021 to 67% in 2025. If measured on a value basis monofloral Mānuka
represents approximately 80% of total export values.
The following chart shows the average export value by product category from 2021 to 2025:
AVERAGE EXPORT VALUES BY PRODUCT TYPE - JUNE 2021 TO 2025 ($ PER KG)
Source: Ministry of Primary Industries Honey Industry Statistics.
Honey export prices have been trending downwards with the average export price for mono-floral Mānuka
honey decreasing from $53.8 per kg in 2022 to $45.5 per kg in 2025.
6,598
6,271
6,030
6,621
7,546
3,058
2,696
2,262
2,100
2,366
2,712
2,100
1,546
1,482
1,288
12,368
11,067
9,838
10,203
11,201
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
20212022202320242025
Tonnes of honey exported
Manuka Monofloral UMFManuka MultifloralNon Manuka
$51.7
$53.8
$47.3
$51.5
$45.5
$29.3
$26.2
$26.4
$22.9
$23.9
$17.5
$21.2
$21.4
$19.7
$20.5
$0.0
$10.0
$20.0
$30.0
$40.0
$50.0
$60.0
20212022202320242025
$ Per Kg
Manuka Monofloral UMFManuka MultifloralNon Manuka
10
The following chart shows the trend in export volumes for the five largest export markets for mono-floral
Mānuka honey. These five export markets typically account for approximately 90% of total export volumes
of Mānuka honey.
MONO-FLORAL MĀNUKA EXPORT VOLUMES FOR KEY MARKETS BETWEEN 2021 AND 2025
A profile of the key export markets is outlined below:
KEY EXPORT MARKETS
YEAR COMMENTS
USA § The USA has been the largest and fastest growing market for mono-floral Mānuka honey - increasing from
approximately 1,500 tonnes in 2022 to 2,125 tonnes in 2025.
§ The USA is a growing honey market with falling domestic production but growing imports and domestic
consumption.
§ The USA imports approximately 200,000 tonnes of honey per annum with a total value of approximately
US$600 million. New Zealand exports account for approximately 1% of total import volumes but nearly 10%
of total import value.
§ US interest in and awareness of Mānuka honey continues to grow.
Europe § The volume exported to Europe increased in 2024 and 2025 following a declining trend in the prior two years.
§ Germany represents a significant proportion of European demand for Mānuka honey. Germany is a stable
market with growing awareness of Mānuka honey.
China &
Hong Kong
§ China has growing domestic production and flat domestic consumption.
§ New Zealand honey represents approximately 50% of import volume and 80% of total import value. Export
volumes of New Zealand honey to China have however been declining after reaching a peak in 2021.
UK § Exports to the UK exhibit some volatility with a rebound to higher volumes in 2025 of ~1,380 tonnes following
three years of lower volumes in the range of 840 - 8 80 tonnes.
§ UK is a growing honey market with increasing production, imports, exports and domestic consumption.
Japan &
Korea
§ Exports to Japan and Korea increased strongly in 2025.
§ Both markets are well established export markets for Mānuka honey.
Australia § Australia is regarded as a generally stable honey market with falling production offset by growing imports.
§ Australian interest in and awareness in Mānuka honey grew through to 2016 and has stabilised since then.
§ Australia imports approximately 9,000 tonnes of honey per annum with a total value of approximately US$40
million . New Zealand honey accounts for approximately 15% of total import volumes but more than 60% of
total import value.
0
500
1,000
1,500
2,000
2,500
USAEuropeChina & Hong KongUKJapan & KoreaAustralia
Tonnes of honey exported
20212022202320242025
11
3.3 Overview of Supply
Honey production is a function of the following key drivers:
§
the number of beekeepers;
§
the number of apiaries (or hive sites) managed by each beekeeper;
§
the average hives per apiary; and
§
honey yields.
As at October 2024 there were approximately 8,200 registered beekeeping enterprises (beekeepers) in New
Zealand with approximately 520,000 registered beehives. The beekeeping industry is highly fragmented with
approximately 87% of beekeepers being small operations (i.e. hobbyists), 9% being semi-commercial (<500
hives) and 2% being commercial operators (>500 hives). It is estimated that 5% of beekeepers account for
approximately 85% of the honey supply. The total number of beekeepers with more than 1,000 hives has
reduced from a peak of 188 at the end of 2019 to 113 at the end of 2024, a reduction of approximately 40%.
The decline in the number of commercial beekeepers and hive numbers is expected to continue in 2025.
Honey production has been progressively reducing from the peak of 27,000 tonnes in 2020, reflecting a
decreasing number of beekeepers, apiaries and hives per apiary. This trend has been driven by the low
wholesale price of honey caused by an excess supply coupled with reduced export demand. During the 2024
season approximately 17,500 tonnes of honey were produced - approximately 36% lower than 2020.
Honey yields vary dramatically by year based on factors such as regional weather and the number of hives
targeting Mānuka honey. The long run average production is approximately 28 kilograms per hive and this
has been consistent over time.
Every business involved in the honey industry supply chain from beekeepers to retailers have the potential
to hold honey as it has a long shelf life. Honey production volume in New Zealand has consistently been
larger than exports creating excess inter -year inventory. Industry analysts estimate there is still significant
honey remaining in inventory within the industry, estimated to be between 25,000 to 40,000 tonnes
5
. This
is equivalent to two or three times greater than New Zealand’s total exported volumes for 2025 of 11,200
tonnes. The inventory oversupply issue is believed to be concentrated in the UMF 10+ and above categories.
________________________________________________________________________________________________________________________________________________________
5
Coriolis – Future Directions for the New Zealand honey industry and pricing – March 2025
12
3.4 Overview of Key Mānuka Honey Exporters
Key exporters in the New Zealand honey industry are profiled below:
OVERVIEW OF KEY MĀNUKA HONEY EXPORTERS
ENTITY COMMENTS
Comvita § Refer section 4.
Mānuka Health § Founded in 2006 and based in Te Awamutu.
§ Has approximately 18,500 fully operational hives.
§ Reported revenues of NZ$110 million for its financial year ended 30 June 2024 (FY24), with 86% of
revenue coming from markets outside of Australia and New Zealand. In FY24, Mānuka Health generated
EBITDA (pre IFRS-16) of $19.3 million representing an EBITDA margin of 17.4%.
§ Key export regions are the USA and Europe.
§ Owned by Malaysia based Hong Leong Group, which acquired the business in 2018 for NZ$363 million
from Australian private equity firm Pacific Equity Partners (PEP).
Egmont Honey § Founded in 2015 and based in New Plymouth employing approximately 75 staff and exporting to 30
countries.
§ Has approximately 4,000 hives in native bush in South Taranaki.
§ Acquired by Chinese private equity firm Huatai International in April 2025 from Nestle.
HNZ Group
Holdings
§ Formed in 2015 and headquartered in Auckland.
§ Brands include Honey New Zealand and Mānuka Doctor.
§ Operations in New Zealand, Australia, the USA and the UK.
§ Approximately three quarters of revenue is from the UK and European markets.
§ Privately owned.
New Zealand
Honey Co
§ Founded in 2010 and headquartered in Tauranga.
§ Specialise in selling on global online marketplaces.
§ Privately owned.
§ Key export markets include the USA, Germany and the Middle East.
The Mānuka
Collective
(TMC)
§ TMC was established in 2022 with Perry Group acquiring Pure New Zealand Honey and combining it with
its honey business.
§ In 2023, TMC acquired Oha’s honey sales assets which were owned by Ngai Tahu. Ngai Tahu took a 35%
ownership in TMC.
Wedderspoon § Founded in 2005 and based in Pennsylvania, USA.
§ Mānuka honey is sourced from the New Zealand market.
§ Focused on the North American market with product sold in more than 23,000 stores in the USA.
§ Owned by Florenz which acquired the business in 2024.
The True Honey
Co
§ Established in 2014 and based in Napier.
§ Key export markets include Saudi Arabia where it distributes via a high-end pharmacy chain.
§ Focus on ultra-high grade Mānuka honey and premium brand positioning.
§ Privately owned.
13
3.5 Industry Outlook
The outlook for the Mānuka honey industry remains challenging, with the following contributing factors:
§
Oversupply of honey and low prices. A large amount of raw honey still exists in inventory as supply
continues to exceed demand. Clearing excess inventories has resulted in reduced prices in both the
wholesale and retail market as market participants compete aggressively to sell honey. Low prices are
likely to continue to persist until the excess inventory clears. The wholesale prices for low UMF Mānuka
honey is now close to that of non- Mānuka honey. The price for high UMF Mānuka honey has stabilised.
§
Continuing consolidation. The New Zealand honey sector is expected to continue to consolidate with
projections suggesting a long-term stabilisation of approximately 4,000 beekeepers with 35,000 to
40,000 apiaries and 350,000 to 500,000 hives. The key pressures driving consolidation are the
oversupply and depressed prices for lower grade Mānuka honey. Hive numbers are forecast at between
400,000 to 500,000 hives in 2025. Current apiary economics are considered unsustainable.
§
Increased export competition. The number of Mānuka honey exporters has grown significantly over
the last decade. This has led to increased competition in key export markets resulting in downwards
pressure on retail pricing. Heavy price discounting of Mānuka brands is continuing. There are low
barriers of entry for selling Mānuka honey products online which has led to a proliferation in the number
of brands offering Mānuka honey via ecommerce platforms. The increased availability of lower price
bulk Mānuka honey also means that an increasing proportion of Mānuka honey is being exported in
bulk and sold by overseas brands. Accordingly, the premium previously attached to Mānuka honey
products has for the time being at least, diminished.
§
Increasing bulk exports of Mānuka honey. The volume and value of bulk Mānuka honey exports has
increased as producers in New Zealand have sought to reduce their honey inventories. The average
price for bulk Mānuka honey has fallen from $43.6 per kg in 2019 to $26.8 per kg in 2024. The average
retail packed price has also reduced over the same period, but not as significantly, reducing from $55
per kg in 2019 to $53.6 per kg
6
. The larger differential between the wholesale and retail price has
increased the incentive for overseas companies to buy honey in bulk, process it overseas and sell it via
their own brands.
§
Growth in importance of large format retailers. Large format retailers such as Costco and Walmart are
becoming more interested in the Mānuka honey category. These retailers have large distribution
networks and sell products in high volumes. These channels represent an attractive opportunity for
New Zealand Mānuka honey brands to sell large volumes and generate strong cash flows. However,
competition for these opportunities is aggressive and the consequent pricing and margins are low
relative to other export markets.
§
Weaker honey demand in the Chinese market. Consumer sentiment in China remains weak. China has
historically been one of New Zealand’s largest export markets.
________________________________________________________________________________________________________________________________________________________
6
Statistics New Zealand
4 Profile of Comvita
4.1 History
A timeline of key events in Comvita’s history are outlined below:
KEY EVENTS IN COMVITA’S HISTORY
YEAR KEY EVENT
1974
§ Comvita founded by Claude Stratford and Alan Bougen.
2001
§ Comvita opens its first store in Hong Kong.
2003 § Comvita shares begin trading on the Alternative Board of the NZX.
§ Acquisition of the remaining 50% of Apimed Medical Honey, a medical honey company specialising in wound
dressings.
2004 § Comvita distributor opens its first store in China.
2005 § Acquisition of UK distributor - NZ Natural Foods.
2006 § Comvita begins trading on the main board of the NZX.
2011 § Full takeover offer made by Cerebos New Zealand Ltd and rejected by shareholders.
2013 § Acquisition of Queensland Olive estate to meet increasing demand for Comvita’s Olive Leaf Extract.
§ $9.0 million new equity investment in Comvita by its global Medihoney licensee, Derma Sciences Inc.
2014 § Acquisition of New Zealand Honey, one of New Zealand’s largest honey exporters for $12.3 million. NZ Honey had
annual sales of approximately $27 million.
2016 § Joint venture formed with Comvita’s long term distribution partner in China with Comvita taking 51% ownership.
§ $21.2 million equity placement with China Resources Ng Fung, bringing its shareholding to approximately 9.0%.
2017 § Comvita sells its Medihoney brand and related IP and goodwill to Derma Sciences for US$13.25 million (NZ$19
million) with a further US$5 million payable in earn outs. Comvita also sold its shares in Derma Sciences for
approximately NZ$11 million.
2018 § Acquisition of queen bee breeding operation Daykel Apiaries.
§ Implementation of Mānuka plantation strategy to plant approximately 1,650 hectares of land. Under the
arrangement Comvita agreed to harvest the honey for 25 years and enter into a long term lease for the land.
2019 § Acquisition of the remaining 49% shareholding of its China joint venture through the issue of new Comvita shares
and an additional cash payment of $3.2 million.
2020 § $50 million of new equity raised under a retail entitlement offer and institutional placement.
2023 § Acquisition of Singapore’s largest honey retailer HoneyWorld for approximately NZ$10.4 million. HoneyWorld
operated 18 retail outlets in Singapore.
§ Comvita achieves B-Corp certification.
2024 § Receipt of a non-binding indicative offer (NBIO) from an offshore party to acquire Comvita. The party subsequently
advised following due diligence that they would not proceed with the offer.
§ Due to the financial performance and level of borrowings Comvita received temporary covenant relief from its
Banking Syndicate.
§ CEO resigns.
2025 § CFO resigns.
§ New CEO appointed and commenced role in August 2025.
15
4.2 Operations
Comvita is a vertically integrated health and wellness brand. Comvita’s value chain is complex with an
extensive set of products, markets and sales channels. Comvita’s primary manufacturing, production and
administration facility is located in Paengaroa in the Bay of Plenty. Honey processing, formulation, research
and development (R&D) and the packaging of various healthcare supplements is undertaken at this facility.
All other product categories (medical, personal care and some functional food products) are produced by
contract manufacturers. The key components of Comvita’s operations are summarised below:
KEY AREAS OF OPERATIONS
Mānuka Source
§ Comvita is one of New Zealand’s largest native forestry owners.
§ Comvita has planted a total of 17 Mānuka forests since 2017. These Mānuka forests have approximately
6 million trees covering over 5,700 hectares of land.
§ Through extensive research and investment, Comvita’s Mānuka tree breeding programme has created a
robust and productive plant that is generating honey with high UMF levels.
Apiary team § Comvita manages over 21,000 hives across the North Island of New Zealand.
§ The apiary team manage the operations of the forests, hive sites and the honey extraction facility.
§ The team is supported by Comvita’s proprietary Apiary Management System (AMS) which collects data
and provides key operational metrics such as colony health and performance monitoring.
Key Facilities § Paengaroa, Bay of Plenty
o Honey production hub with two lines running four 10-hour shifts, with monthly capacity of 500,000
units
§ Te Awamutu
o Honey extraction plant.
§ Coominya, Queensland, Australia
o 160 hectare olive leaf farm with approximately 600,000 olive trees.
o Processing and manufacturing facility for Olive Leaf Extract.
Scientific
Research,
Testing and
Monitoring
§ 50+ years of research into the health properties of Mānuka honey.
§ Each batch of Mānuka honey undergoes a rigorous process of more than 30 quality tests.
§ End to end control with full traceability through the supply chain giving customers confidence in the
authenticity of the product and consistent product standards.
16
4.3 Products
Comvita has been successful in progressively extracting higher value from its honey raw material by
incorporating it as an ingredient in higher value products, such as medical and personal care products.
Mānuka honey is a stable product with a long shelf life of many years under controlled storage conditions.
This product feature allows Comvita to manage its inventory and supply demands with some confidence.
Comvita’s product range can be categorised into three distinct categories:
§
Functional foods. Comprises the manufacture and sale of Mānuka honey ranging from low to high grade
products.
§
Health Care. Comvita’s Health Care range includes Olive Leaf Complex, Propolis and cough, cold and flu
remedies.
§
Ingredients. Comvita supplies ingredients to other manufacturers of products that include Comvita
MediHoney w ound gel. Comvita MediHoney is known for its wound healing capabilities and was the
first honey in the world to receive approval from the Food and Drug Administration as a medical device
in the USA.
The following graph provides a breakdown of FY25 revenues by product type:
BREAKDOWN OF FY25 REVENUE BY PRODUCT TYPE (% OF TOTAL)
Source: Comvita Management
Functional foods
72%
Health Care
24%
Ingredients
4%
17
4.4 Sales Channels
Comvita uses multiple sales channels. A breakdown of FY25 sales by channel is outlined below:
BREAKDOWN OF FY25 SALES BY CHANNEL (% OF TOTAL)
Source: Comvita Management
Comvita has strong digital presence with approximately 32% of its sales being generated from ecommerce
platforms such as JD.com,Tmall and TikTok. Comvita also generates sales from approximately 50 of its own
retail stores and approximately 120 kiosks with locations primarily in China, Hong Kong, Singapore and Korea.
Comvita has key retail partnerships around the world including major big box retailers and pharmacy chains.
4.5 Markets
Comvita undertook its first export shipment in 1988 and subsequently expanded operations to Hong Kong,
China, Australia, the USA, Taiwan, Korea, UK, Europe, Middle East, Japan and Singapore. The international
expansion has occurred through acquisition, partnerships and new store openings. The following chart
provides a breakdown of Comvita’s FY25 revenues by key market.
BREAKDOWN OF FY25 REVENUE BY REGION ($ MILLION AND PERCENTAGE OF TOTAL)
Source: Comvita Management
Digital
32%
Retail Comvita
27%
Retail Partners
16%
Wholesale
7%
Distributor
9%
Other
9%
Greater China
$77.2m
40%
Rest of Asia
$43.3m
22%
Australia and New
Zealand
$31.5m
16%
North America
$28.7m
15%
Other markets
$11.6m
6%
18
4.6 Historical Financial Performance
Comvita’s historical financial performance for the years ended 30 June 2023 (FY23), 2024 (FY24) and 2025
(FY25) is summarised below.
HISTORICAL FINANCIAL PERFORMANCE ($ MILLIONS)
YEAR END 30 JUNE 2023A 2024A 2025A
Total Revenue 231.4 200.7 192.4
Change in revenue % 10.8% (13.3%) (4.1%)
Cost of sales (97.2) (91.8) (94.7)
Gross profit 134.3 108.9 97.8
Gross profit margin % 58.0% 54.3% 50.8%
Marketing expenses (30.5) (24.3) (17.5)
Selling and distribution expenses (54.2) (59.3) (61.2)
Software development expenses (2.9) (7.2) (2.8)
Administrative and other operating expenses (36.1) (34.9) (32.9)
Total Operating Expenses (123.7) (125.8) (114.4)
Other income 12.2 5.3 2.7
EBIT
7
22.8 (11.6) (13.9)
Net finance expenses (10. 1) (9.5) (8.0)
Profit/(loss) from equity investments (0.8) (0.9) -
Change in fair value of biological assets - 0.3 (3.5)
Inventory provisioning - - (15.1)
Impairment and asset write-downs - (64.2) (53.9)
Income tax benefit/(expense) (1.6) 5.4 (10.3)
NPAT 10.2 (80.4) (104.8)
Normalised Pre IFRS-16 Calculations
EBIT as per table above 22.8 (11.6) (13.9)
Add back: depreciation & amortisation 12.2 13.9 12.3
Less: fixed lease payments (5.8) (7.6) (8.2)
Add back: normalisation adjustments 0.9 7.8 5.9
Normalised EBITDA Pre IFRS-16 30.0 2.4 (4.0)
Normalised EBITDA margin % 13.0% 1.2% (2.1%)
Less: depreciation & amortisation (excluding right of use) (7.0) (7.4) (4.9)
Normalised EBIT Pre IFRS-16 23.0 (5.0) (8.9)
Source: Comvita Financial Statements
________________________________________________________________________________________________________________________________________________________
7
Excludes inventory provisions, p rofit/(loss) from equity investments, impairments and change in fair values of biological assets.
19
The following comments are relevant when reviewing the table above:
§
In December 2024 it was announced that there were accounting irregularities reported in Comvita’s
China subsidiary leading to misreporting of sales and accounts receivables during FY23 and FY24.
Comvita’s financial performance for FY23 and FY24 have been restated for these irregularities. The
restatement resulted in net profit after tax declining by $0.9 million and $3.0 million in FY23 and FY24
respectively.
§
The following table provides a breakdown of the sales by segment between FY23 and FY25.
SALES BY SEGMENT ($ MILLIONS)
YEAR END 30 JUNE 2023A 2024A 2025A
Greater China
106.3 86.6 77.2
Rest of Asia
31.8 36.6 43.3
North America
35.6 26.1 28.7
Australia and New Zealand
40.8 36.4 31.5
Europe, Middle East and Africa
5.9 3.6 3.3
Other segments
11.2 11.3 8.3
Total Sales 231.4 200.7 192.4
Source: Comvita
§
The following comments are relevant when reviewing the table above:
• Greater China. The Greater China market has become progressively weaker with lower demand
for Comvita’s products. Management believe Comvita is well placed to achieve growth in revenue
and earnings when market conditions improve, although the short-term outlook remains weak.
• est of sia. Comvita has experienced a declining trend in net contribution
8
from this market
despite an increase in revenues from $31.8 million in FY23 to $43.3 million in FY25. HoneyWorld
was acquired at the beginning of FY24 and delivered incremental sales of $12.8 million, however
the net contribution during the first year of ownership was close to zero.
• orth merica. Comvita lost a substantial portion of an agreement with a large US Retailer at the
beginning of FY24 which largely explains the decrease in revenue from this market between FY23
and FY24. Comvita has recently re-signed another agreement with the US Retailer that is expected
to deliver significant revenue growth from this market - albeit at low margins.
• ustralia and ew ealand ;<. Revenue from this market has declined between FY23 and FY25
reflecting a decline in sales to tourists purchasing products for export or personal use.
• urope6 Middle ast = frica ;M<. Comvita restructured its business model in the UK and
Europe in FY25 moving to a distributor model. This market is now managed from New Zealand.
• Other ;Canada and other countries<. Other sales largely relate to the sale of bulk honey to Canada
and other international markets.
§
Comvita’s gross profit margin has declined from 58.0% in FY23 to 50.8% in FY25. The reduction in gross
profit margin reflects a range of factors including declining prices for Comvita’s products driven by
increased competition, the impact of higher priced honey due to long-term procurement commitments,
losses from the apiary and olive leaf operations and reduced volumes impacting overall utilisation and
recovery of fixed production costs. The cost of sales and gross profit have been adjusted in FY25 for the
$15.1 million inventory provision shown separately below EBIT to provide a more meaningful
comparison to the FY23 and FY24 results.
________________________________________________________________________________________________________________________________________________________
8
Net contribution captures revenues and direct expenses relating to the segment, excluding any allocation of Comvita’s corporate expenses
20
§
Marketing expenses increased from $15.5 million in FY20 to $30.5 million in FY23. Over the last two
financial years Comvita has reduced the level of marketing activities to align with lower revenues in key
markets.
§
Selling and distribution expenses have increased from $54.2 million in FY23 to $61.2 million in FY25.
The addition of HoneyWorld at the beginning of FY24 has added to the increase.
§
Software development expenses primarily relate to the ERP system.
§
Administrative and other operating expenses have reduced from $36.1 million in FY23 to $32.9 million
in FY25 as Comvita has reduced the size of its workforce to lower its operating expenses to seek to
counter the decline in revenue and gross margins.
§
Other income includes abnormal items and some recurring items. Income items of a recurring nature
include foreign exchange gains and losses, grant income and miscellaneous items.
§
Net finance expenses have reduced by $1.5 million in FY25 as debt levels and interest rates have
decreased.
§
In FY24 Comvita reported the impairment of intangible assets and investments, totalling $64.2 million
and included writing off:
• the goodwill and distribution network intangible asset that arose from the acquisition of the 49%
of Comvita’s joint venture in China in May 2019 and the goodwill arising on the acquisition of
HoneyWorld in July 2023. The impairment was made in June 2024 in response to the downturn in
consumer demand and forecast outlook of a period low growth in Asian markets.
• the carrying value of Comvita’s investment in:
- a manufacturing and distribution business in Apiter ($7.9 million) due to geopolitical unrest and
high inflation in Uruguay, which adversely impacted its revenue growth strategies;
- its USA based business start-up, Caravan Honey ($4.3 million) due to uncertainty in securing
the funding needed for further product development prior to its commercial launch;
- an apiary joint venture in Australia, Medibee ($4.4 million), with a liability being recognised for
the expected credit loss arising from the several guarantee given by Comvita to Medibee’s bank;
and
• the carrying value of software that will no longer be utilised following digital transformation.
In FY25 impairments and write-downs totalling $72.5 million were made. The extent of impairments
and additional provisions reflected the requirement to present net assets at fair value, with the Florenz
offer at $0.80 per share providing the most appropriate reference point for the fair value of the business.
The impairments and write-downs included:
• Apiary and Mānuka Forests impairment of $29.9 million due to the continued pricing pressures
due to oversupply;
• Remaining intangible assets were impaired including the HoneyWorld brand valued at $7.2 million;
• $15.7 million of impairments of fixed assets for cash generating units, reflecting the forecast
financial performance in key regions;
• $15.1 million of inventory provisioning to reduce the honey value to levels more aligned with
market values. This included specific provisions against some slow-moving stock; and
• $3.6 million reduction in the value of biological assets.
§
Grant Samuel has presented Comvita’s EBITDA on a Pre IFRS-16 basis to remove the impact of lease
payments which are captured within depreciation of right of use assets and interest expenses. Pre IFRS-
16 EBITDA is considered to represent a closer approximation of Comvita’s ungeared operating cash
21
flows before capital expenditures. The impact of abnormal income and expense items has also been
considered to derive a normalised level of EBITDA on a Pre IFRS-16 basis.
Earnings Normalisation Adjustments
§
Comvita has recognised several income and expense items across FY23 to FY25 which are considered
by management to be non-recurring or abnormal in nature. These items are summarised below and
are explained in further detail below the table:
EARNINGS NORMALISATIONS ($ MILLIONS)
2023 2024 2025
1) Cyclone Gabrielle insurance impacts (4.5) (1.7) (0.7)
2) HoneyWorld contingent consideration release - (0.8) (1.1)
3) One-off gain on sale of Makino - (1.4) -
4) Costs relating to assessment of NBIO - 1.9 -
5) Transformation related expenses 2.5 2.6 4.9
6) Development costs related to ERP 2.9 7.2 2.7
7) Other non-operating expenses - - 0.1
Total Normalisation Adjustments 0.9 7.8 5.9
Source: Comvita and Grant Samuel analysis
1. Comvita’s operations were impacted by Cyclone Gabrielle in February 2023. Comvita had material
damage and business interruption insurance. A total of $13.1 million of insurance proceeds were
received between FY23 and FY25 as well as losses on the disposal of property, plant & equipment
and inventories totalling $6.2 million. The net contribution totalling $6.9 million has been included
as a normalisation adjustment with the majority captured in FY23.
2. Comvita reversed the contingent liability payable to the vendors of HoneyWorld as the business has
not delivered the level of earnings required to achieve the contingent payments. The total amount
of the reversal was $1.9 million spread across FY24 and FY25.
3. Comvita recorded a one-off gain on sale during FY24 following the sale of its share of the Makino
Forest joint venture to the other 50% shareholder.
4. During FY24 Comvita incurred $1.9 million of expenses relating to the assessment of the NBIO
between February and May 2024.
5. Comvita recorded $10 million of transformation related expenses between FY23 and FY25.
Transformation expenses have included:
- FY25 ($4.9 million). This largely relates to employee related restructure costs including the
write down in the value of loans made to Comvita management in relation to share purchases;
- FY24 ($2.6 million). Comprised a range of items including costs associated with the
integration of HoneyWorld, consultancy, marketing and market research expenses; and
- FY23 ($2.5 million). Included a range of items including IT costs, sustainability and reporting
costs, production and supply chain costs, investment in direct sales channels across all
markets and one off consultancy and secondment expenses.
6. In FY23, Comvita commenced a digital transformation programme focused on upgrading its ERP
including sales, operating and reporting systems. All expenditure relating to this project have been
expensed when incurred. The costs between FY23 and FY25 total $12.8 million.
22
4.7 Forecast Financial Performance
Comvita’s forecast financial performance prepared by Comvita’s management for the years ending 30 June
2026 (FY26) and 2027 (FY27) and a comparison to FY25 actual results is summarised below:
FORECAST FINANCIAL PERFORMANCE ($ MILLIONS)
YEAR END 30 JUNE 2025A 2026F 2027F
Total Revenue 192.4 212.6 222.7
Change in revenue % (4.2%) 10.5% 4.8%
Cost of sales (94.7) (102.0) (104.8)
Gross profit 97.8 110.6 117.9
Gross profit margin % 50.8% 52.0% 52.9%
Marketing expenses (17.5) (19.7) (20.4)
Sales expenses (30.4) (29.9) (30.9)
Flourish & Transformation expenses (7.6) (1.3) (0.3)
Employee related expenses (37.1) (32.3) (35.1)
Other operating expenses (net of other income) (19.1) (14.4) (14.9)
Total Operating Expenses (net of other income) (111.7) (97.6) (101.6)
EBIT (13.9) 13.0 16.3
Interest expense (8.0) (4.1) (2.0)
Impairments, provisions and other asset write downs (72.5) - -
Income tax benefit/(expense) (10.3) (2.5) (4.0)
NPAT (104.8) 6.4 10.2
Normalised Pre IFRS-16 Calculations
EBIT per table above (13.9) 13.0 16.3
Add back: depreciation & amortisation 12.3 9.3 9.3
Less: lease payments (8.2) (8.9) (8.9)
Add back: normalisations 5.9 1.3 0.3
Normalised EBITDA Pre IFRS-16 (4.0) 14.7 17.0
Normalised EBITDA margin % (2.1%) 6.9% 7.6%
Less: depreciation & amortisation (excluding right of use) (4.9) (1.2) (1.2)
Normalised EBIT Pre IFRS-16 (8.9) 13.5 15.7
Source: Comvita Forecast Model
The following comments are relevant when reviewing the table above:
§
The following chart illustrates the key drivers between Normalised EBITDA (Pre IFRS-16) for FY25 and
the forecast for FY26. The total forecast increase is approximately $18.7 million.
23
NORMALISED EBITDA PRE IFRS-16 BRIDGE FROM FY25A TO FY26F ($MILLIONS)
§
Sales by segment for FY25 and the forecast for FY26 and FY27 is presented below.
SALES BY SEGMENT ($ MILLIONS)
YEAR END 30 JUNE 2025A 2026F 2027F
Greater China 77.2 74.6 76.3
Rest of sia 43.3 46.2 48.2
North merica 28.7 49.5 53.4
ustralia and Ne3 ealand 31.5 33.9 34.7
EME 3.3 2.6 3.2
Other segments 8.3 5.8 6.9
Total Sales 192.4 212.6 222.6
Source: Comvita
§
An overview of the outlook for each of Comvita’s key markets is set out below:
• Greater China:
- China. The economic slowdown and weak consumer sentiment is assumed to continue into
FY26. Comvita’s digital sales are forecast to remain flat and sales through Comvita’s stores
and to its retail grocery partners are forecast to decline.
- Hong Kong. Sales are forecast to decline by 6% in FY26 due to the subdued economy and
consumer sentiment impacting offline retail demand.
• Rest of Asia:
- Korea. The Korean market is forecast to remain stable with 4% sales growth forecast. The
Korean market has regulatory controls and a quota system which provides an element of
protection from competitors.
- Japan. Sales are forecast to increase by 12% driven by new customers, new product listings
and growing market penetration. Gross profit is forecast to improve driven by reduced duty
and foreign exchange.
- Southeast Asia. This market is forecast to improve driven by cost out initiatives including store
closures, a focus on margin improvements and sales growth using the HoneyWorld brand as
a lower priced, lower UMF brand to complement the Comvita brand at the premium end.
(4.0)
14.7
10.3
2.6
4.8
1.0
-5.0
0.0
5.0
10.0
15.0
20.0
25 Normalised
EBITD pre IR-16
Revenue gro3thGross margin SDecrease in
employee related
expenses
Decrease in other
expenses
26B Normalised
EBITD pre IR-16
Normalised EBITDA (Pre IFRS
-16) - $millions
• North America:
- A large retail customer in the US is forecast to deliver revenue growth of approximately $18
million but at low margins reflecting the large volume commitment. Outside of this
agreement other customers are forecast to contribute revenue growth supported by growing
sales in the natural health channel and stable sales across digital platforms.
• Australia and New Zealand:
- Domestic sales within Australia and New Zealand are forecast to achieve moderate growth
with margins forecast to remain stable. A recovery of sales and margins is forecast in the
cross-border distribution of products into Asia (i.e. Asian Health) with cost out initiatives and
a more favourable product mix forecast to deliver a material uplift in net contribution.
• EMEA:
- Overall net contribution is forecast to remain stable with a forecast reduction in sales being
offset by lower operating costs with the distribution model.
• Other.
- Reduction in the volume of bulk honey to Canada and other international markets.
§
Commentary regarding other key forecast assumptions is outlined below:
• Improvement in gross margin is supported by:
- Lower honey costs flowing from the apiary operations and favourable procurement of honey
in the market.
- The apiaries and Mānuka forest operations are forecast to achieve a breakeven profit level in
FY26 (compared with losses of $2.7 million in FY25). The FY26 apiaries forecast assumes an
average honey harvest season with a 22% increase in Mānuka honey volumes from the FY25
season which was lower due to cold weather conditions in the central North Island during the
honey season.
- Net reduction in other expenses of $0.7 million. This includes labour and other cost
recoveries, freight expenses and other variances.
• Decrease in employment expenses.
- This is driven by a reduction in Comvita’s workforce including a $1.8 million in employment
cost savings relating to the senior leadership team. The reduction also reflects the annualised
impact of the headcount reduction.
• Decrease in other expenses
- Primarily driven by lower administration expenses.
25
FY27 Forecast
§
Normalised EBITDA (pre IFRS-16) is forecast to increase by a further $2.3 million in FY27. The following
key assumptions have been adopted by management for the FY27 forecast:
• The China market is forecast to return to growth in FY27 with a 3.0% increase in sales. Local product
innovation by the Comvita team and growth at the top end of the premium product range has been
encouraging and supports Comvita’s view that margins can be improved in FY27.
• Hong Kong is assumed to remain flat in FY27 based on the maturity of the market.
• In North America, revenue is forecast to increase by 8%.
• Canada sales, supplying Medihoney is forecast to remain at $4.6 million, lower than historical levels
achieved.
• Gross profit margins by market for FY27 are forecast to remain in line with forecast margins for
FY26.
• Further honey pricing upside of $2.8 million has been forecast in cost of sales.
• Upside from the optimisation plan being implemented in Singapore as this is process has been
initiated and expected to deliver a $1.3 million net contribution upside from FY27 onwards.
• Other operating expenses are forecast to increase with an inflation factor of 3%.
• No opportunities that are yet to be initiated by 30 June 2025 have been included within the FY27
forecast.
26
4.8 Financial Position
Comvita’s restated financial position as at 30 June 2023 and 2024 and reported financial position as at 30
June 2025 is summarised below:
FINANCIAL POSITION ($ MILLIONS)
AS AT 30 JUNE
2023 2024
2025
Inventories 137.3 135.8 89.0
Trade receivables 36.6 28.6 21.7
Sundry receivables 9.3 12.1 9.2
Derivatives (0.7) 0.9 3.2
Trade & other payables (34.3) (28.0) (20.7)
Net Working Capital 148.2 149.4 102.5
Property, plant & equipment 72.9 72.0 28.7
Right of use (net liability) (0.9) (1.3) (10.5)
Intangible assets and goodwill 41.7 7.4 -
Biological assets 4.4 4.8 1.3
Deferred tax 3.1 9.3 -
Investments and loans to investees 16.3 - -
Net Operating Assets 286.5 241.6 121.9
Loans & borrowings (64.9) (87.9) (71.4)
Cash 11.6 8.2 9.0
Net bank debt (53.4) (79.7) (62.4)
Income tax payable (2.8) (0.5) (1.1)
Loans receivable from management 2.8 2.7 1.3
Medibee guarantee liability - (4.2) (4.8)
Insurance proceeds receivable 5.3 0.8 -
HoneyWorld deferred payable and contingent consideration - (4.0) -
Net assets 238.5 156.7 54.9
STATISTICS
Shares on issue at period end (million)
69.9 70.2 70.5
Gearing (net bank debt)
9
19% 33% 53%
Pre IFRS-16 EBITDA cover ratio
1.9 n.m. n.m.
NTA
10
per share
$2.77 $1.99 $0.78
Comvita Financial Statements and Grant Samuel analysis
The following comments are relevant when reviewing the table above:
§
As at 30 June 2025, Comvita had drawn debt facilities of $71.6 million of a total group facility of $94
million. Of the $94 million facility, $24 million is due to be renewed in January 2026 and $35 million in
March 2026. The $94 million syndicated bank facility is secured by way of a General Security Agreement
over the group companies.
§
Comvita identified that it had breached a bank covenant at 30 June 2024 and obtained a waiver
confirming that no action will be taken for that breach from the Banking Syndicate. It also agreed a
revised covenant structure for FY25 but subsequently had to obtain further waivers for certain financial
covenants at 30 September 2024, 31 December 2024, 31 March 2025 and 30 June 2025.
________________________________________________________________________________________________________________________________________________________
9
Calculated as a ratio of net interest-bearing debt to net interest-bearing debt plus the book value of total equity
10
NTA is net tangible assets, which is calculated as net assets less intangible assets less deferred tax assets.
27
§
Comvita has recently agreed revised covenants with the Banking Syndicate, including the waiver of the
Interest Cover Ratio and Net Core Debt Leverage Ratio until 31 December 2025. Beyond the 31
December 2025 covenant test date, Comvita is forecasting to breach the Interest Cover Ratio and Net
Core Debt Leverage Ratio covenants at 31 March 2026 which, unless waived or renegotiated, could
result in the requirement to the repay Comvita’s borrowings.
§
Grant Samuel understands that Comvita’s Directors have carefully considered the ability of the
Company to meet its liabilities as they fall due and concluded that Comvita will continue to operate as
a going concern. This considers the following factors:
• current assets exceed current liabilities by $52.0 million;
• the FY26 Cash flow forecasts for the 12 months indicate sufficient cash flows to meet obligations
as they fall due;
• the FY26 budget and the outlook for a return to profitability; and
• the Directors believe that Florenz will materially strengthen the Comvita’s access to funding.
§
Importantly, while Comvita’s net current assets exceed current liabilities (including current bank
borrowings) as at 30 June 2025, the Company would not be able to repay bank borrowings on demand
by liquidating the current assets at short notice. The financial statements do not include any
adjustments that may be required should Comvita be unable to continue as a going concern.
§
Inventories (including provisions) at 30 June 2025 comprised $40.7 million of raw materials, $44.5
million of finished goods and $3.9 million of work in progress. The book value of inventories reduced
by $46.8 million during FY25 with $15.1 million relating to an increase in provisions which is a non-cash
adjustment.
§
The level of trade receivables and trade and other payables balances has reduced between 30 June
2023 and 2025 reflecting the lower level of sales and procurement of honey.
§
Derivatives relate to foreign exchange hedging. As at 30 June 2025 the hedge contracts had a fair value
of approximately $3.2 million.
§
Property, plant and equipment primarily relates to land and buildings, plant & machinery, bearer plants,
capital work in progress relating to the development of Mānuka forests.
§
Intangible assets include intellectual property, software and goodwill and the balance was fully written
off at the end of FY25.
§
Comvita impaired the value of its investments at the end of FY24 to a nil value. Its current investments
include:
• Medibee Apiaries Pty Limited (Medibee), a 50/50 joint venture established in 2016 with Hive &
Wellness Australia Pty Limited to operate an apiary business in Australia. Medibee has a A$10
million debt facility under which Comvita have guaranteed the obligations on a joint and several
basis. As at 30 June 2025, A$9 m illion of the Medibee debt facility was drawn, currently exposing
the Comvita to a potential liability of A$4.5 m illion.
• Caravan Honey Company (Caravan), a US company 45% owned by Comvita that is involved in the
development and commercialisation of a line of personal care products containing Mānuka honey
and propolis to aid sensitive skin.
• Apiter S.A. (Apiter), an entity in Uruguay that is a manufacturer or brown propolis, with processing
plants in Uruguay and Argentina. Comvita’s shareholding is 32%. The majority of Apiter’s sales are
propolis dressings and pharmaceutical products sold into the South American medical channel.
Apiter has also supplied propolis to Comvita for the last 10 years.
28
§
As at 30 June 2025 the book value of the loans to management for the purchase of Comvita shares was
approximately $1.3 million. The movement between 30 June 2024 and 2025 relates to write-downs in
the expected recoverable value of these loans.
4.9 Cash Flows
Comvita’s cash flows from FY23 to FY25 are summarised below:
CASH FLOW ($ MILLIONS)
YEAR END 31 MARCH 2023 2024 2025
Customer receipts 223.8 205.3 200.2
Payments to suppliers & employees (219.1) (204.1) (168.1)
Insurance receipts 5.5 6.5 1.7
Tax paid (2.2) (2.4) (1.2)
Other operating cash flows - - 1.5
Net Cash Flow from Operations 8.1 5.3 34.1
Purchase of property8 plant & equipment (16.6) (7.5) (3.2)
Receipts from disposal of property8 plant & equipment 0.2 - 5.1
Acquisition of oneyorld - (7.3) (3.1)
Purchase of intangible assets (3.3) (2.2) -
Other investing cash flows (1.1) 3.3 (0.4)
Net Cash Flow from Investing (20.8) (13.7) (1.7)
Loans & borrowings > proceeds/(repayment) 21.6 22.9 (16.5)
Repayment of lease liabilities (4.9) (6.3) (7.2)
Net interest paid (5.7) (8.7) (7.9)
Payment of dividends (4.0) (2.9) -
Purchase of treasury stock (0.3) - -
Net Cash Flow from Financing 6.7 5.1 (31.6)
Net Cash Flow (5.9) (3.3) 0.8
Effect of foreign exchange fluctuations (0.3) (0.1) -
Opening cash 17.8 11.6 8.2
Closing cash
11.6 8.2 9.0
Source: Comvita Financial Statements
The following comments are relevant when reviewing the table above:
§
Comvita recorded net operating cash flow of $34.1 million in FY25. This largely reflects the focus on
reducing inventory levels during FY25.
§
Comvita received insurance receipts between FY23 to FY25 totalling approximately $13.7 million. This
was in relation to business interruption and material damage caused by Cyclone Gabrielle. All claims
related to Cyclone Gabrielle have now been settled.
§
Other operating cash flows in FY25 relate to a receipt of an R&D tax incentive of approximately $0.9
million and the sale of carbon credits totalling approximately $0.6 million.
§
Comvita received approximately $5.1 million from the disposal of fixed assets during FY25. The main
disposals related to the sale of the Wivenhoe Olive farm in Australia for A$2.5 million, the sale of land
and buildings in Kerikeri for NZ$1.1 million and the sale of land in Hawkes Bay for NZ$0.8 million.
§
The acquisition of HoneyWorld was settled at the beginning of FY24 for an initial payment of $7.3 million.
A deferred payment of approximately $3.1 million was paid during FY25. The earnout component was
not paid as HoneyWorld did not meet its performance targets.
§
Comvita’s last dividend was an interim payment of 1 cents per share paid in March 2024.
4.10 Capital Structure and Ownership
As at 15 August 2025 Comvita had 70,492,156 shares on issue and there were over 2,620 registered
shareholders. The top 10 shareholders hold 53.2% of the shares on issue.
TOP SHAREHOLDERS IN COMVITA AS AT 15 AUGUST 2025
NUMBER OF SHARES (000) PERCENTAGE
Li Wang 8,553 12.1%
China Resources Enterprise Limited 4,318 6.1%
HSBC Nominees (New Zealand) Limited 4,238 6.0%
Kauri NZ Investments Limited 3,558 5.0%
Custodial Services Limited 3,497 5.0%
FNZ Custodians Limited 3,497 5.0%
Accident Compensation Corporation 3,112 4.4%
Alan & Lynda Bougen 2,386 3.4%
BNP Paribas Nominees (NZ) Limited 2,350 3.3%
Forsyth Barr Custodians 1,974 2.8%
Top 10 shareholders 37,483 53.2%
Other shareholders 33,009 46.8%
Total 70,492 100.0%
Source: NZX Company Research, Substantial Product Holder notices.
Li Wang has been involved in the distribution of Comvita’s products in China since 2004 and became a
shareholder in Comvita in 2011. In 2017 Comvita acquired a 51% shareholding in its Chinese distributor
(owned by interests associated with Li Wang) issuing 2.83 million shares as consideration. Upon completion
of the transaction, Li Wang interests held approximately 10.1% of the shares in Comvita. In 2019 Comvita
acquired the remaining 49% of the distributor through the issue of a further 4.05 million shares. This
increased the total shares held by Li Wang (and her interests) to 8.55 million shares. The number of shares
held by Li Wang since the 2019 transaction has remained the same and she is Comvita’s largest shareholder
with 12.1%.
In 2016 Comvita issued 2.0 million shares to China Resources Ng Fung Limited (China Resources), increasing
its shareholding in Comvita from less than 5% to approximately 9%. China Resources is an integrated food
business in China with distribution relationships with supermarkets. China Resources is Comvita’s second
largest shareholder with 6.1%.
Kauri NZ Investments Limited has been a longstanding shareholder in Comvita since 2011 and is owned by
interests associated with the Oravida group of companies. Oravida exports New Zealand food and beverage
products into China.
30
The following table shows the total shares on issue
:
TOTAL SHARES ON ISSUE
NUMBER
Fully paid ordinary shares
70,538,692
Employee Share Scheme
-
12
Total shares on issue
70,538,692
Performance Share Rights (PSR) Outstanding 27,670
Total (including PSRs) 70,566,362
Comvita
The following comments are relevant when reviewing the table above:
§
Employee Share Scheme. In 2022, Comvita established a new Employee Share Scheme called the
Comvita Exempt Employee Share Scheme (CEES Scheme). Under the CEES Scheme, Comvita offered a
certain number of shares to eligible employees. Comvita Share Scheme Trustee Limited (Trustee)
currently holds 16,380 unallocated shares under the CEES Scheme. Prior to the implementation of the
Scheme, all unallocated shares held by the Trustee will be acquired and cancelled by Comvita for no net
monetary consideration.
§
Performance Share Rights Scheme. Comvita has a Performance Share Rights (PSR) Scheme to
incentivise its executives. Upon vesting of the PSR’s, shares are either transferred from treasury stock
or new shares are issued to the relevant executives. If the Scheme is implemented any unvested PSRs
may be accelerated prior to the implementation of the Scheme.
§
Leader Share Purchase & Loan Scheme. In 2021, Comvita established a Leader Share Purchase & Loan
Scheme (LSPLS) to retain key employees and make loans available for eligible employees for the
acquisition of fully paid ordinary shares. As at 15 August 2025 there were 908,953 shares under the
LSPLS with a total loan balance of approximately $1.3 million
.
________________________________________________________________________________________________________________________________________________________
11
The number of shares have been adjusted to account for expected changes in share issues and cancellations between 30 September and
15 October 2025.
12
16,380 of unallocated shares have been treated like treasury shares and excluded from the table.
13
The loan balance prior to provisions at FY25 year-end was $2.8 million . There is a provision against the loan for expected forgiveness of
debt of $1.5 m illion .
31
4.11 Share Price Performance and Liquidity
The following table shows the price ranges, volume weighted average share prices (VWAP) and the volume
of Comvita’s shares traded on the NZX prior to 17 August 2025 (the day prior to the announcement of the
Scheme):
SHARE PRICE HISTORY TO 17 AUGUST 2025
TIME PERIOD LOW ($) HIGH ($) VWAP($) VOLUME (000)
30 trading days $0.46 $0.50 $0.47 778
90 trading days $0.46 $0.68 $0.53 3,065
12 months $0.46 $1.21 $1.28 5,486
Source: NZX Research
In the 12 months to 17 August 2025, approximately 5.5 million Comvita shares were traded, representing
approximately 10% of the shares on issue.
The share price and trading volume history of Comvita shares since July 2022 is shown below:
COMVITA SHARE PRICE AND VOLUME SINCE JULY 2022
Source: NZX Research
Comvita’s share price has decreased from above $3.00 per share in November 2023 to a recent low of $0.46
per share in July 2025. The following points are relevant when reviewing the above chart:
1.
On 27 November 2023 Comvita issued a trading update that its EBITDA was $6 million behind on the
same period for the prior year and that the outlook for the half year to December was that EBITDA would
be 20% lower than the prior year. The share price decreased from $2.96 prior to the announcement to
$2.30 by the end of 2023.
2.
On 1 February 2024 Comvita announced that EBITDA for the first half of FY24 was 32% down on the prior
year or 22% down excluding a non-cash foreign exchange loss. The full year FY24 EBITDA outlook was
downgraded by $3 million versus prior guidance. The share price decreased from $2.20 prior to the
announcement to a low of $1.72 in the weeks following this announcement.
3.
On 22 February 2024 Comvita announced that it had received an NBIO to acquire all of the shares in
Comvita and that the party had been invited to undertake confirmatory due diligence. During the period
between the announcement of this non-binding offer and the end of May shares traded within a range
of $1.70 to $2.48 per share.
0
200
400
600
800
1000
1200
1400
1600
1800
2000
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
Aug 22
Oct 22
Dec 22
Feb 23
Apr 23
Jun 23
Aug 23
Oct 23
Dec 23
Feb 24
Apr 24
Jun 24
Aug 24
Oct 24
Dec 24
Feb 25
Apr 25
Jun 25
Aug 25
Monthly volume of shares traded (000s)
Share price ($)
1.
2.
3.
4.
5.
7.
6.
8.
32
4.
On 30 May 2024 Comvita announced that the party had advised that it would not proceed with the offer.
The share price fell from $1.85 prior this announcement to $1.09 per share by the end of June 2024.
5.
On 9 December 2024 Comvita announced that it had identified accounting irregularities in its China
subsidiary leading to misreported sales and accounts receivables in FY23 and FY24.
6.
On 20 December 2024 Comvita announced that its Banking Syndicate had agreed a revised covenant
package for Comvita’s Q2 FY25 covenants and that aggressive competition and pressure on gross margin
would result in a higher net loss for the first half of FY25 compared to the loss in the first half of FY24.
7.
On 10 February 2025 Comvita announced that it has identified further accounting irregularities following
a review by an independent accounting firm of an additional $2 m illion in FY24.
8.
The scheme of arrangement with Florenz at a share price of $0.80 per share was announced on 18 August
2025.
Comvita’s share price has underperformed since August 2022 relative to the NZX50 Portfolio, as illustrated
by the chart below:
COMVITA SHARE PRICE PERFORMANCE VERSUS NZX50 GROSS INDEX SINCE JULY 2022
Source: NZX Research, Capital IQ, Grant Samuel analysis.
-100%
-80%
-60%
-40%
-20%
0%
Sep-22Nov-22Jan-23Mar-23May-23Jul-23Sep-23Nov-23Jan-24Mar-24May-24Jul-24Sep-24Nov-24Jan-25Mar-25May-25Jul-25
Movement in Comvita share price relative to
NZX50 Gross Index
33
5 Valuation of Comvita
5.1 Methodology
5.1.1 Overview
Grant Samuel’s valuation of Comvita has been estimated on the basis of fair market value as a going concern,
defined as the estimated price that could be realised in an open market over a reasonable period of time
assuming that potential buyers have full information. The valuation of Comvita is appropriate for the
acquisition of the company as a whole and accordingly incorporates a premium for control.
The value includes a premium for control and exceeds the price at which, based on current market conditions,
Grant Samuel would expect Comvita shares to trade on the NZX in the absence of a takeover offer or proposal
similar to the Scheme with Florenz.
The most reliable evidence as to the value of a business is the price at which the business or a comparable
business has been bought and sold in an arm’s length transaction. In the absence of direct market evidence
of value, estimates of value are made using methodologies that infer value from other available evidence.
There are four primary valuation methodologies commonly used for valuing businesses:
§
capitalisation of earnings or cash flows;
§
discounting of projected cash flows (DCF);
§
industry rules of thumb; and
§
estimation of the aggregate proceeds from an orderly realisation of assets.
Each of these valuation methodologies has application in different circumstances. The primary criterion for
determining which methodology is appropriate is the actual practice adopted by purchasers of the type of
business involved. A detailed description of each of these methodologies is outlined in Appendix C.
5.1.2 Preferred approach
Grant Samuel has placed primary reliance on the capitalisation of earnings methodology in determining a
value range for Comvita. The reasons for this are:
§
a capitalisation of earnings is likely to be the valuation methodology adopted by a purchaser seeking to
acquire businesses like Comvita; and
§
the availability of information that can be analysed to determine an applicable multiple range.
The discounted cash flow (DCF) methodology is often used to cross-check a capitalisation of earnings
valuation. DCF analysis relies on a detailed forecast financial information. Comvita has not prepared a
detailed long -term forecast, so this exercise has not been undertaken.
5.2 Summary
Grant Samuel has valued the equity in Comvita in the range of $49.6 million to $64.6 million, which
corresponds to a value of $0.70 to $0.92 per share. The valuation is summarised below:
COMVITA - VALUATION SUMMARY ($ MILLIONS)
VALUE RANGE
LOW HIGH
Enterprise value
105.0 120.0
Net debt for valuation purposes (62.4) (62.4 )
Other assets
7.0 7.0
Equity value
49.6 64.6
Fully diluted shares on issue (millions) 70.6 70.6
Value per share $0.70 $0.92
The valuation reflects the strengths and weaknesses of Comvita and takes into account the following factors:
§
Over the last 20 years, Comvita has established a sustainable supply chain through its apiary and forest
development. Comvita’s systems and control over the supply chain assist in providing customers with
confidence that the product is authentic and of high quality. Comvita believes that this is critical
to the long -term success of the company and will be a competitive advantage if the industry's supply and
demand normalises.
§
Comvita has revised its strategy to focus on its core product offering and strengthening its position in its
key markets. A significant amount of work has been undertaken to restructure the business, aligning the
cost base with current trading levels and reallocating resources into areas that should improve
operational efficiency and long-term earnings. Comvita’s management believe the company is well-
positioned to return to growth.
§
Comvita has established strong direct and indirect sales channels, including digital, retail stores, retail
partners, wholesale, and local distributors. More than 30% of Comvita’s sales are generated from digital
platforms.
§
Comvita incurred significant losses in FY24 and FY25 due to a combination of factors:
- The barriers to entry for new entrants are low and the number of brands selling Mānuka honey
sourced from New Zealand at low prices via digital channels has increased significantly over time.
Oversupply led to a significant decline in the wholesale price of raw honey and heightened
competition in the retail markets.
- Comvita had entered into long-term procurement commitments at prices that were higher than
the falling wholesale price of raw honey. Comvita is forecasting its gross margin percentage to
increase over the next two years as the benefits of improved procurement terms come into effect.
- A significant decline in demand for Comvita’s products in Greater China - its largest market which
contributes more than 40% of its revenues. Consumer confidence in China has not improved during
2025, which market commentators have attributed to a weak domestic real estate market, job
security concerns and U.S. tariff policy changes. The timing of a recovery in the Chinese market is
uncertain.
- Comvita’s physical store network in Asia comes with higher fixed costs compared to online sales.
The material decline in sales volumes via this channel resulted in a reduction in Comvita’s gross
margins. In response Comvita restructured its Chinese operations to reduce its cost base. The full
year effect of the benefit of the cost out initiatives combined with a forecast return to sales growth
35
as market conditions improve are contributing factors in the projected increase in EBITDA over the
next two years
§
There are material risks regarding the forecast improvement in performance in FY26 and FY27 from the
losses reported in FY24 and FY25. Key risks include:
- The apiary business does not achieve the forecast improvement in earnings. This could result from
lower than forecast production volumes and not achieving the forecast reduction in operating
expenses.
- Comvita does not achieve the turnaround in the performance of the Rest of Asia segment which
has a material forecast increase in net contribution of $4.5 million from low profits in FY24 and
FY2 5.
- Sales in the Greater China market decline more than forecast. Sales in Greater China have declined
by 27% between FY23 and FY25 with a reduction in FY26 forecast at 3%. The outlook for China and
Hong Kong is not favourable and there is a risk the decline in FY26 revenue is higher than forecast.
- Demand from cross-border trade from Australia and New Zealand into Asian countries (i.e. Asian
Health) not recovering as forecast following a poor performance in FY25.
- The forecast reduction in corporate overheads takes longer to materialise or there are other
unforeseen costs which negate the impact of the cost reduction initiatives.
§
The supply of Mānuka honey has been decreasing as beekeepers are leaving the industry or consolidating
and reducing their number of apiaries and hives as the cost of producing honey is above the wholesale
price. Industry consolidation and a reduction in supply is expected to continue. The outlook for the short
term is continued low wholesale prices as the industry works through the oversupply and reduces
production. The amount of time it will take for the oversupply to work through the industry is uncertain.
§
The Mānuka honey market, especially in major online marketplaces and physical stores, has become
saturated with numerous brands. For consumers, this abundance of choice can make it difficult to
differentiate between products especially with the different ratings systems which can cause confusion.
Comvita has a well-established brand and market position in Asia. Comvita’s brand recognition remains
strong. Grant Samuel understands that its market share in premium categories has not changed materially
in recent years.
§
Comvita has a high fixed cost operating structure due to its physical store network in Asia and involvement
in all steps of the supply chain from the production of honey to the direct sale to consumers. This has
benefitted Comvita during periods of strong demand and high prices but has been detrimental in recent
years with falling demand and prices. Comvita’s competitors have generally adopted lower fixed cost
operating structures without any physical stores which has allowed them to better adapt in the current
environment. Comvita’s business model is well placed to benefit in an environment of rising demand and
prices, however the timing of a rebound is uncertain.
§
Over the last 12 months, there have been some significant changes to the leadership team amidst a
challenging financial period for Comvita, with the resignation of the CEO and CFO. Comvita has also
undertaken a material restructure of the business, with a reduction of over 65 employees. A new CEO
commenced on 1 August, and Comvita is currently recruiting for a CFO. The cultural and strategic impact
of these changes is uncertain. The reduction in headcount is forecast to contribute to an increase in FY26
EBITDA.
5.2.1 Net debt for valuation purposes
For valuation purposes Grant Samuel has adopted net debt on 30 June 2025 as summarised below:
COMVITA – NET DEBT FOR VALUATION PURPOSES ($ MILLIONS)
AS AT 30 JUNE 2025
Bank borrowings (71.4)
Cash on hand 9.0
Net debt for valuation purposes
(62.4 )
Comvita’s financial projections show that net debt at 30 June 2025 is a reasonable proxy for the level of
indebtedness when the Scheme is expected to be implemented.
5.2.2 Other assets
COMVITA – OTHER ASSETS ($ MILLIONS)
AS AT 30 JUNE 2025
Tax losses 10.0
Medibee (4.8)
Loan scheme 1.3
Other 0.5
Other assets
7.0
The following comments are relevant when reviewing the table above:
§
Comvita has significant tax losses carried forward in New Zealand, which can reasonably be expected
to be utilised in the foreseeable future on an ungeared basis. Grant Samuel has estimated the present
value of these tax losses using management’s high level projections for Comvita’s assessable income in
New Zealand in FY26 and FY27.
§
Comvita is seeking to exit the Medibee joint venture and revenues and costs associated with this joint
venture have not been included in the Company’s forecast cash flows. Management estimate that
Comvita will be required to pay approximately $4.8 million to exit the joint venture.
§
It is assumed that the loans associated with the shares issued under the LSPLs will be repaid if the
Scheme is implemented.
§
The value ascribed to other assets & liabilities comprises an assessment of the:
- market value of Comvita’s shareholdings in Apiter and Caravan Honey;
- costs to complete Comvita’s ERP project; and
- a cash equivalent amount that will be collected in relation to some of the sundry receivables at 30
June 2025.
5.2.3 Synergies
Valuation practice allows for the recognition of cost savings (and other synergies) that would theoretically
be achievable across multiple acquirers, but it excludes any synergies that are unique to a particular buyer.
An acquirer of Comvita would be able to achieve savings in overheads relating to the costs of operating as a
publicly listed entity. Accordingly, Grant Samuel has excluded an estimated $1.0 million of costs associated
with Comvita’s NZX listing, including a proportion of directors' fees, licenses and registrations and NZX fees.
37
5.2.4 Shares on issue
The fully diluted shares on issue include shares associated with the:
§
PSR, which may vest if the Scheme is implemented;
§
LSPLS; and
§
CEES Scheme.
5.3 Earnings Multiple Analysis
5.3.1 Implied multiples
Grant Samuel’s valuation of Comvita implies the following multiples:
COMVITA – IMPLIED VALUATION MULTIPLES
DATE
EARNINGS
($ MILLION)
RANGE OF MULTIPLES
LOW HIGH
Enterprise Value range ($million) 105.0 120 .0
Multiple of EBITDA (pre IFRS 16) (times)
14
Year ended 30 June 2025 (3.0 ) na na
Year ending 30 June 2026 15.7 6.7 7.6
Year ending 30 June 2027 18.0 5.8 6.7
Multiple of EBIT (pre IFRS 16) (times)
Year ended 30 June 2025 (7.9 ) na na
Year ending 30 June 2026 14.5
15
7.2 8.3
Year ending 30 June 2027
16.7 6.3 7.2
Equity Value range ($million)
49.6 64.6
Multiple of NTA (times) 30 June 2025
54.9 0.9 1.2
The capitalisation multiples calculated above can be compared to the EBITDA multiples inferred from prices
at which shares in comparable listed companies are trading and the value parameters of transactions
involving other similar businesses operating in the honey sector.
Grant Samuel has assessed the comparable evidence and concluded that the implied multiples of Grant
Samuel’s valuation are broadly consistent with the comparable evidence. This reflects the multiples
implied by transactions in the honey sector which have recently transacted at approximately 7 times
forecast EBITDA and the multiples implied by the share market prices of comparable listed Australasian
and international companies providing health and wellness products that are highly exposed to Asian
markets.
________________________________________________________________________________________________________________________________________________________
14
Adjusted for synergies as per section 5.2.3
15
Comvita’s assets were impaired in FY25, which lowered depreciation and amortisation from approximately $5.0 million to $1.3 million.
The revised level of depreciation is not consistent with the forecast capital expenditure of the business which assumes a long term average
of approximately $4 million.
38
Grant Samuel observes:
§
There has been significant investment activity in the New Zealand honey industry over the last ten years.
However most of these transactions are private and the transaction values were not disclosed. Grant
Samuel has been able to calculate implied EBITDA and EBIT multiples for six comparable transactions.
The most recent comparable transaction was Huatai International’s (Huatai) acquisition of Egmont in
April 2025 which has an estimated enterprise value of approximately $144 million.
16
The acquisition of
Mānuka Health and Capilano Honey in 2018 was at a time when the outlook for the industry was more
positive, which may explain why these acquisitions were at higher multiple compared to more recent
transaction evidence.
IMPLIED EBITDA MULTIPLES VS COMPARABLE TRANSACTION EVIDENCE
17
§
Given the small number of transactions in the honey sector where earnings multiples are calculable,
Grant Samuel has also reviewed transactions in the health & wellness sector in Australasia and
internationally. The transactions observed mainly involved larger companies that tend to trade at higher
multiples than smaller companies, which typically reflects greater diversification, economies of scale,
quality of management, and operations. The premium multiples implied by some of these transactions
may also reflect the growth outlook for the businesses and, in some cases, the synergies available to
the acquirers. Grant Samuel would expect Comvita to transact at a discount to these larger companies.
§
The valuation of Comvita has been considered in the context of share market ratings of listed
Australasian and international companies providing health and wellness products. There are no other
listed honey businesses that are directly comparable to Comvita. The implied EBITDA multiples of
companies trading at lower multiples (Nature’s Sunshine and USANA Health Science), exhibit a high
exposure to the Asian markets and similar historical trends and outlook to Comvita, including a recent
decline in revenue and earnings.
________________________________________________________________________________________________________________________________________________________
1
This is based on a media article only not a direct disclosure by the purchaser or vendor.
1
Where available Grant Samuel has used the implied forecast EBITDA multiples for comparison.
5.7
6.76.7
7.07.0
7.6
11.5
12.5
15.0
0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
16.0
Mānuka Health /
Pacific Equity
Partn ers
King Honey / Me
Today
Grant Samuel - Low
Egmont Honey /
Huatai
Egmont Honey / The
Better Health
Grant Samuel - High
Capilano Honey /
ROC Capital and co
Mānuka Health /
Hong Leong
Health & Wellness
tran sac tio ns -
med ian
Implied EBITDA Multiple
39
IMPLIED EBITDA MULTIPLES VS SHARE MARKET RATINGS OF SELECTED LISTED COMPANIES
18
§
The multiples implied by the valuation reflect Grant Samuel’s estimate of full underlying value (i.e. a
value incorporating a premium for control). The trading multiples for the comparable companies do not
reflect any premium for control. The multiples are based on closing share prices as at 30 September
2025.
§
There are considerable differences between the operations and scale of the comparable listed
companies when compared with Comvita. In addition, care needs to be exercised when comparing
multiples of New Zealand companies with internationally listed companies. Differences in regulatory
environments, share market and broader economic conditions, taxation systems and accounting
standards hinder comparisons.
§
A premium to NTA is typically observed for companies that possess meaningful intangible assets such
as a widely recognised brand, intellectual property, contractual arrangements with customers and
suppliers and the goodwill associated with having established manufacturing operations and
international distribution channels. However, Comvita is currently trading at a loss and has high levels
of borrowings which has led it to be under pressure from its Banking Syndicate to raise capital. The
premise that it will continue as a going concern is therefore dependent on the continuing support of its
Banking Syndicate over the period of time needed by the company to deliver the projected turnaround
in its financial performance and implement other initiatives to reduce indebtedness. Comvita’s directors
have reduced the carrying value of tangible operating assets to reflect an assessment of their
recoverable amount at 30 June 2025. Consequently, net tangible asset value at 30 June 2025 provides
a reasonable proxy for the potential gross consideration that might be realised from orderly realisation
of Comvita’s assets.
§
A detailed description of each of the transaction and comparable companies above is set out in
Appendix A an d B.
§
An explanation regarding the interpretation of the above multiples is included at Appendix D.
________________________________________________________________________________________________________________________________________________________
18
Where available Grant Samuel has used the implied forecast EBITDA multiples for comparison.
3.7
4.3
6.0
6.7
7.5
7.6
8.8
9.2
12.5
0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
USAN A Health
Sciences
Nature’s Sunshine
EZZ Life Science
Holdings
Grant Samuel - Low
McPh erso ns
Grant Samuel - High
BLIS Technologies
Vita Life Sciences
Jamieson Wellness
Implied EBITDA Multiple
40
6 Merits of the Scheme
6.1 The value of the Scheme
The value of the Scheme can be assessed with reference to a number of factors:
§
Grant Samuel’s assessment of the value of Comvita. In Grant Samuel’s opinion the full underlying value
of Comvita’s shares is in the range of $0.70 to $0.92 per share. This value represents the value of 100%
of the equity in Comvita and therefore includes a premium for control. In Grant Samuel’s opinion the
offer price under a takeover offer or scheme of arrangement where the offeror will gain control should
be within, or exceed, the pro-rated full underlying valuation range of the company. The Scheme price of
$0.80 per share is within Grant Samuel’s assessed value range for Comvita’s shares. The chart below
compares the Scheme price with Grant Samuel’s assessed value range for Comvita shares and Comvita’s
share price immediately prior to the announcement of the Scheme.
GRANT SAMUEL VALUATION RANGE VERSUS THE SCHEME PRICE AND PRE SCHEME SHARE PRICE (NZ$ PER SHARE)
Grant Samuel’s valuation assumes that Comvita continues as a going concern and achieves the
projected turnaround in its financial performance. These assumptions are valid in the context of
assessing the offer price under the Scheme - but are by no means assured. Comvita shareholders need
to be cognisant of the following:
• for as long as Comvita is undercapitalised there will remain material uncertainty that it can continue
as a going concern;
• if Comvita was to undertake an equity raising to reduce debt, it would likely have to be heavily
discounted to be successful and be dilutive for any shareholder who did not participate on a pro rata
basis; and
• if Comvita continues to trade at a loss and in the absence of another restructuring event, the
likelihood of receivership or voluntary administration increases.
§
The premium implied by the Scheme. The Scheme represents a premium of 67% relative to the closing
price of $0.48 per share on 15 August 2025 - being the trading day prior to the announcement of the
Scheme, and a premium of 56% over the VWAP over the 90 trading days prior to the announcement.
$0.48
$0.70
$0.80
$0.92
Grant Samuel's mid point $0.81
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
$0.70
$0.80
$0.90
$1.00
Comvita share price
15 August 2025
Grant Samuel - LowScheme PriceGrant Samuel - High
Share pirce ($)
41
§
Comparable company and comparable transaction data. The Scheme implies a forecast EBITDA multiple
7.6 times
. Grant Samuel’s analysis suggests the forecast EBITDA multiple implied by the Scheme price
is broadly in line with multiples implied for the acquisition of controlling shareholdings in comparable
companies. In addition the forecast EBITDA multiples implied by the Scheme are above the multiples
implied by the share market prices of comparable listed Australasian and international companies
providing health and wellness products that are highly exposed to Asian markets.
6.2 The timing and circumstances surrounding the Scheme
Since the start of 2024 Comvita’s share price has declined from $2.30 to $0.48 (as at 17 August 2025),
reflecting in part:
§
Comvita’s increase in net debt and declining earnings;
§
ongoing engagements with the Banking Syndicate. Since September 2024 Comvita has received several
waivers from the Banking Syndicate and the committed bank syndicate facilities have been reduced by
$20 million. Comvita has recently agreed with the Banking Syndicate revised covenants through to 31
December 2025;
§
accounting irregularities in its China subsidiary;
§
uncertainty caused by resignation of Directors, the CEO and CFO within a 12 month period; and
§
the wider ongoing negative outlook for the Mānuka honey sector.
Comvita’s Board - alongside its independent advisors - considered a number of strategic options to address
the high debt levels, including the potential divestment of the business to private equity or strategic trade
buyers, subordinated debt issuance and a potential capital raise.
On 18 August 2025 Comvita announced that it had entered into a SIA with Florenz to acquire 100% of the
issued capital of Comvita for cash consideration of $0.80 cash per share. Comvita’s directors unanimously
recommend accepting the offer.
Florenz and the Banking Syndicate have also separately entered into a Standstill Deed whereby during the
Standstill Period the Banking Syndicate will not take any enforcement action.
6.3 Possible outcomes of the Scheme
Comvita has one class of shares, which are fully paid up ordinary shares with identical voting rights. There
are two interest classes (comprising associates of Florenz in one interest class, and all other Shareholders in
the second interest class). The associates of Florenz hold 0.06% of the shares on issue and have entered into
Individual Voting Deed Polls where they have agreed to vote in favour of the Scheme.
To approve the Scheme, it is necessary that both of the following voting thresholds are met:
§
at least 75% of the votes cast by the shareholders in each interest class must be in favour of the Scheme
Resolution; and
§
more than 50% of the total number of votes attached to all of the Comvita Shares that are able to be
cast must be in favour of the Scheme Resolution.
The threshold for approving the Scheme is based on 75% of the number of votes actually cast voting in favour
of the Scheme. As some shareholders may decide not to cast their votes at a meeting or by proxy t he
threshold is likely to be less than 75% of all voting securities on issue. For example, if 80% of voting securities
on issue are cast, the threshold will be 75% of the 80% of voting securities on issue that are cast (representing
60% of the total voting securities on issue). The probability of a 100% acquisition being successfully
________________________________________________________________________________________________________________________________________________________
19
Based on the forecast EBTIDA (pre IFRS 16) of $14.7 million and surplus assets of approximately $7.2 million.
completed under a scheme structure is therefore generally regarded as greater than under a conventional
takeover offer.
The High Court will only consider approving the Scheme if the two shareholder voting thresholds are passed
and the other outstanding conditions are satisfied. If the High Court approves the Scheme, the shares in
Comvita will be acquired by Florenz.
The possible outcomes are a function of Comvita shareholders’ endorsement (or not) of the Scheme and are
summarised below:
§
The voting thresholds to approve the Scheme are achieved.
If the voting thresholds to approve the Scheme are achieved, all other conditions are satisfied or (if
capable of waiver) waived and the SIA is not terminated, the Scheme will be implemented. In that
circumstance all shareholders in Comvita will have their shares acquired at $0.80 per share. Comvita
shareholders will only realise cash under the Scheme if the voting thresholds are achieved, the other
conditions are satisfied or (if capable of waiver) waived and the SIA is not terminated, and the
transaction is therefore implemented. If the transaction is implemented Comvita’s shares will be
delisted.
§
The voting thresholds to approve the Scheme are not achieved.
If the voting thresholds to approve the Scheme are not achieved, the Scheme will not proceed, and no
shares will be acquired by Florenz. Comvita shares will remain listed on the NZX and will have no further
obligation to Florenz. No break fees will be payable by either Comvita or Florenz if the voting thresholds
to approve the Scheme are not achieved unless one of the break fee triggers set out in the SIA has
occurred.
§
The voting thresholds to approve the Scheme are achieved, but one or more of the conditions are not
satisfied.
If voting thresholds to approve the Scheme are achieved but the other conditions are not satisfied or (if
capable of waiver) waived, or if the SIA is terminated, the Scheme will not proceed and no shares will
be acquired by Florenz. Comvita shares will remain listed on the NZX and Comvita will have no further
obligation to Florenz. No break fees will be payable by Comvita unless one of the break fee triggers
described in the SIA has occurred.
The outcome of the shareholder vote on the Scheme is binary – either the voting thresholds are achieved in
which case the Scheme will be effected in its entirety (provided all other conditions are satisfied or waived
(to the extent capable of waiver) and the SIA is not otherwise terminated), or the voting thresholds are not
achieved in which case the Scheme will not be implemented.
6.4 Factors affecting the outcome of the Scheme
The following factors may impact the outcome of the Scheme:
§
Many takeovers or schemes of arrangement feature lock-up or voting commitment arrangements
whereby certain larger shareholders are approached as part of the proposal and agree to accept the
offer when it is made or vote for the Scheme when it is put to shareholders. The support or otherwise
of the larger shareholders in relation to the Scheme is likely to be material in determining whether or
not Comvita achieves the requisite voting thresholds. At the time of signing the SIA China Resources
and Li Wang, Comvita’s two largest shareholders who together own approximately 18.38% of Comvita
shares on issue, entered into voting commitments with Florenz in support of the Scheme.
§
The share price increased from $0.48 per share on 15 August 2025 - being the trading day prior to the
announcement of the Scheme - to $0.76 on 30 September ($0.0 4 below the $0.80 Scheme price). The
increase in price to just below the price of the Scheme suggests the market believes the Scheme will be
successfully implemented.
§
The break fee structure agreed between Comvita and Floren6 provides for Comvita to pay a fee of $0.6
million if Damongst other thingsE a Director of Comvita does not recommend the Scheme or if a
competing transaction is announced and completed.
§
The Scheme is not conditional on Commerce Commission or Overseas Investment Office DOIOE approval.
This improves the probability of success and the potential timeline of the implementation of the SIA if
the voting thresholds to approve the Scheme are achieved.
6.5 Other merits of the Scheme
§
The Scheme restricts the conduct of Comvita’s business from the date of signing of the SIA until the
date the Scheme is implemented or the SIA is terminated. The restrictions are common for transactions
of this nature and their purpose are to ensure that from the date the SIA is signed Comvita carries on
its business in the ordinary course and does not make any significant changes to the nature or scale of
its business without the approval of Floren6. nder the SIA Comvita is subject to certain obligations
including positive obligations such as carrying on the business in the ordinary course and negative
obligations such as Dsubject to specified exceptionsE not disposing of inventory or assets at discounted
or distressed prices and negotiating or entering into arrangements with creditors or financers that
would not be undertaken in the ordinary course of business.
§
In 2024 Comvita suspended paying dividends. The SIA also contains restrictions on the
recommencement of dividends and accordingly effectively prevents Comvita’s shareholders from
sharing in any profits since the signing of the SIA. The price of the Scheme remains unchanged at $0.80
per share regardless of when the transaction is ultimately implemented Dif it is approvedE. In the
absence of the Scheme, it is highly unlikely that Comvita’s shareholders would receive any dividend
payments in the next six months as any positive cash flow will be used to reduce Comvita’s borrowings.
§
The Scheme specifies an end date of 24 December 2025 Dunless extended in accordance with the SIA or
by agreement between Comvita and Floren6E. The transaction timetable set out in the Scheme Booklet
provides for the Scheme to be put to shareholders in November 2025 . If shareholders approve the
Scheme, the Implementation Date is expected to be before the end of 2025.
§
The Scheme includes a MAC condition which is common in transactions of this nature. nder this
condition, Floren6 may terminate the SIA if there are events or circumstances which occur between the
signing of the SIA and the implementation of the Scheme which reduces or is likely to reduce:
- the consolidated net assets of Comvita from the consolidated net assets disclosed in the FY25
Financial Statements by more than $10 million Dexcluding any non-cash impairmentE; or
- the pre-IFRS 16 EBIT of the Target Group by more than $5 million against the disclosed historical
and forecast EBIT in FY25 or FY26 or FY2T; or
- in aggregate the pre-IFRS 16 EBIT of the Comvita by more than $T.5 million against the aggregate
disclosed EBIT in the period commencing 1 uly 2024 to 30 une 202T Din each case inclusive of
those datesE.
The SIA details a range of circumstances or events that are excluded when determining if a MAC has
occurred Di.e. Floren6 may not terminate the SIA if the MAC is caused by excluded eventsE. The excluded
events are designed to reduce the likelihood of the MAC condition being triggered.
§
The Scheme also includes a Prescribed Occurrence condition. Included in the Prescribed Occurrence is
a total net debt threshold that must not be exceeded prior to the implementation of the Scheme. Total
net debt must not exceed:
- $74 million at any time from the date of the signing of the SIA to 30 November 2025;
- $71 million at any time from 30 November 2025 to 31 December 2025;
- $67 million from 31 December 2025.
Florenz may terminate the SIA if the total net debt threshold is exceeded and is not remedied prior to
the Implementation Date. Comvita’s net debt is likely to increase over the next two months to 30
November 2025 due to working capital increase relating to large seasonal sales events which includes
the significant 11/11 and 12/12 calendar shopping days in China. Comvita has advised that there is
sufficient buffer within the thresholds to minimise this risk, while providing Florenz with adequate
protection in the event of a material miss in forecast revenue.
§
If the voting thresholds are not achieved at the Scheme meeting Florenz could theoretically elect to
increase the price it is prepared to pay for Comvita. In this situation any price increase would require a
revised scheme of arrangement proposal and the timetable extended to facilitate a further meeting of
shareholders to consider the revised scheme. However, there is no certainty in those circumstances
that a revised proposal would be tabled.
§
The use of a scheme of arrangement mechanism provides the acquirer with certainty that once the
Comvita Board approved SIA has been entered into, if the resolutions are passed and the Court orders
approved, all other conditions are satisfied or waived (to the extent capable of waiver) and the SIA is
not otherwise terminated, it will secure 100% of the shares on issue. Florenz has demonstrated a desire
to own 100% of Comvita. While the scheme of arrangement structure is likely to be preferred by Florenz
by virtue of the lower shareholder acceptance levels required to be able to successfully acquire 100%
of Comvita, it may elect to launch a conventional takeover offer under the Code if the Scheme is not
successful.
§
Comvita shareholders who choose not to vote in favour of the Scheme may have decided they want to
retain their investment in Comvita for the longer term or may be expecting that Florenz or another
bidder may make another offer or transaction proposal at a higher price. There is no certainty regarding
the ongoing performance of Comvita or that a subsequent offer or scheme proposal from Florenz or
another bidder will be forthcoming if the Scheme is rejected by Comvita’s shareholders. Shareholders
should note that if the Scheme is implemented, Florenz will acquire all of the Comvita shares, including
the shares of those shareholders who voted against the Scheme.
6.6 Consequences if the Scheme is rejected
If the Scheme is rejected by Comvita’s shareholders Comvita will remain as a listed company with no shares
acquired by Florenz. The status quo scenario is therefore relevant to Comvita shareholders in deciding
whether to support or reject the Scheme and the following points need to be considered:
§
Any decision to reject the Scheme may result in a reversal of some or all of the share price appreciation
that followed the announcement of the Scheme.
§
Comvita has agreed revised covenants with its Bank Syndicate that provide accommodations through
to the end of 2025 and an extension of its working capital facility to 31 January 2026. The Banking
Syndicate has taken these steps to enable Comvita time to create a solution that reduces its net debt.
Beyond the 31 December 2025 covenant test date Comvita is forecasting to breach future covenants
which, unless waived or renegotiated, could result in a requirement for Comvita to repay its borrowings.
While the Comvita Board believes a satisfactory resolution will be reached, it cannot be guaranteed that
such waivers or amendments will be obtained. A ny further accommodations by the Banking Syndicate
45
are highly likely to be conditional on Comvita agreeing to pursue a divestment strategy or a capital
raising process. Comvita shareholders need to be aware that continuing to pursue capital raising
solutions may come at a cost, not only in terms of the meaningful distraction for senior management,
but also as time passes the confidence in Comvita as an investment proposition may be compromised,
which creates uncertainty with existing customers, suppliers and employees. Comvita’s Board and its
advisors have considered a number of strategic options to address this pressure, including:
- equity capital raise. This would likely be in the form of a rights issue at a discount to the market
share price. Grant Samuel observes that public rights issues undertaken for companies in a similar
financial position to Comvita have been undertaken at significant discounts to the theoretical ex-
rights closing share price (TERP). The chart below compares the discounts implied by capital
raisings undertaken over the last five years by NZSX listed companies that were under financial
pressure:
COMPARISON OF DISCOUNTS FROM RECENT CAPITAL RAISES
20
Source: NZX Company Announcements and Investor Presentations
- Subordinated debt. Comvita’s Board have not pursued this option because although subordinated
debt raised could theoretically be applied to reduce a portion of existing debt, the total volume of
debt would be largely unchanged. In such circumstances Comvita will still be capital constrained
and shareholders equity would arguably be exposed to greater financial risk due to higher costs of
interest and potential consequences if the debt is unable to be serviced. In Grant Samuel’s opinion
the ability for Comvita to raise subordinated debt in any event would be challenging.
§
A consideration for Comvita’s shareholders is whether an investment in Comvita will yield a higher value
outcome in time than if the Scheme is implemented. If the Scheme does not proceed Comvita will likely
have to pursue a capital raise. Given Comvita's current financial position and uncertain outlook
executing a capital raise may also be challenging. Even if a capital raising was successful, there would
still be uncertainty around the time and extent to which Comvita's turnaround in financial performance
could be delivered.
________________________________________________________________________________________________________________________________________________________
20
Theoretical Ex-Rights Price (TERP), which is the estimated price of a stock after a capital raise. The TERP calculation helps investors
understand the potential value of the stock following the rights issue.
12.9%
17.1%
21.9%
29.4%
30.6%
32.0%
34.7%
37.7%
39.1%
55.1%
31.1% - Average from
selected capital raises
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
Fletcher Building
2024
Ryman Healthcare
2023
Ryman Healthcare
2025
SKY TV
2020
Kathmandu
2020
MetroGlass (min
capital raise)
Air New Zealand
2022
EROAD 2023
MetroGlass (max
capital raise)
New Zealand King
Salmon 2022
Discount to TERP(%)
46
§
As with any equity investment there are risks. The risks associated with an investment in Comvita
include the following:
- Suppressed earnings due to a continuation of unfavourable Mānuka honey industry dynamics.
The industry continues to endure the effects of a significant oversupply of honey caused by the
large increase in hives and the reduction in global demand for Mānuka honey. These factors have
resulted in a significant increase in competition and low prices. The industry is fragmented, with
several participants under financial strain. The short term outlook is for continued low wholesale
prices as the industry works through the excess supply and reduces production. The amount of
time it will take for the oversupply to work through the industry is uncertain. Comvita believes
that the industry would benefit from some form of consolidation. Comvita is not in a position to
undertake this role due to its current capital structure.
- Honey harvest and supply. There is a risk that meteorological or other factors outside of Comvita’s
control may reduce supply of, or materially increase the cost of, Mānuka honey and negatively
impact Comvita’s ability to meet demand.
- Operational and execution risk. To address the decline in earnings and rising debt levels Comvita
has recently undertaken a significant business and operational transformation including changing
underlying operations, reducing head count and divesting non-core operations. There is risk the
recent initiatives do not go to plan (either failing to deliver the anticipated benefits or delaying the
timing of their impact) or has unintended consequences which negatively impact Comvita’s
earnings or capital requirements
6.< i!eli oo of alternati,e offers
Comvita engaged financial advisers in late 2023 to assist with progressing an approach that was made to the
Company. Since this initial approach the financial advisers have been actively seeking interest from the
market which has resulted in several parties engaging in due diligence over the last 18 months. The Scheme
is an outcome of this process. Comvita has not received any unsolicited proposals since the announcement
of the Scheme in August 2024. In any event, Comvita is subject to an exclusivity period with Florenz until:
§
the end date being 25 December 2025 (unless extended in accordance with the SIA or by agreement
between Comvita and Florenz); or
§
the Scheme is terminated or implemented; or
§
a superior competing proposal is received and accepted by Comvita’s Directors (and Florenz has not
subsequently matched or provided a better proposal).
Comvita can only provide access to due diligence information to bona fide proposals that have not been
encouraged, solicited, or invited, and that are reasonably capable of becoming superior to the Scheme. This
framework decreases the likelihood that a competing proposal will emerge. However, as a number of parties
have recently undertaken due diligence, there is a possibility that a competing proposal could still emerge.
Nevertheless, all parties had the opportunity to negotiate and present higher offers before Florenz was
selected as the preferred party, and a superior proposal was not provided. The more time that elapses from
the announcement of the Scheme, the less likely a competing proposal will emerge.
Comvita has advised that as of the date of this report there are no current alternative proposals:
§
As at 30 September 2025 Florenz does not directly own any of the shares on issue in Comvita and
therefore it does not have any ability to block another potential bidder
21
.
________________________________________________________________________________________________________________________________________________________
21
The Florenz Associates only hold 0.06% of the shares on issue.
7
§
Any competing proposal - whilst unlikely given the advanced state of the Scheme - may come by way of
a traditional takeover offer with potentially lower acceptance thresholds (e.g. a takeover for 100% of
the Company, conditional on 50.01% acceptance), or a partial offer for less than 100% of the shares.
§
The break fee of $0.6 million will be payable if Comvita completes a competing proposal within 12
months of announcing the competing proposal, if the competing proposal is announced before the SIA
is terminated.
6.= otin for or a ainst t e c eme
Voting for or against the Scheme is a matter for individual shareholders based on their own view as to value
and future market conditions, risk profile, liquidity preference, portfolio strategy, tax position and other
factors. In particular, taxation consequences will vary widely across shareholders. Shareholders will need to
consider these consequences and, if appropriate, consult their own professional adviser(s).
GRANT SAMUEL & ASSOCIATES LIMITED
30 SEPTEMBER 2025
APPENDIX A – TRANSACTION DESCRIPTIONS
Details of the transactions outlined in section 5.3.1 are provided below:
Honey Sector Transactions
The valuation of Comvita has been considered having regard to the earnings multiples implied by the prices at
which broadly comparable companies and businesses have changed hands. A selection of relevant transactions
in the Australasian honey sector are set out:
TRANSACTION EVIDENCE – AUSTRALASIAN HONEY SECTOR
DATE TARGET PURCHASER
IMPLIED
ENTERPRISE
VALUE
(NZ$MILLIONS)
EBITDA
MULTIPLE (TIMES)
EBIT
MULTIPLE (TIMES)
HIST. FORECAST HIST. FORECAST
Apr 25 Egmont Honey Huatai International ~144 n.a. ~7.0
n.a. n.a.
May 21 King Honey Me Today 36 9.2 6.7 14.1 8.9
Aug 20 Egmont Honey
The Better Health
Company
44 n.a. 7.0 n.a. n.a.
Sep 18 Mānuka Health Hong Leong Group 363 ~12.5 n.a. n.a. n.a.
Aug 18 Capilano Honey
ROC Capital, Wattle Hill
Capital
230 12.5 11.5 14.5 12.7
Sep 15 Mānuka Health Pacific Equity Partners 110 8.2 5.7 9.0 6.2
Average 10.6 7.6 12.5 9.3
Median 10.9 7.0 14.1 8.9
Grant Samuel analysis (see Appendix A for detailed descriptions)
Grant Samuel makes the following comments regarding the transactions above:
§
Egmont Honey (2025 transaction). In April 2025 Nestle announced that it had sold Egmont Honey to Chinese
private equity firm Huatai International. Egmont Honey owns and manages its own hives, it also purchases
honey from third party beekeepers and suppliers. It sells bulk and bottled honey into the New Zealand and
export markets. Assuming a debt and cash free transaction then the implied EBITDA multiple would be
approximately 7.0 times.
§
King Honey (2021). NZX listed Me Today Limited (Me Today) acquired King Honey Limited (King Honey) for
a NZ$36 million which was settled through a mix of cash, Me Today shares and a subordinated note. King
Honey operates as a premium New Zealand Mānuka Honey business, with the capacity to produce over 350
tonnes of honey from more than 18,000 hives and 3,600 queen bee rearing hives. Me Today, through its
subsidiaries, produces, sells, and markets health and wellbeing products in New Zealand. After settlement,
it was discovered that inventory held by King Honey’s distributor and largest customer in China was much
larger than expected. King Honey’s revenues decreased to $2.0 million in FY24 down from $16.5 million
prior to the sale. In July 2025, Me Today appointed receivers and liquidators to King Honey following
unsuccessful attempts to sell the business as a going concern.
§
Egmont Honey (2020 transaction). In 2020, The Better Health Company Limited (TBHC) agreed to acquire
the remaining 49% stake in Egmont Honey Limited for $18.7 million. The transaction implied a forecast
EBITDA multiple of approximately 7 times. TBHC was later acquired in 2022 by Nestle Health Sciences from
ORA New Zealand Limited (ORA) at an enterprise value of NZ $375 million. TBHC’s other products include
natural health supplements sold under the GO Healthy brand and therefore this transaction is not directly
comparable. Further detail on the TBHC transaction is provided in the overview of transactions in the health
& wellness industry which is outlined in the next section.
APPENDIX A – TRANSACTION DESCRIPTIONS
Details of the transactions outlined in section 5.3.1 are provided below:
Honey Sector Transactions
The valuation of Comvita has been considered having regard to the earnings multiples implied by the prices at
which broadly comparable companies and businesses have changed hands. A selection of relevant transactions
in the Australasian honey sector are set out:
TRANSACTION EVIDENCE – AUSTRALASIAN HONEY SECTOR
DATE TARGET PURCHASER
IMPLIED
ENTERPRISE
VALUE
(NZ$MILLIONS)
EBITDA
MULTIPLE (TIMES)
EBIT
MULTIPLE (TIMES)
HIST. FORECAST HIST. FORECAST
Apr 25 Egmont Honey Huatai International ~144 n.a. ~7.0
n.a. n.a.
May 21 King Honey Me Today 36 9.2 6.7 14.1 8.9
Aug 20 Egmont Honey
The Better Health
Company
44 n.a. 7.0 n.a. n.a.
Sep 18 Mānuka Health Hong Leong Group 363 ~12.5 n.a. n.a. n.a.
Aug 18 Capilano Honey
ROC Capital, Wattle Hill
Capital
230 12.5 11.5 14.5 12.7
Sep 15 Mānuka Health Pacific Equity Partners 110 8.2 5.7 9.0 6.2
Average 10.6 7.6 12.5 9.3
Median 10.9 7.0 14.1 8.9
Grant Samuel analysis (see Appendix A for detailed descriptions)
Grant Samuel makes the following comments regarding the transactions above:
§
Egmont Honey (2025 transaction). In April 2025 Nestle announced that it had sold Egmont Honey to Chinese
private equity firm Huatai International. Egmont Honey owns and manages its own hives, it also purchases
honey from third party beekeepers and suppliers. It sells bulk and bottled honey into the New Zealand and
export markets. Assuming a debt and cash free transaction then the implied EBITDA multiple would be
approximately 7.0 times.
§
King Honey (2021). NZX listed Me Today Limited (Me Today) acquired King Honey Limited (King Honey) for
a NZ$36 million which was settled through a mix of cash, Me Today shares and a subordinated note. King
Honey operates as a premium New Zealand Mānuka Honey business, with the capacity to produce over 350
tonnes of honey from more than 18,000 hives and 3,600 queen bee rearing hives. Me Today, through its
subsidiaries, produces, sells, and markets health and wellbeing products in New Zealand. After settlement,
it was discovered that inventory held by King Honey’s distributor and largest customer in China was much
larger than expected. King Honey’s revenues decreased to $2.0 million in FY24 down from $16.5 million
prior to the sale. In July 2025, Me Today appointed receivers and liquidators to King Honey following
unsuccessful attempts to sell the business as a going concern.
§
Egmont Honey (2020 transaction). In 2020, The Better Health Company Limited (TBHC) agreed to acquire
the remaining 49% stake in Egmont Honey Limited for $18.7 million. The transaction implied a forecast
EBITDA multiple of approximately 7 times. TBHC was later acquired in 2022 by Nestle Health Sciences from
ORA New Zealand Limited (ORA) at an enterprise value of NZ $375 million. TBHC’s other products include
natural health supplements sold under the GO Healthy brand and therefore this transaction is not directly
comparable. Further detail on the TBHC transaction is provided in the overview of transactions in the health
& wellness industry which is outlined in the next section.
§
Mānuka Health (2018 transaction). In 2018 it was announced that Mānuka Health was sold to the Hong
Leong Group for an enterprise value of NZ$363 million. Mānuka Health manufactures and sells natural health
and beauty products. The company offers Mānuka and gourmet honey, dietary supplements, propolis,
winter wellbeing products and skin and oral care products online in New Zealand and internationally. The
co mpany was incorporated in 2004 and is based in Auckland, New Zealand. Mānuka Health has become
increasingly focused on international export markets with export sales increasing from 68% of total sales in
FY19 to 86% of total sales in FY24.
§
Capilano Honey (2018). In 2018, a consortium of investors entered into a scheme implementation
agreement to acquire ASX listed Capilano Honey Limited (Capilano) for approximately A$190 million implying
an enterprise value of approximately A$210 million. Capilano packs and sells honey under the Capilano
brand in Australia and internationally. At the time of the sale in 2018, approximately 83% of its revenues
were from the Australian market. On 8 July 2025 the Australian Financial Review reported that the owner
of Capilano, Hive & Wellness Australia had commenced a strategic review after fielding inbound expressions
of interest for the business which was generating revenues of approximately A$150m in FY25. Since the
2018 acquisition, Capilano had expanded internationally to more than 35 countries including China, Japan,
Korea and the USA. In FY18, prior to the scheme, Capilano reported revenues of A$138.5 million, implying
its revenues have only moderately increased between FY18 and FY25.
§
Mānuka Health (2015 transaction). In 2015, Australian private equity firm PEP announced that it acquired
Mānuka Health from Waterman Capital, founder Kerry Paul, Milford Asset Management and other
shareholders. A media article reported that the purchase price was approximately NZ$110 million. The
purchase price implied multiples of 8.2 times FY15 EBITDA and 9.0 times FY25 EBITDA using accounts filed
on the New Zealand Companies Office. For the financial year ended 30 June 2016 Mānuka Health reported
reve nue of NZ$70.3 million and EBITDA of approximately NZ$17.9 million. The company’s revenue grew by
30% from NZ$54.1 million in the prior financial year. During FY16 approximately two thirds of revenues are
generated from export markets. PEP is one of the largest private equity firms in Australia.
50
Other Health & Wellness Transactions – Australasia
A selection of relevant transactions in the health and wellness sector globally are set out below. These
transactions are considered not as directly comparable for valuing Comvita.
TRANSACTION EVIDENCE – INTERNATIONAL HEALTH & WELLNESS
DATE TARGET PURCHASER
IMPLIED
ENTERPRISE
VALUE
(NZ$ MILLIONS)
EBITDA
MULTIPLE (TIMES)
EBIT
MULTIPLE (TIMES)
HIST. FORECAST HIST. FORECAST
Australasia
Apr 23 Blackmores Kirin Health Sciences 1,987 25.9 22.4 33.6 28.2
Jun 22
The Better Health
Company (THBC)
Nestle Health Sciences 375 22.7 n.a 31.6 n.a
Dec 18
Trilogy
International
Citic Capital 242 12.4 12.1 13.0 13.1
Aug 16 Vitaco Shanghai Pharma 369 14.6 13.6 16.8 15.5
Sep 15 Swisse Wellness
Biostime Healthy
Australia
1,904 13.2 n.a. n.a. n.a.
International
Dec 24
Hiya Health
Products
USANA Health
Sciences
460 11.9 n.a. 13.8 n.a.
Jun 24 Fancl Corporation Kirin Health Sciences 4,114 18.6 16.3 24.6 20.4
Apr 21
Bountiful
Company brands
Nestle Health Sciences 7,935 16.8 n.a. n.a. n.a.
Dec 17
Atrium
Innovations
Nestle Health Sciences 3,349 15.9 n.a. n.a. n.a.
Average – All 16.9 16.1 22.2 19.3
Median - All 15.9 15.0 20.7 17.9
Grant Samuel analysis (see Appendix A for detailed descriptions)
Grant Samuel makes the following comments regarding the transactions above:
§
Hiya Health Products (2024). Hiya is a direct-to-consumer provider of health & wellness products for children,
primarily in the US. The product portfolio as well as the direct-to-consumer subscription model were
attractive to the acquirer USANA Health Sciences, which also manufactures its own range of health &
wellness products for adults. Hiya’s growth was projected at nearly 30% for its 2025 financial year.
§
The Better Health Company (TBHC) (2022). Better Health was the parent company of GO Healthy, a leading
New Zealand vitamins and supplements brand and Mānuka honey brand Egmont Honey. Nestle also
acquired a manufacturing facility in Auckland as part of the transaction. Nestle noted that Better Health was
a good strategic fit for with the acquisition likely to drive growth in the vitamins and dietary supplements
and wellness nutrition sectors in the Australasian region. The implied multiple was high at 22.7 times
historical EBITDA. Note that Egmont Honey was later sold in 2025 as it was considered non-core to Nestle’s
product portfolio.
§
Trilogy International (2018). Trilogy International operated a range of businesses including Trilogy (natural
skincare products and a leader in the rosehip oil category), Ecoya (candles and home fragrance products),
Lanocorp (skincare products), and CS&Co (fragrance distribution). The main attraction for the purchaser,
Chinese based private equity firm CITIC Capital was the opportunity to expand sales of the Trilogy product
range throughout Asia. The Trilogy brand contributed most of the earnings. Since the 2018 transaction
Trilogy International has divested CS&Co in 2023 and Lanocorp in 2025.
51
§
Vitaco (2016). Vitaco develops, manufactures and distributes nutrition products in New Zealand and
Australia. The acquisition by Shanghai Pharma provided access to premium international health brands, a
route to distribute Vitaco’s products through its network pharmacies in China, and, at the time, access to the
fast growing Chinese supplements market.
§
Fancl Corporation (2024). Fancl is a manufacturer and distributor of cosmetic and nutritional supplement
products, primarily in Japan. The business was complementary to Kirin’s other health and wellness
businesses (including Blackmores) and enlarged Kirin’s distribution platform with 70% of Fancl’s sales being
direct to consumer via its own stores and online. The forecast EBITDA multiple of 16.3 times is consistent
with other transactions involving well established supplements businesses such as Bountiful Brands and
Atrium Innovations.
§
Blackmores (2023). Blackmores is a leading natural health company in Australia which has also has
operations in New Zealand, Southeast Asia and China. The relatively high earnings multiples (at 22.4 times
forecast EBITDA) can be attributed to the market position of the brand, strong historical growth, exposure
to Asian markets and the strategic nature of the transaction for Kirin Health Sciences.
§
Core brands of Bountiful (2021). The Bountiful Company is a key player in the global nutrition and
supplement markets with a diverse range of brands. The transaction added significant scale to Nestle’s
existing vitamins, minerals and supplements product portfolio. The historical EBITDA multiple at 16.8 times
reflects the large size of the business with an enterprise value of US$5.8 billion.
§
Atrium Innovations (2017). Atrium Innovations provides nutritional health products, primarily in the North
American market. The implied multiple at 15.9 times historical EBITDA is broadly in line with multiples
implied by Nestle’s purchase of the Bountiful Brands business in 2021 and reflects the large size of the
business at a US$2.3 billion enterprise value.
§
Swisse Wellness (2015). Swisse is a manufacturer and distributor of vitamins and supplements, and related
products. The acquisition provided an entry for Biostime into the adult nutrition and supplements markets,
access to a premium Australasia wellness brand and the opportunity to sell the Swisse range of products via
Biostime’s distribution network in Asia. The multiple of 13.2 times historical EBITDA reflects the large size
of the business with a NZ$1.9 billion enterprise value.
52
APPENDIX B – COMPARABLE LISTED COMPANIES
Details of the comparable listed companies outlined in section 5.3.1 are provided below.
The following table sets out the implied EBITDA and EBIT multiples for a range of listed comparable companies:
22
S
AREMAR
ET RATIN S O SELECTED LISTED COMPANIES
ENTITY
MARKET
CAPITALISATION
(NZ$ MILLIONS)
EBITDA MULTIPLE (TIMES)
24
EBIT MULTIPLE (TIMES)
25
HISTORICAL FORECAST HISTORICAL FORECAST
Australasia
Vita Life Sciences 155 9.2 n.a. 9.7 n.a.
EZZ Life Science Holdings 118 7.7 6.0 8.0 6.2
McPhersons 43 7.5 n.a. n.m. n.a.
BLIS Technologies 20 8.8 n.a. 11.8 n.a.
North American
Jamieson Wellness 1,879 16.2 12.5 18.3 13.1
USANA Health Sciences 874 5.0 3.7 6.2 7.6
Nature’s Sunshine 464 5.4 4.3 9.3 8.2
Median
7.7 5.2 9.5 7.9
Average
8.5 6.6 10.6 8.8
Grant Samuel analysis (see Appendix B), n.a. means not available. n.m. means not meaningful. See Appendix B for detailed descriptions.
When observing the table above the following points should be noted:
§
The multiples are based on closing share prices as at 30 September 2025.
§
Vita Life Sciences Limited (Vita), EZZ Life Science Holdings Limited (EZZ) and BLIS Technologies Limited (BLIS)
are Australasian companies that manufacture and distribute natural health products.
§
EZZ provides skin care and consumer health products in Australia and internationally. The company operates
in two segments, Company owned products which accounted for 94% of revenues for the year ended 30
June 2024 and brought in lines which accounted for the remaining 6% of revenues. EZZ’s revenues have
increased strongly in recent years driven by growing sales of its branded products on Chinese ecommerce
platforms. The Chinese market contributes approximately two thirds its revenues and Southeast Asia
represents a further ~20% of revenues. FY25 revenue and earnings growth had moderated following a
substantial increase in revenues from A$15 m illion for its financial year ended June 2022 to A$67 million for
its financial year ended June 2025. Growth is forecast to continue in FY26 and FY27 but at a more moderate
rate than what was achieved historically.
§
Vita Life Sciences Limited (Vita Life Sciences) engages in formulating, packaging, distributing, and selling
vitamins and supplements in Australia, Malaysia and other international markets. The company also offers
various minerals, herbs, and superfoods as well as nutritional products and nutritional oils. The company
markets its products through pharmacies and health food channels under the Herbs of Gold, VitaHealth, and
VitaScience brands. Vita is more domestically focused with 55% of its revenues from the Australian market
and 45% from overseas markets. Its earnings have been relatively stable in recent years.
________________________________________________________________________________________________________________________________________________________
22
Grant Samuel analysis based on data obtained from S&P Capital IQ, company annual reports and announcements and broker forecasts.
Where broker forecasts are used, the median of the financial forecasts has generally been used to derive relevant forecast value
parameters. The source, date and number of broker reports utilised for each company depends on analyst coverage, availability and
recent corporate activity.
23
The companies selected have a variety of year ends. The financial information presented in the Historic column corresponds to the most
recent actual annual result. The forecast column corresponds to the forecast for the subsequent year.
24
Represents gross capitalisation (that is, the sum of the market capitalisation adjusted for minorities, plus borrowings less cash as at the
latest balance date) divided by EBITDA.
25
Represents gross capitalisation divided by EBIT.
53
§
BLIS is a small NZX listed company that develops and sells healthcare products based on strains of bacteria.
The company offers BLIS K12 (an oral probiotic supplement to support ear, nose and throat health as well as
for enhancing immunity and bad breath), BLIS M18 (an oral probiotic to support teeth and gum health) and
BLIS Q24 (a probiotic supplement to balance the skin microbiome). For the year ended 31 March 2025,
approximately 36% of revenues were from North American, 29% were from Europe, the Middle East and
Africa, 18% were from the Asia Pacific (excluding New Zealand) and 15% were from New Zealand. Its revenue
growth has been low. BLIS had a high cash position of $9.7 million (as at 31 March 2025) relative to its market
capitalisation of approximately NZ$23 million. 85% of BLIS’ revenues come from export markets with North
America and Europe being its largest markets. BLIS is not covered by any brokers and therefore forecasts are
not available.
§
McPherson’s is primarily focused on consumable products such as beauty tools and accessories, cotton
products, hair tools and accessories and is therefore less comparable to Comvita. Its product range also
include facial skincare and vitamin products. The company is not covered by any brokers and therefore
forecasts are not available.
§
Jamieson Wellness Inc (Jamieson) develops, manufactures and sells natural health products in Canada, the
United States, China and internationally. The ‘Brands’ segment manufactures, distributes and markets
branded products including vitamins, minerals and supplements as well as sports nutrition products. Its
‘Strategic Partners’ segment provides contract manufacturing services to consumer health companies and
retailers. Jamieson has historically achieved strong revenue and earnings growth with revenue and earnings
doubling between 2019 and 2024 and an outlook for continued growth. The consistent historical growth
and positive outlook, as well as the company’s scale explain why it is trading at higher multiples than its
peers (at approximately 12 times forecast EBITDA). Jamieson generates approximately 80% of its revenue
from the North American market.
§
Nature’s Sunshine Products Inc. (Nature’s Sunshine) a natural health and wellness company, manufactures
and sells nutritional and personal care products. It offers general health products, immunity, cardiovascular,
and digestive products and personal care products. Its products are sold under the Nature's Sunshine and
Synergy WorldWide brands through independent consultants. Nature’s Sunshine has had relatively flat
revenue and earnings between 2020 and 2024. It generates nearly half of its revenues from Asia with key
markets being Taiwan and South Korea. The company’s trading multiples are low but in line with USANA
which also has high exposure to the Asian market.
§
USANA Health Sciences Inc (USANA) develops, manufactures, and sells science-based nutritional and
personal care products. The company offers nutritional products such as vitamin and mineral supplements
and foods that include meal replacement shakes, snack bars, and other related products. It offers its
products directly in the Asia Pacific, the Americas, and Europe, as well as online. USANA has experienced
declining sales and earnings in recent years with Asian markets contributing approximately 80% of revenues.
The decline in sales has been attributed to the stringent COVID-19 policies implemented in China, a declining
distributor base, margin pressures and limited product innovation. The current trading multiples of USANA
are low. The low trading multiples likely reflects the declining sales and earnings trend over the last 3 years.
§
The companies selected have varying financial year ends. The data presented above is the most recent
annual historical result plus the subsequent forecast year.
§
There are considerable differences between the operations and scale of the comparable companies when
compared with Comvita. In addition, care needs to be exercised when comparing multiples of New Zealand
companies with internationally listed companies. Differences in regulatory environments, share market and
broader economic conditions, taxation systems and accounting standards hinder comparisons.
54
§
Each of the above companies has adopted IFRS16.
Grant Samuel has calculated trading multiples on a pre-
IFRS16 basis. A pre-IFRS16 approach:
• enables consideration of trends in each business (in particular EBITDA and EBIT margins) on a
consistent basis; and
• is consistent with the comparable transaction multiples.
________________________________________________________________________________________________________________________________________________________
The impact of IFRS 16 has been reversed by excluding lease liabilities from net borrowings in determining the enterprise value and
adjusting broker forecasts of EBITDA and EBIT (to include estimated lease payments using lease depreciation and lease interest as a proxy)
to the extent that brokers appear to have adjusted forecast earnings for the impact of IFRS16. It should be noted that IFRS16 is an
accounting concept and its application does not have any impact on the cash flow of a business or a company. A valuation prepared on a
post IFRS16 basis should give the same result as a valuation prepared on a pre-IFRS 16 basis provided that all elements of the valuation
(earnings, multiples, net debt) are determined and applied on a consistent basis.
55
APPENDIX C – V ALUATION METHODOLOGY DESCRIPTIONS
Capitalisation of Earnings
Capitalisation of earnings or cash flows is most appropriate for businesses with a substantial operating history and
a consistent earnings trend that is sufficiently stable to be indicative of ongoing earnings potential. This
methodology is not particularly suitable for start-up businesses, businesses with an erratic earnings pattern or
businesses that have unusual expenditure requirements. This methodology involves capitalising the earnings or
cash flows of a business at a multiple that reflects the risks of the business and the stream of income that it
generates. These multiples can be applied to a number of different earnings or cash flow measures including
EBITDA, EBITA, EBIT or net profit after tax. These are referred to respectively as EBITDA multiples, EBITA multiples,
EBIT multiples and price earnings multiples. Price earnings multiples are commonly used in the context of the
share market. EBITDA, EBITA and EBIT multiples are more commonly used in valuing whole businesses for
acquisition purposes where gearing is in the control of the acquirer.
Where an ongoing business with relatively stable and predictable earnings is being valued Grant Samuel uses
capitalised earnings or operating cash flows as a primary reference point. Application of this valuation
methodology involves:
§
estimation of earnings or cash flow levels that a purchaser would utilise for valuation purposes having regard
to historical and forecast operating results, non-recurring items of income and expenditure and known
factors likely to impact on operating performance; and
§
consideration of an appropriate capitalisation multiple having regard to the market rating of comparable
businesses, the extent and nature of competition, the time period of earnings used, the quality of earnings,
growth prospects and relative business risk.
The choice between the parameters is usually not critical and should give a similar result. All are commonly used
in the valuation of industrial businesses. EBITDA can be preferable if depreciation or non-cash charges distort
earnings or make comparisons between companies difficult but care needs to be exercised to ensure that proper
account is taken of factors such as the level of capital expenditure needed for the business and whether or not
any amortisation costs also relate to ongoing cash costs. EBITA avoids the distortions of goodwill amortisation.
EBIT can better adjust for differences in relative capital intensity.
Determination of the appropriate earnings multiple is usually the most judgemental element of a valuation.
Definitive or even indicative offers for a particular asset or business can provide the most reliable support for
selection of an appropriate earnings multiple. In the absence of meaningful offers, it is necessary to infer the
appropriate multiple from other evidence.
The primary approach used by valuers is to determine the multiple that other buyers have been prepared to pay
for similar businesses in the recent past. However, each transaction will be the product of a unique combination
of factors, including:
§
economic factors (e.g. economic growth, inflation, interest rates) affecting the markets in which the
company operates;
§
strategic attractions of the business - its particular strengths and weaknesses, market position of the business,
strength of competition and barriers to entry;
§
rationalisation or synergy benefits available to the acquirer;
§
the structural and regulatory framework;
§
investment and sharemarket conditions at the time; and
§
the number of competing buyers for a business.
56
A pattern may emerge from transactions involving similar businesses with sales typically taking place at prices
corresponding to earnings multiples within a particular range. While averages or medians can be determined it is
not appropriate to simply apply such measures to the business being valued. The range will generally reflect the
growth prospects and risks of those businesses. Mature, low growth businesses will, in the absence of other
factors, attract lower multiples than those businesses with potential for significant growth in earnings. The most
important part of valuation is to evaluate the attributes of the specific business being valued and to distinguish it
from its peers so as to form a judgement as to where on the spectrum it appropriately belongs.
An alternative approach in valuing businesses is to review the multiples at which shares in listed companies in the
same industry sector trade on the sharemarket. This gives an indication of the price levels at which portfolio
investors are prepared to invest in these businesses. Share prices reflect trades in small parcels of shares (portfolio
interests) rather than whole companies and it is necessary to adjust for this factor. To convert sharemarket data
to meaningful information on the valuation of companies as a whole, it is market practice to add a “premium for
control” to allow for the premium which is normally paid to obtain control through a takeover offer. This premium
is typically in the range 20-35%.
The premium for control paid in takeovers is observable but caution must be exercised in assessing the value of a
company or business based on the market rating of comparable companies or businesses. The premium for
control is an outcome of the valuation process, not a determinant of value. Premiums are paid for reasons that
vary from case to case and may be substantial due to synergy or other benefits available to the acquirer. In other
situations premiums may be minimal or even zero. It is inappropriate to apply an average premium of 20-35%
without having regard to the circumstances of each case. In some situations there is no premium. There are
transactions where no corporate buyer is prepared to pay a price in excess of the prices paid by institutional
investors through an initial public offering.
Acquisitions of listed companies in different countries can be analysed for comparative purposes, but it is
necessary to give consideration to differences in overall sharemarket levels and ratings between countries,
economic factors (economic growth, inflation, interest rates) and market structures (competition etc.) and the
regulatory framework. It is not appropriate to adjust multiples in a mechanistic way for differences in interest
rates or sharemarket levels.
The analysis of comparable transactions and sharemarket prices for comparable companies will not always lead
to an obvious conclusion as to which multiple or range of multiples will apply. There will often be a wide spread
of multiples and the application of judgement becomes critical. Moreover, it is necessary to consider the particular
attributes of the business being valued and decide whether it warrants a higher or lower multiple than the
comparable companies. This assessment is essentially a judgement.
Discounted Cash Flow
Discounting of projected cash flows has a strong theoretical basis. It is the most commonly used method for
valuation in a number of industries, and for the valuation of start-up projects where earnings during the first few
years can be negative. DCF valuations involve calculating the net present value of projected cash flows. This
methodology is able to explicitly capture the effect of a turnaround in the business, the ramp up to maturity or
significant changes expected in capital expenditure patterns. The cash flows are discounted using a discount rate,
which reflects the risk associated with the cash flow stream. Considerable judgement is required in estimating
future cash flows and it is generally necessary to place great reliance on medium to long-term projections prepared
by management. The discount rate is also not an observable number and must be inferred from other data (usually
only historical). None of this data is particularly reliable so estimates of the discount rate necessity involve a
substantial element of judgment. In addition, even where cash flow forecasts are available the terminal or
continuing value is usually a high proportion of value. Accordingly, the multiple used in assessing this terminal
value becomes the critical determinant in the valuation (i.e. it is a “de facto” cash flow capitalisation valuation).
The net present value is typically extremely sensitive to relatively small changes in underlying assumptions, few of
which are capable of being predicted with accuracy, particularly beyond the first two or three years. The arbitrary
assumptions that need to be made and the width of any value range mean the results are often not meaningful
57
or reliable. Notwithstanding these limitations, DCF valuations are commonly used and can at least play a role in
providing a check on alternative methodologies, not least because explicit and relatively detailed assumptions
need to be made as to the expected future performance of the business operations.
Industry Rules of Thumb
Industry rules of thumb are commonly used in some industries. These are generally used by a valuer as a “cross
check” of the result determined by a capitalised earnings valuation or by discounting cash flows, but in some
industries rules of thumb can be the primary basis on which buyers determine prices.
Realisation of Assets
Valuations based on an estimate of the aggregate proceeds from an orderly realisation of assets are commonly
applied to businesses that are not going concerns. They effectively reflect liquidation values and typically attribute
no value to any goodwill associated with ongoing trading.
APPENDIX D – INTERPRETATION OF MULTIPLES
Earnings multiples are normally benchmarked against two primary sets of reference points:
§
the multiples implied by the share prices of listed peer group companies; and
§
the multiples implied by the prices paid in acquisitions of other companies in the same industry.
In interpreting and evaluating such data it is necessary to recognise that:
§
multiples based on listed company share prices do not include a premium for control and are therefore often
(but not always) less than multiples that would apply to acquisitions of controlling interests in similar
companies. However, while the premium paid to obtain control in takeovers is observable (typically in the
range 15-30%) it is inappropriate to simply add a premium to listed multiples. The premium for control is an
outcome of the valuation process, not a determinant of value. Premiums are paid for reasons that vary from
case to case and may be substantial due to synergy or other benefits available to the acquirer. In other
situations premiums may be minimal or even zero. There are transactions where no corporate buyer is
prepared to pay a price in excess of the prices paid by share market investors;
§
acquisition multiples from comparable transactions are therefore usually seen as a better guide when valuing
100% of a business but the data tends to be less transparent and information on forecast earnings is often
unavailable;
§
the analysis will give a range of outcomes from which averages or medians can be determined but it is not
appropriate to simply apply such measures to the company being valued. The most important part of
valuation is to evaluate the attributes of the specific company being valued and to distinguish it from its
peers so as to form a judgement as to where on the spectrum it belongs;
§
acquisition multiples are a product of the economic and other circumstances at the time of the transaction.
However, each transaction will be the product of a unique combination of factors, including:
• economic factors (e.g. economic growth, inflation, interest rates) affecting the markets in which the
company operates;
• strategic attractions of the business – its particular strengths and weaknesses, market position of the
business, strength of competition and barriers to entry;
• the company’s own performance and growth trajectory;
• rationalisation or synergy benefits available to the acquirer;
• the structural and regulatory framework;
• investment and share market conditions at the time, and
• the number of competing buyers for a business.
§
acquisitions and listed companies in different countries can be analysed for comparative purposes, but it is
necessary to give consideration to differences in overall share market levels and rating between countries,
economic factors (economic growth, inflation, interest rates), market structure (competition etc) and the
regulatory framework. It is not appropriate to adjust multiples in a mechanistic way for differences in
interest rates or share market levels;
§
acquisition multiples are based on the target’s earnings but the price paid normally reflects the fact that
there were cost reduction opportunities or synergies available to the acquirer (at least if the acquirer is a
“trade buyer” with existing businesses in the same or a related industry). If the target’s earnings were
adjusted for these cost reductions and/or synergies the effective multiple paid by the acquirer would be
lower than that calculated on the target’s earnings;
§
while EBITDA multiples are commonly used benchmarks they are an incomplete measure of cash flow. The
appropriate multiple is affected by, among other things, the level of capital expenditure (and working capital
investment) relative to EBITDA. In this respect:
• EBIT multiples can in some circumstances be a better guide because (assuming depreciation is a
reasonable proxy for capital expenditure) they effectively adjust for relative capital intensity and
present a better approximation of free cash flow. However, capital expenditure is lumpy and
depreciation expense may not be a reliable guide. In addition, there can be differences between
companies in the basis of calculation of depreciation; and
• businesses that generate higher EBITDA margins than their peer group companies will, all other
things being equal, warrant higher EBITDA multiples because free cash flow will, in relative terms,
be higher (as capital expenditure is a smaller proportion of earnings).
60
APPENDIX E – QUALIFICATIONS, DECLARATIONS AND CONSENTS
1. Qualifications
The Grant Samuel group of companies provides corporate advisory services in relation to mergers and
acquisitions, capital raisings, corporate restructuring and financial matters generally. One of the primary
activities of Grant Samuel is the preparation of corporate and business valuations and the provision of
independent advice and expert’s reports in connection with mergers and acquisitions, takeovers and capital
reconstructions. Since inception in 1988, Grant Samuel and its related companies have prepared more than
400 public expert and appraisal reports.
The persons responsible for preparing this report on behalf of Grant Samuel are Jake Sheehan BCom (Hons),
Christopher Smith (BCom, PGDipFin, MAppFin) and Simon Cotter (BCom, MAppFin, F Fin). Each has a
significant number of years of experience in relevant corporate advisory matters.
2. Limitations and Reliance on Information
Grant Samuel’s opinion is based on economic, market and other conditions prevailing at the date of this
report. Such conditions can change significantly over relatively short periods of time. The report is based
upon financial and other information provided by the directors, management and advisers of Comvita. Grant
Samuel has considered and relied upon this information. Grant Samuel believes that the information
provided was reliable, complete and not misleading and has no reason to believe that any material facts have
been withheld.
The information provided has been evaluated through analysis, enquiry, and review for the purposes of
forming an opinion as to the underlying value of Comvita. However, in such assignments time is limited and
Grant Samuel does not warrant that these inquiries have identified or verified all of the matters which an
audit, extensive examination or “due diligence” investigation might disclose.
In any event, an analysis of the merits of the Scheme is in the nature of an overall opinion rather than an
audit or detailed investigation. In addition, preparation of this report does not imply that Grant Samuel has
audited in any way the management accounts or other records of Comvita. It is understood that, where
appropriate, the accounting information provided to Grant Samuel was prepared in accordance with
generally accepted accounting practice and in a manner consistent with methods of accounting used in
previous years.
An important part of the information base used in forming an opinion of the kind expressed in this report is
the opinions and judgement of the management of the relevant enterprise. That information was also
evaluated through analysis, enquiry and review to the extent practicable. However, it must be recognised
that such information is not always capable of external verification or validation.
The information provided to Grant Samuel included projections of future revenue, expenditures, profits and
cash flows of Comvita prepared by the management of Comvita. Grant Samuel has used these projections
for the purpose of its analysis. Grant Samuel has assumed that these projections were prepared accurately,
fairly and honestly based on information available to management at the time and within the practical
constraints and limitations of such projections. It is assumed that the projections do not reflect any material
bias, either positive or negative. Grant Samuel has no reason to believe otherwise.
However, Grant Samuel in no way guarantees or otherwise warrants the achievability of the projections of
future profits and cash flows for Comvita. Projections are inherently uncertain. Projections are predictions
of future events that cannot be assured and are necessarily based on assumptions, many of which are beyond
the control of management. The actual future results may be significantly more or less favourable.
61
To the extent that there are legal issues relating to assets, properties, or business interests or issues relating
to compliance with applicable laws, regulations, and policies, Grant Samuel assumes no responsibility and
offers no legal opinion or interpretation on any issue. In forming its opinion, Grant Samuel has assumed,
except as specifically advised to it, that:
§ the title to all such assets, properties, or business interests purportedly owned by Comvita is good and
marketable in all material respects, and there are no material adverse interests, encumbrances,
engineering, environmental, zoning, planning or related issues associated with these interests, and that
the subject assets, properties, or business interests are free and clear of any and all material liens,
encumbrances or encroachments;
§ there is compliance in all material respects with all applicable national and local regulations and laws,
as well as the policies of all applicable regulators other than as publicly disclosed, and that all required
licences, rights, consents, or legislative or administrative authorities from any government, private
entity, regulatory agency or organisation have been or can be obtained or renewed for the operation
of the business of Comvita, other than as publicly disclosed;
§ various contracts in place and their respective contractual terms will continue and will not be materially
and adversely influenced by potential changes in control; and
§ there are no material legal proceedings regarding the business, assets or affairs of Comvita, other than
as publicly disclosed.
3. Disclaimers
It is not intended that this report should be used or relied upon for any purpose other than as an expression
of Grant Samuel’s opinion as to the merits of the Scheme. Grant Samuel expressly disclaims any liability to
any Comvita security holder who relies or purports to rely on the report for any other purpose and to any
other party who relies or purports to rely on the report for any purpose whatsoever.
This report has been prepared by Grant Samuel with care and diligence and the statements and opinions
given by Grant Samuel in this report are given in good faith and in the belief on reasonable grounds that such
statements and opinions are correct and not misleading. However, no responsibility is accepted by Grant
Samuel or any of its officers or employees to the extent allowed by law for errors or omissions however
arising in the preparation of this report, provided that this shall not absolve Grant Samuel from liability arising
from an opinion expressed recklessly or in bad faith.
Grant Samuel has had no involvement in the preparation of the Scheme Booklet (except for this report)
issued by Comvita and has not verified or approved any of the contents of the Scheme Booklet (except for
this report). Grant Samuel does not accept any responsibility for the contents of the Scheme Booklet (except
for this report).
4. Independence
Grant Samuel and its related entities do not have any shareholding in or other relationship or conflict of
interest with Comvita or its subsidiaries that could affect its ability to provide an unbiased opinion in relation
to the Scheme. Grant Samuel had no part in the formulation of the Scheme. Its only role has been the
preparation of this report. Grant Samuel will receive a fixed fee for the preparation of this report. This fee
is not contingent on the outcome of the Scheme. Grant Samuel will receive no other benefit for the
preparation of this report. Grant Samuel considers itself to be independent for the purposes of the Code.
5. Information
Grant Samuel has obtained all the information that it believes is desirable for the purposes of preparing this
report, including all relevant information which is or should have been known to any Director of Comvita and
made available to the Directors. Grant Samuel confirms that in its opinion the information provided by
62
Comvita and contained within this report is sufficient to enable Comvita shareholders to understand all
relevant factors and make an informed decision in respect of the Scheme. The following information was
used and relied upon in preparing this report:
5.1 Publicly Available Information
§ Scheme Implementation Agreement between Florenz and Comvita;
§ Comvita’s Annual Reports for the financial years ended 30 June 2019 to 2025;
§ Comvita’s presentations for the financial years ended 30 June 2019 to 2025; and
§ Broker research, industry reports and press articles.
5.2 Non-Public Information
§ Segment performance summaries for FY23A to FY26B;
§ Comvita detailed balance sheet as at 30 June 2025;
§ Monthly management accounts for FY23 to FY25 and the budget for FY26;
§ FY26 budget document including commentary;
§ Detail regarding one-off income expenses between FY21 and FY25 including the impact of Cyclone
Gabrielle;
§ Analysis of costs associated with being an NZX listed company;
§ Detailed breakdown of inventories as at 30 April 2025;
§ Management board reports for FY24 and FY25;
§ Management presentation dated June 2025;
§ Papers regarding capital raise considerations and alternative proposals;
§ Detail regarding accounting irregularities;
§ Documentation regarding Comvita’s bank arrangements including amendment and waiver letter, bank
presentation and lender response;
§ Industry analysis by Coriolis for Comvita dated March 2025;
§ Statistics from the Ministry of Primary Industries regarding New Zealand export volumes and values;
§ Copies of Board meeting minutes between August 2024 and May 2025; and
§ Details regarding the ESS and PSR schemes.
6. Declarations
Comvita has agreed that it will indemnify Grant Samuel and its employees and officers in respect of any
liability suffered or incurred as a result of or in connection with the preparation of the report. This indemnity
will not apply in respect of the proportion of any liability found by a Court to be primarily caused by any
conduct involving gross negligence or wilful misconduct by Grant Samuel. Comvita has also agreed to
indemnify Grant Samuel and its employees and officers for time spent and reasonable legal costs and
expenses incurred in relation to any inquiry or proceeding initiated by any person. Where Grant Samuel or
its employees and officers are found to have been grossly negligent or engaged in wilful misconduct Grant
Samuel shall bear the proportion of such costs caused by its action. Any claims by Comvita are limited to an
amount equal to the fees paid to Grant Samuel.
dvance drafts of this report were provided to the directors and e4ecutive mana#ement of Comvita. Certain
chan#es were made to the draftin# of the report as a result of the circulation of the draft report. here was
no alteration to the methodolo#y, evaluation or conclusions as a result of issuin# the drafts.
7. Consents
rant amuel consents to the issuin# of this report in the form and conte4t in which it is to be included in the
cheme oo'let to be sent to shareholders of Comvita. either the whole nor any part of this report nor any
reference thereto may be included in any other document without the prior written consent of rant amuel
as to the form and conte4t in which it appears.
ANNEXURE B.
Scheme Plan
ANNEXURE 1
SCHEME PLAN
SCHEME OF ARRANGEMENT UNDER PART 15 OF THE COMPANIES ACT 1993
PARTIES
Comvita Limited (Target)
Florenz Limited (Bidder)
Each person who is registered in the Register as the holder of one or more Scheme Shares
(together the Scheme Shareholders)
1.DEFINITIONS AND INTERPRETATION
1.1 Definitions: In this Scheme Plan, unless the context otherwise requires:
Business Day means any day other than a Saturday, Sunday, a statutory public holiday
in Auckland, New Zealand and excluding any day between 25 December and 4 January
in any year (both dates inclusive);
Companies Act means the Companies Act 1993;
Conditions means:
(a)the conditions set out in clause 3.1 of the Scheme Implementation
Agreement; and
(b)such other conditions made or required by the Court under section 236(1) or
section 237(1) of the Companies Act and approved in writing by Target and
Bidder in accordance with clause 3.3 of the Scheme Implementation
Agreement;
Consideration means in respect of each Scheme Share held by a Scheme Shareholder
NZ$0.80 per Scheme Share;
Court means the High Court of New Zealand, Auckland Registry, or if leave cannot be
reasonably obtained by Target to move the applicable hearings relating to the Scheme,
the Tauranga Registry;
Deed Poll means the deed poll entered into by Bidder in favour of the Scheme
Shareholders;
Effective has the meaning given to that term in the Scheme Implementation
Agreement;
Annexure 1: Scheme Plan Page 91
Encumbrance means:
(a) any security interest within the meaning of section 17(1)(a) of the Personal
Property Securities Act 1999 and any option, right to acquire, right of pre-
emption, assignment by way of security or trust arrangement for the purpose
of providing security, retention arrangement or other security interest of any
kind (other than any reservation of title by suppliers in the ordinary course
of business); and
(b) any agreement to create any of the foregoing;
End Date has the meaning given to that term in the Scheme Implementation
Agreement;
Excluded Shares has the meaning in the Scheme Implementation Agreement;
Final Orders means orders made, on application of Target, that the Scheme is binding
on Target, Bidder, the Scheme Shareholders and such other persons or class of persons
as the Court may specify, in accordance with section 236(1) (and section 237, if
applicable) of the Companies Act;
Final Orders Date means the day on which the Final Orders are granted by the Court;
Funds has the meaning given to that term in clause 3.1;
Government Agency means any government, department, officer or minister of any
government and any governmental, semi-governmental, regulatory, administrative,
fiscal, judicial or quasi-judicial agency, authority, board, commission, tribunal or entity
in any jurisdiction, and includes the Overseas Investment Office, the Takeovers Panel,
and the Financial Markets Authority;
Implementation Date has the meaning given in the Scheme Implementation
Agreement and Implementation correspondingly means the time at which
implementation commences with the first step under clause 4.1(a);
NZX means NZX Limited and, where the context requires, the main board financial
market that it operates;
NZX Listing Rules means the NZX Listing Rules for the NZX Main Board;
Registry Agent means MUFG Pension & Market Services (NZ) Limited;
Record Date has the meaning given to that term in the Scheme Implementation
Agreement;
Register means the Share register maintained by the Registry Agent on behalf of
Target;
Registered Address means, in relation to a Shareholder, the address of that
Shareholder shown in the Register as at the Record Date;
Annexure 1: Scheme Plan Page 92
Scheme means this scheme of arrangement, subject to any alterations or conditions
made or required by the Court under Part 15 of the Companies Act and approved by
Target and Bidder in writing;
Scheme Implementation Agreement means the scheme implementation agreement
dated 17 August 2025 between Target and Bidder;
Scheme Meeting means the special meeting of Shareholders ordered by the Court to
be convened pursuant to section 236(2)(b) and 236A(2) of the Companies Act in
respect of the Scheme (and including any meeting convened following any
adjournment or postponement of that meeting);
Scheme Shareholder means a person who is registered in the Register as the holder of
one or more Scheme Shares as at the Record Date;
Scheme Shares means all of the Shares on issue on the Record Date except for any
Excluded Shares;
Share means a fully paid ordinary share in Target;
Shareholder means a person who is registered in the Register as the holder of one or
more Shares from time to time;
Takeovers Panel means the Takeovers Panel established by section 5(1) of the
Takeovers Act 1993;
Trading Halt Date has the meaning given in the Scheme Implementation Agreement;
Trust Account has the meaning given to that term in clause 3.1; and
Unconditional means all of the Conditions having been satisfied or, if capable of waiver
in accordance with the Scheme Implementation Agreement, waived.
1.2 Interpretation: In this Scheme Plan, unless the context otherwise requires:
(a) headings are to be ignored in construing this document;
(b) the singular includes the plural and vice versa;
(c) words of any gender include all genders;
(d) a reference to a clause is a reference to a clause of this Scheme Plan;
(e) a reference to a statute or other law includes regulations and other
instruments under it and consolidations, amendments, re-enactments or
replacements of any of them;
(f) reference to any document (including this Scheme Plan) includes reference
to that document (and, where applicable, any of its provisions) as amended,
novated, supplemented, or replaced from time to time;
Annexure 1: Scheme Plan Page 93
(g)reference to a party, person or entity includes:
(i)an individual, partnership, firm, company, body corporate,
corporation, association, trust, estate, state, government or any
agency thereof, municipal or local authority and any other entity,
whether incorporated or not (in each case whether or not having a
separate legal personality); and
(ii)an employee, sub-contractor, agent, successor, permitted assign,
executor, administrator and other representative of such party,
person or entity;
(h)written and in writing include any means of reproducing words, figures or
symbols in a tangible and visible form;
(i)the words including or includes do not imply any limitation;
(j)a reference to any time is a reference to that time in New Zealand; and
(k)references to money or $ are to New Zealand dollars.
1.3 Things required to be done other than on a Business Day: Unless otherwise indicated,
if the day on which any act, matter or thing is to be done is a day other than a Business
Day, that act, matter or thing must be done on or by the next Business Day.
1.4 No contra proferentem: No term or condition of this Scheme Plan will be construed
adversely to a party solely because that party was responsible for the preparation of
this Scheme Plan or a provision of it.
2.CONDITIONS
2.1 Conditions: The implementation of the Scheme is conditional in all respects on:
(a)all of the Conditions having been satisfied or waived in accordance with the
terms of the Scheme Implementation Agreement by 8.00am on the
Implementation Date; and
(b)neither the Scheme Implementation Agreement nor the Deed Poll having
been terminated in accordance with its terms before 8.00am on the
Implementation Date.
3.CONSIDERATION INTO TRUST ACCOUNT
3.1 Obligation to Make Consideration Available: Subject to the Scheme Implementation
Agreement not having been terminated and the Scheme having become
Unconditional (except for the Conditions set out in clauses 3.1(d) to 3.1(f) of the
Scheme Implementation Agreement), by no later than 5.00pm on the Business Day before
the Implementation Date, Bidder must deposit (or procure the deposit of) in immediately
available cleared funds an amount equal to the aggregate amount of the Consideration
payable to Scheme Shareholders in a New Zealand dollar denominated trust account
operated by the Registry Agent and notified by the Registry Agent to Bidder no later
Annexure 1: Scheme Plan Page 94
than 5.00pm on the Business Day falling five Business Days before the Implementation
Date (the Funds and that account the Trust Account).
3.2 Details of Trust Account:
(a) Subject to clauses 3.2(b), 5.4, 5.5 and 5.6, the Trust Account will be held and
operated by the Registry Agent on the basis that the Funds are held on trust
for Bidder and to its order, such that only Bidder may direct how the Funds
will be paid from the Trust Account.
(b) Clause 3.2(a) is subject to a standing written direction from Bidder to Target
and to the Registry Agent to make payment of the Consideration to the
Scheme Shareholders in accordance with this Scheme Plan upon transfer of
the Scheme Shares to Bidder under clause 4.1(a).
(c) Any interest earned on the amount deposited in the Trust Account up to
Implementation will be payable to Bidder by the Registry Agent as directed
by Bidder (less bank fees and other Third Party charges relating to the Trust
Account).
3.3 Scheme not implemented: Should the implementation of the Scheme not occur by
5.00pm on the Implementation Date or the Scheme becomes void under clause 7.5,
the Registry Agent will immediately repay the Funds to Bidder to such New Zealand
dollar denominated account instructed to the Registry Agent by Bidder.
4. IMPLEMENTATION
4.1 Implementation: Subject to any amendments or variations as may be required by the
Court, the conditions referenced in clause 2 being satisfied (to be confirmed to the
Registry Agent by written notice given by Target and Bidder immediately after 8.00am
on the Implementation Date upon the conditions set out in clause 2 being satisfied)
and the Consideration having been deposited into the Trust Account in accordance
with clause 3.1, commencing at 9.00 am on the Implementation Date, the following
steps will occur sequentially:
(a) first, without any further act or formality, all the Scheme Shares, together
with all rights and entitlements attaching to them as at the Implementation
Date, will be transferred to Bidder, and Target must enter, or procure the
Registry Agent enter, the name of Bidder in the Register as holder of all of
the Scheme Shares; and
(b) second, subject to compliance with clause 4.1(a) in accordance with the
direction set out in clause 3.2(b), the Registry Agent must pay or procure the
payment from the Trust Account of the Consideration to each Scheme
Shareholder based on the number of Scheme Shares held by that Scheme
Shareholder as set out in the Register as at the Record Date.
Annexure 1: Scheme Plan Page 95
5. TRANSFER OF CONSIDERATION
5.1 Method of payment of Consideration: The payment obligations under clause 4.1(b)
will be satisfied by:
(a) where a Scheme Shareholder has, prior to the Record Date, provided bank
account details to enable the Registry Agent and Target to make payments
of New Zealand dollars by electronic funds transfer, the Registry Agent must
pay the Consideration in New Zealand dollars to the Scheme Shareholder by
electronic funds transfer of the relevant amount to the bank account
nominated by that Scheme Shareholder; or
(b) where a Scheme Shareholder has not provided the information and/or taken
the steps contemplated by clause 5.1(a) to enable payment to be made to
such Scheme Shareholder in a manner contemplated by one of those clauses
(or if an electronic payment to such Scheme Shareholder is rejected by the
recipient bank) the Registry Agent must retain the Consideration owed to
that Scheme Shareholder in the Trust Account to be claimed by the Scheme
Shareholder in accordance with clause 5.5.
If a Shareholder has given more than one payment direction, then the later direction
in time of receipt will be followed.
5.2 Joint holders: In the case of Scheme Shares held in joint names:
(a) the Consideration is payable to the bank account nominated by the joint
holders or, at the sole discretion of Target, nominated by the holder whose
name appears first in the Register as at the Record Date; and
(b) any other document required to be sent under this Scheme Plan will be sent
to either, at the sole discretion of Target, the holder whose name appears
first in the Register as at the Record Date or to the joint holders.
5.3 Surplus in Trust Account: To the extent that, following satisfaction of the obligations
under clause 4.1(b), there is a surplus in the Trust Account, that surplus (less the
aggregate amount of the Consideration retained in the Trust Account in accordance
with clause 5.1(b) or clause 5.6(b), and less bank fees and other Third Party charges
relating to the Trust Account) shall be promptly paid in full to Bidder.
5.4 Holding on Trust: Target must, in respect of any monies retained by the Registry Agent
pursuant to clause 5.1(b) or clause 5.6(b), instruct the Registry Agent to hold such
monies in the Trust Account on trust for the relevant Scheme Shareholders for a period
of two years and thereafter, subject to clause 5.6, to pay any remaining money in the
Trust Account to Target.
5.5 Unclaimed monies: During the period of two years commencing on the
Implementation Date, on request in writing from a Scheme Shareholder that has not
received payment of the Consideration in accordance with clause 5.1(a) the Registry
Agent must, if such Scheme Shareholder has taken the necessary steps required to
effect payment to such Scheme Shareholder in a manner contemplated by
clause 5.1(a) pay to that Scheme Shareholder the Consideration held on trust for that
Annexure 1: Scheme Plan Page 96
Scheme Shareholder in a manner contemplated by clause 5.1(a) (or in any other
manner approved by the Registry Agent and agreed to by that Scheme Shareholder).
5.6 Orders of a court or Government Agency: Notwithstanding any other provision of this
Scheme Plan, if written notice is given to Target prior to the Record Date of an order
or direction made by a court of competent jurisdiction or a Government Agency that:
(a) requires Consideration to be provided to a Third Party in respect of Scheme
Shares held by a particular Scheme Shareholder, which would otherwise be
due to that Scheme Shareholder in accordance with clause 4.1(b), Target will
be entitled to procure, and Bidder will be deemed to have instructed the
Registry Agent to ensure, that provision of that Consideration is made in
accordance with that order or direction; or
(b) prevents the Consideration from being provided to any particular Scheme
Shareholder in accordance with clause 4.1(b), or the transfer of such
Consideration is otherwise prohibited by applicable law, Target will be
entitled (for so long as such prohibition remains) to retain the payment
(equal to the number of Scheme Shares held by that Scheme Shareholder
multiplied by the Consideration) in the Trust Account until such time as
provision of the Consideration to the Scheme Shareholder in accordance with
clause 4.1(b), or clause 5.5 (as applicable) is permitted by that order or
direction or otherwise by law;
and such provision or retention (as the case may be) will constitute the full discharge
of Bidder's and Target's obligations under clause 4.1(b) or clause 5.5 (as applicable)
with respect to the amount so provided or retained.
6. DEALING IN SHARES
6.1 Trading Halt:
(a) Following the sealing of the Final Orders, Target will advise NZX of the grant
of the Final Orders and, once known, the Trading Halt Date and Record Date
and use its reasonable endeavours to procure that the NZX suspend trading
in the Shares from the close of trading on the Trading Halt Date.
(b) Target must not accept for registration, nor recognise for any purpose
(except a transfer to Bidder pursuant to this Scheme Plan and any
subsequent transfer by Bidder or its successors in title), any transfer or
transmission application or other request received after the Trading Halt
Date or received prior to such time but not in registrable or actionable forms.
6.2 Register:
(a) Target must register registrable transmission applications or registrable
transfers of Shares received prior to 7.00pm on the Trading Halt Date (the
Trading Halt Time) before the Record Date provided that, for the avoidance
of doubt, nothing in this clause 6.2(a) requires Target to register a transfer
that relates to a transfer of Shares on which Target has a lien.
Annexure 1: Scheme Plan Page 97
(b) A holder of Scheme Shares (and any person claiming through that holder)
must not dispose of, or purport or agree to dispose of, any Scheme Shares,
or any interest in them, after the Trading Halt Time otherwise than pursuant
to this Scheme Plan, and any attempt to do so will have no effect and Target
and Bidder shall be entitled to disregard any such disposal.
(c) For the purposes of determining entitlements to the Consideration but
subject to the requirements of the NZX Listing Rules, Target must maintain
the Register in accordance with the provisions of this clause 6 until the
Consideration has been paid to the Scheme Shareholders. The Register in this
form will solely determine entitlements to the Consideration.
(d) From the Record Date, each entry that is current on the Register (other than
entries on the Register in respect of Excluded Shares), will cease to have
effect except as evidence of entitlement to the Consideration in respect of
the Scheme Shares relating to that entry.
(e) As soon as possible on the first Business Day after the Record Date and in any
event by 7.00pm on that day, Target must make available to Bidder in the
form Bidder reasonably requires, details of the names, Registered Addresses
and holdings of Shares for each Scheme Shareholder as shown in the Register
on the Record Date.
7. GENERAL PROVISIONS
7.1 Amendments to Consideration: Bidder may increase the Consideration by written
notice at any time to Target prior to the Scheme Meeting, provided that the Scheme
Implementation Agreement has not been terminated in accordance with its terms
prior to the receipt of such notice by Target.
7.2 Title to and rights in Scheme Shares:
(a) To the extent permitted by law, the Scheme Shares (including all rights and
entitlements attaching to the Scheme Shares) transferred under this Scheme
Plan to Bidder will, at the time of transfer to Bidder, vest in Bidder free from
all Encumbrances and free from any restrictions on transfer of any kind.
(b) Each Scheme Shareholder is taken to have warranted to Bidder on the
Implementation Date that all their Scheme Shares (including any rights and
entitlements attaching to those Scheme Shares) which are transferred under
this Scheme Plan will, at the time of transfer, be fully paid and free from all
Encumbrances and restrictions on transfer of any kind, and that they have
full power and capacity to transfer their Shares to Bidder together with any
rights and entitlements attaching to those Shares.
7.3 Authority given to Target: Each Scheme Shareholder, without the need for any further
act:
(a) on the Final Orders Date, irrevocably appoints Target as its attorney and
agent for the purpose of enforcing the Deed Poll against Bidder (but without
limiting each Scheme Shareholder's right to itself enforce the Deed Poll); and
Annexure 1: Scheme Plan Page 98
(b) on the Implementation Date, irrevocably appoints Target as its attorney and
agent for the purpose of executing any document or doing or taking any
other act necessary, desirable or expedient to give effect to the Scheme and
the transactions contemplated by it,
and Target accepts each such appointment. Each such attorney and agent, may sub-
delegate its functions, authorities or powers under this clause 7.3 to one or more of
Target's directors or senior executive.
7.4 Binding effect of Scheme:
(a) The Scheme binds:
(i) Target;
(ii) Bidder; and
(iii) all of the Scheme Shareholders (including those who did not attend
the Scheme Meeting to vote on the Scheme, did not vote at the
Scheme Meeting, or voted against the Scheme at the Scheme
Meeting).
(b) In the event of any inconsistency, this Scheme Plan overrides the constitution
of Target.
7.5 End Date: If the Scheme has not become Unconditional on or before the End Date, or
if the Scheme Implementation Agreement is terminated in accordance with its terms
at any time, this Scheme Plan is immediately void and of no further force or effect
(other than any provision of the Scheme or this Scheme Plan relating to the repayment
to Bidder of any Funds deposited in accordance with clause 3 and the interest thereon
(less bank fees and other Third Party charges relating to the Trust Account)).
7.6 No liability when acting in good faith: Each Scheme Shareholder agrees that none of
the directors, officers or employees of Target or Bidder will be liable for anything done
or omitted to be done in the performance of the Scheme in good faith.
7.7 Successor obligations: To the extent that any provision of the Scheme or this Scheme
Plan imposes any obligation on Bidder or Target that continues or arises after the
implementation of the Scheme, such obligation may instead be performed by any
successor or related company of Bidder or Target (as applicable) in which case the
obligation will be satisfied as if performed by Bidder or Target (as applicable).
7.8 Governing law:
(a) This Scheme Plan and any non-contractual obligations arising out of or in
connection with it is governed by and must be construed in accordance with
the laws of New Zealand.
(b) The courts having jurisdiction in New Zealand have non-exclusive jurisdiction
to settle any dispute arising out of or in connection with this Scheme Plan
Annexure 1: Scheme Plan Page 99
(including a dispute relating to any non-contractual obligations arising out of
or in connection with this Scheme Plan) and the parties irrevocably submit to
the non-exclusive jurisdiction of the courts having jurisdiction in New
Zealand.
ANNEXURE C.
Scheme Deed Poll
5827139.1 1
SCHEME DEED POLL
This Deed Poll is made on 2025
PARTIES
Florenz Limited (Bidder)
Each registered holder of Scheme Shares as at 7.00pm on the Record Date (Scheme Shareholders)
INTRODUCTION
A.Comvita Limited (Target) and Bidder are parties to the Scheme Implementation Agreement.
B.Target has agreed in the Scheme Implementation Agreement to propose a scheme of
arrangement between Target, Bidder and the Scheme Shareholders, the effect of which will
be that all Scheme Shares will be transferred to Bidder and Bidder will provide or procure
the provision of the Consideration to the Scheme Shareholders.
C.Bidder is entering into this Deed Poll for the purpose of undertaking in favour of Scheme
Shareholders to provide the Consideration to Scheme Shareholders in accordance with the
terms of the Scheme Plan.
IT IS AGREED
1.DEFINED TERMS AND INTERPRETATION
1.1Defined terms: In this Deed Poll, unless the context requires otherwise:
Final Orders means orders made on application of Target, that the Scheme is binding on
Target, Bidder, the Scheme Shareholders and such other persons or class of persons as the
Court may specify, in accordance with section 236(1) (and section 237, if applicable) of the
Companies Act;
Scheme Implementation Agreement means the scheme implementation agreement
between Target and Bidder dated 17 August 2025; and
Scheme Plan means the scheme plan attached as Annexure 1 to the Scheme Implementation
Agreement, subject to any alterations or conditions approved by Bidder and Target in writing
and which are disclosed to the Court prior to the Court making the Final Orders.
1.2Other defined terms: Words defined in the Scheme Plan which are not separately defined in
this Deed Poll have the same meaning when used in this Deed Poll.
1.3Interpretation: Clauses 1.2, 1.3 and 1.4 of the Scheme Plan apply to the interpretation of this
Deed Poll, except that references to "this Scheme Plan" are to be read as reference to "this
Deed Poll".
Docusign Envelope ID: 65BCD5C4-8500-4202-9276-5567313EB245
29 September
5827139.1 2
2. NATURE OF THIS DEED POLL
2.1 Third party rights and appointment of attorney:
(a) This Deed Poll is intended to, and does, confer a benefit on, and therefore may be
relied on and enforced by, any Scheme Shareholder in accordance with its terms
under Part 2, Subpart 1 of the Contract and Commercial Law Act 2017 (but not
otherwise), even though the Scheme Shareholders are not party to the Deed Poll.
(b) Under the Scheme Plan, each Scheme Shareholder appoints Target as the Scheme
Shareholder's attorney and agent to enforce this Deed Poll against Bidder with
effect on and from the date prescribed for such appointment in the Scheme Plan
(but without limiting each Scheme Shareholder's right to itself enforce this Deed
Poll).
(c) Notwithstanding clauses 2.1(a) and 2.1(b), this Deed Poll may be varied by Bidder
and Target in accordance with clause 7.2 without the approval of any Scheme
Shareholder.
2.2 Continuing obligations: This Deed Poll is irrevocable and, subject to clause 3 , remains in full
force and effect until either:
(a) Bidder has fully performed its obligations under this Deed Poll; or
(b) this Deed Poll is terminated under clause 3.2.
3. CONDITIONS
3.1 Conditions: This Deed Poll, and the obligations of Bidder under it, are conditional in all
respects on the Scheme becoming Unconditional.
3.2 Termination: The obligations of Bidder under this Deed Poll will automatically terminate, and
the terms of this Deed Poll will be of no force or effect, if the Scheme Implementation
Agreement is validly terminated in accordance with its terms before the Scheme becomes
Unconditional, unless Bidder and Target otherwise agree in writing.
3.3 Consequences of termination: If this Deed Poll is terminated under clause 3.2, then Bidder
is released from its obligations to further perform this Deed Poll.
4. SCHEME CONSIDERATION
4.1 Deposit of Consideration: Subject to:
(a) the Scheme Implementation Agreement not being terminated; and
(b) the Scheme having become Unconditional (save for the Conditions set out in
clauses 3.1(d) to 3.1(f) of the Scheme Implementation Agreement),
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5827139.1 3
Bidder undertakes in favour of each Scheme Shareholder to deposit, or procure the deposit
of, in immediately available cleared funds, by no later than 5.00pm on the Business Day
before the Implementation Date, an amount equal to the aggregate amount of the
Consideration payable to all Scheme Shareholders as set out in the Scheme Plan, such deposit
to be made into the Trust Account to be held and dealt with by the Registry Agent in
accordance with the Scheme Plan.
4.2 Payment of Consideration: Bidder irrevocably acknowledges and agrees that, subject to the
Scheme becoming Unconditional and compliance in full by Target with its obligations under
clause 4.1(a) of the Scheme Plan, the Consideration deposited into the Trust Account must
be, and will be, paid in accordance with clause 4.1(b) of the Scheme Plan in satisfaction of
the Scheme Shareholders' respective entitlements to receive the Consideration under the
Scheme in accordance with the Scheme Plan.
5. WARRANTIES
5.1 Bidder warrants in favour of each Scheme Shareholder that:
(a) it is a corporation validly existing under the laws of its place of incorporation;
(b) it has the corporate power to enter into, and perform its obligations under, this
Deed Poll and to carry out the transactions contemplated by this Deed Poll;
(c) it has taken all necessary corporate action to authorise its entry into this Deed Poll
and has taken, or will prior to the Implementation Date take, all necessary
corporate action to authorise the performance of this Deed Poll and to carry out
the transactions contemplated by this Deed Poll;
(d) this Deed Poll is valid and binding on it and enforceable against it in accordance
with its terms; and
(e) this Deed Poll does not conflict with, or result in the breach of or default under, any
provision of its constitution, or any writ, order or injunction, judgment, law, rule or
regulation to which it is a party or subject or by which it is bound.
6. NOTICES
6.1 Manner of giving notice: Any notice or other communication to be given under this Deed
Poll must be in writing and may be physically delivered or sent by email to Bidder at:
Address: Level 1, 2 Hazeldean Road, Addington, Christchurch, New Zealand
Email: mark.stewart@masthead.co.nz
For the attention of: Mark Stewart
with a copy (which does not constitute notice) to:
Email: michael.pritchard@maynewetherell.com /
callum.bailey@maynewetherell.com
For the attention of: Michael Pritchard / Callum Bailey
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5827139.1 4
or at any such other address or email address notified for this purpose to the other parties
under this clause.
6.2 When notice given: In the absence of earlier receipt, any notice or other communication is
deemed to have been given:
(a) if delivered, on the date of delivery; or
(b) if sent by email, four business hours (being the hours between 9.00am and 5.00pm
on a Business Day in the jurisdiction of the recipient) after the time sent (as
recorded on the device from which the sender sent the email) unless the sender
receives an automated message that the email has not been delivered (excluding
an "out of office" automated message),
but if the notice or other communication would otherwise be taken to be received after
5.00pm on a Business Day or on a day other than a Business Day in the place of receipt then
the notice or communication is taken to be received at 9.00 am on the next Business Day in
the place of receipt.
6.3 Proof of service: In proving service of a notice or other communication, it is sufficient to
prove that delivery was made or that the e-mail was properly addressed and transmitted by
the sender's server into the network and there was no apparent error in the operation of the
sender's e-mail system, as the case may be.
6.4 Documents relating to legal proceedings: This clause 6 does not apply in relation to the
service of any claim form, notice, order, judgment or other document relating to or in
connection with any proceedings, suit or action arising out of or in connection with this Deed
Poll.
7. GENERAL
7.1 Waiver:
(a) Bidder may not rely on the words or conduct of any Scheme Shareholder as a waiver
of any right in respect of the Scheme unless the waiver is in writing and signed by
the Scheme Shareholder granting the waiver.
(b) For the purposes of clause 7.1(a):
(
(ii)) conduct includes a delay in exercising a right;
(
(iiii)) right means any right arising under or in connection with this Deed Poll
and includes the right to rely on this clause; and
(
(iiiiii)) waiver includes an election between rights and remedies, and conduct
which might otherwise give rise to an estoppel.
7.2 Variation:
(a) Subject to clauses 7.2(b) and 7.2(c), this Deed Poll may not be varied.
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5827139.1 5
(b) Before the date on which the Final Orders are made, this Deed Poll may be varied
by agreement in writing between Bidder and Target, in which event Bidder will
enter into a further deed poll in favour of the Scheme Shareholders giving effect to
the variation.
(c) If the Court orders that it is a condition of the Scheme that Bidder enters into a new
deed poll which has the effect of reversing any variation under clause 7.1(b), then,
if Bidder so agrees, Bidder must promptly enter into a further deed poll in favour
of the Scheme Shareholders to give effect to the reversal of that variation.
7.3 Cumulative rights: The rights, powers and remedies of Bidder and Scheme Shareholders
under this Deed Poll are cumulative and do not exclude any other rights, power or remedies
provided by law independently of this Deed Poll.
7.4 Further assurance: Bidder must, at its own expense, do all things reasonably required of it to
give full force and effect to this Deed Poll and the transactions contemplated by it.
7.5 Assignment: The rights and obligations of Bidder and each Scheme Shareholder under this
Deed Poll are personal. They cannot be assigned, charged or otherwise dealt with at law or
in equity. Any purported dealing in contravention of this clause 7.4 is invalid.
7.6 Governing law and jurisdiction:
(a) This Deed Poll and any non-contractual obligations arising out of or in connection
with it is governed by the law applying in New Zealand.
(b) The courts having jurisdiction in New Zealand have non-exclusive jurisdiction to
settle any dispute arising out of or in connection with this Deed Poll (including a
dispute relating to any non-contractual obligations arising out of or in connection
with this Deed Poll) and Bidder irrevocably submits to the non-exclusive jurisdiction
of the courts having jurisdiction in New Zealand.
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EXECUTION
Executed as a deed poll.
Florenz Limited by its sole director in
the presence of:
Director
Witness Name of Director
Name of Witness
Occupation
City/town of residence
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Mark Stewart
Nigel Watson
Christchurch
Exeuctive Director
Directory
Directory
DIRECTORS
Bridget Coates Chair, Independent Director
Robert Major Independent Director
Michael Sang
Independent Director
Ching Ho Luk Director (alternate for Yawen Wu)
Yawen Wu
Director
Guangping Zhu Director
LEGAL ADVISERS
Simpson Grierson
FINANCIAL ADVISERS
Craigs Investment Partners
SHARE REGISTRAR
MUFG Pension & Market Services (NZ) Limited
Email: enquiries.nz@cm.mpms.mufg.com
Website: mpms.mufg.com
SHAREHOLDER INFORMATION LINE
Between 8.30am and 5.00pm, Monday to Friday
Telephone: 0800 990 057 (New Zealand)
or +64 9 375 5998 (outside of New Zealand)
COMVITA
Registered office and address for service
23 Wilson Road South, Paengaroa, 3189
Private Bag 1, Te Puke, 3153
Telephone: +64 7 533 1426
Email: investor.relations@comvita.com
Website: www.comvita.com
140Comvita Limited Notice of Meeting and Scheme Booklet
Directory
W W W.COMVITA .CO M
COMVITA LIMITED
NOTICE OF MEETING AND SCHEME BOOKLET
Com
vita L
imited – No
tice of
Mee ting
and
Scheme B
ooklet
COMVITA LIMITED
15 OCTOBER 2025
Notice of Meeting
and Scheme Booklet
Important
This is an important document and requires your immediate attention. You should carefully
read it in its entirety before deciding whether or not to vote in favour of the Scheme. If you
are in any doubt about what you should do, you should seek advice from your broker or your
financial, taxation or legal adviser immediately. If you have sold
all of your shares in Comvita
Limited, please ignore this Scheme Booklet and immediately hand it to the purchaser or the
agent (e.g. the broker) through whom the sale was made, to be passed to the purchaser. An
Independent Adviser’s Report on the merits of the Scheme accompanies this Scheme Booklet
and should be rea d ca refully in conjunction with thi s Scheme Booklet.
For a scheme of arrangement between
Comvita Limited
and its shareholders in
rela tion to the proposed acquisition of all
of the fully paid ordinary shares in Comvita
Limit ed by Florenz Limit ed at a price of
NZ$0.80 for each Comvita Share.
The Scheme Mee ting will be held at
Time
2.00pm (NZT)
Date
Friday, 14 November 2025
Where
In person: MUFG Pension & Market
Services, Level 30, PwC Tower,
15 Customs Street West, Auckland,
New Zealand
Virtual/online: v ia MUFG Pension &
Market Services’ vir tual meeting platform
at www.virtualmeeting.co.nz/cvtsm25
See the Notice of Meeting in section 2
of this Scheme Booklet for more details
Shareholder i nformation line
Call 0800 990 057 (New Zealand)
or +64 9 37 5 5998 (outside of New Zealand)
Yo ur Directors unanimously recommend
that you vote in favour of the Scheme,
in the absence of a Superior Proposal.
COMJ201449 Booklet COVERS.indd 114/10/2025 6:37 PM
---
LODGE YOUR PROXY / VOTE
Online:
https://nz.investorcentre.mpms.mufg.com/voting/CVT
Scan & email:
meetings.nz@cm.mpms.mufg.com
Deliver: MUFG Pension & Market Services,
Level 30, PwC Tower,
15 Customs Street West, Auckland 1010,
New Zealand
Mail: Use the enclosed reply-paid
envelope or address to:
MUFG Pension & Market Services,
PO Box 91976
Auckland 1142
New Zealand
Scan this QR code with your smartphone and vote online
General Enquiries
+64 9 375 5998 enquiries.nz@cm.mpms.mufg.com
PROXY FORM / VOTING PAPER / ADMISSION CARD FOR COMVITA LIMITED’S SPECIAL MEETING
The Special Meeting of Shareholders of Comvita Limited will be held at the offices of MUFG Pension & Market Services, Level 30, PwC Tower, 15
Customs Street West, Auckland and online on Friday, 14 November 2025 commencing at 2pm (NZT). Shareholders can attend the meeting
online via the Virtual Meeting platform at www.virtualmeeting.co.nz/cvtsm25. To attend online via the virtual meeting platform, you will require your
CSN/Holder Number for verification purposes.
If you do not propose to attend the Meeting online or in person but wish to be represented by proxy or cast a postal vote, please complete and return this
form (in accordance with the lodgement instructions above) to Comvita’s share registry, MUFG Pension & Market Services, by no later than 2pm on
Wednesday, 12 November 2025. You can also appoint your proxy or cast your postal vote on the resolution on the reverse of this form or online by going
to https://nz.investorcentre.mpms.mufg.com/voting/CVT or by scanning the QR code above with your smartphone. Shareholders can still attend the
Meeting even if a proxy has been appointed.
Appointment of proxy
The Chair of the Meeting or any Director is willing to act as a proxy for any shareholder who wishes to appoint him/her. To appoint the Chair of the Meeting
as your proxy simply tick the box allocated next to “The Chair of the Meeting”, or to appoint a Director or another person as your proxy write the full name
of that Director or the full name and address of such other person (as applicable) in the space allocated on the reverse of this form. Your proxy need not
also be a shareholder.
Postal Voting
A shareholder who is entitled to attend and vote at the meeting may cast a postal vote, instead of attending in person or appointing a proxy to attend. You
do not need to appoint a proxy if you cast a postal vote. If you wish to cast your postal vote, you should complete the voting paper overleaf. Alternatively,
you can cast your postal vote online by following the instructions set out above. If you return your postal vote without indicating how you wish to vote, or
your indication on how to vote is unclear, on any resolution, you will be deemed to have abstained from voting on the resolution. If you complete the postal
vote section and also appoint a proxy, then your postal vote will be cast and your proxy appointment will not be counted, but your proxy may still attend
the meeting on your behalf. If this form is returned duly signed by a shareholder with voting instructions completed but without indicating that it is a postal
vote or proxy has been appointed, it will be deemed to be a postal vote.
If a shareholder returns this Proxy Form without voting instructions and does not specify a person as his/her proxy, no vote will be exercised in respect of
his/her shareholding.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy/Voting Form, in respect of the item of business. If you do
not make an election in respect of a resolution, your proxy may vote as he/she sees fit. If you make more than one election in respect of a resolution your
vote will be invalid on that resolution.
Appointing the Chair of the Meeting or a Director as your proxy
If you expressly appoint the Chair of the Meeting or any other Director as your proxy and elect to give them discretion on how to vote on the resolution,
you acknowledge that they will exercise your vote in favour of the resolution.
Attending the meeting
The Special Meeting will be held in person at the offices of MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West,
Auckland and online where shareholders can attend at www.virtualmeeting.co.nz/cvtsm25. If you will be attending online, you will require your Holder
Number for verification purposes.
A corporation may appoint a person to attend online or in person and vote at the Meeting as its representative in the same manner as that in which it could
appoint a proxy. That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, either joint shareholder (or their duly authorised attorney) may sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).
GO ONLINE TO https://nz.investorcentre.mpms.mufg.com/voting/CVT TO SUBMIT YOUR PROXY OR POSTAL VOTE OR TURN OVER TO
COMPLETE THE FORM.
PROXY / POSTAL VOTING FORM
STEP 1: POSTAL VOTING
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
OR
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Comvita Limited hereby appoint:
The Chair of the Meeting (tick)
Or ________________________________________ (name) _________________________________________________________(e-mail address)
As my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been
given, the proxy may vote as he/she sees fit, to the extent permitted by law and by the NZX Main Board Listing Rules) at the Special Meeting of
Shareholders of Comvita Limited to be held on Friday, 14 November 2025, at 2pm, via an online platform at www.virtualmeeting.co.nz/cvtsm25 and in
person, at the offices of MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland and at any adjournment of that
meeting.
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote, or if you are submitting a
postal vote.
Please note: For each resolution you must tick one box. If no box is ticked for an item, your proxy may vote as he/she sees fit. If you selected Postal
Voting and you do not tick a box, you will be deemed to have abstained from voting on the resolution
No persons are restricted from voting on, or acting as a discretionary proxy in relation to the resolution outlined below.
RESOLUTION
To consider and, if thought fit, pass the following resolution:
For Against Abstain Proxy
Discretion
1. That the Scheme (the terms of which are described in the Scheme Booklet) be approved.
And to vote on any resolutions to amend any of the above resolutions, on any resolution so amended, and on any other resolution proposed at the Meeting
(or any adjournment thereof). Unless otherwise instructed, the proxy will vote on the resolution as he/she sees fit or may abstain from voting. The proxy
is appointed only in respect of the above meeting or any adjournment thereof.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special Meeting (in person or via the virtual meeting platform) will have the opportunity to ask questions during the meeting.
If you cannot attend the Special Meeting but would like to ask a question you can submit a question online by going to
https://nz.investorcentre.mpms.mufg.com/voting/CVT after completing the online validation process or complete the question section below and return to
MUFG Pension & Market Services in the reply paid envelope enclosed. Questions will need to be submitted by 2pm, Wednesday, 12 November 2025.
Question:
STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ____________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy / Voting Form by mail and wish to receive your future investor
communications by email please provide your email address below.
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.