Rakon Receipt of Takeover Notice
Rakon Limited
T: +64 9 573 5554
8 Sylvia Park Road, Mt Wellington, Auckland 1060, New Zealand
Private Bag 99943, Newmarket, Auckland 1149, New Zealand
Page 1 of 1
11 January 2025
Receipt of Takeover Notice
Rakon Limited (NZX:RAK) advises that it has received a Takeover Notice (Notice) under the Takeovers
Code from Bourns, Inc. (Bourns), indicating its intention to make a full takeover offer (Offer) for 100%
of the fully paid ordinary shares in Rakon and all outstanding employee share rights.
A copy of the Notice is attached. This does not constitute a formal takeover offer. If Bourns proceeds
to make a takeover offer, it must do so within the period that begins 10 working days and ends 20
working days after today. Shareholders should be aware that Bourns is not legally obliged to make an
offer during this period and, if it does not do so, the Notice will lapse.
Based on the Notice materials provided by Bourns, the proposed consideration would be a cash offer
of:
• NZ$ 1.55 per share; and
• NZ$ 1.55 per share right.
Bourns is a privately held US-based electronics company with global manufacturing and distribution
operations.
An Independent Committee (IC) of the Rakon Board, comprising Independent Directors Chris
Swasbrook and Greg Barclay, has been established to manage engagement with Bourns and respond
to the Notice. With the approval of the Takeovers Panel, Rakon has appointed Calibre Partners Limited
as the independent adviser to provide a report on the merits of the Offer. Rakon has also appointed
Bell Gully as legal adviser.
Should Bourns proceed to make a formal takeover offer, Rakon will issue a Target Company Statement
within 10 working days after the offer is made. This will include an Independent Adviser’s Report and
comments from the IC on the actions shareholders should take.
The Company notes that significant shareholders, including those associated with the Robinson Family,
Siward Crystal Technology Co., and Mike Daniel, have entered lock-up arrangements with Bourns.
These arrangements are individual shareholder decisions and do not constitute support for the Offer
by the IC at this time.
Shareholders are advised to take no action until they have received and considered:
• the formal offer documentation from Bourns; and
• Rakon’s Target Company Statement, including the Independent Adviser’s Report.
Rakon will continue to keep shareholders informed.
For media enquiries contact: emmahart@hpmedia.com +64 220710551
Announcement authorised by:
Christopher Swasbrook Greg Barclay
Independent Director Independent Director
---
8895f5ed-eeaa-409d-9502-747e04fd9f6f
Chairman of the Independent Committee
Rakon Limited
8 Sylvia Park Road
Mt Wellington, Auckland 1060
New Zealand
For: Chris Swasbrook
By email: chris.swasbrook@elevationcapital.co.nz
11 January 2026
Takeover Notice under Rule 41 of the Takeovers Code
Bourns, Inc. (Bourns) gives notice pursuant to Rule 41 of the Takeovers Code of its intention to
make a full takeover offer for 100% of the fully paid ordinary shares in Rakon Limited.
Attached is the information specified in Schedule 1 of the Takeovers Code which is required to
be contained in, or to accompany, this notice. This includes the signed certificate required
under clause 19 of Schedule 1 of the Takeovers Code.
Bourns looks forward to receiving the class notice, in accordance with Rule 42A of the
Takeovers Code, containing a description of the class(es) of Rakon Limited’s equity securities
(whether those securities are voting or non-voting).
If Bourns proceeds to make a takeover offer, the offer will be made on the same terms and
conditions as those contained in or accompanying this notice with any modifications permitted
or required by the Takeovers Code.
Yours faithfully
Bourns, Inc.
_________________________________
Al Yost
President and Chief Operating Officer
cc:
The Takeovers Panel
Level 3, Solnet House
70 The Terrace
WELLINGTON 6011
By email: takeovers.panel@takeovers.govt.nz
NZX Limited
Level 1, NZX Centre
11 Cable Street
PO Box 2959
WELLINGTON
By email: announce@nzx.com
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FULL TAKEOVER OFFER UNDER THE
TAKEOVERS CODE TO PURCHASE ALL
EQUITY SECURITIES IN RAKON LIMITED
Dated: [●] 2026
Offeror: Bourns, Inc.
IMPORTANT
If you are in doubt as to any aspect of this offer, you should consult your financial or
legal adviser.
If you have sold all your shares in Rakon Limited to which this offer applies, you
should immediately hand this offer document and the accompanying acceptance form
to the purchaser or the agent (e.g. the broker) through whom the sale was made, to
be passed to the purchaser.
Rakon Limited’s target company statement, together with an independent adviser’s
report on the merits of this offer and another independent adviser’s report on the
fairness and reasonableness of the consideration and terms of this offer as between
classes of financial products either accompanies this offer or will be sent to you within
10 working days and should be read in conjunction with this offer.
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Overview of the terms
Bourns, Inc (Bourns) is offering to acquire:
• all of the fully paid ordinary shares (Shares) in Rakon Limited (Rakon); and
• all of the unlisted employee share rights to acquire Shares, comprising the FY
2025 and FY2026 tranches issued under Rakon’s Long Term Incentive Plan (Share
Rights).
The Offer price is:
• NZ$1.55 per Share; and
• NZ$1.55 per Share Right.
Capitalised terms used but not defined in this document have the meaning given to
them in the definitions section of this document.
The key terms of the Offer for the Shares are as follows:
OFFER PRICE
NZ$1.55 per Share (fully paid in cash)
NZ$1.55 per Share Right (fully paid in cash)
FULL OFFER The Offer is for 100% of the Shares and 100% of the Share Rights in
Rakon.
CONDITIONS The Offer is conditional on:
1. Minimum acceptance of Offer:
(a) Bourns receiving acceptances by no later than 11.59pm
on the Closing Date in respect of such number of Shares
which (when taken together with any voting securities
already held or controlled by Bourns) would, upon this
Offer becoming unconditional and the Shares being
transferred to Bourns, result in Bourns holding or
controlling 90% or more of the voting rights in Rakon;
and
(b) if the condition referred to in paragraph 1(a) is waived by
Bourns, then (in accordance with Rule 23 of the
Takeovers Code) Bourns receiving acceptances by no
later than 11.59pm on the Closing Date in respect of such
number of Shares that would, upon this Offer becoming
unconditional and the Shares being transferred to
Bourns, result in Bourns holding or controlling more than
50% of the voting rights in Rakon;
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2. Regulatory Consents Condition: Bourns obtaining consent
under:
(a) the Overseas Investment Act 2005 (and the Overseas
Investment Regulations 2005);
(b) the French Monetary and Financial Code (Code
monétaire et financier); and
(c) the UK National Security and Investment Act 2021; and
3. Other conditions: see paragraph 4.4 in the Offer Document.
4. Share Rights condition: The Offer to acquire the Share Rights
is also conditional on the terms of issue of the Share Rights
being varied to permit the transfer of the Share Rights.
MAJOR
SHAREHOLDERS HAVE
AGREED TO ACCEPT
THIS OFFER
Certain Rakon Shareholders have agreed to accept the Offer in
respect to all of the Shares held or controlled by them (representing
41.2% of the voting rights in Rakon) in accordance with the Lock-Up
Agreements described in section 7 of the ‘Information required by
Schedule 1 of the Takeovers Code’ schedule to this Takeover Notice.
OFFER PERIOD The Offer is open for acceptance from [●] 2026 and remains open
for acceptance until 11:59pm on [●] (unless extended in accordance
with the Takeovers Code).
RECORD DATE [●] 2026
PAYMENT DATE Within five working days of the later of:
(a) the date the Offer becomes unconditional;
(b) the date on which the Holder’s acceptance is received by
Bourns; or
(c) the date of the end of the Offer Period (being the Initial
Closing Date specified at paragraph [●]).
BROKERAGE COSTS A Shareholder will not pay any brokerage costs for accepting the
Offer.
Bourns will pay brokerage to Primary Market Participants for
completed application forms received, subject to relevant shares
being validly transferred to Bourns and in any event to the terms
and conditions detailed in paragraph 3.9 of the detailed terms and
conditions of the Offer as set out in the Offer Document below
(Procurement Fee). The Procurement Fee will be 0.50% of the
consideration payable subject to a maximum amount of $750 for a
single Acceptance Form (inclusive of GST, if any).
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HOW TO ACCEPT If a Holder wishes to accept the Offer in respect to their Shares or
Share Rights (as applicable), they should refer to the “How to accept
this Offer” on page 4 of this Offer Document.
IMPORTANT
CONTACTS
If a Holder has any questions about the Offer or requires further
copies of this Offer Document and the Acceptance Form(s), they
should contact please contact Computershare Investor Inquiries on:
• 0800 991 101 (toll free within New Zealand)
• +64 9 488 8794
or email tkoacceptances@computershare.co.nz. For emails, please
type “Rakon Limited Acceptance” in the subject line.
Alternatively, Holders should contact their financial or legal adviser.
Note: This is only a summary of the Offer. Please refer to the full detailed terms and conditions
of the Offer as set out in the Offer Document below. These terms and conditions should be read
carefully.
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How to accept the Offer
Closing Date The Offer closes at 11.59pm on the Initial Closing Date (as that
term is defined in paragraph 1.2 below, unless extended in
accordance with the Takeovers Code (Closing Time).
If the Holder wishes to ACCEPT this Offer, they must ensure that
their Acceptance Form is received by Bourns before the Closing
Time.
How to accept To ACCEPT this Offer, a Holder should:
• accept the Offer online at [www.takeoveroffer.co.nz/rakon]
prior to the Closing Time; or
• complete the Acceptance Form(s) accompanying this Offer,
in accordance with the instructions set out in that form and
return that form in one of the ways described below prior to
the Closing Time.
Holders of Share Rights must use the Acceptance Form to accept
the Offer.
Address for
acceptance
Online (Preferred): Accept the Offer online at
[www.takeoveroffer.co.nz/rakon] by no later than the Closing
Time. The Holder will need their CSN/Holder Number and
relevant Acceptance Code to complete their online acceptance.
The CSN/Holder Number will be found on the Acceptance Form
sent to the Holder. The Acceptance Code will be separately
emailed or posted to the Holder for security purposes, in the
same manner and on the same day.
Alternatively, the Holder can return the Acceptance Form to:
Email a scanned copy to: tkoacceptances.co.nz (Please type
"Rakon Limited Acceptance" in the subject line for easy
identification).
By post: Bourns, Inc., c/- Computershare Investor
Services Limited, Private Bag 999045, Victoria Street West,
Auckland 1142, New Zealand
By hand delivery: Bourns, Inc., c/- Computershare Investor
Services Limited, c/- Level 2, 159 Hurstmere Road, Takapuna,
Auckland, 0622, New Zealand
Important ACCEPTANCE MUST BE COMPLETED ONLINE, OR ACCEPTANCE
FORMS MUST BE RECEIVED NO LATER THAN 11.59PM ON THE
CLOSING DATE
If a Shareholder has If a Shareholder has sold all of their Shares, please hand or send
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sold all of their Shares this Offer Document and all enclosures (including the Acceptance
Form(s)) immediately to the purchaser of the Shares or the agent
(e.g. the broker through whom the sale was made) requesting
that this Offer Document and all enclosures be forwarded to the
new Shareholder.
If a Shareholder has
sold some of their
Shares
If a Shareholder has sold some of their Shares and wishes to
ACCEPT the Offer in respect of the Shares the Shareholder has
retained, please alter the total holding printed on the Acceptance
Form to the number of Shares which the Shareholder has
retained, initial the change and deliver the amended and
completed Acceptance Form as described above. Upon receipt of
the amended Acceptance Form, Bourns will re-calculate the
amount of cash to which the Shareholder is entitled to reflect the
number of Shares for which the Shareholder has accepted the
Offer. Please also advise the purchaser(s) of the Shares, or
request the broker who made the sale to advise the purchaser(s)
of the Shares, of the Offer and that copies of this Offer Document
are available from Bourns.
If the Holder has lost
the Acceptance
Form(s) or if the
Holder has any other
questions in relation
to the Offer
If the Holder has lost their Acceptance Form(s) or if the Holder
has any other questions in relation to the Offer, please contact
Computershare Investor Inquiries on:
• 0800 991 101 (toll free within New Zealand)
• +64 9 488 8794
or email tkoacceptances@computershare.co.nz. For emails,
please type “Rakon Limited Acceptance” in the subject line.
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TERMS AND CONDITIONS OF THE OFFER
1. THE OFFER
1.1 Offer: Bourns, Inc (Bourns) offers to purchase, on the terms and conditions set
out in this Offer document, all of the fully paid Ordinary Shares (including all
rights, benefits and entitlements attaching to such Ordinary Shares on, after or
by reference to, the Offer Date (as defined below)) (Shares) on issue in Rakon
Limited (Rakon) and all unlisted employee Share Rights to acquire Shares in
Rakon under the Long-Term Incentive Plan (Share Rights).
1.2 Offer Period: This Offer is dated [●] 2026 (Offer Date) and will remain open for
acceptance until 11.59pm on the date which is:
(a) 11.59pm on [●] (Initial Closing Date); or
(b) if the Offer is extended to a later date in accordance with the
Takeovers Code, that later date,
(being the Closing Date) unless the Offer is withdrawn by Bourns in accordance
with the Takeovers Code, or the Offer lapses in accordance with its terms.
1.3 Acceptance Form: The attached Application Form forms part of the terms of the
Offer (Acceptance Form).
2. CONSIDERATION
2.1 Offer price: Under the Offer, Bourns will pay:
(a) each Shareholder NZ$1.55 (fully paid in cash) for each Share; and
(b) each Share Rights Holder NZ$1.55 (fully paid in cash) for each Share
Right,
in respect of which the Offer is accepted.
2.2 Adjustment to offer price: The consideration paid for the Shares may be
adjusted by Bourns in accordance with paragraph 5. If Bourns adjusts the
consideration, references to the consideration paragraph 2.1 will be to the
adjusted consideration.
2.3 When will the Holder be paid: The consideration for the Offer will be paid to
shareholders (Shareholders) and holders of Share Rights (Share Rights Holders)
(together, Holders) of Rakon who accept the Offer within five working days of
the latest of:
(a) the date the Offer becomes unconditional;
(b) the date on which the Holder’s acceptance is received by Bourns; and
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(c) the date of the end of the Offer Period (being the Initial Closing Date
specified at paragraph 1.2(a)).
2.4 Non-payment: If the consideration is not sent to any Holder within the period
specified in paragraph 2.3 above, that Holder may withdraw their acceptance of
the Offer by:
(a) giving written notice to Bourns of the Holder’s intention to withdraw
acceptance of the Offer; and
(b) no less than five working days after giving notice under
paragraph 2.4(a), giving a written notice to Bourns withdrawing the
acceptance of the Offer.
2.5 Right to withdraw: The right to withdraw acceptance of the Offer under
paragraph 2.4 above will not apply if the Holder receives the consideration
before the written notice withdrawing acceptance of the Offer under
paragraph 2.4(b) is given.
3. ACCEPTANCE OF THE OFFER
3.1 How to accept the Offer: To accept this Offer online, the Holder needs to either:
(a) Online acceptance: accept the Offer online at
www.takeoveroffer.co.nz/rakon by no later than the Closing Time.
The Shareholder will need their CSN/Holder Number and relevant
Acceptance Code to complete the online acceptance. The CSN/Holder
Number can be found on the Acceptance Form sent to the Holder. The
Acceptance Code will be separately emailed or posted to the Holder
for security purposes, in the same manner and on the same day.
(b) Acceptance Form:
(i) complete the enclosed Acceptance Form in accordance with
the instructions on it; and
(ii) return the completed Acceptance Form to Bourns by email,
post or hand delivery as soon as possible, but in any event so
that Bourns receives it (or, if posted, it is post-marked) by no
later than the Closing Time, to:
(A) By email: tkoacceptances@computershare.co.nz
(Please type "Rakon Limited Acceptance" in the
subject line for easy identification);
(B) By post: Bourns, Inc, c/- Computershare Investor
Services Limited, Private Bag 999045, Victoria
Street West, Auckland 1142, New Zealand;; or
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(C) By hand delivery: Bourns, Inc, c/- Computershare
Investor Services Limited, Level 2, 159 Hurstmere
Road, Takapuna, Auckland 0622, New Zealand.
3.2 Acknowledgement of Receipt / Postal Acceptance: Bourns will not provide any
acknowledgement of receipt of the Holder’s acceptance of the Offer. Any
acceptance received by New Zealand Post, correctly stamped and addressed
shall be deemed to be received by Bourns.
3.3 Invalid Acceptance Forms: Bourns may, in its sole discretion, treat any online
acceptance or Acceptance Form as valid notwithstanding that it does not fully
comply with this section 3 or is otherwise irregular, and Bourns may, in its
discretion, rectify any errors in, or omissions from, any online acceptance or
Acceptance Form to enable that form or online acceptance to constitute a valid
acceptance of the Offer and to facilitate registration of the transfer of the
relevant Shares. Bourns may, in its sole discretion, allow for acceptance in any
other manner Bourns permits.
3.4 Eligible Shareholders: The Offer is open for acceptance by any person who holds
Shares in Rakon, whether acquired before, on, or after the Offer Date, upon the
production of satisfactory evidence of such persons’ entitlement to those
Shares. Each Shareholder may accept this Offer in respect of all or any of their
Shares and each acceptance must be free of all conditions of acceptance of any
nature whatsoever.
3.5 Eligible Share Rights Holders: The Offer is open for acceptance by any person
who holds Share Rights in Rakon, whether acquired before, on, or after the Offer
Date, upon the production of satisfactory evidence of such persons’ entitlement
to those Share Rights. Each Share Rights Holder may accept this Offer in respect
of all or any of their Share Rights and each acceptance must be free of all
conditions of acceptance of any nature whatsoever.
3.6 Contractual effect and irrevocability: The acceptance of the Offer constitutes a
contract between Bourns and the Holder on the terms and subject to the
conditions of the Offer. Other than in the circumstances set out in paragraph
2.4 and 3.8, the acceptance of the Offer is irrevocable and the Holder may not
withdraw their acceptance during the time the Offer is open for acceptance,
whether or not there has been any variation of the Offer in accordance with the
Takeovers Code.
3.7 Transfer of legal and beneficial ownership: All legal and beneficial ownership,
and title, to the Shares and Share Rights which are the subject of an acceptance
of the Offer shall pass to us, and the registration of the transfer of those Shares
and Share Rights take place, contemporaneously with the consideration for such
Shares and Share Rights being sent in accordance with paragraph 2.3.
3.8 Release from Obligations: Each party will both be released from its respective
obligations under the Offer, and arising from acceptance of the Offer, if:
(a) the Offer is withdrawn with the consent of the Takeovers Panel; or
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(b) the Offer lapses as a result of any condition contained in the Offer not
being satisfied or waived by the date specified as the latest date for
satisfaction of that Condition or in the circumstances referred to in
section 4.
3.9 Broker Arrangements: Bourns may choose to engage the services of one or
more Primary Market Participants (in terms of the NZX Participant Rules) or
other financial advisory firms (Brokers) to contact Shareholders and receive
acceptance forms for those Shares. If Bourns chooses to do this, the key terms
of engagement will be as follows:
(a) for each completed and valid Acceptance Form procured by a Broker,
Bourns may pay to that Broker a handling or procurement fee in
respect of the Shares that are the subject of the Acceptance Form
(Procurement Fee). The amount of the Procurement Fee will be 0.50%
of the consideration payable by Bourns under this Offer to the
relevant Acceptor in respect of the Acceptance Form received. The
Procurement Fee will be subject to a maximum amount of $750 for a
single Acceptance Form (inclusive of GST, if any);
(b) the Broker will be paid, and receive, the Procurement Fee solely in
connection with its services to Bourns and must not, directly or
indirectly, pass any or all of the Procurement Fee on to any
Shareholder, or share the Procurement Fee with any Shareholder;
(c) the payment of a Procurement Fee to a Broker in respect of an
Acceptance Form procured by that Broker is in all respects conditional
on the Shares that are the subject of that Acceptance Form being
validly transferred to Bourns. No Procurement Fee will be payable if
this Offer is not declared unconditional by Bourns. In addition, the
Acceptance Form must be delivered to Bourns in accordance with
section 3 and, unless Bourns in its sole discretion determines
otherwise, must be stamped by the Broker (and only that Broker);
(d) a Procurement Fee will not be paid in respect of Shares:
(i) Bourns acquires through the compulsory acquisition
provisions set out in Part 7 of the Takeovers Code; or
(ii) that are subject to a Lock-Up Agreement (or any other lock-
up agreement Bourns may enter into);
(e) Brokers are precluded from receiving any Procurement Fee in respect
of any Shares in which they or their associates have a relevant interest
(as defined in Part 5 of the Financial Markets Conduct Act 2013);
(f) Bourns may, in determining the Procurement Fee payable to a Broker,
aggregate and/or disregard any acceptance of this Offer procured by
that Broker if Bourns believes that a party has structured holdings of
Shares for the purpose, or with the effect, of enabling parties to take
advantage of the arrangements summarised in this paragraph 3.9; and
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(g) Bourns will determine, in its sole discretion, any disputes relating to
the payment of a Procurement Fee. Bourns’ determination will be final
and binding on all parties.
3.10 Holder’s representations and warranties: Each Holder:
(a) represents and warrants that:
(i) they are the sole legal and beneficial owner of the Shares or
the Share Rights (as applicable), in respect of which the Offer
is accepted, or is the legal owner and have the necessary
capacity and authority to accept this Offer in respect of those
Shares or Share Rights;
(ii) all legal and beneficial ownership, and title, relating to each
Share or Share Right in respect of which the Offer is accepted
will be transferred to Bourns free of all liens, charges,
mortgages, encumbrances, and other adverse interests or
claims of any nature whatsoever, upon payment being made
under the Offer; and
(iii) accepting the Offer in the manner contemplated by
paragraph 3.1 will not cause Bourns to breach any law in
delivering the consideration specified in paragraph 2.1
above.
(b) authorises Bourns to:
(i) effect any rectification of any Acceptance Form or online
acceptance in the manner contemplated in paragraph 3.3;
and
(ii) advise Rakon and/or its share registrar of the details of the
acceptance of the Offer and to note that acceptance in
Rakon’s share register.
3.11 Joint holders: Despite anything to the contrary in an Acceptance Form, if a
Shareholder is a joint Holder of Shares (whether or not as trustee of a trust) and
the Acceptance Form is signed by one or some, but not all, of the joint Holders,
then the Shareholder represents and warrants to Bourns that:
(a) the Shareholder(s) who has/have signed the Acceptance Form do(es)
so on behalf of and as duly authorised agent(s) for the joint Holder(s)
who has/have not signed, that such authority has not been revoked,
and that the acceptance and/or certificate is binding on the joint
Holder(s) who has/have not signed the Acceptance Form; and
(b) where the Shareholder holds the relevant Share as a trustee of a trust,
the instrument constituting the trust permits the execution of the
Acceptance Form in the manner in which it was executed.
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3.12 Dealings of Shares: By accepting the Offer, the Shareholder:
(a) undertakes that they will not, and will not attempt to, sell, transfer,
dispose of (or agree to do any of those things), any or all of the Shares
in respect of which the Shareholder has accepted this Offer (other
than for acceptance of the Offer itself); and
(b) irrevocably authorises Bourns to instruct Rakon and its share registrar
to refuse, during the Offer Period, to register any transfer of any or all
of the Shares in respect of which the Shareholder has accepted this
Offer, except for transfers pursuant to this Offer.
4. CONDITIONS OF THE OFFER
4.1 Minimum acceptance condition: This Offer, and any contract arising from
acceptance of it, are conditional on:
(a) Bourns receiving acceptances by no later than the Closing Date in
respect of such number of Shares which (when taken together with
voting securities already held or controlled by Bourns) would, upon
this Offer becoming unconditional and the Shares being transferred to
Bourns, result in Bourns holding or controlling 90% or more of the
voting rights in Rakon; and
(b) if the condition in clause 4.1(a) is waived by Bourns, then (in
accordance with Rule 23 of the Takeovers Code) Bourns receiveing
acceptances by no later than the Closing Date in respect of such
number of Shares that would, upon this Offer becoming unconditional
and the Shares being transferred to Bourns, result in Bourns holding
or controlling more than 50% of the voting rights in Rakon.
4.2 Regulatory Consents Condition: This Offer is also conditional on Bourns
obtaining all required consents, approvals or authorisations under:
(a) the Overseas Investment Act 2005 and the Overseas Investment
Regulations 2005;
(b) the French Monetary and Financial Code (Code monétaire et
financier); and
(c) the UK National Security and Investment Act 2021,
to own all and control all of the Shares and Share Rights, on terms and
conditions which are usual for the granting of such consents.
4.3 Share Rights Condition:
(a) The Offer to acquire the Share Rights is also conditional on the terms
of issue of the Share Rights being validly varied (in accordance with
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their terms and all applicable laws and regulations) to permit the
transfer of the Share Rights to Bourns.
(b) If the terms of the Share Rights cannot be validly varied, but the Share
Rights Holder becomes entitled to exercise, and exercises, the Share
Rights, the Share Rights Holder will only be entitled to participate in
the Offer as a Shareholder. In such case, if the Offer becomes
unconditional, Bourns will acquire the Shares from any Shareholder
who has accepted the Offer at the price referred to in paragraph 2.1(a)
above.
4.4 Further conditions: This Offer, and any contract arising from the acceptance of
it, are also subject to the conditions that during the period from the Notice Date
until the time that the Offer is declared unconditional by Bourns, and except as
otherwise agreed in writing by Bourns:
(a) no dividend, bonus or other payment or distribution (within the
meaning of the Companies Act 1993) of any nature whatsoever
(including, for the avoidance of doubt, by way of share buyback,
redemption or cancellation or any other form of capital reduction) is
authorised, declared, paid or made upon or in respect of any of the
Shares or other securities in any subsidiary of Rakon other than a
distribution from any subsidiary of Rakon to Rakon or wholly-owned
subsidiary of Rakon;
(b) no shares, performance rights, convertible securities, or other equity
securities of any nature (including options, rights or interests in any
ordinary shares) of the Rakon Group are issued, agreed to be issued
or made the subject of any option or right to subscribe except:
(i) pursuant to a transaction between Rakon and any wholly-
owned subsidiaries of Rakon, or between wholly owned
subsidiaries of Rakon (Intra-Group Transaction); and
(ii) the issue of Shares as a result of the exercise of the Share
Rights;
(c) there has not been and there will not be any alteration of the rights,
benefits, privileges, entitlements, or restrictions attaching to any of
the Shares or any securities of any member in the Rakon Group, other
than a variation to or, exercise of any discretion under, the terms of
issue of the Share Rights to permit the Share Rights Holder to transfer
the Share Rights to Bourns, and participate in the Offer as an Share
Rights Holder;
(d) there is no alteration to the constitutional documents of any member
of the Rakon Group or to any agreement under which any securities
or financial products have been issued by any member of Rakon
Group, other than amendments that are of a formal or technical (and
not of a substantive) nature or amendments required to comply with
the NZX Listing Rules;
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(e) no liquidator, receiver, receiver and manager, administrator
(voluntary or otherwise), statutory manager or similar official is
appointed in respect of any member of the Rakon Group or any of
their respective assets, and no proceedings or other actions to appoint
any such party is commenced or taken;
(f) no resolution is passed for any amalgamation (other than pursuant to
an Intra-Group Transaction) of any member of the Rakon Group and
none of them is involved in any merger, share buyback or scheme of
arrangement, nor is any agreement or proposal relating to any
merger, share buyback or scheme of arrangement announced in
respect of any of them;
(g) no member of the Rakon Group enters into or contracts to enter into
or completes any transactions or arrangement to which NZX Listing
Rule 5.1 (Disposal or Acquisition of Assets) and/or NZX Listing Rule 5.2
(Transactions with Related Parties) applies (or would apply but for the
granting of a waiver or exemption);
(h) each member of the Rakon Group conducts its business in the normal
and ordinary course, and in a manner materially consistent with the
manner in which such business has been conducted in the 12 months
prior to the Notice Date and, without limitation:
(i) no member of the Rakon Group makes or agrees to make any
unusual or abnormal payment or enters into, or agrees to
enter into, any new contract, commitment, liability,
arrangement or agreement, or alters, or agrees to alter, the
terms of any existing contract, commitment, liability,
arrangement or agreement in each case of any such new
contract, commitment, liability, arrangement or agreement
providing for any payments by the Rakon Group over its term
of more than $5,000,000 or which are otherwise material to
the Rakon Group, taken as a whole, otherwise than in the
ordinary course of business or pursuant to any transaction
which has been publicly announced to NZX before the Notice
Date or pursuant to an Intra-Group Transaction, without
discussion with, and approval by, Bourns (such approval not
to be unreasonably withheld or delayed);
(ii) no member of the Rakon Group disposes of, purchases,
offers, announces a bid or tender for, transfers, leases,
grants or permits any Encumbrance over, grants an option or
legal or equitable interest in respect of, or otherwise deals
with a legal or equitable interest in, an asset or business,
operation or property (in each such case with a value of an
amount of more than $5,000,000), or any share, interest in a
joint venture, entity, undertaking or subsidiary (or agrees,
including agreeing to vary any agreement, to do any of these
things), otherwise than in the ordinary course of business or
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pursuant to any transaction which has been publicly
announced to NZX before the Notice Date or pursuant to an
Intra-Group Transaction, without discussion with, and
approval by, Bourns (such approval not to be unreasonably
withheld or delayed);
(iii) no member of the Rakon Group (separately or together),
undertakes or commits to any capital expenditure or
divestment, other than in the ordinary course of business
(including in accordance with any Rakon board approved
capital expenditure budget) or the completion of
transactions entered into prior to the Notice Date or
pursuant to any transaction which has been publicly
announced to NZX before the Notice Date, without
discussion with, and approval by, Bourns (such approval not
to be unreasonably withheld or delayed);
(iv) no major transaction (as defined in section 129(2) of the
Companies Act 1993), is entered into, terminated or
materially varied, by any member of the Rakon Group other
than pursuant to a solely Intra-Group Transaction;
(v) neither Rakon nor any member of the Rakon Group, changes
or agrees to change the remuneration (including making any
abnormal payment) or any other material terms of
employment of any director, officer, employee or consultant
(except for ordinary wage or salary increases in accordance
with any established review policy) or commences the
employment of any person (except where such
commencement is for the purposes of filling a vacant
position) at a rate of remuneration in excess of $300,000 per
annum, other than in the ordinary course of business,
without discussion with, and approval by, Bourns (such
approval not to be unreasonably withheld or delayed); and
(vi) there is no announcement to do any of the actions set out in
subparagraphs (i) to (iv) above;
(i) no action, claim, litigation, prosecution or other form of proceeding or
investigation that, as at the Notice Date was not publicly announced
to NZX, is notified or commenced against, or by, any member of the
Rakon Group, or develops or progresses in a manner, or to an extent
that, in any such case could reasonably be expected to have a material
adverse impact on the business of the Rakon Group, taken as a whole;
(j) Rakon not having contravened, or announcing that it has contravened,
the FMCA, the NZX Listing Rules, or any other applicable law or
regulation to an extent that is material to the Rakon Group, taken as a
whole;
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(k) no licence, permit, authorisation, permission or consent under which
any member of the Rakon Group operates, sources, manufactures,
imports or exports, or produces component parts having been
withdrawn or modified by any regulatory or licencing authority or
body, in any such case, to an extent which will have a material adverse
impact on the business of the Rakon Group, taken as a whole;
(l) no member of the Rakon Group has imposed on it any fine or penalty
(including any pecuniary penalty), or is advised by any regulatory or
licencing authority or body of an intention to do so, or has proposed
to it by any such regulatory or licensing authority or body a resolution
or settlement amount or sanction, or settles or offers to settle, any
action, dispute, issue, claim, litigation, investigation, prosecution, or
other form of proceeding, where:
(i) the aggregate fine, penalty, resolution, or settlement
amount exceeds an amount; or
(ii) the penalty, sanction, resolution or settlement involves the
imposition of an injunction against, or restriction on, any
member of the Rakon Group undertaking any business
activity,
which is or could reasonably be expected to have a material adverse
impact on the business of the Rakon Group taken as a whole;
(m) no member of the Rakon Group guarantees, provides an indemnity
for, providers security in respect of, or otherwise accepts liability in
respect of, the obligations or liabilities of any person who is not a
member of the Rakon Group except for the provision of indemnities
to directors and employees of Rakon Group (to the extent permitted
by the Companies Act 1993);
(n) no member of the Rakon Group acquires an interest in “sensitive land”
(including “residential land”) for the purposes of the Overseas
Investment Act 2005;
(o) there is no temporary restraining order, preliminary or permanent
injunction or other order issued by any regulatory authority or any
court of competent jurisdiction in New Zealand or elsewhere or other
legal restraint or prohibition making implementation of this Offer, or
any aspect of it, void, unenforceable or illegal;
(p) there not having occurred any matter, event, condition or change in
circumstance which occurs or is announced or is discovered on or after
the Notice Date (each a Specified Event), and which individually or
when aggregated with all other Specified Events, including those in the
nature referred to in paragraphs 4.4(a) to 4.4(p) (ignoring, for this
purpose, any dollar thresholds, materiality or similar qualifications
therein), which (whether or not causing a failure of any of the
conditions set out in any such paragraphs), means that the overall
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impact of all such aggregated events, changes, circumstances or
conditions taken as a whole, has, or could reasonably be expected to
have, a material adverse impact on the business of the Rakon Group
taken as a whole, provided that such matter, event, condition or
change in circumstance is not the result of:
(i) any change in exchange rates, general economic, financial,
regulatory, legal or political conditions (except to the extent
that such change has a disproportionate effect on the Rakon
Group relative to other companies operating in the same
industry);
(ii) any change in accounting policy required by law;
(iii) any event, change, matter, change in circumstance or thing
required resulting from the Offer or implementation of it;
(iv) any of the following:
(A) an act of terrorism, sabotage, act of war,
blockade, insurrection, riot, civil disturbance,
epidemic or similar event (except to the extent
that such event has a disproportionate effect on
the Rakon Group relative to other companies
operating in the same industry); or
(B) a strike, lock-out or labour dispute or similar
event; or
(v) a matter, event, change, matter, or circumstance previously
approved in writing by Bourns for this purpose;
(q) no board resolution or shareholders’ resolution of any member of the
Rakon Group is passed to do or authorise the doing of any act or
matter referred to in any of the sub-paragraphs (a) to (o) under this
paragraph 4.4.
4.5 Separate Conditions: Each of the conditions under paragraphs 4.1 to 4.4 is a
separate condition.
4.6 Waiver of Conditions: Each of the conditions under paragraphs 4.1 to 4.4 is for
the benefit of Bourns and (except in relation to paragraphs 4.1(b) and 4.2 which
cannot be waived) may be waived, in whole or in part, by Bourns and on such
terms as it decides, in its sole discretion. Any waiver or consent given by Bourns
in respect of any matter or thing shall apply only in accordance with its terms
and shall not constitute a waiver or consent in respect of any similar matter or
thing. No other person has any right to waive any condition.
4.7 Expert Determination: To the extent required by the Takeovers Code, where
any condition set out in paragraphs 4.1 to 4.4 requires a determination as to
whether a matter is or could reasonably be expected to be material or not
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(including whether a matter will have, or could reasonably be expected to have
a material adverse impact on the business of the Rakon Group taken as a whole,
or not), is usual or not, is unusual or not, is adverse or not, is onerous or not, is
long term or not, is normal or not, is in the ordinary course of business or not,
is consistent with past practices or not, or is of a formal or technical (and not
substantive) nature or not, or any similar determination required in relation to
any such condition, before the condition may be invoked, such determination
be made by a suitably qualified expert appointed by Bourns who is independent
of, and not an associate of, Bourns.
4.8 Offer conditionality: The Offer will only proceed, and Bourns will only pay for
the Shares to be taken up under this Offer, if each of the conditions set out in
paragraphs 4.1 to 4.4 is satisfied or waived by Bourns and Bourns declares the
Offer unconditional. If this does not occur, the Offer will lapse.
4.9 Declaration of unconditionality: Bourns agrees that it will as soon as practicable
following (and in any case within two working days of) satisfaction (or waiver)
of the last to be satisfied (or waived) of the conditions in paragraph 4.1 and 4.2,
and provided that no event or circumstance has occurred which results in any
of the conditions in paragraph 4.4 not being satisfied or fulfilled (and which has
not been waived by Bourns) and provided that Bourns is not investigating on
reasonable grounds whether any such event or circumstance has occurred,
waive the conditions in paragraph 4.4 and declare the Offer unconditional and
provide written notice of that fact to Rakon, the Takeovers Panel and NZX. If
Bourns is investigating whether any such event or circumstance has occurred
then, if on completion of that investigation no such event or circumstance has
occurred, Bourns will waive the conditions in paragraph 4.4 and declare the
Offer unconditional and provide written notice of that fact to Rakon, the
Takeovers Panel and NZX.
4.10 Latest Unconditional Date: The latest date on which Bourns can declare this
Offer unconditional is 20 working days after the Closing Date. The latest date by
which the Offer is to become unconditional is 11.59pm on 20 working days after
the Initial Closing Date (Unconditional Date), but this date may change if the
Closing Date is extended as permitted by the Takeovers Code. If the Offer does
not become unconditional, it will lapse and all Acceptance Forms will be
destroyed.
4.11 Restrictions on Lapsing the Offer: Notwithstanding any other term of the Offer,
Bourns will not allow the Offer to lapse:
(a) in unreasonable reliance on a condition of the Offer; or
(b) in reliance on a condition that restricts Rakon Group’s activities in the
ordinary course of Rakon’s business during the period that begins on the
Notice Date and ends on the Unconditional Date.
4.12 Reasonable endeavours to satisfy Regulatory Consents Condition: Bourns
must use its reasonable endeavours to satisfy the Regulatory Consents
Condition as soon as reasonably possible after the Offer Date and will not
deliberately take any reasonable action, or omit to take any such action, for the
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purpose of preventing or hindering the fulfilment of the Regulatory Consents
Condition.
4.13 Extension of the Offer Period: Bourns must extend, and continue to extend, the
Offer Period (by the shortest reasonable period in the circumstances) in
accordance with the Takeovers Code until the conditions set out in paragraphs
4.1 and 4.2 of this Offer Document have been satisfied.
5. CHANGE OF CIRCUMSTANCES
5.1 Dividends and distributions: If, on or after the Notice Date, a dividend or other
distribution (within the meaning of the Companies Act 1993) of any nature
whatsoever (including, for the avoidance of doubt, by way of share buyback,
redemption or cancellation or any other form of capital reduction) is authorised,
declared, paid or made upon or in respect of any of the Shares, and if the
condition in paragraph 4.4(a) is waived and the Shareholder accepts or has
accepted the dividend, bonus, payment or distribution, at Bourns’ option either:
(a) the Shareholder will be bound to pay Bourns on demand an amount
equivalent to the relevant dividend or the value of the relevant
distribution paid or payable to them or received or receivable by them
in respect of the Shares taken up from them under the Offer (in each
case, (i) for a New Zealand resident Shareholder, being the amount of
the dividend or distribution before the deduction of resident
withholding tax, and ignoring any imputation credits attached to that
dividend or distribution, and (ii) for a non-resident Shareholder, being
the amount of the dividend or distribution ignoring any
supplementary dividend paid and ignoring any non-resident
withholding tax paid to the Inland Revenue Department in relation to
that dividend or distribution); or
(b) the consideration which would otherwise have been paid to such
Shareholder will be reduced by an amount equivalent to the relevant
dividend or the value of the relevant distribution paid or payable to
them or received or receivable by them in respect of the Shares taken
up from them under the Offer (in each case, (i) for a New Zealand
resident Shareholder, being the amount of the dividend or distribution
before the deduction of resident withholding tax, and ignoring any
imputation credits attached to the dividend or distribution, and (ii) for
a non-resident Shareholder, being the amount of the dividend or
distribution ignoring any supplementary dividend paid and ignoring
any non-resident withholding tax paid to the Inland Revenue
Department in relation to that dividend or distribution).
5.2 Payment of reimbursement: If a Shareholder is required to make a payment to
Bourns under paragraph 5.1(a), the Shareholder must make that payment
within five working days of demand, to the bank account stated in our demand,
in cleared and irreversible funds, and free of deduction, set off, withholding or
condition.
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5.3 Bonus issues: If, on or after the Notice Date, shares, performance rights,
convertible securities, or other equity securities of any nature (including
options, rights or interests in any ordinary shares) of the Rakon Group
(Additional Shares) are issued, agreed to be issued or made the subject of any
option or right to subscribe, in any such case in favour of any Shareholder and
if the condition in paragraph 4.4(b) is waived and the Offer becomes
unconditional then at Bourns’ option either:
(a) the Shareholder will be bound to transfer such shares or convertible
shares, other securities or other rights and interests to Bourns without
any additional consideration; or
(b) if the Additional Shares are Shares, the Offer will extend to those
Additional Securities and the consideration payable for each Share as
set out in paragraph 2.1 will be proportionately reduced to take
account of such issue such that the total aggregate consideration paid
by Bourns under the Offer, if accepted in full, remains the same as
would be the case if no such Additional Securities had been issued.
For the avoidance of doubt, this paragraph 5.3 does not apply to any Shares
issued upon the valid exercise of the Share Rights.
5.4 Share consolidations and subdivisions: If all or any of the Shares are
consolidated or subdivided on or after the Notice Date, then:
(a) the Offer will be interpreted to take into account such consolidation
or subdivision and will be deemed to be for the Shares resulting from
such consolidation or subdivision;
(b) the consideration per Share provided for under paragraph 2.1 will be
increased or reduced, as the case may require, in proportion to such
consolidation or subdivision; and
(c) if the Holder has accepted or accepts the Offer, they will be bound to
transfer such consolidated or subdivided Shares to Bourns on the basis
of the consideration per share so increased or reduced.
6. METHOD OF SETTLEMENT
6.1 Nominated method of payment: Bourns will pay each Holder for their
respective Shares or Share Rights by making an electronic funds transfer if:
(a) this Offer is declared unconditional; and
(b) a Shareholder’s electronic acceptance or Acceptance Form is in order
(or, in Bourns’ discretion, is treated as valid or is rectified in
accordance with paragraph 3.3),
to a New Zealand dollar account with a New Zealand registered bank specified
by the Holder in the Acceptance Form. If your registered address is not in New
Zealand, you can elect to be paid by electronic funds transfer in a currency other
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than New Zealand dollars using InvestorPay by following the requirements for
such a payment set out in the Acceptance Form.
6.2 No nominated method of payment: However, if:
(a) this Offer is unconditional; and
(b) an accepting Holder’s desired account is not a New Zealand dollar
account with a New Zealand registered bank; or
(c) an accepting Holder does not provide sufficient details to Bourns for
Bourns to make an electronic funds transfer to the Holder’s
nominated bank account,
Bourns will pay the amount payable to the Holder by electronic funds transfer
to any existing New Zealand dollar bank account that the relevant Holder has
advised to Rakon’s share registrar (such as for dividend payments). If Bourns
makes payment to you in accordance with this paragraph, it is not required to
notify you that it has done so and will have no liability to you for its choice to do
so.
6.3 No interest: In no circumstances will Bourns be liable to pay interest on any
payment due to a Holder.
7. NOTICES
7.1 Notices: Notices given to Rakon, NZX and the Takeovers Panel:
(a) declaring this Offer unconditional;
(b) advising that this Offer is withdrawn in accordance with the Takeovers
Code;
(c) advising that a term or condition of this Offer has been waived; or
(d) advising that this Offer has lapsed in accordance with its terms or the
Takeovers Code,
will, in each case, be deemed to be notice to all Holders when so given.
7.2 Variation: Notice of any variation of this Offer will be sent to Rakon, NZX, the
Takeovers Panel, and, except where not required in accordance with the
Takeovers Code, to each Holder under this Offer.
8. FURTHER INFORMATON AND MISCELLANEOUS
8.1 Schedule: further information relating to this Offer, as required by Schedule 1
of the Takeovers Code, is set out in the Schedule to this Offer and forms part of
this Offer Document.
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8.2 Definitions: in this Offer Document, unless the context indicates otherwise:
Acceptance Form means the acceptance and transfer form relating to the
Shares or the Share Rights (as applicable) that is enclosed with, and forms part
of, this Offer Document;
Closing Date means [●] 2026 or such other date to which the Offer Period is
extended in accordance with the Takeovers Code;
Closing Time means 11.59pm on the Closing Date;
Holder means the holder of Share(s) or Share Rights(s);
InvestorPay means the foreign currency payment solution product offered by
Computershare provided by Hyperwallet Systems Inc, a subsidiary of PayPal Pte.
Ltd;
Notice Date means [●] 2026, being the date on which Bourns served or caused
to be served on Rakon a notice in writing pursuant to Rule 41 of the Takeovers
Code;
NZX means NZX Limited;
NZX Listing Rules means the Main Board and Debt Market Listing Rules made
by NZX from time to time;
Offer mean the offer for the Shares and Share Rights as set out in this Offer
Document;
Offer Date means [●] 2026, being the date of this Offer Document specified in
paragraph 1.2;
Offer Document means this offer document dated [●] 2026;
Offer Period means the period beginning on the Offer Date and ending at the
Closing Time;
Regulatory Consents Condition means the condition set out in paragraph 4.2 of
this Offer Document;
Related Company has the meaning, in relation to a company, given to that
expression in section 2(3) of the Companies Act 1993, provided that, for this
purpose, references to “company” in that section will extend to any body
corporate wherever incorporated or registered;
Shareholder means a holder of Shares;
Share(s) means fully paid ordinary shares in Rakon;
Share Rights(s) means the FY2025 and FY2026 tranches of rights to acquire
Share(s) under the Long Term Incentive Plan;
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Rakon means Rakon Limited;
Takeover Code means the Takeovers Code recorded in the Takeovers
Regulations 2000 (SR 2000/210) as consolidated, amended, re-enacted or
replaced from time to time and as varied by any applicable exemption granted
by the Takeovers Panel;
Takeover Notice means Bourns, Inc’s notice under Rule 41 of the Takeovers
Code of its intention to make a full takeover offer for Rakon;
Takeovers Panel means the takeovers panel established by the Takeovers Act
1993;
Unconditional Date means [●] 2026, but this may change (as permitted by the
Takeovers Code) if the Closing Time is extended in accordance with the
Takeovers Code;
Rakon Group means Rakon Limited and any of its subsidiaries.
8.3 Interpretation: In this Offer Document:
(a) except as expressly defined in this Offer Document, or where the
context requires otherwise, terms defined in the Takeovers Code have
the same meaning in this Offer Document;
(b) references to amounts of dollars, NZD and $ are to New Zealand
currency and to times are to New Zealand time;
(c) headings are for ease of reference only and will not affect the
interpretation of this Offer Document or any Acceptance Form;
(d) references to any statutory provision are to statutory provisions in
force in New Zealand and include any statutory provision which
amends or replaces it, and any by-law, regulation, order, statutory
instrument, determination or subordinate legislation made under it;
(e) the term working day has the meaning given to it in section 13 of the
Legislation Act 2019;
(f) the singular includes the plural and vice versa; and
(g) all percentages in the Offer are rounded to two decimal places.
8.4 Takeovers Act and Code prevail: If there is any inconsistency between the terms
and conditions of this Offer and the provisions of the Takeovers Act 1993
(including any exemption granted under it) or the Takeovers Code, the
provisions of the Takeovers Act 1993 or the Takeovers Code (as the case may
be) will prevail to the extent of that inconsistency.
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8.5 Documents and transfers: All electronic funds transfers, Acceptance Forms and
other documents to be delivered, sent or transferred by or to any person will be
delivered, sent or transferred at that person’s own risk.
8.6 Variation: This Offer may be varied by Bourns in accordance with the Takeovers
Code or any exemption granted by the Takeovers Panel under section 45 of the
Takeovers Act 1993.
8.7 Governing law and jurisdiction: This Offer and any contract arising from it shall
be governed by and construed in accordance with the laws of New Zealand, and
the parties to any such contract submit to the non-exclusive jurisdiction of the
Courts of New Zealand.
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INFORMATION REQUIRED BY SCHEDULE 1 OF THE TAKEOVERS CODE
The information required by Schedule 1 of the Takeovers Code and not stated elsewhere
in this Offer Document, is set out below. Where any information required by Schedule 1
is not applicable, no statement is made regarding that information. The following matters
are stated as at the Notice Date.
1. DATE
The date of the Offer is [●] 2026.
2. BOURNS AND ITS DIRECTORS
2.1 The name, address and electronic address of Bourns, Inc (Bourns) is:
Bourns, Inc.
For: Andrew Buchan
Address: Bourns Inc.
1200 Columbia Avenue
Riverside
California 92507
United States of America
Email: andrew.buchan@bourns.com
2.2 The directors of Bourns are:
• Gordon Lee Bourns
• Gordon Lee Bourns, II
• Ronald Peter Badie
• Caitlin Moyles Cunnane
• Richard Gregory Delagi (Greg)
• Gregg Michael Gibbons
• David Frederick Hadley
• John Jeffrey Halenda
• Linda Bourns Hill
• Rush N. Hill, III
• Anita Bourns Macbeth
• Charles Macbeth, IV
• Denise Lanelle Bourns Moyles
• Balraj Singh
3. TARGET COMPANY
The target company is Rakon Limited (Rakon).
4. OFFER TERMS
All of the terms and conditions of the Offer are set out in the Offer Document to which
this Schedule is attached to.
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5. OWNERSHIP OF EQUITY SECURITIES OF RAKON
5.1 The table below sets out a statement of the number, designation and
percentage of equity securities of any class of Rakon held or controlled by:
(a) Bourns;
(b) any Related Company of Bourns;
(c) any person acting jointly or in concert with Bourns;
(d) any director of any of the persons described in (a) to (c); and
(e) any other person holding or controlling 5% or more of the class, to the
knowledge of Bourns.
Name Description
Number of equity
securities held or
controlled
Type of equity
securities
Percentage of class
Siward Crystal Technology
Co. Limited
person holding or
controlling 5% or
more of the class
28,016,681 Shares 12.19%
Georgina Susan Twyman,
Darren Paul Robinson
and Brent John Robinson
as Trustees of the
Ahuareka Trust
With the following
personal holdings
disclosed separately:
Darren Paul Robinson
Brent John Robinson
person holding or
controlling 5% or
more of the class
25,393,124
9,914,180
9,915,414
Shares 11.05%
4.31%
4.32%
Wairahi Investments
Limited / Wairahi Holdings
Limited
person holding or
controlling 5% or
more of the class
16,150,000 Shares 7.03%
Notes
a. The information in the table above is information known as at the Record Date of this Offer.
b. The details have been obtained from Rakon’s most recent annual report and the substantial product holder notices
available at www.nzx.com (under the page applicable to Rakon).
c. Based on information provided by Rakon and from Rakon’s share register.
5.2 No person referred to in paragraphs 5.1(a) to (d) above holds or controls equity
securities of Rakon.
5.3 The person who will become the controller of an increased percentage of voting
securities in Rakon as a result of any acquisition made under the Offer is Bourns.
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6. TRADING IN RAKON EQUITY SECURITIES
None of the persons referred to in paragraphs 5. 1 (a) to (d) above have acquired or
disposed of any equity securities in Rakon in the six-month period ending on the date of
this Takeover Notice.
7. AGREEMENTS TO ACCEPT OFFER
7.1 On 11 January 2026, each of the parties listed in the table below (Lock-Up
Parties) entered into lock-up agreements with Bourns, in respect of the Rakon
Shares they own or control (as set out alongside their names below) pursuant
to which they have each agreed to accept, or procure the acceptance of, the
Offer (each a Lock-Up Agreement).
NAME OF LOCK-UP PARTY
SECURITIES SUBJECT TO
LOCK-UP AGREEMENT
PERCENTAGE
OF CLASS
Siward Crystal Technology Co. Limited 28,016,681 12.19%
Georgina Susan Twyman, Darren Paul Robinson and Brent John
Robinson as Trustees of the Ahuareka Trust (see also the personal
holdings of Darren Paul Robinson and Brent John Robinson set out
below)
25,393,124 11.05%
Wairahi Investments Limited / Wairahi Holdings Limited 16,150,000 7.03%
Brent John Robinson 9,914,180 4.31%
Darren Paul Robinson 9,915,414 4.32%
Etimes Group International Limited 3,697,716 1.61%
HLR Holdings Company Limited 1,584,736 0.69%
7.2 The material terms of the Lock-Up Agreements entered into by Bourns and the
Lock-Up Parties are:
(a) that the Offer would:
(i) be made at a price of NZ$1.55 in cash for each Share; and
(ii) be subject to the other terms and conditions set out in this
Offer Document;
(b) subject to the Offer being made by Bourns each Lock-Up Party agreed
to accept, or procure the acceptance of, the Offer by the earlier of the
date which is two working days after the date of despatch of the Offer
to Rakon's Shareholders, as notified by Bourns under Rule 45 of the
Takeovers Code and the working day after the date on which the Offer
is received by that Lock-Up Party;
(c) nothing in the Lock-Up Agreement confers on Bourns the ability, or
right, to hold or control the voting rights attaching to the Shares of the
relevant Lock-Up Party and no party will become the holder or
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controller of such voting rights except following payment of the
purchase price to the relevant Lock-Up Party under the Offer;
(d) the Lock-Up Parties agreed not to solicit, encourage, or engage in
discussions or negotiations with any third party in relation to any
alternative proposal concerning the Shares, and to cease any such
discussions already underway;
(e) the Lock-Up Parties each agreed that, unless the Lock-Up Agreement
is terminated or the Offer lapses or is withdrawn, they would not
dispose of, encumber or deal in any way with, any of the Shares which
are subject to the Lock-Up Agreement, except to accept, or procure
the acceptance of, the Offer or as otherwise provided in the Lock-Up
Agreement;
(f) a Lock-Up Party may terminate their Lock-Up Agreement by written
notice to Bourns if Bourns does not make the Offer to Shareholders in
accordance with the Lock-Up Agreement. The Lock-Up Agreement will
also automatically terminate if Bourns withdraws the Offer in
accordance with the Takeovers Code or the Offer lapses in accordance
with its terms for any reason;
(g) Notwithstanding this clause 7.2(g), if any Regulatory Conditions
remain unfilled on the Unconditional Date and the Offer lapses in
accordance with Rule 25(4) of the Takeovers Code and the parties
agree, acting reasonably and based on legal advice, that it is
reasonably likely that the Regulatory Condition will be satisfied, then
the Lock-Up Agreements will not terminate and:
(i) Bourns will make a new Offer on the same terms updated to
reflect changes in circumstances (New Offer) including by
making any consequential amendments;
(ii) a Takeover Notice will be sent by Bourns to Rakon in
compliance with Rule 41 of the Takeovers Code within 10
business days of the Unconditional Date which includes the
terms of the New Offer.
The terms of the Lock Up Agreement (other than the term described
above) will, with the necessary modifications, apply to the New Offer.
7.3 Other than as disclosed above, no person has agreed conditionally or
unconditionally to accept the Offer as at the date of this Offer Document.
8. ARRANGEMENTS TO PAY CONSIDERATION
8.1 Bourns confirms that resources will be available to it sufficient to meet the
consideration to be provided on full acceptance of the Offer and to pay any
debts incurred in connection with the Offer (including debts arising under
sections 47 to 53 of the Takeovers Act 1993).
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8.2 A statement setting out the rights of each holder of Shares under Rule 34 of the
Takeovers Code, to withdraw acceptances for non-payment by Bourns of the
consideration, is set out in paragraph 2.4 of the Terms and Conditions of this
Offer Document.
9. ARRANGEMENTS BETWEEN BOURNS AND RAKON
9.1 On 13 August 2024, Bourns and Rakon entered into a confidentiality agreement
which was subsequently amended on 7 December 2025. Under the terms of the
agreement:
(a) Bourns agreed to:
(i) keep confidential any information disclosed to Bourns by
Rakon in connection with Bourns’ intended proposal to make
a full takeover offer for Rakon and to use the information
obtained solely for that purpose; and
(ii) a standstill which restricted Bourns, for a period until 7 June
2026, from making a takeover offer for Rakon, purchasing or
offering to purchase (including by way of takeover offer) any
interest in securities or the business in Rakon and various
similar restrictions, or entering into arrangement to do so,
without the consent of Rakon; and
(b) Rakon agreed that until 5.00 pm on 31 January 2026 it would not, and
would procure that no member of the Rakon Group or any of their
respective representatives would, directly or indirectly solicit, initiate
or encourage any competing proposal or take any action that may
reasonably be expected to encourage or lead to a competing proposal.
9.2 Except for the arrangements described in paragraphs 9.1 above, there is no
other agreement or arrangement (whether legally enforceable or not) that has
been made, or is proposed to be made, between Bourns or any associates of
Bourns, and Rakon, or of any Related Company of Rakon, in connection with, in
anticipation of, or in response to, this Offer.
10. ARRANGEMENTS BETWEEN BOURNS, AND DIRECTORS AND SENIOR
MANAGERS OF RAKON
Except for Brent John Robinson (as outlined in paragraph 7 above), no agreement or
arrangement (whether legally enforceable or not) has been made, or is proposed to be
made, between Bourns or any associates of Bourns, and any of the directors or senior
managers of Rakon or of any Related Company of Rakon (including any payment or other
benefit proposed to 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 Offer.
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11. FINANCIAL ASSISTANCE
No agreement or arrangement has been made, or is proposed to be made under which
Rakon, or any Related Company of Rakon, will give (directly or indirectly) financial
assistance for the purpose of, or in connection with, the Offer.
12. INTENTIONS ABOUT MATERIAL CHANGES TO RAKON
12.1 If Bourns becomes entitled to invoke the compulsory acquisition provisions of
the Takeovers Code, it intends to compulsorily acquire all the outstanding
equity securities in Rakon and apply for Rakon to be delisted from NZX.
12.2 If Bourns does not receive sufficient acceptances under the Offer to enable the
compulsory acquisition provisions of the Takeovers Code to be invoked, and
waives the condition in paragraph 4.1 of the Terms and Conditions of this Offer
Document (which Bourns may or may not do, and Bourns expresses no intention
in this regard) and declares the Offer unconditional, Bourns may seek
appropriate representation on the Rakon Board and participate in decisions
relating to Rakon through the Rakon Board.
12.3 If Bourns acquires any Share Rights under this Offer, Bourns intends that those
Share Rights will not be exercised and will lapse or otherwise be treated in
accordance with their terms following settlement. For the avoidance of doubt,
the consideration payable for Share Rights accepted under this Offer will be paid
in cash in accordance with paragraph 2.3.
12.4 Only after completion of the Offer and a detailed review of the Rakon Group,
having regard to all material matters, including as to the level of acceptances
under the Offer, will Bourns finally determine its intentions for the Rakon Group
and take such steps as Bourns may consider appropriate. However, Bourns’
current intentions about the business activities of the Rakon Group, and
material changes to the material assets or capital structure of the Rakon Group
are:
(a) Rakon would become a new, complementary standalone division
within Bourns’ existing organisation with continued leadership by the
existing Rakon management team;
(b) Bourns has no current intentions to make any material changes in the
immediate term to existing operating locations and activities within
the Rakon Group;
(c) Bourns intends to provide access to its global sales, distribution and
operational footprint to support accelerated growth of the Rakon
business by expanding access to Bourns’ existing customer base;
(d) Bourns intends to provide access to necessary capital investments
based on Bourns’ strong balance sheet to ensure successful
implementation of Rakon’s product development needs to execute its
long-range growth plan;
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(e) Bourns intends to leverage technology interchange and sharing of best
practices to enhance Rakon’s operational execution capabilities.
12.5 The above statements of intention represent Bourns’ current intentions based
on information that is known to Bourns as at the date of preparation of this
Offer Document. Further information may become available to Bourns on
completion of the Offer and if Bourns’ Offer is successful, Bourns may take such
other actions, or pursue such other strategies in relation to Rakon’s business as
Bourns considers appropriate.
12.6 The statements made under paragraph 12.4 are consistent with any information
that has been given by Bourns to any regulatory body (in New Zealand or in an
overseas jurisdiction).
13. PRE-EMPTION CLAUSES IN RAKON’S CONSTITUTION
Rakon’s constitution does not contain any pre-emptive rights or similar provisions
requiring a Holder to offer its Shares to any person prior to transferring those Shares.
14. ESCALATION CLAUSES
14.1 As at the date of this Offer Document, no agreement or arrangement to which
Bourns is a party to (whether legally enforceable or not) has been made, or is
proposed to be made, under which:
(a) any existing holder of equity securities in Rakon will or may receive in
relation to, or as a consequence of, the Offer any additional
consideration or other benefit over and above the consideration set
out in the Offer; or
(b) any prior holder of equity securities in Rakon will or may receive any
consideration or other benefit as a consequence of the Offer.
15. CLASSES OF FINANCIAL PRODUCTS
15.1 The consideration and the terms of the Offer for the Share Rights, which are
non-voting securities, are considered to be fair and reasonable in compliance
with Rule 8(4) of the Takeovers Code. The basis for that determination is that:
(a) the consideration for each Share is NZ$1.55; and
(b) there is no amount payable by the holders of a Share Right to
subscribe for a Share in Rakon under the terms of the Share Right.
15.2 Bourns has obtained a report by Simmons Corporate Finance concerning the
fairness and reasonableness of the Offer in relation to the different classes of
equity securities (Report). The Report will be sent to Holders with the target
company statement. The Offer should be read in conjunction with the Report
and the target company statement.
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16. CERTIFICATE
16.1 To the best of our knowledge and belief, after making proper enquiry, the
information contained in or accompanying the Takeover Notice is, in all material
respects, true and correct and not misleading, whether by omission of any
information or otherwise, and includes all the information required to be
disclosed by Bourns under the Takeovers Code.
Signature
Albert S. Yost
Name
President and Chief Operating Officer
Title
Signature
James Heiken
Name
Chief Financial Officer and Treasurer
Title
Signature
Name
Director
Title
Signature
Name
Director
Title
Docusign Envelope ID: B6045EC7-36B9-4210-B051-08B07C2E0962
Rush N Hill, III
Gordon Lee Bourns, II
PLEASE REFER TO THE INSTRUCTIONS OVERLEAF FOR DIRECTIONS ON HOW TO COMPLETE
THIS ACCEPTANCE FORM. YOU CAN COMPLETE YOUR ACCEPTANCE ONLINE AT
WWW.TAKEOVEROFFER.CO.NZ/RAKON
ACCEPTANCE FORM
BOURNS, INC.
FULL CASH TAKEOVER OFFER OF ALL SHARES IN
RAKON LIMITED
SHAREHOLDER (TRANSFEROR)
SECURITYHOLDER DETAILS
NUMBER OF RAKON SHARES HELD AS AT
HOLDER NUMBER or CSN
TOTAL CONSIDERATION (AT $1.55 PER RAKON
SHARE)
BY SIGNING THIS FORM THE TRANSFEROR HEREBY:
(a) accepts the full cash takeover offer (Offer) dated [ ] by Bourns, Inc. (Transferee) for the shares in Rakon Limited (Rakon Shares) described above held
by the Transferor; and
(b) subject to the terms and conditions of the Offer, transfers the Transferor's Rakon Shares to the Transferee; and
(c) as set out on the reverse of this form, appoints the Transferee the attorney of the Transferor.
METHOD OF PAYMENT
Payment will be made either by cheque or by electronic transfer directly into the Transferor's bank account. Please select a Method of Payment by ticking the
appropriate box below. Note that all payments will be made in New Zealand dollars.
Method of Payment (please tick one):
Please use my Existing Account Details
Otherwise, please complete the details below
Electronic Transfer Details: Please complete the details below:
New Zealand Bank Account:
Account Name:
Bank Branch Account Number
Suffix No.
Note: If your desired account is not a New Zealand dollar account with a New Zealand registered bank, or if the details that you provide are not sufficient to effect an
electronic funds transfer to your desired account, we may choose to pay you by electronic funds transfer to any existing New Zealand dollar account that you have
advised to Computershare (such as for dividend payments) which is known by us. Neither we nor Computershare have any responsibility to verify any such details.
Your bank may charge you fees in relation to receipt of an electronic transfer.
OR
Paypal Service (Shareholders outside of New Zealand only)
I instead intend to use the currency conversion service referred to in paragraph 10 in the Notes and Instructions for Completion
Broker stamp
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FOR AN INDIVIDUAL OR JOINT HOLDERS / ATTORNEY FOR A COMPANY / BODY CORPORATE
Signed by the Transferor(s):
Signature
Signature
Signed by the Transferor(s) by:
Director
Director/ Duly Authorised Person
Dated and executed the day of 20____.
Email Address Contact Number
Note that if this Acceptance and Transfer Form is signed under a power of attorney, the attorney must complete the certificate of non-revocation set out below.
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
IF SIGNING UNDER POWER OF ATTORNEY THE ATTORNEY(S) SIGNING MUST SIGN THE FOLLOWING CERTIFICATE OF NON-REVOCATION OF POWER OF
ATTORNEY
I/WE
_______________________________________________________________________________________________________
(Insert name of Attorney(s) signing)
of
_______________________________________________________________________________________________________
(Address and Occupation)
HEREBY CERTIFIES:
(a) that by a Power of Attorney dated the ____________ day of __________________________________________ the Shareholder named and described on
the face of this form (the Donor) appointed me/us his attorney on the terms and conditions set out in that Power of Attorney, which terms authorise me to sign this
Acceptance Form;
(b) that I/we have executed the form printed on the face of this document as attorney under that Power of Attorney and pursuant to the powers thereby conferred
upon me/us; and
(c) that at the date hereof I/we have not received any notice or information of the revocation of that Power of Attorney by the death (or winding up) of the Donor or
otherwise.
Signed at _______________________ this ________________day of ______________________ 2025
_______________________________________________________________________________________________________
_______________________________________________________________________________________________________
Signature of Attorney(s)
NOTE: Your signature does not require witnessing.
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NOTES AND INSTRUCTIONS FOR COMPLETION
1. TO ACCEPT THE OFFER: Complete and sign this form where marked “Signed by the Transferor(s)”. Companies must sign in accordance with
their governing legislation.
2. METHOD OF PAYMENT: You should select a Method of Payment. If you do not, or if you do not provide sufficient details to enable an
electronic transfer to you, you will be paid by Direct Credit to your existing nominated account already held with Computershare (if any).
Overseas Transferors who do not have an overseas bank account can elect to receive their payment via Computershare’s InvestorPay, please
refer section 10 below.
3. JOINT HOLDERS: If the Rakon Shares are registered in the names of joint holders, all must sign the form.
4. SHARES HELD BY NOMINEES: If your Rakon Shares are held through a nominee, advise your nominee that you wish to sell all or a part of
your Rakon Shares and instruct your nominee to complete accordingly, sign and return the form to the Transferee in accordance with the
instructions set out in this form.
5. POWER OF ATTORNEY: If this form is signed under a power of attorney, the relevant power of attorney must be submitted with the form for
noting and return, and the certificate printed below must be completed. Where such power of attorney has already been noted by
Computershare, then this fact must be stated under the signature of the attorney.
6. ON COMPLETION: Place the signed form in the enclosed reply-paid envelope post to the Transferee at the address below, email the signed
form to the email address provided or fax the signed form to the number provided, as soon as possible, but in any event so as to be received
not later than the Closing Date for the Offer (which is, at the date of the Offer, [●], but which may be extended under the Takeovers Code).
Bourns Inc.
C/- Computershare Investor Services Limited
Private Bag 999045, Victoria Street West, Auckland 1142, New Zealand
Email: tkoacceptances@computershare.co.nz
or hand delivery to:
Bourns Inc.
C/- Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622, New Zealand
7. PREVIOUS SALE: If you have sold all your Rakon Shares, please pass this form together with the Offer documents to your share broker or the
purchaser(s) of such Rakon Shares. If you have sold part of your shareholding, record that fact on this form by amending the number of
Rakon Shares noted as being held by you on the face of this form.
8. SALE OF PART HOLDING ONLY: If you want to accept the Offer for part of your holding only, please alter the total holding (above) on this
form to the number of Rakon Shares which you wish to sell before returning the form to the Transferee.
9. INTERPRETATION: In this form references to the Transferor in the singular shall include the plural.
PAYPAL SERVICE (for Shareholders outside of New Zealand only):
(a) Computershare offers a service to enable the New Zealand dollar consideration to be converted and paid electronically in certain other
currencies. If your registered address is not in New Zealand and you wish to use this service, please contact Computershare (as detailed
below). Please note that this is a service offered solely by Computershare and does not form part of the Offer. We take no responsibility
for, nor endorse or have any liability in respect of, the use of this service by you. Any currency conversion is undertaken at your own risk.
(b) Payment in foreign currencies: If you hold your shares on the NZX, live outside of New Zealand and would like your New Zealand dollar
consideration to be converted and paid electronically in a foreign currency, please contact Computershare directly to request payment in a
foreign currency. This service would be provided by PayPal Pte. Ltd (PayPal) utilising their subsidiary Hyperwallet Systems Inc and
Computershare’s product is referred to as InvestorPay. Once you have made this request to Computershare, you will be sent
Computershare’s terms and conditions for using the service, and a list of frequently asked questions (which includes details of the fees and
the spread charge you will be charged for the service by Computershare and PayPal). Computershare will then arrange for PayPal to contact
you in relation to the currency conversion service (once payment has been made).
If that service is not acceptable to you, you will need to advise Computershare of a New Zealand dollar account with a New Zealand registered
bank so payment can be made to you by electronic transfer in New Zealand dollars. If the service is not acceptable to you and you are not
able to provide a New Zealand dollar account with a New Zealand registered bank, we may choose to pay you by electronic funds transfer to
any existing New Zealand dollar account that you have advised to Computershare (such as for dividend payments) which is known to us. If we
choose to make payment to you in this manner, we are not obliged to notify you that we have done so and we will have no liability to you for
our choice to do so.
The costs associated with using any such service (in the form of fees or any spread charge), which will be deducted by Paypal from the
consideration that would otherwise be payable to you, and the relevant exchange rate that will apply will be a matter between you and
Computershare and PayPal (should you elect to use this service). We do not guarantee that PayPal will be able to provide any such service
referred to in this paragraph 10(b).
(c) Timing for payments: For the purposes of clause [2.3] of the Offer, if you elect to use the currency conversion services outlined under
paragraph 10(b) above, the timing for determining when we make payment to you will be when Computershare has paid your consideration
in New Zealand dollars to PayPal. Any subsequent delay by PayPal in making payment to you, or the non-payment of the relevant
consideration to you by PayPal, is entirely at your sole risk.
IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURES FOR ACCEPTANCES, PLEASE TELEPHONE COMPUTERSHARE INVESTOR ENQUIRIES ON 0800
991 101 (TOLL FREE WITHIN NEW ZEALAND) or +64 9 488 8794 BETWEEN 8:30AM to 5:00PM MONDAY TO FRIDAY (NZT).
POWER OF ATTORNEY
BY THE TRANSFEROR'S EXECUTION ON THE FACE OF THIS FORM, THE TRANSFEROR hereby enters into a Power of Attorney in favour of the
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Transferee as follows:
As from the date of beneficial ownership, and title, to my/our Rakon Shares passing to the Transferee in accordance with the terms of the Offer,
I/we hereby irrevocably authorise and appoint the Transferee (with power of substitution by the Transferee in favour of such person(s) as the
Transferee may appoint to act on its behalf) as my/our attorney and agent to act for me/us and do all matters of any kind of nature whatsoever in
respect of or pertaining to the Rakon Shares and all rights and benefits attaching to them as the Transferee may think proper and expedient and
which I/we could lawfully do or cause to be done if personally acting as a legal or beneficial owner of the applicable Rakon Shares.
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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.