Updated Market Release, Corporate Action Notice and App 3B
MARKET RE
LEASE
Date: 23 February 2026
NZX: GNE / ASX: GNE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN THE UNITED STATES
Earning
s resilience and strategic momentum under Gen35; NZ$400m
equity raise to accelerate growth
Genesis
Energy Limited’s (“Genesis”) conƟnued delivery of its Gen35 growth strategy, strengthened by
Genesis’ market leading fuel and generaƟon flexibility and spring hydro condiƟons, has driven a record
first-half normalised EBITDAF of NZ$307 million for the six months ended 31 December 2025.
This result demonstrates the strength and resilience of Genesis’ diversified porƞolio of assets and the
Company’s ability to deliver strong earnings under variable market condiƟons.
Genesis conƟnued to acƟvely manage its gas posiƟon into Q3 FY26. Current expectaƟons are that winter
2026 condiƟons will revert toward more normal seasonal paƩerns, with thermal baseload and firming
capacity available to support system security.
Genesis has today announced a NZ$400 million equity raise to accelerate the development of its growth
opportuniƟes across renewable generaƟon and dispatchable firming capacity, and underpin delivery of
the Gen35 strategy.
Financial Summary
6 months, Dec
2025 ($NZ)
6 months, Dec
2024 ($NZ)
Change
Normalised EBITDAF
1
$307m $222m +38%
Reported EBITDAF
2
$303m $217m +40%
Gross Margin $521m $409m +27%
Net Profit After Tax $95m $70m +36%
Operating Expenses: Digital Investment ($28m)
($14m)
100%
Operating Expenses: Operations ($190m) ($178m) +7%
Operating Free Cash Flow $183m $46m +298%
Interim Dividend 7.30 cps 7.13 cps +2%
Strategy Execution Highlights
• ConƟnued execuƟon of Gen35 strategy to benefit customers and shareholders through Genesis’
large, established customer book, growing renewable generaƟon and market leading flexibility.
• Edgecumbe solar farm (136 MWp) FID delivered and construcƟon will commence in Q4 FY26.
• Leeston solar farm (67 MWp) is on track for FID in Q4 FY26.
• Rangiriri solar farm (271 MWp) was acquired. Once operaƟonal, the Rangiriri solar farm is
expected to generate around 437 GWh of electricity annually – enough to power 54,600 homes.
• Huntly BESS Stage 1 (100 MW/200 MWh) remains on track and within budget; Stage 2 feasibility
progressing.
• 10-year Huntly Firming OpƟons for Rankine capacity were authorised by the Commerce
Commission and came into effect on 1 January 2026.
• ConƟnued progress on Genesis’ Castle Hill wind development and, in addiƟon, entered into an
exclusive wind partnership with Yinson Renewables providing access to a ~1 GW wind pipeline.
• PPA secured 70% of Mt Cass wind farm (95 MW) in Canterbury. This is planned to deliver 210 GWh
p.a. to Genesis from Q1 FY29.
• Successfully delivered the first cohort migraƟon of around 50,000 customers to the Gentrack g2.0
(R2G2) plaƞorm: Release 2 on track.
• Margin quality upliŌ, improved netback.
• Market leading flexibility leveraged during wet and high wind periods, driving record EBITDAF.
• Maintained BBB+ investment grade credit raƟng (S&P stable outlook).
Key Drivers of H1 FY26 Performance
1. Record earnings enabled by market-leading porƞolio flexibility
Genesis delivered record first-half earnings through disciplined porƞolio posiƟoning in favourable hydro
condiƟons. FY26 started with record low inflows and snowpack, before spring saw South Island inflows,
parƟcularly at Tekapo above P75, enabling higher hydro generaƟon and materially reduced thermal
generaƟon. Coal generaƟon fell to 164 GWh from 710 GWh in the prior corresponding period, as thermal
assets shiŌed from baseload to flexible firming.
This integrated porƞolio response reduced Genesis’ carbon emissions and lowered the cost of
generaƟon. The result reinforces the structural flexibility advantage of Genesis’ porƞolio — enabling
earnings to be defended in dry periods and enhanced in favourable condiƟons.
2. Margin quality delivered through conƟnued retail strategy execuƟon
Margin quality remains central to Gen35 execuƟon. Electricity netback increased 17% year-on-year to
NZ$172/MWh, reflecƟng disciplined pricing, improved customer mix and operaƟonal simplificaƟon.
The strategy conƟnues to prioriƟse value over volume. While total customer numbers adjusted following
the move to a single brand, margin quality strengthened, as planned. Growth in strategic segments -
including EV plans and demand flexibility programmes - supported higher lifeƟme customer value and
improved earnings durability.
Gas netbacks also improved through acƟve porƞolio management and disciplined contract posiƟoning.
Across all fuels, total netback increased by NZ$113 million, demonstraƟng Genesis’ ability to convert
scale into sustained margin.
3. Market leading flexibility leveraged
Genesis’ large, established customer book and proacƟve fuel opƟmisaƟon was both a key contributor to
performance and provided gas support to industrial gas customers. Genesis directed gas volumes to
support industrial customers where commercially prudent, leveraging porƞolio flexibility and driving
margin upliŌ.
Gas market volaƟlity persisted during the period, reinforcing the importance of mulƟ-fuel opƟonality
across coal, gas and diesel.
The establishment of a strategic fuel reserve at Huntly Power StaƟon, including 600 kt of coal reserve
funded equally by the four gentailers (including Genesis), further strengthened system resilience and
energy security capability.
4. Digital transformaƟon delivering structural capability
Genesis conƟnued to invest in long-term operaƟonal capability through its digital transformaƟon
programme. Billing and CRM upgrades are now live for around 50,000 customers, with Release 2
progressing toward broader migraƟon. The new financial management system has also gone live, and
enhancements to the electricity trading and risk management system are underway.
Digital investment remains within the previously disclosed NZ$145 million envelope and is expected to
support structural cost-to-serve improvements and enhanced porƞolio opƟmisaƟon from FY28 onwards.
OperaƟng expenses increased during the half due to this planned investment ramp-up and targeted
operaƟonal iniƟaƟves aligned to sustainable earnings growth.
5. Total shareholder return
Genesis delivered total shareholder return of over 13% across calendar year 2025, reflecƟng both
dividend yield and share price appreciaƟon.
Development Pipeline and Growth Momentum
Genesis’ current development pipeline includes projects with aggregate forecast generaƟon capacity of
2,500 MW. Genesis conƟnues to deliver on its strategy targeƟng approximately 500 MW of grid scale
solar, 200 MW of two-hour BESS and Rankine life extension to improve margins across its generaƟon
fleet.
ConstrucƟon on the 136 MWp Edgecumbe solar farm will commence around Q4 FY26. Genesis acquired
the 271 MWp Rangiriri solar farm during the year, which is expected to generate around 437 GWh of
electricity annually – enough to power 54,600 homes. Huntly BESS Stage 1 remains on track and under
budget, with Stage 2 feasibility advancing.
A PPA was entered into with Yinson Renewables in respect of 70% of the output in respect of their Mt
Cass wind farm in Canterbury. This PPA is expected to deliver around 210 GWh p.a. to Genesis once the
wind farm is operaƟonal.
The 10-year Huntly Firming OpƟons (“HFO’s”) for Rankines were approved by the Commerce
Commission and came into effect on 1 January 2026.
Progress has conƟnued on the Castle Hill wind development. In addiƟon, Genesis has entered into an
exclusive partnership with Yinson Renewables, providing access to a potenƟal ~1 GW wind pipeline (over
and above Mt Cass).
Genesis’ porƞolio-led approach ensures projects are sequenced based on risk-adjusted returns, system
need and capital discipline. Renewable growth is designed to enhance outcomes across the fleet,
displacing baseload thermal generaƟon and increasing dispatch flexibility.
Earnings Resilience Through Flexibility
Genesis considers that its market leading flexibility provides it with the unique ability to be able to defend
earnings during dry and low wind periods, as was demonstrated during FY25. This is alongside being able
to maximise earnings during wet, high wind periods as was demonstrated during the first half of FY26.
Genesis considers that its large, established customer book, growing renewable generaƟon and flexibility
underpins the pathway to conƟnued delivery of its strategy now and into the future.
Capital Management and Balance Sheet Strength
OperaƟng free cash flow of NZ$183 million funded growth capital, stay-in-business investment and
dividends during H126. Stay-in-business capex remains focused on prolonging the life of the Rankines
and maintaining asset reliability, while growth capex conƟnues to be directed toward renewables and
storage in line with Gen35 prioriƟes.
Leverage remains within target seƫngs consistent with Genesis’ BBB+ investment grade credit raƟng,
with increased headroom preserved for growth through the equity raise described below.
NZ$400m equity raise to accelerate growth
Equity raise overview
Genesis is undertaking an equity raise of NZ$400 million to accelerate its pipeline of growth
opportuniƟes. The equity raise comprises an underwriƩen placement of NZ$100 million at a price of
NZ$2.15 per share (“Placement”) and an underwriƩen 1 for 7.9 pro rata renounceable rights offer to
raise NZ$300 million at a price of NZ$2.05 per share (“Rights Offer”) (together, the “Offer”).
The proceeds from the Offer will iniƟally be used to reduce net debt and will allow Genesis to:
• accelerate its pipeline of growth opportuniƟes across renewable generaƟon and dispatchable
firming capacity;
• support the delivery of Horizon 2 within Genesis’ broader Gen35 strategy, designed to posiƟon
the business for growth, and increase opƟonality for Horizon 3; and
• accelerate its growth strategy while also remaining commiƩed to its investment grade credit raƟng
and current dividend policy as part of its broader capital management framework.
Malcolm Johns, Genesis’ Chief ExecuƟve, says, “Genesis has developed a strong pipeline of aƩracƟve
growth investments, with this new equity raise offer enabling the acceleraƟon of circa NZ$2 billion
pipeline of growth opportuniƟes to FY32 across renewables and dispatchable firming capacity.”
“A c c e l e r aƟon of opportuniƟes that meet Genesis’ capital allocaƟon framework are expected to both
enhance value for Genesis’ customers as well as shareholders by bringing forward earnings growth and
strengthen Genesis’ ability to support New Zealand’s energy security. Genesis considers that increased
flexible capacity will be required to maintain grid stability and reliability as renewables conƟnue to grow
within New Zealand’s energy mix, parƟcularly during dry periods. Genesis’ pipeline includes projects that
could directly increase dispatchable capacity such as BESS opportuniƟes. AcceleraƟng investment into
renewables should also enable more rapid displacement of Huntly’s baseload role and free up its
capacity to enable Genesis to bring more flexible capacity to the market.
Details of the equity raise
Placement
The Placement will be conducted through a bookbuild in which eligible insƟtuƟonal investors and New
Zealand resident clients of retail brokers will be invited to parƟcipate.
The Placement will comprise the issue of approximately 46.5 million new shares, represenƟng
approximately 4.2% of current issued capital, to raise gross proceeds of NZ$100 million.
The Placement price of NZ$2.15 per new share represents an 8.0% discount to the ex-dividend adjusted
3
closing share price on the NZX of NZ$2.34 on 20 February 2026 and an 8.7% discount to the 5-day ex-
dividend adjusted
3
volume weighted average price on the NZX (“VWAP”) of $2.35 prior to today’s
announcement.
New shares issued on compleƟon of the Placement will be eligible to parƟcipate in the Rights Offer.
Rights Offer
Under the NZ$300 million Rights Offer, eligible shareholders may apply for 1 new share for every 7.9
exisƟng shares held as at 7.00pm (NZDT) / 5:00pm (AEDT) on the record date of 2 March 2026, at an
issue price of NZ$2.05 per new share.
The Rights Offer will comprise the issue of approximately 146.3 million new ordinary shares, represenƟng
approximately 13.2% of current issued capital, to raise gross proceeds of NZ$300 million.
The Rights Offer price of NZ$2.05 represents a 10.8% discount to the ex-dividend-adjusted
3
theoreƟcal
ex-rights price (“TERP”)
4
of NZ$2.30 post the Offer.
Any rights that are not taken up by eligible shareholders and rights of ineligible shareholders will be
offered for sale in the shorƞall bookbuild that will be available to insƟtuƟonal investors and brokers.
Eligible retail shareholders who take up their rights in full may apply for addiƟonal new shares (i.e. shares
in excess of their pro rata rights) that will be offered for sale under the shorƞall bookbuild. Any surplus
subscripƟon monies above the Rights Offer price realised in the shorƞall bookbuild will be returned pro
rata to non-parƟcipaƟng and ineligible retail shareholders.
Rights will not be quoted on the NZX Main Board or on the ASX.
Crown Commitment and UnderwriƟng
The Crown has commiƩed to subscribe for approximately NZ$198m of new shares (“Crown
ParƟcipaƟon”), so that it has a 51.00% shareholding following compleƟon of the Offer
5
. The Crown’s
support of the Offer reflects its assessment of the benefits of acceleraƟng Genesis’ growth opportuniƟes
that directly advance the Government's goals for secure and affordable energy, consistent with the
Crown’s leƩer to Genesis on 30 September 2025.
The Offer, other than the Crown ParƟcipaƟon, is underwriƩen by Jarden Partners Limited.
Dividend
The Board has declared an interim dividend of 7.30 cents per share to be paid on 25 March 2026 (with
a record date of 26 February 2026). Genesis has received a waiver from NZX to enable it to shorten the
five business days’ noƟce period prescribed by the NZX LisƟng Rules between the announcement of this
dividend and its Record Date.
The Genesis Board conƟnues to believe that the current fixed dividend policy remains appropriate and
is likely to conƟnue to be appropriate through to the end of Horizon 2 of Gen35 (i.e. FY28). The Genesis
Board’s current expectaƟon is that Genesis may return to a more market-aligned policy beyond that
period, although that will be a decision for the Board at that Ɵme.
The new shares issued under the Placement and Rights Offer will not be enƟtled to the FY26 interim
dividend.
Dividend Reinvestment Plan
Shareholders will have the opportunity to parƟcipate in Genesis’ dividend reinvestment plan (“DRP”).
The Board has exercised its discreƟon in excepƟonal or unusual circumstances to adjust the DRP sale
price so that the DRP strike price will be set equal to the lower of (i) the DRP strike price calculated under
the usual DRP methodology as contemplated under the terms of the DRP, with no discount applied; and
(ii) the New Zealand dollar issue price payable under the Rights Offer forming part of the Offer.
The DRP strike price will be announced on 4 March 2026, and allotment of new shares is expected to
occur on 25 March 2026.
Outlook
Genesis’ FY26 normalised EBITDAF guidance remains unchanged at NZ$490 million – NZ$520 million.
Genesis’ FY28 normalised EBITDAF target has increased from mid to upper NZ$500 million to upper
NZ$500 million, reflecƟng Genesis confidence in growth towards the higher end of the previously
indicated range.
Genesis has today published its FY32 normalised EBITDAF outlook of NZ$650 million – NZ$750 million.
These outlook expectaƟons are based on a number of important assumpƟons, including relaƟng to
hydrological condiƟons, gas availability, plant reliability, stable market condiƟons and the absence of
material adverse events.
Commentary from Malcolm Johns, Chief Executive
“Our record EBITDAF for the period reflects the structural strength of our porƞolio with its large,
established customer book, growing renewable generaƟon and market leading flexibility.
Genesis is able to defend earnings during dry, low wind periods and opƟmise them during wet, high wind
periods, while also supporƟng wider sector security demands.
We remain focused on conƟnuing to build a commercial culture around delivery for our customers and
shareholders through a focus on conƟnuous improvement in margin quality, cost discipline and strong
capital management.
We remain New Zealand’s largest distributed energy retailer. Our renewable pipeline conƟnues to
progress and we are further unlocking value from our market leading flexibility.
The growth equity raise we have announced today will help us accelerate our development pipeline,
benefiƟng our customers, shareholders and New Zealand’s energy security.”
Additional information
AddiƟonal informaƟon regarding the Offer is contained in the investor presentaƟon accompanying this
announcement and available at www.shareoffer.co.nz/genesis. The investor presentaƟon contains
important informaƟon including key risks and foreign selling restricƟons with respect to the Offer.
AddiƟonal informaƟon regarding the Rights Offer is contained in the Offer Document accompanying this
announcement and available at www.shareoffer.co.nz/genesis.
Key dates
Placement
Trading halt and Placement bookbuild Monday, 23 February 2026
Announcement of results of Placement and trading
halt lifted
Tuesday, 24 February 2026
Settlement on the ASX Thursday, 26 February 2026
Settlement on the NZX Friday, 27 February 2026
Allotment and trading of new shares on ASX and NZX Friday, 27 February 2026
Rights Offer
Record date 7.00pm NZDT, Monday, 2 March 2026
Rights Offer opens Wednesday, 4 March 2026
Rights Offer closes Tuesday, 17 March 2026
Shortfall Bookbuild for Rights Offer Friday, 20 March 2026
Settlement on the ASX Tuesday, 24 March 2026
Settlement on the NZX Wednesday, 25 March 2026
New Rights Offer shares allotted and commence
trading on NZX and ASX
Wednesday, 25 March 2026
Payment of any premium achieved in the Bookbuild Tuesday, 31 March 2026
1. Reported EBITDAF: Earnings before net finance expense, income tax, depreciaƟon, depleƟon, amorƟsaƟon, impairment, unrealised fair value
changes, and other gains. Refer to note A1 in the Condensed Consolidated Interim Financial Statements on page 14 for reconciliaƟon from
EBITDAF to net profit before tax.
2. Normalised EBITDAF adjusted for non-rouƟne restructuring costs ($0.5 million), acquisiƟon costs ($0.8 million) and provision for Crown
royalƟes seƩlement for Kupe Venture Limited - PML 38146 ($2.0 million).
3. Ex-dividend adjustment based on Genesis’ FY26 interim dividend of 7.3 cents per share declared today.
4. TERP is the TheoreƟcal Ex-Rights Price at which Genesis ordinary shares would trade immediately aŌer the ex-rights date for the Rights Offer.
TERP is calculated with reference to Genesis’ NZX closing share price of NZ$2.34 on 20 February 2026 (ex-dividend adjusted
3
) and includes all
new shares issued under the equity raise. TERP is a theoreƟcal calculaƟon only and the actual price at which Genesis ordinary shares will trade
immediately aŌer the ex-rights date for the Rights Offer will depend on many factors and may not be equal to TERP.
5. Crown has commiƩed to subscribe for such number of new shares to result in a 51.00% shareholding following compleƟon of the Offer
(noƟng the Crown’s current shareholding in Genesis is 51.23%)
ENDS
For investor relaƟons enquiries, please contact:
David Porter
Investor RelaƟons Manager
M: 020 4184 1186
For media enquiries, please contact:
Graeme Muir
Group Manager CommunicaƟons
M: 027 202 4885
About Genesis Energy:
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells
electricity, reƟculated natural gas and LPG and is one of New Zealand's largest energy retailers with
approximately 500,000 customers. The Company generates electricity from a diverse porƞolio of thermal
and renewable generaƟon assets located in different parts of the country. Genesis also has a 46% interest
in the Kupe Joint Venture, which owns the Kupe Oil and Gas Field offshore of Taranaki, New Zealand.
Genesis had revenue of NZ$3.7 billion during the 12 months ended 30 June 2025. More informaƟon can
be found at www.genesisenergy.co.nz
Important NoƟce
EXCEPT AS OTHERWISE EXPRESSLY AGREED WITH GENESIS, THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement or any part of it does not consƟtute or form part of any offer to issue or sell, or the
solicitaƟon of an offer to purchase, subscribe for or otherwise acquire, any securiƟes in the United States
(including its territories and possessions, any state of the United States and the District of Columbia (the
"United States" or "US"), Canada, South Africa, Japan or any other jurisdicƟon in which the same would
be unlawful. No public offering of the new shares is being made in any such jurisdicƟon.
The new shares offered in the Placement and the Rights Offer have not been and will not be registered
under the US SecuriƟes Act of 1933, as amended (the "SecuriƟes Act"), or under the securiƟes laws or
with any securiƟes regulatory authority of any state or other jurisdicƟon of the United States, and
accordingly the new shares may not be offered, sold, pledged or transferred, directly or indirectly, in,
into or within the United States except pursuant to an exempƟon from, or in a transacƟon not subject
to, the registraƟon requirements of the SecuriƟes Act and in compliance with any applicable securiƟes
laws of any relevant state or other jurisdicƟon of the United States. There is no intenƟon to register any
porƟon of the offering in the United States or to conduct a public offering of securiƟes in the United
States.
The new shares offered in the Placement and the Rights Offer have not been approved or disapproved
by the US SecuriƟes and Exchange Commission, any state securiƟes commission or other regulatory
authority in the United States, nor have any of the foregoing authoriƟes passed upon or endorsed the
merits of the placing or the accuracy or adequacy of this announcement. Any representaƟon to the
contrary is a criminal offence in the United States.
Forward-Looking Statements
This announcement contains certain forward-looking statements such as indicaƟons of, and guidance
on, future earnings and financial posiƟon and performance. Forward-looking statements can generally
be idenƟfied by use of words such as “approximate”, “project”, “foresee”, “plan”, “target”, “seek”,
“expect”, “aim”, “intend”, “anƟcipate”, “believe”, “esƟmate”, “may”, “should”, “will”, “objecƟve”,
“assume”, “guidance”, “outlook” or similar expressions. This also includes statements regarding the
Ɵmetable, conduct and outcome of the Offer and the use of proceeds thereof, statements about the
plans, targets, objecƟves and strategies of Genesis, statements about the future performance of, and
outlook for, Genesis’ business. It also includes Genesis’ comments on its outlook for future periods,
including the 12-month periods ending 30 June 2026, 30 June 2028, and 30 June 2032. Any indicaƟons
of, or guidance or outlook on, future earnings or financial posiƟon or performance and future
distribuƟons are also forward-looking statements. All such forward-looking statements involve known
and unknown risks, significant uncertainƟes, judgements, assumpƟons, conƟngencies, and other factors,
many of which are outside the control of Genesis, which may cause the actual results or performance of
Genesis to be materially different from any future results or performance expressed or implied by such
forward-looking statements.
Such forward-looking statements speak only as of the date of this announcement. Except as required by
law or regulaƟon (including the NZX LisƟng Rules and the ASX LisƟng Rules), Genesis undertakes no
obligaƟon to provide any addiƟonal informaƟon or update these forward-looking statements for events
or circumstances that occur subsequent to the date of this announcement or to update or keep current
any of the informaƟon contained herein.
Any esƟmates, projecƟons or outlook statements as to events that may occur in the future are based
upon the best judgement of Genesis from the informaƟon available as of the date of this announcement.
A number of factors could cause actual results or performance to vary materially from the esƟmates,
projecƟons or outlook statements. Investors should consider the forward-looking statements in this
announcement in light of those risks and disclosures.
ENDS
For investor relaƟons enquiries, please contact:
David Porter
Investor RelaƟons Manager
M: 020 4184 1186
For media enquiries, please contact:
Graeme Muir
Group Manager CommunicaƟons
M: 027 202 4885
About Genesis Energy:
Genesis Energy (NZX: GNE, ASX: GNE) is a diversified New Zealand energy company. Genesis sells
electricity, reƟculated natural gas and LPG and is one of New Zealand's largest energy retailers with
over 520,000 customers. The Company generates electricity from a diverse porƞolio of thermal and
renewable generaƟon assets located in different parts of the country. Genesis also has a 46% interest
in the Kupe Joint Venture, which owns the Kupe Oil and Gas Field offshore of Taranaki, New Zealand.
Genesis had revenue of NZ$3.7 billion during the 12 months ended 30 June 2025. More informaƟon
can be found at www.genesisenergy.co.nz
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 4
Section 1: Issuer information (mandatory)
Name of issuer Genesis Energy Limited (Genesis)
Class of Financial Product Ordinary shares
NZX ticker code GNE
ISIN (If unknown, check on NZX
website)
NZGNEE0001S7
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer
X
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue
Placement X
Record date 02/03/2026
Ex Date (one business day before the
Record Date)
27/02/2026
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 2: Rights issue or Accelerated Offer
If Accelerated Offer, structure N/A
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
146,337,147 rights
Maximum number of Equity Securities
to be issued if offer is fully subscribed
Approximately 146.3 million ordinary shares (subject
to rounding). The total number of ordinary shares to
be issued will be determined by the results of the
rights offer and shortfall bookbuild.
ISIN of Rights (if applicable) N/A
Oversubscription facility Y
Details of scaling arrangements for
oversubscriptions
Eligible shareholders who have taken up all of their
rights in full, and institutional investors, may apply for
2 of 4
new shares under the shortfall bookbuild component
of the rights offer.
Allocations and any necessary scaling of additional
new shares applied for by eligible shareholders who
take up their entitlements in full will be determined by
Genesis and Jarden Securities Limited (in its
capacity as lead manager). Scaling of applications for
additional new shares will be done to prioritise
allocations to eligible shareholders that apply for
additional new shares over allocations to other
applicants in the shortfall bookbuild. Otherwise
scaling will be on a consistent basis by reference to
the quantum of additional shares applied for
(although Genesis and Jarden Securities Limited
retain discretion to scale individual applications for
additional new shares on a differential basis).
Entitlement ratio (for example 1 for 3)
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Equity Security (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New 1 Existing 7.9
Treatment of fractions** Where fractions arise in the calculation of rights, they
will be rounded down to the nearest right.
Subscription price
(per Equity Security)
$2.05 (or the A$ Price, as defined in the offer
document for the rights offer dated 23 February 2026
(the Offer Document))
Letters of entitlement mailed 04/03/2026
Offer open 04/03/2026
Offer close 17/03/2026
Quotation date (if Rights will be quoted) N/A
Allotment date Market open on:
25/03/2026
Section 3: Placement
Number of Equity Securities to be
issued
Approximately 46.5 million ordinary shares
Issue price per Equity Security $2.15
Maximum dollar amount of Equity
Securities to be issued
$100 million
Proposed issue date 27/02/2026
Existing holders eligible to
participate
Y
Related Parties eligible to
participate
Y
Basis upon which participation by
existing Equity Security holders will
be determined
All Institutional Investors (as defined in the Offer
Document) will be invited to participate in the placement.
Certain retail shareholders may be able to participate in
3 of 4
the placement via their brokers who bid for new shares in
the placement on behalf of their retail clients.
Purpose(s) for which the Issuer is
issuing the Equity Securities
Net proceeds from the rights offer and the placement
(together, the Offer) will be initially applied to reduce net
debt and provide financial flexibility to fund Genesis’
growth opportunities across dispatchable firming capacity
and renewable generation capacity, as set out in further
detail in the presentation dated 23 February 2026 in
relation to Genesis and the offer titled “Charging Up to
Accelerate Growth”.
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
Genesis has chosen to undertake a placement in
conjunction with a pro rata renounceable rights offer
(including a shortfall bookbuild) to raise capital. The
board has determined that this capital raising structure is
in the best interests of Genesis, after considering
alternative capital raising structures and weighing the
benefits of this capital raising structure against the
expected impact on non-participating shareholders.
In particular, the board elected to pursue a combination of
a placement and rights offer as:
• Execution certainty: alongside the Crown
Participation (as defined in Section 4 below), the Offer
is underwritten, providing certainty as to receipt of the
Offer proceeds;
• Fairness to shareholders: the pro rata nature of the
rights offer provides the opportunity for all eligible
shareholders to take up at least their pro rata portion
of the rights offer. Eligible shareholders who take up
their rights in full will have the opportunity to mitigate
any dilution to their shareholding as a result of the
placement by applying for additional new shares under
the shortfall bookbuild. Additionally, the shortfall
bookbuild represents a generally accepted and fair
method of renunciation to ensure non-participating
and ineligible shareholders have the opportunity to
receive value for their rights;
• Pricing: a placement and pro rata renounceable
rights offer structure allows Genesis to price the Offer
at a smaller discount than would be the case without a
placement. This minimises the dilutionary impact on
non-participating shareholders; and
• Allocation flexibility: allocation flexibility in the
placement will support development of Genesis’ share
register; and
• Simplicity: placements and rights offers are well
understood by market participants.
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
N/A
4 of 4
date from which they will cease to
be escrowed
Section 4: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s) Jarden Securities Limited
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
Genesis agrees to pay an aggregated lead management
fee of 0.70% of the total gross proceeds raised under the
placement and rights offer to Jarden Securities Limited.
Underwritten Y
Name of Underwriter(s) Jarden Partners Limited
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
The Sovereign in right of New Zealand (the Crown) has
committed to subscribe for the number of new shares so
that the Crown has a 51.00% shareholding following
completion of the Offer (the Crown Participation).
The Offer (other than the Crown Participation) is
underwritten by Jarden Partners Limited.
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
Genesis agrees to pay an aggregated underwriting fee of
1.50% of the total gross proceeds raised under the Offer
(excluding the Crown Participation).
Genesis agrees to pay the Crown a fee of 0.5% of the
total gross proceeds raised from the Crown under the
Offer through the Crown Participation and agrees to pay
certain of the external costs, expenses, fees and
disbursements incurred by the Crown in connection with
the Offer.
Summary of significant events that
could lead to the underwriting
being terminated
A summary of the significant events that could lead to the
underwriting agreement being terminated is set out under
the heading “Underwriting Agreement” in Part 3 of the
Offer Document.
Section 5: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Matthew Osborne
Contact person for this announcement Matthew Osborne
Contact phone number +64 21 204 8188
Contact email address Matthew.Osborne@genesisenergy.co.nz
Date of release through MAP 23 February 2026
---
This appendix is available as an online form
Only use this form if the online version is not available Rule 3.10.3
+ See chapter 19 for defined terms
5 February 2024 Page 1
Appendix 3B
Proposed issue of securities
Information and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are proposing to issue a new class of
securities that will not have CDIs issued over them, you will need to obtain and provide an
International Securities Identification Number (ISIN) for that class. For offers where the securities
proposed to be issued are in an existing class of security, and the event timetable includes rights (or
entitlement for non-renounceable issues), and deferred settlement trading or a representation of such,
ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred
settlement trading. This code will be different to the existing class. If the securities do not rank equally
with the existing class, the same ISIN code will be used for that security to continue to be quoted while
it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 2
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
GENESIS ENERGY LIMITED
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ABN 66 032 644 255
1.3 *ASX issuer code GNE
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous announcement
☐ A cancellation of a previous announcement
1.4a *Reason for update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 3
1.4b *Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.4d
*Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.5 *Date of this announcement 23 February 2026
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☒ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☐ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☒ Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 4
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be
issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the +bonus issue can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
Yes or No
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
*Is the date
estimated or
actual?
The ‘date for
determination’ is
the date that
you expect to
know if the
approval is
given or
condition is
satisfied (for
example, the
date of the
security holder
meeting in the
case of security
holder approval
or the date of
the court
hearing in the
case of court
approval).
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the bonus
issue in Appendix 7A of
the listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 5
Other (please specify
in comment section)
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1 *+Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.
2B.2
*+Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)
2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
for
2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).
2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.
2C.4 *Record date
Same as Q2C.1 above
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 6
2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.
2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.
2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).
Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
Yes or No
2D.1a
Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.
2D.2
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).
2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
Yes or No
2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.
2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue
2D.5 Any other information the entity wishes to
provide about the proposed +bonus issue
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 7
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please
complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B
and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your
response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective
timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the entitlement offer can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the
entitlement offer in
Appendix 7A of the
listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 8
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1 *+Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
GNE: Ordinary fully paid foreign exempt
NZX.
3B.2 *+Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)
GNE: Ordinary fully paid foreign exempt
NZX.
3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
1 for 7.9
3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☒ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
Approximately 146.3 million ordinary shares
(subject to rounding). The total number of
ordinary shares to be issued will be
determined by the results of the rights offer
and shortfall bookbuild. (Rights Offer)
3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 9
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.
Eligible shareholders who have taken up all
of their rights in full, and institutional
investors, may apply for new shares under
the shortfall bookbuild component of the
rights offer.
The price at which new shares will be issued
under the shortfall bookbuild is the
bookbuild price. The bookbuild price will be
equal to or above the Rights Offer price and
not more than the closing price on the last
trading day prior to the day of the shortfall
bookbuild.
Allocations and any necessary scaling of
applications for new shares under the
shortfall bookbuild will be determined by
GNE in consultation with Jarden Securities
Limited (in its capacity as lead manager).
3B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.
GNE reserves the right to scale applications
by eligible shareholders or institutional
investors for new shares under the shortfall
bookbuild component of the Rights Offer.
Scaling of applications under the shortfall
bookbuild will be done to prioritise
allocations to eligible shareholders that
apply for additional new shares over
allocations to other applicants in the shortfall
bookbuild. Otherwise, scaling of allocations
under the shortfall bookbuild will be done on
a consistent basis by reference to the
quantum of additional shares applied for
(although GNE and Jarden Securities
Limited retain discretion to scale individual
applications for additional new shares on a
differential basis).
3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZD/AUD
3B.9 *Has the offer price been determined? Yes
3B.9a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3B.9 is
“Yes”.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
The offer price is NZ$2.05 (or the A$ price)
per share.
The A$ price will be the AUD equivalent of
NZ$2.05 determined using the A$:NZ$
exchange rate published by the Reserve
Bank of New Zealand on its website at
3:00pm (NZDT) on Monday, 2 March 2026.
The A$ price is expected to be announced
by GNE on Tuesday, 3 March 2026.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 10
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)
7:00pm (NZDT) / 5:00pm (AEDT) on
2 March 2026
3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.
27 February 2026
3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis
N/A – rights will not be quoted on NZX or
ASX
3C.4 *Record date
Same as Q3C.1 above
7:00pm (NZDT) / 5:00pm (AEDT) on
2 March 2026
3C.5 *Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
noon Sydney time that the offer documents have been
sent or will have been sent by the end of the day.
4 March 2026
3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
5:00pm (NZDT) / 3:00pm (AEDT) on 17
March 2026.
3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
12 March 2026
3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.
N/A – rights will not be quoted on NZX or
ASX
3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends
18 March 2026
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 11
3C.10 [deleted]
3C.11 *+Issue date and last day for entity to
announce results of +pro rata issue
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.
24 March 2026
3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.
25 March 2026
3C.13 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).
27 March 2026
Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1 *+Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3D.2 *+Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
3D.3 *Has the offer ratio been determined? Yes or No
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
for
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 12
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3D.6
*Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
3D.7
*Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3D.9 *Has the offer price for the institutional offer
been determined?
Yes or No
3D.9a *What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.9 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
3D.9b *How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 13
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
3D.9d *Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q3D.9c is “Yes”.
3D.10
*Has the offer price for the retail offer been
determined?
Yes or No
3D.10a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.10 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
3D.10b *How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
3E.1b *Announcement date of accelerated offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 14
3E.2 *Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only
3E.4 *Rights trading commences
For PAITREO offers only
3E.5 *Date offer will be made to eligible
institutional +security holders
3E.6
*Application closing date for institutional
+security holders
3E.7 Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers
3E.8 *Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.
3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A sections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).
3E.10 Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.
3E.11 *+Issue date for institutional +security
holders
3E.12 *Normal trading of new +securities issued
under institutional entitlement offer
3E.13
*Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by noon Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.
3E.14 *Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
3E.15 *Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 15
3E.16 *Rights trading end date
For PAITREO offers only
3E.17
*Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date
3E.18 [deleted]
3E.19 Last day to announce results of retail offer,
bookbuild for any shortfall (if applicable)
Note this is the last day to announce results of retail
offer for all offers except JUMBO and ANREO offers.
3E.20 Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO
3E.21 *+Issue date for retail +security holders and
last day for entity to announce results of
retail offer
Per Appendix 7A section 4, the issue date should be
no more than 5 business days after the offer closes
date. Per Appendix 7A sections 5 and 6, the issue date
should be no more than 8 business days after the offer
closes date. This is the last day for the entity to issue
the securities taken up in the pro rata issue and lodge
an Appendix 2A with ASX to apply for quotation of the
securities. Deferred settlement trading (if applicable)
will end at market close on this day.
Note, this is the last day for entity to announce results
of retail offer for JUMBO and ANREO offers only.
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.
3E.23 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).
Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1
*Will there be a lead manager or broker to
the proposed offer?
Yes
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
Jarden Securities Limited (Lead Manager)
3F.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
The Lead Manager will receive a lead
manager fee for arranging the Rights Offer
equal to 0.7% of the gross proceeds to be
raised under the Rights Offer.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 16
3F.2 *Is the proposed offer to be underwritten? Yes
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
Jarden Partners Limited (Underwriter)
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
The Sovereign in right of New Zealand (the
Crown) has committed to subscribe for the
number of new shares so that the Crown
has a 51.00% shareholding following
completion of the Offer (the Crown
Participation).
The Offer (other than the Crown
Participation) is underwritten by Jarden
Partners Limited.
3F.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
GNE agrees to pay an aggregated
underwriting fee of 1.50% of the total gross
proceeds raised under the Offer (excluding
the Crown Participation).
GNE agrees to pay the Crown a fee of 0.5%
of the total gross proceeds raised from the
Crown under the Offer through the Crown
Participation and agrees to pay certain of
the external costs, expenses, fees and
disbursements incurred by the Crown in
connection with the Offer.
3F.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
A summary of the significant events that
could lead to the underwriting agreement
being terminated is set out under the
heading “Underwriting Agreement” in Part 3
of the offer document for the rights offer
dated 23 February 2026.
3F.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.
No
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 17
3F.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
3F.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
Dollar based ($) or percentage based (%)
3F.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
$
3F.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.
%
3F.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.
3F.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
GNE agrees to pay the Crown a fee of 0.5%
of the total gross proceeds raised from the
Crown under the Offer through the Crown
Participation and agrees to pay certain
external costs, expenses, fees and
disbursements incurred by the Crown in
connection with the Offer.
Share registry fees, settlement fees,
external adviser fees and NZX/ASX
administrative fees.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 18
Part 3G – Proposed entitlement offer – further information
Question
No.
Question Answer
3G.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
Please refer to the Investor Presentation
announced to ASX/NZX on 23 February
2026.
3G.2 *Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?
No
3G.2a *Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.
3G.3 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
3G.3a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.
3G.4
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
Any shareholder who is not as at 7:00pm
(NZDT) / 5:00pm (AEDT) on the Record
Date: (a) located in, or has a registered
address in, New Zealand or Australia; or (b)
an Institutional Investor (or a nominee of an
Institutional Investor) located in/with a
registered address in Hong Kong, Norway,
Singapore, Switzerland or the United
Kingdom.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 19
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
Yes
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.
Nominees and custodians with registered
addresses in eligible jurisdictions may be
able to participate in the Rights Offer in
respect of some or all of the beneficiaries on
whose behalf they hold Existing Shares,
provided that the applicable beneficiary
would satisfy the criteria for an Eligible
Shareholder.
Nominees and custodians who hold Existing
Shares as nominees or custodians will
receive an email from Computershare on
behalf of GNE.
3G.6 URL on the entity's website where investors
can download information about the
proposed issue
www.shareoffer.co.nz/genesis
3G.7 Any other information the entity wishes to
provide about the proposed issue
3G.8 *Will the offer of rights under the rights issue
be made under a +disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 20
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the offer of +securities under the +securities
purchase plan can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1
*+Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 21
4B.2 *+Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
A +security purchase plan is defined in Chapter 19 of
the Listing Rules as a purchase plan, as defined in
ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/54. The ASIC Corporations
(Share and Interest Purchase Plans) Instrument
2019/54 is relevant for shares or interest that are in a
class which is quoted on the financial market operated
by ASX. Unquoted securities and securities that are not
yet quoted on ASX do not fall within the definition of
+security purchase plan, this has consequences for
Listing Rules 7.2 exception 5 and 10.12 exception 4.
Please ensure that you have received appropriate legal
advice with regards to an offer that includes an offer of
attaching securities.
4B.2a If the offer includes attaching +securities –
please confirm whether the offer of the
attaching +securities is a separate offer to
the offer pursuant to the +security purchase
plan
Yes or No
4B.2b If the offer includes attaching +securities –
please confirm whether the attaching
+securities are being offered under a
+disclosure document or +PDS
Yes or No
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
4B.4 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
4B.4a *Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
4B.5 *Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
Yes or No
4B.5a *Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
Yes or No
4B.6a *Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 22
4B.7 *Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
Yes or No
4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
4B.8
*Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
4B.11 *Has the offer price been determined? Yes or No
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
preferably be made prior to the commencement of
trading on the announcement date but ASX will accept
announcements after this time.
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
4C.3 *Date on which offer documents will be
made available to investors
4C.4 *Offer open date
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 23
4C.5 *Offer closing date
4C.6 [deleted]
4C.7 *+Issue date and last day for entity to
announce results of +security purchase plan
offer
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 5 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before noon Sydney time on this day
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1 *Does the offer under the +securities
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
• the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
• the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
• the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
Yes or No
4D.1a *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 24
4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
4D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Yes or No
4D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.2 *Is the proposed offer to be underwritten? Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 25
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
4E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
4E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
4E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
Yes or No
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
4E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 26
4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
4E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
$
4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
%
4E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
4F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 27
4F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
4F.3 Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
4F.4
*URL on the entity's website where
investors can download information about
the proposed offer
4F.5 Any other information the entity wishes to
provide about the proposed offer
Part 5 – Details of proposed non-pro rata offer under a +disclosure
document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1
*Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer of +securities under a
+disclosure document or + PDS can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 28
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –
offer details
Question
No.
Question Answer
5B.1
*+Class of +securities to be offered under
the +disclosure document or +PDS (please
enter both the ASX security code &
description)
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
5B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
5B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
5B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 29
5B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
5B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.
5B.7
*Will a scale back be applied if the offer is
over-subscribed?
Yes or No
5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.
5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
5B.9 *Has the offer price been determined? Yes or No
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.
5B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.
5B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
5B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes”.
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –
timetable
Question
No.
Question Answer
5C.1
*Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.
5C.2 *Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors
5C.3 *Offer open date
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 30
5C.4 *Closing date for receipt of acceptances
5C.5 [deleted]
5C.6 *Proposed +issue date
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –
listing rule requirements
Question
No.
Question Answer
5D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
5D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.
5D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
5D.1b(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
5D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 31
5D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
5D.2
*Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No
Part 5E – Proposed non-pro rata offer under a +disclosure document or +PDS –
fees and expenses
Question
No.
Question Answer
5E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.2 *Is the proposed offer to be underwritten? Yes or No
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2b
*What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.
5E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 32
5E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
5E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
5E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
5E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
5E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
5E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.
$
5E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.
%
5E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.
5E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 33
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –
further information
Question
No.
Question Answer
5F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
5F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
5F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.
5F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
5F.4 *URL on the entity’s website where
investors can download the +disclosure
document or +PDS
5F.5 Any other information the entity wishes to
provide about the proposed offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 34
Part 6 – Details of proposed non-pro rata offer to wholesale investors
under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete
Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – conditions
Question
No.
Question Answer
6A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer to wholesale investors
under an information memorandum can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
6A.1a Conditions
Answer these questions if your response to 6A.1 is “Yes”
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 35
Part 6B – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – offer details
Question
No.
Question Answer
6B.1 *+Class of +securities to be offered under
the +information memorandum (please
enter both the ASX security code &
description)
6B.2 *The number of +securities to be offered
under the +information memorandum
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
6B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
6B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.
6B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
6B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.
6B.5
*Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
6B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.
6B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
6B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.
6B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 36
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.
6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
6B.9 *Has the offer price been determined? Yes or No
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.
6B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
6B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
6B.9d
*Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes”.
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – timetable
Question
No.
Question Answer
6C.1 *Expected date of +information
memorandum
6C.2 *Date when +information memorandum and
acceptance forms will be made available to
investors
6C.3 *Offer open date
6C.4 *Closing date for receipt of acceptances
6C.5 [deleted]
6C.6 *Proposed +Issue date
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 37
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – listing rule requirements
Question
No.
Question Answer
6D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
6D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.
6D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
Yes or No
6D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
6D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing
your response to Q6D.1 is “No”.
Yes or No
6D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
6D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 38
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – fees and expenses
Question
No.
Question Answer
6E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.2 *Is the proposed offer to be underwritten? Yes or No
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
6E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes
6E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
6E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
6E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 39
6E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.
6E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
6E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
6E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
6E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
$
6E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
%
6E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.
6E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 40
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – further information
Question
No.
Question Answer
6F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
6F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
6F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.
6F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
6F.4 *URL on the entity’s website where
wholesale investors can download the
+information memorandum
6F.5 Any other information the entity wishes to
provide about the proposed offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 41
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the placement or other type of issue can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1 *+Class of +securities to be offered under
the placement or other issue (please enter
both the ASX security code & description)
GNE: Ordinary full paid foreign exempt NZX.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 42
7B.2 Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
GNE: Ordinary full paid foreign exempt NZX.
7B.3 *Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
7B.3a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
NZD/AUD
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
Placement shares are offered at a fixed
price of NZ$2.15 per share, representing a:
(a) 8.0% discount to the ex-dividend
adjusted last close of NZ$2.34 on the
NZX Main Board on Friday, 20 February
2026
(b) 8.7% discount to the ex-dividend
adjusted 5-day VWAP on the NZX Main
Board ending Friday, 20 February 2026
of NZ$2.35
7B.3c AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
7B.3d
Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
7B.3e Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 27 February 2026
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 43
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
7D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.
7D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Yes or No
7D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
7D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Yes or No
7D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 44
7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
7D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
7D.3 *Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
No
7D.3a *Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
7D.4
*Will any of the +securities to be issued be
subject to +voluntary escrow?
No
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
Yes
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
Jarden Securities Limited (Lead Manager)
7E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
The Lead Manager will receive a lead
manager fee for arranging the Placement
equal to 0.7% of the gross proceeds to be
raised under the Placement.
7E.2 *Is the proposed issue to be underwritten? Yes
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Jarden Partners Limited (Underwriter)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 45
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
The Crown has committed to subscribe for
new shares under the Crown Participation.
The Offer (other than the Crown
Participation) is underwritten by Jarden
Partners Limited.
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
GNE agrees to pay an aggregated
underwriting fee of 1.50% of the total gross
proceeds raised under the Offer (excluding
the Crown Participation).
GNE agrees to pay the Crown a fee of 0.5%
of the total gross proceeds raised from the
Crown under the Offer through the Crown
Participation and agrees to pay certain of
the external costs, expenses, fees and
disbursements incurred by the Crown in
connection with the Offer.
7E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
A summary of the significant events that
could lead to the underwriting agreement
being terminated is set out under the
heading “Underwriting Agreement” in Part 3
of the offer document for the rights offer
dated 23 February 2026.
7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
7E.3c
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 46
7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
GNE agrees to pay the Crown a fee of 0.5%
of the total gross proceeds raised from the
Crown under the Offer through the Crown
Participation and agrees to pay certain
external costs, expenses, fees and
disbursements incurred by the Crown in
connection with the Offer.
Share registry fees, settlement fees,
external adviser fees and NZX/ASX
administrative fees.
Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1 *The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☒ Other [provide details below]
Additional details:
Please refer to the Investor Presentation
announced to ASX/NZX on 23 February
2026.
7F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
No
7F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
7F.3 Any other information the entity wishes to
provide about the proposed issue
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 47
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1 *The +class of +securities proposed to be
issued is:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☒ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
8A.2 *Any on-sale of the +securities proposed to
be issued within 12 months of their date of
issue will comply with the secondary sale
provisions in sections 707(3) and 1012C(6)
of the Corporations Act by virtue of:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable)”, “An accelerated offer”, “A non-pro rata
offer to wholesale investors under an information
memorandum” or “A placement or other type of issue”
and your response to Q8A.1 is “existing quoted class”
or “new quoted class”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of the securities
proposed to be issued, it gives a warranty that an offer
of the securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or
1012C(6) of the Corporations Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see ASIC
Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your
legal adviser.
☐ The publication of a +disclosure
document or +PDS for the +securities
proposed to be issued
☐ The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
☐ The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities
proposed to be issued that meets the
requirements of section 708A(11) or
1012DA(11)
☒ An applicable ASIC instrument or class
order
☐ Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities were issued.
Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the
entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted
class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities
that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX
Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure
document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 48
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.
Question Answer
8B.1 *ASX security code & description GNE: Ordinary fully paid foreign exempt
NZX.
8B.1a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities do not have
+CDIs issued over them)
NZGNEE0001S7
8B.2a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.
Yes or No
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.
8B.2d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.
8B.2e *Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.
Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 49
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Wholesale debt securities
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities that will not have CDIs issued over
them. See also the note at the top of this form.
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities do not have
+CDIs issued over them)
8C.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
Yes or No
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
Yes or No
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.
8C.4d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
8C.4e *Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 50
8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
8C.6
*Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
Yes or No
8C.7a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
*Will there be +CDIs issued over the
+securities?
Yes or No
*+CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).
X:Y
*Is it a partly paid class of +security? Yes or No
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the previous
question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).
X:Y
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
Yes or No
8C.7b Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 51
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).
*Expiry date
The date on which the options expire or terminate.
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
8C.7c Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
*Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the face
value per security in AUD).
*Interest or dividend rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
Note, this and the following questions also refer to
dividend rates and payments, as would be relevant to
preference securities.
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
*Frequency of coupon/interest/dividend
payments per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 52
*First interest/dividend payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments
*Interest/dividend rate per annum
Answer this question if the interest rate type is fixed.
% p.a.
*Is the interest/dividend rate per annum
estimated at this time?
Answer this question if the interest rate type is fixed.
Yes or No
*If the interest/dividend rate per annum is
estimated, then what is the date for this
information to be announced to the market
(if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this time.
*Does the interest/dividend rate include a
reference rate, base rate or market rate
(e.g. BBSW or CPI)?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
*Does the interest/dividend rate include a
margin above the reference rate, base rate
or market rate?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
% p.a.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*If the margin is estimated, then what is the
date for this information to be announced to
the market (if known)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
Answer “Unknown” if the date is not known at this time.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 53
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
*Is the +security perpetual (i.e. no maturity
date)?
Yes or No
*Maturity date
Answer this question if the security is not perpetual
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
Yes or No
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 54
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities are converted,
transformed or exchanged (including, if
applicable, any interest)
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.
8C.7d Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
CFI
FISN
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
Total principal amount of class
Face value
This is the offer / issue price or value at which the
security was offered on issue.
Number of +securities
This should be the total principal amount of class
divided by the face value
*Interest rate type
Select the appropriate interest rate type per the terms
of the security.
☐ Fixed rate
☐ Floating rate
☐ Fixed to floating
☐ Floating to fixed
*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.
*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments. The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
%
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 55
*Maturity date
The date on which the security matures.
Class type description
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21; 05/02/24
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.