NEW ZEALAND COASTAL

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New Zealand Coastal Seafoods : Share Purchase Plan Booklet

09/09/2020 | 10:41pm

New Zealand Coastal Seafoods Ltd.

Suite 5 CPC, 145 Stirling Highway

Nedlands

Western Australia 6009

Web: www.nzcs.co

ACN: 124 251 396

10 September 2020

Dear Shareholder,

Invitation to Participate in Share Purchase Plan

On 7 September 2020, New Zealand Coastal Seafoods Limited (ACN 124 251 396) (the Company) announced its intention to offer shareholders the chance to participate in a share purchase plan to subscribe for additional fully paid ordinary shares in the Company (Shares) (the SPP or the Plan or the Offer).

The Board of Directors is now pleased to make the Offer to Eligible Shareholders (defined below) on the terms and conditions enclosed in this letter (Terms and Conditions).

Shareholders Eligible to Participate in the Plan

Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares at 5:00pm (AWST) on 4 September 2020 (Record Date) and whose registered address is in Australia or New Zealand (Eligible Shareholders).

Share Purchase Plan

The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to acquire Shares up to the value of $30,000 at a 15% discount to the volume weighted average market price (VWAP) of Shares traded on the ASX over the last 5 trading days on which Shares were traded immediately before the issue date of the Shares under the Plan, rounded to the nearest 0.1 cent (Issue Price).

Whilst the Company intends to raise $3,000,000 under the Plan, the Company reserves the right to accept oversubscriptions at its absolute discretion. Shareholders should note that the maximum number of Shares which can be issued under the Plan is limited by the ASX Listing Rules to a maximum of 218,960,663 Shares, which is equal to 30% of the Company's existing issued share capital.

Depending on shareholder demand and applications received, the Company may, in its absolute discretion, undertake a scale back so that no more than $3,000,000 is raised under the Plan or so that not more than 30% of that number of Shares already on issue are issued under the Plan. Scale back decisions are made by the Board and are final.

An application form for the Plan (Application Form) is included in this package.

Top Up Placement

Additionally, the Company also proposes to undertake a placement of Shares to sophisticated, professional and institutional investors after completion of the SPP to raise an additional $2,000,000 at the same issue price as under the SPP (Top-UpPlacement).

Any Shares issued under the Top-Up Placement are expected to be issued utilising the Company's available capacity under ASX Listing Rules 7.1 and 7.1A at the relevant time.

Underwriter and Lead Manager

The SPP is underwritten by Canaccord Genuity (Australia) Limited (Canaccord or Underwriter) to a maximum of $3,000,000 (Underwritten Amount). As noted above, the Company reserves the right to accept oversubscriptions under the Plan at its absolute discretion.

The Underwriter has also been appointed to act as lead manager in respect of the SPP and the Top-Up Placement, subject to standard terms and conditions of engagement.

In the event that Eligible Shareholders subscribe for an amount less than the Underwritten Amount pursuant to the SPP (Subscription Amount), Shares to the value of the difference between the Subscription Amount and the Underwritten Amount will be placed to Canaccord or its nominees (Shortfall Shares) under the terms of the underwriting agreement between the Company and the Underwriter (Underwriting Agreement). The Underwriting Agreement contains customary conditions, warranties and undertakings and is subject to various termination events exercisable by Canaccord,

The placement of any Shortfall Shares to the Underwriter is subject to the Company having the capacity to do so under ASX Listing Rules 7.1 and 7.1A at the date of such placement. Shortfall Shares will be placed at the discretion of the Company in consultation with Canaccord, subject to compliance with all necessary legal requirements.

Current Activities

Details of the Company's current activities are set out in the announcements made by the Company to the ASX and are available from the ASX, or the Company's website www.nzcs.co

The funds raised under the Plan and any Top-Up Placement are intended to be utilised toward enhancing the Company's sales team and distribution capacity, additional upgrades to the Company's factory to enhance capacity including around its nutraceutical products, general working capital and covering the expenses of the SPP and Top-Up Placement.

The above is a statement of current intentions at the date of this letter. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

How much can you invest?

Eligible Shareholders may each apply for a maximum number of Shares to the value of $30,000 and a minimum number of Shares to the value of $1,000 under the Plan.

How to accept the Offer

To apply for Shares under the Plan, please follow the instructions on the enclosed personalised Application Form.

Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan:

Offer

Total amount payable

(subscription amount)

Offer A

$30,000

Offer B

$20,000

Offer C

$15,000

Offer D

$10,000

Offer E

$5,000

Offer F

$2,000

Offer G

$1,000

The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have selected by the Issue Price, rounded down.

Once an application has been made it cannot be revoked. All Application Forms must be received by the Closing Date of 30 September 2020. If the exact amount of money is not tendered with your application, the Company reserves the right to either:

  1. return your Application Form and/or payment and not issue any Shares to you; or
  2. issue to you the number of Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.

Multiple Holdings

The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application price paid for the Shares the subject of the application and any other shares and interests in the class applied for by the applicant under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $30,000.

Custodians and Nominees

Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of Shares to the value of $30,000 in respect of each Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details.

Relationship of Issue Price with Market Price

On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.053. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under the Offer.

By making an application under the Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the Issue Price will be at a discount to the Share price at the time of issue, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an offer and the date of issue of Shares under that offer and that the value of the Shares received under the Plan may rise or fall accordingly.

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under the Offer.

Additional Information and Important Dates

The offer of Shares under the Plan is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).

The Offer cannot be transferred and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application. Shares to be issued under the Plan will be issued no later than 7 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

The maximum amount currently proposed to be raised under the Offer is $3,000,000. The Company, however, reserves absolute discretion regarding the final amount raised under the Offer, subject to the ASX Listing Rules.

In the event the Offer is oversubscribed by the Closing Date, the Directors may, in their absolute discretion, scale-back applications on an equitable basis. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions.

If the Company rejects or scales-back an application or purported application, the Company will promptly return to the applicant the relevant application monies, without interest.

Foreign offer restrictions

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

New Zealand Shareholders

The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (as amended) (New Zealand).

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

New Zealand Coastal Seafoods Ltd. published this content on 10 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2020 01:29:01 UTC

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