SEEKA LIMITED OFFER DOCUMENT 1 FOR 1.5 PRO RATA RIGHTS OFFER. 12 November 2018

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1 SEEKA LIMITED OFFER DOCUMENT 1 FOR 1.5 PRO RATA RIGHTS OFFER 12 November 2018 This Offer Document may not be distributed in the United States of America or elsewhere outside New Zealand except to certain investors in such other countries and to the extent contemplated in this Offer Document. This is an important document. You should read it carefully and in full before deciding whether to take up your Rights. If you have any doubts as to what you should do, please consult your broker, financial, investment or other professional adviser. Lead Manager & Underwriter

2 IMPORTANT INFORMATION This Offer Document relates to an offer of New Shares in Seeka Limited under a pro rata Rights Offer and a Shortfall Bookbuild of New Shares attributable to Rights not taken up under the Rights Offer. Offer Document The Offer is made pursuant to the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act This document is not a product disclosure statement for the purposes of that Act, and does not contain all of the information that an investor would find in a product disclosure statement, or which may be required to make an informed investment decision about the Offer or Seeka. Additional Information available under Seeka s Disclosure Obligations Seeka is subject to continuous disclosure obligations under the NZX Main Board Listing Rules, which require Seeka to notify certain material information to NZX. Market releases by Seeka are available at under the ticker code SEK and on Seeka s website nzx-announcements. Seeka may, during the Offer, make additional releases to NZX. No release by Seeka to NZX will permit you to withdraw any previously submitted application for New Shares. The market price of Shares in Seeka may increase or decrease between the date of this Offer Document and the date of allotment of New Shares. Any changes in the market price of Shares will not affect the Application Price. The market price of New Shares following allotment may be higher or lower than the Application Price. Offering Restriction This Offer Document does not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation. This Offer Document may not be sent or given to any person who is not an Eligible Shareholder or an Institutional Investor in circumstances in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand may be restricted by law. In particular, this Offer Document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside New Zealand except to Institutional Investors or as Seeka may otherwise determine in compliance with applicable laws. Further details on the offering restrictions that apply are set out in Section 4. If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. Seeka disclaims all liability to such persons. It is your decision to participate in the Offer The information in this Offer Document does not constitute a recommendation to acquire New Shares or financial product advice to you or any other person. This Offer Document has been prepared without taking into account your investment objectives, financial or taxation situation, or particular needs. You should make your decision as to whether to invest in New Shares based on your personal circumstances. Please read this Offer Document carefully and in full before making that decision. You are encouraged to take your own professional advice before you invest. You should not rely on any information in respect of the Offer other than information contained in this Offer Document or another communication authorised by Seeka s Directors. Withdrawal Seeka reserves the right to withdraw all or any part of the Offer. If this occurs, you will not be allotted New Shares and any amount you have paid to Seeka will be refunded to you within five Business Days of the withdrawal. No interest will be payable to you on any monies refunded. No Guarantee No guarantee is provided by any person in relation to New Shares to be issued under the Offer. Likewise, no warranty is provided with regard to the future performance of Seeka or any return on any investment in New Shares. Privacy Any personal information provided by you in your online application or Entitlement and Acceptance Form will be held by Seeka or the Registrar at the addresses set out in the 2 OFFER DOCUMENT SEEKA LIMITED

3 Directory and may also be held in electronic format. Seeka or the Registrar may store your personal information in online storage on a server or servers which may be located inside or outside New Zealand. Your personal information will be used for the purposes of administering your investment in Seeka. This information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 1993, you have the right to access and correct any personal information held about you. Enquiries If you have any enquiries about the Offer, they can be directed to an NZX Primary Market Participant, or your lawyer, accountant or other professional adviser. If you have any questions about the number of New Shares shown on the Entitlement and Acceptance Form that accompanies this Offer Document, or how to complete the online application or your Entitlement and Acceptance Form, please contact the Registrar (see the Directory). Defined Terms Capitalised terms used in this Offer Document are defined in the Glossary in Section 5. All references in this Offer Document to time are to New Zealand time, and all references to money are to New Zealand dollars. Governing Law and Jurisdiction This Offer Document, the Offer and any contract resulting from it are governed by the laws of New Zealand and you submit to the exclusive jurisdiction of the courts of New Zealand. Unless stated otherwise, all references to legislation are references to New Zealand legislation. New Zealand legislation can be viewed at IMPORTANT If you do nothing with your Rights, you will only realise value for your Unexercised Rights if a Premium is achieved under the Shortfall Bookbuild. There is no guarantee that a Premium will be achieved under the Shortfall Bookbuild. The Rights Offer is a pro rata offer. If you take up all your Rights your percentage shareholding in Seeka will not reduce, but if you do not take up all your Rights, your percentage shareholding in Seeka will reduce following allotment of New Shares under the Offer. SEEKA LIMITED OFFER DOCUMENT 3

4 CONTENTS 5 Chairman s Letter 7 Section 1 Key Information 9 Section 2 Important Dates 10 Section 3 Answers to frequently asked Questions 13 Section 4 Details of the Offer 20 Section 5 Glossary 23 Directory

5 CHAIRMAN S LETTER Dear Seeka Shareholder, Seeka s Pro Rata Rights Offer New capital raising initiative Seeka has announced a new capital raising initiative that will be implemented over the course of the next three years that will allow Seeka to pursue its strategy of becoming New Zealand s leading orchard-to-market business. The new capital raising initiative includes: a fully underwritten pro rata rights offer to raise approximately $50 million of new equity for the company; new share issuances under a new grower share scheme, expected to be launched in the first quarter of 2019, issuing up to 2,600,000 new shares; and further new share issuances under Seeka s existing employee share ownership scheme, issuing up to an expected maximum of 700,000 new shares. On behalf of the Board, I am pleased to invite you to participate in this Offer. The Offer This Offer provides an opportunity for you to increase the number of Shares you hold in Seeka and to take advantage of the discount at which New Shares will be issued under the Offer. The Offer proceeds will be used to strengthen Seeka s balance sheet, repay bank debt, undertake planned capital expenditure and provide the company with the financial flexibility to further pursue its strategy of becoming New Zealand s leading orchard-to-market business. Seeka is an international fresh produce business. Through its four main operating divisions (Orchards, Post-Harvest, Retail Services and Australia), Seeka grows, processes and markets fruit in New Zealand and Australia. Seeka is the largest grower of kiwifruit in New Zealand and is Australia s largest grower of kiwifruit and nashi. With the burgeoning kiwifruit industry in New Zealand 1, Seeka will continue to invest capital into its coolstores and packhouses, increasing kiwifruit processing capacity, incorporating automated post harvest technology and advanced information systems, and so positioning itself well for further growth in New Zealand and Australia. Beyond kiwifruit, Seeka also has a diversified offering of other fruits. Avocados in particular represent a high-growth emerging market, with the export value of New Zealand s avocados nearly doubling over the last 5 years 2. Delivering a full orchard-tomarket service, Seeka s avocado volumes have increased through orchard syndication, and Seeka has positioned itself to benefit from higher avocado volumes with three packhouses capable of handling avocados. The Board and management consider it sensible at this time to undertake the capital raising to recapitalise the balance sheet and provide Seeka with the financial flexibility to further execute its growth strategy. [1] New Zealand is one of the fastest growing kiwifruit exporters in the world, its net kiwifruit export surplus having increased by 79.4% from (World Top Exports, July 2018). [2] New Zealand Avocado Annual Report, SEEKA LIMITED OFFER DOCUMENT 5

6 Participating in the Offer Under the Offer, you have the opportunity to purchase 1 new share for every 1.5 existing Seeka shares you own as at 5.00pm (NZT) 20 November 2018 (the record date for the Rights Offer). The Issue Price of $4.25 per New Share represents a 17.0% discount to TERP, being the price at which Seeka s shares should theoretically trade at, immediately after the shares become ex-entitlement. The rights will not be tradeable to the NZX Main Board. Instead, any rights not taken up, or attributable to ineligible shareholders, will be offered to investors through a bookbuild process. In addition to institutional investors, we are pleased to give all shareholders the opportunity to participate in the bookbuild. Existing New Zealand shareholders will have a preferential position in the bookbuild should they wish to subscribe for more shares than their entitlement under the rights issue. If you do nothing with some or all of your Rights, you may still receive value for those Rights, to the extent that the bookbuild price exceeds the Issue Price. The Offer is fully underwritten by First NZ Capital Group Limited. YOU HAVE UNTIL 5.00PM (NZ TIME) ON 7 DECEMBER 2018 TO SUBSCRIBE FOR NEW SHARES. Applications must be made (together with payment) either via: Submission of the online application at or Completion of the enclosed Entitlement and Acceptance Form and return to the Registrar. Please read this Offer Document carefully before deciding what to do. If you have any questions about how to deal with your Rights, you are encouraged to talk to a professional adviser. We encourage you to read all of our recent announcements, particularly the Investor Presentation released on 7 November 2018 and the offer announcement released on 12 November 2018, at under the ticker SEK. You can also access information, including the Investor Presentation and announcements regarding the Offer, on our website at We remain committed to forging ahead with Seeka s strategy of becoming New Zealand s leading orchard-to-market business and solidifying Seeka s market position in Australia. Thank you for considering this opportunity and for your continued support. Yours sincerely, Fred Hutchings Chairman Seeka Limited 6 OFFER DOCUMENT SEEKA LIMITED

7 SECTION 1 KEY INFORMATION SUMMARY OF THE OFFER Issuer Seeka Limited The Offer A pro rata Rights Offer of 1 New Share for every 1.5 Existing Shares held by you at 5.00pm on the Record Date (being 20 November 2018), followed by a Shortfall Bookbuild. The Offer is fully underwritten by First NZ Capital Group Limited. The Rights will not be quoted on the NZX Main Board. The amount to be raised under the Offer is up to approximately $50 million. Rights The right to subscribe for New Shares under the Rights Offer. Each Right entitles (but does not oblige) you to subscribe for 1 New Share for every 1.5 Existing Shares held by you at 5.00pm on the Record Date. You may take up all, some or none of your Rights. You do not pay for the Rights themselves only for New Shares which will be issued to you if you choose to take up some or all of your Rights. New Shares attributable to Unexercised Rights will be offered in the Shortfall Bookbuild. Eligibility for the Rights Offer You are eligible to participate in the Rights Offer if your name is recorded on Seeka s Share register as the holder of Existing Shares at 5.00pm on the Record Date with: a registered address in New Zealand; or a registered address in Australia, Hong Kong, Singapore and Japan, provided you are an Institutional Investor, and you are not in the United States and are not acting for the account or benefit of a person in the United States. Application Price $4.25 per New Share. The Application Price is payable in full on application. Any New Shares issued under the Shortfall Bookbuild will be issued at the Bookbuild Price. SEEKA LIMITED OFFER DOCUMENT 7

8 Shortfall Bookbuild Eligible Shareholders who take up their Rights in full have the opportunity to apply for additional New Shares which are attributable to any Rights not taken up. These applications for additional New Shares will go into a bookbuild process which will also involve Institutional Investors. Existing Shares currently on issue 17,590,482 Existing Shares as at the date of this Offer Document. Maximum number of New Shares being offered 11,726,988 New Shares (subject to rounding). Maximum number of Shares on completion of the Offer 29,317,470 Shares (subject to rounding). 8 OFFER DOCUMENT SEEKA LIMITED

9 SECTION 2 IMPORTANT DATES Announcement of the Offer 12 November 2018 Record Date for determining entitlements to Rights 5.00pm, 20 November 2018 Expected mailing of Offer Document and Entitlement and Acceptance Forms to Eligible Shareholders 21 November 2018 Rights Offer opens 21 November 2018 Rights Offer closes (and last date for receipt of applications with payment of Application Monies for all New Shares you apply for) 7 December 2018 Shortfall Bookbuild occurs 11 December 2018 Allotment of New Shares under the Rights Offer and the Shortfall Bookbuild 14 December 2018 New Shares expected to commence trading on the NZX Main Board 14 December 2018 Payment of the Premium (if any) achieved in the Shortfall Bookbuild in respect of Unexercised Rights to holders of Unexercised Rights 17 December 2018 Expected mailing of holding statements for New Shares allotted under the Rights Offer and the Shortfall Bookbuild 19 December 2018 These dates and the references to them throughout this Offer Document are subject to change and are indicative only. Seeka reserves the right to amend the dates and times without prior notice, subject to law and the Listing Rules. The Offer may also be withdrawn, in Seeka s absolute discretion, at any time before the allotment of New Shares. If the Offer is withdrawn before the allotment of New Shares all Rights will lapse. SEEKA LIMITED OFFER DOCUMENT 9

10 SECTION 3 ANSWERS TO FREQUENTLY ASKED QUESTIONS Question Response What is the Offer? The Rights Offer is a pro rata rights issue of 1 New Share for every 1.5 Existing Shares at $4.25 per New Share. This means that if you are an Eligible Shareholder, you will have the option, but not the obligation, to subscribe for 1 New Share for every 1.5 Existing Shares you hold at 5.00pm on the Record Date (20 November 2018). The Rights Offer will be followed by a Shortfall Bookbuild, which is explained below. The Rights Offer and the Shortfall Bookbuild together make up the Offer. Seeka is aiming to raise up to approximately $50 million under the Offer. Why is Seeka making the Offer? Seeka will use proceeds of the Offer (following payment of Offer costs) to strengthen its balance sheet, repay bank debt and undertake planned capital expenditure. Is the Offer underwritten? The Offer is fully underwritten by First NZ Capital Group Limited. Am I eligible to participate in the Rights Offer? You will be able to participate in the Rights Offer if you are an Eligible Shareholder. You are an Eligible Shareholder if, as at 5.00pm on the Record Date, you are recorded on Seeka s share register as a holder of Existing Shares and: (a) your address is shown in Seeka s share register as being in New Zealand; or (b) your address is shown in Seeka s share register as being in Australia, Hong Kong, Singapore, or Japan provided you are an Institutional Investor, and you are not in the United States and you are not acting for the account or benefit of a person in the United States. How much will I pay for New Shares under the Rights Offer? The Issue Price under the Rights Offer is $4.25 per New Share. How do I take up my Rights? Applications can be made online at from 21 November 2018 or by completing the Entitlement and Acceptance Form and returning it to the Registrar together with payment. Please allow adequate time for mail deliveries. Applications received after 5.00pm (New Zealand Time) on the Closing Date may not be accepted. By completing and returning an online application or Entitlement and Acceptance Form and applying for New Shares, you agree to accept the New Shares: subject to the terms set out in Seeka s constitution; and on the terms and conditions set out in this Offer Document and the Entitlement and Acceptance Form. continues on page OFFER DOCUMENT SEEKA LIMITED

11 Question Response Continuation: How do I take up my Rights? Your application for New Shares is irrevocable and cannot be withdrawn. No receipt or confirmation of payment or receipt of online applications or Entitlement and Acceptance Forms will be provided to you. What is the Shortfall Bookbuild? This is a separate process that takes place after the Rights Offer that deals with any Rights that are not taken up by the Closing Date (including those Rights attributable to Ineligible Shareholders). Any Rights not taken up will be sold under this process which will be conducted by the Lead Manager. The Shortfall Bookbuild is expected to be completed by 12 December Am I eligible to participate in the Shortfall Bookbuild? Eligible Shareholders who have taken up all of their Rights have the opportunity to participate in the Shortfall Bookbuild, alongside Institutional Investors, and apply for additional New Shares over and above their entitlement to New Shares under the Rights Offer. How do I participate in the Shortfall Bookbuild? To participate in the Shortfall Bookbuild you must: (a) take up your Rights in full (Part A of the Entitlement and Acceptance Form); and (b) apply for New Shares under the Shortfall Bookbuild by specifying the dollar value of New Shares that you wish to apply for (Part B of the Entitlement and Acceptance Form). If you do not take up all of your Rights, then you will not be eligible to participate in the Shortfall Bookbuild and your application for any additional New Shares under the Shortfall Bookbuild will be disregarded. Applications can be made online at from 21 November 2018 or by completing the Entitlement and Acceptance Form and returning it to the Registrar together with payment. Payment must be made for both the New Shares subscribed for under the Rights Offer and the New Zealand dollar amount of New Shares that you are applying for under the Shortfall Bookbuild. The price for New Shares under the Shortfall Bookbuild will be the Bookbuild Price set during the Shortfall Bookbuild. How many New Shares will I receive under the Shortfall Bookbuild? The number of New Shares you will receive under the Shortfall Bookbuild will depend on the allocation made to you. Allocations and any necessary scaling of applications for New Shares under the Shortfall Bookbuild will be determined by Seeka in its discretion in consultation with the Lead Manager. SEEKA LIMITED OFFER DOCUMENT 11

12 Question Response How will the Bookbuild Price be set? The Bookbuild Price will be determined by Seeka and the Lead Manager, but will be no less than the Application Price of $4.25 per New Share and no greater than the close price prior to the day of the Shortfall Bookbuild. Seeka will announce the Bookbuild Price to NZX upon completion of the Shortfall Bookbuild, which is expected to be completed by 12 December How much will I pay for New Shares under the Shortfall Bookbuild? You will pay the Bookbuild Price for any additional New Shares that you are allocated under the Shortfall Bookbuild. How do I sell my Rights? Eligible Shareholders may sell some or all of their Rights by completing the relevant section of their Entitlement and Acceptance Form and ensuring the purchaser returns it to the Registrar together with payment. However, the Rights will not be quoted on the NZX Main Board and there will be no licensed market on which Shareholders may sell their Rights. Accordingly, there may be no market for the Rights and it may be difficult to find a purchaser for any Rights. If you do nothing with some or all of your Rights you may still receive value for those Rights if a Premium is payable under the Shortfall Bookbuild. How do I pay for my New Shares? You are able to pay for your New Shares by way of cheque or direct debit. If you are applying for additional New Shares in the Shortfall Bookbuild, you will be required to make full payment at the time of application. If any scaling is applied to the application, a refund (without interest) of any extra Application Monies will be processed within five Business Days of the allotment of the New Shares. More detail on payment options are included in the Entitlement and Acceptance Form. Who do I contact with any questions? If you have any queries about the number of Rights shown on your Entitlement and Acceptance Form, or how to complete your Entitlement and Acceptance Form, please contact the Registrar (see the Directory). If you are in doubt as to any aspect of this Offer Document or the Offer, you should consult your financial or other professional adviser, or an NZX Primary Market Participant. 12 OFFER DOCUMENT SEEKA LIMITED

13 SECTION 4 DETAILS OF THE OFFER Offer The maximum number of New Shares being offered under the Offer is 11,726,988 (subject to rounding). The maximum amount to be raised under the Offer is approximately $50 million. The Offer comprises the Rights Offer and the Shortfall Bookbuild. Rights Offer The Rights Offer is a pro rata offer of New Shares. Eligible Shareholders are entitled to subscribe for 1 New Share for every 1.5 Existing Shares held at 5.00pm on the Record Date, at the Application Price of $4.25 per New Share (payable in full on application). You are not required to pay for the Rights, only for the New Shares which will be issued to you if you choose to take up all or some of your Rights. The Rights will not be quoted on the NZX Main Board. If you are an Eligible Shareholder you may take up all or some of your Rights, transfer all or some of your Rights, or do nothing with all or some of your Rights. If you are an Eligible Shareholder and you do not take up all of your Rights, or you transfer some or all of your Rights, your current shareholding will be diluted as a result of the issue of New Shares under the Offer. If you take up your Rights in full, you may also apply for additional New Shares, by specifying a New Zealand dollar amount of New Shares for which you wish to apply in your Entitlement and Acceptance Form. The Rights Offer opens for receipt of acceptances on 21 November 2018 and closes at 5.00pm on 7 December 2018 (subject to Seeka s right to modify these dates). The timetable for the Rights Offer is set out in Section 2. Eligibility The Rights Offer is only open to Eligible Shareholders and persons that Seeka is satisfied can otherwise participate in the Rights Offer in compliance with all applicable laws. You are an Eligible Shareholder if you are recorded on Seeka s register as a Shareholder at 5.00pm on the Record Date with: a registered address in New Zealand; or a registered address in Australia, Hong Kong, Singapore and Japan, provided you are an Institutional Investor, and you are not in the United States and are not acting for the account or benefit of a person in the United States. Seeka considers that the legal requirements of jurisdictions other than New Zealand, Australia, Hong Kong, Singapore, and Japan are such that it would be unduly onerous for Seeka to make the Rights Offer in those jurisdictions. This decision was made having regard to the small number of Shareholders in such overseas jurisdictions and the costs of complying with overseas legal requirements. This Offer Document is not to be sent or given to any person outside New Zealand in circumstances in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand may be restricted by law. If you come into possession of this Offer Document, you should observe any such restrictions and seek your own advice on such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. Seeka disclaims all liability to such persons. Seeka reserves the right to determine whether you or any other Shareholder is eligible to participate in the Rights Offer, and to reject any application that it considers has been made by an Ineligible Shareholder. If you are an Ineligible Shareholder, your Rights (being the number of New Shares to which you would have been entitled to subscribe for if you were an Eligible Shareholder) will be Unexercised Rights and the New Shares attributable to those Unexercised Rights will be offered in the Shortfall Bookbuild. If the Bookbuild Price exceeds the Application Price, the excess (called the Premium) will be paid to you in the same manner as the holders of the other Unexercised Rights in proportion to your holding of Unexercised Rights. If you are an Eligible Shareholder and you take up your Rights in full, you may also apply for additional New Shares under the Shortfall Bookbuild by specifying in Section B of your Entitlement and Acceptance Form a New Zealand dollar amount of New Shares that you wish to apply for under the Shortfall Bookbuild. Australia This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in SEEKA LIMITED OFFER DOCUMENT 13

14 accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (the Australian Corporations Act ). This document is not a prospectus, product disclosure statement or any other formal disclosure document for the purposes of Australian law and is not required to, and does not, contain all the information which would be required in a disclosure document under Australian law. This document has not been and will not be lodged or registered with the Australian Securities & Investments Commission or the Australian Securities Exchange and Seeka is not subject to the continuous disclosure requirements that apply in Australia. Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the Australian Corporations Act. Investors in Australia should be aware that the offer of New Shares for resale in Australia within 12 months of their issue may, under section 707(3) of the Australian Corporations Act, require disclosure to investors under Part 6D.2 if none of the exemptions in section 708 of the Australian Corporations Act apply to the re-sale. Hong Kong This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO ). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the Rights and the New Shares have not been and will not be offered or sold in Hong Kong other than to professional investors (as defined in the SFO and any rules made under that ordinance). No advertisement, invitation or document relating to the Rights and the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Rights and New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Rights or New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this document, you should obtain independent professional advice. Singapore This document and any other materials relating to the Rights and the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Rights and New Shares, may not be issued, circulated or distributed, nor may the Rights and New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), or as otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. This document has been given to you on the basis that you are (i) an existing holder of Shares, (ii) an institutional investor (as defined in the SFA) or (iii) an accredited investor (as defined in the SFA). In the event that you are not an investor falling within any of these categories, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the Rights or the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Rights or New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. 14 OFFER DOCUMENT SEEKA LIMITED

15 Japan The Rights and the New Shares have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the FIEL ) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the Rights and the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires Rights or New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of Rights or New Shares is conditional upon the execution of an agreement to that effect. Entitlement The number of Rights (and therefore New Shares) to which you are entitled under the Rights Offer is recorded on the personalised Entitlement and Acceptance Form that accompanies this Offer Document. Entitlements are not scaled up to a minimum holding. Entitlements to fractions of New Shares will be rounded down to the nearest whole number. You are not obliged to subscribe for any or all of the New Shares to which you are entitled under the Rights Offer. Applications Instructions on how to apply under the Rights Offer are set out in the Entitlement and Acceptance Form. Applications must be made online at or on the Entitlement and Acceptance Form. Applications made on the Entitlement and Acceptance Form, together with Application Monies for all of the New Shares you have applied for, must be delivered (by mail, personal delivery or courier) in accordance with the instructions set out in the Entitlement and Acceptance Form. Shareholders paying by direct debit can scan and or fax their completed Entitlement and Acceptance Form to the Registrar. Your application may also be lodged with any NZX Primary Market Participant, but you must ensure that you deliver your completed Entitlement and Acceptance Form in time to enable it to be forwarded to the Registrar before the Closing Date. Seeka may choose to accept late applications, but has no obligation to do so. Seeka may accept or reject any online application or Entitlement and Acceptance Form which it considers is not completed correctly or if the accompanying payment is for the wrong amount, and may correct any errors or omissions on any online application or Entitlement and Acceptance Form. Applicants will not however be treated as having offered to purchase a greater number of New Shares other than the number for which payment is made. If Seeka receives, on or before the Closing Date, a renunciation and an acceptance in respect of the same Right(s), the renunciation shall be given effect in priority to the acceptance. Withdrawal of Rights Offer Seeka reserves the right to withdraw the Rights Offer at any time before the allotment of New Shares, in which case all Application Monies will be refunded (without interest) by direct credit or cheque within five Business Days of the Rights Offer being withdrawn. If the Rights Offer is withdrawn before the allotment of New Shares all Rights will lapse. Shortfall Bookbuild New Shares attributable to Unexercised Rights will be offered to Eligible Shareholders who take up their Rights in full and Institutional Investors, under the Shortfall Bookbuild. If you do not take up your Rights under the Rights Offer, or are not able to because you are an Ineligible Shareholder, the New Shares attributable to your Unexercised Rights will be offered for sale in the Shortfall Bookbuild. The Lead Manager will manage the Shortfall Bookbuild on behalf of Seeka. The Shortfall Bookbuild is expected to be completed by 12 December Eligibility The Shortfall Bookbuild is only open to you if you are: SEEKA LIMITED OFFER DOCUMENT 15

16 an Eligible Shareholder that has taken up all of your Rights; or an Institutional Investor. If you are an Eligible Shareholder (other than an Institutional Investor) and you do not take up all of your Rights, then you will not be eligible to participate in the Shortfall Bookbuild and your application for any additional New Shares under the Shortfall Bookbuild will be disregarded. Bookbuild Process Eligible Shareholders that take up all of their Rights can apply for additional New Shares by specifying and paying the New Zealand dollar amount of New Shares for which they wish to apply at the time they complete and return the Entitlement and Acceptance Form to exercise their Rights. The price at which the additional New Shares will be issued under the Shortfall Bookbuild is the Bookbuild Price, to be set as described below. All Eligible Shareholders that wish to apply for New Shares as part of the Shortfall Bookbuild must do so in New Zealand dollars. Institutional Investors participating in the Shortfall Bookbuild will bid for the New Shares attributable to the Unexercised Rights. The minimum bid that they may submit for a New Share under the Shortfall Bookbuild is the Application Price of $4.25 per New Share and this amount is payable to Seeka. If the Bookbuild Price exceeds the Application Price, the excess (called the Premium) will be paid to the holders of the relevant Unexercised Rights in proportion to their respective holdings of Unexercised Rights. The Bookbuild Price will be determined by the Board and the Lead Manager. The Bookbuild Price will be: no less than the Application Price; and no more than the closing price on the NZX Main Board for an Existing Share as at the close of trading on the day prior to the Shortfall Bookbuild (unless the closing price is less than the Application Price, in which case the Bookbuild Price will be the Application Price). Seeka will announce the Bookbuild Price to NZX upon completion of the Shortfall Bookbuild, which is expected to be completed by 12 December The proceeds from each New Share issued under the Shortfall Bookbuild (if any) will be paid by the Registrar as follows: $4.25 to Seeka; and the Premium (if any) to the holders of the Unexercised Rights in proportion to their holdings of Unexercised Rights. Example This example assumes that there is demand for all of the New Shares available under the Shortfall Bookbuild, that the Bookbuild Price exceeds the Application Price and that the closing price on the NZX Main Board for an Existing Share on the day prior to the Shortfall Bookbuild is not less than $4.50. Per Share Application Price $4.25 Bookbuild Price $4.50 Premium $0.25 In this example, a Shareholder who holds 10,000 Existing Shares at 5.00pm on the Record Date and is either an Ineligible Shareholder or is an Eligible Shareholder who chooses not to take up or sell their Rights will have 6,666 Unexercised Rights. That Shareholder would receive $1, in aggregate for their Unexercised Rights in the Shortfall Bookbuild, being the Premium of $0.25 multiplied by the number of Unexercised Rights held by him or her. The above is an example only. There is no guarantee that the Bookbuild Price will exceed the Application Price. If the Bookbuild Price is equal to the Application Price there will be no Premium payable to the holders of Unexercised Rights. If the Shortfall Bookbuild does not clear the New Shares, the Underwriter will subscribe for any of those New Shares remaining after the Shortfall Bookbuild at the Application Price. Bookbuild Allocation Policy Allocations and any necessary scaling of applications for New Shares under the Shortfall Bookbuild will be determined by Seeka in its discretion in consultation with the Lead 16 OFFER DOCUMENT SEEKA LIMITED

17 Manager. There is no guarantee that Eligible Shareholders will receive any or all the additional New Shares for which they apply under the Shortfall Bookbuild. Once the Bookbuild Price has been determined, the Application Monies in respect of any applications for New Shares through the Shortfall Bookbuild by Eligible Shareholders will be divided by the Bookbuild Price to calculate the number of New Shares that those Eligible Shareholders have applied for (subject to scaling), rounded down to the nearest whole number. Any refunds of Application Monies due to scaling of applications or applications not being accepted under the Shortfall Bookbuild will be made within five business days (as defined in the Listing Rules) of allotment of New Shares (without interest). Excess Application Monies equal to or less than $2.00 will be for the benefit of, and be the property of, Seeka and will be retained by Seeka. Applications If you are an Eligible Shareholder and you take up all your Rights, you can apply for New Shares under the Shortfall Bookbuild by specifying in your application the dollar amount of New Shares you wish to apply for under the Shortfall Bookbuild. Applications can be made online at from 21 November 2018 or by completing Section B of the Entitlement and Acceptance Form and returning it to the Registrar together with the Application Monies for all the New Shares you have applied for under the Offer. Payment must be made for your Rights and the New Zealand dollar amount of the New Shares that you are applying for under the Shortfall Bookbuild. All other Institutional Investors who wish to participate in the Shortfall Bookbuild should contact the Lead Manager. Payment to Holders The Premium (if any) on any New Shares issued under the Shortfall Bookbuild will be paid by the Registrar in New Zealand dollars to holders of Unexercised Rights as follows: in accordance with the direct credit payment instructions provided by the Shareholder to Seeka for the purposes of Seeka dividends; and otherwise, by cheque sent by ordinary post to their address as recorded in Seeka s share register. No interest will be paid in respect of any Premium payable. Payment (if any) is expected to be made by 17 December Cancellation of Shortfall Bookbuild Seeka reserves the right to cancel the Shortfall Bookbuild at any time prior to allotment of New Shares under the Shortfall Bookbuild. New Zealand Tax Treatment of Premium The following is a summary of New Zealand tax implications in relation to the Premium which may be payable under the Shortfall Bookbuild. This summary is general information only, is not tax advice to any person and is limited to the Shortfall Bookbuild and not the taxation implications of holding Existing Shares or New Shares, or any tax implications for Shareholders outside New Zealand. Any Premium payable to Shareholders in respect of Unexercised Rights will not be a dividend for New Zealand tax purposes. Therefore, any such Premium will generally not be taxable to Shareholders. However, the Premium may be taxable if a Shareholder holds its Existing Shares on revenue account. A Shareholder will hold Existing Shares on revenue account if the Shareholder acquired those Shares for the purposes of selling them or if the Shareholder is in the business of dealing in shares. As Shareholders individual circumstances will differ, Shareholders should consult a tax adviser on the taxation treatment of any Premium. Important Information The ability to sell New Shares in the Shortfall Bookbuild and the price obtained for them are dependent on various factors, including market conditions. There is no guarantee that the price obtained for the New Shares in the Shortfall Bookbuild will be greater than the Application Price, or that the holders of Unexercised Rights will receive any value for those Unexercised Rights. The Lead Manager, Underwriter and Seeka and their respective agents and affiliates will not be liable to any person for any failure to sell New Shares or to procure a Premium under the Shortfall Bookbuild. SEEKA LIMITED OFFER DOCUMENT 17

18 Other Terms of the Offer Allotment and Ranking of New Shares New Shares are expected to be allotted under the Offer on 14 December Holding statements for the New Shares will be issued and mailed in accordance with the Listing Rules, and are expected to be mailed by no later than 19 December The New Shares will, from the date they are issued, be fully paid and rank equally with all Existing Shares on issue. Each Share entitles the Shareholder to: one vote on a poll at a meeting of Shareholders; participate on a pro rata basis in any dividends declared by Seeka; participate on a pro rata basis in any distribution on the liquidation of Seeka; be sent reports, notices of meeting and other information sent to Shareholders; and any other rights as a Shareholder conferred by Seeka s constitution and the Companies Act Dividend Policy Seeka s dividend policy is to declare dividends at a rate of up to 75% of net profit after tax in conjunction with the release of Seeka s half year and full year results. Payment of dividends is proposed to be in March and September each year. Each dividend will be determined by the Board after due consideration of the capital requirements, operating performance, financial position, debt levels, and cash flows of the Group at the time. The Board reserves the right to amend the dividend policy at any time. NZX Main Board Quotation Rights will not be quoted on the NZX Main Board. It is a term of the Offer that Seeka will take any necessary steps to ensure that the New Shares are, immediately after their issue, quoted on the NZX Main Board. The New Shares have been accepted for quotation by NZX and will be quoted on the NZX Main Board upon completion of allotment procedures under the ticker code SEK. NZX Main Board is a licensed market operated by NZX, a licensed market operator, regulated under the Financial Markets Conduct Act NZX accepts no responsibility for any statements in this Offer Document. Application Monies and Refunds All Application Monies will be held in a trust account by the Registrar until the corresponding New Shares are allotted or the Application Monies are refunded. Interest earned on the Application Monies will be retained by Seeka whether or not the allotment and issue of New Shares takes place under the Offer. Any refunds of Application Monies will be made by direct credit or cheque. Direct credit payments will be made, and cheques sent, within five Business Days of allotment of the New Shares, or if a decision is made not to proceed with the Offers, within five Business Days of that decision. Excess Application Monies equal to or less than $2.00 will be for the benefit of, and be the property of, Seeka and will be retained by Seeka. Effect of the Offer on the Capital Structure of Seeka Seeka presently has 17,590,482 Shares on issue. Based on the number of Existing Shares on issue, if all Rights are taken up under the Rights Offer, sold under the Shortfall Bookbuild process, or taken up by the Underwriter Seeka will issue 11,726,988 New Shares (subject to rounding). This represents 66.67% of the total number of Shares presently on issue. The number of Shares on issue after the Offer will increase to 29,317,470 Shares (subject to rounding). Oversubscriptions There is no oversubscription facility available. If you wish to acquire more New Shares than your entitlement to New Shares under the Rights Offer, you should apply for additional New Shares through the Shortfall Bookbuild by completing Section B of your Entitlement and Acceptance Form and paying the Application Monies for those additional New Shares. 18 OFFER DOCUMENT SEEKA LIMITED

19 Underwriting Agreement The Underwriter has fully underwritten the Offer. This means that the Underwriter will, in accordance with the Underwriting Agreement, subscribe at the Application Price for that number of New Shares which are not taken up under the Offer. A summary of the principal terms of the Underwriting Agreement is as follows: The Underwriter and the Lead Manager will be paid an underwriting fee of 1.00% of the underwritten amount and a lead manager fee of 1.75% of the total gross proceeds to be raised under the Offer. The Underwriter may terminate its obligations under the Underwriting Agreement on the occurrence of a number of events which are usual for an offer of this nature. Seeka has agreed to indemnify the Underwriter in connection with the underwrite against certain losses. Seeka is restricted from offering further Shares or securities (subject to usual exclusions) for six months after the date of allotment of New Shares under the Rights Offer and the Shortfall Bookbuild, or otherwise entering into any agreement whereby any person may be entitled to the allotment and issue of any Shares or other equity securities by Seeka, or making any announcement of an intention to do any of the foregoing, other than pursuant to the Offer, a new grower share scheme, the existing Seeka dividend reinvestment plan or the existing Seeka employee share scheme. Brokerage and Stamping Fees You will not pay any brokerage if you apply for New Shares under the Offer. A stamping fee of 0.5% subject to a maximum fee of $200 will be paid on successful applications. The aggregate fee payable on all successful applications will be limited to $10,000. This fee will be met by the Underwriter. In the event that total stamping fees payable exceeds NZ$10,000, the stamping fee payable per successful application will be scaled back on a pro rata basis. Details of the claims process are to be separately communicated to NZX Primary Market Participants by the Underwriter. The sale of the New Shares may be subject to normal brokerage fees. No Minimum Amount There is no minimum amount that must be raised for the Offer to proceed. Seeka s Discretion to refuse Applications Seeka reserves the right to refuse any application for New Shares, or issue to you fewer New Shares than were applied for by you, including if Seeka considers the issue of New Shares to you under the Offer may result in a breach of law by Seeka, by you or by any other person, or where it may cause Seeka to be an overseas person for the purposes of the Overseas Investment Act Seeka also reserves the right to determine who may participate in the Shortfall Bookbuild in consultation with the Lead Manager and may decline applications for New Shares by any Eligible Shareholder or Institutional Investor under the Shortfall Bookbuild. SEEKA LIMITED OFFER DOCUMENT 19

20 SECTION 5 GLOSSARY Application Monies Money payable to Seeka by Eligible Shareholders who apply for New Shares under the Offer Application Price $4.25 per New Share Board The board of Directors of Seeka Bookbuild Price The price per New Share determined by Seeka in consultation with the Lead Manager through the Shortfall Bookbuild process based on bids received from Institutional Investors Business Day A day on which the NZX Main Board is open for trading Closing Date 7 December 2018 (5.00pm) Eligible Shareholders A person who was recorded on Seeka s share register as a Shareholder at 5.00pm on the Record Date and: whose address is shown in Seeka s share register as being in New Zealand; or whose address is shown in Seeka s share register as being in Australia, Hong Kong, Singapore and Japan, provided the person is an Institutional Investor, and who is not in the United States and who is not acting for the account or benefit of a person in the United States Entitlement and Acceptance Form The personalised entitlement and acceptance form enclosed with this Offer Document for an Eligible Shareholder Existing Share A Share on issue at 5.00pm on the Record Date Group Seeka and its subsidiaries Ineligible Shareholders A Shareholder at 5.00pm on the Record Date who is neither an Eligible Shareholder nor a person that Seeka is satisfied can otherwise participate in the Rights Offer in compliance with all applicable laws 20 OFFER DOCUMENT SEEKA LIMITED

21 Institutional Investor A person: in New Zealand, who Seeka considers is an institutional, habitual or sophisticated investor and to whom an offer of financial products can be made without disclosure under Part 3 of the Financial Markets Conduct Act 2013; in Australia, who Seeka considers is a person to whom an offer of shares for issue may lawfully be made without disclosure under part 6D.2 of the Corporations Act 2001 (Australia) because of sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Corporations Act 2001 (Australia); in Hong Kong, who Seeka considers is a professional investor as defined in the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong; in Singapore, who Seeka considers is an institutional investor or an accredited investor as defined in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore; in Japan, who Seeka considers is a person that is a qualified institutional investor (as defined under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948)); or any other person to whom Seeka is satisfied that the Offer may be made under all applicable laws without the need for any registration, lodgement or other formality (other than a formality with which Seeka is willing to comply), and who is not in the United States and who is not acting for the account or benefit of a person in the United States Lead Manager First NZ Capital Securities Limited Listing Rules The listing rules of the NZX Main Board as amended from time to time, read subject to any applicable rulings or waivers New Share A Share to be issued under the Offer NZX NZX Limited NZX Main Board The main board equity security market operated by NZX NZX Primary Market Participant Any person designated as a Primary Market Participant by NZX Offer The Rights Offer and the offer made under the Shortfall Bookbuild SEEKA LIMITED OFFER DOCUMENT 21

22 Offer Document This offer document, dated 12 November 2018 Premium The amount (if any) by which the Bookbuild Price exceeds the Application Price Record Date 20 November 2018 Registrar Link Market Services Limited Right A renounceable right to subscribe for 1 New Share for every 1.5 Existing Shares held at 5.00pm on the Record Date, under the Offer Rights Offer The 1 for 1.5 pro rata rights offer of New Shares detailed in this Offer Document Seeka Seeka Limited (NZX:SEK) Share An ordinary share in Seeka Shareholder A registered holder of Shares Shortfall Bookbuild The bookbuild process for New Shares attributable to Unexercised Rights, as described in Section 4 Underwriter First NZ Capital Group Limited Underwriting Agreement The Underwriting Agreement between Seeka and the Underwriter dated 12 November 2018, a summary of which is set out in Section 4 Unexercised Rights Rights not taken up by the Closing Date, including those of Ineligible Shareholders 22 OFFER DOCUMENT SEEKA LIMITED

23 DIRECTORY Issuer Seeka Limited 34 Young Road Paengaroa Te Puke, 3189 New Zealand Website: Telephone: +64 (0) Facsimile: +64 (0) Directors Fred Hutchings (Independent Chairman) Cecilia Tarrant (Independent Director) Ashley Waugh (Independent Director) Martyn Brick (Director) John Burke (Director) Peter (Ratahi) Cross (Director) Amiel Diaz (Director) Registrar Link Market Services Limited Level 11, Deloitte Centre 80 Queen Street Auckland Telephone: +64 (0) Facsimile: +64 (0) Legal Advisers Harmos Horton Lusk Limited Level 33, Vero Centre 48 Shortland Street Auckland 1010 New Zealand Telephone: +64 (0) Lead Manager and Underwriter First NZ Capital Securities Limited (as Lead Manager) First NZ Capital Group Limited (as Underwriter) Level 39, ANZ Centre Albert Street Auckland 1010 New Zealand Telephone: +64 (0) SEEKA LIMITED OFFER DOCUMENT 23

24 seeka.co.nz