OFFERING OF ORDINARY SHARES IN ZESPRI GROUP LIMITED

Convertible financial product

This is an investment that may become changeable, or change, into another kind of investment. Convertibles are usually bonds or preferred shares that can be converted into common stock. They may offer protection against heavy losses, but also typically give up some increases in value.

Ordinary shares are convertible into Class B Shares of Zespri Group Limited, which do not have any rights to a dividend, but otherwise have the same rights as ordinary shares.

Restrictions on transfer

There are rules around transfering in and out of this investment, which may depend on eligibility. For example, overseas investors may not be able to transfer into some New Zealand managed funds. Or there may be restrictions on withdrawals, such as not until age 65 for KiwiSaver funds.

Restrictions on acquisition

In this case, there are limits or exclusions on buying this investment that are important to know and acknowledge before you do.

The offer is only open to “producers”, as defined in the Kiwifruit Export Regulations 1999, resident in New Zealand or Australia that are unshared or undershared up to their Alignment Entitlement, being (all terms are defined in the PDS):
• 1 Share multiplied by the average of the best two of the last five seasons (up to and including 2017) of Trays produced for each KPIN owned or leased by a Producer, or if higher in the case of New Entrants, Deemed Production; plus
• 1 Share multiplied by Assumed Production for Producers who own or lease an Orchard for their New Developments and/or New Plantings, if any; less
• any Shares held by the Producer on the Calculation Date or, if different, on the Settlement Date; less
• any number of Shares which, when allocated to a KPIN, are more than the KPIN Cap and, for the Producer, in excess of their Share Cap, as at the Calculation Date or, if different, on the Settlement Date.