Barramundi Limited/Announcement
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New Warrant Issue for Barramundi Limited

Listing Change27 April 2022BRMFinancials

Barramundi Limited
Phone +64 9 489 7074

Private Bag 93502, Takapuna

Auckland, New Zealand




27 April 2022


New Warrant Issue for Barramundi


The directors of Barramundi Limited (Barramundi) are pleased to announce that the company will

undertake a pro rata offer of warrants to shareholders.

The purpose of the offer is to raise capital as part of Barramundi’s ongoing capital management

programme and provide investors the ability to purchase additional shares in Barramundi at a pre-

determined Exercise Price. The offer also aims to increase the size of the portfolio and improve

operational efficiency. The net proceeds of the offer are expected to be used for further investment in

the Barramundi portfolio.

On the record date, Barramundi shareholders will be issued one warrant for every four shares held. The

record date for the issue is 13 May 2022 and the warrants are expected to be allotted on 16 May 2022.


Each warrant gives shareholders the right, but not the obligation, to subscribe for one additional

ordinary share in Barramundi on the exercise date. The exercise date is 26 May 2023.


The exercise price will be $0.89 less any dividends declared with a record date during the period

commencing on the date of allotment of the warrants and up to the announcement of the final exercise

price. The final exercise price will be calculated and advised to warrant holders at least six weeks before

the exercise date.


The warrants are expected to be quoted on the NZX Main Board from 17 May 2022 under the issuer

code BRMWG.



Contact

Wayne Burns

Corporate Manager

Barramundi Limited

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BARRAMUNDI LIMITED
WARRANT TERMS

DOCUMENT

27 APRIL 202227 APRIL 2022

KEY TERMS
IssuerBarramundi Limited

The OfferThis is an offer of Warrants in Barramundi. Each Eligible

Shareholder will be issued one Warrant for every four Shares

held at 5.00pm (New Zealand time) on the Record Date (13

May 2022) subject to rounding.

Each Warrant gives the holder a right to buy one Share

in Barramundi upon payment of the Exercise Price on the

Exercise Date (26 May 2023).

Eligible ShareholdersWarrants will be issued to Barramundi Shareholders with a

registered address in New Zealand recorded on the share

register at 5.00pm (New Zealand time) on the Record Date.

Issue price for

Warrants

Nil – Eligible Shareholders will not have to make any

payment to receive their entitlement of Warrants.

Approximate number

of Warrants to be

issued

66.7 million (approximately). The exact number will depend

on rounding.

Quotation of Warrants Application has been made to NZX for permission to

quote the Warrants on the NZX Main Board and all the

requirements of NZX relating to the quotation that can

be complied with on or before the date of this document

have been complied with. However, the Warrants have

not yet been approved for trading and NZX accepts no

responsibility for any statement in this document. NZX is

a licensed market operator, and the NZX Main Board is a

licensed market under the Financial Markets Conduct Act

2013.

If approved for trading, initial quotation of the Warrants on

the NZX Main Board is expected to occur on 17 May 2022

under the ticker code BRMWG, ISIN NZBRME0020S2.

Exercise of WarrantsWarrant Holders may:

• exercise some or all of their Warrants by completing

an online Exercise Form with the Registrar (and making

payment) by the Exercise Date (if you choose to exercise

only some of your Warrants, it must be a number which

ensures you will have a minimum holding of Shares under

the Listing Rules);

• sell some or all of their Warrants on the NZX Main Board;

or

• allow their Warrants to lapse.

Any warrants not exercised on the Exercise Date will lapse.

Barramundi Limited

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Exercise of Warrants
(continued)

If you do not exercise your Warrants, your shareholding in

Barramundi will be diluted by other Warrant Holders who

exercise their Warrants. This dilution will relate to your

percentage shareholding in Barramundi as the number

of Shares that you hold will not change as a result of not

participating in the Offer.

The issue of new Shares on exercise of Warrants may result

in a consequential reduction in the net asset value (NAV)

per Share once the new Shares are issued. The extent of

the dilution effect (if any) on the NAV per Share will depend

upon the actual number of Warrants exercised and the

final Exercise Price in comparison to the NAV per Share

immediately prior to the issue of the new Shares.

In order to illustrate the potential reduction in NAV per

Share for those who do not exercise or sell their Warrants,

the dilution effect associated with prior Barramundi

warrants over the last twelve years has ranged from a 0% to

5.3% reduction in NAV per Share.

Exercise Price $0.89 per Warrant, but with such amount to be adjusted

down for the aggregate amount per Share of any cash

dividends declared on the Shares with a record date during

the period commencing on the date of allotment of the

Warrants and ending on the last Business Day before the

final Exercise Price is announced by Barramundi.

Announcement of

final Exercise Price

Barramundi will announce the final Exercise Price to the

NZX at least six weeks before the Exercise Date. Barramundi

will also provide confirmation of the final Exercise Price to

Warrant Holders through their recorded preferred method

for receipt of company communications.

How to ApplyIf you are a Warrant Holder and wish to exercise any of your

Warrants and subscribe for Shares, you must complete the

online Exercise Form (and make payment of the Exercise Price)

by the Exercise Date.

Barramundi will advise Warrant Holders of the online Exercise

Form as soon as reasonably practicable after the final Exercise

Price has been determined.

Barramundi Limited

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IMPORTANT NOTICE
Warrants (and Shares to be issued on the

exercise of Warrants) are offered to Eligible

Shareholders pursuant to the exclusion in

clause 19(1A) of schedule 1 of the Financial

Markets Conduct Act 2013.

This document is not a product disclosure

statement for the purposes of the Financial

Markets Conduct Act 2013, 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 decision about the

Warrants or an investment in Barramundi.

IMPORTANT DATES

Record Date13 May 2022

(5.00pm New Zealand time)

Allotment of Warrants16 May 2022

Quotation of Warrants commences on the NZX

Main Board

17 May 2022

Mailing of holding statements for Warrants23 May 2022

Expected date of announcement of final Exercise

Price

No later than 14 April 2023

Expected final date for trading Warrants on the

NZX Main Board

24 May 2023

Exercise Date26 May 2023

(5.00pm New Zealand time)

Allotment of Shares on exercise of Warrants31 May 2023

Mailing of holding statements for Shares6 June 2023

The dates shown above are subject to change and indicative only. Barramundi reserves

the right to vary or extend these dates subject to applicable law and the Listing Rules.

Changes will be advised by announcement to NZX.

Barramundi may decide not to proceed with the issue of Warrants at any time before the

allotment of Warrants at its absolute discretion. Shareholders will have no right to receive

Warrants or any compensation if Barramundi decides not to proceed.

The information in this document does

not constitute a recommendation to

exercise Warrants nor does it amount to

financial advice. This document has been

prepared without taking into account

the particular needs or circumstances of

any investor, including their investment

objectives, financial and/or tax position.

All investments carry risk. If you are in

any doubt about what action to take,

you should contact a financial advice

provider, an NZX Firm or your accountant

or other professional adviser. Please read

this document carefully and in full before

making any decision.

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This 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.

No guarantee is provided by any person

in relation to the Warrants or Shares.

Likewise, no warranty is provided with

regard to the future performance

of Barramundi, or any return on any

investments made pursuant to this

document.

ADDITIONAL INFORMATION

ABOUT BARR AMUNDI

LIMITED

Barramundi is subject to continuous

disclosure obligations under the Listing

Rules which require it to notify certain

material information to NZX. Market

releases by Barramundi, including the most

recent annual report (for the period ended

30 June 2021) are available at nzx.com

under the ticker code BRM and

on Barramundi’s website,

www.barramundi.co.nz. Barramundi

also releases weekly and month end net

asset values (NAVs), Monthly Updates and

quarterly Newsletters.

Barramundi may, prior to the Exercise Date,

make additional market releases to NZX.

You should monitor Barramundi’s Market

announcements before deciding whether

to exercise or sell your Warrants. No

market release by Barramundi will permit a

Warrant Holder to withdraw any previously

submitted online Exercise Form without

Barramundi’s prior consent.

MARKET RISK

The market price of Shares may increase

or decrease between the issue of this

document and the date of allotment

of new Shares upon exercise of the

Warrants. Because Barramundi invests

in shares of other companies, changes in

the market prices of those other shares

may affect Barramundi’s share price. Any

changes in the market price of Shares

will not affect the Exercise Price, and the

market price of new Shares following

allotment may be higher or lower than

the Exercise Price.

Since October 2020, Barramundi’s share

price has traded at a premium to the

NAV. Barramundi’s NAV is calculated on

a weekly basis and released to the NZX

and disclosed on the company website,

www.barramundi.co.nz.

The market price of Warrants may also

increase or decrease while they are

quoted on the NZX Main Board.

DEFINITIONS

Capitalised terms used in this document

have defined meanings which appear in

the Glossary.

All references in this document to

times are to times in New Zealand,

all references to currency are to New

Zealand dollars, and all references to

applicable statutes and regulations are

references to New Zealand statutes and

regulations.

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THE OFFER
1. Barramundi will issue one Warrant for

every four Shares held by an Eligible

Shareholder of Barramundi recorded

on the share register at 5.00pm (New

Zealand time) on the Record Date (13

May 2022).

2. The purpose of the issue of Warrants is

to raise capital as part of Barramundi’s

ongoing capital management

programme and provide investors with

the ability to purchase additional shares

in Barramundi at a pre-determined

Exercise Price. The issue of Warrants

also aims to increase the size of the

portfolio so as to improve operational

efficiency. The net proceeds are

expected to be used for further

investment in the Barramundi portfolio.

GR ANT OF WARR ANTS

3. Warrants will only be issued to

Shareholders with a registered address

in New Zealand recorded on the share

register at 5.00pm (New Zealand time)

on the Record Date. Warrants will not

be issued to Barramundi’s overseas

Shareholders as Barramundi considers

that the legal requirements of other

jurisdictions in which Shareholders

have a registered address are such

that it would be unduly onerous for

Barramundi to issue Warrants to

Shareholders in those jurisdictions,

having regard to the low number of

such Shareholders and the likely costs

of complying with legal requirements.

This document is intended for use

only in connection with the issue of

Warrants to Eligible Shareholders.

4. Shareholders with a registered address

outside of New Zealand recorded on

the share register at 5.00pm (New

Zealand time) on the Record Date

will have the Warrants they would

have otherwise received, issued to

a separate registry account with the

Registrar. Barramundi will endeavour to

sell those Warrants on the NZX Main

Board and hold the proceeds on trust

and account to those Shareholders on

a pro rata basis for the proceeds (net of

costs). There is no guarantee that the

Warrants will be able to be sold or as

to the amount of proceeds that may be

received from the sale of the Warrants.

Any Warrants which cannot be sold

will lapse on the Exercise Date.

5. Warrant Holders who do not have a

registered address in New Zealand

and who have acquired Warrants on

the NZX Main Board will be entitled

to exercise those Warrants (subject to

compliance with all legal requirements

applicable to them). Individual

overseas Warrant Holders will be

responsible for ensuring they comply

with all applicable legal requirements

in their home jurisdiction.

ROUNDING OF WARR ANTS

6. If a Shareholder would receive a fraction

of a Warrant by applying the 1:4 ratio,

the number of Warrants to be issued to

that Shareholder will be rounded up to

the nearest whole number.

7. To ensure all Eligible Shareholders

receive Warrants on an equal basis,

no additional Warrants will be issued

by Barramundi to those Shareholders

whose existing holding, plus new

shares, would be less than the minimum

holding under the NZX Listing Rules.

You may hold less than a minimum

holding of Warrants and you may be

able to buy further Warrants on the

NZX Main Board if you wish to do so.

DETAILS OF THE OFFER

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NZX QUOTATION
8. Application has been made to NZX

for permission to quote the Warrants

on the NZX Main Board. All of

NZX’s requirements relating to that

application that can be complied

with on or before the date of this

document have been duly complied

with. However, the Warrants have

not yet been approved for trading and

NZX accepts no responsibility for any

statement in this document. NZX is a

licensed market operator and the NZX

Main Board is a licensed market under

the Financial Markets Conduct Act

2013.

9. In the event that the application to NZX

for permission to quote the Warrants is

declined, the issue of the Warrants will

not proceed.

10. Barramundi intends to take all

necessary steps to ensure that the

Shares issued on exercise of the

Warrants will, immediately after issue,

be quoted on the NZX Main Board

TR ANSFER

11. A Warrant may be transferred in the

same manner, and subject to the same

restrictions, as a Share. The Directors

will have the same powers in respect

of the approval of registration of a

transfer of Warrants as they have in

respect of a transfer of Shares.

12. A Warrant Holder who sells their

Warrants on the NZX Main Board

may be liable to pay brokerage fees.

Following allotment, the sale of Shares

may be subject to brokerage fees.

13. If you wish to sell Shares you hold

directly on the NZX Main Board, you

should contact an NZX Firm and have a

CSN and an Authorisation Code (FIN).

RIGHTS OF WARR ANT

HOLDERS

14. Each Warrant entitles the Warrant

Holder to:

a. subscribe for one Share in

Barramundi credited as fully paid,

upon the payment of the Exercise

Price by the Exercise Date (26 May

2023);

b. all information provided by

Barramundi to Shareholders,

including its annual report and

notices of Shareholder meetings;

c. any other rights conferred on

Warrant Holders by Barramundi’s

constitution, the Companies Act

1993 or the Listing Rules (except

as provided otherwise in this

document); and

d. attend (but not vote at) any meeting

of Shareholders (or any group of

Shareholders).

15. A Warrant does not entitle the Warrant

Holder to:

a. vote at a meeting of Shareholders

(or any group of Shareholders);

b. receive any dividends on Shares

declared by the Directors; or

c. participate with Shareholders or the

holders of any other securities in the

residual assets of Barramundi upon

the liquidation of the company.

EXERCISE OF WARR ANTS

16. The Exercise Price is $0.89 per Warrant,

but with such amount to be adjusted

down for the aggregate amount per

Share of any cash dividends declared

on the Shares with a record date

during the period commencing on the

date of allotment of the Warrants and

ending on the last Business Day before

the final Exercise Price is announced

by Barramundi. The final Exercise

Price per Warrant will be calculated to

the nearest one hundredth of a cent

and then rounded up or down to the

nearest whole cent.

17. Warrant Holders may choose to

exercise only some or all of their

Warrants.

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18. If you choose to exercise any Warrants,
you will be required to pay the Exercise

Price for those Warrants in full by the

Exercise Date. You will not be required

to pay brokerage or any other charges

in order to exercise your Warrants.

19. If you are a Warrant Holder and wish

to exercise any of your Warrants

and subscribe for Shares, you must

complete the online Exercise Form

by the Exercise Date. Barramundi will

direct Warrant Holders to the online

Exercise Form as soon as reasonably

practicable after the final Exercise Price

has been determined.

20. The Exercise Form must be completed

and payment made (in a manner

prescribed by Barramundi in the

Exercise Letter) of an amount equal

to the Exercise Price multiplied by the

number of Warrants being exercised,

in time for the Exercise Form and

payment to be received by the Registrar

no later than 5.00pm (New Zealand

time) on the Exercise Date. Applications

received after this time may not be

accepted. Further instructions for

completing the Exercise Form will be

set out in the Exercise Letter.

21. Barramundi may accept or reject any

Exercise Form which it considers is

incorrectly completed or incomplete

or otherwise determined to be invalid.

Barramundi may correct any errors

or omissions on any Exercise Form. If

there is a discrepancy between the

amount of application monies received

by Barramundi and the number of

Warrants being exercised as indicated

on the Exercise Form, Barramundi will

regard the Warrant Holder as only

exercising the number of Warrants

in respect of which it has paid the

Exercise Price in full.

22. A Warrant Holder will not be able to

withdraw or revoke the exercise of

their Warrants once an Exercise Form

has been submitted, without the

consent of Barramundi.

23. Until the allotment of Shares, funds

received by Barramundi for the exercise

of Warrants will be held on trust in a

separate bank account by the Registrar

for the benefit of the relevant Warrant

Holders according to their respective

entitlements and for Barramundi. If the

allotment of Shares does not proceed,

Barramundi will refund application

monies within 10 Business Days. Any

interest on those funds will be paid to

Barramundi.

ALLOTMENT OF SHARES

24. All Shares issued on the exercise of

Warrants will be fully paid ordinary

Shares and rank equally with all

other Shares on issue at the date of

allotment (including on a liquidation

of Barramundi). Barramundi will allot

Shares to Warrant Holders who validly

exercise their Warrants within five

Business Days after the Exercise Date.

25. If you are an existing Shareholder who

chooses not to exercise your Warrants,

your shareholding in Barramundi will

be diluted if other Warrant Holders

exercise Warrants and the total number

of Shares on issue in Barramundi

increases as a result.

26. Shares issued on the exercise of

Warrants will be entitled to participate

in dividends declared on the Shares

which have a record date after the date

of allotment of the Shares.

27. Barramundi currently has a distribution

policy as at the date of this document

to pay Shareholders (but not Warrant

Holders) 2% of the company’s average

net asset value (NAV) per quarter.

Payments are usually made in March,

June, September and December of

each year. A copy of Barramundi’s

distribution policy, which could be

changed at any time in the future, is

available at www.barramundi.co.nz/

about-barramundi/barramundi-policies/

under the heading ‘Distribution Policy’.

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A D J U S T M E N T S FO R
CHANGES TO CAPITAL

STRUCTURE

28. The Exercise Price may be varied before

the Exercise Date if Barramundi’s

capital is restructured, such as upon a

rights issue, bonus issue, convertible

securities issue, share consolidation

or subdivision or a cancellation or

buyback of Shares. The adjustment

process is described further below.

a. If Barramundi makes a rights issue

of Shares to Shareholders before

the Exercise Date (a “Rights Issue”),

then the Exercise Price of any

Warrants will (subject to alternative

adjustments in accordance with

paragraph b or c below) be adjusted

in accordance with the following

formula:

EP

new

= the new Exercise Price of

the Warrants

EP

old

= the old Exercise Price of the

Warrants

E = the number of Shares

into which one Warrant is

exercisable

AP = the average market price

per Share (weighted by

reference to volume) during

the five Business Days

ending on the day before

the ex date for the rights

issue

S = the subscription price for a

Share under the rights issue

D = any dividend due but not

yet paid on the existing

Shares (except dividends to

be issued under the rights

issue)

N = the number of Shares with

rights or entitlements that

must be held to receive a

right to one new Share

The necessary adjustment will

be determined by the Board by

applying the formula set out above.

The Director’s determination will,

in the absence of manifest error,

be binding on all Warrant Holders

and other persons. Any adjustment

so determined will be made, and

take effect, on the Business Day

following the record date for the

rights issue.

b. If Barramundi makes a bonus issue

to Shareholders, then the Board

may resolve that the number

of Shares over which a Warrant

is exercisable be increased (or

additional Shares may be reserved

for issue on exercise of the

Warrants) by the number of Shares

which the Warrant Holder would

have received if that Warrant had

been exercised before the record

date of the bonus issue.

c. If Barramundi makes a consolidation

or subdivision or similar

proportionate reconstruction of the

Shares, the number of Shares over

which a Warrant is exercisable may

be consolidated or subdivided in the

same ratio and the Exercise Price

amended in inverse proportion to

that ratio.

d. If, notwithstanding the adjustment

procedures permitted, Barramundi’s

capital is restructured (including a

rights issue, bonus issue, convertible

securities issue, consolidation,

subdivision, cancellation or Share

buyback) and the Board determines,

upon the advice of an Independent

Expert, that:

i. the application of the

formula under paragraph

a, an adjustment permitted

by paragraph b or the non-

applicability of both such

clauses may produce a result

which is prejudicial or unduly

advantageous (based on

EP

new

= EP

old


E[AP – (S+D)]

N + 1

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reasonable grounds) to Warrant
Holders; or

ii. an alternative adjustment that is

not envisaged in paragraph a, b

or c could be applied,

then the number of Warrants

held, the number of Shares over

which a Warrant is exercisable,

and the Exercise Price, or any

combination thereof, may, to the

extent necessary, be altered in a

manner determined by the Board,

upon the advice of an Independent

Expert and subject always to the

Listing Rules or relief granted

from any applicable Listing Rule,

to ensure that Warrant Holders

are not prejudiced (nor unduly

advantaged or disadvantaged) by

the reconstruction of capital, and in

all other respects the terms of the

Warrants will remain unchanged.

Any such adjustment will be final

and binding on all Warrant Holders.

NO GUAR ANTEE

29. No person guarantees the Warrants

or the Shares that may be issued on

exercise of the Warrants. In addition,

no person guarantees the future

performance of Barramundi, the

Warrants, the Shares or any return

on an investment in Barramundi or a

holding of Warrants.

30. The issue of Warrants is not

underwritten.

BROKER STAMPING FEES

31. No Warrant Holder will pay brokerage

on exercising their Warrants.

Barramundi recognises there is an

administration cost and time involved

in the Warrant exercise process for

brokers and, as such, pays brokers

0.4% of the total consideration

payable for Warrants exercised per

beneficial holder. Further details of

this arrangement will be set out in the

Exercise Letter.

AMENDMENT AND WAIVER

32. Barramundi may amend the terms of

the Warrants to the extent necessary

to comply with the Listing Rules or any

applicable law from time to time, by

notice in writing to Warrant Holders or

by announcement to NZX.

33. Barramundi reserves the right to waive

compliance with any provision of the

terms of the Warrants (which will be

done in accordance with New Zealand

law, including the Listing Rules).

PRIVACY

34. Any personal information provided by

Warrant Holders on the Exercise Form

or otherwise in connection with the

Warrants will be held by Barramundi

and/or the Registrar at their address

set out in the Directory. Barramundi

and / or the Registrar may store your

personal information in electronic

format, including in online storage on a

server or servers which may be located

in New Zealand or overseas. The

information will be used by Barramundi

and / or the Registrar for the purposes

of administering your investments in

Barramundi. This information will only

be disclosed to third parties with your

consent or if otherwise required by

law. Under the Privacy Act 2020, you

have the right to access and correct any

personal information held about you.

GOVERNING L AW

35. The terms of the Warrants and any

contract relating to or resulting from

receipt of the Warrants or their exercise

are governed by the laws of New

Zealand, and each Warrant Holder and

Shareholder submits to the exclusive

jurisdiction of the courts of New

Zealand.

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BarramundiBarramundi Limited
BoardThe board of Directors of Barramundi

Business DayA day on which NZX is open for trading

DirectorsThe directors of Barramundi

Eligible

Shareholder

A Shareholder, as at 5.00pm (New Zealand time) on the Record

Date, with a registered address in New Zealand

Exercise Date5.00pm (New Zealand time) on 26 May 2023

Exercise FormThe form of notice that must be completed by a Warrant Holder in

order to exercise any of their Warrants

Exercise Price$0.89, per Warrant, but with such amount to be adjusted down for

the aggregate amount per Share of any cash dividends declared on

the Shares with a record date during the period commencing on the

date of allotment of the Warrants and ending on the last Business

Day before the final Exercise Price is announced by Barramundi

Independent

Expert

An actuary, investment banker, chartered accountant, or other

financial adviser selected by the Board and, in each case, being

appropriately qualified and independent (having regard to the

purpose of the appointment) in the reasonable opinion of the Board

Listing RulesThe listing rules of the NZX Main Board as applicable to Barramundi

and in force from time to time

NZXNZX Limited

NZX FirmA company, firm, organisation or corporation designated or

authorised to trade shares on the NZX Main Board

NZX Main BoardThe main board equity security market operated by NZX

Record Date5.00pm (New Zealand time) on 13 May 2022

RegistrarThe share registrar of Barramundi, being Computershare Investor

Services Limited

ShareA fully paid ordinary share in Barramundi

ShareholderA registered holder of Shares

WarrantA right to subscribe for one Share issued by Barramundi on and

subject to the terms set out in this document

Warrant HolderAt any time, a person whose name is entered into the register

maintained by the Registrar as a holder of Warrants

GLOSSARY

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DIRECTORY
ISSUER

Barramundi Limited

Level 1, 67-73 Hurstmere Road

Takapuna

Auckland 0622

Phone: +64 (9) 489 7074

Email: enquire@barramundi.co.nz

SHARE REGISTR AR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Auckland 0622

Phone: +64 (9) 488 8777

Email: enquiry@computershare.co.nz

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(Other than for a Distribution)


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Section 1: issuer information (mandatory)

Name of issuer Barramundi Limited

Class of Financial Product Ordinary Shares

NZX ticker code BRM

ISIN (If unknown, check on NZX

website)

NZBRME0001S2

Name of Registry Computershare

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share purchase

plan

Renounceable

Rights issue


Capital

reconstruction

Non

Renounceable

Rights issue


Call Bonus issue X

Record date 13/05/2022

Ex-Date (one business day before the

Record Date)

12/05/2022

Currency NZD

Section 3: Bonus issue (delete if not applicable)

Number of Financial Products to be

issued

Approximately 66,700,000 new warrants

ISIN of security to be issued (if different

from Ordinary Shares)

NZBRME0020S2

Minimum entitlement N/A

Entitlement ratio (for example 1 for 2) New 1 Existing 4

Treatment of fractions Rounded Up

Subscription price $ Nil

Allotment Date 16/05/2022

Section 7: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Wayne Burns

Contact person for this announcement Wayne Burns

Contact phone number 09 484 0352

Contact email address enquire@barramundi.co.nz

Date of release through MAP 27/04/2022

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27 April 2022

NZX Limited


Notice of Offer

Barramundi Limited (NZX: BRM) (Barramundi) announced today that the company will undertake a pro

rata (one warrant for every four shares held) issue of warrants to shareholders (Offer).

Pursuant to clause 19(1A) of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) and to

clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014 (FMC Regulations),

Barramundi advises that:

1. The Offer will be made in reliance upon the exclusion in clause 19 of Schedule 1 to the FMCA and is

giving notice under clause 20(1)(a) of Schedule 8 to the FMC Regulations.


2. As at the date of this notice, Barramundi is in compliance with:


a. the continuous disclosure obligations that apply to it in relation to Barramundi’s quoted

ordinary shares; and


b. its “financial reporting obligations” within the meaning set out in clause 20(5) of Schedule

8 of the FMC Regulations.


3. As at the date of this notice, there is no information that is “excluded information” as defined in

clause 20(5) of Schedule 8 of the FMC Regulations.


The Offer is not expected to have any effect or consequence on the control of Barramundi.


On behalf of

Barramundi Limited


Alistair Ryan

Chair


Barramundi Limited

Phone +64 9 489 7074

Private Bag 93502 Takapuna

Auckland 0740

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27 April 2022
Dear Shareholder,

On 27 April 2022 the Board of Barramundi Limited (NZX: BRM) (Barramundi) announced an issue of warrants.

The purpose of the issue of warrants is to raise capital as part of Barramundi’s ongoing capital management

programme and provide investors with the ability to purchase additional shares in Barramundi at a pre-determined

exercise price. The issue of warrants also aims to increase the size of the portfolio so as to improve operational

efficiency. The net proceeds are expected to be used for further investment in the Barramundi portfolio.

What is a Barramundi warrant?

A warrant gives the holder a right to buy one share in Barramundi upon payment of the Exercise Price on the Exercise

Date (26 May 2023).

Who is eligible for the Barramundi warrants?

Warrants will be issued to Barramundi shareholders with a registered address in New Zealand recorded on the share

register as at 5.00pm (New Zealand time) on the Record Date (13 May 2022) (Eligible Shareholders). As long as you

hold Barramundi shares at that time, you will be entitled to receive one warrant for every four shares you hold. If you

are a Barramundi shareholder but do not have a registered address in New Zealand, your warrants will be issued to a

separate registry account with Barramundi's share Registrar, and we will endeavour to sell the warrants on the NZX

Main Board on your behalf.

How many Barramundi warrants do I get?

Each Eligible Shareholder will be issued one warrant for every four shares held at 5.00pm (New Zealand time) on the

Record Date (13 May 2022), subject to rounding up.

What do I need to do to receive the Barramundi warrants?

You do not need to do anything to be issued warrants. Computershare will send a statement informing you of your

new warrant holding if you are an Eligible Shareholder. This is expected to be on or about 23 May 2022.

What can I do with the warrants?

• You can elect to exercise some or all of your warrants by 26 May 2023 via payment of the final Exercise Price for

those warrants. We will contact you again in mid-April 2023 before the Exercise Date, with details of the final

Exercise Price and provide you with information in regards to the online Exercise Form.

• You can seek to sell or transfer some or all of your warrants on the NZX Main Board from 17 May 2022 until

5.00pm on 24 May 2023.

• You can elect to not exercise or sell any warrants and allow the warrants to lapse. If you do not exercise your

warrants, your shareholding in Barramundi will be diluted by other warrant holders who exercise their warrants.


If I want to exercise the warrants, how much will it cost?

The final Exercise Price will be determined closer to the Exercise Date. It will be $0.89 per warrant, but with such

amount to be adjusted down for the aggregate amount per share of any cash dividends declared on Barramundi

shares with a record date during the period commencing on the date of allotment of the warrants and ending on the

last Business Day before the final Exercise Price is announced by Barramundi.

The full terms of the warrants are set out in the Warrant Offer Document, which is available on Barramundi’s website,

www.barramundi.co.nz. The Board of Barramundi encourages you to read the document in its entirety and discuss the

terms with your financial adviser if you have any questions. Barramundi will provide a copy of the warrant offer

document on request.

Yours sincerely


Alistair Ryan

Chair, Barramundi Limited

Barramundi Limited

Phone +64 9 489 7074

Private Bag 93502 Takapuna

Auckland 0740

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.