Marlin Global : New Warrant Issue for Marlin Global (MLNWE Warrant Terms Document)

MARLIN GLOBAL LIMITED

WARRANT TERMS DOCUMENT

19 APRIL 2021

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MARLIN GLOBAL LIMITED WARRANT TERMS l

KEY TERMS

Issuer	Marlin Global Limited
The Offer	This is an offer of Warrants in Marlin. Each Eligible Shareholder
	will be issued one Warrant for every four Shares held at 5.00pm
	(New Zealand time) on the Record Date (14 May 2021) subject to
	rounding.
	Each Warrant gives the holder a right to buy one Share in Marlin
	upon payment of the Exercise Price on the Exercise Date (20 May
	2022).
Eligible	Warrants will be issued to Marlin Shareholders with a registered
Shareholders	address in New Zealand recorded on the share register at 5.00pm
	(New Zealand time) on the Record Date.
Issue price for	Nil - Eligible Shareholders will not have to make any payment to
Warrants	receive their entitlement of Warrants.
Approximate number	47.3 million (approximately). The exact number will depend on
of Warrants to be	rounding.
issued
Quotation of	Application has been made to NZX for permission to quote the
Warrants	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 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 18 May 2021 under the ticker
	code MLNWE, ISIN NZMLNE0008S5.
Exercise of Warrants	Warrant Holders may:
	•	exercise some or all of their Warrants by lodging an Exercise
		Form, together with payment, with the Registrar 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.

If you do not exercise your Warrants, your shareholding in Marlin will be diluted by other Warrant Holders who exercise their Warrants. This dilution will relate to your percentage shareholding in Marlin 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 dilution effect 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 impact
	associated with prior Marlin warrants has ranged from a 0% to
	4.3% reduction in NAV per Share.
Exercise Price	$1.28 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 Marlin.
	The final Exercise Price per Warrant (following the adjustment
	referred to above) will be calculated to the nearest one hundredth
	of a cent and then rounded up or down to the nearest whole cent.
Announcement of	Marlin will announce the final Exercise Price to the NZX at least 6
final Exercise Price	weeks before the Exercise Date. Marlin will also provide confirmation
	of the final Exercise Price to Warrant Holders through their recorded
	preferred method for receipt of company communications.
How to Apply	If you are a Warrant Holder and wish to exercise any of your
	Warrants and subscribe for Shares, you must return a completed
	Exercise Form (with payment) by the Exercise Date.
	Marlin will send an Exercise Form to Warrant Holders as soon
	as reasonably practicable after the final Exercise Price has been
	determined. You can also request an Exercise Form by contacting
	Marlin or the Registrar.

IMPORTANT DATES

Record Date	14 May 2021 (5.00pm
	New Zealand time)
Allotment of Warrants	17 May 2021
Quotation of Warrants commences on the NZX Main Board	18 May 2021
Mailing of holding statements for Warrants	24 May 2021
Expected date of announcement of final Exercise Price	8 April 2022
Expected final date for trading Warrants on the NZX Main Board	18 May 2022
Exercise Date	20 May 2022 (5.00pm
	New Zealand time)
Allotment of Shares on exercise of Warrants	25 May 2022
Mailing of holding statements for Shares	30 May 2022

The dates shown above are subject to change and indicative only. Marlin Global 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.

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MARLIN GLOBAL LIMITED WARRANT TERMS l

Marlin Global 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 Marlin Global decides not to proceed.

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MARLIN GLOBAL LIMITED WARRANT TERMS l

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 Marlin.

The information in this document does not constitute a recommendation to exercise Warrants nor does it amount to financial product 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 adviser, an NZX Firm or your accountant or other professional adviser. Please read this document carefully and in full before making any decision.

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 Marlin, or any return on any investments made pursuant to this document.

Additional information about Marlin Global Limited

Marlin is subject to continuous disclosure obligations under the Listing Rules which require it to notify certain material information to NZX. Market releases by Marlin, including the most recent annual report (for the period ended 30 June 2020) are available at nzx.com under the ticker code MLN and on Marlin's website, www.marlin.co.nz.

Marlin may, prior to the Exercise Date, make additional market releases to NZX. You should monitor Marlin's Market announcements before deciding whether to exercise or sell your Warrants. No market release by Marlin will permit a Warrant Holder to withdraw any previously submitted Exercise Form without Marlin'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 Marlin invests in shares of other companies, changes in the market prices of those other shares may affect Marlin'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. 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 section.

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.

DETAILS OF THE OFFER

The Offer

1. Marlin will issue one Warrant for every four Shares held by an Eligible Shareholder of Marlin recorded on the share register at 5.00pm (New Zealand time) on the Record Date (14 May 2021).
2. The purpose of the issue of Warrants is to raise capital as part of Marlin's ongoing capital management programme and provide investors with the ability to purchase additional shares in Marlin 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 Marlin portfolio.

Grant of Warrants

1. 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 Marlin's overseas Shareholders as Marlin considers that the legal requirements of other jurisdictions in which Shareholders have a registered address are such that it would be unduly onerous for Marlin 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.
2. 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. Marlin 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 Warrants

1. 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.
2. To ensure all Eligible Shareholders receive Warrants on an equal basis, no additional Warrants will be issued by Marlin 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.

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MARLIN GLOBAL LIMITED WARRANT TERMS l