THE GENESIS ENERGY THE SHARE OFFER GENESIS ENERGY PROSPECTUS DATED 13 MARCH 2014 DATED PROSPECTUS SHARE OFFER INITIAL PUBLIC OFFERING OF ORDINARY SHARES IN GENESIS ENERGY LIMITED PROSPECTUS DATED 13 MARCH 2014 we’re in it for you IMPORTANT INFORMATION IMPORTANT NOTICE —the signed consent of the Auditor to the audit report Genesis Energy, their respective offi cers, the directors This document (“Prospectus”) relates to the Off er by appearing in this Prospectus; of Genesis Energy or any other person referred to in this the Crown of ordinary shares in Genesis Energy Limited. —the signed consent of Ernst & Young Transaction Prospectus with respect to the achievement of the results A description of the Off er and the Shares is set out in Advisory Services Limited to the investigating set out in any such statement, or that the underlying Section 7.1 Details of the Off er. accountant’s report appearing in this Prospectus; assumptions used will in fact be realised. —the signed consent of Beca Limited to the This document is a prospectus for the purposes of the independent engineer’s report appearing in SUPPLEMENTARY DISCLOSURE AND Securities Act and the Securities Regulations and is this Prospectus; WITHDRAWAL RIGHT prepared as at, and dated, 13 March 2014. —the signed consent of Gaff ney, Cline & Associates If any signifi cant adverse developments occur This Prospectus is an important document and should be (Consultants) Pte Limited to the independent expert’s prior to the Allotment Date, the Crown and Genesis read carefully before deciding whether or not to invest in report appearing in this Prospectus; Energy may advise investors of those developments Genesis Energy. —copies of the material contracts referred to under the by publishing advertisements in newspapers, No one is authorised by the directors of Genesis Energy heading “Material Contracts” in Section 7.2 Statutory with additional information on the Off er website or the Crown to give any information or make any Information; and www.genesisenergyshares.govt.nz and available by representation in connection with this Off er which —letters of authority authorising this Prospectus to be calling 0800 90 30 90, pursuant to an exemption is not contained in this Prospectus, the Investment signed by an agent of any director of Genesis Energy granted by the Financial Markets Authority under the Statement or in other communications from the directors or the Crown (if and where required). Securities Act. and the Crown. Any information or representation not If the Crown and Genesis Energy advise that a signifi cant CONSIDERATION PERIOD so contained may not be relied upon as having been adverse development has occurred prior to the Allotment authorised by the directors or the Crown. Pursuant to section 43C of the Securities Act, the Date by publishing advertisements in newspapers, then Financial Markets Authority will be notifi ed once this If you are in any doubt as to any aspect of the Off er an Applicant may withdraw their Application if it is dated Prospectus is registered with the Registrar of Financial you should consult your fi nancial or legal adviser or on or before the date of publication of the advertisements Service Providers. The Financial Markets Authority will an NZX Firm. and the Applicant’s notice of withdrawal is received by or have the opportunity to consider whether the Prospectus: on behalf of the Crown or Genesis Energy within seven You should seek your own taxation advice on the (a) complies with the Securities Act and the Securities days after the date of publication of the advertisements. implications of an investment in the Shares. Regulations; (b) contains any material misdescription or Notice of withdrawal must be given: error or any material matter that is not clearly legible; NO GUARANTEE —by calling 0800 90 30 90; or or (c) is false or misleading as to a material particular No person guarantees the Shares off ered under —by completing the withdrawal form that will or omits any material particular. Nothing in this section this Prospectus. No person warrants or guarantees be made available on the Off er website or in any other provision of the Securities Act limits the performance of the Shares or any return on any www.genesisenergyshares.govt.nz. the Financial Markets Authority’s power to consider or investments made pursuant to this Prospectus. reconsider these matters at any time. The nature and Withdrawals made by any other method may not be accepted by the Crown. SELLING RESTRICTIONS extent of the consideration (if any) that the Financial Markets Authority gives to this Prospectus is at the The Off er is being made only to persons who would If an Applicant does not take any action to eff ect Financial Markets Authority’s discretion. be New Zealand Applicants if they elected to apply withdrawal within the relevant time period, the Crown will for Shares, to Participating Iwi in New Zealand and to Pursuant to section 43D of the Securities Act, no be entitled to accept the Applicant’s Application. Institutional Investors in New Zealand, Australia and allotment of Shares may be made and no Applications The Crown and Genesis Energy must refund any Applicant certain other jurisdictions. Further details on the selling or subscriptions for Shares may be accepted during who has validly withdrawn their Application (without restrictions that apply are set out in Section 7.1 Details of the Financial Markets Authority’s consideration period. interest) within fi ve working days after the expiry of the the Off er. The consideration period commences on the date this seven day withdrawal period described above. Prospectus is registered and ends at the close of fi ve No person may off er, sell (including resell) or deliver or working days after the date of registration. The Financial QUESTIONS ABOUT THE OFFER invite any other person to so off er, sell (including resell) or Markets Authority may shorten the consideration period, If you have any queries about the risk or suitability deliver any Shares or distribute any documents (including or extend it by no more than fi ve additional working days. of an investment in the Shares you should consult your this Prospectus) in relation to the Shares to any person fi nancial adviser or an NZX Firm. If you have questions outside New Zealand except in accordance with all of the FORWARD LOOKING STATEMENTS about how to apply under the Off er you can call legal requirements of the relevant jurisdiction. This Prospectus contains certain statements that relate 0800 90 30 90 (New Zealand only) during the Off er Unless otherwise agreed with the Crown and Genesis to the future, including, in particular, the information period or visit www.genesisenergyshares.govt.nz. Energy, any person or entity subscribing for Shares in the set out in Section 6.3 Prospective Financial Information. If you wish to apply for Shares you must receive the Off er shall, by virtue of such subscription, be deemed to Forward looking statements should be read together Investment Statement and make your Application on represent that he, she or it is not in a jurisdiction which with the other information in this Prospectus, including the Application Form attached to, or accompanying, the does not permit the making to him, her or it of an off er the risk factors in Section 5.0 What are my Risks? and Investment Statement. For further information on the or invitation of the kind described in this Prospectus, and the assumptions and the sensitivity analysis set out in mixed ownership model programme generally, you should is not acting for the account or benefi t of a person within Section 6.3 Prospective Financial Information. visit the Government’s mixed ownership model website such jurisdiction. None of the Crown, Genesis Energy, Such forward looking statements are not a guarantee www.governmentshareoff ers.govt.nz. the Joint Lead Managers, the Registrar or any of their of future performance and involve known and unknown respective directors, offi cers, employees, consultants, risks, uncertainties, assumptions and other factors, agents, partners or advisers accepts any liability or many of which are beyond the control of the Crown responsibility to determine whether a person is able to and Genesis Energy and which may cause the actual participate in the Off er. results, performance or achievements of Genesis Energy REGISTRATION to diff er materially from those expressed or implied by such statements. The Crown and Genesis Energy disclaim A copy of this Prospectus, duly signed by or on behalf any responsibility to update any such risk factors or of the directors of Genesis Energy and the Crown, and publicly announce the results of any revisions to any having endorsed thereon or attached thereto copies of the forward looking statements contained in this of the documents and other materials required by Prospectus to refl ect developments or events, except to section 41 of the Securities Act, has been delivered to the the extent required by the Securities Act or the Securities Registrar of Financial Service Providers for registration in Regulations or, in the case of Genesis Energy, the NZX accordance with section 42 of the Securities Act. Listing Rules, the ASX Listing Rules or the Financial The documents required by section 41 of the Securities Reporting Act. Act to be endorsed on or attached to the copy of this Given these uncertainties, you are cautioned not to Prospectus delivered to the Registrar of Financial Service place undue reliance on any forward looking