INVESTMENT STATEMENT Joint Lead Managers and Joint Organising Participants: Craigs Investment Partners Limited and Forsyth Barr Limited. and Forsyth Limited Partners Investment Craigs Participants: and Joint Organising Joint Lead Managers MOA GROUP LIMITED INITIAL PUBLIC OFFERING INVESTMENT STATEMENT YOUR GUIDE TO OWNING A BREWERY AND OTHER TIPS FOR MODERN MANHOOD _____11.10.12 ________Important Information _sec.– IMPORTANT 2 Sec. INFORMATION – 11. 10. 2012 (The information in this section is required under the Securities Act 1978.) Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself. ________Important Information Choosing an Investment You should ask your adviser about how he or she is Warning paid and any confl icts of interest he or she may have. When deciding whether to invest, consider No Guarantee carefully the answers to the following questions Financial advisers must have a complaints that can be found on the pages noted below: process in place and they, or the fi nancial services No person guarantees the Shares offered provider they work for, must belong to a dispute under this Offer Document. - What sort of investment is this? resolution scheme if they provide services to retail (page 8) clients. So if there is a dispute over an investment, Forward Looking Statements - Who is involved in providing it for me? you can ask someone independent to resolve it. (page 8) This Offer Document contains certain - How much do I pay? Most fi nancial advisers, or the fi nancial services statements which relate to the future. (page 8) provider they work for, must also be registered on Such statements are not a guarantee of future - What are the charges? the fi nancial service providers register. You can performance and involve known and unknown (page 8) search for information about registered fi nancial risks, uncertainties, assumptions and other - What returns will I get? service providers at http://www.fspr.govt.nz. important factors, many of which are beyond (page 9) the control of the Company and its subsidiary - What are my risks? You can also complain to the Financial Markets (together “Moa Group”) and which may cause (pages 9 to 12) Authority if you have concerns about the actual results, performance or achievements - Can the investment be altered? behaviour of a fi nancial adviser. of Moa Group to differ materially from those (page 12) expressed or implied by such statements. - How do I cash in my investment? Important Notice (page 13) Risk and Suitability of an Investment in - Who do I contact with inquiries about This Offer Document is for an initial public offer the Company my investment? (“Offer”) of Shares in Moa Group Limited (page 13) (the “Company”). This Offer Document does not take into account - Is there anyone to whom I can complain if each investor's investment objectives, fi nancial I have problems with the investment? It is an investment statement for the purposes situation and particular needs. Investors should (page 13) of the Securities Act 1978 and the Securities read this Offer Document in full before deciding - What other information can I obtain Regulations 2009, and has been prepared as whether to invest. In particular, investors about this investment? at, and is dated, 11 October 2012. should consider the risk factors that could (page 13) affect Moa Group’s performance (including The purpose of this Offer Document is to those set out under the heading “What are my In addition to the information in this document, provide certain key information that is likely risks?” in section 3.6), particularly with regard important information can be found in the current to assist a prudent but non-expert person to to their personal circumstances. Investors, who registered prospectus for the investment. You are decide whether or not to acquire Shares in the are in any doubt as to the action they should 3 entitled to a copy of that prospectus on request. Company under the Offer. However, investors take, should consult their stockbroker, solicitor, Sec. – should note that other important information accountant or other fi nancial adviser before 11. The Financial Markets Authority Regulates about the Offer, the Shares and the Company deciding to invest. 10. Conduct in Financial Markets is available in the registered prospectus in 2012 respect of the Offer (“Prospectus”) and in the Sources The Financial Markets Authority regulates information available for inspection at the conduct in New Zealand’s fi nancial markets. registered offi ce of the Company (described Information in this Offer Document on the beer The Financial Markets Authority’s main objective further under the heading “What other market is from independent market research is to promote and facilitate the development of information can I obtain about this carried out by Euromonitor International Limited, fair, effi cient, and transparent fi nancial markets. investment?” in section 3.11). but should not be relied upon in making, or refraining from making, any investment decision. For more information about investing, go to You should read all of this Offer Document and http://www.fma.govt.nz. the accompanying documentation before deciding Other information contained in footnotes is from whether or not to invest under this Offer. the sources identifi ed, but none of the sources Financial Advisers Can Help You Make have been involved in the preparation of this Investment Decisions No person is authorised to give any information Offer Document, and the information should or make any representation in connection not be relied upon in making, or refraining from Using a fi nancial adviser cannot prevent you with this Offer, which is not contained in this making, any investment decision. from losing money, but it should be able to Offer Document, the Prospectus or in other help you make better investment decisions. communications from the directors of the Defi nitions Company. Any information or representation Financial advisers are regulated by the not so contained may not be relied upon as Capitalised terms used in this Offer Document Financial Markets Authority to varying levels, having been authorised by the Company. have the specifi c meaning given to them in the depending on the type of adviser and the nature Glossary section of this Offer Document. of the services they provide. Some fi nancial Consideration Period advisers are only allowed to provide advice on Unless otherwise indicated, $ or NZ$ refers to a limited range of products. Pursuant to section 43D of the Securities Act, New Zealand Dollars and all references to time the Company is unable to allot any Shares are to time in New Zealand. When seeking or receiving fi nancial advice, or accept any applications or subscriptions you should check— in respect of the Offer during the Financial Moa is a growing super-premium craft beer Markets Authority “Consideration Period”. and cider brewer with a short operating - the type of adviser you are dealing with; history. Moa is currently a loss-making entity; - the services the adviser can provide you with; The Consideration Period commences on the it is not anticipated to make a net profi t in the - the products the adviser can advise you on. date of registration of the Prospectus and ends near term as the business invests in growth. at the close of the day which is fi ve working Accordingly, an investment in the Company A fi nancial adviser who provides you with days after the date of registration. may not suit all investors. You should read all personalised fi nancial adviser services may the information in this Offer Document, and be required to give you a disclosure statement The Financial Markets Authority may shorten talk to an authorised fi nancial adviser that covering these and other matters. this Consideration Period, or extend it by no you trust before deciding whether or not to more than fi ve additional working days. subscribe for Shares in the Company. ________Table of Contents TABLE OF CONTENTS PAGE 1 IMPORTANT DATES AND OFFER STATISTICS 5 2 LETTER TO INVESTORS 7 3 ANSWERS TO IMPORTANT QUESTIONS 8 4 INVESTMENT HIGHLIGHTS 17 5 DETAILS OF THE OFFER 31 6 MOA’S BUSINESS DESCRIPTION 34 7 MOA GROUP'S DIRECTORS AND MANAGEMENT 69 4 Sec. 8 INDUSTRY OVERVIEW 87 – 11. 10. 9 CORPORATE GOVERNANCE 96 2012 10 PROSPECTIVE FINANCIAL INFORMATION 102 11 SUMMARY HISTORICAL FINANCIAL INFORMATION 114 12 TAXATION SUMMARY 118 13 APPLICATION INSTRUCTIONS 122 14 APPLICATION FORMS 125 15 GLOSSARY 129 16 DIRECTORY 131 ________Table of Contents ________Important Dates and Offer Statistics 1 IMPORTANT DATES AND OFFER STATISTICS TABLE OF CONTENTS PAGE Important Dates* Date Offer Document Registered 11 October 2012 1 IMPORTANT DATES AND OFFER STATISTICS 5 2 LETTER TO INVESTORS 7 Opening Date 19 October 2012 3 ANSWERS TO IMPORTANT QUESTIONS 8 Closing Date 8 November 2012 4 INVESTMENT HIGHLIGHTS 17 Settlement, Allocation and Allotment Date 13 November 2012 5 DETAILS OF THE OFFER 31 Quotation and Trading of Shares Expected to 13 November 2012 Commence on the NZX Main Board 6 MOA’S BUSINESS DESCRIPTION 34 Mailing of Holding Statements by 20 November 2012 7 MOA GROUP'S DIRECTORS AND MANAGEMENT 69 4 5 Sec. 8 INDUSTRY OVERVIEW 87 Sec. – Key Offer Statistics Excluding Oversubscriptions1 Including Oversubscriptions1 1 11. 11. 10. 9 CORPORATE GOVERNANCE 96 10. 2012 2012 Offer Price per Share $1.25 10 PROSPECTIVE FINANCIAL INFORMATION 102 11 SUMMARY HISTORICAL FINANCIAL INFORMATION 114 Total