The Offer is to wholesale investors of Units in Waimarie Manuka LP, a limited partnership formed to acquire North Island hill country farms for development into manuka plantations under sharefarming agreements with Comvita. A 315ha farm near Pongaroa (“Pongaroa Property”), and a 1,476ha farm inland from Whanganui (“Kakatahi Property”) have been purchased with settlement occurring in early May 2019 (Kakatahi-1st May and Pongaroa -15th May). Most of the 2019 plantation development work has been completed. 600 ha has been planted at Kakatahi and 278 ha at Pongaroa. An updated number of 450 ha of the Kakatahi Property will not be planted until the winter/spring of 2020 because there are insufficient plants available. This land has been leased out for grazing until it is needed for planting..

Once developed, it is intended that the Properties will have a total plantation area of 1,664 cha (up from 1,651 cha in the WMLP Offer). Comvita will supply and sell manuka plants to the Partnership, and plant and maintain the plantations at its own cost(excluding the costs of maintaining tracks and fences and 50% of pest control costs). It will also provide and pay for the apiary services needed to produce honey from the plantations and purchase all the honey that is produced.

The Offer is a Managed Investment Product as defined by the Financial Markets Conduct Act 2013. Your money will be pooled with other investors’ money and invested.

The Partnership intends to invest in the Properties using $8.037 million of Unit holder contributed capital raised in the WMLP Offer and this Secondary Market Offer, and $3.862 million of bank debt.The Partnership raised $6.36 million in the WMLP Offer and is looking to raise a further $1.68 million in this Secondary Market Offer. If only $1.13 million of contributed capital is raised in this Secondary Market Offer,the level of debt funding would increase to $4.41 million, and the LVR would increase from 35% of 40% (Note: to align with banking practice, the calculation of LVR excludes issue expenses). If less than $1.13 million is raised this Secondary Market Offer, the Board may consider reducing the size of the area to be developed. In the WMLP Offer, the Offeror also reserved the right (and continues to reserve the right), through itself or through associated entities, to underwrite up to $1.0 million of contributed capital for a 2.0% fee to be paid by the Partnership. The Offeror also reserved the right to accept up to $0.25 million of over-subscriptions.

The Partnership is forecast to provide Unit holders with cash distributions from year one (the financial year (“FY”) ended 30 June 2020, FY20