Fraser and Neave Announces Significant Underwriting and Top-Up Commitment for Comvita Limited’s Capital Raise

Key Highlights

• Fraser and Neave, Limited (F&N) has announced, through its wholly-owned subsidiary F&N Ventures Pte. Ltd., a substantial underwriting and top-up commitment in Comvita Limited, a company listed on the New Zealand Stock Exchange (NZX).
• The commitment is in connection with Comvita’s proposed entitlement offer to raise approximately NZ\$30 million (about S\$22.41 million).
• F&N has agreed to subscribe for all new shares not taken up by other shareholders at NZ\$0.65 per share, with a cap of 19.99% shareholding in Comvita after the completion of the offer.
• If, after the entitlement offer, F&N holds less than the 19.99% threshold, Comvita will issue additional shares via a “top-up placement” at NZ\$0.80 per share to bring F&N’s stake up to the 19.99% limit, subject to NZX Listing Rule restrictions.
• The aggregate price payable by F&N under the transaction could reach up to NZ\$20.10 million, depending on other shareholders’ participation and regulatory limitations.
• The transaction is expected to close on or around 18 May 2026.

Details of the Transaction

Comvita Limited is a leading New Zealand-based company engaged in apiary and forest ownership, and the research, manufacturing, and distribution of Manuka honey, bee products, and olive leaf products. As part of its capital raising exercise, Comvita is offering new ordinary shares to its existing shareholders. F&N, through its subsidiary, is stepping in as an underwriter for this entitlement offer.

Under the terms of the Commitment Letter:

• F&N will subscribe to all shares not taken up by existing shareholders in the entitlement offer, subject to a maximum post-offer holding of 19.99% in Comvita.
• Should F&N’s resulting stake fall below 19.99%, Comvita will issue additional shares at NZ\$0.80 per share to F&N via a top-up placement, but this is subject to NZX Listing Rule restrictions which may limit the size of the placement.
• The maximum financial commitment from F&N for this transaction is estimated at NZ\$20.10 million.

The transaction is contingent on several conditions, including regulatory approvals and the possibility of withdrawal or non-completion by Comvita for various reasons. Therefore, there is no absolute certainty that the transaction will close as planned.

Potential Impact on Shareholders and Share Price Sensitivity

• Strategic Investment: F&N’s move to become a significant shareholder (up to 19.99%) in Comvita positions the Group in the fast-growing sector of natural health and wellness products. This could enhance F&N’s portfolio and open up new business synergies.
• Financial Impact: The management has indicated that the transaction is not expected to have a material effect on the Group’s net tangible assets or earnings per share for the financial year ending 30 September 2026. However, the transaction’s size and cross-border nature may still be of strategic importance to investors.
• Transaction Uncertainty: Investors should note that the entitlement offer may be withdrawn or may not complete, and there is no guarantee that F&N’s investment will proceed as announced. The actual percentage of F&N’s stake in Comvita may also be affected by NZX rules.
• No Director or Controlling Shareholder Interest: The announcement clarified that none of F&N’s directors or controlling shareholders have any direct or indirect interest in the transaction, other than through their shareholdings in F&N.

Important Notes for Investors

• The transaction represents a potentially strategic expansion for F&N into the health and wellness sector, but its completion and final impact remain uncertain until the entitlement offer and top-up placement are finalized.
• Shareholders are advised to exercise caution when dealing in F&N securities and to refrain from taking any actions that may be prejudicial to their interests until there is greater clarity on the transaction’s completion.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. The completion of the transaction is subject to various conditions and uncertainties, including regulatory and market factors. Investors should conduct their own due diligence and consult with their financial advisers before making any investment decisions related to Fraser and Neave, Limited or Comvita Limited.

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