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IMPORTANT INFORMATION Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
The information in this section is required under
Important Information Important Information
the Securities Act 1978.

Investment decisions are very important. They often have s I NFORMATIONTHATMAYBERELEVANTTOTHEADVISERS warrant to Ecoya that he, she or it is not in a jurisdiction (i) If you receive any payments in relation to the security or
long-term consequences. Read all documents carefully. character, including certain criminal convictions, that does not permit the making of the Offer or an invitation lNANCIALPRODUCTTHATARENOTIN!USTRALIANDOLLARS YOU
Ask questions. Seek advice before committing yourself. BANKRUPTCY ANYADVERSElNDINGSBYACOURTAGAINST of the kind contained in this Offer Document and is not MAYINCURSIGNIlCANTFEESINHAVINGTHEFUNDSCREDITED
the adviser in a professional capacity, and whether the ACTINGFORTHEACCOUNTORBENElTOFAPERSONWITHINSUCHA to a bank account in Australia in Australian dollars.
Choosing an Investment ADVISERHASBEENEXPELLEDFROM ORPROHIBITEDFROM JURISDICTION.EITHER%COYA NORANYOFITS$IRECTORS OFlCERS
joining, a professional body; and employees, consultants, agents, partners or advisers accepts J ) FTHESECURITYORlNANCIALPRODUCTISABLETOBETRADEDON
When deciding whether to invest, consider carefully the s ANYRELATIONSHIPSLIKELYTOGIVERISETOACONmICTOFINTEREST any liability or responsibility to determine whether a person AlNANCIALMARKETANDYOUWISHTOTRADETHESECURITYOR
answers to the following questions that can be found on the is able to participate in the Offer. lNANCIALPRODUCTTHROUGHTHATMARKET YOUWILLHAVETO
pages noted below: The adviser must also tell you about fees and remuneration make arrangements for a participant in that market to
before giving you advice about an investment. The Warning Statements for Australian Shareholders SELLTHESECURITYORlNANCIALPRODUCTONYOURBEHALF)FTHE
What sort of investment is this? information about fees and remuneration must include - lNANCIALMARKETISAFOREIGNMARKETTHATISNOTLICENSEDIN
pages 91 to 93 (a) This Offer to Australian investors is a recognised Australia (such as a securities market operated by NZX)
s T HENATUREANDLEVELOFTHEFEESYOUWILLBECHARGEDFOR the way in which the market operates, the regulation of
Who is involved in providing it for me? offer made under Australian and New Zealand law. In
receiving the advice; and participants in that market and the information available
page 93 Australia, this is chapter 8 of the Corporations Act 2001
s WHETHERTHEADVISERWILLORMAYRECEIVEACOMMISSIONOR TOYOUABOUTTHESECURITYORlNANCIALPRODUCTANDTRADING
How much do I pay? and Regulations. In New Zealand, this is Part 5 of the
OTHERBENElTFROMADVISINGYOU may differ from Australian licensed markets.
pages 93 to 94 Securities Act and the Securities (Mutual Recognition
What are the charges? of Securities Offerings) Regulations 2008.
An investment adviser commits an offence if he or she does K 4
HElNANCIALMARKETONWHICH3HARESAND7ARRANTS
page 94
not provide you with the information required. issued under the Offer will be quoted is the main board
What returns will I get? (b) This Offer and the content of the Offer Document
pages 94 to 96 are principally governed by New Zealand, rather equity security market operated by NZX.
Important Notice
What are my risks? than Australian, law. In the main, the Securities
No Guarantee
pages 96 to 100 This Offer Document is for an initial public offer (“Offer”) Act and Securities Regulations set out how the
Can the investment be altered? of Shares and Warrants in Ecoya Limited (the “Company” Offer must be made.
No person guarantees the Shares or Warrants offered under
pages 100 to 101 or “Ecoya”).
this Offer Document.
How do I cash in my investment? C 4
HEREAREDIFFERENCESINHOWSECURITIESANDlNANCIAL
page 101 It is an investment statement for the purposes of the products are regulated under New Zealand, as opposed
Forward Looking Statements
Who do I contact with inquiries about my investment? Securities Act and the Securities Regulations, and has been TO!USTRALIAN LAW&OREXAMPLE THEDISCLOSUREOFFEES
page 101 prepared as at, and is dated, 25 March 2010. for managed investment schemes is different under
This Offer Document contains certain statements that
Is there anyone to whom I can complain if I have New Zealand law.
relate to the future. Such statements are not a guarantee of
problems with the investment? The purpose of this Offer Document is to provide certain
future performance and involve known and unknown risks,
page 102 key information that is likely to assist a prudent but non- (d) The rights, remedies and compensation arrangements
uncertainties, assumptions and other important factors, many
What other information can I obtain about EXPERTPERSONTODECIDEWHETHERORNOTTOACQUIRE3HARES available to Australian investors in New Zealand
of which are beyond the control of Ecoya and which may cause
this investment? and Warrants in Ecoya under the Offer. However, investors SECURITIESANDlNANCIALPRODUCTSMAYDIFFERFROMTHE
actual results, performance or achievements of Ecoya to differ
page 102 should note that other important information about the rights, remedies and compensation arrangements for
MATERIALLYFROMTHOSEEXPRESSEDORIMPLIEDBYSUCHSTATEMENTS
Offer, the Shares, the Warrants and Ecoya is available in the !USTRALIANSECURITIESANDlNANCIALPRODUCTS
In addition to the information in this document, important registered prospectus in respect of the Offer (“Prospectus”)
Risk and Suitability of an Investment in Ecoya
information can be found in the current registered prospectus and in the information available for inspection at the (e) Both the Australian and New Zealand securities regulators
for the investment. You are entitled to a copy of that REGISTEREDOFlCEOF%COYADESCRIBEDFURTHERONPAGE  have enforcement responsibilities in relation to this
This Offer Document does not take into account each
prospectus on request. Offer. If you need to make a complaint about this Offer, investor’s investment objectives, financial situation
You should read all of this Offer Document and the please contact the Australian Securities and Investments and particular needs. Investors should read this Offer
Engaging an investment adviser accompanying documentation before deciding whether or
Commission (ASIC). The Australian and New Zealand Document in full before deciding whether to invest. In
not to invest under this Offer.
regulators will work together to settle your complaint. particular, investors should consider the risk factors that
An investment adviser must give you a written statement could affect Ecoya’s performance (including those set out
No person is authorised to give any information or make
that contains information about the adviser and his or her F 4
HETAXATIONTREATMENTOF.EW:EALANDSECURITIESAND under the heading “What are my risks?” on pages 96 to 100),
any representation in connection with this Offer, which is
ability to give advice. You are strongly encouraged to read lNANCIALPRODUCTSISNOTTHESAMEASTHATFOR!USTRALIAN particularly with regard to their personal circumstances.
not contained in this Offer Document, the Prospectus or
that document and consider the information in it when securities and products. Investors, who are in any doubt as to the action they should
in other communications from the Directors of Ecoya. Any
deciding whether or not to engage an adviser. take, should consult their stockbroker, solicitor, accountant
information or representation not so contained may not be
(g) If you are uncertain about whether this investment is or other financial adviser before deciding to invest.
relied upon as having been authorised by Ecoya.
Tell the adviser what the purpose of your investment is. appropriate for you, you should seek the advice of an
This is important because different investments are suitable APPROPRIATELYQUALIlEDlNANCIALADVISER Definitions
Overseas Investors
for different purposes, and carry different levels of risk.
The Offer is only being made to members of the public in New H 4
HE/FFERMAYINVOLVEACURRENCYEXCHANGERISK4HE Capitalised terms used in this Offer Document have the
The written statement should contain important Zealand and Australia or in other jurisdictions where lawfully CURRENCYFORTHESECURITYORlNANCIALPRODUCTISINDOLLARS SPECIlCMEANINGGIVENTOTHEMINTHE'LOSSARYSECTIONOF
information about the adviser, including - permitted. No person may offer, invite, sell or deliver any that are not Australian dollars. The value of the security this Offer Document.
Shares or Warrants or distribute any documents (including ORlNANCIALPRODUCTWILLGOUPANDDOWNACCORDINGTO
s R ELEVANTEXPERIENCEANDQUALIlCATIONS ANDWHETHER this Offer Document) to any person outside New Zealand or CHANGESINTHEEXCHANGERATEBETWEENTHOSEDOLLARSAND Unless otherwise indicated, $ or NZ$ refers to New Zealand
dispute resolution facilities are available to you; and Australia without the approval of Ecoya. This Offer Document !USTRALIANDOLLARS4HESECHANGESMAYBESIGNIlCANT Dollars and all references to time are to time in New Zealand.
s WHATTYPESOFINVESTMENTSTHEADVISERGIVESADVICE may not be sent into or distributed in the United States.
about; and
s WHETHERTHEADVICEISLIMITEDTOINVESTMENTSOFFEREDBY Unless otherwise agreed with Ecoya, any person applying Ecoya is an early stage business and an investment in Ecoya is inherently risky and may not suit all investors.
ORMOREPARTICULARlNANCIALINSTITUTIONSAND for Shares under the Offer will be deemed to represent and
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TABLE OF CONTENTS Ecoya Limited Share Offer
25 March 2010
Table of Contents

Investment Highlights 6 - 13

Offer Statistics and Important Dates 14 - 15

#HAIRMANS,ETTER  

#%/S,ETTER 

3ECTIONn$ETAILSOFTHE/FFER  

3ECTIONn%COYAS-ARKET/PPORTUNITYAND#OMPETITIVE0OSITIONING  

Section 3 – House of Ecoya 39 - 49

3ECTIONn%COYAS$IRECTORSAND-ANAGEMENT4EAM  

Section 5 – Prospective Financial Information 65 - 83

Section 6 – Summary Historical Financial Information 85 - 89

3ECTIONn!NSWERSTO)MPORTANT1UESTIONS  

ecoya:
!PPLICATION)NSTRUCTIONS  

Application Forms 109 - 110

0ROVIDEROF%CO,UXEPRODUCTS 'LOSSARYOF+EY4ERMS

Directory
 

114

to the body & bath and home


fragrance categories
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INVESTMENT HIGHLIGHTS Ecoya Limited Share Offer HOUSE OF ECOYA Ecoya Limited Share Offer
25 March 2010 25 March 2010
A provider in ‘Home Fragrance’
Investment Highlights Investment Highlights
and ‘Bath & Body’ categories

Introduction to the House of Ecoya The term that Ecoya uses for a brand with an
environmental platform that contains strong
Ecoya manufactures and sells a broad range DESIGNWITHLUXURYELEMENTSISh%CO,UXEv
of body & bath and home fragrance products. %COYAEXPECTS%CO,UXEWILLBEAGROWING
segment within its home fragrance and
Ecoya uses natural ingredients to create body & bath categories.
environmentally friendly products that perform
for the consumer (e.g. soaps, hand & body Ecoya is also proud of its origins in Australasia
lotions and hand wash) and their home and the Board believes that this provenance
(e.g. scented candles and diffusers). ADDSTOTHEBRANDSTORYAS%COYAEXPANDSINTO
the Northern Hemisphere, as Australasia is
Worldwide, many consumer groups are PERCEIVEDASAFRESHAND@.EW7ORLDREGIONFOR
becoming more house proud, paying more fragrances and body & bath care.
attention to their home style and also
entertaining more at home. The Ecoya brand, %COYAPLANSTOMAXIMISEITSINTERNATIONAL
packaging and merchandising will utilise a market opportunity. It is already selling its
strong sense of design and aesthetic, which is products across Australia and New Zealand
an important part of meeting the needs of this in selected gift stores, home stores and
developing consumer characteristic. DEPARTMENTSTORESSUCHAS$AVID*ONES
STORESIN!USTRALIAAND"ALLANTYNESIN
.EW:EALAND ANDIN.UANCE'ROUP$UTY
Free in Australia.

Sales are being made in Shanghai (China) and


%COYACURRENTLYEXPECTSTOHAVEITSlRSTSALESIN
the USA in May 2010.
8 9
ECOYA SALES GROWTH Ecoya Limited Share Offer KEY INVESTMENT CONSIDERATIONS Ecoya Limited Share Offer
25 March 2010 25 March 2010
Investment Highlights Investment Highlights

$8.0 31.03.20
m 11 illi
201
1 pr
osp
on
ect This Offer represents an opportunity to invest annum and is forecast to grow at a compound
ive in a growing business with an international ANNUALGROWTHRATEh#!'2v OFPERANNUM
STRATEGYANDANEXPERIENCEDMANAGEMENTTEAM TOREACHAMARKETSIZEOFAPPROXIMATELY53
billion per annum by 20131.
The key features of this opportunity are:
The USA home fragrance market was estimated
1. A FAST START to be worth around US$5.1 billion per annum
INANDISPREDICTEDTOGROWATACOMPOUND
The business operated by Ecoya was established ANNUALGROWTHRATEh#!'2v OFPER
IN!PRIL)THASEXPERIENCEDSTRONGGROWTH annum to reach a market size of US$6.0 billion
since the 42 Below founders invested in February per annum by 20122.
2008. During this time a skilled management
$3.9 31.03.20 team has been assembled, along with a platform %COYAISTARGETINGTHE%CO,UXESEGMENT
m 10 illi
for continued growth. of these markets, because it considers this
201
0p
ros
on )NTHElNANCIALYEARTO-ARCH %COYAIS
segment is growing quicker than the markets
as a whole. This is discussed further on
pec
tiv forecasting to grow its revenue to NZ$3.9 million PAGESTO
e
ANINCREASEOFFROMTHEPREVIOUSMONTHS
ending 31 March 2009) and is forecasting further Ecoya considers that its Australasian
GROWTHOFOVERINTHElNANCIALYEARTO provenance, its focus on natural bases and its
March 2011 with revenue of NZ$8.0 million. environmentally friendly offering potentially
distinguish Ecoya from the large international
$2.2 31.03.20 Note: The 2009 revenue is for the pro forma cosmetic and fragrance companies, which are
m 09 illi
12 month period to 31 March 2009 (which is not typically based in the Northern Hemisphere.
200
9p on THESAMEPERIODAS%COYASAUDITEDlNANCIAL
statements for the 14 month accounting year Accordingly, Ecoya considers there is an
ro-
for
ma ended 31 March 2009). opportunity for a well funded business to
capitalise on the market opportunity in this
Ecoya has developed a platform in Australasia, growth sector.
and the Board believes that this is the appropriate
TIMETORAISEFURTHERCAPITALTOEXPLOITGROWTH 3. HIGH QUALITY TEAM WITH A PROVEN
opportunities for the business. TRACK RECORD

2. A GROWTH SEGMENT WITHIN %COYASBOARDANDMANAGEMENTTEAMHAVEA


A GROWTH CATEGORY strong track record in growth businesses in
Note: The 2009 revenue is for 1. Source: Datamonitor consumer brands, particularly those at the
the pro forma 12 month period Interactive Consumer Database The home fragrance and the body & bath hAFFORDABLELUXURYvENDOFTHEMARKET
to 31 March 2009 (which is (www.datamonitor.com), categories are large and growing
not the same period as Ecoya’s 1 October 2009 international markets. The Ecoya team consists of 34 full time and
audited financial statements 2. Source: Perfumer & Flavorist PARTTIMESTAFF BASEDIN.EW:EALANDAND
for the 14 month accounting (www.perfumerflavorist.com), In 2009, the global body & bath market was Australia (as at 24 March 2010).
period ended 31 March 2009). 21 March 2008 estimated to be worth around US$22.2 billion per
10 11
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Investment Highlights Investment Highlights

4HETEAMINCLUDES'EOFF2OSS#HAIRMAN (soot) than conventional candles typically 5. HIGH MARGIN CATEGORY s 3ALESPERSONNELn%COYAINTENDSTOCONTINUE
'RANT"AKER%XECUTIVE$IRECTOR #RAIG MADEFROMPARAFlNBASES generating New Zealand and Australian
3CHWEIGHOFFER#HIEF%XECUTIVE/FlCER AND A high value brand positioned for the affordable sales directly through its Ecoya sales staff
3TEPHEN3INCLAIR#HIEF&INANCIAL/FlCER  MOTIONALCREDENTIALSINCLUDETHEBRANDS
% LUXURYSEGMENTANDEFlCIENTDISTRIBUTIONARE in those countries. Ecoya has ten sales
These individuals were all involved in the provenance on the shores of Botany Bay, two business dynamics that should assist Ecoya focused employees across New Zealand
growth of the 42 Below branded vodka Sydney, where Joseph Banks and Captain to achieve a strong gross margin as well as drive and Australia. Ecoya currently anticipates
company which was acquired by Bacardi #OOKlRSTLANDEDIN!USTRALIATHE%COYA sales growth. applying this sales model further abroad
IN0RIORTO"ELOW 'RANT"AKERAND factory is located on Sir Joseph Banks Drive). by appointing Ecoya personnel in its target
Stephen Sinclair were involved with the growth "ASEDONTHESEDYNAMICSMEETING%COYAS international markets to generate sales.
of electricity retailer, Empower Limited, and Associations with brands in fashion, music EXPECTATION %COYAFORECASTSANAVERAGEGROSS
point of sale business, NetCo Limited. Prior ANDDESIGN IFSUCCESSFULLYEXECUTED SHOULD MARGINOFAROUNDONSALESOF.: s ) NTERNATIONALEXPANSIONn%COYAPLANSTO
TO"ELOW 'EOFF2OSSWORKEDINADVERTISING also enhance the emotional attachment to million in the year ending 31 March 2011. sell its products internationally in leading
as Managing Partner and Board Member of %COYA4HISWASAPARTOF"ELOWSSUCCESS gift stores, home stores, department
$$"!DVERTISINGANDWASASENIOREXECUTIVEAT 6. STRONG BUSINESS STRATEGY stores, hotels and spas and duty free stores.
Saatchi & Saatchi. Distribution The current target markets include New
4HEKEYELEMENTSOF%COYASBUSINESSSTRATEGYARE :EALAND !USTRALIA !SIA 53! AND5+
Ecoya has also attracted a strong set of Ecoya believes that the best people to be
three Independent Directors, being Collette selling Ecoya are Ecoya people. Employees s IMPLICITYOFBUSINESSMODELn%COYA
3 7. THE OPPORTUNITY
Dinnigan (Australia), Rich Frank (USA) and who can be held accountable to targets BELIEVESITDOESNOTNEEDTOADOPTACOMPLEX FOR GROWTH IS NOW
Rob Fyfe (New Zealand). They are all successful and employees with more passion and business model. It makes a product for X
BUSINESSPEOPLEWITHSTRONGEXPERIENCEINTHEIR knowledge of the brand are generally likely cost and sells it for Y price in a range of With the business performance achieved to
chosen sectors (see pages 51 to 53). to achieve more sales than third party sales markets. The more product Ecoya sells, the date, the growth forecast in the category and
agents in international markets. This is the more gross margin (in dollar terms) that it the opportunity for the Ecoya brand, the Board
4. KEY SUCCESS FACTORS model that Ecoya has successfully deployed should generate. considers that the time for Ecoya to accelerate
– BRAND AND DISTRIBUTION in Australia, and which it anticipates its growth plan is now.
rolling out in new international markets. s RODUCTIONANDLOGISTICSn0RODUCTSWILL
0
%COYACONSIDERSTHATTHEKEY@BATTLElELDSTO be produced in Australia and distributed Ecoya has tested production methods, a
win on are brand and distribution. As with 42 Ecoya anticipates using logistics providers internationally. This is strategically proven business model for Australia and has
Below, these are the key contributors to success to distribute its products and Ecoya staff to important as Australia is a key part of undertaken some investigations of new markets,
in this type of business. sell them to customers such as gift stores, the brand. It is also a key growth market especially the USA, where it has received
home stores and department stores. for Ecoya, and a meaningful market in POSITIVEFEEDBACK%COYACURRENTLYEXPECTSTO
Brand its own right. Achieving a strong market MAKEITSlRSTSALESINTOTHE53!IN-AY
HETEAMAT%COYAHAVESIGNIlCANTBRAND
4 POSITIONIN!USTRALIASHOULDASSIST%COYAS
Ecoya has both rational and emotional development and marketing capability, as well as INTERNATIONALEXPANSIONASWELLASPRODUCT Ecoya has a team that has a strong track record
brand credentials. INTERNATIONALSALESANDDISTRIBUTIONEXPERIENCE and brand awareness. in growing successful international businesses.

Rational credentials include the high s RODUCTSn%COYAPLANSTOADDTOITS


0 Accordingly, the Board considers that now is the
PERFORMINGFRAGRANCESAND%COYAS EXISTINGPORTFOLIOOFPRODUCTSBYCREATING time to raise an appropriate level of capital and
combinations of natural and ANEXTENDEDRANGEOFHOMEFRAGRANCEAND endeavour to capitalise on the market opportunity,
environmentally friendly ingredients. body & bath products. accelerate the growth of the business and enter
!NEXAMPLEOFTHISIS%COYASSUSTAINABLE additional target markets internationally.
SOYWAXCANDLESTHATEMITLESSCARBON
12 Natural soy Sweet Pea & 13
Ecoya Limited Share Offer Jasmine fragranced candle Ecoya Limited Share Offer
25 March 2010 25 March 2010
packaging, Wild Frangipani
Investment Highlights Investment Highlights
fragranced oil and natural
diffuser reeds with glass
decanter, and the packaging
for five natural soy melts
in French Pear fragrance.

The Directors have decided to raise the capital Ecoya is a growth business with only a short
needed to further develop Ecoya through a operating history. Accordingly, please read
public offer as they believe that operating all the information in this Offer Document,
as a publicly listed company, with visible and talk to a qualified adviser that you trust
reporting and good governance structures, before deciding whether or not to subscribe
SHOULDHELP%COYATOBUILDBRANDPROlLEAND for Shares in Ecoya under this Offer. The
INSTILCONlDENCEAMONGST%COYASSUPPLIERS principal risks of investing in Ecoya are set
international customers and consumers. out on pages 96 to 100.

If Ecoya was to remain a privately owned One of the main principles of investing is to
company based in New Zealand, without an have a diversified portfolio of investments.
APPROPRIATELEVELOFFUNDINGANDTHEPROlLEAND Potential investors should carefully
transparency which comes with being a public consider the size of their application
company, it may not be able to capitalise on the relative to their other investments.
immediate international opportunity to the
same degree.
14 15
OFFER STATISTICS AND IMPORTANT DATES Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Offer Statistics Offer Statistics
and Important Dates and Important Dates

Offer Summary Important Dates

Issuer Ecoya Limited Prospectus registered 25 March 2010

Offer Price (per Share) NZ$1.00 29 March 2010


Offer opens (9 April 2010, or such later date
Ecoya determines, in Australia)
Shares being offered 10,000,000

Offer closes 26 April 2010


Oversubscriptions Up to 3,000,000

Allotment Date and allotment notices mailed 30 April 2010


Total number of Shares being offered Up to 13,000,000

1UOTATIONANDTRADINGOF3HARESAND7ARRANTS
Total number of Warrants being offered Up to 6,500,000* 3 May 2010
EXPECTEDTOCOMMENCEONTHE.:38

%XISTING3HARESPRIORTO/FFER 33,000,000
FASTER statements mailed .OLATERTHAN-AY

1,350,000 Shares and


3HARESAND7ARRANTSTOBEISSUEDUNDER%COYAS%30AND)$30

 7ARRANTS
This timetable is indicative only. Ecoya reserves the right to:
(a) extend the Closing Date of the Offer or close the Offer early, in which case the dates referred to above will change accordingly;

Shares on issue if the Offer is fully subscribed (b) withdraw the Offer at any time before the Allotment Date; and
44,350,000
EXCLUDINGOVERSUBSCRIPTIONS BUTINCLUDING%COYAS%30AND)$30 (c) accept late Applications, either generally or in individual cases.

Warrants on issue if the Offer is fully subscribed


EXCLUDINGOVERSUBSCRIPTIONS BUTINCLUDING%COYAS%30AND   
IDSP)

Substantial Shareholders (post Offer)***


- The Bakery 25,043,924 Shares
- Paunui 4,805,825 Shares

* 50% Series 1 Warrants and 50% Series 2 Warrants


** Shareholdings of Directors and their associated interests are described in section 4.4 on pages 55 to 59.
*** The substantial shareholders have agreed to restrictions on the transfer of their Shares, as described on page 22.
16 17
CHAIRMAN’S LETTER Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
#HAIRMANS,ETTER #HAIRMANS,ETTER

25 March 2010 Accordingly, the Directors have decided to raise No person guarantees the Shares and Warrants Full details of the Offer are set out in this Offer
capital for the development of Ecoya, via an offered under this Offer Document. Document and it should be read carefully in its
initial public offer of Shares in the Company. entirety before making an investment decision.
All new investors in the Offer will also be
Dear Investor, Of the 10 million Shares being offered on the granted two Warrants for every four Shares On behalf of the Directors, I commend this
same terms: allotted to them, giving them the opportunity Offer to you and, if you do decide to invest,
On behalf of the Directors of Ecoya, I am to elect to subscribe for two additional shares welcome you as a shareholder of Ecoya.
pleased to present you an opportunity to invest s MILLIONOFTHE3HARESWILLBEALLOCATEDTO for each four Shares they are allocated under We look forward to having you with us as
WITHUSINANEXCITINGGROWTHCOMPANY the Independent Directors and certain private THIS/FFER4HE7ARRANTSWILLBEEXERCISABLEIN we look to build Ecoya on the world stage.
investors known to the Directors and their two tranches – one tranche at any time until a
Following the sale of 42 Below to Bacardi in associates. The Independent Directors have lNALEXERCISEDATEOF$ECEMBER3ERIES Yours sincerely
 'RANT"AKER 3TEPHEN3INCLAIRAND) agreed to subscribe for NZ$425,000 of Shares, 1 Warrants) and the other tranche at any time
decided to work together in another growth in cash, at the Offer Price. NZ$2 million of UNTILAlNALEXERCISEDATEOF*UNE3ERIES
BUSINESSWHEREWECOULDDEPLOYTHEEXPERIENCE subscriptions for the Shares in this pool are 2 Warrants) at the Issue Price under this Offer.
and skills we gained. being underwritten by The Bakery for nil fee. Warrant-holders will have an opportunity
to acquire further Shares at the Offer Price
Craig Schweighoffer, the CEO of Ecoya, s MILLIONOFTHE3HARESWILLBEAVAILABLE
 of NZ$1.00, which should be attractive if the
who was the head of 42 Below in Australia FORALLOCATIONTO.:8lRMS ANDSELECTED #OMPANYSSHAREPRICEISPERFORMINGWELL
had invested in the Ecoya business in 2006. institutional investors; and 'EOFF2OSS
7EBECAMEEXCITEDABOUTTHEPOTENTIALOF The Series 1 Warrants and Series 2 Warrants, Executive Chairman
Ecoya and the ability to create a high value s  MILLIONOFTHE3HARESWILLBEAVAILABLEFOR would provide Ecoya with up to NZ$3.25
international brand. We invested in 2008 and, the members of the public in New Zealand million of funding by 15 December 2011 plus up
with Craig, have developed and accelerated the or Australia in a public pool. In March 2010, to NZ$3.25 million of funding by 15 June 2013.
international business plan for Ecoya. WEWROTETOTHEEX"ELOWSHAREHOLDERSIN
New Zealand inviting them to pre-register 4HISISANEXCITINGOPPORTUNITYTOPARTICIPATE
Having now developed the Ecoya business model TORECEIVETHIS/FFER$OCUMENT%X"ELOW in a high-quality, entrepreneurial Australasian
in Australasia and made a start in Shanghai, Shareholders can participate in the public company that has the potential to capture
%COYABELIEVESITWOULDBENElTFROMFURTHER pool, along with any other members of the market share in its chosen markets. However,
capital resources to capture the international public in New Zealand or Australia that Ecoya is a relatively early stage business,
OPPORTUNITYTHATEXISTS7EAREENTERINGTHE53! have requested an Offer Document directly similar to a venture capital opportunity
market (and other markets in due course), and from the Company, or downloaded it from and therefore carries a higher degree
PLANTOEXPANDTHEPRODUCTOFFERING the Ecoya website www.ecoya.co.nz. of investment risk than a more mature
business. The Directors see Ecoya as a growth
We considered continuing to fund Ecoya Ecoya reserves the right to alter these OPPORTUNITYANDDONOTEXPECTTHE#OMPANY
as a private company, but believe that the allocations at its discretion. There will also TOBEPROlTABLEFORATLEASTTHREEYEARS
BENElTSOFBEINGPUBLICLYLISTEDONTHE.:38 be an oversubscriptions pool of up to three There are risks that may impede Ecoya from
ARESIGNIlCANTANDFUNDAMENTALTOTHELONGER million further Shares available. In the event achieving its growth aspirations. That said,
term growth and success of Ecoya, as was the that scaling of Applications is required, the the Directors and management of Ecoya are
case for 42 Below. In particular, the credibility date of receipt of an Application Form will be using their best endeavours to ensure that
created by a public offer should greatly assist used as one of the scaling criteria. Therefore, %COYASBUSINESSPLANANDITSMILESTONESAND
INTHEACCELERATIONOF%COYASBUSINESSPLAN Applicants are encouraged to make their targets are carefully thought through and are
and the recognition of the Ecoya brand. Application as soon as practicable. realistically set.
18 19
CEO’S LETTER Ecoya Limited Share Offer
25 March 2010
CEO’s Letter

25 March 2010 The decision to proceed with an IPO at such


an early stage is not a decision we have taken
lightly. However, going public is the best path

“Evidence of products and


if we are going to credibly enter more overseas
Dear Investor, markets with the resources and profile it takes
to be successful.
I was previously head of 42 Below in Australia.
Following the sale to Bacardi in 2006, I left
42 Below and invested in the Ecoya business,
developing it to a stage where it became of
interest to Geoff Ross, Grant Baker and Stephen
This is an exciting opportunity to participate
in a high-quality, entrepreneurial Australasian
branded products company, that has the
potential to become a meaningful player in its
companies ‘going green’
Sinclair. They decided to invest their time and
resources from early 2008.
chosen global markets.

It would be great to have you with us on


is apparent in nearly every
industry, and the home
Since then, we have significantly scaled up our journey.
the business with revenue forecast to reach
NZ$3.9 million in the year to 31 March 2010 and Yours sincerely
to grow to NZ$8.0 million in the year ending

fragrance market is certainly


31 March 2011. That growth is mostly driven
from Australasia. We are entering the USA and
UK markets in 2010. In addition, we intend to
extend our product range in the periods ahead.

Products will be produced in Australia and


distributed internationally. I am based at
our production and logistics facility on the
Craig Schweighoffer
Chief Executive Officer
no exception. As consumers
become more environmentally
shores of Botany Bay, Sydney. This enables
me to oversee our manufacturing activities
and be present in the strategically important
Australian market. As was the case for 42
Below, achieving a strong market position
for Ecoya products in the Australian market
should assist international brand awareness
and expansion plans.
conscious, they are
I am excited by the team we have attracted to
Ecoya and the growth platform we have put in
increasingly demanding more
eco-friendly products.”
place. We are receiving positive feedback from
customers and consumers on the products,
brand, packaging and merchandising.

Source: Global Cosmetic Industry, 1 November 2008


20 21
Ecoya Limited Share Offer 01 DETAILS OF THE OFFER Ecoya Limited Share Offer
25 March 2010 25 March 2010
Details of the Offer Details of the Offer

This Offer Document relates to an offer of EXERCISEDATEOF*UNE3ERIES7ARRANTS


Shares and Warrants in Ecoya Limited. at the Offer Price for this Offer.

The following section outlines the main terms The Shares are being offered to New Zealand and
of the Offer. Investors should also refer to the Australian resident institutional, professional
detailed information outlined in the section and retail investors and to investors in other
HEADEDh!NSWERSTO)MPORTANT1UESTIONSvON jurisdictions where the Offer is lawfully permitted.
pages 91 to 102.
1.2 Minimum offer amount
1.1 The Offer
The minimum amount which must be raised
Ecoya is offering for subscription 10 million by Ecoya through the issue of new Shares under
Shares under the Offer at an Offer Price of the Offer is NZ$9 million, being 9 million
NZ$1.00 per Share, with the ability to accept Shares at the Offer Price. If valid acceptances
oversubscriptions of up to three million Shares. for the minimum subscription amount are
Accordingly, Ecoya is seeking to raise up to not received by the Closing Date, Ecoya will
NZ$13 million, inclusive of oversubscriptions. withdraw and cancel this Offer, in which case
The Offer Price implies a pre-money valuation all application monies received will be refunded
of the Company of NZ$33 million. (without interest) in the currency of application
WITHINlVEBUSINESSDAYSAFTERTHE#LOSING$ATE
If Ecoya receives valid Acceptances for
more than NZ$13 million, the public pool 1.3 Allocations
and oversubscriptions pool will be subject
to scaling. Scaling will be at the discretion The allocation of Shares is intended to be
of Ecoya. In the event that scaling of as follows:
Applications is required, the date of receipt

ecoya:
of an Application Form will be used as one of s  MILLIONOFTHE3HARESWILLBEALLOCATED
the scaling criteria. Therefore, Applicants are to the Independent Directors and certain
encouraged to make their Application as soon private investors known to the Directors
as practicable. Scaling may not necessarily be and their associates. NZ$2 million of

Share Offer of up to $13 million on a pro-rata basis.

All new investors under this Offer will also be


granted two Warrants (one Series 1 Warrant s
subscriptions for these Shares are being
underwritten by The Bakery for nil fee.

MILLIONOFTHE3HARESWILLBEAVAILABLE


(including oversubscriptions) and one Series 2 Warrant) for every four Shares
allotted to them, giving them the opportunity
to elect to subscribe for two additional Shares
FORALLOCATIONTO.:8lRMS ANDSELECTED
institutional investors; and

plus Warrants
for every four Shares allocated to them pursuant s  MILLIONOFTHE3HARESWILLBEAVAILABLEFOR
TOTHIS/FFER4HE7ARRANTSWILLBEEXERCISABLE members of the public in New Zealand or
in two tranches – one at any time before a Australia in a public pool. In March 2010,
lNALEXERCISEDATEOF$ECEMBER3ERIES %COYAWROTETOTHEEX"ELOWSHAREHOLDERS
7ARRANTS ANDTHEOTHERATANYTIMEBEFOREAlNAL in New Zealand inviting them to pre-register
22 23
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Details of the Offer Details of the Offer

TORECEIVETHIS/FFER$OCUMENT%X"ELOW as at the date of this Offer Document , otherwise 4HISSHOULDHELPINSTILCONlDENCEAMONGST s ) NVESTINTHEOPERATIONALANDPRODUCTION


shareholders may participate in the public THANTHROUGHABONAlDESUPPORTINGSECURITY %COYASSUPPLIERSANDCUSTOMERSABOUTITS infrastructure required to scale the business.
pool, along with any other members of the interest granted to a lender on commercial terms, offering and help to further accelerate the
public in New Zealand or Australia that have FORAPERIODFROMTHEDATETHAT%COYAS3HARESARE IMPLEMENTATIONOF%COYASBUSINESSPLAN s ROVIDEWORKINGCAPITALTOSUSTAINTHE
0
requested an Offer Document directly from lRSTQUOTEDONTHE.:38TOTHEDAYAFTERTHEDATE operations of the business while Ecoya
the Company, or downloaded it from the THAT%COYARELEASESTO.:8ITSlNANCIALRESULTSFOR s ROVIDE%COYAWITHTHEABILITYTOENHANCE
0 increases it monthly revenue stream.
Ecoya website www.ecoya.co.nz. THElNANCIALYEARENDING-ARCH its business operations in Australasia and
create an opportunity that is attractive to s 2EPAYBANKDEBTOF.:MILLION
Ecoya reserves the right to alter these These restrictions are contained in Restricted international talent.
allocations at its discretion. There will also be Security Deeds, which provide that the restricted Although it is intended that the proceeds from
an oversubscriptions pool of up to three million Shareholders may only dispose of their Shares s LLOW%COYATOUTILISEPUBLICCOMPANY
! the IPO will be used for the above purposes,
further Shares available. In the event that WITHINTHERESTRICTEDPERIODI TOANAFlLIATETHAT governance structures to create a high- Ecoya, like any early stage company, needs to
scaling of Applications is required, the date of agrees to be bound by the same restrictions or quality reporting and control environment, BEmEXIBLEWITHITSSTRATEGIES PLANS TARGETED
receipt of an Application Form will be used as II WITHTHEAPPROVALOF%COYAS)NDEPENDENT and provide a good base from which Ecoya milestones, operations and affairs so that it
one of the scaling criteria. Therefore, Applicants Directors and NZX or (iii) to an offeror who has can pursue the international growth can respond to change, such as changes in the
are encouraged to make their Application as made a successful full or partial takeover offer to of its business. home fragrance and body & bath markets, its
soon as practicable. None of the people referred all Shareholders under the Takeovers Code. competitive environment and insights it gains
to above guarantee or undertake any liability in s & URTHERRAISE%COYASPROlLEANDASSISTIN about its operations, costs and investment
respect of the Shares or Warrants. 1.6 Reasons for the IPO further building a premium brand. requirements. Accordingly, Ecoya reserves the
right to vary the use of proceeds outlined above.
1.4 Offer partially underwritten The Directors have decided to raise the capital If Ecoya Limited was to remain a privately
NEEDEDFORTHEFURTHERDEVELOPMENTOF%COYAS owned company based in New Zealand, The amount raised under this Offer should enable
The Bakery has agreed to underwrite (for nil fee) business through a public offer because they without an appropriate level of funding and Ecoya to pursue its current business strategy.
NZ$2 million of the Shares allocated to the pool of believe it is the most appropriate means of THEPROlLEANDTRANSPARENCYWHICHCOMESWITH However, events such as a change in strategy,
certain private investors known to the Directors OBTAININGTHEEXTERNALFUNDINGREQUIREDTO being a public company, it may not be able lNANCIALPERFORMANCENOTMEETINGEXPECTATIONS
ANDTHEIRASSOCIATES REPRESENTINGOFTHE ENABLE%COYATOEXECUTEITSBUSINESSPLAN to capitalise on the immediate international ORADESIRETOACCELERATEITSEXPANSIONPLANSMAY
TOTAL/FFEREXCLUDINGOVERSUBSCRIPTIONS )F.: opportunity to the same degree. require Ecoya to raise further capital in the future.
million or more of subscriptions are received This Offer and NZX listing is intended to:
from the underwritten pool, The Bakery is not 1.7 Use of proceeds from the IPO 1.8 Summary of the Offer Structure
required to subscribe for any Shares (regardless s ROVIDE%COYAWITHTHEFUNDINGREQUIRED
0
of the aggregate amount of subscriptions to grow its business in New Zealand, Ecoya will use the proceeds from this Offer and Opening and Closing Dates
received). The Bakery does not (nor does any Australia and Asia and to, in due course, FROMEXERCISEOF7ARRANTSOVERTHENEXTTHREE
other person) guarantee the Shares or Warrants ENTERTHE53!AND5+MARKETS years to: The opening date of the Offer is 29 March 2010
offered under this Offer Document. (9 April 2010, or such later date Ecoya determines,
s NABLE%COYATOBROADENITSPRODUCT
% s ROWTHENUMBEROFINTERNATIONAL
' in Australia) and the Closing Date is 26 April
1.5 Selling Restrictions on existing offering and add additional home fragrance CUSTOMERSSTOCKING%COYASPRODUCTS 2010. Ecoya may vary these dates at its discretion.
substantial Shareholders and body & bath products.
s ECRUITADDITIONALSTAFFTOGROWTHE
2 Pricing
%ACHOF4HE"AKERYAND0AUNUIBEINGEXISTING s EMONSTRATETHROUGHCONTINUOUSDISCLOSURE
$ business, including personnel in
SHAREHOLDERSHOLDINGMORETHANOFTHE3HARES THAT%COYAISASUFlCIENTLYCAPITALISED New Zealand, Australia and the USA. The Offer Price for the Shares is NZ$1.00 per Share.
are restricted from disposing of the legal or company, with committed shareholders,
BENElCIALOWNERSHIPOFTHE3HARESHELDBYTHEM and growth ambitions as a public company.
24 25
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Details of the Offer Details of the Offer

How to Apply to “Ecoya IPO”. Any payments in Australian Applications through the Co-Managers and other Offer before trading in the Shares and Warrants.
dollars will be converted into the New Zealand .:8&IRMSMUSTBELODGEDINSUFlCIENTTIMETO Applicants should be able to do so from 9am
Applications for Shares must be made dollar equivalent using the Australian dollar / reach Computershare by no later than 5pm (NZT) (NZT) on 3 May 2010 by calling the Share
on the Application Form contained in or .EW:EALANDDOLLAREXCHANGERATEASATAM on 26 April 2010. 2EGISTRAR #OMPUTERSHARE ON  
accompanying this Offer Document. (NZT) on the day allocations under the Offer !PPLICANTSWILLALSOBEABLETOCONlRMTHEIR
Application Forms must be completed in full and are determined quoted by The Reserve Bank of %COYAMAYELECTTOCLOSETHE/FFEREARLY OREXTEND allocation (if any), through the NZX Firm from
submitted in accordance with the instructions New Zealand, and the number of Shares paid the Offer, or accept late Applications either which they sought or received their allocation
set out below and on the page preceding the for will be calculated as such New Zealand generally or in particular cases. The Offer may be of Shares.
Application Form prior to the Closing Date. dollar equivalent divided by the Offer Price closed at any earlier date and time, without further
(rounded down to the nearest Share). notice. Applicants are, therefore, encouraged to Applicants will be sent notices of allocation
An Application will constitute an irrevocable submit their Applications as early as possible. ONTHE!LLOTMENT$ATEEXPECTEDTOBE!PRIL
offer by the Applicant to subscribe for the Application monies will be banked upon 2010). Any refunds for unsuccessful applications
NUMBEROF3HARESSPECIlEDINTHE!PPLICATION receipt into a designated bank account Allocation Policy for Shares will be posted in the currency of
Form, or such lesser number of Shares as may be and held on trust pending the allocation of APPLICATIONNOLATERTHANlVEBUSINESSDAYSAFTER
allocated to it, on the terms and conditions set Shares. The banking of such monies does not The allocation of Shares and Warrants to the Allotment Date.
out in this Offer Document and the Application CONSTITUTECONlRMATIONOFTHEALLOCATIONOF Applicants will be at the sole discretion of Ecoya.
Form. By submitting an Application Form, any Shares to the successful Applicants. Ecoya may, at its discretion, reject any Application An Applicant does not have any interest in, or
Applicants agree to be bound by those terms (in whole or part) without giving any reason. right or entitlement to, any Share or Warrant
and conditions and the Constitution of Ecoya. !PPLICANTSSHOULDENSURETHATSUFlCIENTFUNDSARE under this Offer unless and until, and then
held in the relevant account to cover the cheque Warrants ONLYTOTHEEXTENTTHAT 3HARESAND7ARRANTSARE
Minimum Applications which accompanies their completed Application allotted to that Applicant by Ecoya.
Form. Allocations of Shares will be made on All Applicants allotted Shares under this Offer will
Applications under the Offer must be made for THEASSUMPTIONTHATAN!PPLICANTSCHEQUEWILL also be allotted two Warrants (one Series 1 Warrant If you sell Shares or Warrants before receiving
a minimum amount of NZ$1,000 or A$800 and, clear. If an Applicant fails to make payment and one Series 2 Warrant) for every four Shares an initial allotment notice, you do so at your
thereafter, in multiples of NZ$500 or A$400. FORTHE3HARESUNDERTHE/FFER ORAN!PPLICANTS allotted to them for nil consideration, giving own risk, even if you obtained details of
cheque fails to clear, then the allocation of Shares Applicants the opportunity to subscribe for two your holding through the Share Registrar or
Application Monies to that Applicant may be cancelled. additional Shares for every four Shares they are CONlRMEDYOURALLOCATIONTHROUGHA.:8
allotted under this Offer. Each Warrant entitles Firm or otherwise. Neither Ecoya nor any of
All Applications must be accompanied by Where and When to Lodge Applications the holder to subscribe for and be allotted one ITS$IRECTORS OFlCERS EMPLOYEES CONSULTANTS
payment in full for the total number of Shares ordinary share in the Company, credited as fully agents, partners or advisers accepts any liability
applied for at the Offer Price. Payment may Applications must be received by PAID ATANEXERCISEPRICEOF.:PER7ARRANT or responsibility should any person attempt to
be made in either New Zealand dollars or Computershare Investor Services Limited, 3ERIES7ARRANTSWILLBEEXERCISABLEATANYTIME sell or otherwise deal with Shares or Warrants
Australian dollars. Private Bag 92119, Auckland 1142, New Zealand UNTILAlNALEXERCISEDATEOF$ECEMBERAND before the allotment notice showing the number
by 5pm (NZT) on 26 April 2010. 3ERIES7ARRANTSWILLBEEXERCISABLEATANYTIME of Shares and Warrants issued to the Applicant
Cheques for New Zealand dollar payments UNTILAlNALEXERCISEDATEOF*UNE BOTHAT is received by the Applicant for those Shares.
must be drawn on a registered New Zealand Australian investors may send their Applications THEEXERCISEPRICEOF.:&URTHERDETAILSIN
bank, must be crossed “Not Transferable” and to Ecoya c/- Computershare Investor Services, respect of the Warrants are set out on pages 91 to 93. Refunds
should be made payable to “Ecoya IPO”. '0/"OX -ELBOURNE6)# !USTRALIA3UCH
Applications must be received by 3pm (AEST) on Notification of Allocations Money received in respect of Applications
Cheques for Australian dollar payments must 26 April 2010. Alternatively, Australian investors that are declined in whole or in part will
be drawn on an Australian bank, crossed “Not may send their Application to Computershare in Applicants should ascertain whether Shares and be refunded in whole or in part (as the case
Transferable” and should be made payable New Zealand, as described above. Warrants have been allocated to them under this may be) without interest in the currency
26 Natural soy Lemongrass & 27
Ecoya Limited Share Offer Ginger and Wild Frangipani Ecoya Limited Share Offer
25 March 2010 25 March 2010
fragranced candles in two
Details of the Offer Details of the Offer
tin sizes - travel tin and
large ‘everyday’ tin, natural
soy Sweet Pea & Jasmine
fragranced candle in black
Sorrento glass.

of application. Refunds for unsuccessful that can be complied with on or before the
!PPLICATIONSWILLBEPOSTEDWITHINlVE date of this Offer Document have been duly
business days after the Allotment Date. complied with. However, NZX accepts no
responsibility for any statement in this Offer
1.9 Selling Shares and Warrants on the NZSX Document. Initial quotation of the Shares and
7ARRANTSISEXPECTEDTOOCCURON-AY
Brokerage NZX has authorised NZX Firms to act on the
/FFER.:8ISAREGISTEREDEXCHANGEREGULATED
No brokerage or commission is payable by under the Securities Markets Act.
Applicants for Shares and Warrants issued to
them under the Offer. 2.0 Overseas Investors

%COYAWILLPAYABROKERAGEFEEOFFOR The Offer is only being made to members of the


APPLICATIONSRECEIVEDPURSUANTTO.:8lRM public in New Zealand and Australia or otherwise
allocations under the Offer. Ecoya will pay a where lawfully permitted. No person may offer,
BROKERAGEFEEOFFORALLOTHERSUCCESSFUL invite, sell or deliver any Shares or Warrants or
applications received from NZX Firms distribute any documents (including this Offer
in respect of applications under the NZX Document) to any person outside New Zealand or
ALLOCATIONPOOLBEARINGAN.:8&IRMSSTAMP Australia without the approval of Ecoya.
No brokerage will be paid by Ecoya other than
the brokerage fee payable to NZX Firms. There Unless otherwise agreed with Ecoya, any person
will be no brokerage payable on applications or entity applying for Shares in the Offer will, by
received under the public pool that do not bear virtue of such Application, be deemed to represent
an NZX Firm stamp. that he, she or it is not in a jurisdiction that does
not permit the making of the Offer or an invitation
In addition, First NZ Capital Securities Limited of the kind contained in this Offer Document and
and Craigs Investment Partners Limited will ISNOTACTINGFORTHEACCOUNTORBENElTOFAPERSON
receive a co-manager fee of $25,000 each in within such a jurisdiction. Neither Ecoya nor any
respect of the Offer. OFITS$IRECTORS OFlCERS EMPLOYEES CONSULTANTS
agents, partners or advisers accepts any liability
Additionally, First NZ Capital Securities Limited or responsibility to determine whether a person is
and Craigs Investment Partners Limited are able to participate in the Offer.
ENTITLEDTOAFEEOFONTHETOTALAMOUNTOF
applications bearing their respective NZX Firm 2.1 Important Document
stamp if the total amount of their respective
APPLICATIONSEXCEEDS.:MILLION If you are in any doubt as to how to deal with
this Offer Document, please immediately
NZX Listing contact an NZX Firm, an accountant, or a
financial adviser.
Application has been made to NZX for
permission to list the Shares and Warrants, and
all the requirements of NZX relating thereto
28 29
Ecoya Limited Share Offer 02 ECOYA’S MARKET OPPORTUNITY AND Ecoya Limited Share Offer
25 March 2010 25 March 2010
COMPETITIVE POSITIONING
Market Opportunity and Market Opportunity and
Competitive Positioning Competitive Positioning

2.1 Introduction s HEINCREASEDPURCHASEOFCANDLESFORGIFTS


4
and the willingness for consumers to pay
In 2009, the global body & bath market has more for these gift candles8. Consumers
been estimated to be worth around US$22.2 are increasingly purchasing candles as a
billion per annum3. The USA home fragrance focal point in their home décor, and for
market alone has been estimated to be worth AROMATHERAPY LIKERELAXATIONANDSTRESS
AROUND53BILLIONPERANNUMIN 4. reduction, according to the National
This is discussed in further detail below. Candle Association in the USA. They also
STATETHATCANDLESAREUSEDBYOUTOF
2.1.1 The home fragrance market households in the USA and that both men
and women consider candles to be an
)N THE53!HOMEFRAGRANCEMARKET always-acceptable and highly appreciated
3. Source: Datamonitor alone was estimated be worth around gift for a wide variety of occasions9.
Interactive Consumer Database US$5.1 billion per annum and is predicted
(www.datamonitor.com), to grow at a compound annual growth rate s HEHOMEFRAGRANCEMARKETHASSEENSOME
4
1 October 2009. Body and bath is h#!'2v OFPERANNUMTOREACH MOVEMENTTOWARDSTHE@GREENTRENDANDNOT
an aggregation of the bodycare a market size of US$6.0 billion per annum polluting the air, along with safety aspects10.
and bath & shower markets by 20125. The global home fragrance market
4. Source: Perfumer & Flavorist is likely to be materially larger than US$5.1 s )NNOVATIVENEWPRODUCTOFFERINGS11.
(www.perfumerflavorist.com), billion per annum.
21 March 2008 %COYASPRODUCTSAREPOSITIONEDFORTHE
5. Source: Perfumer & Flavorist The home fragrance market includes product %CO,UXESEGMENTOFTHEHOMEFRAGRANCE
(www.perfumerflavorist.com), categories such as scented candles, air fresheners, market and currently include a range of
21 March 2008 room sprays, diffusers, potpourri and oils. scented candles, travel candles and diffusers.
6. Source: Kline & Company
research report dated )N%COYASVIEW THEFACTORSCONTRIBUTINGTOTHE Other international companies which also sell
28 May 2009 growth of the home fragrance market include: %CO,UXEPRODUCTSHAVEACHIEVEDSIGNIlCANT
7. Source: Etherea Aromatics GROWTH&OREXAMPLE 9ANKEE(OLDING
(www.etherea-aromatics.com/ s ) NDEPENDENTMARKETRESEARCHINDICATES Corporation trading as The Yankee Candle
abouthfi.aspx), 15 March 2010 that the recession has a silver lining for Company (“Yankee Candle”) of the USA (which

ecoya: 8. Source: Etherea Aromatics


(www.etherea-aromatics.com/
abouthfi.aspx), 15 March 2010
9. Source: Website of the
suppliers and retailers of personal care and
home fragrance products – unemployment,
telecommuting and freelancing has
consumers spending more time at home
is discussed further on pages 35 to 36) grew
TURNOVERAND%")4$!ATA#!'2OFAND
RESPECTIVELYBETWEEN&9AND&9
The Yankee Candle Company was acquired by

A fast start in an international National Candle Accociation,


USA (www.candles.org),
15 March 2010
with consumers driven to invest in simple
ANDRELATIVELYINEXPENSIVEPLEASURESTOMAKE
their space more comfortable and inviting6.
Madison Dearborn Partners, LLC in 2006.

growth segment
10. Source: ICN International
Cosmetic News, 1 October 2008 s NINCREASINGTRENDOFCONSUMERS
!
11. Source: Perfumer & Flavorist continuously using a home fragrance
(www.perfumerflavorist.com), product in their household rather than for
15 March 2010 special occasions alone.
30 31
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Market Opportunity and Market Opportunity and
Competitive Positioning Competitive Positioning

Estimated size of the body & bath market

united kingdom rest of asia new zealand canada rest of world14

1,443 4,825 24 547 11,255


usd$ million usd$ million usd$ million usd$ million usd$ million

While Yankee Candle is a more mature %COYASPRODUCTSAREPOSITIONEDFORTHE%CO


BUSINESS %COYACONSIDERSTHAT9ANKEE#ANDLES ,UXESEGMENTOFTHEBODYBATHMARKETAND
performance suggests that the segment of the currently include soaps, hand & body lotions
home fragrance market that Ecoya addresses and hand wash.
is potentially growing faster than the home
fragrance market as a whole. Other international companies which also
sell these products include The Body Shop
2.1.2 The body & bath market International (which is discussed further on
PAGESTO )TGREWITSTURNOVERATA#!'2
In 2009, it was estimated that the global OFAPPROXIMATELYBETWEEN&9AND
body & bath market was worth around FY 2006. The Body Shop International was
US$22.2 billion per annum12. Between 2000 ACQUIREDINBY,/REAL3!
AND THEMARKETHASGROWNATA#!'2
OFPERANNUMANDISFORECASTTOGROWAT While The Body Shop is a more mature
A#!'2OFPERANNUMTOREACHAMARKET BUSINESS %COYACONSIDERS4HE"ODY3HOPS
SIZEOFAPPROXIMATELY53BILLIONPER performance suggests that the “affordable
annum by 201313. LUXURYvSEGMENTOFTHEBODYBATHMARKET
that Ecoya addresses is potentially growing
The body & bath market includes product faster than the body & bath market as a whole.
china australia united states total estimated market
categories such as liquid bath products, shower
761 140 3,158 22,153 products, body lotions and soaps.
usd$ million usd$ million usd$ million usd$ million
The table to the left sets out the estimated
MARKETVALUESOF%COYASCURRENTANDINTENDED
future markets, Canada and the rest of the world.
region % of total market (2009) historic cagr (2000 - 2009) forecast cagr (2009 - 2013)
Ecoya considers that some of the factors that
united states    12. Source: Datamonitor are contributing to the growth of the body &
Interactive Consumer Database bath market include:
united kingdom   
(www.datamonitor.com),
china    1 October 2009 s HEINTRODUCTIONOFNEWPRODUCTSSUCHAS
4
13. Source: Datamonitor specialty soaps and other related products15.
rest of asia    Interactive Consumer Database
(www.datamonitor.com), s ONSUMERSWILLINGNESSTOUSEAWIDERAND
#
canada    1 October 2009 more tailored product set within the body
australia    Source: Datamonitor 14. Note: Rest of World includes & bath sector, rather than the traditional
Interactive Consumer Database Europe (excluding UK), @SOAPBLOCKOFFERING
new zealand    (www.datamonitor.com), Central and South America,
1 October 2009. Middle East and Africa. s & ORAVARIETYOFREASONSMANY
rest of world15    Body and bath is an 15. Source: Global Bath and consumers are spending more time
aggregation of the body care Shower Products Report, at home and spending more on personal
total 100% 4.1% 3.6%
and bath and shower markets. December 2009 care accessories.
32 33
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Market Opportunity and Market Opportunity and
Competitive Positioning Competitive Positioning

2.2 Ecoya’s significant market opportunity 2.3 Competitive landscape


Selected providers of products to the home fragrance and body & bath markets
Ecoya represents an opportunity to invest The market for home fragrance and body
in a company that intends to target selected & bath products is competitive and is company market capitalisation as at 15 march 2010
international home fragrance and body & bath addressed by both large international cosmetic
markets, including: and fragrance companies and a fragmented estee lauder US$12 billion
range of niche players.
s EW:EALANDAND!USTRALIAWHERE%COYA
. Source: Capital IQ mergers,
l’oreal sa EUR46 billion
already has a growing presence. Ecoya considers that its Australasian acquisitions and financial
clorox corporation US$9 billion
provenance, its focus on natural bases and its information database
s SIAn%COYAALREADYHASASMALLPRESENCEIN
! environmentally friendly offering potentially (www.capitaliq.com), henkel ag & co. EUR15 billion
the Shanghai (China) market and it intends to distinguish Ecoya from the large international 15 March 2010.
EXPANDFURTHERINTO!SIAINTHEYEARSAHEAD cosmetic and fragrance companies. It also
believes there is an opportunity for a fast
s 3!nWHICHISALARGEBODYBATHAND
5 moving, well funded business, to capitalise There are also a large number of privately A number of companies in the home fragrance
home fragrance market, and which Ecoya ONTHEMARKETOPPORTUNITYTHATNOWEXISTS held companies in the home fragrance and and body & bath industry have been acquired
ISCURRENTLYPLANNINGTOENTERWITHTHElRST body & bath sectors, such as Yankee Candle by larger companies acquiring brands,
sales of products in May 2010. Some of the providers of products to the Corporation (owned by Madison Dearborne building further scale and capturing growth.
home fragrance and body & bath markets are Partners LLC, USA), Crabtree & Evelyn (owned
s +n%COYACURRENTLYPLANSTOENTERTHE
5 divisions or subsidiaries of large international BY+UALA,UMPUR+EPONG"HD -ALAYSIA )N%COYASVIEW THESEACQUISITIONDYNAMICS
5+MARKETINLATE companies, as set out in the table to the right. 3#*OHNSON53! AND,/CCITANE&RANCE  help to provide historic evidence of the
It should be noted that these businesses anticipated growth of the home fragrance
operate across a range of sectors in addition )N-ARCH ,/CCITANE WHICHPROVIDES and body & bath markets.
to their respective home fragrance and body body care, skincare, bath & shower, and
& bath product offerings. fragrance products, announced plans to list
ONTHE(ONG+ONG3TOCK%XCHANGE GIVENTHE
growth dynamics of the business.
34 35
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Market Opportunity and Market Opportunity and
Competitive Positioning Competitive Positioning

4HETABLEBELOWPROlLESTRANSACTIONSTHAT OFSECTORS ANDTHEREFOREASIGNIlCANTPORTION


yankee candle revenue yankee candle ebitda
have occurred in the same or similar sectors of the deal value may relate to other activities
800 200 40%
that Ecoya operates in. It should be noted that in addition to their respective home fragrance Source: Capital IQ mergers,
some of these businesses operate across a range and body & bath product offerings. acquisitions and financial
600 150 30%
information database

revenue (us$m)

ebitda margin
ebitda (us$m)
deal equity value (www.capitaliq.com),
date target company acquirer (us$ million) 400 100 20%
15 March 2010

2009 Natural Beauty Ltd (China) 4HE#ARLYLE'ROUP 53! 212 200 50 10%
EBITDA margins have
(Private Equity Fund)
increased from 22% in FY1997
0 0 0%
to around 26% in FY2009.
2007 Sunstar Inc. (USA) Nomura Capital Investment 201 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2009

Company, Japan (Private Equity Fund) ebitda


ebitda margin

2006 Yankee Holding Madison Dearborn Partners,  


Corporation (USA) LLC, USA (Private Equity Fund) There are many other companies already marketed under the Yankee Candle brand and
providing a range of home fragrance and sold through a North American wholesale
2006 The Body Shop ,/REAL3! &RANCE 1,146 body & bath products internationally. CUSTOMERNETWORKOFAPPROXIMATELY 
)NTERNATIONALPLC5+ store locations, a growing base of Company
The Directors are also aware that there are owned and operated retail stores (498 Yankee
2006 Avalon Natural Products, 4HE(AIN#ELESTIAL'ROUP 53! 120 many other companies which could potentially Candle Stores), direct mail catalogues and its
Inc. (USA) compete with Ecoya. Additionally, there may internet website (www.yankeecandle.com).
16. Source: be other competitors which the Directors are Outside of North America, Yankee Candle sells
2005 "URTS"EES )NC53! #LOROX#ORPORATION 53! 913 Yankee Candle’s website not currently aware of and new competitors its products primarily through its subsidiary,
(www.yankeecandle.com), MAYENTER%COYASMARKETSINTHEFUTURE Yankee Candle Company (Europe) Limited,
15 March 2010 which has an international wholesale customer
2005 -OLTON"ROWN'ROUP5+ +AO#ORPORATION *APAN 298 17. Source: Yankee Candle 4HEPOTENTIALRESPONSEOFANYOF%COYAS NETWORKOFAPPROXIMATELY STORELOCATIONS
Company full year results COMPETITORSTO%COYASOFFERINGISUNKNOWN and distributors covering 43 countries.
announcement, 4 March 2010 ANDMAYIMPACTON%COYASBUSINESSAND
2005 Diptyque (France) Manzanita Capital, France n.a. 18. Financial data for Yankee growth prospects. 2.4.1 Yankee Candle’s financial performance
(Private Equity Fund)
Candle for financial years prior
to FY1997 was not available 2.4 Home fragrance case study 9ANKEE#ANDLEHASEXPERIENCEDCONSIDERABLE
2005 Marionnaud Parfumeries SA (UTCHISON7HAMPOA (ONG+ONG  through Capital IQ mergers, – The Yankee Candle Company (USA) growth in revenue and earnings.
(France)
acquisitions and financial
database, 15 March 2010 Ecoya considers that Yankee Candle is a case It has grown sales from US$144.1 million in
2004 7ELLA!''ERMANY 0ROCTER'AMBLE 53! 1,133
19. Source: Yankee candle study which illustrates the growth that another &918 to US$681.1 million in FY200919. EBITDA
annual report (1997) player has achieved in certain segments of the HASGROWNFROM53MILLIONTO53
and full year results home fragrance market. million over that same period20. Thus, since
2003 The Dial Corporation (USA) (ENKEL!'#O 'ERMANY 3,122
Source: Capital IQ , mergers, announcement (2009)  ITACHIEVEDAVERAGEREVENUEAND%")4$!
acquisitions and financial 20. Source: Yankee candle Yankee Candle designs, manufactures and #!'2SOFAND RESPECTIVELY2EVENUE
1999 *O-ALONE5+ Estee Lauder, USA n.a. information database annual report (1997) markets scented candles (including jar GROWTHOVERTHEPERIODISWELLINEXCESSOFTHE
(www.capitaliq.com), and full year results CANDLES VOTIVECANDLES WAXPOTPOURRI PILLARS ASSESSEDINDUSTRYGROWTHOFAROUNDTO
15 March 2010 announcement (2009) and other products)16. These are typically (as discussed on pages 29 to 31).
36 37
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Market Opportunity and Market Opportunity and
Competitive Positioning Competitive Positioning

2.5.1 The Body Shop’s financial performance 2.6 Summary


the body shop revenue the body shop ebitda
500 70 25%
Source: Capital IQ mergers, 4HE"ODY3HOPEXPERIENCEDSTRONGGROWTH Ecoya has made a fast start with a fresh and
450 65 acquisitions and financial in revenue and earnings. “New World” brand offering in the home
revenue (gbp million)

fragrance and body & bath sectors.


ebitda (gbp million)

60 20% information database

ebitda margin
400 (www.capitaliq.com), )THADGROWNSALESFROMaMILLIONIN&9
55
350
15 March 2010 to £485.8 million in FY200624. EBITDA had With the business performance achieved to
50 15% grown from £49.9 million to £60.6 million over date, the growth forecast in the category and
300 45 that period254HUSBETWEENANDWHENITWAS the opportunity for the Ecoya brand, the Board
250 40 10%
acquired in 2006, it achieved an average revenue believes that the time for Ecoya to accelerate its
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 #!'2OFAPPROXIMATELY WHICHISHIGHER growth plans is now.
THANTHEASSESSEDINDUSTRY#!'2OFAROUND
ebitda
ebitda margin TOASDISCUSSEDFURTHERONPAGE 

2.4.2 Acquisition by Madison 2.5 Body & bath case study 2.5.2 Acquisition by L’Oreal SA
Dearborn Partners – The Body Shop International (UK)
)N-AY ,/REAL3!ACQUIRED4HE"ODY
In October 2006, Madison Dearborn Partners, Ecoya considers that The Body Shop 3HOP LISTEDONTHE,ONDON3TOCK%XCHANGE
LLC entered into an agreement to acquire International (“The Body Shop”) is a case study FORANEQUITYVALUEOFaMILLION,/REAL3!S
The Yankee Candle Company, Inc. from Blue which illustrates the growth that another acquisition of The Body Shop implied a historic
(ARBOUR'ROUP ,0FORANEQUITYVALUEOF company has achieved in certain segments of %")4$!MULTIPLEOFAROUNDX
US$1.4 billion21-ADISON$EARBORN0ARTNERS the body & bath market. Until it was acquired
acquisition of Yankee Candle implied a historic INBY,/REAL3! 4HE"ODY3HOPWASONE
REVENUEAND%")4$!MULTIPLEOFAROUNDX OFTHEFEWINDEPENDENTSTOCKEXCHANGELISTED
ANDX RESPECTIVELY companies in the body & bath sector.

The Body Shop manufactures and retails


(through Body Shop branded retail stores) a
number of body and bath products globally.
)NADDITION ITHASASIGNIlCANTOFFERINGINTHE 21. Source: Capital IQ mergers,
beauty and cosmetic sectors22. The Body Shop acquisitions and financial
sells a number of products to the “affordable database, 15 March 2010
LUXURYvSEGMENTOFTHEMARKET ASDOES%COYA 22. Source:
The Body Shop website
The Body Shop is headquartered in the United (www.bodyshop.com),
+INGDOMANDHADOVER STORESIN 15 March 2010
countries. In addition to selling through its 23. Source: Body Shop annual
mAGSHIP"ODY3HOPSTORES THECOMPANYHASA report 2006
strong online retail presence23. 24. Source: The Body Shop
annual reports
25. Source: The Body Shop
annual reports
38 39
Ecoya Limited Share Offer 03 HOUSE OF ECOYA Ecoya Limited Share Offer
25 March 2010 25 March 2010
House of Ecoya House of Ecoya

3.1 The House of Ecoya It is intended that outdoor candles and room
spray / spritzers will be added to the home
%COYASPRODUCTSINCORPORATEFRAGRANCESTHAT fragrance offering and shower gel and body
enhance the home environment and body & butter products will be added to the body &
bath products that should enrich the consumer bath offering (as described further in section
and their bathroom. UNDERTHEHEADINGh+EY-ILESTONESv /THER
products may be added to the House of Ecoya
The Ecoya brand, the packaging and range over time.
merchandising include a strong design
element. The high end visual aesthetic The term that Ecoya uses for a brand with an
consumers create in their home is of growing environmental platform that contains strong
importance across most consumer groups LUXURYDESIGNELEMENTS ISh%CO,UXEv
given the pride that many consumers are
taking in their homes.

Ecoya utilises natural bases for its product


range. These deliver to a growing demand
for products that are better for consumers
ANDTHEIRSURROUNDS%COYASPRODUCTRANGE
currently includes the following products.

Home fragrance products:

s S CENTEDCANDLESINCLUDINGPILLARCANDLES
glass contained candles and gift candles)
s TRAVELCANDLES
s DIFFUSERS

Body & bath products:

ecoya: s
s
s
HANDWASH
HANDBODYLOTIONS
SOAPS

+EYBATTLElELDSTOWINONARE
brand and distribution
40 41
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
House of Ecoya House of Ecoya

Sustainable Palm Natural Soy Sorrento Natural Soy Travel Tin and
Wax Pillars Natural Soy Wax Melts Occasion Jar Natural Soy Everyday Tin Natural Soy Metro Jar Ten Reed Room Diffuser Lotion and Wash Soap

Made from pure palm oil A long lasting natural 0URENATURALSOYWAXHAND Encased entrée candles 0URE NATURALSOYWAXHAND Designed for long lasting, Lotion - Rich in the organic !lRMBLENDEDBASEOF
WAXOBTAINEDFROMTOTALLY WAXALTERNATIVETOTHE poured into a contemporary TAILOREDTOlTINAHANDBAG poured into a contemporary passive scenting of small to vitamin E oils of Almond and natural oils, to cleanse,
sustainable sources and TRADITIONALOILWATERMIXES sand, soda ash and WITHOUTSACRIlCINGTHE sand, soda ash and lime medium architectural spaces. 3UNmOWER1UICKLYABSORBED moisturise and fragrance.
COTTONWICKS used in oil burners. lime glass jar. Double scent throw of a larger glass jar. leaving skin hydrated and
packaged in a hand pressed pillar candle. subtlely perfumed.
PRESENTATIONBOX
Wash - Foaming and
cleansing wash base infused
with a blend of moisturizing
oils and scents.
42 43
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
House of Ecoya House of Ecoya

3.2 Key benefits of Ecoya’s product offering )N%COYASVIEW THESEKEYBENElTS COUPLED )N%COYASVIEW THEBESTPEOPLETOBESELLING In all of its key target markets, Ecoya
with a growing market for home fragrance Ecoya are Ecoya people, as this will help create anticipates using logistics providers to
4HEKEYBENElTSOF%COYASPRODUCTRANGEINCLUDE ANDBODYBATHPRODUCTS CREATEASIGNIlCANT brand “push”. distribute its products and its own staff to
market opportunity for Ecoya. front the sales and assist with merchandising.
s igh design element – The Ecoya brand,
H Employees who can be held accountable to
the packaging and merchandising includes 3.3 Brand and sales & distribution targets and employees with more passion and 3.4 Key sales channels
a strong design element. The visual aesthetic knowledge of the brand are likely to achieve
consumers create in their home continues %COYACONSIDERSTHATTHEKEY@BATTLElELDSTO more sales than third party sales agents in Ecoya sells its products to various channels.
to receive more importance across most win on are brand and distribution (including international markets. This is the model that 3OMEOF%COYASEXISTINGCUSTOMERSIN
consumer groups given the pride that many sales). As with 42 Below, these are key Ecoya has successfully deployed in Australia, Australasia include:
consumers take in their homes. contributors to success in this business. and which it anticipates rolling out in new
international markets.
s nvironmentally friendlyn%COYAS
E 3.3.1 Brand
products are primarily made from
sales channels selected australian customers selected new zealand customers
natural ingredients, such as sustainable Ecoya has both rational and emotional
SOYORPALMWAXANDBOTANICALSKINCARE brand credentials:
bases (e.g. organic oils and plant derived s4HE#ANDLE&ACTORY 3YDNEY s2IVA !UCKLAND
products). They are free from genetically Rational credentials – these include the s-OONTREE 3YDNEY s,LUMA 7ELLINGTON
gift stores
MODIlEDMATERIAL PARABENS SULFATES HIGHPERFORMINGFRAGRANCESAND%COYAS s#ANDELABRA 3YDNEY s!DAMO (AVELOCK.ORTH
PROPYLENEGLYCOLSANDARTIlCIALCOLOURS unique set of natural and environmentally s0ETERSOF+ENSINGTON 3YDNEY s'IFTED$ESIGN 7ANAKA
friendly ingredients.
s igh performance – The natural ingredients
H
that Ecoya uses create products that perform Emotional credentials – Emotional credentials s6ILLA(UT s.EST !UCKLAND
well for the consumer (e.g. soaps, body & for the brand also include its provenance on home stores - in 20 of their stores s%COSTORE !UCKLAND
across Australia s#OASTAL$ESIGN !UCKLAND
body lotions and hand wash) and in their the shores of Botany Bay, Sydney Australia.
home (e.g. scented candles and diffusers). This location is where Joseph Banks and
#APTAIN#OOKlRSTARRIVEDIN!USTRALIAAND
s ffordable luxury – The Ecoya product
A DECIDEDTOHAVEANEXTENDEDSTAYTOCATALOGUE s3MITH#AUGHEYS !UCKLAND
s$AVID*ONES
range is positioned for the “affordable the botanicals in the area. Associations with department stores s"ALLANTYNES #HRISTCHURCH
STORESNATIONWIDE
LUXURYvSEGMENTOFTHEMARKET WHICH brands in fashion, music and design, which s&ARMERS STORESNATIONWIDE
means mainstream consumers can be part SUCCESSFULLYEXECUTED SHOULDENHANCETHE
OFTHISLUXURYSEGMENT emotional attachment to Ecoya. This creates
BRANDhPULLv WHICHWASSUCCESSFULLYEXECUTED
s3
EISHIN3PA 3OUTH!USTRALIA s"ODYTECH3PA !UCKLAND
s ustralasian origins – Ecoya is proud of
A at 42 Below. hotels and spas s-ILK$AY3PA 3YDNEY s7AOKU,ODGE 2AGLAN
ITSBRANDSORIGINSIN!USTRALASIA%COYA s"EAUTYOLOGIST -ELBOURNE s#HAMPS%LYSEES #HRISTCHURCH
considers that its Australasian provenance 3.3.2 Sales & distribution
ADDSTOTHEBRANDSTORYAS%COYAEXPANDS
into the Northern Hemisphere. Australasia In addition to brand, sales and distribution
is perceived as a fresh and “New World” ISTHEOTHERKEY@BATTLElELDINWHICH%COYA s.UANCE'ROUP$UTY&REE
duty free
region for fragrances and body & bath care. believes it needs to succeed. in Australia
44 45
Ecoya Limited Share Offer 03 COMPANY STRUCTURE Ecoya Limited Share Offer
25 March 2010 25 March 2010
House of Ecoya House of Ecoya

BOA
RD
OF D
IREC
TOR
CHA S
IRM
AN
'EO
FF2O
SS
'RAN
T"A
KER
Crai
g Sc
hwe
Step igho
hen ffer
Sinc
INTE
RDE l a ir
P
Coll ENDENT DIR
ette ECT
Din OR
INTE niga
RDE
PEN n
Rich DENT DIR
Fran ECT
OR
IN
k
TER
DEP
Rob ENDENT DIR
Fyfe ECT
OR

%COYAISALREADYSELLINGITSlRSTPRODUCTSINTO As a company whose business is based on


around 100 stores in New Zealand and around brands and high design products, human
600 stores in Australia (as at March 2010). Over CAPITALIS%COYASMOSTIMPORTANTASSET
THENEXTTWOYEARS THEOBJECTIVEISFOR%COYATO Having been involved with a number of
ited
lim
continue to grow store numbers in New Zealand SUCCESSFULBUSINESSES THE%XECUTIVE$IRECTORS
and Australia. The sales channels above are also have formed several preferences on the building
ya
currently intended to be developed in Asia, USA,
5+ ANDOTHERINTERNATIONALMARKETSTHAT%COYA
of a successful business. These include:
eco
may choose to enter. s DESIRETOCREATEASUSTAINABLEAND
!
international business model principally
%COYACURRENTLYEXPERIENCESASEASONALSALES operating from Australasia.
cycle, with peak sales in the months leading
up to Christmas each year. However, as the s ) NVESTINGUPFRONTINTHEMANAGEMENTTEAM sale ceo offe
r
business broadens its product range and to create the foundations for pursuing stru s Schw
eigh
EXPANDSINTOADDITIONALINTERNATIONALMARKETS international success. mancture Crai
g
THEBUSINESSMAYBEGINTOEXPERIENCEALESS age and fina
men
t nce
LED
seasonal sales cycle. For the year ending 31 s ROVIDING.EW:EALANDAND!USTRALIAN
0 :BY
March 2011, Ecoya is projecting sales of NZ$8 employees with an opportunity to work Crai
g
million of which NZ$3.2 million are projected in an international business, as well as ' Schwei CFO
:
RANT g
"AK hoffer Step
TOFALLINTHESIXMONTHSTO3EPTEMBER attracting new international talent. ER hen
Sinc bra
lair
marnd
FINA
and NZ$4.8 million are projected to fall in the NCI
AL C
Josh
SIXMONTHSTO-ARCH s UILDINGASUSTAINABLEBUSINESSTHATCAN
"
O
ua R NTROLLER ket
quickly scale and capture a long term
udd :
BRA ing
AUS
T
,ND
MAR DESIGN pro
andducti
3.5 Ecoya’s organisation structure market position. RAL
IA KET ,
ING MERCH
NAT 'EO AND AND
FF2O IS
log on
PUB
ION LICI ING,
Rach AL SALES M SS TY:
Ecoya has achieved a great deal in a short time. With a track record for success, Ecoya has el Lo ANAGE - FIN ASS
ISTA
isti
mas
cs
R: NT:
This has been possible because of the people MANAGEDTOATTRACTEXCELLENTTALENTFROM
ANC
E Ana FAC
TOR
- ADM stas +EN YM
ia M 3
ANA
involved in the business. The entrepreneurs New Zealand, Australia and overseas. INIS
TRA VAR
IOU allas EDDO GER:
- HR TIO
N AND S DES N
INVOLVEDAREALLEXPERIENCEDBUSINESSPEOPLEIN PR P
ART
IGN
NER
their own right. NEW
AUS
TRA S
LIAN
ZEA Dee ADV
LAN
D ta C ISER
:
NAT olvi
As at 24 March 2010, Ecoya employed 34 full ION
AL S US A n - PRO
Clai ALE DVI DUC
TIME ANDPARTTIME STAFFEXCLUDINGTHEFOUR re H SM
ANA Paul S: SER T DE
ogg GER
: Fran - FAC VEL
OPM
%XECUTIVE$IRECTORS 'EOFF2OSS 'RANT"AKER k& TOR
Y (O ENT
Darr BOT
ANY NT
Stephen Sinclair and Craig Schweighoffer). Of yl Fr BAY H E SH
, SYD ORES
ank - CON
THESEEMPLOYEES ARESALESRELATEDSTAFF STAFF TR
AND ACT M
NEY
) OF
LOG ANU
ISTI FACT
engaged in production and logistics, and four USA CS URI
NG
staff are in administration related functions. - BRA
ND
- PAC
KAG
ING
AND
MER
CHA
NDI
SING
46 The Ecoya factory on 47
Ecoya Limited Share Offer Sir Joseph Banks Drive, Ecoya Limited Share Offer
25 March 2010 25 March 2010
Kurnell
House of Ecoya House of Ecoya

3.6 Production and logistics 3.8 Distribution arrangements

Products will be produced in Australia and 3.8.1 New Zealand


distributed internationally.
Ecoya has entered into a distribution
The manufacturing facility for the candle arrangement in New Zealand dated August
products is based at Sir Joseph Banks Drive, 2009. The distribution agreement is non-
+URNELL 3YDNEY !USTRALIA!LLCANDLEPRODUCTS EXCLUSIVEANDCANBETERMINATEDBYEITHER
are currently produced at this site. party giving three months notice.

!SAT-ARCH %COYAHADSTAFF 3.8.2 China (Shanghai)


based in Sydney focused on production and
logistics activities. Ecoya supplies products to a Shanghai-based
distributor under the terms of an import and
This facility is leased on a two year lease term distribution agreement entered into in April
WHICHEXPIRESIN/CTOBERAND%COYAHAS ANDEXPIRINGIN!PRIL4HEAGREEMENT
a two year right of renewal on the lease. has a right of renewal by Ecoya Pty Limited for
two years, subject to the distributor meeting
Body and bath products are currently certain performance criteria.
contract manufactured by selected third
parties in Australia. 3.8.3 Other

Having production and logistics based in In other key international markets Ecoya
Australia is strategically important. Ecoya plans to employ Ecoya sales staff on the
believes that achieving a strong market ground to directly target key customers.
position for Ecoya products in the Australian
home market provides a solid platform to build 3.9 Intellectual brand property
international product and brand awareness
ANDEXPANSION All key intellectual property used by Ecoya
is either owned by it or licensed from a third
3.7 Procurement and ingredients supply party. The Ecoya brand has been registered
as a trade mark by Ecoya in Australia and the
Ecoya sources its product ingredients from USA. Ecoya plans to continue to register any
a range of Australasian and international additional trademarks that it develops.
suppliers to ensure there is diversity of supply.
Ecoya owns several internet domain names,
&RAGRANCESAREDESIGNEDSPECIlCALLYFOR including ecoya.com, ecoya.com.au,
Ecoya by its suppliers. Other key ingredients ecoya.co.uk and ecoya.co.nz.
INCLUDESUSTAINABLENATURALWAXES GLASS TINS
candle wicks, and botanical skin care bases
(e.g. organic oils and plant derived products).
48 49
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
House of Ecoya House of Ecoya

3.10 Ecoya’s strategy s International expansion – Ecoya plans Ecoya will be investing in the development
to sell its products internationally in leading and growth of the business and pursuing
4HEKEYELEMENTSOF%COYASBUSINESS gift stores, home stores, department EXPANSIONOFTHEBUSINESSINTOITSTARGET
strategy are: stores, hotels and spas and duty free stores. markets. Therefore, the Directors do not
The current target markets include New CURRENTLYEXPECTTHAT%COYAWILLRECORD
s implicity of business model – Ecoya
S :EALAND !USTRALIA !SIA 53! ANDTHE5+ ABREAK EVENLEVELOFPROlTABILITYFORATLEAST
BELIEVESITDOESNOTNEEDTOADOPTACOMPLEX three years, and there is no assurance that
business model. It makes a product for X 3.11 Key milestones %COYAWILLRECORDAPROlTAFTERTHATPERIOD
cost and sells it for Y price in a range of
markets. The more product Ecoya sells, The Directors have set the following key As an early stage company, Ecoya needs to
the more gross margin (in dollar terms) general milestones to be achieved during the BEmEXIBLEWITHITSSTRATEGIES PLANS TARGETED
that it should generate. NEXTTHREEYEARS milestones, operations, and affairs so that
it can respond to change, such as changes
s roduction and logistics – Products will
P s .EW:EALANDAND!USTRALIANSALESGROWTH in the home fragrance and body & bath
be produced in Australia and distributed %COYAISALREADYSELLINGITSlRSTPRODUCTS markets, its competitive environment and the
internationally. This is strategically into around 100 stores in New Zealand insights it gains about its operations, costs
important as Australia is a key part of and around 600 stores in Australia. and investment requirements. Accordingly,
the brand. It is also a key growth market /VERTHENEXTTWOYEARS THECURRENT %COYASSTRATEGIES PLANS TARGETEDMILESTONES
for Ecoya, and a meaningful market in objective is for Ecoya to grow store operations and affairs, as described in this
its own right. Achieving a strong market numbers in New Zealand and Australia. Offer Document, are subject to change as Ecoya
POSITIONIN!USTRALIASHOULDASSIST%COYAS seeks to evolve from an early stage company
INTERNATIONALEXPANSIONANDPRODUCTAND s VERSEASEXPANSIONnENTERTHE53!AND5+
/ into an established business.
brand awareness. MARKETSDURING%COYACURRENTLYEXPECTS
TOMAKEITSlRSTSALESINTHE53!IN-AY
s Products – Ecoya plans to add to its %COYAALSOINTENDSTOFURTHEREXPANDINTO
EXISTINGPORTFOLIOOFPRODUCTSBYCREATING !SIAINTHENEXTTWOYEARS
ANEXTENDEDRANGEOFHOMEFRAGRANCEAND
body & bath products. s PERATINGANDPRODUCTIONSYSTEMSnINVEST
/
in another production line at the factory in
s ales personnel – Ecoya intends to
S Sydney during 2010, or at alternative premises.
continue generating New Zealand and
Australian sales directly through its Ecoya s RODUCTSnEXPANDTHEPRODUCTOFFERINGOVER
0
sales staff in those countries. Ecoya has THENEXTTWOYEARSTOINCLUDEOUTDOORCANDLES
ten sales focused employees across New and home spray / spritzers in the home
Zealand and Australia. Ecoya currently fragrance offering and shower gel and body
anticipates applying this sales model butter products in the body & bath offering.
further abroad by appointing Ecoya
personnel in its target international s ALESnCONTINUETHESALESGROWTHTOACHIEVE
3
markets to generate sales. ASUFlCIENTLEVELOFSALESTOENABLE%COYA
to achieve a break-even level of operating
PROlTABILITYINTHE.EW:EALANDAND
Australian markets during year three.
50 51
Ecoya Limited Share Offer 04 ECOYA’S DIRECTORS AND Ecoya Limited Share Offer
25 March 2010 25 March 2010
MANAGEMENT TEAM
Directors and Management Team Directors and Management Team

4.1 Directors Geoff Ross


Chairman (Auckland, NZ)
Ecoya believes it has secured a strong Board
of Directors with the balance of the skills 'EOFFWASTHEFOUNDERAND#%/OF"ELOW
ANDEXPERIENCENECESSARYTOBESTPOSITIONTHE Limited which was a listed company for three
#OMPANYTOEXPLOITITSGROWTHOPPORTUNITIES years prior to its sale to Bacardi in late 2006.

The Board comprises three Independent Prior to 42 Below, he was a Managing Partner
$IRECTORSASWELLASTHEFOUR%XECUTIVE and Board Member of DDB Advertising for two
$IRECTORS 'EOFF2OSS%XECUTIVE#HAIRMAN years and was a Client Service Director and
#RAIG3CHWEIGHOFFER#%/ 'RANT"AKER Management Team Member for Saatchi & Saatchi
%XECUTIVE$IRECTOR AND3TEPHEN3INCLAIR#&/  IN7ELLINGTONFOREIGHTYEARS'EOFFISALSOABOARD
member of the Melanoma Foundation and advisor
TO!IR.EW:EALANDS@'RABA3EATINITIATIVE

Grant Baker
(Auckland, NZ)

'RANTWAS%XECUTIVE#HAIRMAN
of 42 Below Limited.

Prior to that he served in a number of senior


BUSINESSPOSITIONS INCLUDING#HIEF%XECUTIVE
AND$IRECTOROF"LUE3TAR'ROUP,IMITEDDURING
which time its revenues grew from $10 million
TOMORETHANBILLION'RANTALSOSERVEDAS
#HIEF%XECUTIVEOF5BIX"USINESS-ACHINES
,IMITEDAND%XECUTIVE#HAIRMANOFELECTRICITY
retailer Empower Limited prior to its sale to
Contact Energy in 2003 for cash consideration
of over $55 million. He was also Chairman and
Founding Director of EFTPOS retailer, Netco
Limited, which was successfully developed and
SOLDTO0ROVENCO'ROUP,IMITEDIN'RANT
is also Deputy Chairman of New Zealand cancer
CHARITY')#)'ASTRO)NTESTINAL#ANCER)NSTITUTE 
52 53
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Directors and Management Team Directors and Management Team

Craig Schweighoffer Collette Dinnigan Rich Frank Rob Fyfe


CEO (Sydney, Australia) Independent Director (Sydney, Australia) Independent Director (West Coast, USA) Independent Director (Auckland, NZ)

Craig was head of 42 Below Limited, Australia #OLLETTEISONEOF!USTRALIASBESTKNOWNFASHION Rich is a former Chairman of Walt Disney 2OBISCURRENTLY#HIEF%XECUTIVE/FlCER
and was successful in growing 42 Below designers. She brings aesthetic and design skills 4ELEVISIONAND0RESIDENTOF0ARAMOUNT46'ROUP of Air New Zealand Limited.
Limited in Australia. to the board of Ecoya.
He is currently a board director of Napastyle, Rob joined Air New Zealand at the start of 2003
Before that, he gained a strong growth Collette completed a degree in fashion design ACHAINOF#ALIFORNIANSTORESRETAILINGEXCLUSIVE AS#HIEF)NFORMATION/FlCERANDLEDTHE"USINESS
business background at Redback Tools Pty at Wellington Polytechnic before moving to home goods and specialty foods with a focus Transformation team. Rob then held the position
Limited, his own start-up patented hand Sydney to take a role in the costume department on sustainable living. Rich and his family own OF'ROUP'ENERAL-ANAGER!IRLINESFROM/CTOBER
tools business. Craig also spent three years as of the Australian Broadcasting Commission. 4HE&RANK&AMILY6INEYARDSIN#ALIFORNIAS.APA UNTILHISAPPOINTMENTAS#HIEF%XECUTIVE
Managing Director at Pyrotek NZ Limited, a She stepped out on her own in 1990 and created 6ALLEY(EISALSO6ICE#HAIRMANOFTHE!MERICAN /FlCERIN/CTOBER
high technology manufacturing business in the Collette Dinnigan label from which she Film Institute.
New Zealand, where he succeeded in more has received a long list of achievements. Her Prior to joining Air New Zealand, Rob held a
than doubling sales in three years to 2001. Prior garments are hand-made and sold in a variety Rich is one of only eight people to win a life range of Senior Management positions both
to this, Craig was responsible for growing of destinations around the globe, including the time Emmy award. He has overseen some of the within New Zealand and overseas, including roles
0YROTEKS!SIANBUSINESSANDSUCCESSFULLYSET Middle East, Europe, Asia and the USA. Collette WORLDSFAVOURITEMOVIESANDTELEVISIONSHOWS with the National Australia Bank, Bank of New
up sales, manufacturing and warehousing has her own store in London. INCLUDING!N/FlCERAND'ENTLEMEN $EAD0OETS :EALAND 4ELECOM.:AND)46'ROUPINTHE5+
operations in several Asian countries. 3OCIETY 'OOD-ORNING6IETNAM 4HE,ION+ING
She won Australian Designer of the Year in 1996 (OME)MPROVEMENT #HEERSAND'OLDEN'IRLS
ANDTHE,OUIS6UITTONS"USINESS!WARDIN Rich has strong Hollywood connections and a
In 1998, she was appointed Chairperson of the wide network throughout the USA.
New South Wales Small Business Development
Corporation, having previously participated as Rich joined the board of 42 Below Limited
an advisor to the South Australian Wool Board. in May 2006. He is also a director of the
Hyperfactory Limited, which is another
In 2001 and 2003, Collette was voted one of investee company of The Bakery.
Stephen Sinclair !USTRALIAS-OST"EAUTIFUL%XPORTS)N0ARIS IN
CFO (Auckland, NZ) 2002, she was honoured with the Leading Women
Entrepreneurs of the World Award, and in 2004
3TEPHENWASTHE#HIEF&INANCIAL/FlCEROF she was presented with the CLEO and Maybelline
"ELOW,IMITEDASWELLASAN%XECUTIVE Celebrity Designer of the Year Award. Then in
Director and Company Secretary. 2005, her image was put on a stamp by Australia
Post as part of their Australian legends campaign
Stephen is a Chartered Accountant. Before and received further awards from Marie Claire
42 Below Limited, Stephen was the Financial and Instyle the same year.
Controller for Empower Limited prior to its
sale to Contact Energy. He also held this role #OLLETTESCLIENTSHAVEINCLUDED1ANTAS $OM
with Netco Limited. Prior to this, he spent 13 Perignon and Marks and Spencer. During
years with PricewaterhouseCoopers. 2010, Collette plans to launch her new Collette
Dinnigan lingerie range into Marks and
Spencer in London.
54 55
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Directors and Management Team Directors and Management Team

4.2 Role of the Board established by the Board, review and analyse 4.4 Directors’ Interests Paunui has entered into a contract for services
policies and strategies, usually developed pursuant to which it has agreed to make
The Board has ultimate responsibility for by management, which are within their Directors’ Remuneration Craig Schweighoffer available to Ecoya to
the strategic direction of Ecoya and TERMSOFREFERENCE4HE#OMMITTEESEXAMINE PROVIDESERVICESAS#HIEF%XECUTIVE/FlCER
SUPERVISING%COYASMANAGEMENTFORTHE proposals and, where appropriate, make 4HE$IRECTORSFEESFORTHE)NDEPENDENT of Ecoya. Under the consultancy agreement,
BENElTOFSHAREHOLDERS recommendations to the full Board. Committees $IRECTORSOF%COYAHAVEBEENlXED INITIALLY Ecoya is contracted to pay a consultancy fee
do not take action or make decisions on behalf at a total of A$40,000 per Independent OF! PLUS'34PERANNUMTO0AUNUIIN
4HESPECIlCRESPONSIBILITIESOFTHE"OARDINCLUDE OFTHE"OARDUNLESSSPECIlCALLYAUTHORISEDTODO $IRECTOR4OPROVIDEFORmEXIBILITY THEEXISTING respect of such services.
so by the Board. Shareholders have approved an aggregate cap
s ORKINGWITHMANAGEMENTTOSETTHE
7 ON)NDEPENDENT$IRECTORSFEESOF! FOR The Directors are also entitled to be paid for all
strategic direction of Ecoya. Audit and Risk Management Committee the purposes of Listing Rule 3.5. At the election reasonable travel, accommodation and other
OFEACH)NDEPENDENT$IRECTOR $IRECTORSFEES EXPENSESINCURREDBYTHEMINCONNECTION
s ONITORINGANDWORKINGWITHMANAGEMENT
- The Audit and Risk Management Committee may be paid in part or whole by issue of Shares with their attendance at Board or Shareholder
TODIRECTTHEBUSINESSANDTHElNANCIAL will be responsible for overseeing the risk in accordance with the Listing Rules. The meetings, or otherwise in connection with
performance of Ecoya. MANAGEMENTINCLUDINGTREASURYANDlNANCING %XECUTIVE$IRECTORSARENOTENTITLEDTOBEPAID %COYASBUSINESS
policies), treasury, insurance, accounting $IRECTORSFEES
s onitoring compliance and risk
M and audit activities of Ecoya, and reviewing
management. the adequacy and effectiveness of internal %COYAHASACCESSTOTHE%XECUTIVE$IRECTORS
controls, meeting with and reviewing the through consultancy agreements with The
s STABLISHINGANDMONITORING%COYASHEALTH
% PERFORMANCEOFEXTERNALAUDITORS REVIEWING Bakery and Paunui. The Bakery has entered into
and safety policies. THECONSOLIDATEDlNANCIALSTATEMENTS AND a consultancy agreement with Ecoya, pursuant
MAKINGRECOMMENDATIONSONlNANCIALAND TOWHICHITHASAGREEDTOMAKE'EOFF2OSS
s STABLISHINGANDOVERSEEINGSUCCESSION
% accounting policies. 3TEPHEN3INCLAIRAND'RANT"AKERAVAILABLETO
plans for senior management. Ecoya to provide specialist management and
The members of the Audit and Risk EXECUTIVESERVICESDESCRIBEDONPAGESTO
s NSURINGEFFECTIVEDISCLOSUREPOLICIESAND
% Management Committee are Stephen Sinclair, 61 under the heading “Management Team”.
procedures are adopted. Rob Fyfe and Rich Frank. Under the consultancy agreement, Ecoya is
contracted to pay a consultancy fee of up to
The Board currently plans to meet not less than Remuneration Committee ! PLUS'34PERANNUMTO4HE"AKERY
EIGHTTIMESDURINGTHElNANCIALYEAR INCLUDING in respect of the services provided.
SESSIONSTOCONSIDER%COYASSTRATEGICDIRECTION The Remuneration Committee is responsible
ANDBUSINESSPLANS6IDEOANDORPHONE for overseeing management succession
conferences will also be used as required. planning, establishing employee incentive
schemes, reviewing and approving the
!COPYOF%COYASCORPORATEGOVERNANCE compensation arrangements for the
policies will be available for access at EXECUTIVE$IRECTORSANDSENIORMANAGEMENT
www.ecoya.co.nz. and recommending to the full Board the
remuneration of Directors.
4.3 Board Committees
The members of the Remuneration Committee
The Board has two formally constituted ARE'EOFF2OSS 2OB&YFEAND2ICH&RANK
committees of Directors. These Committees,
56 57
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Directors and Management Team Directors and Management Team
58 59
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Directors and Management Team Directors and Management Team

Loans to Independent Directors Shares and Warrants held or controlled by the Directors

independent director loan amount number of shares number of warrants director number of shares percentage26 number of warrants
None of the Directors
Collette Dinnigan $225,000 225,000 112,500 guarantees the Shares or 'RANT"AKER 'EOFF2OSS
Warrants offered under this Stephen Sinclair 25,043,924 56.5 Nil
Rich Frank $225,000 225,000 112,500 Offer Document or undertakes (through The Bakery)
any liability in respect of the
Rob Fyfe $225,000 225,000 112,500
Shares or Warrants. Collette Dinnigan 225,000 0.5 112,500

Rich Frank 1,411,165 3.2 225,000


Loans to Independent Directors Other subscriptions
Rob Fyfe 852,185 1.9 212,500
As part of an incentive package, Ecoya plans In addition to the Shares and Warrants acquired
Craig Schweighoffer 4,805,825 10.8 Nil
to provide limited recourse loans to the using the Independent Director loans, the
Independent Directors to enable them to Independent Directors have agreed to subscribe
SUBSCRIBEFORANAGGREGATEOF 3HARES directly or through associated family trusts for
under the Offer at the Offer Price. Loans will NZ$425,000 of Shares and Warrants under the s   3HARESBEFORETHESHARE On 12 February 2010, the Company completed
not bear interest, and will be repayable after Offer at the Offer Price of $1.00 per Share. Rich consolidation) were issued for a total THEISSUEOF 3HARESBEFORETHESHARE
lVEYEARSOREARLIERATTHEDISCRETIONOFTHE Frank has agreed to subscribe for NZ$225,000 issue price of NZ$1,025,000 payment consolidation) to interests associated with Rob
Independent Director. The loans will be non of Shares and Rob Fyfe has agreed to subscribe of which was settled in cash. Of these Fyfe for NZ$200,000 cash. Mr Fyfe was appointed
recourse as against the borrowing Independent for an additional NZ$200,000 of Shares. None 3HARES   WEREISSUEDTOINTERESTS a director of the Company on 1 March 2010.
Directors, but will be secured against the OFTHE%XECUTIVE$IRECTORSORTHEIRASSOCIATED associated with Richard Frank. Mr Frank
relevant Shares and Warrants held by or on ENTITIESARETOBEALLOTTED7ARRANTSEXCEPTTOTHE was appointed a director of the Company On 24 March 2010, the Company consolidated
behalf of the Independent Directors and which EXTENT4HE"AKERYSUBSCRIBESFOR3HARESUNDER on 8 February 2010. its 36,050,000 shares into 33,000,000 fully paid
were acquired with the loan proceeds. its partial underwrite of the Offer). ordinary shares.
s   3HARESBEFORETHESHARE
The above Independent Directors will be On 31 December 2009, the following share consolidation) were issued to Paunui, Accordingly, on listing and assuming the Offer
offered loans of NZ$225,000 each to enable subscriptions were completed: a company associated with Craig is subscribed to the level of NZ$10 million, the
them to subscribe for the Shares at NZ$1.00 Schweighoffer, in consideration for the Directors, or their associated family trusts/
per Share set out below. These Shares will have s HE"AKERYWASISSUED  3HARES
4 acquisition of all of the shares then held ENTITIES AREEXPECTEDTOHOLDORCONTROLTHEABOVE
Warrants attached to them, but at the time (before the share consolidation referred by Paunui in Ecoya Pty Limited. Craig Shares and Warrants in Ecoya.
OFEXERCISEOFTHE7ARRANTS THE)NDEPENDENT to below) for a total issue price of Schweighoffer was appointed a director of
Directors will need to subscribe, in cash, if they .:  4HEISSUEPRICEWASSATISlED the Company on 8 February 2010.
ELECTTOEXERCISETHEIR7ARRANTS by way of set off against shareholder
advances made by The Bakery to the
Company since February 2008.

26. Assuming all ESP and


IDSP Shares and Warrants
are issued.
60 61
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Directors and Management Team Directors and Management Team

4.5 Management team Grant Baker Ken Seddon 4.6 Employee Share Plan
Executive Director (Auckland) Factory Manager (Sydney)
The management team of Ecoya includes: Ecoya intends to establish an Employee Share
'RANTWILLBEONTHEBOARDOF%COYAASWELLAS +ENJOINED%COYAIN0RIORTOTHIS HEWAS Plan (“ESP”). The ESP will be aimed at motivating
Geoff Ross providing regular support to the management ABUSINESSCONSULTANTINTHE5+ ADVISINGBOTH KEYEMPLOYEESTOMEETDElNEDKEYPERFORMANCE
Executive Chairman (Auckland) TEAMAT%COYA'RANTWILLBERESPONSIBLEFOR businesses and government agencies on a indicators and at attracting potential high
organisation structure, key negotiations, new RANGEOFBUSINESSIMPROVEMENTSTRATEGIES+EN achievers to work at Ecoya. Directors will not be
)NADDITIONTOHIS#HAIRMANSROLEAT%COYA contracts and overseas sales management. has also worked with a number of prestigious eligible to participate in the ESP.
'EOFFWILLLEADBRAND DESIGNMERCHANDISING international organisations, including the
marketing and publicity at Ecoya. 'RANTWAS%XECUTIVE#HAIRMANOF"ELOW United States FBI and InterPol. He is an No Shares have been issued under the ESP as
&URTHERDETAILSON'RANTSBACKGROUNDARESET accredited trainer specialising in process at the date of this Offer Document, but it is
'EOFFWASTHEFOUNDERAND-ANAGING$IRECTOR out in Section 4.1 of this Offer Document. improvement and staff development. INITIALLYINTENDEDTOALLOCATEUPTO 
OF"ELOW,IMITED&URTHERDETAILSON'EOFF S 3HARESAND 7ARRANTSTOTHE%30
background are set out in Section 4.1 of this Rachel Lomas Joshua Rudd
Offer Document. Australian National Sales Manager (Sydney) Financial Controller (Sydney) Shares will be issued at the discretion of the
Directors, subject to the Listing Rules and
Craig Schweighoffer After obtaining a Bachelor of Business Studies, *OSHHASNINEYEARSEXPERIENCE THREEYEARSIN other legal requirements. It is intended that
Chief Executive Officer, Executive Director (Sydney) majoring in Marketing Communications, ACHARTEREDACCOUNTINGlRMANDSIXYEARSIN the initial issue price for the Shares will be the
Rachel began working for 42 Below where commerce. Prior to joining Ecoya Josh was same as the Offer Price.
#RAIGISTHE#HIEF%XECUTIVE/FlCEROF%COYA she was the New South Wales Account lNANCEMANAGERFOR!38LISTEDCOMPANY
Manager. From 42 Below she moved to Sigma Energy One Limited. If an ESP employee participant ceases to be
Craig was the head of 42 Below Limited, Australia. Pharmaceuticals as Business Development employed by Ecoya within a period of three
&URTHERDETAILSON#RAIGSBACKGROUNDARESET Manager then to Alberto Culver working as years, the employee will not be entitled to
out in Section 4.1 of this Offer Document. a Channel Activation Manager where she RETAINTHEBENElTOFTHE%30
remained until joining Ecoya in 2008.
Stephen Sinclair
Chief Financial Officer, Executive Director (Auckland) Claire Hogg
New Zealand National Sales Manager (Auckland)
3TEPHENISTHE#HIEF&INANCIAL/FlCEROF%COYA
and the Company Secretary. Prior to joining Ecoya in 2009, Claire worked
for NZ Magazines as an Advertising Title
3TEPHENWASTHE#HIEF&INANCIAL/FlCEROF Manager, Holloway Advertising as a Marketing
"ELOW,IMITEDASWELLASAN%XECUTIVE$IRECTOR Consultant and Moochi as a Marketing Manager.
and Company Secretary. Further details on
3TEPHENSBACKGROUNDARESETOUTIN3ECTION
of this Offer Document.
62 Instore merchandising stand 63
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Directors and Management Team Directors and Management Team

4.7 Ecoya advisors Paul Frank


(USA)
Ecoya has attracted three international
advisors, who will provide strategic market Paul is the son of Rich Frank (Independent
and brand development advice to Ecoya on a Director of Ecoya), and is based in the USA.
consultancy basis. The three advisors are senior
BUSINESSPEOPLEINTHEIRRESPECTIVElELDS Paul has worked in the entertainment industry
for over 20 years, and is currently Head of
Deeta Colvin Television for Prospect Park (a music, television
(Australia) ANDlLMMANAGEMENTPRODUCTIONCOMPANYIN
THE53! )NHISCURRENTROLE 0AULIS%XECUTIVE
$EETAISBASEDIN3YDNEY)N SHEJOINED Producer on all projects and is responsible for
Consolidated Press Holdings (“CPH”) in a the development and production of television
Marketing and Special Events role. Between series, movies and mini-series. Prior to Prospect
AND $EETAWAS$IRECTOROF#ORPORATE Park, Paul ran the television department
Relations and Events for PBL Media. During her at The Firm, a successful Hollywood talent
tenure there, Deeta was responsible for several management company, whose clients include
HIGHPROlLEEVENTS INCLUDINGTHE467EEK Leonardo di Caprio, Cameron Diaz, Martin
Logie Awards, Cleo Bachelor of the Year and ACP Scorsese, Amy Adams and Snoop Dogg.
Melbourne Cup marquee. She joined PBL Media
after selling her successful marketing and public Darryl Frank
relations company, Colvin Communications, (USA)
which she ran for 16 years, attracting a client list
THATINCLUDEDINTERNATIONALLUXURYBRANDSSUCHAS Darryl is the other son of Rich Frank
,OUIS6UITTON &ENDIAND6EUVE#LICQUOT$EETA (Independent Director of Ecoya), and is based
was presented with an Ordre de Merit in Paris in the USA.
BYTHE&RENCH'OVERNMENTIN FORFOSTERING
business relations between France and Australia. Darryl is an Emmy winning television
producer who is coming up to his 15th year at
DreamWorks Television, where he currently
serves as Co-President. He oversees and
EXECUTIVEPRODUCESALLSERIESANDLONG FORM
programming for the studio.

Both Paul and Darryl will help promote


%COYASBRANDANDPRODUCTSINTHE53!4HEY
are both ideally placed to do this, given their
industry connections.
64 65
Ecoya Limited Share Offer 05 PROSPECTIVE FINANCIAL Ecoya Limited Share Offer
25 March 2010 25 March 2010
INFORMATION
Prospective Financial Information Prospective Financial Information

5.1 Basis of preparation 4HEPROSPECTIVElNANCIALSTATEMENTSWERE


prepared and authorised by the Board as at 24
4HEPROSPECTIVElNANCIALSTATEMENTSINCLUDED March 2010 for use in this Offer Document and
in this section are the consolidated group not for any other purpose. The prospective
position of Ecoya Limited (the “Company”) and lNANCIALSTATEMENTSCOVERTHEPERIODFROM
ITSSUBSIDIARIESTHEh'ROUPvORh%COYAv AND April 2009 to 31 March 2010 and 1 April 2010 to 31
includes a prospective consolidated statement of -ARCH4HEPROSPECTIVElNANCIALSTATEMENTS
COMPREHENSIVEINCOME STATEMENTOFlNANCIAL for the year ended 31 March 2010 include eleven
position, statement of movements in equity and months actual results to February 2010 and one
STATEMENTOFCASHmOWS PREPAREDINACCORDANCE month forecast.
with Financial Reporting Standard 42:
Prospective Financial Statements (FRS-42). Also There is no present intention to update the
included are assumptions for the prospective PROSPECTIVElNANCIALSTATEMENTSORTOPUBLISH
lNANCIALINFORMATIONANDACCOUNTINGPOLICIES PROSPECTIVElNANCIALSTATEMENTSINTHEFUTURE
Investors must consider the assumptions
4HEPROSPECTIVElNANCIALSTATEMENTSINCLUDING in order to fully understand the prospective
the assumptions on which they are based, are lNANCIALSTATEMENTS4HE'ROUPWILLREPORT
the responsibility of, and have been prepared, ACTUALlNANCIALRESULTSAGAINSTTHEPROSPECTIVE
by the Directors. The Directors have given due lNANCIALSTATEMENTSINACCORDANCEWITH
care and attention to the preparation of the generally accepted accounting principles in the
PROSPECTIVElNANCIALSTATEMENTS INCLUDINGTHE -ARCHANDlNANCIALSTATEMENTSAND
underlying assumptions. will provide that information to Shareholders on
request under section 54B of the Securities Act
Forecasts by their nature are inherently and regulation 44 of the Securities Regulations.
uncertain. They are predictions of future events
which cannot be assured. They involve risks and
uncertainties, many of which are beyond the
control of Ecoya. These risks and uncertainties
include, but are not limited to, the non-
occurrence of anticipated events or alternatively
events occurring that were not anticipated.
6ARIOUSRISKFACTORSANDTHEMANAGEMENTOF
THOSERISKSSEE3ECTIONh!NSWERSTO)MPORTANT
1UESTIONSvOFTHIS/FFER$OCUMENT MAY

ecoya: INmUENCETHESUCCESSOFTHE'ROUPSBUSINESS
Accordingly, actual results will vary from the
PROSPECTIVElNANCIALINFORMATION ANDTHESE

High margin category


VARIATIONSMAYBESIGNIlCANTLYMOREORLESS
favourable. Therefore, the Directors cannot
and do not guarantee the achievement of their
lNANCIALFORECASTS
66 67
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

Consolidated Prospective Statement of Comprehensive Income Consolidated Prospective Statement of Movements in Equity
For the year ending 31 March For the year ending 31 March

2010 2011
For the period ending 31 March 2010
nz$000 nz$000
attributable to equity holders of ecoya limited
revenue     share capital accumulated losses other reserves minority interest total equity
nz$000 nz$000 nz$000 nz$000 nz$000
cost of sales   (4,086)
balance 1 april 2009 - (645) 71 (174) (748)
gross profit 1,208  
loss for the period - (1,824) - (433)  
foreign currency
translation - - (49) 3 (46)

expenses total comprehensive


income - (1,824) (49) (430) (2,303)
distribution (303) (545)
issue of
ordinary shares
sales & marketing (1,646) (3,935)
for cash   - - -  
administration (1,565) (4,164)
capitalisation of
2,999 - - - 2,999
depreciation and amortisation (60) (88) related party loan
acquisition of
ipo expenses - (416) further investment 2,258 (2,258) - - -
in subsidiary
finance income - net 110 
share issue cost (5) - - - (5)
(3,464) (9,101) acquisition of
minority interest - (604) - 604 -

(loss) / profit before income tax (2,256) (5,226) balance at


6,727 (5,331) 22 - 1,418
31 march 2010
income tax expense - -
(loss) / profit for the year (2,256) (5,226) For the year ending 31 March 2011
attributable to equity holders of ecoya limited
share capital accumulated losses other reserves minority interest total equity
other comprehensive income: nz$000 nz$000 nz$000 nz$000 nz$000

foreign currency translation (46) 81 balance 1 april 2010 6,727 (5,331) 22 - 1,418

total comprehensive income for the period (2,302) (5,145)


loss for the period - (5,226) - - (5,226)
foreign currency
translation - - 81 - 81
(loss) for the year attributable to:
total comprehensive
income - (5,226) 81 - (5,145)
equity holders of ecoya limited (1,823) (5,226)
minority interests (433) - share entitlement
reserve - - 242 - 242
(2,256) (5,226)     323 - (3,485)
issue of
ordinary shares
total comprehensive income attributable to:
for cash 10,000 - - - 10,000
equity holders of ecoya limited   (5,145) share issue cost (810) - - - (810)
minority interests (430) -
balance at
(2,302) (5,145) 31 march 2010 15,917 (10,557) 345 - 5,705
68 69
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

Consolidated Prospective Statement of Financial Position Consolidated Prospective Statement of Cash Flows
As at 31 March For the year ending 31 March

2010 2011 2010 2011


ASSETS nz$000 nz$000 nz$000 nz$000

cash flows from operating activities

current assets receipts from customers


(inclusive of goods and services)    
cash and cash equivalents 130 2,049
payments to suppliers and employees
trade and other receivables     (inclusive of gst) (5,960) (12,610)

inventories  1,605 interest received - 165


total current assets 2,184 5,232 interest paid (8) -
net cash inflow / (outflow) from operating activities (2,661) (4,931)
non-current assets

plant and equipment  1,231 cash flows from investing activities

intangible assets 1,118   payments for plant and equipment (226) (921)
total non-current assets 1,688 2,304 payments for intangible assets (32) -

total assets 3,872 7,536 net cash inflow / (outflow) from investing activities (258) (921)

current liabilities cash flows from financing activities

trade and other payables 1,422 1,800 proceeds from bank borrowings 1,000 (1,000)
interest bearing liabilities 1,032 31 repayments on finance lease (11) -
non-interest bearing liabilities - - loan received from related party - net  -
total current liabilities 2,454 1,831 net proceeds from issue of shares    
net cash inflow / (outflow) from financing activities 3,030 7,774
total liabilities 2,454 1,831
net (liabilities) / assets 1,418 5,705 net increase / (decrease) in cash and cash equivalents 111 1,922
cash and cash equivalents
at the beginning of the period 18 130
equity
exchange gains on cash and cash equivalents 1 (3)
contributed equity    
cash and cash equivalents at end of period 130 2,049
reserves 22 345
(accumulated losses) / retained earnings (5,331)  
1,418 5,705

equity attributable to equity holders of ecoya limited 1,418 5,705

minority interest - -
total equity 1,418 5,705
70 71
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

5.2 Assumptions 4. Industry conditions B SPECIFIC ASSUMPTIONS Share option schemes

The principal assumptions on which the There will be no material change in the 10. Accounting Policies HE'ROUPINTENDSTOOPERATEDIRECTORSAND
4
PROSPECTIVElNANCIALSTATEMENTSAREBASED general industry structure, third party senior employee share option schemes.
are summarised below and should be read in relationships or employee environments. HE'ROUPSACCOUNTINGPOLICIESWILLREMAIN
4 The fair value of the director and employee
conjunction with the other information in this consistent throughout the period covered by SERVICESRECEIVEDINEXCHANGEFORTHE
Offer Document (including, in particular, the 5. Taxation THEPROSPECTIVElNANCIALSTATEMENTS EXCEPT grant of the options in respect of shares
information under the heading “What are my for the new policies discussed below. It is also INTHE'ROUPISRECOGNISEDASANEXPENSE
risks?” on pages 96 to 100). There will be no material change to the assumed there will be no material change in 4HETOTALAMOUNTTOBEEXPENSEDOVERTHE
)NCOME4AXOR'OODSAND3ERVICES4AX .EW:EALAND'ENERALLY!CCEPTED!CCOUNTING vesting period is determined by reference
4HEPROSPECTIVElNANCIALSTATEMENTSCOMPLY regime in New Zealand, Australia or any 0RACTICEDURINGTHISPERIOD4HE'ROUPS to the fair value of the options granted.
with FRS-42 and assume the following during other country where Ecoya operates or sells EXISTINGACCOUNTINGPOLICIESARESETOUTINTHE
THEPERIODSOFTHEPROSPECTIVElNANCIAL its products, including no change to the HISTORICALlNANCIALSTATEMENTSFORTHEPERIOD At each balance sheet date, the entity
statements: CORPORATETAXRATESINTHOSECOUNTRIES to 31 March 2009 included in the Prospectus. will revise its estimates of the number
OFOPTIONSTHATAREEXPECTEDTOBECOME
A GENERAL ASSUMPTIONS 6. Management of Ecoya In addition to those accounting policies EXERCISABLE)TWILLRECOGNISETHEIMPACTOF
the group intends to adopt the following the revision of original estimates, if any, in
1. Economic environment No key directors, personnel or consultants accounting policies. the statement of comprehensive income,
will leave Ecoya, and management resources with a corresponding adjustment to equity
There will be no material change in the WILLBESUFlCIENTFOR%COYASREQUIREMENTS Share Capital over the remaining vesting period.
general economic environments in which
Ecoya operates or sells its products. 7. Operating environment Ordinary share capital is recognised
at the fair value of the consideration
2. Political, legislative and There will be no material costs received by the Company. Transaction
regulatory environment incurred through either industrial costs related to the listing of new shares
or contractual disputes. ANDTHESIMULTANEOUSLISTINGOFEXISTING
There will be no material change to shares are allocated to those transactions
the political, legislative or regulatory 8. Disruption to operations on a proportional basis. Transaction costs
environments in which Ecoya operates or RELATINGTOTHELISTINGOFEXISTINGSHARES
sells its products. There will be no material disruption to are not considered costs of an equity
operations, including through natural instrument as no equity instrument
3. Competitive environment DISASTERS lRESOREXPLOSIONSORTHROUGH is issued, and consequently costs are
NORMALHAZARDSASSOCIATEDWITH%COYAS RECOGNISEDASANEXPENSEINTHE)NCOME
There will be no material change to the activities (including disruptions to or Statement when incurred. Transaction
competitive markets in which Ecoya AFFECTINGANYOF%COYASKEYCLIENTS  costs related to the issue of new share
operates or sells its products, and there capital are recognised directly in equity as a
will be no material change in competitor 9. Key customers / suppliers reduction of the share proceeds received.
activity. No new entrants will materially
change the competitive environment. There will be no loss of key customers
or suppliers.
72 73
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

products. Investment will continue through New Zealand


The Group’s forecast revenue &9ANDTHE#OMPANYEXPECTSSAMESTORE
sales to increase as a result of this new Ecoya entered into a new distribution
2010 2011 investment. The Company has forecast to arrangement in New Zealand in August
actual prospective prospective prospective INCREASEITSSELLINGPRICEBYIN!USTRALIA 2009 and hired a permanent employee. The
6 month 6 month 6 month 6 month in June 2010 which will also contribute to the New Zealand distributor contract is non
period ended period ending period ending period ending
30/09/09 31/03/10 total 30/09/10 31/03/11 total
increase in revenue. Ecoya launched the new EXCLUSIVEANDCANBETERMINATEDBYEITHER
nz$000 nz$000 nz$000 nz$000 nz$000 nz$000
packaging and pricing at a recent trade show party giving 3 months notice. Revenue
in Australia and received positive feedback. GROWTHISEXPECTEDBYINCREASINGTHE
australia 1,498 2,154 3,652 2,682 3,223 5,905 amount of retail outlets; increasing same
Geographic Expansion store sales and introducing new products.
new zealand 81 156  235 586 821 4HEMAJORITYOF%COYASSALESCURRENTLY
come from Melbourne and Sydney. During Retail Outlets
rest of world - 28 28 293 942 1,235 the plan period Ecoya intends to grow Ecoya intends to grow its retail reach
revenue in these cities and other Australian geographically throughout New Zealand
cities through additional investment in with increased focus on areas outside
  2,338   3,210    
sales people, marketing and branding. At Auckland and Wellington where the
28 February 2010 Ecoya had 10 full time MAJORITYOF%COYASSALESCURRENTLYOCCUR
11. Revenue equivalent employees in the sales team
China and this is forecast to grow to 16 full time Part of the strategy to increase retail outlets
HE'ROUPSFORECASTREVENUEISSETOUTIN
4 The sales prices are based on the current equivalent employees by March 2011. The will be to target larger retail chains.
the table above. CONTRACTEDPRICEWITH%COYAS#HINESE increases in marketing and branding costs
distributors. In conjunction with the are set out in section 13 below. Same Store Sales
Sales Price Assumptions launch of new packaging, the Company has Ecoya intends to grow same store sales
FORECASTTOINCREASETHATPRICESBYON HEINCREASEINSALESOFEXISTINGPRODUCTS
4 through the roll out of new packaging in
The Company has assumed selling prices in average in September 2010. through new packaging and the June 2010.
each market on the following basis: GEOGRAPHICALEXPANSIONANDTHEINCREASEIN
USA revenue from the price increases discussed New Products
Australia The USA sales price is based on pricing that above are together forecast to increase The New Zealand distributor currently
The 2010 sales prices are based on the current was presented at the latest trade show in revenue by $1,558,000. STOCKSlVEOF%COYASHOMEFRAGRANCE
customer list price. In conjunction with the New York. Ecoya received positive feedback products. During the 2011 year Ecoya
launch of new packaging, the Company has in respect to both the product and prices at New Products intends to roll out the body and bath
forecast to increase the customer list prices the New York trade show. Ecoya has developed new products in both RANGEIN.EW:EALAND THEEXTENDEDTHE
BYONAVERAGEIN*UNE the home fragrance and body and bath home fragrance range and launch the new
Australia CATEGORIES)TEXPECTSTOINTRODUCETHESE premium range. New revenue of $220,000
New Zealand new products in the prospective period. ISEXPECTEDFROMTHESEPRODUCTSIN
The sales prices are based on the current EVENUEGROWTHIN!USTRALIAISEXPECTEDTO
2 New revenue of $694,000 is forecast from
CONTRACTEDPRICEWITH%COYAS.EW:EALAND be derived from a number of sources: these products in 2011. Included in the new Rest of World
distributor. In conjunction with the launch products category is a premium range.
of new packaging, the Company has Existing Products Ecoya intends to launch the premium range COYAATTENDEDTHE.EW9ORK'IFTFAIRIN
%
forecast to increase the contract price by Through FY10 Ecoya has invested in new in Australia in August 2010. February 2010 and has received positive
ONAVERAGEIN*UNE marketing branding and packaging of its interest and feedback for the selected
74 75
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

PRODUCTS%COYAEXPECTSTOMAKEITSlRST It is assumed these unit cost reductions will


USA sales in May 2010 and has forecast take place in June and July 2010. Operating Expenditure
to employ a full time person in the USA
from May 2010 and is in discussions with a 13. Gross margin 2010 2011
number of potential agents.
ROSS-ARGINISFORECASTTOBEIN
'
audit, accounting, legal & shareholder expenses 161 433
Ecoya retailers currently sell product in ANDTOINCREASETOIN consulting fees 238 
Shanghai, China through a distributor.
distribution expenses 302 545
Ecoya intends on investing further in The increase between 2010 and 2011 is
this relationship to grow sales in China. predominantly the result of margin marketing and branding expenses  2,155
Ecoya supplies product to the Chinese improvements achieved up to the February other general and administrative expenses 462 
distributor under the terms of an import 2010 and two further factors:
and distribution agreement entered into salaries & wages 1,169  
IN!PRILANDEXPIRINGIN!PRIL Selling Price travel & accommodation 315 421
The contract has a right of renewal for two
ipo expenses - 416
years subject to the distributor meeting NINCREASEINSELLINGPRICEINALLOF%COYAS
!
certain performance criteria. markets as a result of investment in new finance income - net (110) 
products, branding and packaging. The
3,464 9,101
Ecoya has also had enquiries from other WHOLESALESELLINGPRICEINCREASEISEXPECTED
potential customers throughout the to occur in June 2010. The weighted average
Asian region. SELLINGPRICEINCREASEACROSS%COYAS
EXISTINGMARKETSISEXPECTEDTOBE
The Company has forecast sales into the 14. Operating expenditure iv. Consulting fees relate to services provided
5+TOCOMMENCEIN.OVEMBERANDHAS On a weighted average basis the increase by Paunui (a company associated with
FORECASTTOEMPLOYA5+BASEDSALESAGENT INSELLINGPRICEISEXPECTEDTODELIVERA HE#OMPANYSFORECASTTOTALOPERATING
4 shareholder Craig Schweighoffer) and
from July 2010. gross margin improvement of 8 percentage EXPENDITUREISSETOUTINTHETABLEABOVE The Bakery has agreed in agreements with
points in June 2010. each of these parties. The consulting fee
12. Cost of Goods i. Audit, accounting, legal and paid to The Business Bakery LP is for the
Cost of Goods Sold Savings SHAREHOLDERCOSTSAREBASEDONEXTERNAL PROVISIONOFSERVICESPROVIDEDBY'EOFF
The calculation of cost of goods sold has been and Company estimates of these 2OSS 'RANT"AKERAND3TEPHEN3INCLAIR
BASEDON%COYASCURRENTMANUFACTURING As discussed in section 12, the Company services during the prospective period.
bill of materials allocation and an allocation EXPECTSCOSTOFGOODSSAVINGSINRESPECTOF v. 4
HEMARKETINGANDBRANDEXPENSES
of factory, rent and depreciation. The three products. ii. The Directors fees are fees to be paid to INCLUDEEXPENDITURERELATINGTO
components of the bill of materials have the three Independent Directors. tradeshows, design and production,
been calculated using the prices that On a weighted average basis these cost brochures and merchandising items,
Ecoya currently pays to its suppliers of raw SAVINGSAREEXPECTEDTODELIVERAGROSS iii. $
ISTRIBUTIONEXPENSESRELATETOTHE new product design, samples, public
materials and to its factory employees. margin improvement of 6 percentage freight and logistics costs associated relations, website development and a
Ecoya has assumed that the cost of goods points in June 2010. WITHDELIVERINGPRODUCTTO%COYAS provision for write off of old packaging in
sold per unit will remain constant with the customers. This cost is calculated as a preparation for launch of the new range.
EXCEPTIONOFTHREEPRODUCTS4HEUNITCOSTOF percentage of sales in accordance with These estimates are based on historical
THESETHREEPRODUCTSWILLREDUCEBETWEEN section 15 below. pricing from Company suppliers and the
ANDASARESULTOFBETTERBUYINGTERMS #OMPANYSEXPECTATIONOFFUTURECOSTS
76 77
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

Salary and wage expenses Distribution expenses

existing expected at 31 march 2011 2010 2011

australian sales 10 16 australia  


usa - 1 new zealand  
uk - 1 usa n/a 
new market development - 1 rest of the world  
accounting and administration 5 10

vi. Other general and administrative vii. Travel and accommodation includes the 15. Distribution Expenses 16. Capital expenditure and Depreciation
EXPENSESINCLUDEALLOTHEREXPENSESNOT cost of travel required to develop new
SPECIlCALLYCATEGORISED ANDEXISTINGINTERNATIONALMARKETS THE ISTRIBUTIONEXPENSESAREFORECASTAS
$ During the 2011 year Ecoya is considering
cost of internal travel within a market follows during the relevant periods as a moving into larger premises. The rent
vii. 4HESALARYANDWAGESEXPENSESINCLUDE and a provision for Directors to travel to percentage of sales. EXPENSEHASBEENADJUSTEDUPWARDSTO
non factory full time equivalent attend Board Meetings in both Australia REmECTTHISMOVEANDISBASEDONCURRENT
employees at 31 March 2010 of 15 that will and New Zealand. Australia and New Zealand distribution market rental estimates.
grow to 28 by 31 March 2011. The increase COSTSAREBASEDONACTUALEXPENDITURE
in head count is assumed as above. A provision for Doubtful Debts has been during 2010 and estimates in 2011 based on COYAHASFORECASTTOEXPANDITSCANDLE
%
ASSUMEDASOFSALESANDHASBEEN 2010 supplier rates. All other markets are making production facility during the
Also included within salaries & wages BASEDONTHE#OMPANYSASSESSMENTOFITS BASEDONESTIMATESPROVIDEDBY%COYAS prospective period.
ISANON CASHEXPENSERELATEDTOTHE EXISTINGBADDEBTCOST freight forwarder.
recognition of the fair value of the A total of $921,000 is included in the
options to purchase 1,350,000 shares PROSPECTIVEPERIODASCAPITALEXPENDITURE
as part of the director and employee relating to the new premises and new
share purchase scheme over the vesting production equipment. The cost of the
period of the scheme. The fair value has new production equipment is based on
been calculated using the Black Scholes estimates previously provided to Ecoya by a
pricing model which calculates the value manufacturer of candle making equipment
of the shares provided under the scheme ANDANEXTRAPOLATIONOFTHESEESTIMATESBY
at 66 cents per share. This value will the Company.
BEEXPENSEDOVERATHREEYEARPERIODIN
accordance with the accounting policy
which is intended to be adopted as set
out in section 10. The amount to be
EXPENSEDINTHEYEARENDING-ARCH
is $242,000.
78 79
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

Depreciation Rates Exchange Rates

rate dv 31 / 03 / 10 31 / 03 / 11

plant and equipment   average annual rate spot rate at year end average and spot rate

office furniture and equipment   nzd / aud   0.80
motor vehicle 

Depreciation rates adopted in the It is assumed that the proceeds of the Offer 20. Exchange rates 22. Working Capital
prospective period are as above: will be used to: further develop branding,
packaging, increase marketing activity, HE'ROUPHASUSEDTHEABOVECURRENCY
4 It is assumed that the net working capital
17. Dividends invest in additional sales people, repay rates in the prospective period; days at 31 March 2010 and 31 March 2011
EXISTINGDEBT EXPANDTHEPRODUCTIONFACILITY will be broadly similar and that the total
No dividends will be paid in the and fund working capital requirements. The rates are based on an average of the balance will increase due to the increase
prospective period. forecast rates published by four New in sales over the two periods. In relation to
The capital raising proceeds will be held Zealand trading banks at the date of this the individual working capital components
18. Capital raising on call pending use. An interest rate Offer Document. (payables, receivables and inventory):
OFHASBEENASSUMED)THASALSOBEEN the payables and receivables balances
It is assumed that the offer will be taken assumed that cash balances during the The forecasts use a rate of .85 to convert are based on assumptions regarding
up in full (with no oversubscriptions) and YEARWILLEARNINTERESTATARATEOF transactions in US dollars to Australian the date of collection of receipts from
$10 million will be received from the issue DOLLARS4HE'ROUPINTENDSTOHEDGEITS sales and payments for purchases based
OF3HARESAND7ARRANTS4HE'ROUPWILL 19. Debt FOREIGNEXCHANGEEXPOSUREINRESPECTOF on the terms of trade and the current
pay costs directly attributable to the Offer RAWMATERIALPURCHASESUSINGSIXMONTHLY EXPERIENCEINTHETIMINGOFRECEIPTSAND
of $1,226,000. Of this amount $810,000 Ecoya currently has debt of $1 million ROLLINGFORWARDEXCHANGECONTRACTS payments; while the inventory balance is
will be accounted for as a reduction in provided by the Bank of New Zealand. based on an assessment of likely balances
EQUITYAND WILLBEEXPENSEDTO The balance is forecast to remain the 21. Taxation CONSIDERINGEXPECTEDPRODUCTIONLEVELS
the Income Statement in accordance with same at 31 March 2010. The debt will be ANDINVENTORYTARGETSOFAPPROXIMATELYTWO
the intended accounting policy set out in provided from the Bank of New Zealand. ) TIS%COYASVIEWTHATSHAREHOLDER months of sales. In line with a change in
paragraph 10. The anticipated IPO costs It is anticipated that this debt will be CONTINUITY INRELATIONTOTHETAXLOSSCARRY CUSTOMERPROlLEASREVENUEINCREASESMORE
are based on estimates received from the repaid from the capital raising proceeds. FORWARDPROVISIONSOFTHEINCOMETAX FAVOURABLECOLLECTIONTERMSAREEXPECTED
#OMPANYSPROFESSIONALADVISORSANDOTHER legislation, will not be breached during the
EXTERNALSUPPLIERS4HE)0/COSTSHAVEBEEN PROSPECTIVEPERIOD!SSUCH TAXLOSSESWILL 23. Intangible Assets
calculated based on a capital raising of $10 be available to be carried forward. Ecoya
million. Any increase or reduction in the HASNOTRECOGNISEDTHETAXBENElTOFLOSSES It is assumed that there is no impairment
amount raised will require an adjustment INTHEPROSPECTIVElNANCIALSTATEMENTS to the carrying value of goodwill.
to brokerage and investment banking fees.
80 Fragranced oil and natural 81
Ecoya Limited Share Offer diffuser reeds with glass Ecoya Limited Share Offer
25 March 2010 25 March 2010
decanter, Lotus Flower
Prospective Financial Information Prospective Financial Information
fragranced Hand & Body
Wash with botanical
cleansers, and Sweet Pea and
Jasmine fragranced soap rich
in natural oils.

24. Group Sensitivity Analysis Sales volumes

4HEPROSPECTIVElNANCIALSTATEMENTSFORTHE HE'ROUPISINTENDINGTOLAUNCHA
4
year ending 31 March 2011 are sensitive to number of new products and enter new
variations in certain assumptions used in markets during the prospective period.
their preparation. A summary of the likely The success of these actions may be varied.
effect variations to certain assumptions may The sensitivity analysis table on page 82
HAVEONTHEPROSPECTIVElNANCIALSTATEMENTS shows the estimated impact of a change in
is detailed on page 82. The sensitivities SALESVOLUMES ASSUMINGTHEPRODUCTMIX
FOREACHASSUMPTIONFORTHE'ROUPARENOT is unchanged.
intended to be indicative or predictive of the
possible range of outcomes. The gross profit percentage

Care should be taken in interpreting the HEGROSSPROlTPERCENTAGEISINmUENCED


4
information set out on page 82. Each by sales prices, costs of materials and
movement in an assumption is treated LABOUR THEMIXOFPRODUCTSSOLDANDTHE
in isolation from possible movements in MIXOFCUSTOMERSANDMARKETSINWHICH
other assumptions, which is not likely to those products are sold. The sensitivity
be the case. Movements in one assumption analysis table on page 82 shows the
may have offsetting or compounding estimated impact on net loss before
effects on other variables, the impact of INCOMETAXOFACHANGEINTHEGROSSPROlT
WHICHISNOTREmECTEDINTHE0ROSPECTIVE percentage that may eventuate from any
Financial Statements. In addition, it is one or combination of these factors.
possible that more than one assumption
may move at any point in time, giving rise
TOCUMULATIVEEFFECTS WHICHISNOTREmECTED
in the Prospective Financial Statements.

The three factors that are considered to


HAVETHEMOSTSIGNIlCANTPOTENTIALIMPACT
ONPROJECTEDlNANCIALPERFORMANCEOFTHE
'ROUPARE
82 83
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Prospective Financial Information Prospective Financial Information

Impact on the expected net loss before income tax Summary forecast cash balances at the minimum offer amount

impact on the net loss before income tax $000 minimum target maximum
of a change relative to the prospective financial statements
for the year ending 31 march 2011 capital raised under the offer 9,000 10,000 13,000
movement in sales volume     forecast cash balance at 31 march 2011 1,040 2,049  

($430,000) ($215,000) $215,000 $430,000


movement in gross profit percentage -4.0ppt -2.0ppt +2.0ppt +4.0ppt
The table above summarises the forecast
($318,000) ($159,000) $159,000 $318,000
cash balances at the minimum offer
movement in nz dollar amount, target offer amount and assuming
against all other currencies    
the Offer receives oversubscriptions of
($312,000) ($156,000) $156,000 $312,000 MILLIONTHEMAXIMUMAMOUNT 4HIS
sensitivity takes into account changes in
OFFEREXPENSESANDINTERESTEARNEDONCASH
balances, but does not consider what other
Exchange rates The amount of capital raised from this offer changes may be made to actions within the
business, as discussed above.
HEEXCHANGERATEASSUMPTIONSARESETOUT
4 In addition to the sensitivities described
INPOINT)FTHEEXCHANGERATESCHANGE ABOVETHECASHPOSITIONOFTHE'ROUPIS Investors should also refer to the discussion
then this will affect the cost of materials, sensitive to the amount of capital raised on of these factors set out under the heading
the value of sales in foreign markets and listing. Should the amount of capital raised “What are my risks” on pages 96 to 100.
the translation of the Australian results differ from the $10 million currently assumed
into New Zealand dollars. The sensitivity then Ecoya will take appropriate actions to
analysis table above shows the estimated adjust its investment in sales and marketing,
impact of a change in the NZ dollar against ANDCONSIDERINGOTHERCASHmOWOPTIONSTO
all other currencies. REmECTTHEREDUCEDAMOUNTOFCASHAVAILABLE
Therefore the underlying assumptions for
HEIMPACTONTHEEXPECTEDNETLOSSBEFORE
4 THEPROSPECTIVElNANCIALSTATEMENTSWILL
INCOMETAXFORTHEYEARENDING-ARCH NEEDTOREmECTTHISALTERNATIVESCENARIO)T
   OFmEXINGTHESALESVOLUMES should be noted that a $1 million reduction
GROSSPROlTPERCENTAGEANDEXCHANGERATES in the capital amount raised would not
are set out in the table above. necessarily relate to a $1 million reduction in
cash due to the actions described previously
and from the reduction in brokerage costs
and transaction success fees; and similarly a
$1 million increase in the capital raised would
not necessarily correspond to a $1 million
increase in cash at the end.
84 85
Ecoya Limited Share Offer 06 SUMMARY HISTORICAL Ecoya Limited Share Offer
25 March 2010 25 March 2010
FINANCIAL INFORMATION
Historic Financial Information Summary Historic
Financial Information

4HESUMMARYlNANCIALSTATEMENTSARETHOSEOF 4HEFULLlNANCIALSTATEMENTSFORTHEYEARENDED
%COYA,IMITEDANDITSSUBSIDIARIESTHEh'ROUPv  31 March 2009 have been audited. The audit
REPORTINRESPECTOFTHElNANCIALSTATEMENTSFOR
Ecoya Limited has designated itself and the the 14 month period ending 31 March 2009 was
'ROUPASPROlT ORIENTEDENTITIESFORTHE QUALIlEDINRESPECTOFTHECOUNTINGOFPHYSICAL
PURPOSESOF.:'!!0 inventory relating to the inventory acquired
with Ecoya Pty Limited in March 2008 or the
4HESUMMARYlNANCIALSTATEMENTSHAVEBEEN closing inventory at 31 March 2009 and the
prepared in accordance with New Zealand auditors were unable to satisfy themselves as to
Financial Reporting Standard No. 43. the inventory balance by other audit procedures,
as PricewaterhouseCoopers were not appointed
4HESUMMARYlNANCIALSTATEMENTSHAVEBEEN as auditors of the Company until November
EXTRACTEDFROMTHEFULLlNANCIALSTATEMENTSSET 2009. Any misstatement of the inventory
out in the Prospectus. BALANCEATTHESEDATESWOULDAFFECTTHE'ROUP
results for the period ended 31 March 2009 and
4HEFULLlNANCIALSTATEMENTSFOR-ARCH the subsequent period.
are in compliance with NZ IFRS. The interim
lNANCIALSTATEMENTSFORTHEPERIODENDED 4HEINTERIMlNANCIALSTATEMENTSFORTHEPERIOD
December 2009 are in compliance with NZ IAS ended 31 December 2009 are unaudited.
34 Interim Financial Reporting.

4HESUMMARYlNANCIALSTATEMENTSWERE
authorised for issue on 24 March 2010 by the Board.

4HEFULLlNANCIALSTATEMENTSFOR-ARCH
were authorised for issue on 24 March 2010 and
for 31 December 2009 on 24 March 2010.

4HESUMMARYlNANCIALSTATEMENTSCANNOTBE
EXPECTEDTOPROVIDEASCOMPLETEANUNDERSTANDING

ecoya: ASPROVIDEDBYTHEFULLlNANCIALSTATEMENTS

#OPIESOFTHEFULLlNANCIALSTATEMENTSARE
included in the Prospectus or can be obtained on

Australasian origins request from the Company.

and provenance
86 87
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Historic Financial Information Summary Historic
Financial Information

Statement of Comprehensive Income Statement of Movements in Equity


For the 14 months ended 31 March 2009
attributable to equity holders of ecoya limited
14 months ended 9 months ended
31 march 2009 31 december 2009
(audited) (unaudited) share capital accumulated losses other reserves minority interest total equity
nz$000 nz$000 nz$000 nz$000 nz$000 nz$000 nz$000

revenue 2,349   balance on


incorporation - - - - -
cost of sales   (2,151) 31 january 2008

gross profit 609 927 loss for the period - (645) - (295) (940)

foreign currency
other income 11 - translation - -  1 
other grains (losses) - net (34) -
total comprehensive
income - (645)  (294) (868)

expenses minority interests


arising on business - - - 120 120
distribution (126) (235) combinations

sales & marketing (262) (1,122) balance at


31 march 2009 - (645) 71 (174) (748)
administration (1,156) (1,104)
other (29) -
finance income - net  12

Statement of Movements in Equity


(loss) / profit before income tax (940) (1,522)
For the 9 months ended 31 December 2009
income tax expense - - attributable to equity holders of ecoya limited

(loss) / profit for the year (940) (1,522)


share capital accumulated losses other reserves minority interest total equity
nz$000 nz$000 nz$000 nz$000 nz$000
other comprehensive income
balance 1 april 2009 - (645)   
foreign currency translation - 10
total comprehensive income for the period (940) (1,512)
loss for the period - (1,089) - (433) (1,522)

(loss) for the period attributable to: foreign currency


translation - -  3 10
equity holders of ecoya limited (645) (1,089)
total comprehensive
minority interests (295) (433) income - (1,089)  (430) (1,512)
(940) (1,522)
issue of
ordinary shares   (2,258) - - 4,019

total comprehensive income attributable to:


acquisition of
minority interest - (604) - 604 -
equity holders of ecoya limited (645) (1,082)
minority interests (295) (430) balance at
31 december 2009 6,277 (4,596) 78 - 1,759
(940) (1,512)
88 89
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Historic Financial Information Summary Historic
Financial Information

Statement of Financial Position Statement of Cash Flows

14 months ended 9 months ended


as at 31 march 2009 as at 31 december 2009 31 march 2009 31 december 2009
(audited) (unaudited) nz$000 nz$000
nz$000 nz$000
net cash inflow / (outflow) from operating activities (945) (1,605)
ASSETS

current assets
net cash inflow / (outflow) from investing activities (1,490) (119)
cash and cash equivalents 18 104
trade and other receivables 356 2,046
net cash inflow / (outflow) from financing activities 2,419 1,810
inventories 452 642
total current assets 826  
net (decrease) in cash and cash equivalents (16) 86
cash and cash equivalents at the beginning of the period - 18
non-current assets
exchange gains on cash and cash equivalents 34 -
plant and equipment 468 495
cash and cash equivalents at end of period 18 104
intangible assets   1,095
total non-current assets 1,525 1,590

total assets 2,351 4,382

current liabilities

trade and other payables 480 1,324


interest bearing liabilities 56 1,033
non-interest bearing liabilities 2,563 266
total current liabilities 3,099 2,623

total liabilities 3,099 2,623


net (liabilities)/assets (748) 1,759

equity

contributed equity -  


reserves  
(accumulated losses) / retained earnings (645) (4,596)
(574) 1,759

equity attributable to equity holders of ecoya limited   


minority interest  -
total equity (748) 1,759
90 91
Ecoya Limited Share Offer 07 ANSWERS TO IMPORTANT QUESTIONS Ecoya Limited Share Offer
25 March 2010 25 March 2010
!NSWERSTO)MPORTANT1UESTIONS !NSWERSTO)MPORTANT1UESTIONS

What sort of investment is this? (c) Receive an equal share with other
Shareholders in the distribution of surplus
The Offer assets in any liquidation of Ecoya.

Ecoya is offering 10 million new fully paid (d) Be sent certain Company information.
ordinary shares with the ability to accept
oversubscriptions of up to a further three E %
XERCISETHEOTHERRIGHTSCONFERREDUPONA
million Shares. Full details of the Offer are Shareholder by the Companies Act and the
set out on pages 21 to 26. Constitution.

All Applicants allotted Shares under this Dividends


Offer will be issued one Series 1 Warrant and
one Series 2 Warrant for every four Shares Ecoya does not currently anticipate that it
allotted (up to a total of 3.25 million) Series 1 will pay a dividend for the foreseeable future.
Warrants and 3.25 million Series 2 Warrants &URTHERDETAILSOF%COYASDIVIDENDPOLICYARE
if the Offer is fully subscribed, including set out under the heading “What returns will
oversubscriptions. Any fractional entitlements I get?” on pages 94 to 96.
to Warrants will be disregarded.
Warrants
The Offer Price is NZ$1.00 per Share. The
Warrants to be allotted with Shares will be Each Warrant entitles the holder to subscribe
issued for nil consideration. for and be allotted one ordinary share in the
#OMPANY CREDITEDASFULLYPAID ATANEXERCISE
The terms of the new Shares will be identical price of NZ$1.00 per Warrant. Series 1 Warrants
TOTHETERMSOFTHEEXISTING3HARESANDTHENEW WILLBEEXERCISABLEATANYTIMEBEFOREAlNAL
Shares will rank equally in all respects with the EXERCISEDATEOF$ECEMBERAND3ERIES
EXISTING3HARES 7ARRANTSWILLBEEXERCISABLEATANYTIMEBEFORE
AlNALEXERCISEDATEOF*UNE7ARRANTS
Shares AREEXERCISABLEINMINIMUMAMOUNTSOF
Warrants (unless fewer Warrants are held).
Each Share gives the holder the right to: !NY7ARRANTSWHICHARENOTEXERCISEDONTHEIR
APPLICABLEEXERCISEDATEWILLEXPIRE
(a) Attend and vote at a meeting of Ecoya
including the right to cast one vote per A Warrant does not entitle the holder to:
Share on a poll on any resolution, such as a
resolution to: A V OTEATAMEETINGOF%COYAS3HAREHOLDERS

s A PPOINTORREMOVEA$IRECTORORAUDITOR (b) participate in any dividends declared by


s ADOPT REVOKEORALTER%COYAS the Board; or
Constitution;
s APPROVEAMAJORTRANSACTIONASTHAT (c) participate with any other securities
TERMISDElNEDINTHE#OMPANIES!CT  in the residual assets of Ecoya upon
s APPROVETHEAMALGAMATIONOF%COYAUNDER liquidation of Ecoya.
section 221 of the Companies Act; and

ecoya: s PLACE%COYAINLIQUIDATION

(b) Receive an equal share in any distribution,


Each Warrant does entitle the holder to:

(a) certain information from Ecoya, including

!FFORDABLELUXURY
including dividends, if any, authorised by its annual and half yearly reports and
the Board and declared and paid by Ecoya notices of meeting;
in respect of that Share.
92 93
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
!NSWERSTO)MPORTANT1UESTIONS !NSWERSTO)MPORTANT1UESTIONS

(b) any other rights conferred on Warrant Important information relating to the Shares s A STATEMENTBY%COYATHATTHEPRE The principal activity of Ecoya Limited is
HOLDERSBY%COYASCONSTITUTION THE ISSUEDONEXERCISEOFTHE7ARRANTSINCLUDING conversion statement is not known by that it is a holding company for its operating
Companies Act or the Listing Rules; and their price) and Ecoya will be disclosed in Ecoya, or any Director of Ecoya, to be false subsidiaries, which are involved in selling
accordance with the continuous disclosure or misleading in a material particular by products to customers in the home fragrance
(c) attend (but not vote at) any meetings of the provisions of the Listing Rules. reason of failing to refer, or give proper and body & bath markets. Ecoya Limited
Shareholders of Ecoya. emphasis, to adverse circumstances. commenced business in February 2008, and its
Ecoya will release a pre-conversion statement main operating subsidiary was established in
Each share issued on conversion of a Warrant TOTHEMARKETONTHE.:8ANDON%COYAS Listing on NZX April 2004. Further information in respect of
will rank equally in all respects with the website ( www.ecoya.co.nz) between 5 and 10 the business activities of Ecoya is contained in
EXISTINGFULLYPAIDORDINARYSHARESINTHE working days before the earliest date on which Application has been made to NZX for sections 2 to 4 of this Offer Document
Company at the time of conversion and will THEELECTIONTOEXERCISETHE7ARRANTSMAY permission to list the Shares and Warrants, and
give the holder the rights attaching to the be made or at such other time as permitted all the requirements of NZX relating thereto How much do I pay?
Shares as described in this Offer Document. by New Zealand securities laws. Holders of that can be complied with on or before the
Warrants should consider the pre-conversion date of this Offer Document have been duly The Shares are being offered at the Offer Price
)FBEFORETHEEXERCISEORLAPSEOF7ARRANTS statement, the market price of the Shares to complied with. However, NZX accepts no of NZ$1.00 per Share. The Warrants issued with
the Company makes a pro-rata rights issue BEISSUEDONEXERCISEOFTHE7ARRANTS ANDALL responsibility for any statement in this Offer the Shares will be allotted for nil consideration.
TOHOLDERSOFTHE#OMPANYSSHARESTHE other information made available concerning Document. Initial quotation of the Shares and 4HE7ARRANTSCANBEEXERCISEDINACCORDANCEWITH
RELEVANTEXERCISEPRICEWILLBEREDUCEDBYTHE the Shares and Ecoya, before an election to Warrants on the NZSX, under the symbols their terms as set out on pages 91 to 93 at NZ$1.00.
Board according to the formula prescribed EXERCISETHE7ARRANTSISMADE ECO, ECOWA and ECOWB respectively, is
BY,ISTING2ULEB SOASTOTAKEINTO anticipated to occur on 3 May 2010. NZX is Applications to subscribe for Shares must be
account the market price for the shares and The pre-conversion statement will contain the AREGISTEREDEXCHANGEREGULATEDUNDERTHE made on the Application Form in accordance
the subscription price for the shares under the following information: Securities Markets Act. with the instructions set out below in this
rights issue, and there will be no change in the Offer Document and on the page preceding
number of shares to which a Warrant holder is s A STATEMENTTOTHEEFFECTTHATTHEPURPOSE While Ecoya is listed, its Constitution is the Application Form. Applications under the
ENTITLEDUPONEXERCISEOFHISORHER7ARRANTS of the pre-conversion statement is to deemed to incorporate all provisions of the Offer must be made for a minimum amount
assist registered holders of convertible NZSX Listing Rules required to be contained or of NZ$1,000 or A$800 Shares and thereafter
)FBEFORETHEEXERCISEORLAPSEOFTHE7ARRANTS securities to decide whether to elect to incorporated in its constitution. For so long as in multiples of NZ$500 or A$400.
Ecoya makes a pro-rata bonus issue of ordinary convert those securities; its Shares and Warrants are listed on the NZSX,
SHARESOROTHERSECURITIESTOEXISTINGSHAREHOLDERS Ecoya must comply with the Listing Rules as Applications must be accompanied by
(other than an issue in lieu of dividends) shares s A DESCRIPTIONOFANYADVERSECIRCUMSTANCES amended from time to time. payment in full for the total number of Shares
or securities will be reserved for issue to Warrant (whenever they occurred) that make the applied for at the Offer Price of NZ$1.00 per
HOLDERSONTHEDATETHE7ARRANTHOLDEREXERCISES investment statement false or misleading Who is involved in providing it for me? Share. Payment may be made in either New
the Warrant. Bonus securities will be reserved on in a material particular by reason of failing Zealand dollars or Australian dollars.
the basis that each Warrant held on the relevant to refer, or give proper emphasis, to those Ecoya Limited is the issuer of the Shares. Ecoya Cheques for New Zealand dollar payments
date of entitlement was one ordinary share in circumstances; CANBECONTACTEDATITSREGISTEREDOFlCE WHICH must be drawn on a registered New Zealand
Ecoya. In the event that a Warrant holder does is located at: bank, must be crossed “Not Transferable”
NOTEXERCISEA7ARRANTHELD THE7ARRANTHOLDERS s A DESCRIPTIONOFTHEEFFECTOFANYADVERSE and should be made payable to “Ecoya IPO”.
right to the bonus shares and securities will lapse. CIRCUMSTANCES TOTHEEXTENTTHATTHEEFFECT c/-Chapman Tripp
can be assessed, or, where the effect of the Level 35, ANZ Centre Cheques for Australian dollar payments must
)FBEFORETHEEXERCISEORLAPSEOFTHE7ARRANTS adverse circumstances cannot be assessed, 23-29 Albert Street be drawn on a registered Australian bank, must
there is a consolidation or subdivision or similar a statement to that effect; Auckland 1140. be crossed “Not Transferable” and should be
proportionate reconstruction of the Shares in the made payable to “Ecoya IPO”. Any payments
#OMPANY THENUMBEROF3HARESISSUEDONEXERCISE s A LISTOFANYOTHERDOCUMENTSTHATARE IN The directors of Ecoya as at the date of this in Australian dollars will be converted into
of the Warrants will be consolidated or subdivided the opinion of Ecoya, relevant to a decision /FFER$OCUMENTARE'RANT"AKER #OLLETTE the New Zealand dollar equivalent using the
INTHESAMERATIOANDTHEEXERCISEPRICESHALLBE about whether to elect to convert, in which $INNIGAN 2ICH&RANK 2OB&YFE 'EOFF2OSS !USTRALIANDOLLAR.EW:EALANDDOLLAREXCHANGE
amended in inverse proportion to that ratio. case the documents will either be included Craig Schweighoffer and Stephen Sinclair. rate as at 11.10am (NZT) on the day allocations
in the pre-conversion statement or the pre- 4HEYCANBECONTACTEDAT%COYASREGISTERED under the Offer are determined quoted by The
Changes of circumstances occurring between the conversion statement will clearly indicate OFlCEABOVE Reserve Bank of New Zealand, and the number
date of the allotment of the Warrants and the date where those documents may be viewed and of Shares paid for will be calculated as such New
ONWHICHTHE7ARRANTSAREEXERCISEDMAYHAVEA how they may be accessed; and Zealand dollar equivalent divided by the Offer
MATERIALEFFECTONTHE3HARESISSUEDONEXERCISEOF Price (rounded down to the nearest Share).
the Warrants (including their price) or on Ecoya.
94 95
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
!NSWERSTO)MPORTANT1UESTIONS !NSWERSTO)MPORTANT1UESTIONS

New Zealand Applicants must forward their BEARINGAN.:8&IRMSSTAMP.OBROKERAGEWILL described in that section could reduce or $IRECTORS OFlCERS EMPLOYEES CONSULTANTS
completed Application Forms by 5pm (NZT) be paid by Ecoya other than the brokerage fee eliminate the distributions or other returns agents, partners or advisers guarantees the
on 26 April to either: payable to NZX Firms. There will be no brokerage intended to be derived from holding the Shares 3HARES THE7ARRANTSOR%COYASMARKETOR
payable on applications received under the and Warrants. lNANCIALPERFORMANCE
Ecoya IPO Share Offer public pool that do not bear an NZX Firm stamp.
C/- Computershare Investor Services Limited Dividend Policy There can be no guarantee that an active
0/"OX  In addition, First NZ Capital Securities Limited market in the Shares or Warrants will develop
Auckland 1142 and Craigs Investment Partners Limited will The Directors have adopted a policy that or that the market price of the Shares and
New Zealand receive a co-manager fee of $25,000 each in there will not be any dividend payments or Warrants will increase. There may be relatively
respect of the Offer. other distributions made for the foreseeable few or many potential buyers or sellers of the
ORTOAND.:8&IRM INSUFlCIENTTIMEFORTHE future as surplus funds will be retained in Shares and Warrants on the NZSX at any time.
Application Form to reach Computershare no Additionally, First NZ Capital Securities Limited order to capitalise on immediate and future This may increase the volatility of the market
later than 5pm (NZT) on 26 April 2010. and Craigs Investment Partners Limited are growth opportunities. Accordingly, and until price of the Shares and Warrants. It may also
ENTITLEDTOAFEEOFONTHETOTALAMOUNTOF that policy changes, returns on Shares will affect the prevailing market price at which
Australian investors may send their applications bearing their respective NZX Firm be limited to the proceeds of sale or other Shareholders are able to sell their Shares and
Application to stamp if the total amount of their respective disposition of Shares and Warrants. Warrants. This may result in Shareholders
APPLICATIONSEXCEEDS.:MILLION receiving a market price for their Shares that is
Ecoya Ecoya is the entity legally liable to pay any less or more than the price that Shareholders
c/- Computershare Investor Services What returns will I get? dividends or other distributions declared or paid for them.
'0/"OX made on the Shares.
-ELBOURNE6)# Shares If you sell any of your Shares or Warrants, the
Australia Sale of Shares and Warrants purchaser of those Shares will be legally liable to
Returns on the Shares and Warrants may be pay you the sale price of those Shares or Warrants.
Such Applications must be received by by way of capital appreciation (although the 3HAREHOLDERSMAYBENElTFROMANYINCREASEIN
Ecoya by 3pm (AEST) on 26 April 2010. market price of the Shares and/or Warrants may the market price of their Shares and Warrants. Taxation Implications on Returns
Alternatively, Australian investors may send also decline) and any dividends paid and other The price of the Shares and Warrants may rise
their Application to Computershare in New distributions made in respect of the Shares. or fall due to numerous factors, including: .EW:EALANDTAXESMAYAFFECTTHERETURNTO
Zealand, as described above. INVESTORS4HEFOLLOWINGTAXATIONSUMMARY
s 4HEKEYFACTORSTHATDETERMINETHERETURNSARE (a) general economic conditions, including WHICHISBASEDONTAXLEGISLATIONCURRENTASAT
Further information on how to apply for INmATIONRATESANDINTERESTRATES the date of this Offer Document, addresses the
Shares is set out in the section of this Offer s 4HEMARKETPRICEFOR3HARESAND7ARRANTS TAXIMPLICATIONSFORINVESTORSWHOARE.EW
Document entitled “Application Instructions” (b) variations in the local and global market for :EALANDRESIDENTSFOR.EW:EALANDTAXPURPOSES
ONPAGESTO s HE"OARDSDECISIONSINRELATIONTO
4 listed stocks, in general, or for stocks in the and who will hold Shares and Warrants acquired
dividends and other distributions. industry in which Ecoya operates; through the Offer on capital account.
What are the charges?
s %COYASlNANCIALPERFORMANCE (c) changes to government policy, legislation This summary is not intended to be an
Applicants are not required to pay any charges or regulation; authoritative or complete statement of the laws
to Ecoya in relation to the Offer, other than the s !PPLICABLETAXES applicable. Prospective investors are advised
Offer Price of each Share allocated to them. (d) the inclusion or removal of the Shares from to obtain independent professional advice
s 2ESERVESANDRETENTIONS major market indices; relevant to their own particular circumstances
Shares and Warrants purchased or sold on the before investing.
NZSX are likely to attract normal brokerage Nothing contained in this Offer Document (e) the nature of competition in the markets in
fees and charges. should be construed as a promise of which Ecoya operates; and Acquisition of Shares: No stamp duty is payable
PROlTABILITY AND%COYADOESNOTGIVENOR in New Zealand on Share or Warrant transfers
Ecoya will pay all costs associated with the Offer. does any other person give) any guarantee F %COYASGENERALOPERATIONALANDBUSINESS and no notice of such transfers is required
or promise as to the return of capital or the PERFORMANCEANDPROlTABILITYRISKS to be given by a Shareholder to New Zealand
%COYAWILLPAYABROKERAGEFEEOFFOR amount of any returns (including dividends AFFECTING%COYASBUSINESS revenue authorities.
APPLICATIONSRECEIVEDPURSUANTTO.:8lRM and other distributions) in relation to the
allocations under the Offer. Ecoya will pay a Shares or Warrants. The amount of any returns .OASSURANCESCANBEMADETHAT%COYASMARKET Disposal of Shares and Warrants: The New
BROKERAGEFEEOFFORALLOTHERSUCCESSFUL will depend on a number of factors, including performance will not be adversely affected :EALANDTAXSYSTEMDOESNOTCURRENTLYINCLUDE
applications received from NZX Firms in respect those discussed under the heading “What BYANYSUCHMARKETmUCTUATIONSORANYOFTHE ACAPITALGAINSTAX#ONSEQUENTLY WHERETHE
of applications under the NZX allocation pool are my risks?” on pages 96 to 100. The factors above factors. Neither Ecoya, nor any of its disposal of Shares or Warrants does not form
96 97
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
!NSWERSTO)MPORTANT1UESTIONS !NSWERSTO)MPORTANT1UESTIONS

PARTOFAPERSONSBUSINESS AMOUNTSDERIVED What are my risks? )FTHE#OMPANYSOPERATIONALANDlNANCIAL to cover its costs. In other words, Ecoya does not
from the disposal of Shares or Warrants will PERFORMANCEISWORSETHANINVESTORSEXPECT MAKEAPROlTANDISNOTEXPECTEDTODOSOINTHE
generally not be subject to New Zealand Ecoya is an early stage home fragrance the future market price of the Shares and immediate or short term future and is also cash
INCOMETAX(OWEVER THEREAREEXCEPTIONS and body & bath products company with a Warrants may be less than the price paid for mOWNEGATIVE4HERECANBENOCERTAINTYTHAT%COYA
to this where the Shares or Warrants were short operating history. Accordingly, you them and returns on the Shares may be less WILLBEABLETOGENERATEAPROlTINTHELONGTERM
purchased for the purpose of sale or if the should read all the information in this Offer than anticipated.
Shares or Warrants were acquired as part Document, and talk to a qualified adviser that International markets
OFAPROlTMAKINGUNDERTAKINGORSCHEME you trust before deciding whether or not to Investors should be aware that there is no
7HEREONEOFTHESEEXCEPTIONSAPPLIES THE subscribe for Shares in Ecoya under this Offer. guarantee that they will receive the returns Ecoya is engaged in promoting the sale of
gain (or loss) for the Shareholder will be the described in the section “What Returns will I get?” products predominantly in Australia and New
difference between the cost of acquiring the One of the main principles of investing :EALAND ANDINTENDSTOEXPANDITSPRESENCE
Shares or Warrants and the market value of the money is to have a diversified portfolio of If the Company is placed in liquidation, the in those countries and international markets.
consideration received for their disposal. investments. Potential investors should RESIDUALVALUEOFTHE#OMPANYSASSETSMAYNOT The international market and demand for
carefully consider the size of their application BESUFlCIENTFORSHAREHOLDERSTORECEIVETHEFULL %COYASPRODUCTSISUNCERTAIN ANDTHEREISA
'IFTSOF3HARESOR7ARRANTSMADEBYA relative to their other investments. value of their original investment (or there may RISKTHAT%COYAMAYNOTSUCCESSFULLYEXECUTEITS
Shareholder domiciled in New Zealand may be no residual value at all). INTERNATIONALEXPANSIONOBJECTIVES
BESUBJECTTO.EW:EALANDGIFTDUTY'IFT Risks Relating to Shares
DUTYAPPLIESATONTHEEXCESSOFGIFTSOVER Some of the principal risk factors which may New products
 INANYMONTHPERIODANDARISESONA No investment is risk-free and the Shares and affect the ability of investors to recoup their
GRADUATEDSCALETOAMAXIMUMRATEOFOF 7ARRANTSARENOEXCEPTION4HEPRINCIPALRISK INITIALINVESTMENTANDTHE#OMPANYSSHARE Ecoya is developing additional products, and
THEEXCESSAMOUNTOFGIFTSOVER  to investors is that they may not be able to price performance are detailed in this section. anticipates new revenue from those products.
recoup their original investment or they may These risk factors are not the only ones faced There is a risk that Ecoya may not successfully
Dividends: In general, any distribution, NOTRECEIVETHERETURNSTHEYEXPECT4HISCOULD by the Company. There may be additional launch those products and that anticipated
including a cash dividend, by Ecoya in respect happen for a number of reasons, including that: risk factors that the Company is currently revenue may not occur.
OF3HARES OTHERTHANANON TAXABLEBONUS unaware of, or that the Company currently
issue of Shares or a return of capital in certain s HEPRICEATWHICHTHEINVESTORSAREABLETO
4 deems immaterial but which may subsequently New distribution arrangements
circumstances, will be considered a dividend sell their Shares and Warrants is less than become key risk factors for the Company. You
FOR.EW:EALANDTAXPURPOSES$IVIDENDSPAID the price paid for them. should consider these risk factors in conjunction )F%COYAENCOUNTERSDIFlCULTIESINESTABLISHING
by Ecoya to New Zealand resident Shareholders with other information in this Offer Document. distribution networks and sales resources
WILLBESUBJECTTORESIDENTWITHHOLDINGTAX s ) NVESTORSAREUNABLETOSELLTHEIR3HARESOR for its new international markets (or in
ATARATEOFUPTOLESSTHEAMOUNTOFANY Warrants at all – for instance, because the The risk factors described below necessarily MAINTAININGITSEXISTINGNETWORKSAND
imputation credits attached to those dividends. market for them does not develop, becomes include forward-looking statements. Actual resources for its New Zealand and Australian
For dividends paid after 31 March 2010, the ILLIQUIDORCEASESTOEXIST events may be materially different to those markets), this would negatively impact on
MAXIMUMAMOUNTOFIMPUTATIONCREDITSTHAT described below and may therefore affect the Ecoya and its prospects.
MAYBEATTACHEDTOTHEDIVIDENDISEQUALTO s %COYADOESNOTPAYDIVIDENDS Company in a different way.
of the dividend. Any unutilised imputation Consumer demand
CREDITSCANBECREDITEDAGAINSTTAXONOTHER s HEOPERATIONALANDlNANCIALPERFORMANCE
4 Growth company
income of that Shareholder. OF%COYAISWORSETHANEXPECTED %COYASPROSPECTSDEPENDUPONCONTINUING
Ecoya has only been trading since 2004, with a consumer demand for high-to-medium-end
(OWEVER RESIDENTWITHHOLDINGTAXON s COYABECOMESINSOLVENTANDISPLACEDIN
% SIGNIlCANTINCREASEINREVENUESOVERTHELASTTWO home fragrance and body & bath products.
dividends does not need to be accounted receivership or liquidation. years. Whilst revenue growth over the past two 7HILE%COYAHASNOREASONTOEXPECTTHATSUCH
for if the New Zealand resident Shareholder years has been substantial in percentage terms, demand will not continue, there can be no
PRODUCESTO%COYAACURRENTCERTIlCATEOF The Shares issued under the Offer will be fully that increase is from a low base. Therefore, certainty as to future consumer preferences,
EXEMPTIONANDTHECERTIlCATECONTINUESTO paid ordinary shares and Shareholders will REVENUESCANNOTNECESSARILYBEEXPECTEDTO and any change in preferences could adversely
be current at the time the dividend is paid. have no liability to make any further payment increase at the same rate in the future. impact Ecoya and its prospects.
Ecoya will account for resident withholding in respect of their Shares. Warrant holders will
TAXUNLESSITISSATISlEDBYTHE3HAREHOLDER have no liability to make any payment in respect Ecoya intends to focus on growing its business, Ecoya has invested in new branding and
that this is not required by law. Any resident of their Warrants, but must pay the Offer Price INCLUDINGBYEXPANSIONINTONEWMARKETS packaging of its products. As part of the
WITHHOLDINGTAXACCOUNTEDFORINRESPECTOF OF.:PER7ARRANTIFTHEYWISHTOEXERCISE !CCORDINGLY ITEXPECTSTOMAKELOSSESANDHAVE strategy to roll out this new packaging, Ecoya is
a dividend paid to a New Zealand resident their Warrants and subscribe for Shares. NEGATIVECASHmOWINTHESHORTTOMEDIUMTERMAS planning to increase its selling price. Despite the
Shareholder is able to be credited against the ITINVESTSINITSGROWTHANDEXPANSIONINITIATIVES new packaging, there is a risk that the increased
INCOMETAXLIABILITYOFTHAT3HAREHOLDER !TTHISSTAGE %COYASREVENUESARENOTSUFlCIENT sales price will impact consumer demand.
98 99
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
!NSWERSTO)MPORTANT1UESTIONS !NSWERSTO)MPORTANT1UESTIONS

Marketing OFTHE%XECUTIVE$IRECTORS4HELOSSOFONE Cost of goods Exchange rate risk


ORMORE%XECUTIVE$IRECTORSCOULDHAVEAN
The long term success of Ecoya will depend, to adverse effect on Ecoya and its prospects. Ecoya relies upon a number of raw materials in )F%COYAFURTHEREXPANDSINTOINTERNATIONAL
SOMEEXTENT ONITSABILITYTOIDENTIFYANDREACT ORDERTOPRODUCEITSPRODUCTS!NYSIGNIlCANT markets, it will derive some or most of its
to trends in the home fragrance and body & bath Funding increase in the price or reduction in the revenues and costs in those international
products sectors, including its ability to develop availability of those materials could have a MARKETS IMPLYINGSIGNIlCANTEXPOSURETO
and pursue appropriate marketing strategies. Ecoya is forecasting a loss of NZ$2.3 million in MATERIALADVERSEEFFECTON%COYASBUSINESS FOREIGNEXCHANGEMOVEMENTS
the year to 31 March 2010 and a loss of NZ$5.15 There is no certainty that Ecoya could procure
Competitor initiatives million in the year to 31 March 2011 and is alternate materials on favourable terms. Economic conditions
forecasting to have $2.05 million in cash at
The global home fragrances and body & -ARCH%COYASCURRENTINTENTIONISTO Third party dependency !TPRESENT THEGLOBALECONOMYISEXPERIENCING
bath products market is highly competitive. continue to apply funds in order to grow its a wide range of adverse effects from a
!S%COYAEXPANDSINTERNATIONALLY ITWILL business. Funding of this continued growth Ecoya is reliant on a number of contracts or widespread recession and tighter credit
encounter new competition. There is a risk that will be achieved through funds raised from arrangement with third parties who provide markets. A continued and/or prolonged
Ecoya may not be able to compete successfully THIS/FFER THEEXERCISEOF3ERIES7ARRANTSBY essential services on an outsourced basis. deterioration in general market conditions
against its current and/or future competitors. 15 December 2011 and other sources considered These include its contracts or arrangements resulting in reduced or negative growth in the
4HEPOTENTIALRESPONSEOF%COYASCOMPETITORS prudent at the time. Should Ecoya not be able with suppliers, manufacturers of certain markets in which Ecoya operates (or intends
to its product offering, and future products/ to secure additional funding when required, it products, distributors and other agents. to operate), or in reduced demand for home
services, is unknown. may be required to slow its growth investment A failure for any reason by any of these fragrance and/or bath & body products, could
and endeavour to move its activities towards suppliers to provide those services or a failure have a material adverse effect on the revenues,
Management of growth opportunities GENERATINGPROlTSEARLIERTHANANTICIPATED OFTHEIRSYSTEMSMAYADVERSELYAFFECT%COYAS EARNINGSANDORlNANCIALCONDITIONOF%COYA
ability to provide services to its customers.
Ecoya is pursuing substantial growth Intellectual property %COYAISALSOEXPOSEDTOTHERISKTHATTHESE Regulatory environment
INITIATIVES INCLUDINGEXPANSIONINTONEW contracts or arrangements may be terminated
international markets. If Ecoya succeeds %COYASSUCCESSDEPENDSTOASIGNIlCANTEXTENT (lawfully or unlawfully) or may not be renewed. %COYASBUSINESSISREGULATEDIN.EW:EALAND
and its business grows rapidly, its customer on its ability to develop and protect its brand Australia and overseas. It is required to comply
BASEANDTHEOPERATINGCOMPLEXITIESITFACES in New Zealand, Australia and the overseas There is no assurance that Ecoya will be able with a wide range of statutory and regulatory
WILLINCREASE)F%COYASOPERATINGSYSTEMS markets in which it operates. There can be no to maintain its current position with these requirements. A material failure to comply
personnel and other resources are unable to assurance that Ecoya will obtain, or be able to third parties or that it could procure substitute with these requirements could cause material
KEEPPACEWITHSUCHGROWTH %COYASBUSINESS maintain, such protections, or that any such arrangements if the contracts or arrangements DAMAGETO%COYASREPUTATIONANDOREXPOSEIT
OPERATINGRESULTSANDlNANCIALCONDITIONMAY PROTECTIONSWILLBESUFlCIENTTOPROTECT%COYAS were terminated. TOTHERISKOFlNANCIALOROTHERPENALTIES
be materially adversely affected. intellectual brand property.
Disruption to manufacturing facilities Alternatively, the introduction of new, or the
Key sales channels There can be no assurance that third parties VARIATIONOFEXISTING STANDARDSANDREGULATIONS
will not independently develop similar Ecoya could be adversely affected in the event in the markets in which Ecoya operates may
Ecoya has developed a number of key customer alternative intellectual brand property without OFSIGNIlCANTDISRUPTIONTOITSMANUFACTURING require changes to methods of operation, product
relationships in Australia and New Zealand and INFRINGING%COYASINTELLECTUALPROPERTYRIGHTS OPERATIONSFOREXAMPLE DISRUPTIONSCAUSED PERFORMANCEORSPECIlCATIONS!NYSUCHCHANGES
could be adversely affected if a key customer and / or trademarks. BYAlREORmOOD ORDELAYSINRELOCATING MAYREQUIRECAPITALANDOTHEREXPENDITURESTOBE
determined to cease stocking Ecoya products. manufacturing operations). Ecoya is planning to incurred to meet any new requirements.
The occurrence of any of these events could install further equipment in its manufacturing
Failure to attract and retain personnel HAVEAMATERIALADVERSEEFFECTON%COYAS FACILITIES!SIGNIlCANTDELAYORFAILUREOFTHIS Reputational risk
BUSINESS lNANCIALCONDITIONANDOPERATIONS new equipment could adversely impact Ecoya.
Any failure to generally attract, retain and %COYASREPUTATIONAMONGCUSTOMERS
EFFECTIVELYMANAGEQUALIlEDPERSONNELCOULD Raw material supply Product recall distributors, suppliers and other parties may
adversely affect its business. Ecoya has been AFFECTTHElNANCIALPERFORMANCEOF%COYA
DEPENDENTONTHEEXPERIENCE EXPERTISEOF Ecoya is reliant on certain products and Ecoya could be adversely affected in the event
ITS%XECUTIVE$IRECTORS/VERTIME %COYAS ingredients supplied by third parties. that it needs to recall any of its products. Changes in taxation
RELIANCEONITS%XECUTIVE$IRECTORSWILL While Ecoya considers that it adopts best
reduce as its management team grows and practices, there may be product risks that Any change to the current rate of company income
becomes more established. However, for the cannot be eliminated or managed by Ecoya TAXWILLIMPACTONSHAREHOLDERRETURNS!NY
foreseeable future, Ecoya will be dependent on which may adversely affect sales, or potential CHANGETOTHECURRENTRATESOFINCOMETAXAPPLYING
the continued involvement and commitment sales, of its products. TOINVESTORSWILLIMPACTONAFTERTAXRETURNS
100 101
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
!NSWERSTO)MPORTANT1UESTIONS !NSWERSTO)MPORTANT1UESTIONS

General Market Risks s T HEEMERGENCEOFAWIDESPREADHEALTH 3ECTIONOFTHE#OMPANIES!CTAND,ISTING Shares and Warrants allocated under the Offer
emergency, epidemic or pandemic Rule 8.3.1 restrict Ecoya from taking any action AREEXPECTEDTOBEQUOTEDANDTRADEABLEONTHE
Prior to this Offer, there has been no public WHICHCOULDCREATEECONOMICORlNANCIAL which affects the rights attached to the Shares or NZSX under the symbols ECO, ECOWA and
market for the Shares or Warrants. There can DISRUPTIONTHATCOULDADVERSELYAFFECT%COYAS Warrants, unless that action has been approved ECOWB from 3 May 2010. Applicants should
be no assurance that an active trading market lNANCIALPERFORMANCEORIMPAIRITSABILITYTO by a special resolution of Shareholders / not attempt to sell Shares or Warrants until
in the Shares or Warrants will develop or manage its businesses; Warrant holders whose rights are affected by the they know whether and if so, how many Shares
that the price of the Shares or Warrants will action. A special resolution must be approved and Warrants have been allocated to them.
increase. There may be relatively few potential s T HEPOSSIBILITYOFFUTURELITIGATIONTHAT BYAMAJORITYOFATLEASTOFTHERELEVANT None of Ecoya, nor any person associated with
buyers or sellers of the Shares and Warrants COULDADVERSELYAFFECT%COYASlNANCIAL Shareholders entitled to vote and voting on the Offer, nor any of their respective directors,
on the NZSX at any time. This may increase position; and that resolution. Under certain circumstances, OFlCERS EMPLOYEES CONSULTANTS AGENTS
the volatility of the market price of the Shares a Shareholder whose rights are affected under partners or advisers, accepts any liability or
and Warrants. It may also affect the prevailing s T HEPOSSIBILITYOFACOMPETITORINTRODUCING an action approved by a special resolution may responsibility should any person attempt to
market price at which Shareholders are able to new technology or products into the require Ecoya to purchase its Shares. sell or otherwise deal with Shares or Warrants
sell their Shares and Warrants. market or of a competitor following before a statement of their initial holding is
an aggressive pricing strategy, thereby How do I cash in my investment? received by that person.
Factors such as changes in the New Zealand or undermining the competitiveness and/or
international regulatory environment (including PROlTABILITYOF%COYA Under certain provisions in the Companies Act Who do I contact with enquiries about
for accounting), New Zealand and international 1993, the Shares and Warrants could be cancelled my investment?
equity markets, New Zealand dollar and foreign Consequences of Insolvency by Ecoya by a reduction of capital, share buy-
currency movements and the New Zealand and back or other form of capital reconstruction. Any inquiries about the Shares or Warrants
global economy, could cause the market price of Shareholders will not be liable to pay any money Subject to this, neither the Shareholders, Ecoya, should be directed to:
THE3HARESTOmUCTUATE4HESEmUCTUATIONSMAY to any person as a result of the insolvency of nor any other person has any right to terminate,
adversely affect the market price of the Shares Ecoya. All creditors (secured and unsecured) cancel, surrender, or otherwise make or obtain the Share Registrar;
and Warrants after the Offer. of Ecoya will rank ahead of Shareholder claims payment from the Shares and Warrants, other
if Ecoya is liquidated. After all such creditors than in accordance with their issue terms and Computershare Investor Services Limited,
The market prices of stocks are, historically, have been paid, any remaining assets will be as referred to in this Offer Document under the Private Bag 92119
particularly volatile, including in response to available for distribution between all holders section titled “What returns will I get?”. Auckland 1142
changes in stock markets, or the of Shares who will rank equally amongst New Zealand
economy, generally. THEMSELVES4HEREMAYNOTBESUFlCIENTSURPLUS Shares and Warrants will be tradeable subject
assets to enable shareholders to recover all or only to compliance with the Constitution, the Investor inquiries:
Other risks any of their investment. NZSX Listing Rules, applicable laws (including  
THE4AKEOVERS#ODE THE3ECURITIES!CT (or 0800 220 010 within New Zealand)
)NADDITIONTOTHESEMORESPECIlCRISKS %COYA Can the investment be altered? and the Overseas Investment Act 2005) and the
faces the usual risks that arise in the normal EXISTENCEOFANACTIVETRADINGMARKET!SATTHE Facsimile:
course of operating its business, such as: The full terms of the Offer, including the date of preparation of this Offer Document,  
amounts payable on application, are described there is no established market for the Shares or
s OTENTIALCHANGESTOEXISTINGLAWSORTHE
P on pages 21 to 26. 7ARRANTS(OWEVER IN%COYASOPINION AMARKET OR
introduction of new laws could result in for the Shares and Warrants is likely to develop
increased compliance costs and obligations; 4HOSETERMSMAYBEALTEREDBY%COYABYlLINGAN on completion of the Offer. No charges are enquiry@computershare.co.nz
amendment to the Prospectus with the Registrar payable to Ecoya in respect of any sale of Shares
s OTENTIALFAILUREOFDISTRIBUTIONSYSTEMS
P of Companies. However, those terms cannot be or Warrants. Any sale of Shares and Warrants on the Company;
both in its domestic markets and overseas; ALTEREDWITHOUTAN!PPLICANTSCONSENTAFTERAN the NZSX will attract normal brokerage fees.
application has been accepted and Shares and Level 2
s I NFORMATIONSYSTEMSFAILURE FRAUD Warrants allotted to the Applicant. Application has been made to NZX for 142 Broadway
business continuity planning and data permission to list the Shares and Warrants Newmarket
integrity risk; The rights attaching to Shares and Warrants are and all the requirements of NZX relating Auckland 1140
governed by the Constitution, the Companies thereto that can be complied with on or before
s ADDEBTSORDELAYINCUSTOMERS
B Act and the NZSX Listing Rules. The the date of this Offer Document have been Phone:
making payments; Constitution may only be altered by a special duly complied with. However, NZX accepts  
resolution of Shareholders, subject to the no responsibility for any statements in this
s T HEPOSSIBILITYOFPROLONGEDINDUSTRIAL rights of interest groups under the Companies /FFER$OCUMENT.:8ISAREGISTEREDEXCHANGE Facsimile:
action among its employees; Act, or in certain circumstances by court order. regulated under the Securities Markets Act. +64 (9) 925 0385
102 Natural soy Wild Frangipani 103
Ecoya Limited Share Offer fragranced candle in the large Ecoya Limited Share Offer
25 March 2010 25 March 2010
‘everyday’ tin with two sizes
!NSWERSTO)MPORTANT1UESTIONS !NSWERSTO)MPORTANT1UESTIONS
of natural wax pillar candles.

Is there anyone to whom I can complain Annual Information


if I have problems with the investment?
Shareholders of Ecoya at the relevant
Complaints about the Shares and Warrants can record date will be entitled to receive
be directed to the Share Registrar or Ecoya at certain information relating to the ongoing
the address shown under the heading “Who do I performance of Ecoya in accordance with the
contact with enquiries about my investment?”. Companies Act, the Financial Reporting Act
There is no ombudsman to whom complaints 1993, and the Listing Rules. Shareholders will
can be made about this investment. either receive this information automatically,
ORWILLRECEIVENOTIlCATIONOFTHEIRRIGHTTO
What other information can I obtain about request this information.
this investment?
The Company is also required to make half-
Offer Document and Financial Statements yearly and annual announcements to NZX, and
such other announcements as are required by
Other information about the Shares, the the NZSX Listing Rules from time to time.
Warrants and Ecoya is contained or referred to
in the Prospectus registered in respect of the On Request Information
/FFERANDIN%COYASlNANCIALSTATEMENTS
Shareholders are also entitled to request copies
4HE0ROSPECTUS %COYASMOSTRECENTlNANCIAL of the following documents under section 54B
statements and the Constitution may be of the Securities Act:
inspected, free of charge, during normal
BUSINESSHOURSAT%COYASREGISTEREDOFlCEAT A 4
HEMOSTRECENTLYPUBLISHEDlNANCIAL
statements of Ecoya and all documents that
c/- Chapman Tripp are required to be incorporated in, attached
Level 35 ANZ Centre TO ORACCOMPANY THOSElNANCIALSTATEMENTS
23-29 Albert Street
Auckland. A %
COYASMOSTRECENTINTERIMAND
annual report.
Those documents and other documents of,
ORRELATINGTO %COYAAREALSOlLEDONAPUBLIC (a) This Offer Document.
REGISTERMAINTAINEDBYTHE#OMPANIES/FlCEOF
the Ministry of Economic Development and are (a) Any other information that may be
available for public inspection on the Companies requested under regulation 44 of the
/FlCEWEBSITEATWWWCOMPANIESGOVTNZ Securities Regulations.

This information will be made available to


Shareholders, free of charge, upon a request in
writing being made to Ecoya at its registered
OFlCEAT

c/- Chapman Tripp


Level 35
ANZ Centre
23-29 Albert Street
Auckland.
104 105
Ecoya Limited Share Offer 08 APPLICATION INSTRUCTIONS Ecoya Limited Share Offer
25 March 2010 25 March 2010
Application Form Application Form

Instructions submitting an Application Form, Applicants


agree to be bound by these terms and
You should read this Offer Document carefully CONDITIONSAND%COYAS#ONSTITUTION%COYAS
before completing the Application Form decision on the number of Shares and Warrants
included with and forming part of this Offer TOBEALLOTTEDTOANY!PPLICANTWILLBElNAL
Document. Applications for Shares must be
made on the appropriate Application Form No persons accepts any liability or
accompanying this Offer Document. responsibility should any person attempt
to sell or otherwise deal with the Shares and
General 7ARRANTSBEFORETHESTATEMENTSCONlRMING
allotments are received by the Applicants for
Applications must be for a minimum amount the Shares.
of NZ$1,000 or A$800 and in multiples of
NZ$500 or A$400 thereafter. The Application Form

Applications for Shares may be lodged from Please complete all relevant sections
the opening date of the Offer. The Offer will of the Application Form using CAPITAL
remain open until 5pm (NZT) on 26 April 2010 ",/#+,%44%23
or such other date as Ecoya may determine in
its sole discretion. 1. Insert your details

An Application must be completed in full and (A) Enter your FULL NAME. You should refer
may be rejected if any details are not entered to the table below for the correct form of
or it is otherwise incorrectly completed. Ecoya name. Applications containing the wrong
reserves the right to treat any Application as form of name may be rejected. Up to three
valid or to decline any Application, in whole Applicants may apply jointly. Enter your
or in part, in its sole discretion and without POSTAL ADDRESS for all correspondence.
GIVINGANYREASONS%COYASDECISIONASTO All communications to you from Ecoya
whether to reject the Application, or to treat it (statements, distribution cheques, periodic
as valid (and then how to construe, amend or reports, correspondence, etc.) will be
COMPLETETHE!PPLICATION&ORM WILLBElNAL mailed to you at the address as shown.
For joint Applicants, only one address
An Application constitutes an irrevocable is to be entered. Please let us know your
offer by the Applicant to subscribe for and TELEPHONE NUMBER(S) in case we need to

ecoya: ACQUIRETHENUMBEROF3HARESSPECIlEDON
the Application Form with two Warrants
attached to every four such Shares (or such
contact you in relation to your Application.

(B) Insert the NUMBER OF SHARES you wish

High performing products


lesser number of Shares and/or Warrants to apply for and the DOLLAR AMOUNT of
which Ecoya may determine) on the terms payment attached and indicate whether it is
and conditions set out in this Offer Document in New Zealand dollars or Australian dollars.
and on the Application Form. An application
cannot be withdrawn or revoked. By
106 107
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Application Form Application Form

(C) If you currently have a Common dollar equivalent divided by the Offer Price Australian investors may send their Application and, where applicable, issue and
Shareholder Number (CSN), please enter it (rounded down to the nearest Share). Application to Ecoya Pty Limited at Ecoya - holding of Shares and Warrants. If you do
INTHEBOXPROVIDED4HEAPPLICATIONMUST not provide all information required by the
be made in the same name as the CSN for Post-dated cheques will not be accepted. Please c/- Computershare Investor Services Application Form, Ecoya may in its discretion
the CSN to apply to this holding. ensure that the total of the cheque equals '0/"OX decline to accept your offer to subscribe for
the amount payable. If the accompanying -ELBOURNE6)# Shares. Pursuant to the Privacy Act 1993, you
(D) Enter your IRD NUMBER or payment is for the wrong amount (including Australia. have a right of access to, and correction of,
TAX FILE NUMBER. because the New Zealand dollar equivalent the personal information held about you. The
of an Australian dollar payment is a different Such Application must be received by Ecoya addresses of each of the Share Registrar and
% 2EADTHEDECLARATIONCAREFULLYAND3)'. amount than anticipated), your Application (at Pty Limited by 3pm (AEST) on 26 April 2010. Ecoya are set out in the directory on the inside
the Application Form. It must be signed %COYASDISCRETION MAYORMAYNOTBETREATED Alternatively, Australian investors may send back cover of this Offer Document.
by Applicants personally. Joint Applicants as valid and you will be deemed to have applied their Application to Computershare in New
must all sign the Application Form. for such number of Shares corresponding with Zealand, as described above. 5. Correct form of registratble name
Companies or other bodies corporate your payment amount (which may be more
must sign in the same way as they would ORLESSTHANTHENUMBERSPECIlEDONYOUR Please lodge your Application Form Note that ONLY LEGAL ENTITIES are
sign a formal deed or other formal legal Application Form). Make the cheque payable to AS SOON AS POSSIBLE in the event that allowed to hold shares. Applications must be
document. Applications may, in either “Ecoya IPO” and cross it Not Transferable. he Offer closes earlier. in the name(s) of natural persons, companies
CASE BEEXECUTEDBYANATTORNEY)FYOUR or other acceptable legal entities. At least one
Application Form is signed by an attorney, 3UFlCIENTCLEAREDFUNDSSHOULDBEHELDINYOUR 4. Personal information full given name and the surname is required
the power of attorney document is not account as cheques returned unpaid are likely for each natural person. The name of the
required to be lodged, but the attorney to result in your Application being rejected or Personal information provided by you in BENElCIARYORANYOTHERNON REGISTRABLE
MUSTCOMPLETETHECERTIlCATEINSECTION' your Allotment being cancelled. Staple your completing the Application Form will be name may be included by way of an account
of Application Form. cheque to the Application Form. held by the Share Registrar. The information DESIGNATIONIFCOMPLETEDEXACTLYASDESCRIBED
will be used by the Share Registrar and Ecoya INTHEEXAMPLESOFCORRECTFORMSOFREGISTRABLE
(F) Ensure your Application Form and Until the issue of Shares and Warrants, for administration purposes relating to your names below.
PAYMENTISRECEIVEDATTHEADDRESSSPECIlED application money will be held in a separate
by 5pm (NZT) on 26 April 2010. ACCOUNTFORYOURAND%COYASBENElT ACCORDING
to the respective entitlements. Money received type of investor correct form of registration incorrect form of registration
2. Payment in respect of Applications which are declined
in whole or part will be refunded in whole or Individual – Use given names in full, not initials Sarah Jane Jones S J Jones
Full payment for the Shares applied for in the PARTASTHECASEMAYBE BYlVEBUSINESSDAYS
Application Form at the Offer Price of NZ$1.00 after the Allotment Date in the currency of
Companyn5SE#OMPANYSFULLREGISTEREDNAME Business First Limited Business First
per share must accompany each Application application. Interest will not be paid on any
Form. Payment may be made in either New Application money refunded.
Zealand dollars or Australian dollars. Joint Holdings – Use full and complete names for all applicants Mark Joseph Jones & Mary Rose Jones M & M Smith or Mark & Mary Jones

3. Delivery
Payments in New Zealand dollars must be made Trusts – Use the full names and complete names of the Trustees and Russell John Jones & Christine Lucy Jones
Jones family trust
by a cheque drawn on a New Zealand bank, for Applications cannot be revoked or withdrawn. indicate the name of the Trust in the <On Account> section & Herbert Anderson <Jones Family A/C>
New Zealand dollars, for value immediately.
New Zealand investors must mail or deliver Deceased EstatesnUSETHEEXECUTORS PERSONALNAMESANDSTATETHE Susan Cook & Michael Willis Estate of late Peter Hunter or
Cheques for Australian dollar payments must their Application Forms with payment to arrive name of the estate in the <On Account> section <Estate Peter Hunter> Peter Hunter – Deceased

be drawn on a registered Australian bank, for before 5pm (NZT) on 26 April 2010 to either:
Australian dollars, for value immediately. Minor (person under the age of 18 years) – Use the name of the legal Sandra Jane Willis
Master Jonathan Willis
Ecoya IPO representative with the appropriate designation < Jonathan Willis A/C>

Any payments in Australian dollars will C/- Computershare Investor Services Limited
be converted into the New Zealand dollar Private Bag 92119 Partnershipsn5SETHEPARTNERSPERSONALNAMES
Amelia Chapman and Sophie Young
Chapman & Young Partnership
<Chapman & Young Partnership A/C>
equivalent using the Australian dollar / New Auckland 1142
:EALANDDOLLAREXCHANGERATEASATAM New Zealand
(NZT) on the day allocations under the Offer Long Names 6ERONICA-ARIA3USANNA0OUND 6ERONICA-30OUND
are determined quoted by The Reserve Bank of ORTO.:8&IRMS INSUFlCIENTTIMEFORTHE
New Zealand, and the number of Shares paid Application Form to reach Computershare by Clubs / Incorporated Bodiesn5SE/FlCEBEARERS PERSONALNAMES Nicholas Paul Harper <French Food Club> French Food Club
for will be calculated as such New Zealand no later than 5pm (NZT) on 26 April 2010.
108 109
Brokers Stamp
Ecoya Limited Share Offer 08 APPLICATION FORM Ecoya Limited Share Offer
25 March 2010 25 March 2010
Side 1 of 2
Application Form Application Form

4()3 !00,)#!4)/. &/2- )3 )335%$ 7)4( 4(% .%7 :%!,!.$ ).6%34-%.4 34!4%-%.4 $!4%$ !.$ !DVISERS#ODE
PREPARED AS AT 25 MARCH 2010 (THE “OFFER DOCUMENT”) FOR THE OFFER OF FULLY PAID ORDINARY
SHARES (“SHARES”) AND SERIES 1 AND SERIES 2 WARRANTS (“WARRANTS”) IN ECOYA LIMITED (“ECOYA”).
"%&/2% #/-0,%4).' 4()3 !00,)#!4)/. &/2- !00,)#!.43 3(/5,$ 2%!$ 4(% /&&%2 $/#5-%.4

A. APPLICATION DETAILS – PLEASE PRINT IN BLOCK LETTERS

First Name(s): Family Name:

1.

2.

3.

Corporate Name or on Account:

Postal Address:

Telephone (Home): (Work):

Email Address:

B. APPLICATION – IMPORTANT

Applications must be accompanied by payment in full. Payment must be by a cheque or bank draft payable to “Ecoya
IPO” and crossed “Not Transferable”. Payment must be in New Zealand or Australian currency. Applications must be for a
minimum amount of $NZ1,000 or A$800 and, thereafter, in multiples of NZ$500 or A$400.
Dollar amount of Shares* applied for: CURRENCY (delete one) Cheque or Bank Draft attached for:

NZD AUD $

*Investors will receive two Warrants (one Series 1 Warrant and one Series 2 Warrant) for every four Shares allotted to them.

C. SHAREHOLDER NUMBER:

If you currently have a Common Shareholder Number (CSN), please enter it here:

D. NEW ZEALAND INLAND REVENUE NUMBER AUSTRALIAN TAX FILE NUMBER:

Only one number is required in respect of joint applications:

E. SIGNATURE(S) OF APPLICANT(S):

I/We hereby acknowledge that I/we have received and read the Offer Document including the Application Instructions
including in the Offer Document, and apply for the number of fully paid ordinary Shares shown above and agree to accept
such Shares and attached Warrants (or such lesser number as may be allotted to me/us) on and subject to the terms and
conditions set out in the Offer Document and on the terms set out in the Application Instructions:
Signature Applicant: Date:

ecoya:
1. / /

2. / /

High quality team


3. / /

F. SEND APPLICATION FORM AND CHEQUE OR BANK DRAFT BY 5PM (NZT) ON 26 APRIL 2010 TO:

with a proven track record


Ecoya IPO, Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New Zealand
ORTO.:8&IRMS INSUFlCIENTTIMEFORTHE!PPLICATION&ORMTOREACH#OMPUTERSHARE)NVESTOR3ERVICES,IMITED
by 5pm (NZT) on 26 April 2010.
Applications by Australian investors should be sent to Ecoya Pty Limited at Ecoya - c/- Computershare Investor Services,
'0/"OX -ELBOURNE6)# !USTRALIATOREACH%COYA0TY,IMITEDBY3pm (AEST) on 26 April 2010.
110 111
Brokers Stamp
08 APPLICATION FORM Ecoya Limited Share Offer 08 APPLICATION FORM Ecoya Limited Share Offer
25 March 2010 25 March 2010
Side 2 of 2 Side 1 of 2
Application Form Application Form

4()3 !00,)#!4)/. &/2- )3 )335%$ 7)4( 4(% .%7 :%!,!.$ ).6%34-%.4 34!4%-%.4 $!4%$ !.$ !DVISERS#ODE
PREPARED AS AT 25 MARCH 2010 (THE “OFFER DOCUMENT”) FOR THE OFFER OF FULLY PAID ORDINARY
SHARES (“SHARES”) AND SERIES 1 AND SERIES 2 WARRANTS (“WARRANTS”) IN ECOYA LIMITED (“ECOYA”).
"%&/2% #/-0,%4).' 4()3 !00,)#!4)/. &/2- !00,)#!.43 3(/5,$ 2%!$ 4(% /&&%2 $/#5-%.4

G. CERTIFICATE OF NON-REVOCATION OR POWER OR ATTORNEY: A. APPLICATION DETAILS – PLEASE PRINT IN BLOCK LETTERS

(Complete this section if you are acting on behalf of someone for whom you have Power of Attorney) First Name(s): Family Name:

1.
I, (Name of Attorney)
2.

Of (Address and Occupation of Attorney) 3.

Corporate Name or on Account:


HEREBY CERTIFY:
1. THAT, by Power of Attorney dated the day of THE@$ONOR APPOINTEDME
Postal Address:
his/her/its Attorney on the terms and conditions set out in the Power of Attorney.
2.4(!4)HAVEEXECUTEDTHEAPPLICATIONFOR3HARESPRINTEDONTHIS!PPLICATION&ORMUNDERTHE0OWEROF!TTORNEYAND
pursuant to the powers thereby conferred on me.
Telephone (Home): (Work):
3.4(!4ATTHEDATEOFTHISCERTIlCATE)HAVENOTRECEIVEDANYNOTICEORINFORMATIONOFTHEREVOCATIONOFTHAT0OWEROF
Attorney by death (or winding up) of the Donor or otherwise.
Email Address:
Signed at this day of 2010
Signature of Attorney:
B. APPLICATION – IMPORTANT

Applications must be accompanied by payment in full. Payment must be by a cheque or bank draft payable to “Ecoya
IPO” and crossed “Not Transferable”. Payment must be in New Zealand or Australian currency. Applications must be for a
H. CERTIFICATE OF NON-REVOCATION OF AGENCY: minimum amount of $NZ1,000 or A$800 and, thereafter, in multiples of NZ$500 or A$400.
Dollar amount of Shares* applied for: CURRENCY (delete one) Cheque or Bank Draft attached for:
(Complete this section if you are acting as agent for someone)
NZD AUD $

I, (Name of Agent) *Investors will receive two Warrants (one Series 1 Warrant and one Series 2 Warrant) for every four Shares allotted to them.

C. SHAREHOLDER NUMBER:
Of (Address and Occupation of Agent)

If you currently have a Common Shareholder Number (CSN), please enter it here:
HEREBY CERTIFY:
1. THAT, by Agreement dated the day of THE@$ONOR APPOINTEDME
his/her/its Agent on the terms and conditions set out in the Agreement. D. NEW ZEALAND INLAND REVENUE NUMBER AUSTRALIAN TAX FILE NUMBER:

2.4(!4)HAVEEXECUTEDTHEAPPLICATIONFOR3HARESPRINTEDONTHIS!PPLICATION&ORMUNDERTHE!PPOINTMENTANDPURSUANT Only one number is required in respect of joint applications:


to the powers thereby conferred on me.
3.4(!4ATTHEDATEOFTHISCERTIlCATE)HAVENOTRECEIVEDANYNOTICEORINFORMATIONOFTHEREVOCATIONOFTHAT!PPOINTMENTBY
death (or winding up) of the Donor or otherwise. E. SIGNATURE(S) OF APPLICANT(S):

I/We hereby acknowledge that I/we have received and read the Offer Document including the Application Instructions
Signed at this day of 2010 including in the Offer Document, and apply for the number of fully paid ordinary Shares shown above and agree to accept
Signature of Agent: such Shares and attached Warrants (or such lesser number as may be allotted to me/us) on and subject to the terms and
conditions set out in the Offer Document and on the terms set out in the Application Instructions:
Signature Applicant: Date:

1. / /

2. / /

3. / /

F. SEND APPLICATION FORM AND CHEQUE OR BANK DRAFT BY 5PM (NZT) ON 26 APRIL 2010 TO:

Ecoya IPO, Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New Zealand
ORTO.:8&IRMS INSUFlCIENTTIMEFORTHE!PPLICATION&ORMTOREACH#OMPUTERSHARE)NVESTOR3ERVICES,IMITED
by 5pm (NZT) on 26 April 2010.
Applications by Australian investors should be sent to Ecoya Pty Limited at Ecoya - c/- Computershare Investor Services,
'0/"OX -ELBOURNE6)# !USTRALIATOREACH%COYA0TY,IMITEDBY3pm (AEST) on 26 April 2010.
112 113
Brokers Stamp
08 APPLICATION FORM Ecoya Limited Share Offer 08 APPLICATION FORM Ecoya Limited Share Offer
25 March 2010 25 March 2010
Side 2 of 2 Side 1 of 2
Application Form Application Form

4()3 !00,)#!4)/. &/2- )3 )335%$ 7)4( 4(% .%7 :%!,!.$ ).6%34-%.4 34!4%-%.4 $!4%$ !.$ !DVISERS#ODE
PREPARED AS AT 25 MARCH 2010 (THE “OFFER DOCUMENT”) FOR THE OFFER OF FULLY PAID ORDINARY
SHARES (“SHARES”) AND SERIES 1 AND SERIES 2 WARRANTS (“WARRANTS”) IN ECOYA LIMITED (“ECOYA”).
"%&/2% #/-0,%4).' 4()3 !00,)#!4)/. &/2- !00,)#!.43 3(/5,$ 2%!$ 4(% /&&%2 $/#5-%.4

G. CERTIFICATE OF NON-REVOCATION OR POWER OR ATTORNEY: A. APPLICATION DETAILS – PLEASE PRINT IN BLOCK LETTERS

(Complete this section if you are acting on behalf of someone for whom you have Power of Attorney) First Name(s): Family Name:

1.
I, (Name of Attorney)
2.

Of (Address and Occupation of Attorney) 3.

Corporate Name or on Account:


HEREBY CERTIFY:
1. THAT, by Power of Attorney dated the day of THE@$ONOR APPOINTEDME
Postal Address:
his/her/its Attorney on the terms and conditions set out in the Power of Attorney.
2.4(!4)HAVEEXECUTEDTHEAPPLICATIONFOR3HARESPRINTEDONTHIS!PPLICATION&ORMUNDERTHE0OWEROF!TTORNEYAND
pursuant to the powers thereby conferred on me.
Telephone (Home): (Work):
3.4(!4ATTHEDATEOFTHISCERTIlCATE)HAVENOTRECEIVEDANYNOTICEORINFORMATIONOFTHEREVOCATIONOFTHAT0OWEROF
Attorney by death (or winding up) of the Donor or otherwise.
Email Address:
Signed at this day of 2010
Signature of Attorney:
B. APPLICATION – IMPORTANT

Applications must be accompanied by payment in full. Payment must be by a cheque or bank draft payable to “Ecoya
IPO” and crossed “Not Transferable”. Payment must be in New Zealand or Australian currency. Applications must be for a
H. CERTIFICATE OF NON-REVOCATION OF AGENCY: minimum amount of $NZ1,000 or A$800 and, thereafter, in multiples of NZ$500 or A$400.
Dollar amount of Shares* applied for: CURRENCY (delete one) Cheque or Bank Draft attached for:
(Complete this section if you are acting as agent for someone)
NZD AUD $

I, (Name of Agent) *Investors will receive two Warrants (one Series 1 Warrant and one Series 2 Warrant) for every four Shares allotted to them.

C. SHAREHOLDER NUMBER:
Of (Address and Occupation of Agent)

If you currently have a Common Shareholder Number (CSN), please enter it here:
HEREBY CERTIFY:
1. THAT, by Agreement dated the day of THE@$ONOR APPOINTEDME
his/her/its Agent on the terms and conditions set out in the Agreement. D. NEW ZEALAND INLAND REVENUE NUMBER AUSTRALIAN TAX FILE NUMBER:

2.4(!4)HAVEEXECUTEDTHEAPPLICATIONFOR3HARESPRINTEDONTHIS!PPLICATION&ORMUNDERTHE!PPOINTMENTANDPURSUANT Only one number is required in respect of joint applications:


to the powers thereby conferred on me.
3.4(!4ATTHEDATEOFTHISCERTIlCATE)HAVENOTRECEIVEDANYNOTICEORINFORMATIONOFTHEREVOCATIONOFTHAT!PPOINTMENTBY
death (or winding up) of the Donor or otherwise. E. SIGNATURE(S) OF APPLICANT(S):

I/We hereby acknowledge that I/we have received and read the Offer Document including the Application Instructions
Signed at this day of 2010 including in the Offer Document, and apply for the number of fully paid ordinary Shares shown above and agree to accept
Signature of Agent: such Shares and attached Warrants (or such lesser number as may be allotted to me/us) on and subject to the terms and
conditions set out in the Offer Document and on the terms set out in the Application Instructions:
Signature Applicant: Date:

1. / /

2. / /

3. / /

F. SEND APPLICATION FORM AND CHEQUE OR BANK DRAFT BY 5PM (NZT) ON 26 APRIL 2010 TO:

Ecoya IPO, Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New Zealand
ORTO.:8&IRMS INSUFlCIENTTIMEFORTHE!PPLICATION&ORMTOREACH#OMPUTERSHARE)NVESTOR3ERVICES,IMITED
by 5pm (NZT) on 26 April 2010.
Applications by Australian investors should be sent to Ecoya Pty Limited at Ecoya - c/- Computershare Investor Services,
'0/"OX -ELBOURNE6)# !USTRALIATOREACH%COYA0TY,IMITEDBY3pm (AEST) on 26 April 2010.
114 115
08 APPLICATION FORM Ecoya Limited Share Offer 08 GLOSSARY OF KEY TERMS Ecoya Limited Share Offer
25 March 2010 25 March 2010
Side 2 of 2
Application Form 'LOSSARYOF+EY4ERMS

G. CERTIFICATE OF NON-REVOCATION OR POWER OR ATTORNEY:

(Complete this section if you are acting on behalf of someone for whom you have Power of Attorney) $, NZD or NZ$ New Zealand dollars

I, (Name of Attorney) A$ or AUD Australian dollars

Of (Address and Occupation of Attorney)


the term that Ecoya uses to describe the segment of the home
fragrance and body & bath markets which should be affordable to
HEREBY CERTIFY: !FFORDABLELUXURY mainstream consumers
1. THAT, by Power of Attorney dated the day of THE@$ONOR APPOINTEDME
his/her/its Attorney on the terms and conditions set out in the Power of Attorney. Allotment Date !PRIL UNLESSBROUGHTFORWARDOREXTENDEDBY%COYA

2.4(!4)HAVEEXECUTEDTHEAPPLICATIONFOR3HARESPRINTEDONTHIS!PPLICATION&ORMUNDERTHE0OWEROF!TTORNEYAND Applicant a person who submits an Application Form under the Offer
pursuant to the powers thereby conferred on me.
3.4(!4ATTHEDATEOFTHISCERTIlCATE)HAVENOTRECEIVEDANYNOTICEORINFORMATIONOFTHEREVOCATIONOFTHAT0OWEROF an application to subscribe for Shares and Warrants under
Attorney by death (or winding up) of the Donor or otherwise. Application the Offer

Signed at this day of 2010 the forms circulated with this Offer Document to subscribe for
Application Form Shares and Warrants under the Offer
Signature of Attorney:

4HE"USINESS"AKERY,0 BEINGTHEINVESTMENTVEHICLEOF'EOFF2OSS
The Bakery 'RANT"AKERAND3TEPHEN3INCLAIR
H. CERTIFICATE OF NON-REVOCATION OF AGENCY: THEBOARDOFDIRECTORSCOMPRISING'RANT"AKER 2ICH&RANK 2OB
(Complete this section if you are acting as agent for someone) Board of Directors &YFE #OLLETTE$INNIGAN 'EOFF2OSS #RAIG3CHWEIGHOFFERAND
or Directors Stephen Sinclair
I, (Name of Agent)
product categories including liquid bath products, shower
Of (Address and Occupation of Agent)
Body & bath products, body lotions and soaps

Business Day a day on which the NZX is open for trading


HEREBY CERTIFY:
1. THAT, by Agreement dated the day of THE@$ONOR APPOINTEDME #!'2 compound annual growth rate
his/her/its Agent on the terms and conditions set out in the Agreement.
Cameron Partners #AMERON0ARTNERS,IMITED lNANCIALADVISERTO%COYA
2.4(!4)HAVEEXECUTEDTHEAPPLICATIONFOR3HARESPRINTEDONTHIS!PPLICATION&ORMUNDERTHE!PPOINTMENTANDPURSUANT
to the powers thereby conferred on me. PM.:4 ON!PRIL UNLESSBROUGHTFORWARDOREXTENDED
3.4(!4ATTHEDATEOFTHISCERTIlCATE)HAVENOTRECEIVEDANYNOTICEORINFORMATIONOFTHEREVOCATIONOFTHAT!PPOINTMENTBY Closing Date by Ecoya
death (or winding up) of the Donor or otherwise.
Companies Act Companies Act 1993
Signed at this day of 2010
Company Ecoya Limited
Signature of Agent:

Computershare Computershare Investor Services Limited, the Share Registrar

Constitution the constitution of Ecoya

First NZ Capital Securities Limited and Craigs Investment Partners


Co-Managers Limited, being the supporting brokers to the Offer

CEO #HIEF%XECUTIVE/FlCER BEING#RAIG3CHWEIGHOFFER

CFO #HIEF&INANCIAL/FlCER BEING3TEPHEN3INCLAIR

Chairman 'EOFF2OSS

CSN Common Shareholder Number


116 117
Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
'LOSSARYOF+EY4ERMS 'LOSSARYOF+EY4ERMS

the term that Ecoya uses for a brand with an environmental the prospectus registered in respect of the Offer dated
%CO,UXE platform that contains strong design elements Prospectus 25 March 2010

%COYA,IMITEDAND WHERETHECONTEXTPERMITS INCLUDESITS Securities Act 3ECURITIES!CT


Ecoya subsidiaries, the business of its subsidiairies and the Ecoya brand
Securities Markets Act Securities Markets Act 1988
ESP employee share plan
Securities Regulations Securities Regulations 2009

THEEXECUTIVEDIRECTORSCOMPRISING'EOFF2OSS 'RANT"AKER #RAIG Share or Shares an ordinary share in Ecoya


%XECUTIVE$IRECTORS Schweighoffer and Stephen Sinclair.
Shareholder a holder of Shares
Fully Automated Settlement and Transfer System,
FASTER operated by the NZX Share Registrar Computershare Investor Services Limited

FIN &!34%2IDENTIlCATIONNUMBER 5+ 5NITED+INGDOM ITSSTATESANDTERRITORIES

FY lNANCIALYEAR USA or US United States of America

product categories including scented candles, air fresheners, room Series 1 and Series 2 Warrants to subscribe for Shares offered
Home fragrance sprays, diffusers, potpourri and oils Warrants pursuant to this Offer Document

The independent directors comprising Colette Dinnigan, Rich


Independent Directors Frank, Rob Fyfe

IDSP Independent Director Share Plan

-AY THEDATE%COYAISEXPECTEDTOBEQUOTEDONTHE.:38
Listing Date and Listing and trading in Shares and Warrants to commence

Listing Rules of the NZX in relation to the NZSX (or any market in
Listing Rules substitution for that market) in force from time to time

NZ New Zealand, its states and territories

NZSX New Zealand Stock Market, operated by NZX

NZT New Zealand time

NZX NZX Limited

ANYCOMPANY lRM ORGANISATION CORPORATION ORINDIVIDUAL


designated as a Primary Market Participant from time to time
NZX Firm by NZX

Offer the offer of Shares and Warrants under this Offer Document

Offer Document this offer document dated 25 March 2010

Offer Price NZ$1.00 per Share

29 March 2010 (9April 2010 in Australia) or such other date as


Opening Date Ecoya determines

Paunui 0AUNUI(OLDINGS0TY,IMITED!#.
118 Copy wefgarga
Instore merchandising stand 119
08 DIRECTORY Ecoya Limited Share Offer Ecoya Limited Share Offer
25 March 2010 25 March 2010
Directory Directory

Ecoya Co-Managers

New Zealand Office First NZ Capital Securities Limited


Level 2, 142 Broadway Level 39, ANZ Centre
0/"OX 23-39 Albert Street
Newmarket 0/"OX
Auckland 1149 Auckland

Phone:   Phone: +64 (9) 302 5500


Facsimile: +64 (9) 925 0385 Facsimile: +64 (9) 302 5580

Australian Office Craigs Investment Partners


9/18 Sir Joseph Banks Drive ,EVEL 6ERO#ENTRE
+URNELL .37 48 Shortland Street
Australia Auckland Central
Auckland 1010
0/"OX
Taren Point Phone:  
New South Wales 2229 Facsimile:  
Australia
Solicitors
Phone:  
Facsimile   Chapman Tripp
Level 35, ANZ Centre
Directors of Ecoya 23-29 Albert Street
Auckland 1140
'RANT"AKER
Collette Dinnigan Phone:  
Rich Frank Facsimile:  
Rob Fyfe
'EOFF2OSS Auditor
Craig Schweighoffer
Stephen Sinclair PricewaterhouseCoopers
Level 22, PricewaterhouseCoopers Tower
Company Secretary: Stephen Sinclair 1UAY3TREET
Auckland
Financial Adviser to Ecoya
and Organising Participant Phone: +64 (9) 355 8000
Facsimile: +64 (9) 355 8019
Cameron Partners Limited
Level 12, HP Tower Share Registrar
&EATHERSTON3TREET
Wellington Computershare Investor Services Limited
Private Bag 92119
Phone: +64 (4) 499 6650 Auckland 1142
Facsimile: +64 (4) 499 6651
Investor inquiries:  
Facsimile:  

Email enquiries: enquiry@computershare.co.nz


Website: www.computershare.co.nz

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