ecoya investment statement

Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.

Choosing an Investment

When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:

What sort of investment is this? pages 91 to 93Who is involved in providing it for me? page 93How much do I pay? pages 93 to 94What are the charges? page 94What returns will I get? pages 94 to 96What are my risks? pages 96 to 100Can the investment be altered? pages 100 to 101How do I cash in my investment? page 101Who do I contact with inquiries about my investment? page 101Is there anyone to whom I can complain if I have problems with the investment? page 102What other information can I obtain about this investment? page 102

In addition to the information in this document, important information can be found in the current registered prospectus for the investment. You are entitled to a copy of that prospectus on request.

Engaging an investment adviser

An investment adviser must give you a written statement that contains information about the adviser and his or her ability to give advice. You are strongly encouraged to read that document and consider the information in it when deciding whether or not to engage an adviser.

Tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes, and carry different levels of risk.

The written statement should contain important information about the adviser, including -

dispute resolution facilities are available to you; and

about; and

character, including certain criminal convictions,

the adviser in a professional capacity, and whether the

joining, a professional body; and

The adviser must also tell you about fees and remuneration before giving you advice about an investment. The information about fees and remuneration must include -

receiving the advice; and

An investment adviser commits an offence if he or she does not provide you with the information required.

Important Notice

This Offer Document is for an initial public offer (“Offer”) of Shares and Warrants in Ecoya Limited (the “Company” or “Ecoya”).

It is an investment statement for the purposes of the Securities Act and the Securities Regulations, and has been prepared as at, and is dated, 25 March 2010.

The purpose of this Offer Document is to provide certain key information that is likely to assist a prudent but non-

and Warrants in Ecoya under the Offer. However, investors should note that other important information about the Offer, the Shares, the Warrants and Ecoya is available in the registered prospectus in respect of the Offer (“Prospectus”) and in the information available for inspection at the

You should read all of this Offer Document and the accompanying documentation before deciding whether or not to invest under this Offer.

No person is authorised to give any information or make any representation in connection with this Offer, which is not contained in this Offer Document, the Prospectus or in other communications from the Directors of Ecoya. Any information or representation not so contained may not be relied upon as having been authorised by Ecoya.

Overseas Investors

The Offer is only being made to members of the public in New Zealand and Australia or in other jurisdictions where lawfully permitted. No person may offer, invite, sell or deliver any Shares or Warrants or distribute any documents (including this Offer Document) to any person outside New Zealand or Australia without the approval of Ecoya. This Offer Document may not be sent into or distributed in the United States.

Unless otherwise agreed with Ecoya, any person applying for Shares under the Offer will be deemed to represent and

IMPORTANT INFORMATIONThe information in this section is required under the Securities Act 1978.

warrant to Ecoya that he, she or it is not in a jurisdiction that does not permit the making of the Offer or an invitation of the kind contained in this Offer Document and is not

employees, consultants, agents, partners or advisers accepts any liability or responsibility to determine whether a person is able to participate in the Offer.

Warning Statements for Australian Shareholders

(a) This Offer to Australian investors is a recognised offer made under Australian and New Zealand law. In Australia, this is chapter 8 of the Corporations Act 2001 and Regulations. In New Zealand, this is Part 5 of the Securities Act and the Securities (Mutual Recognition of Securities Offerings) Regulations 2008.

(b) This Offer and the content of the Offer Document are principally governed by New Zealand, rather than Australian, law. In the main, the Securities Act and Securities Regulations set out how the Offer must be made.

products are regulated under New Zealand, as opposed

for managed investment schemes is different under New Zealand law.

(d) The rights, remedies and compensation arrangements available to Australian investors in New Zealand

rights, remedies and compensation arrangements for

(e) Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to this Offer. If you need to make a complaint about this Offer, please contact the Australian Securities and Investments Commission (ASIC). The Australian and New Zealand regulators will work together to settle your complaint.

securities and products.

(g) If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an

that are not Australian dollars. The value of the security

(i) If you receive any payments in relation to the security or

to a bank account in Australia in Australian dollars.

make arrangements for a participant in that market to

Australia (such as a securities market operated by NZX) the way in which the market operates, the regulation of participants in that market and the information available

may differ from Australian licensed markets.

issued under the Offer will be quoted is the main board equity security market operated by NZX.

No Guarantee

No person guarantees the Shares or Warrants offered under this Offer Document.

Forward Looking Statements

This Offer Document contains certain statements that relate to the future. Such statements are not a guarantee of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of Ecoya and which may cause actual results, performance or achievements of Ecoya to differ

Risk and Suitability of an Investment in Ecoya

This Offer Document does not take into account each investor’s investment objectives, financial situation and particular needs. Investors should read this Offer Document in full before deciding whether to invest. In particular, investors should consider the risk factors that could affect Ecoya’s performance (including those set out under the heading “What are my risks?” on pages 96 to 100), particularly with regard to their personal circumstances. Investors, who are in any doubt as to the action they should take, should consult their stockbroker, solicitor, accountant or other financial adviser before deciding to invest.

Definitions

Capitalised terms used in this Offer Document have the

this Offer Document.

Unless otherwise indicated, $ or NZ$ refers to New Zealand Dollars and all references to time are to time in New Zealand.

Ecoya is an early stage business and an investment in Ecoya is inherently risky and may not suit all investors.

Ecoya Limited Share Offer 25 March 2010

Important Information

2


Important Information

3

Investment Highlights 6 - 13

Offer Statistics and Important Dates 14 - 15

Section 3 – House of Ecoya 39 - 49

Section 5 – Prospective Financial Information 65 - 83

Section 6 – Summary Historical Financial Information 85 - 89

Application Forms 109 - 110

Directory 114

TABLE OF CONTENTS

ecoya:

to the body & bath and home fragrance categories

4 5


Table of Contents

HOUSE OF ECOYAA provider in ‘Home Fragrance’ and ‘Bath & Body’ categories

INVESTMENT HIGHLIGHTS

Introduction to the House of Ecoya

Ecoya manufactures and sells a broad range of body & bath and home fragrance products.

Ecoya uses natural ingredients to create environmentally friendly products that perform for the consumer (e.g. soaps, hand & body lotions and hand wash) and their home (e.g. scented candles and diffusers).

Worldwide, many consumer groups are becoming more house proud, paying more attention to their home style and also entertaining more at home. The Ecoya brand, packaging and merchandising will utilise a strong sense of design and aesthetic, which is an important part of meeting the needs of this developing consumer characteristic.

The term that Ecoya uses for a brand with an environmental platform that contains strong

segment within its home fragrance and body & bath categories.

Ecoya is also proud of its origins in Australasia and the Board believes that this provenance

the Northern Hemisphere, as Australasia is

fragrances and body & bath care.

market opportunity. It is already selling its products across Australia and New Zealand in selected gift stores, home stores and

Free in Australia.

Sales are being made in Shanghai (China) and

the USA in May 2010.


Investment Highlights

6



7

This Offer represents an opportunity to invest in a growing business with an international

The key features of this opportunity are:

1. A FAST START

The business operated by Ecoya was established

since the 42 Below founders invested in February 2008. During this time a skilled management team has been assembled, along with a platform for continued growth.

forecasting to grow its revenue to NZ$3.9 million

ending 31 March 2009) and is forecasting further

March 2011 with revenue of NZ$8.0 million.

Note: The 2009 revenue is for the pro forma 12 month period to 31 March 2009 (which is not

statements for the 14 month accounting year ended 31 March 2009).

Ecoya has developed a platform in Australasia, and the Board believes that this is the appropriate

opportunities for the business.

2. A GROWTH SEGMENT WITHIN A GROWTH CATEGORY

The home fragrance and the body & bath categories are large and growing international markets.

In 2009, the global body & bath market was estimated to be worth around US$22.2 billion per

annum and is forecast to grow at a compound

billion per annum by 20131.

The USA home fragrance market was estimated to be worth around US$5.1 billion per annum

annum to reach a market size of US$6.0 billion per annum by 20122.

of these markets, because it considers this segment is growing quicker than the markets as a whole. This is discussed further on

Ecoya considers that its Australasian provenance, its focus on natural bases and its environmentally friendly offering potentially distinguish Ecoya from the large international cosmetic and fragrance companies, which are typically based in the Northern Hemisphere.

Accordingly, Ecoya considers there is an opportunity for a well funded business to capitalise on the market opportunity in this growth sector.

3. HIGH QUALITY TEAM WITH A PROVEN TRACK RECORD

strong track record in growth businesses in consumer brands, particularly those at the

The Ecoya team consists of 34 full time and

Australia (as at 24 March 2010).

KEY INVESTMENT CONSIDERATIONSECOYA SALES GROWTH

1. Source: Datamonitor

Interactive Consumer Database

(www.datamonitor.com),

1 October 2009

2. Source: Perfumer & Flavorist

(www.perfumerflavorist.com),

21 March 2008

31.03.2009$2.2 million2009 pro-forma

31.03.2010$3.9 million2010 prospective

31.03.2011$8.0 million2011 prospective

Note: The 2009 revenue is for

the pro forma 12 month period

to 31 March 2009 (which is

not the same period as Ecoya’s

audited financial statements

for the 14 month accounting

period ended 31 March 2009).



8



9

5. HIGH MARGIN CATEGORY

A high value brand positioned for the affordable

two business dynamics that should assist Ecoya to achieve a strong gross margin as well as drive sales growth.

million in the year ending 31 March 2011.

6. STRONG BUSINESS STRATEGY

business model. It makes a product for X cost and sells it for Y price in a range of markets. The more product Ecoya sells, the more gross margin (in dollar terms) that it should generate.

be produced in Australia and distributed internationally. This is strategically important as Australia is a key part of the brand. It is also a key growth market for Ecoya, and a meaningful market in its own right. Achieving a strong market

and brand awareness.

body & bath products.

generating New Zealand and Australian sales directly through its Ecoya sales staff in those countries. Ecoya has ten sales focused employees across New Zealand and Australia. Ecoya currently anticipates applying this sales model further abroad by appointing Ecoya personnel in its target international markets to generate sales.

sell its products internationally in leading gift stores, home stores, department stores, hotels and spas and duty free stores. The current target markets include New

7. THE OPPORTUNITY FOR GROWTH IS NOW

With the business performance achieved to date, the growth forecast in the category and the opportunity for the Ecoya brand, the Board considers that the time for Ecoya to accelerate its growth plan is now.

Ecoya has tested production methods, a proven business model for Australia and has undertaken some investigations of new markets, especially the USA, where it has received

Ecoya has a team that has a strong track record in growing successful international businesses.

Accordingly, the Board considers that now is the time to raise an appropriate level of capital and endeavour to capitalise on the market opportunity, accelerate the growth of the business and enter additional target markets internationally.

These individuals were all involved in the growth of the 42 Below branded vodka company which was acquired by Bacardi

Stephen Sinclair were involved with the growth of electricity retailer, Empower Limited, and point of sale business, NetCo Limited. Prior

as Managing Partner and Board Member of

Saatchi & Saatchi.

Ecoya has also attracted a strong set of three Independent Directors, being Collette Dinnigan (Australia), Rich Frank (USA) and Rob Fyfe (New Zealand). They are all successful

chosen sectors (see pages 51 to 53).

4. KEY SUCCESS FACTORS – BRAND AND DISTRIBUTION

win on are brand and distribution. As with 42 Below, these are the key contributors to success in this type of business.

Brand

Ecoya has both rational and emotional brand credentials.

Rational credentials include the high

combinations of natural and environmentally friendly ingredients.

(soot) than conventional candles typically

provenance on the shores of Botany Bay, Sydney, where Joseph Banks and Captain

factory is located on Sir Joseph Banks Drive).

Associations with brands in fashion, music

also enhance the emotional attachment to

Distribution

Ecoya believes that the best people to be selling Ecoya are Ecoya people. Employees who can be held accountable to targets and employees with more passion and knowledge of the brand are generally likely to achieve more sales than third party sales agents in international markets. This is the model that Ecoya has successfully deployed in Australia, and which it anticipates rolling out in new international markets.

Ecoya anticipates using logistics providers to distribute its products and Ecoya staff to sell them to customers such as gift stores, home stores and department stores.

development and marketing capability, as well as



10



11

The Directors have decided to raise the capital needed to further develop Ecoya through a public offer as they believe that operating as a publicly listed company, with visible reporting and good governance structures,

international customers and consumers.

If Ecoya was to remain a privately owned company based in New Zealand, without an

transparency which comes with being a public company, it may not be able to capitalise on the immediate international opportunity to the same degree.

Ecoya is a growth business with only a short operating history. Accordingly, please read all the information in this Offer Document, and talk to a qualified adviser that you trust before deciding whether or not to subscribe for Shares in Ecoya under this Offer. The principal risks of investing in Ecoya are set out on pages 96 to 100.

One of the main principles of investing is to have a diversified portfolio of investments. Potential investors should carefully consider the size of their application relative to their other investments.

Natural soy Sweet Pea &

Jasmine fragranced candle

packaging, Wild Frangipani

fragranced oil and natural

diffuser reeds with glass

decanter, and the packaging

for five natural soy melts

in French Pear fragrance.





12 13

Issuer Ecoya Limited

Offer Price (per Share) NZ$1.00

Shares being offered 10,000,000

Oversubscriptions Up to 3,000,000

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

Total number of Warrants being offered Up to 6,500,000*

33,000,000

1,350,000 Shares and

Shares on issue if the Offer is fully subscribed 44,350,000

Warrants on issue if the Offer is fully subscribed

IDSP)

Substantial Shareholders (post Offer)***- The Bakery- Paunui

25,043,924 Shares4,805,825 Shares

Offer Summary

* 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.

OFFER STATISTICS AND IMPORTANT DATES

Prospectus registered 25 March 2010

Offer opens29 March 2010 (9 April 2010, or such later date Ecoya determines, in Australia)

Offer closes 26 April 2010

Allotment Date and allotment notices mailed 30 April 2010

3 May 2010

FASTER statements mailed

Important Dates

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;

(b) withdraw the Offer at any time before the Allotment Date; and

(c) accept late Applications, either generally or in individual cases.

14 15


Offer Statistics and Important Dates


Offer Statistics and Important Dates

25 March 2010

Dear Investor,

On behalf of the Directors of Ecoya, I am pleased to present you an opportunity to invest

Following the sale of 42 Below to Bacardi in

decided to work together in another growth

and skills we gained.

Craig Schweighoffer, the CEO of Ecoya, who was the head of 42 Below in Australia had invested in the Ecoya business in 2006.

Ecoya and the ability to create a high value international brand. We invested in 2008 and, with Craig, have developed and accelerated the international business plan for Ecoya.

Having now developed the Ecoya business model in Australasia and made a start in Shanghai,

capital resources to capture the international

market (and other markets in due course), and

We considered continuing to fund Ecoya as a private company, but believe that the

term growth and success of Ecoya, as was the case for 42 Below. In particular, the credibility created by a public offer should greatly assist

and the recognition of the Ecoya brand.

Accordingly, the Directors have decided to raise capital for the development of Ecoya, via an initial public offer of Shares in the Company.

Of the 10 million Shares being offered on the same terms:

the Independent Directors and certain private investors known to the Directors and their associates. The Independent Directors have agreed to subscribe for NZ$425,000 of Shares, in cash, at the Offer Price. NZ$2 million of subscriptions for the Shares in this pool are being underwritten by The Bakery for nil fee.

institutional investors; and

the members of the public in New Zealand or Australia in a public pool. In March 2010,

New Zealand inviting them to pre-register

Shareholders can participate in the public pool, along with any other members of the public in New Zealand or Australia that have requested an Offer Document directly from the Company, or downloaded it from the Ecoya website www.ecoya.co.nz.

Ecoya reserves the right to alter these allocations at its discretion. There will also be an oversubscriptions pool of up to three million further Shares available. In the event that scaling of Applications is required, the date of receipt of an Application Form will be used as one of the scaling criteria. Therefore, Applicants are encouraged to make their Application as soon as practicable.

No person guarantees the Shares and Warrants offered under this Offer Document.

All new investors in the Offer will also be granted two Warrants for every four Shares allotted to them, giving them the opportunity to elect to subscribe for two additional shares for each four Shares they are allocated under

two tranches – one tranche at any time until a

1 Warrants) and the other tranche at any time

2 Warrants) at the Issue Price under this Offer. Warrant-holders will have an opportunity to acquire further Shares at the Offer Price of NZ$1.00, which should be attractive if the

The Series 1 Warrants and Series 2 Warrants, would provide Ecoya with up to NZ$3.25 million of funding by 15 December 2011 plus up to NZ$3.25 million of funding by 15 June 2013.

in a high-quality, entrepreneurial Australasian company that has the potential to capture market share in its chosen markets. However, Ecoya is a relatively early stage business, similar to a venture capital opportunity and therefore carries a higher degree of investment risk than a more mature business. The Directors see Ecoya as a growth

There are risks that may impede Ecoya from achieving its growth aspirations. That said, the Directors and management of Ecoya are using their best endeavours to ensure that

targets are carefully thought through and are realistically set.

Full details of the Offer are set out in this Offer Document and it should be read carefully in its entirety before making an investment decision.

On behalf of the Directors, I commend this Offer to you and, if you do decide to invest, welcome you as a shareholder of Ecoya. We look forward to having you with us as we look to build Ecoya on the world stage.

Yours sincerely

Executive Chairman

CHAIRMAN’S LETTER Ecoya Limited Share Offer 25 March 2010


16 17

25 March 2010

Dear Investor,

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 Sinclair. They decided to invest their time and resources from early 2008.

Since then, we have significantly scaled up the business with revenue forecast to reach NZ$3.9 million in the year to 31 March 2010 and to grow to NZ$8.0 million in the year ending 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 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.

I am excited by the team we have attracted to Ecoya and the growth platform we have put in place. We are receiving positive feedback from customers and consumers on the products, brand, packaging and merchandising.

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 if we are going to credibly enter more overseas markets with the resources and profile it takes to be successful.

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 chosen global markets.

It would be great to have you with us on our journey.

Yours sincerely

Craig Schweighoffer Chief Executive Officer

CEO’S LETTER Ecoya Limited Share Offer 25 March 2010

CEO’s Letter

“Evidence of products and companies ‘going green’ is apparent in nearly every industry, and the home fragrance market is certainly no exception. As consumers become more environmentally conscious, they are increasingly demanding more eco-friendly products.”Source: Global Cosmetic Industry, 1 November 2008

18 19


Details of the Offer



This Offer Document relates to an offer of Shares and Warrants in Ecoya Limited.

The following section outlines the main terms of the Offer. Investors should also refer to the detailed information outlined in the section

pages 91 to 102.

1.1 The Offer

Ecoya is offering for subscription 10 million Shares under the Offer at an Offer Price of NZ$1.00 per Share, with the ability to accept oversubscriptions of up to three million Shares. Accordingly, Ecoya is seeking to raise up to NZ$13 million, inclusive of oversubscriptions. The Offer Price implies a pre-money valuation of the Company of NZ$33 million.

If Ecoya receives valid Acceptances for more than NZ$13 million, the public pool and oversubscriptions pool will be subject to scaling. Scaling will be at the discretion of Ecoya. In the event that scaling of Applications is required, the date of receipt of an Application Form will be used as one of the scaling criteria. Therefore, Applicants are encouraged to make their Application as soon as practicable. Scaling may not necessarily be on a pro-rata basis.

All new investors under this Offer will also be granted two Warrants (one Series 1 Warrant and one Series 2 Warrant) for every four Shares allotted to them, giving them the opportunity to elect to subscribe for two additional Shares for every four Shares allocated to them pursuant

in two tranches – one at any time before a

at the Offer Price for this Offer.

The Shares are being offered to New Zealand and Australian resident institutional, professional and retail investors and to investors in other jurisdictions where the Offer is lawfully permitted.

1.2 Minimum offer amount

The minimum amount which must be raised by Ecoya through the issue of new Shares under the Offer is NZ$9 million, being 9 million Shares at the Offer Price. If valid acceptances for the minimum subscription amount are not received by the Closing Date, Ecoya will withdraw and cancel this Offer, in which case all application monies received will be refunded (without interest) in the currency of application

1.3 Allocations

The allocation of Shares is intended to be as follows:

to the Independent Directors and certain private investors known to the Directors and their associates. NZ$2 million of subscriptions for these Shares are being underwritten by The Bakery for nil fee.

institutional investors; and

members of the public in New Zealand or Australia in a public pool. In March 2010,

in New Zealand inviting them to pre-register

01 DETAILS OF THE OFFER

ecoya: Share Offer of up to $13 million (including oversubscriptions) plus Warrants

20 21





shareholders may participate in the public pool, along with any other members of the public in New Zealand or Australia that have requested an Offer Document directly from the Company, or downloaded it from the Ecoya website www.ecoya.co.nz.

Ecoya reserves the right to alter these allocations at its discretion. There will also be an oversubscriptions pool of up to three million further Shares available. In the event that scaling of Applications is required, the date of receipt of an Application Form will be used as one of the scaling criteria. Therefore, Applicants are encouraged to make their Application as soon as practicable. None of the people referred to above guarantee or undertake any liability in respect of the Shares or Warrants.

1.4 Offer partially underwritten

The Bakery has agreed to underwrite (for nil fee) NZ$2 million of the Shares allocated to the pool of certain private investors known to the Directors

million or more of subscriptions are received from the underwritten pool, The Bakery is not required to subscribe for any Shares (regardless of the aggregate amount of subscriptions received). The Bakery does not (nor does any other person) guarantee the Shares or Warrants offered under this Offer Document.

1.5 Selling Restrictions on existing substantial Shareholders

are restricted from disposing of the legal or

as at the date of this Offer Document , otherwise

interest granted to a lender on commercial terms,

These restrictions are contained in Restricted Security Deeds, which provide that the restricted Shareholders may only dispose of their Shares

agrees to be bound by the same restrictions or

Directors and NZX or (iii) to an offeror who has made a successful full or partial takeover offer to all Shareholders under the Takeovers Code.

1.6 Reasons for the IPO

The Directors have decided to raise the capital

business through a public offer because they believe it is the most appropriate means of

This Offer and NZX listing is intended to:

to grow its business in New Zealand, Australia and Asia and to, in due course,

offering and add additional home fragrance and body & bath products.

company, with committed shareholders, and growth ambitions as a public company.

offering and help to further accelerate the

its business operations in Australasia and create an opportunity that is attractive to international talent.

governance structures to create a high-quality reporting and control environment, and provide a good base from which Ecoya can pursue the international growth of its business.

further building a premium brand.

If Ecoya Limited was to remain a privately owned company based in New Zealand, without an appropriate level of funding and

being a public company, it may not be able to capitalise on the immediate international opportunity to the same degree.

1.7 Use of proceeds from the IPO

Ecoya will use the proceeds from this Offer and

years to:

business, including personnel in New Zealand, Australia and the USA.

infrastructure required to scale the business.

operations of the business while Ecoya increases it monthly revenue stream.

Although it is intended that the proceeds from the IPO will be used for the above purposes, Ecoya, like any early stage company, needs to

milestones, operations and affairs so that it can respond to change, such as changes in the home fragrance and body & bath markets, its competitive environment and insights it gains about its operations, costs and investment requirements. Accordingly, Ecoya reserves the right to vary the use of proceeds outlined above.

The amount raised under this Offer should enable Ecoya to pursue its current business strategy. However, events such as a change in strategy,

require Ecoya to raise further capital in the future.

1.8 Summary of the Offer Structure

Opening and Closing Dates

The opening date of the Offer is 29 March 2010 (9 April 2010, or such later date Ecoya determines, in Australia) and the Closing Date is 26 April 2010. Ecoya may vary these dates at its discretion.

Pricing

The Offer Price for the Shares is NZ$1.00 per Share.

22 23





How to Apply

Applications for Shares must be made on the Application Form contained in or accompanying this Offer Document.Application Forms must be completed in full and submitted in accordance with the instructions set out below and on the page preceding the Application Form prior to the Closing Date.

An Application will constitute an irrevocable offer by the Applicant to subscribe for the

Form, or such lesser number of Shares as may be allocated to it, on the terms and conditions set out in this Offer Document and the Application Form. By submitting an Application Form, Applicants agree to be bound by those terms and conditions and the Constitution of Ecoya.

Minimum Applications

Applications under the Offer must be made for a minimum amount of NZ$1,000 or A$800 and, thereafter, in multiples of NZ$500 or A$400.

Application Monies

All Applications must be accompanied by payment in full for the total number of Shares applied for at the Offer Price. Payment may be made in either New Zealand dollars or Australian dollars.

Cheques for New Zealand dollar payments must be drawn on a registered New Zealand bank, must be crossed “Not Transferable” and should be made payable to “Ecoya IPO”.

Cheques for Australian dollar payments must be drawn on an Australian bank, crossed “Not Transferable” and should be made payable

to “Ecoya IPO”. Any payments in Australian dollars will be converted into the New Zealand dollar equivalent using the Australian dollar /

(NZT) on the day allocations under the Offer are determined quoted by The Reserve Bank of New Zealand, and the number of Shares paid for will be calculated as such New Zealand dollar equivalent divided by the Offer Price (rounded down to the nearest Share).

Application monies will be banked upon receipt into a designated bank account and held on trust pending the allocation of Shares. The banking of such monies does not

any Shares to the successful Applicants.

held in the relevant account to cover the cheque which accompanies their completed Application Form. Allocations of Shares will be made on

clear. If an Applicant fails to make payment

cheque fails to clear, then the allocation of Shares to that Applicant may be cancelled.

Where and When to Lodge Applications

Applications must be received by Computershare Investor Services Limited, Private Bag 92119, Auckland 1142, New Zealand by 5pm (NZT) on 26 April 2010.

Australian investors may send their Applications to Ecoya c/- Computershare Investor Services,

Applications must be received by 3pm (AEST) on 26 April 2010. Alternatively, Australian investors may send their Application to Computershare in New Zealand, as described above.

Applications through the Co-Managers and other

reach Computershare by no later than 5pm (NZT) on 26 April 2010.

the Offer, or accept late Applications either generally or in particular cases. The Offer may be closed at any earlier date and time, without further notice. Applicants are, therefore, encouraged to submit their Applications as early as possible.

Allocation Policy

The allocation of Shares and Warrants to Applicants will be at the sole discretion of Ecoya. Ecoya may, at its discretion, reject any Application (in whole or part) without giving any reason.

Warrants

All Applicants allotted Shares under this Offer will also be allotted two Warrants (one Series 1 Warrant and one Series 2 Warrant) for every four Shares allotted to them for nil consideration, giving Applicants the opportunity to subscribe for two additional Shares for every four Shares they are allotted under this Offer. Each Warrant entitles the holder to subscribe for and be allotted one ordinary share in the Company, credited as fully

respect of the Warrants are set out on pages 91 to 93.

Notification of Allocations

Applicants should ascertain whether Shares and Warrants have been allocated to them under this

Offer before trading in the Shares and Warrants. Applicants should be able to do so from 9am (NZT) on 3 May 2010 by calling the Share

allocation (if any), through the NZX Firm from which they sought or received their allocation of Shares.

Applicants will be sent notices of allocation

2010). Any refunds for unsuccessful applications for Shares will be posted in the currency of

the Allotment Date.

An Applicant does not have any interest in, or right or entitlement to, any Share or Warrant under this Offer unless and until, and then

allotted to that Applicant by Ecoya.

If you sell Shares or Warrants before receiving an initial allotment notice, you do so at your own risk, even if you obtained details of your holding through the Share Registrar or

Firm or otherwise. Neither Ecoya nor any of

agents, partners or advisers accepts any liability or responsibility should any person attempt to sell or otherwise deal with Shares or Warrants before the allotment notice showing the number of Shares and Warrants issued to the Applicant is received by the Applicant for those Shares.

Refunds

Money received in respect of Applications that are declined in whole or in part will be refunded in whole or in part (as the case may be) without interest in the currency

24 25





of application. Refunds for unsuccessful

business days after the Allotment Date.

1.9 Selling Shares and Warrants on the NZSX

Brokerage

No brokerage or commission is payable by Applicants for Shares and Warrants issued to them under the Offer.

allocations under the Offer. Ecoya will pay a

applications received from NZX Firms in respect of applications under the NZX

No brokerage will be paid by Ecoya other than the brokerage fee payable to NZX Firms. There will be no brokerage payable on applications received under the public pool that do not bear an NZX Firm stamp.

In addition, First NZ Capital Securities Limited and Craigs Investment Partners Limited will receive a co-manager fee of $25,000 each in respect of the Offer.

Additionally, First NZ Capital Securities Limited and Craigs Investment Partners Limited are

applications bearing their respective NZX Firm stamp if the total amount of their respective

NZX Listing

Application has been made to NZX for permission to list the Shares and Warrants, and all the requirements of NZX relating thereto

that can be complied with on or before the date of this Offer Document have been duly complied with. However, NZX accepts no responsibility for any statement in this Offer Document. Initial quotation of the Shares and

NZX has authorised NZX Firms to act on the

under the Securities Markets Act.

2.0 Overseas Investors

The Offer is only being made to members of the public in New Zealand and Australia or otherwise where lawfully permitted. No person may offer, invite, sell or deliver any Shares or Warrants or distribute any documents (including this Offer Document) to any person outside New Zealand or Australia without the approval of Ecoya.

Unless otherwise agreed with Ecoya, any person or entity applying for Shares in the Offer will, by virtue of such Application, be deemed to represent that he, she or it is not in a jurisdiction that does not permit the making of the Offer or an invitation of the kind contained in this Offer Document and

within such a jurisdiction. Neither Ecoya nor any

agents, partners or advisers accepts any liability or responsibility to determine whether a person is able to participate in the Offer.

2.1 Important Document

If you are in any doubt as to how to deal with this Offer Document, please immediately contact an NZX Firm, an accountant, or a financial adviser.

Natural soy Lemongrass &

Ginger and Wild Frangipani

fragranced candles in two

tin sizes - travel tin and

large ‘everyday’ tin, natural

soy Sweet Pea & Jasmine

fragranced candle in black

Sorrento glass.



26 27


Market Opportunity and Competitive Positioning



ecoya: A fast start in an international growth segment

02 ECOYA’S MARKET OPPORTUNITY AND COMPETITIVE POSITIONING

2.1 Introduction

In 2009, the global body & bath market has been estimated to be worth around US$22.2 billion per annum3. The USA home fragrance market alone has been estimated to be worth

4. This is discussed in further detail below.

2.1.1 The home fragrance market

alone was estimated be worth around US$5.1 billion per annum and is predicted to grow at a compound annual growth rate

a market size of US$6.0 billion per annum by 20125. The global home fragrance market is likely to be materially larger than US$5.1 billion per annum.

The home fragrance market includes product categories such as scented candles, air fresheners, room sprays, diffusers, potpourri and oils.

growth of the home fragrance market include:

that the recession has a silver lining for suppliers and retailers of personal care and home fragrance products – unemployment, telecommuting and freelancing has consumers spending more time at home with consumers driven to invest in simple

their space more comfortable and inviting6.

continuously using a home fragrance product in their household rather than for special occasions alone .

and the willingness for consumers to pay more for these gift candles8. Consumers are increasingly purchasing candles as a focal point in their home décor, and for

reduction, according to the National Candle Association in the USA. They also

households in the USA and that both men and women consider candles to be an always-acceptable and highly appreciated gift for a wide variety of occasions9.

polluting the air, along with safety aspects10.

11.

market and currently include a range of scented candles, travel candles and diffusers.

Other international companies which also sell

Corporation trading as The Yankee Candle Company (“Yankee Candle”) of the USA (which is discussed further on pages 35 to 36) grew

The Yankee Candle Company was acquired by Madison Dearborn Partners, LLC in 2006.




1 October 2009. Body and bath is

an aggregation of the bodycare

and bath & shower markets



21 March 2008



21 March 2008

6. Source: Kline & Company

research report dated

28 May 2009

7. Source: Etherea Aromatics

(www.etherea-aromatics.com/

abouthfi.aspx), 15 March 2010

8. Source: Etherea Aromatics

(www.etherea-aromatics.com/

abouthfi.aspx), 15 March 2010

9. Source: Website of the

National Candle Accociation,

USA (www.candles.org),

15 March 2010

10. Source: ICN International

Cosmetic News, 1 October 2008



15 March 2010

28 29





Estimated size of the body & bath market

region % of total market (2009) historic cagr (2000 - 2009) forecast cagr (2009 - 2013)

united states

united kingdom

china

rest of asia

canada

australia

new zealand

rest of world15

total 100% 4.1% 3.6%




1 October 2009




1 October 2009

14. Note: Rest of World includes

Europe (excluding UK),

Central and South America,

Middle East and Africa.

15. Source: Global Bath and

Shower Products Report,

December 2009

united kingdom

1,443usd$ million

rest of asia

4,825usd$ million

canada

547usd$ million

united states

3,158usd$ million

new zealand

24usd$ million

australia

140usd$ million

rest of world14

11,255usd$ million

total estimated market

22,153usd$ million

china

761usd$ million

While Yankee Candle is a more mature

performance suggests that the segment of the home fragrance market that Ecoya addresses is potentially growing faster than the home fragrance market as a whole.

2.1.2 The body & bath market

In 2009, it was estimated that the global body & bath market was worth around US$22.2 billion per annum12. Between 2000

annum by 201313.

The body & bath market includes product categories such as liquid bath products, shower products, body lotions and soaps.

The table to the left sets out the estimated

future markets, Canada and the rest of the world.

Ecoya considers that some of the factors that are contributing to the growth of the body & bath market include:

specialty soaps and other related products15.

more tailored product set within the body & bath sector, rather than the traditional

consumers are spending more time at home and spending more on personal care accessories.

currently include soaps, hand & body lotions and hand wash.

Other international companies which also sell these products include The Body Shop International (which is discussed further on

FY 2006. The Body Shop International was

While The Body Shop is a more mature

performance suggests that the “affordable

that Ecoya addresses is potentially growing faster than the body & bath market as a whole.

Source: Datamonitor



1 October 2009.

Body and bath is an

aggregation of the body care

and bath and shower markets.

30 31





2.2 Ecoya’s significant market opportunity

Ecoya represents an opportunity to invest in a company that intends to target selected international home fragrance and body & bath markets, including:

already has a growing presence.

the Shanghai (China) market and it intends to

home fragrance market, and which Ecoya

sales of products in May 2010.

2.3 Competitive landscape

The market for home fragrance and body & bath products is competitive and is addressed by both large international cosmetic and fragrance companies and a fragmented range of niche players.

Ecoya considers that its Australasian provenance, its focus on natural bases and its environmentally friendly offering potentially distinguish Ecoya from the large international cosmetic and fragrance companies. It also believes there is an opportunity for a fast moving, well funded business, to capitalise

Some of the providers of products to the home fragrance and body & bath markets are divisions or subsidiaries of large international companies, as set out in the table to the right. It should be noted that these businesses operate across a range of sectors in addition to their respective home fragrance and body & bath product offerings.

There are also a large number of privately held companies in the home fragrance and body & bath sectors, such as Yankee Candle Corporation (owned by Madison Dearborne Partners LLC, USA), Crabtree & Evelyn (owned

body care, skincare, bath & shower, and fragrance products, announced plans to list

growth dynamics of the business.

A number of companies in the home fragrance and body & bath industry have been acquired by larger companies acquiring brands, building further scale and capturing growth.

help to provide historic evidence of the anticipated growth of the home fragrance and body & bath markets.

company market capitalisation as at 15 march 2010

estee lauder US$12 billion

l’oreal sa EUR46 billion

clorox corporation US$9 billion

henkel ag & co. EUR15 billion

Selected providers of products to the home fragrance and body & bath markets

Source: Capital IQ mergers,

acquisitions and financial

information database

(www.capitaliq.com),

15 March 2010.

32 33





1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2009

There are many other companies already providing a range of home fragrance and body & bath products internationally.

The Directors are also aware that there are many other companies which could potentially compete with Ecoya. Additionally, there may be other competitors which the Directors are not currently aware of and new competitors

growth prospects.

2.4 Home fragrance case study – The Yankee Candle Company (USA)

Ecoya considers that Yankee Candle is a case study which illustrates the growth that another player has achieved in certain segments of the home fragrance market.

Yankee Candle designs, manufactures and markets scented candles (including jar

and other products)16. These are typically

marketed under the Yankee Candle brand and sold through a North American wholesale

store locations, a growing base of Company owned and operated retail stores (498 Yankee Candle Stores), direct mail catalogues and its internet website (www.yankeecandle.com). Outside of North America, Yankee Candle sells its products primarily through its subsidiary, Yankee Candle Company (Europe) Limited, which has an international wholesale customer

and distributors covering 43 countries .

2.4.1 Yankee Candle’s financial performance

growth in revenue and earnings.

It has grown sales from US$144.1 million in 18 to US$681.1 million in FY200919. EBITDA

million over that same period20. Thus, since

(as discussed on pages 29 to 31).

date target company acquirerdeal equity value (us$ million)

2009 Natural Beauty Ltd (China) (Private Equity Fund)

212

2007 Sunstar Inc. (USA) Nomura Capital Investment Company, Japan (Private Equity Fund)

201

2006 Yankee Holding Corporation (USA)

Madison Dearborn Partners, LLC, USA (Private Equity Fund)

2006 The Body Shop 1,146

2006 Avalon Natural Products, Inc. (USA)

120

2005 913

2005 298

2005 Diptyque (France) Manzanita Capital, France (Private Equity Fund)

n.a.

2005 Marionnaud Parfumeries SA (France)

2004 1,133

2003 The Dial Corporation (USA) 3,122

1999 Estee Lauder, USA n.a.

yankee candle revenue yankee candle ebitda

reve

nu

e (u

s$m

)

800

600

400

200

01997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 20092008

ebit

da (u

s$m

)

ebitda margin

200

150

100

50

0

40%

30%

20%

10%

0%

ebitda ebitda margin

have occurred in the same or similar sectors that Ecoya operates in. It should be noted that some of these businesses operate across a range

of the deal value may relate to other activities in addition to their respective home fragrance and body & bath product offerings.

Source: Capital IQ , mergers,




15 March 2010





15 March 2010

EBITDA margins have

increased from 22% in FY1997

to around 26% in FY2009.

16. Source:

Yankee Candle’s website

(www.yankeecandle.com),

15 March 2010

17. Source: Yankee Candle

Company full year results

announcement, 4 March 2010

18. Financial data for Yankee

Candle for financial years prior

to FY1997 was not available

through Capital IQ mergers,


database, 15 March 2010

19. Source: Yankee candle

annual report (1997)

and full year results

announcement (2009)

20. Source: Yankee candle

annual report (1997)

and full year results

announcement (2009)

34 35





2.5.1 The Body Shop’s financial performance

in revenue and earnings.

to £485.8 million in FY200624. EBITDA had grown from £49.9 million to £60.6 million over that period25

acquired in 2006, it achieved an average revenue

2.5.2 Acquisition by L’Oreal SA

acquisition of The Body Shop implied a historic

2.6 Summary

Ecoya has made a fast start with a fresh and “New World” brand offering in the home fragrance and body & bath sectors.

With the business performance achieved to date, the growth forecast in the category and the opportunity for the Ecoya brand, the Board believes that the time for Ecoya to accelerate its growth plans is now.

2.4.2 Acquisition by Madison Dearborn Partners

In October 2006, Madison Dearborn Partners, LLC entered into an agreement to acquire The Yankee Candle Company, Inc. from Blue

US$1.4 billion21

acquisition of Yankee Candle implied a historic

2.5 Body & bath case study – The Body Shop International (UK)

Ecoya considers that The Body Shop International (“The Body Shop”) is a case study which illustrates the growth that another company has achieved in certain segments of the body & bath market. Until it was acquired

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.

beauty and cosmetic sectors22. The Body Shop sells a number of products to the “affordable

The Body Shop is headquartered in the United

countries. In addition to selling through its

strong online retail presence23.

the body shop revenue the body shop ebitda





15 March 2010

21. Source: Capital IQ mergers,


database, 15 March 2010

22. Source:

The Body Shop website

(www.bodyshop.com),

15 March 2010

23. Source: Body Shop annual

report 2006

24. Source: The Body Shop

annual reports

25. Source: The Body Shop

annual reports

reve

nu

e (g

bp m

illi

on)

500

400

450

350

300

2501997 1998 1999 2000 2001 2002 2003 2004 2005 2006

ebitda ebitda margin

ebit

da (g

bp m

illi

on)

ebitda margin

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

70

65

60

55

50

45

40

25%

20%

15%

10%

36 37


House of Ecoya


House of Ecoya

03 HOUSE OF ECOYA

3.1 The House of Ecoya

enhance the home environment and body & bath products that should enrich the consumer and their bathroom.

The Ecoya brand, the packaging and merchandising include a strong design element. The high end visual aesthetic consumers create in their home is of growing importance across most consumer groups 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

currently includes the following products.

Home fragrance products:

glass contained candles and gift candles)

Body & bath products:

It is intended that outdoor candles and room spray / spritzers will be added to the home fragrance offering and shower gel and body butter products will be added to the body & bath offering (as described further in section

products may be added to the House of Ecoya range over time.

The term that Ecoya uses for a brand with an environmental platform that contains strong

ecoya:

brand and distribution

38 39


House of Ecoya


House of Ecoya

Natural Soy Metro Jar

poured into a contemporary sand, soda ash and lime glass jar.

Ten Reed Room Diffuser

Designed for long lasting, passive scenting of small to medium architectural spaces.

Lotion and Wash

Lotion - Rich in the organic vitamin E oils of Almond and

leaving skin hydrated and subtlely perfumed.

Wash - Foaming and cleansing wash base infused with a blend of moisturizing oils and scents.

Soap

natural oils, to cleanse, moisturise and fragrance.

Sustainable Palm Wax Pillars

Made from pure palm oil

sustainable sources and

Natural Soy Wax Melts A long lasting natural

used in oil burners.

Natural Soy Sorrento Occasion Jar

poured into a contemporary sand, soda ash and lime glass jar. Double packaged in a hand pressed

Natural Soy Travel Tin and Natural Soy Everyday Tin

Encased entrée candles

scent throw of a larger pillar candle.

40 41


House of Ecoya


House of Ecoya

3.2 Key benefits of Ecoya’s product offering

High design element – The Ecoya brand, the packaging and merchandising includes a strong design element. The visual aesthetic consumers create in their home continues to receive more importance across most consumer groups given the pride that many consumers take in their homes.

Environmentally friendlyproducts are primarily made from natural ingredients, such as sustainable

bases (e.g. organic oils and plant derived products). They are free from genetically

High performance – The natural ingredients that Ecoya uses create products that perform well for the consumer (e.g. soaps, body & body lotions and hand wash) and in their home (e.g. scented candles and diffusers).

Affordable luxury – The Ecoya product range is positioned for the “affordable

means mainstream consumers can be part

Australasian origins – Ecoya is proud of

considers that its Australasian provenance

into the Northern Hemisphere. Australasia is perceived as a fresh and “New World” region for fragrances and body & bath care.

with a growing market for home fragrance

market opportunity for Ecoya.

3.3 Brand and sales & distribution

win on are brand and distribution (including sales). As with 42 Below, these are key contributors to success in this business.

3.3.1 Brand

Ecoya has both rational and emotional brand credentials:

Rational credentials – these include the

unique set of natural and environmentally friendly ingredients.

Emotional credentials – Emotional credentials for the brand also include its provenance on the shores of Botany Bay, Sydney Australia. This location is where Joseph Banks and

the botanicals in the area. Associations with brands in fashion, music and design, which

emotional attachment to Ecoya. This creates

at 42 Below.

3.3.2 Sales & distribution

In addition to brand, sales and distribution

believes it needs to succeed.

Ecoya are Ecoya people, as this will help create brand “push”.

Employees who can be held accountable to targets and employees with more passion and knowledge of the brand are likely to achieve more sales than third party sales agents in international markets. This is the model that Ecoya has successfully deployed in Australia, and which it anticipates rolling out in new international markets.

In all of its key target markets, Ecoya anticipates using logistics providers to distribute its products and its own staff to front the sales and assist with merchandising.

3.4 Key sales channels

Ecoya sells its products to various channels.

Australasia include:

sales channels selected australian customers selected new zealand customers

gift stores

home stores

- in 20 of their stores across Australia

department stores

hotels and spas

duty free

in Australia

42 43


House of Ecoya


House of Ecoya

around 100 stores in New Zealand and around 600 stores in Australia (as at March 2010). Over

continue to grow store numbers in New Zealand and Australia. The sales channels above are also currently intended to be developed in Asia, USA,

may choose to enter.

cycle, with peak sales in the months leading up to Christmas each year. However, as the business broadens its product range and

seasonal sales cycle. For the year ending 31 March 2011, Ecoya is projecting sales of NZ$8 million of which NZ$3.2 million are projected

and NZ$4.8 million are projected to fall in the

3.5 Ecoya’s organisation structure

Ecoya has achieved a great deal in a short time. This has been possible because of the people involved in the business. The entrepreneurs

their own right.

As at 24 March 2010, Ecoya employed 34 full

Stephen Sinclair and Craig Schweighoffer). Of

engaged in production and logistics, and four staff are in administration related functions.

As a company whose business is based on brands and high design products, human

Having been involved with a number of

have formed several preferences on the building of a successful business. These include:

international business model principally operating from Australasia.

to create the foundations for pursuing international success.

employees with an opportunity to work in an international business, as well as attracting new international talent.

quickly scale and capture a long term market position.

With a track record for success, Ecoya has

New Zealand, Australia and overseas.

03 COMPANY STRUCTURE

ecoya limited

AUSTRALIANATIONAL SALES MANAGER:

Rachel Lomas

NEW ZEALANDNATIONAL SALES MANAGER:

Claire Hogg

USA

sales structure and managementLED BY: Craig Schweighoffer

- PRODUCT DEVELOPMENT- FACTORY (ON THE SHORES OF

BOTANY BAY, SYDNEY)- CONTRACT MANUFACTURING

AND LOGISTICS

production and logisticsFACTORY MANAGER:

- FINANCE- ADMINISTRATION- HR

financeCFO: Stephen SinclairFINANCIAL CONTROLLER: Joshua Rudd

- BRAND- PACKAGING AND MERCHANDISING

brand marketingBRAND, DESIGN, MERCHANDISING,

MARKETING AND PUBLICITY: ASSISTANT: Anastasia MallasVARIOUS DESIGN AND PR PARTNERSAUSTRALIAN ADVISER: Deeta ColvinUS ADVISERS: Paul Frank & Darryl Frank

ceo

Craig Schweighoffer

BOARD OF DIRECTORSCHAIRMAN

Craig SchweighofferStephen SinclairINTERDEPENDENT DIRECTOR

Collette DinniganINTERDEPENDENT DIRECTOR

Rich FrankINTERDEPENDENT DIRECTOR

Rob Fyfe

44 45


House of Ecoya


House of Ecoya

3.6 Production and logistics

Products will be produced in Australia and distributed internationally.

The manufacturing facility for the candle products is based at Sir Joseph Banks Drive,

are currently produced at this site.

based in Sydney focused on production and logistics activities.

This facility is leased on a two year lease term

a two year right of renewal on the lease.

Body and bath products are currently contract manufactured by selected third parties in Australia.

Having production and logistics based in Australia is strategically important. Ecoya believes that achieving a strong market position for Ecoya products in the Australian home market provides a solid platform to build international product and brand awareness

3.7 Procurement and ingredients supply

Ecoya sources its product ingredients from a range of Australasian and international suppliers to ensure there is diversity of supply.

Ecoya by its suppliers. Other key ingredients

candle wicks, and botanical skin care bases (e.g. organic oils and plant derived products).

3.8 Distribution arrangements

3.8.1 New Zealand

Ecoya has entered into a distribution arrangement in New Zealand dated August 2009. The distribution agreement is non-

party giving three months notice.

3.8.2 China (Shanghai)

Ecoya supplies products to a Shanghai-based distributor under the terms of an import and distribution agreement entered into in April

has a right of renewal by Ecoya Pty Limited for two years, subject to the distributor meeting certain performance criteria.

3.8.3 Other

In other key international markets Ecoya plans to employ Ecoya sales staff on the ground to directly target key customers.

3.9 Intellectual brand property

All key intellectual property used by Ecoya is either owned by it or licensed from a third party. The Ecoya brand has been registered as a trade mark by Ecoya in Australia and the USA. Ecoya plans to continue to register any additional trademarks that it develops.

Ecoya owns several internet domain names, including ecoya.com, ecoya.com.au, ecoya.co.uk and ecoya.co.nz.

The Ecoya factory on

Sir Joseph Banks Drive,

Kurnell


House of Ecoya

46 47


House of Ecoya


House of Ecoya

Ecoya will be investing in the development and growth of the business and pursuing

markets. Therefore, the Directors do not

three years, and there is no assurance that

As an early stage company, Ecoya needs to

milestones, operations, and affairs so that it can respond to change, such as changes in the home fragrance and body & bath markets, its competitive environment and the insights it gains about its operations, costs and investment requirements. Accordingly,

operations and affairs, as described in this Offer Document, are subject to change as Ecoya seeks to evolve from an early stage company into an established business.

3.10 Ecoya’s strategy

strategy are:

Simplicity of business model – Ecoya

business model. It makes a product for X cost and sells it for Y price in a range of markets. The more product Ecoya sells, the more gross margin (in dollar terms) that it should generate.

Production and logistics – Products will be produced in Australia and distributed internationally. This is strategically important as Australia is a key part of the brand. It is also a key growth market for Ecoya, and a meaningful market in its own right. Achieving a strong market

brand awareness.

Products – Ecoya plans to add to its

body & bath products.

Sales personnel – Ecoya intends to continue generating New Zealand and Australian sales directly through its Ecoya sales staff in those countries. Ecoya has ten sales focused employees across New Zealand and Australia. Ecoya currently anticipates applying this sales model further abroad by appointing Ecoya personnel in its target international markets to generate sales.

International expansion – Ecoya plans to sell its products internationally in leading gift stores, home stores, department stores, hotels and spas and duty free stores. The current target markets include New

3.11 Key milestones

The Directors have set the following key general milestones to be achieved during the

into around 100 stores in New Zealand and around 600 stores in Australia.

objective is for Ecoya to grow store numbers in New Zealand and Australia.

in another production line at the factory in Sydney during 2010, or at alternative premises.

and home spray / spritzers in the home fragrance offering and shower gel and body butter products in the body & bath offering.

to achieve a break-even level of operating

Australian markets during year three.

48 49


Directors and Management Team



04 ECOYA’S DIRECTORS AND MANAGEMENT TEAM

4.1 Directors

Ecoya believes it has secured a strong Board of Directors with the balance of the skills

The Board comprises three Independent

Geoff RossChairman (Auckland, NZ)

Limited which was a listed company for three years prior to its sale to Bacardi in late 2006.

Prior to 42 Below, he was a Managing Partner and Board Member of DDB Advertising for two years and was a Client Service Director and Management Team Member for Saatchi & Saatchi

member of the Melanoma Foundation and advisor

Grant Baker(Auckland, NZ)

of 42 Below Limited.

Prior to that he served in a number of senior

which time its revenues grew from $10 million

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

is also Deputy Chairman of New Zealand cancer

50 51





Craig SchweighofferCEO (Sydney, Australia)

Craig was head of 42 Below Limited, Australia and was successful in growing 42 Below Limited in Australia.

Before that, he gained a strong growth business background at Redback Tools Pty Limited, his own start-up patented hand tools business. Craig also spent three years as Managing Director at Pyrotek NZ Limited, a high technology manufacturing business in New Zealand, where he succeeded in more than doubling sales in three years to 2001. Prior to this, Craig was responsible for growing

up sales, manufacturing and warehousing operations in several Asian countries.

Stephen SinclairCFO (Auckland, NZ)

Director and Company Secretary.

Stephen is a Chartered Accountant. Before 42 Below Limited, Stephen was the Financial Controller for Empower Limited prior to its sale to Contact Energy. He also held this role with Netco Limited. Prior to this, he spent 13 years with PricewaterhouseCoopers.

Collette DinniganIndependent Director (Sydney, Australia)

designers. She brings aesthetic and design skills to the board of Ecoya.

Collette completed a degree in fashion design at Wellington Polytechnic before moving to Sydney to take a role in the costume department of the Australian Broadcasting Commission. She stepped out on her own in 1990 and created the Collette Dinnigan label from which she has received a long list of achievements. Her garments are hand-made and sold in a variety of destinations around the globe, including the Middle East, Europe, Asia and the USA. Collette has her own store in London.

She won Australian Designer of the Year in 1996

In 1998, she was appointed Chairperson of the New South Wales Small Business Development Corporation, having previously participated as an advisor to the South Australian Wool Board.

In 2001 and 2003, Collette was voted one of

2002, she was honoured with the Leading Women Entrepreneurs of the World Award, and in 2004 she was presented with the CLEO and Maybelline Celebrity Designer of the Year Award. Then in 2005, her image was put on a stamp by Australia Post as part of their Australian legends campaign and received further awards from Marie Claire and Instyle the same year.

Perignon and Marks and Spencer. During 2010, Collette plans to launch her new Collette Dinnigan lingerie range into Marks and Spencer in London.

Rich FrankIndependent Director (West Coast, USA)

Rich is a former Chairman of Walt Disney

He is currently a board director of Napastyle,

home goods and specialty foods with a focus on sustainable living. Rich and his family own

Film Institute.

Rich is one of only eight people to win a life time Emmy award. He has overseen some of the

Rich has strong Hollywood connections and a wide network throughout the USA.

Rich joined the board of 42 Below Limited in May 2006. He is also a director of the Hyperfactory Limited, which is another investee company of The Bakery.

Rob FyfeIndependent Director (Auckland, NZ)

of Air New Zealand Limited.

Rob joined Air New Zealand at the start of 2003

Transformation team. Rob then held the position

Prior to joining Air New Zealand, Rob held a range of Senior Management positions both within New Zealand and overseas, including roles with the National Australia Bank, Bank of New

52 53





4.2 Role of the Board

The Board has ultimate responsibility for the strategic direction of Ecoya and

strategic direction of Ecoya.

performance of Ecoya.

Monitoring compliance and risk management.

and safety policies.

plans for senior management.

procedures are adopted.

The Board currently plans to meet not less than

conferences will also be used as required.

policies will be available for access at www.ecoya.co.nz.

4.3 Board Committees

The Board has two formally constituted committees of Directors. These Committees,

established by the Board, review and analyse policies and strategies, usually developed by management, which are within their

proposals and, where appropriate, make recommendations to the full Board. Committees do not take action or make decisions on behalf

so by the Board.

Audit and Risk Management Committee

The Audit and Risk Management Committee will be responsible for overseeing the risk

policies), treasury, insurance, accounting and audit activities of Ecoya, and reviewing the adequacy and effectiveness of internal controls, meeting with and reviewing the

accounting policies.

The members of the Audit and Risk Management Committee are Stephen Sinclair, Rob Fyfe and Rich Frank.

Remuneration Committee

The Remuneration Committee is responsible for overseeing management succession planning, establishing employee incentive schemes, reviewing and approving the compensation arrangements for the

and recommending to the full Board the remuneration of Directors.

The members of the Remuneration Committee

4.4 Directors’ Interests

Directors’ Remuneration

at a total of A$40,000 per Independent

Shareholders have approved an aggregate cap

the purposes of Listing Rule 3.5. At the election

may be paid in part or whole by issue of Shares in accordance with the Listing Rules. The

through consultancy agreements with The Bakery and Paunui. The Bakery has entered into a consultancy agreement with Ecoya, pursuant

Ecoya to provide specialist management and

61 under the heading “Management Team”. Under the consultancy agreement, Ecoya is contracted to pay a consultancy fee of up to

in respect of the services provided.

Paunui has entered into a contract for services pursuant to which it has agreed to make Craig Schweighoffer available to Ecoya to

of Ecoya. Under the consultancy agreement, Ecoya is contracted to pay a consultancy fee

respect of such services.

The Directors are also entitled to be paid for all reasonable travel, accommodation and other

with their attendance at Board or Shareholder meetings, or otherwise in connection with

54 55





56 57





Loans to Independent Directors

As part of an incentive package, Ecoya plans to provide limited recourse loans to the Independent Directors to enable them to

under the Offer at the Offer Price. Loans will not bear interest, and will be repayable after

Independent Director. The loans will be non recourse as against the borrowing Independent Directors, but will be secured against the relevant Shares and Warrants held by or on behalf of the Independent Directors and which were acquired with the loan proceeds.

The above Independent Directors will be offered loans of NZ$225,000 each to enable them to subscribe for the Shares at NZ$1.00 per Share set out below. These Shares will have Warrants attached to them, but at the time

Directors will need to subscribe, in cash, if they

Other subscriptions

In addition to the Shares and Warrants acquired using the Independent Director loans, the Independent Directors have agreed to subscribe directly or through associated family trusts for NZ$425,000 of Shares and Warrants under the Offer at the Offer Price of $1.00 per Share. Rich Frank has agreed to subscribe for NZ$225,000 of Shares and Rob Fyfe has agreed to subscribe for an additional NZ$200,000 of Shares. None

its partial underwrite of the Offer).

On 31 December 2009, the following share subscriptions were completed:

(before the share consolidation referred to below) for a total issue price of

by way of set off against shareholder advances made by The Bakery to the Company since February 2008.

consolidation) were issued for a total issue price of NZ$1,025,000 payment of which was settled in cash. Of these

associated with Richard Frank. Mr Frank was appointed a director of the Company on 8 February 2010.

consolidation) were issued to Paunui, a company associated with Craig Schweighoffer, in consideration for the acquisition of all of the shares then held by Paunui in Ecoya Pty Limited. Craig Schweighoffer was appointed a director of the Company on 8 February 2010.

On 12 February 2010, the Company completed

consolidation) to interests associated with Rob Fyfe for NZ$200,000 cash. Mr Fyfe was appointed a director of the Company on 1 March 2010.

On 24 March 2010, the Company consolidated its 36,050,000 shares into 33,000,000 fully paid ordinary shares.

Accordingly, on listing and assuming the Offer is subscribed to the level of NZ$10 million, the Directors, or their associated family trusts/

Shares and Warrants in Ecoya.

None of the Directors

guarantees the Shares or

Warrants offered under this

Offer Document or undertakes

any liability in respect of the

Shares or Warrants.

26. Assuming all ESP and

IDSP Shares and Warrants

are issued.

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

independent director loan amount number of shares number of warrants

Collette Dinnigan $225,000 225,000 112,500

Rich Frank $225,000 225,000 112,500

Rob Fyfe $225,000 225,000 112,500

director number of shares percentage26 number of warrants

Stephen Sinclair (through The Bakery)

25,043,924 56.5 Nil

Collette Dinnigan 225,000 0.5 112,500

Rich Frank 1,411,165 3.2 225,000

Rob Fyfe 852,185 1.9 212,500

Craig Schweighoffer 4,805,825 10.8 Nil

58 59





Ken SeddonFactory Manager (Sydney)

businesses and government agencies on a

has also worked with a number of prestigious international organisations, including the United States FBI and InterPol. He is an accredited trainer specialising in process improvement and staff development.

Joshua RuddFinancial Controller (Sydney)

commerce. Prior to joining Ecoya Josh was

Energy One Limited.

4.6 Employee Share Plan

Ecoya intends to establish an Employee Share Plan (“ESP”). The ESP will be aimed at motivating

indicators and at attracting potential high achievers to work at Ecoya. Directors will not be eligible to participate in the ESP.

No Shares have been issued under the ESP as at the date of this Offer Document, but it is

Shares will be issued at the discretion of the Directors, subject to the Listing Rules and other legal requirements. It is intended that the initial issue price for the Shares will be the same as the Offer Price.

If an ESP employee participant ceases to be employed by Ecoya within a period of three years, the employee will not be entitled to

4.5 Management team

The management team of Ecoya includes:

Geoff RossExecutive Chairman (Auckland)

marketing and publicity at Ecoya.

background are set out in Section 4.1 of this Offer Document.

Craig SchweighofferChief Executive Officer, Executive Director (Sydney)

Craig was the head of 42 Below Limited, Australia.

out in Section 4.1 of this Offer Document.

Stephen SinclairChief Financial Officer, Executive Director (Auckland)

and the Company Secretary.

and Company Secretary. Further details on

of this Offer Document.

Grant BakerExecutive Director (Auckland)

providing regular support to the management

organisation structure, key negotiations, new contracts and overseas sales management.

out in Section 4.1 of this Offer Document.

Rachel LomasAustralian National Sales Manager (Sydney)

After obtaining a Bachelor of Business Studies, majoring in Marketing Communications, Rachel began working for 42 Below where she was the New South Wales Account Manager. From 42 Below she moved to Sigma Pharmaceuticals as Business Development Manager then to Alberto Culver working as a Channel Activation Manager where she remained until joining Ecoya in 2008.

Claire HoggNew Zealand National Sales Manager (Auckland)

Prior to joining Ecoya in 2009, Claire worked for NZ Magazines as an Advertising Title Manager, Holloway Advertising as a Marketing Consultant and Moochi as a Marketing Manager.

60 61





4.7 Ecoya advisors

Ecoya has attracted three international advisors, who will provide strategic market and brand development advice to Ecoya on a consultancy basis. The three advisors are senior

Deeta Colvin (Australia)

Consolidated Press Holdings (“CPH”) in a Marketing and Special Events role. Between

Relations and Events for PBL Media. During her tenure there, Deeta was responsible for several

Logie Awards, Cleo Bachelor of the Year and ACP Melbourne Cup marquee. She joined PBL Media after selling her successful marketing and public relations company, Colvin Communications, which she ran for 16 years, attracting a client list

was presented with an Ordre de Merit in Paris

business relations between France and Australia.

Paul Frank (USA)

Paul is the son of Rich Frank (Independent Director of Ecoya), and is based in the USA.

Paul has worked in the entertainment industry for over 20 years, and is currently Head of Television for Prospect Park (a music, television

Producer on all projects and is responsible for the development and production of television series, movies and mini-series. Prior to Prospect Park, Paul ran the television department at The Firm, a successful Hollywood talent management company, whose clients include Leonardo di Caprio, Cameron Diaz, Martin Scorsese, Amy Adams and Snoop Dogg.

Darryl Frank (USA)

Darryl is the other son of Rich Frank (Independent Director of Ecoya), and is based in the USA.

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

programming for the studio.

Both Paul and Darryl will help promote

are both ideally placed to do this, given their industry connections.



Instore merchandising stand



62 63


Prospective Financial Information



5.1 Basis of preparation

in this section are the consolidated group position of Ecoya Limited (the “Company”) and

includes a prospective consolidated statement of

position, statement of movements in equity and

with Financial Reporting Standard 42: Prospective Financial Statements (FRS-42). Also included are assumptions for the prospective

the assumptions on which they are based, are the responsibility of, and have been prepared, by the Directors. The Directors have given due care and attention to the preparation of the

underlying assumptions.

Forecasts by their nature are inherently 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.

Accordingly, actual results will vary from the

favourable. Therefore, the Directors cannot and do not guarantee the achievement of their

prepared and authorised by the Board as at 24 March 2010 for use in this Offer Document and not for any other purpose. The prospective

April 2009 to 31 March 2010 and 1 April 2010 to 31

for the year ended 31 March 2010 include eleven months actual results to February 2010 and one month forecast.

There is no present intention to update the

Investors must consider the assumptions in order to fully understand the prospective

generally accepted accounting principles in the

will provide that information to Shareholders on request under section 54B of the Securities Act and regulation 44 of the Securities Regulations.

05 PROSPECTIVE FINANCIAL INFORMATION

ecoya: High margin category

64 65





2010nz$000

2011nz$000

revenue

cost of sales (4,086)

gross profit 1,208

expenses

distribution (303) (545)

sales & marketing (1,646) (3,935)

administration (1,565) (4,164)

depreciation and amortisation (60) (88)

ipo expenses - (416)

finance income - net 110

(3,464) (9,101)

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

income tax expense - -

(loss) / profit for the year (2,256) (5,226)

other comprehensive income:

foreign currency translation (46) 81

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

(loss) for the year attributable to:

equity holders of ecoya limited (1,823) (5,226)

minority interests (433) -

(2,256) (5,226)

total comprehensive income attributable to:

equity holders of ecoya limited (5,145)

minority interests (430) -

(2,302) (5,145)

Consolidated Prospective Statement of Comprehensive IncomeFor the year ending 31 March

Consolidated Prospective Statement of Movements in EquityFor the year ending 31 March

share capital accumulated losses other reserves minority interest total equitynz$000 nz$000 nz$000 nz$000 nz$000

balance 1 april 2009 - (645) 71 (174) (748)

loss for the period - (1,824) - (433)foreign currency translation - - (49) 3 (46)

total comprehensive income - (1,824) (49) (430) (2,303)

issue of ordinary shares

for cash - - -capitalisation of related party loan 2,999 - - - 2,999

acquisition of further investment in subsidiary

2,258 (2,258) - - -

share issue cost (5) - - - (5)acquisition of minority interest - (604) - 604 -

balance at 31 march 2010 6,727 (5,331) 22 - 1,418

For the year ending 31 March 2011

attributable to equity holders of ecoya limited

For the period ending 31 March 2010


share capital accumulated losses other reserves minority interest total equitynz$000 nz$000 nz$000 nz$000 nz$000

balance 1 april 2010 6,727 (5,331) 22 - 1,418

loss for the period - (5,226) - - (5,226)foreign currency translation - - 81 - 81

total comprehensive income - (5,226) 81 - (5,145)

share entitlement reserve - - 242 - 242

323 - (3,485)issue of ordinary shares

for cash 10,000 - - - 10,000

share issue cost (810) - - - (810)

balance at 31 march 2010 15,917 (10,557) 345 - 5,705

66 67





Consolidated Prospective Statement of Financial PositionAs at 31 March

Consolidated Prospective Statement of Cash FlowsFor the year ending 31 March

ASSETS2010nz$000

2011nz$000

current assets

cash and cash equivalents 130 2,049

trade and other receivables

inventories 1,605

total current assets 2,184 5,232

non-current assets

plant and equipment 1,231

intangible assets 1,118

total non-current assets 1,688 2,304

total assets 3,872 7,536

current liabilities

trade and other payables 1,422 1,800

interest bearing liabilities 1,032 31

non-interest bearing liabilities - -

total current liabilities 2,454 1,831

total liabilities 2,454 1,831

net (liabilities) / assets 1,418 5,705

equity

contributed equity

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

2010nz$000

2011nz$000

cash flows from operating activities

receipts from customers (inclusive of goods and services)

payments to suppliers and employees (inclusive of gst) (5,960) (12,610)

interest received - 165

interest paid (8) -

net cash inflow / (outflow) from operating activities (2,661) (4,931)

cash flows from investing activities

payments for plant and equipment (226) (921)

payments for intangible assets (32) -

net cash inflow / (outflow) from investing activities (258) (921)

cash flows from financing activities

proceeds from bank borrowings 1,000 (1,000)

repayments on finance lease (11) -

loan received from related party - net -

net proceeds from issue of shares

net cash inflow / (outflow) from financing activities 3,030 7,774

net increase / (decrease) in cash and cash equivalents 111 1,922

cash and cash equivalents at the beginning of the period 18 130

exchange gains on cash and cash equivalents 1 (3)

cash and cash equivalents at end of period 130 2,049

68 69





B SPECIFIC ASSUMPTIONS

10. Accounting Policies

consistent throughout the period covered by

for the new policies discussed below. It is also assumed there will be no material change in

to 31 March 2009 included in the Prospectus.

In addition to those accounting policies the group intends to adopt the following accounting policies.

Share Capital

Ordinary share capital is recognised at the fair value of the consideration received by the Company. Transaction costs related to the listing of new shares

shares are allocated to those transactions on a proportional basis. Transaction costs

are not considered costs of an equity instrument as no equity instrument is issued, and consequently costs are

Statement when incurred. Transaction costs related to the issue of new share capital are recognised directly in equity as a reduction of the share proceeds received.

Share option schemes

senior employee share option schemes. The fair value of the director and employee

grant of the options in respect of shares

vesting period is determined by reference to the fair value of the options granted.

At each balance sheet date, the entity will revise its estimates of the number

the revision of original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity over the remaining vesting period.

5.2 Assumptions

The principal assumptions on which the

are summarised below and should be read in conjunction with the other information in this Offer Document (including, in particular, the information under the heading “What are my risks?” on pages 96 to 100).

with FRS-42 and assume the following during

statements:

A GENERAL ASSUMPTIONS

1. Economic environment

There will be no material change in the general economic environments in which Ecoya operates or sells its products.

2. Political, legislative and regulatory environment

There will be no material change to the political, legislative or regulatory environments in which Ecoya operates or sells its products.

3. Competitive environment

There will be no material change to the competitive markets in which Ecoya operates or sells its products, and there will be no material change in competitor activity. No new entrants will materially change the competitive environment.

4. Industry conditions

There will be no material change in the general industry structure, third party relationships or employee environments.

5. Taxation

There will be no material change to the

regime in New Zealand, Australia or any other country where Ecoya operates or sells its products, including no change to the

6. Management of Ecoya

No key directors, personnel or consultants will leave Ecoya, and management resources

7. Operating environment

There will be no material costs incurred through either industrial or contractual disputes.

8. Disruption to operations

There will be no material disruption to operations, including through natural

activities (including disruptions to or

9. Key customers / suppliers

There will be no loss of key customers or suppliers.

70 71





2010 2011

actual 6 monthperiod ended30/09/09

prospective6 month period ending31/03/10 total

prospective 6 monthperiod ending30/09/10

prospective6 month period ending31/03/11 total

nz$000 nz$000 nz$000 nz$000 nz$000 nz$000

australia 1,498 2,154 3,652 2,682 3,223 5,905

new zealand 81 156 235 586 821

rest of world - 28 28 293 942 1,235

2,338 3,210

The Group’s forecast revenue

11. Revenue

the table above.

Sales Price Assumptions

The Company has assumed selling prices in each market on the following basis:

Australia The 2010 sales prices are based on the current

customer list price. In conjunction with the launch of new packaging, the Company has forecast to increase the customer list prices

New Zealand The sales prices are based on the current

distributor. In conjunction with the launch of new packaging, the Company has forecast to increase the contract price by

China The sales prices are based on the current

distributors. In conjunction with the launch of new packaging, the Company has

average in September 2010.

USA The USA sales price is based on pricing that

was presented at the latest trade show in New York. Ecoya received positive feedback in respect to both the product and prices at the New York trade show.

Australia

be derived from a number of sources:

Existing Products Through FY10 Ecoya has invested in new

marketing branding and packaging of its

products. Investment will continue through

sales to increase as a result of this new investment. The Company has forecast to

in June 2010 which will also contribute to the increase in revenue. Ecoya launched the new packaging and pricing at a recent trade show in Australia and received positive feedback.

Geographic Expansion

come from Melbourne and Sydney. During the plan period Ecoya intends to grow revenue in these cities and other Australian cities through additional investment in sales people, marketing and branding. At 28 February 2010 Ecoya had 10 full time equivalent employees in the sales team and this is forecast to grow to 16 full time equivalent employees by March 2011. The increases in marketing and branding costs are set out in section 13 below.

through new packaging and the

revenue from the price increases discussed above are together forecast to increase revenue by $1,558,000.

New Products Ecoya has developed new products in both

the home fragrance and body and bath

new products in the prospective period. New revenue of $694,000 is forecast from these products in 2011. Included in the new products category is a premium range. Ecoya intends to launch the premium range in Australia in August 2010.

New Zealand

Ecoya entered into a new distribution arrangement in New Zealand in August 2009 and hired a permanent employee. The New Zealand distributor contract is non

party giving 3 months notice. Revenue

amount of retail outlets; increasing same store sales and introducing new products.

Retail Outlets Ecoya intends to grow its retail reach

geographically throughout New Zealand with increased focus on areas outside Auckland and Wellington where the

Part of the strategy to increase retail outlets will be to target larger retail chains.

Same Store Sales Ecoya intends to grow same store sales

through the roll out of new packaging in June 2010.

New Products The New Zealand distributor currently

products. During the 2011 year Ecoya intends to roll out the body and bath

home fragrance range and launch the new premium range. New revenue of $220,000

Rest of World

February 2010 and has received positive interest and feedback for the selected

72 73





2010 2011

audit, accounting, legal & shareholder expenses 161 433

consulting fees 238

distribution expenses 302 545

marketing and branding expenses 2,155

other general and administrative expenses 462

salaries & wages 1,169

travel & accommodation 315 421

ipo expenses - 416

finance income - net (110)

3,464 9,101

Operating ExpenditureUSA sales in May 2010 and has forecast to employ a full time person in the USA from May 2010 and is in discussions with a number of potential agents.

Ecoya retailers currently sell product in Shanghai, China through a distributor. Ecoya intends on investing further in this relationship to grow sales in China. Ecoya supplies product to the Chinese distributor under the terms of an import and distribution agreement entered into

The contract has a right of renewal for two years subject to the distributor meeting certain performance criteria.

Ecoya has also had enquiries from other potential customers throughout the Asian region.

The Company has forecast sales into the

from July 2010.

12. Cost of Goods

The calculation of cost of goods sold has been

bill of materials allocation and an allocation of factory, rent and depreciation. The components of the bill of materials have been calculated using the prices that Ecoya currently pays to its suppliers of raw materials and to its factory employees.

Ecoya has assumed that the cost of goods sold per unit will remain constant with the

It is assumed these unit cost reductions will take place in June and July 2010.

13. Gross margin

The increase between 2010 and 2011 is predominantly the result of margin improvements achieved up to the February 2010 and two further factors:

Selling Price

markets as a result of investment in new products, branding and packaging. The

to occur in June 2010. The weighted average

On a weighted average basis the increase

gross margin improvement of 8 percentage points in June 2010.

Cost of Goods Sold Savings

As discussed in section 12, the Company

three products.

On a weighted average basis these cost

margin improvement of 6 percentage points in June 2010.

14. Operating expenditure

i. Audit, accounting, legal and

and Company estimates of these services during the prospective period.

ii. The Directors fees are fees to be paid to the three Independent Directors.

iii.freight and logistics costs associated

customers. This cost is calculated as a percentage of sales in accordance with section 15 below.

iv. Consulting fees relate to services provided by Paunui (a company associated with shareholder Craig Schweighoffer) and The Bakery has agreed in agreements with each of these parties. The consulting fee paid to The Business Bakery LP is for the

v.

tradeshows, design and production, brochures and merchandising items, new product design, samples, public relations, website development and a provision for write off of old packaging in preparation for launch of the new range. These estimates are based on historical pricing from Company suppliers and the

74 75





2010 2011

australia

new zealand

usa n/a

rest of the world

Distribution expenses

vi. Other general and administrative

vii.non factory full time equivalent employees at 31 March 2010 of 15 that will grow to 28 by 31 March 2011. The increase in head count is assumed as above.

Also included within salaries & wages

recognition of the fair value of the options to purchase 1,350,000 shares as part of the director and employee share purchase scheme over the vesting period of the scheme. The fair value has been calculated using the Black Scholes pricing model which calculates the value of the shares provided under the scheme at 66 cents per share. This value will

accordance with the accounting policy which is intended to be adopted as set out in section 10. The amount to be

is $242,000.

vii. Travel and accommodation includes the cost of travel required to develop new

cost of internal travel within a market and a provision for Directors to travel to attend Board Meetings in both Australia and New Zealand.

A provision for Doubtful Debts has been

15. Distribution Expenses

follows during the relevant periods as a percentage of sales.

Australia and New Zealand distribution

during 2010 and estimates in 2011 based on 2010 supplier rates. All other markets are

freight forwarder.

16. Capital expenditure and Depreciation

During the 2011 year Ecoya is considering moving into larger premises. The rent

market rental estimates.

making production facility during the prospective period.

A total of $921,000 is included in the

relating to the new premises and new production equipment. The cost of the new production equipment is based on estimates previously provided to Ecoya by a manufacturer of candle making equipment

the Company.

existing expected at 31 march 2011

australian sales 10 16

usa - 1

uk - 1

new market development - 1

accounting and administration 5 10

Salary and wage expenses

76 77





31 / 03 / 10 31 / 03 / 11

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

nzd / aud 0.80

Exchange Rates

Depreciation rates adopted in the prospective period are as above:

17. Dividends

No dividends will be paid in the prospective period.

18. Capital raising

It is assumed that the offer will be taken up in full (with no oversubscriptions) and $10 million will be received from the issue

pay costs directly attributable to the Offer of $1,226,000. Of this amount $810,000 will be accounted for as a reduction in

the Income Statement in accordance with the intended accounting policy set out in paragraph 10. The anticipated IPO costs are based on estimates received from the

calculated based on a capital raising of $10 million. Any increase or reduction in the amount raised will require an adjustment to brokerage and investment banking fees.

It is assumed that the proceeds of the Offer will be used to: further develop branding, packaging, increase marketing activity, invest in additional sales people, repay

and fund working capital requirements.

The capital raising proceeds will be held on call pending use. An interest rate

assumed that cash balances during the

19. Debt

Ecoya currently has debt of $1 million provided by the Bank of New Zealand. The balance is forecast to remain the same at 31 March 2010. The debt will be provided from the Bank of New Zealand. It is anticipated that this debt will be repaid from the capital raising proceeds.

20. Exchange rates

rates in the prospective period;

The rates are based on an average of the forecast rates published by four New Zealand trading banks at the date of this Offer Document.

The forecasts use a rate of .85 to convert transactions in US dollars to Australian

21. Taxation

legislation, will not be breached during the

be available to be carried forward. Ecoya

22. Working Capital

It is assumed that the net working capital days at 31 March 2010 and 31 March 2011 will be broadly similar and that the total balance will increase due to the increase in sales over the two periods. In relation to the individual working capital components (payables, receivables and inventory): the payables and receivables balances are based on assumptions regarding the date of collection of receipts from sales and payments for purchases based on the terms of trade and the current

payments; while the inventory balance is based on an assessment of likely balances

months of sales. In line with a change in

23. Intangible Assets

It is assumed that there is no impairment to the carrying value of goodwill.

rate dv

plant and equipment

office furniture and equipment

motor vehicle

Depreciation Rates

78 79





24. Group Sensitivity Analysis

year ending 31 March 2011 are sensitive to variations in certain assumptions used in their preparation. A summary of the likely effect variations to certain assumptions may

is detailed on page 82. The sensitivities

intended to be indicative or predictive of the possible range of outcomes.

Care should be taken in interpreting the information set out on page 82. Each movement in an assumption is treated in isolation from possible movements in other assumptions, which is not likely to be the case. Movements in one assumption may have offsetting or compounding effects on other variables, the impact of

Financial Statements. In addition, it is possible that more than one assumption may move at any point in time, giving rise

in the Prospective Financial Statements.

The three factors that are considered to

Sales volumes

number of new products and enter new markets during the prospective period. The success of these actions may be varied. The sensitivity analysis table on page 82 shows the estimated impact of a change in

is unchanged.

The gross profit percentage

by sales prices, costs of materials and

those products are sold. The sensitivity analysis table on page 82 shows the estimated impact on net loss before

percentage that may eventuate from any one or combination of these factors.

Fragranced oil and natural

diffuser reeds with glass

decanter, Lotus Flower

fragranced Hand & Body

Wash with botanical

cleansers, and Sweet Pea and

Jasmine fragranced soap rich

in natural oils.



80 81





Exchange rates

then this will affect the cost of materials, the value of sales in foreign markets and the translation of the Australian results into New Zealand dollars. The sensitivity analysis table above shows the estimated impact of a change in the NZ dollar against all other currencies.

are set out in the table above.

The amount of capital raised from this offer

In addition to the sensitivities described

sensitive to the amount of capital raised on listing. Should the amount of capital raised differ from the $10 million currently assumed then Ecoya will take appropriate actions to adjust its investment in sales and marketing,

Therefore the underlying assumptions for

should be noted that a $1 million reduction in the capital amount raised would not 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.

The table above summarises the forecast cash balances at the minimum offer amount, target offer amount and assuming the Offer receives oversubscriptions of

sensitivity takes into account changes in

balances, but does not consider what other changes may be made to actions within the business, as discussed above.

Investors should also refer to the discussion of these factors set out under the heading “What are my risks” on pages 96 to 100.

impact on the net loss before income tax of a change relative to the prospective financial statements for the year ending 31 march 2011

movement in sales volume

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

movement in gross profit percentage -4.0ppt -2.0ppt +2.0ppt +4.0ppt

($318,000) ($159,000) $159,000 $318,000

movement in nz dollar against all other currencies

($312,000) ($156,000) $156,000 $312,000

Impact on the expected net loss before income tax

$000 minimum target maximum

capital raised under the offer 9,000 10,000 13,000

forecast cash balance at 31 march 2011 1,040 2,049

Summary forecast cash balances at the minimum offer amount

82 83


Historic Financial Information


Summary Historic Financial Information

ecoya: Australasian origins and provenance

06 SUMMARY HISTORICAL FINANCIAL INFORMATION

Ecoya Limited has designated itself and the

prepared in accordance with New Zealand Financial Reporting Standard No. 43.

out in the Prospectus.

are in compliance with NZ IFRS. The interim

December 2009 are in compliance with NZ IAS 34 Interim Financial Reporting.

authorised for issue on 24 March 2010 by the Board.

were authorised for issue on 24 March 2010 and for 31 December 2009 on 24 March 2010.

included in the Prospectus or can be obtained on request from the Company.

31 March 2009 have been audited. The audit

the 14 month period ending 31 March 2009 was

inventory relating to the inventory acquired with Ecoya Pty Limited in March 2008 or the closing inventory at 31 March 2009 and the auditors were unable to satisfy themselves as to the inventory balance by other audit procedures, as PricewaterhouseCoopers were not appointed as auditors of the Company until November 2009. Any misstatement of the inventory

results for the period ended 31 March 2009 and the subsequent period.

ended 31 December 2009 are unaudited.

84 85





Statement of Movements in EquityFor the 9 months ended 31 December 2009


14 months ended 31 march 2009(audited)nz$000

9 months ended 31 december 2009(unaudited)nz$000

revenue 2,349

cost of sales (2,151)

gross profit 609 927

other income 11 -

other grains (losses) - net (34) -

expenses

distribution (126) (235)

sales & marketing (262) (1,122)

administration (1,156) (1,104)

other (29) -

finance income - net 12

(loss) / profit before income tax (940) (1,522)

income tax expense - -

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

other comprehensive income

foreign currency translation - 10

total comprehensive income for the period (940) (1,512)

(loss) for the period attributable to:

equity holders of ecoya limited (645) (1,089)

minority interests (295) (433)

(940) (1,522)

total comprehensive income attributable to:

equity holders of ecoya limited (645) (1,082)

minority interests (295) (430)

(940) (1,512)

Statement of Comprehensive Income

share capital accumulated losses other reserves minority interest total equity

nz$000 nz$000 nz$000 nz$000 nz$000

balance 1 april 2009 - (645)

loss for the period - (1,089) - (433) (1,522)

foreign currency translation - - 3 10

total comprehensive income - (1,089) (430) (1,512)

issue of ordinary shares (2,258) - - 4,019

acquisition of minority interest - (604) - 604 -

balance at 31 december 2009 6,277 (4,596) 78 - 1,759

Statement of Movements in EquityFor the 14 months ended 31 March 2009


share capital accumulated losses other reserves minority interest total equity

nz$000 nz$000 nz$000 nz$000 nz$000

balance on incorporation 31 january 2008

- - - - -

loss for the period - (645) - (295) (940)

foreign currency translation - - 1

total comprehensive income - (645) (294) (868)

minority interests arising on business combinations

- - - 120 120

balance at 31 march 2009 - (645) 71 (174) (748)

86 87





14 months ended 31 march 2009 nz$000

9 months ended 31 december 2009 nz$000

net cash inflow / (outflow) from operating activities (945) (1,605)

net cash inflow / (outflow) from investing activities (1,490) (119)

net cash inflow / (outflow) from financing activities 2,419 1,810

net (decrease) in cash and cash equivalents (16) 86

cash and cash equivalents at the beginning of the period - 18

exchange gains on cash and cash equivalents 34 -

cash and cash equivalents at end of period 18 104

as at 31 march 2009(audited) nz$000

as at 31 december 2009(unaudited) nz$000

ASSETS

current assets

cash and cash equivalents 18 104

trade and other receivables 356 2,046

inventories 452 642

total current assets 826

non-current assets

plant and equipment 468 495

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

Statement of Financial Position Statement of Cash Flows

88 89



ecoya:

What sort of investment is this?

The Offer

Ecoya is offering 10 million new fully paid ordinary shares with the ability to accept oversubscriptions of up to a further three million Shares. Full details of the Offer are set out on pages 21 to 26.

All Applicants allotted Shares under this Offer will be issued one Series 1 Warrant and one Series 2 Warrant for every four Shares allotted (up to a total of 3.25 million) Series 1 Warrants and 3.25 million Series 2 Warrants if the Offer is fully subscribed, including oversubscriptions. Any fractional entitlements to Warrants will be disregarded.

The Offer Price is NZ$1.00 per Share. The Warrants to be allotted with Shares will be issued for nil consideration.

The terms of the new Shares will be identical

Shares will rank equally in all respects with the

Shares

Each Share gives the holder the right to:

(a) Attend and vote at a meeting of Ecoya including the right to cast one vote per Share on a poll on any resolution, such as a resolution to:

Constitution;

section 221 of the Companies Act; and

(b) Receive an equal share in any distribution, including dividends, if any, authorised by the Board and declared and paid by Ecoya in respect of that Share.

(c) Receive an equal share with other Shareholders in the distribution of surplus assets in any liquidation of Ecoya.

(d) Be sent certain Company information.

Shareholder by the Companies Act and the Constitution.

Dividends

Ecoya does not currently anticipate that it will pay a dividend for the foreseeable future.

set out under the heading “What returns will I get?” on pages 94 to 96.

Warrants

Each Warrant entitles the holder to subscribe for and be allotted one ordinary share in the

price of NZ$1.00 per Warrant. Series 1 Warrants

Warrants (unless fewer Warrants are held).

A Warrant does not entitle the holder to:

(b) participate in any dividends declared by the Board; or

(c) participate with any other securities in the residual assets of Ecoya upon liquidation of Ecoya.

Each Warrant does entitle the holder to:

(a) certain information from Ecoya, including its annual and half yearly reports and notices of meeting;

07 ANSWERS TO IMPORTANT QUESTIONS90 91



conversion statement is not known by Ecoya, or any Director of Ecoya, to be false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to adverse circumstances.

Listing on NZX

Application has been made to NZX for permission to list the Shares and Warrants, and all the requirements of NZX relating thereto that can be complied with on or before the date of this Offer Document have been duly complied with. However, NZX accepts no responsibility for any statement in this Offer Document. Initial quotation of the Shares and Warrants on the NZSX, under the symbols ECO, ECOWA and ECOWB respectively, is anticipated to occur on 3 May 2010. NZX is

Securities Markets Act.

While Ecoya is listed, its Constitution is deemed to incorporate all provisions of the NZSX Listing Rules required to be contained or incorporated in its constitution. For so long as its Shares and Warrants are listed on the NZSX, Ecoya must comply with the Listing Rules as amended from time to time.

Who is involved in providing it for me?

Ecoya Limited is the issuer of the Shares. Ecoya

is located at:

c/-Chapman Tripp Level 35, ANZ Centre 23-29 Albert Street Auckland 1140.

The directors of Ecoya as at the date of this

Craig Schweighoffer and Stephen Sinclair.

The principal activity of Ecoya Limited is that it is a holding company for its operating subsidiaries, which are involved in selling products to customers in the home fragrance and body & bath markets. Ecoya Limited commenced business in February 2008, and its main operating subsidiary was established in April 2004. Further information in respect of the business activities of Ecoya is contained in sections 2 to 4 of this Offer Document

How much do I pay?

The Shares are being offered at the Offer Price of NZ$1.00 per Share. The Warrants issued with the Shares will be allotted for nil consideration.

their terms as set out on pages 91 to 93 at NZ$1.00.

Applications to subscribe for Shares must be made on the Application Form in accordance with the instructions set out below in this Offer Document and on the page preceding the Application Form. Applications under the Offer must be made for a minimum amount of NZ$1,000 or A$800 Shares and thereafter in multiples of NZ$500 or A$400.

Applications must be accompanied by payment in full for the total number of Shares applied for at the Offer Price of NZ$1.00 per Share. Payment may be made in either New Zealand dollars or Australian dollars. Cheques for New Zealand dollar payments must be drawn on a registered New Zealand bank, must be crossed “Not Transferable” and should be made payable to “Ecoya IPO”.

Cheques for Australian dollar payments must be drawn on a registered Australian bank, must be crossed “Not Transferable” and should be made payable to “Ecoya IPO”. Any payments in Australian dollars will be converted into the New Zealand dollar equivalent using the

rate as at 11.10am (NZT) on the day allocations under the Offer are determined quoted by The Reserve Bank of New Zealand, and the number of Shares paid for will be calculated as such New Zealand dollar equivalent divided by the Offer Price (rounded down to the nearest Share).

(b) any other rights conferred on Warrant

Companies Act or the Listing Rules; and

(c) attend (but not vote at) any meetings of the Shareholders of Ecoya.

Each share issued on conversion of a Warrant will rank equally in all respects with the

Company at the time of conversion and will give the holder the rights attaching to the Shares as described in this Offer Document.

the Company makes a pro-rata rights issue

Board according to the formula prescribed

account the market price for the shares and the subscription price for the shares under the rights issue, and there will be no change in the number of shares to which a Warrant holder is

Ecoya makes a pro-rata bonus issue of ordinary

(other than an issue in lieu of dividends) shares or securities will be reserved for issue to Warrant

the Warrant. Bonus securities will be reserved on the basis that each Warrant held on the relevant date of entitlement was one ordinary share in Ecoya. In the event that a Warrant holder does

right to the bonus shares and securities will lapse.

there is a consolidation or subdivision or similar proportionate reconstruction of the Shares in the

of the Warrants will be consolidated or subdivided

amended in inverse proportion to that ratio.

Changes of circumstances occurring between the date of the allotment of the Warrants and the date

the Warrants (including their price) or on Ecoya.

Important information relating to the Shares

their price) and Ecoya will be disclosed in accordance with the continuous disclosure provisions of the Listing Rules.

Ecoya will release a pre-conversion statement

website ( www.ecoya.co.nz) between 5 and 10 working days before the earliest date on which

be made or at such other time as permitted by New Zealand securities laws. Holders of Warrants should consider the pre-conversion statement, the market price of the Shares to

other information made available concerning the Shares and Ecoya, before an election to

The pre-conversion statement will contain the following information:

of the pre-conversion statement is to assist registered holders of convertible securities to decide whether to elect to convert those securities;

(whenever they occurred) that make the investment statement false or misleading in a material particular by reason of failing to refer, or give proper emphasis, to those circumstances;

can be assessed, or, where the effect of the adverse circumstances cannot be assessed, a statement to that effect;

the opinion of Ecoya, relevant to a decision about whether to elect to convert, in which case the documents will either be included in the pre-conversion statement or the pre-conversion statement will clearly indicate where those documents may be viewed and how they may be accessed; and

92 93



described in that section could reduce or eliminate the distributions or other returns intended to be derived from holding the Shares and Warrants.

Dividend Policy

The Directors have adopted a policy that there will not be any dividend payments or other distributions made for the foreseeable future as surplus funds will be retained in order to capitalise on immediate and future growth opportunities. Accordingly, and until that policy changes, returns on Shares will be limited to the proceeds of sale or other disposition of Shares and Warrants.

Ecoya is the entity legally liable to pay any dividends or other distributions declared or made on the Shares.

Sale of Shares and Warrants

the market price of their Shares and Warrants. The price of the Shares and Warrants may rise or fall due to numerous factors, including:

(a) general economic conditions, including

(b) variations in the local and global market for listed stocks, in general, or for stocks in the industry in which Ecoya operates;

(c) changes to government policy, legislation or regulation;

(d) the inclusion or removal of the Shares from major market indices;

(e) the nature of competition in the markets in which Ecoya operates; and

performance will not be adversely affected

above factors. Neither Ecoya, nor any of its

agents, partners or advisers guarantees the

There can be no guarantee that an active market in the Shares or Warrants will develop or that the market price of the Shares and Warrants will increase. There may be relatively few or many potential buyers or sellers of the Shares and Warrants on the NZSX at any time. This may increase the volatility of the market price of the Shares and Warrants. It may also affect the prevailing market price at which Shareholders are able to sell their Shares and Warrants. This may result in Shareholders receiving a market price for their Shares that is less or more than the price that Shareholders paid for them.

If you sell any of your Shares or Warrants, the purchaser of those Shares will be legally liable to pay you the sale price of those Shares or Warrants.

Taxation Implications on Returns

the date of this Offer Document, addresses the

and who will hold Shares and Warrants acquired through the Offer on capital account.

This summary is not intended to be an authoritative or complete statement of the laws applicable. Prospective investors are advised to obtain independent professional advice relevant to their own particular circumstances before investing.

Acquisition of Shares: No stamp duty is payable in New Zealand on Share or Warrant transfers and no notice of such transfers is required to be given by a Shareholder to New Zealand revenue authorities.

Disposal of Shares and Warrants: The New

disposal of Shares or Warrants does not form

New Zealand Applicants must forward their completed Application Forms by 5pm (NZT) on 26 April to either:

Ecoya IPO Share Offer C/- Computershare Investor Services Limited

Auckland 1142 New Zealand

Application Form to reach Computershare no later than 5pm (NZT) on 26 April 2010.

Australian investors may send their Application to

Ecoya c/- Computershare Investor Services

Australia

Such Applications must be received by Ecoya by 3pm (AEST) on 26 April 2010. Alternatively, Australian investors may send their Application to Computershare in New Zealand, as described above.

Further information on how to apply for Shares is set out in the section of this Offer Document entitled “Application Instructions”

What are the charges?

Applicants are not required to pay any charges to Ecoya in relation to the Offer, other than the Offer Price of each Share allocated to them.

Shares and Warrants purchased or sold on the NZSX are likely to attract normal brokerage fees and charges.

Ecoya will pay all costs associated with the Offer.

allocations under the Offer. Ecoya will pay a

applications received from NZX Firms in respect of applications under the NZX allocation pool

be paid by Ecoya other than the brokerage fee payable to NZX Firms. There will be no brokerage payable on applications received under the public pool that do not bear an NZX Firm stamp.

In addition, First NZ Capital Securities Limited and Craigs Investment Partners Limited will receive a co-manager fee of $25,000 each in respect of the Offer.

Additionally, First NZ Capital Securities Limited and Craigs Investment Partners Limited are

applications bearing their respective NZX Firm stamp if the total amount of their respective

What returns will I get?

Shares

Returns on the Shares and Warrants may be by way of capital appreciation (although the market price of the Shares and/or Warrants may also decline) and any dividends paid and other distributions made in respect of the Shares.

dividends and other distributions.

Nothing contained in this Offer Document should be construed as a promise of

does any other person give) any guarantee or promise as to the return of capital or the amount of any returns (including dividends and other distributions) in relation to the Shares or Warrants. The amount of any returns will depend on a number of factors, including those discussed under the heading “What are my risks?” on pages 96 to 100. The factors

94 95



the future market price of the Shares and Warrants may be less than the price paid for them and returns on the Shares may be less than anticipated.

Investors should be aware that there is no guarantee that they will receive the returns described in the section “What Returns will I get?”

If the Company is placed in liquidation, the

value of their original investment (or there may be no residual value at all).

Some of the principal risk factors which may affect the ability of investors to recoup their

price performance are detailed in this section. These risk factors are not the only ones faced by the Company. There may be additional risk factors that the Company is currently unaware of, or that the Company currently deems immaterial but which may subsequently become key risk factors for the Company. You should consider these risk factors in conjunction with other information in this Offer Document.

The risk factors described below necessarily include forward-looking statements. Actual events may be materially different to those described below and may therefore affect the Company in a different way.

Growth company

Ecoya has only been trading since 2004, with a

years. Whilst revenue growth over the past two years has been substantial in percentage terms, that increase is from a low base. Therefore,

increase at the same rate in the future.

Ecoya intends to focus on growing its business,

to cover its costs. In other words, Ecoya does not

immediate or short term future and is also cash

International markets

Ecoya is engaged in promoting the sale of products predominantly in Australia and New

in those countries and international markets. The international market and demand for

New products

Ecoya is developing additional products, and anticipates new revenue from those products. There is a risk that Ecoya may not successfully launch those products and that anticipated revenue may not occur.

New distribution arrangements

distribution networks and sales resources for its new international markets (or in

resources for its New Zealand and Australian markets), this would negatively impact on Ecoya and its prospects.

Consumer demand

consumer demand for high-to-medium-end home fragrance and body & bath products.

demand will not continue, there can be no certainty as to future consumer preferences, and any change in preferences could adversely impact Ecoya and its prospects.

Ecoya has invested in new branding and packaging of its products. As part of the strategy to roll out this new packaging, Ecoya is planning to increase its selling price. Despite the new packaging, there is a risk that the increased sales price will impact consumer demand.

from the disposal of Shares or Warrants will generally not be subject to New Zealand

to this where the Shares or Warrants were purchased for the purpose of sale or if the Shares or Warrants were acquired as part

gain (or loss) for the Shareholder will be the difference between the cost of acquiring the Shares or Warrants and the market value of the consideration received for their disposal.

Shareholder domiciled in New Zealand may

Dividends: In general, any distribution, including a cash dividend, by Ecoya in respect

issue of Shares or a return of capital in certain circumstances, will be considered a dividend

by Ecoya to New Zealand resident Shareholders

imputation credits attached to those dividends. For dividends paid after 31 March 2010, the

of the dividend. Any unutilised imputation

income of that Shareholder.

dividends does not need to be accounted for if the New Zealand resident Shareholder

be current at the time the dividend is paid. Ecoya will account for resident withholding

that this is not required by law. Any resident

a dividend paid to a New Zealand resident Shareholder is able to be credited against the

What are my risks?

Ecoya is an early stage home fragrance and body & bath products company with a short operating history. Accordingly, you should read all the information in this Offer Document, and talk to a qualified adviser that you trust before deciding whether or not to subscribe for Shares in Ecoya under this Offer.

One of the main principles of investing money is to have a diversified portfolio of investments. Potential investors should carefully consider the size of their application relative to their other investments.

Risks Relating to Shares

No investment is risk-free and the Shares and

to investors is that they may not be able to recoup their original investment or they may

happen for a number of reasons, including that:

sell their Shares and Warrants is less than the price paid for them.

Warrants at all – for instance, because the market for them does not develop, becomes

receivership or liquidation.

The Shares issued under the Offer will be fully paid ordinary shares and Shareholders will have no liability to make any further payment in respect of their Shares. Warrant holders will have no liability to make any payment in respect of their Warrants, but must pay the Offer Price

their Warrants and subscribe for Shares.

96 97



Cost of goods

Ecoya relies upon a number of raw materials in

increase in the price or reduction in the availability of those materials could have a

There is no certainty that Ecoya could procure alternate materials on favourable terms.

Third party dependency

Ecoya is reliant on a number of contracts or arrangement with third parties who provide essential services on an outsourced basis. These include its contracts or arrangements with suppliers, manufacturers of certain products, distributors and other agents. A failure for any reason by any of these suppliers to provide those services or a failure

ability to provide services to its customers.

contracts or arrangements may be terminated (lawfully or unlawfully) or may not be renewed.

There is no assurance that Ecoya will be able to maintain its current position with these third parties or that it could procure substitute arrangements if the contracts or arrangements were terminated.

Disruption to manufacturing facilities

Ecoya could be adversely affected in the event

manufacturing operations). Ecoya is planning to install further equipment in its manufacturing

new equipment could adversely impact Ecoya.

Product recall

Ecoya could be adversely affected in the event that it needs to recall any of its products.

Exchange rate risk

markets, it will derive some or most of its revenues and costs in those international

Economic conditions

a wide range of adverse effects from a widespread recession and tighter credit markets. A continued and/or prolonged deterioration in general market conditions resulting in reduced or negative growth in the markets in which Ecoya operates (or intends to operate), or in reduced demand for home fragrance and/or bath & body products, could have a material adverse effect on the revenues,

Regulatory environment

Australia and overseas. It is required to comply with a wide range of statutory and regulatory requirements. A material failure to comply with these requirements could cause material

Alternatively, the introduction of new, or the

in the markets in which Ecoya operates may require changes to methods of operation, product

incurred to meet any new requirements.

Reputational risk

distributors, suppliers and other parties may

Changes in taxation

Any change to the current rate of company income

Marketing

The long term success of Ecoya will depend, to

to trends in the home fragrance and body & bath products sectors, including its ability to develop and pursue appropriate marketing strategies.

Competitor initiatives

The global home fragrances and body & bath products market is highly competitive.

encounter new competition. There is a risk that Ecoya may not be able to compete successfully against its current and/or future competitors.

to its product offering, and future products/services, is unknown.

Management of growth opportunities

Ecoya is pursuing substantial growth

international markets. If Ecoya succeeds and its business grows rapidly, its customer

personnel and other resources are unable to

be materially adversely affected.

Key sales channels

Ecoya has developed a number of key customer relationships in Australia and New Zealand and could be adversely affected if a key customer determined to cease stocking Ecoya products.

Failure to attract and retain personnel

Any failure to generally attract, retain and

adversely affect its business. Ecoya has been

reduce as its management team grows and becomes more established. However, for the foreseeable future, Ecoya will be dependent on the continued involvement and commitment

adverse effect on Ecoya and its prospects.

Funding

Ecoya is forecasting a loss of NZ$2.3 million in the year to 31 March 2010 and a loss of NZ$5.15 million in the year to 31 March 2011 and is forecasting to have $2.05 million in cash at

continue to apply funds in order to grow its business. Funding of this continued growth will be achieved through funds raised from

15 December 2011 and other sources considered prudent at the time. Should Ecoya not be able to secure additional funding when required, it may be required to slow its growth investment and endeavour to move its activities towards

Intellectual property

on its ability to develop and protect its brand in New Zealand, Australia and the overseas markets in which it operates. There can be no assurance that Ecoya will obtain, or be able to maintain, such protections, or that any such

intellectual brand property.

There can be no assurance that third parties will not independently develop similar alternative intellectual brand property without

and / or trademarks.

The occurrence of any of these events could

Raw material supply

Ecoya is reliant on certain products and ingredients supplied by third parties. While Ecoya considers that it adopts best practices, there may be product risks that cannot be eliminated or managed by Ecoya which may adversely affect sales, or potential sales, of its products.

98 99



Rule 8.3.1 restrict Ecoya from taking any action which affects the rights attached to the Shares or Warrants, unless that action has been approved by a special resolution of Shareholders / Warrant holders whose rights are affected by the action. A special resolution must be approved

Shareholders entitled to vote and voting on that resolution. Under certain circumstances, a Shareholder whose rights are affected under an action approved by a special resolution may require Ecoya to purchase its Shares.

How do I cash in my investment?

Under certain provisions in the Companies Act 1993, the Shares and Warrants could be cancelled by Ecoya by a reduction of capital, share buy-back or other form of capital reconstruction. Subject to this, neither the Shareholders, Ecoya, nor any other person has any right to terminate, cancel, surrender, or otherwise make or obtain payment from the Shares and Warrants, other than in accordance with their issue terms and as referred to in this Offer Document under the section titled “What returns will I get?”.

Shares and Warrants will be tradeable subject only to compliance with the Constitution, the NZSX Listing Rules, applicable laws (including

and the Overseas Investment Act 2005) and the

date of preparation of this Offer Document, there is no established market for the Shares or

for the Shares and Warrants is likely to develop on completion of the Offer. No charges are payable to Ecoya in respect of any sale of Shares or Warrants. Any sale of Shares and Warrants on the NZSX will attract normal brokerage fees.

Application has been made to NZX for permission to list the Shares and Warrants and all the requirements of NZX relating thereto that can be complied with on or before the date of this Offer Document have been duly complied with. However, NZX accepts no responsibility for any statements in this

regulated under the Securities Markets Act.

Shares and Warrants allocated under the Offer

NZSX under the symbols ECO, ECOWA and ECOWB from 3 May 2010. Applicants should not attempt to sell Shares or Warrants until they know whether and if so, how many Shares and Warrants have been allocated to them. None of Ecoya, nor any person associated with the Offer, nor any of their respective directors,

partners or advisers, accepts any liability or responsibility should any person attempt to sell or otherwise deal with Shares or Warrants before a statement of their initial holding is received by that person.

Who do I contact with enquiries about my investment?

Any inquiries about the Shares or Warrants should be directed to:

the Share Registrar;

Computershare Investor Services Limited, Private Bag 92119 Auckland 1142 New Zealand

Investor inquiries:

(or 0800 220 010 within New Zealand)

Facsimile:

OR

[email protected]

the Company;

Level 2 142 Broadway Newmarket Auckland 1140

Phone:

Facsimile: +64 (9) 925 0385

General Market Risks

Prior to this Offer, there has been no public market for the Shares or Warrants. There can be no assurance that an active trading market in the Shares or Warrants will develop or that the price of the Shares or Warrants will increase. There may be relatively few potential buyers or sellers of the Shares and Warrants on the NZSX at any time. This may increase the volatility of the market price of the Shares and Warrants. It may also affect the prevailing market price at which Shareholders are able to sell their Shares and Warrants.

Factors such as changes in the New Zealand or international regulatory environment (including for accounting), New Zealand and international equity markets, New Zealand dollar and foreign currency movements and the New Zealand and global economy, could cause the market price of

adversely affect the market price of the Shares and Warrants after the Offer.

The market prices of stocks are, historically, particularly volatile, including in response to changes in stock markets, or the economy, generally.

Other risks

faces the usual risks that arise in the normal course of operating its business, such as:

introduction of new laws could result in increased compliance costs and obligations;

both in its domestic markets and overseas;

business continuity planning and data integrity risk;

making payments;

action among its employees;

emergency, epidemic or pandemic

manage its businesses;

position; and

new technology or products into the market or of a competitor following an aggressive pricing strategy, thereby undermining the competitiveness and/or

Consequences of Insolvency

Shareholders will not be liable to pay any money to any person as a result of the insolvency of Ecoya. All creditors (secured and unsecured) of Ecoya will rank ahead of Shareholder claims if Ecoya is liquidated. After all such creditors have been paid, any remaining assets will be available for distribution between all holders of Shares who will rank equally amongst

assets to enable shareholders to recover all or any of their investment.

Can the investment be altered?

The full terms of the Offer, including the amounts payable on application, are described on pages 21 to 26.

amendment to the Prospectus with the Registrar of Companies. However, those terms cannot be

application has been accepted and Shares and Warrants allotted to the Applicant.

The rights attaching to Shares and Warrants are governed by the Constitution, the Companies Act and the NZSX Listing Rules. The Constitution may only be altered by a special resolution of Shareholders, subject to the rights of interest groups under the Companies Act, or in certain circumstances by court order.

100 101



Is there anyone to whom I can complain if I have problems with the investment?

Complaints about the Shares and Warrants can be directed to the Share Registrar or Ecoya at the address shown under the heading “Who do I contact with enquiries about my investment?”. There is no ombudsman to whom complaints can be made about this investment.

What other information can I obtain about this investment?

Offer Document and Financial Statements

Other information about the Shares, the Warrants and Ecoya is contained or referred to in the Prospectus registered in respect of the

statements and the Constitution may be inspected, free of charge, during normal

c/- Chapman Tripp Level 35 ANZ Centre 23-29 Albert Street Auckland.

Those documents and other documents of,

the Ministry of Economic Development and are available for public inspection on the Companies

Annual Information

Shareholders of Ecoya at the relevant record date will be entitled to receive certain information relating to the ongoing performance of Ecoya in accordance with the Companies Act, the Financial Reporting Act 1993, and the Listing Rules. Shareholders will either receive this information automatically,

request this information.

The Company is also required to make half-yearly and annual announcements to NZX, and such other announcements as are required by the NZSX Listing Rules from time to time.

On Request Information

Shareholders are also entitled to request copies of the following documents under section 54B of the Securities Act:

statements of Ecoya and all documents that are required to be incorporated in, attached

annual report.

(a) This Offer Document.

(a) Any other information that may be requested under regulation 44 of the 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

c/- Chapman Tripp Level 35 ANZ Centre 23-29 Albert Street Auckland.

Natural soy Wild Frangipani

fragranced candle in the large

‘everyday’ tin with two sizes

of natural wax pillar candles.


102 103


Application Form


Application Form

Instructions

You should read this Offer Document carefully before completing the Application Form included with and forming part of this Offer Document. Applications for Shares must be made on the appropriate Application Form accompanying this Offer Document.

General

Applications must be for a minimum amount of NZ$1,000 or A$800 and in multiples of NZ$500 or A$400 thereafter.

Applications for Shares may be lodged from the opening date of the Offer. The Offer will remain open until 5pm (NZT) on 26 April 2010 or such other date as Ecoya may determine in its sole discretion.

An Application must be completed in full and may be rejected if any details are not entered or it is otherwise incorrectly completed. Ecoya reserves the right to treat any Application as valid or to decline any Application, in whole or in part, in its sole discretion and without

whether to reject the Application, or to treat it as valid (and then how to construe, amend or

An Application constitutes an irrevocable offer by the Applicant to subscribe for and

the Application Form with two Warrants attached to every four such Shares (or such lesser number of Shares and/or Warrants which Ecoya may determine) on the terms and conditions set out in this Offer Document and on the Application Form. An application cannot be withdrawn or revoked. By

submitting an Application Form, Applicants agree to be bound by these terms and

decision on the number of Shares and Warrants

No persons accepts any liability or responsibility should any person attempt to sell or otherwise deal with the Shares and

allotments are received by the Applicants for the Shares.

The Application Form

Please complete all relevant sections of the Application Form using CAPITAL

1. Insert your details

(A) Enter your FULL NAME. You should refer to the table below for the correct form of name. Applications containing the wrong form of name may be rejected. Up to three Applicants may apply jointly. Enter your POSTAL ADDRESS for all correspondence. All communications to you from Ecoya (statements, distribution cheques, periodic reports, correspondence, etc.) will be mailed to you at the address as shown. For joint Applicants, only one address is to be entered. Please let us know your TELEPHONE NUMBER(S) in case we need to contact you in relation to your Application.

(B) Insert the NUMBER OF SHARES you wish to apply for and the DOLLAR AMOUNT of payment attached and indicate whether it is in New Zealand dollars or Australian dollars.

08 APPLICATION INSTRUCTIONS

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Application Form


Application Form

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

be made in the same name as the CSN for the CSN to apply to this holding.

(D) Enter your IRD NUMBER or TAX FILE NUMBER.

the Application Form. It must be signed by Applicants personally. Joint Applicants must all sign the Application Form. Companies or other bodies corporate must sign in the same way as they would sign a formal deed or other formal legal document. Applications may, in either

Application Form is signed by an attorney, the power of attorney document is not required to be lodged, but the attorney

of Application Form.

(F) Ensure your Application Form and

by 5pm (NZT) on 26 April 2010.

2. Payment

Full payment for the Shares applied for in the Application Form at the Offer Price of NZ$1.00 per share must accompany each Application Form. Payment may be made in either New Zealand dollars or Australian dollars.

Payments in New Zealand dollars must be made by a cheque drawn on a New Zealand bank, for New Zealand dollars, for value immediately.

Cheques for Australian dollar payments must be drawn on a registered Australian bank, for Australian dollars, for value immediately.

Any payments in Australian dollars will be converted into the New Zealand dollar equivalent using the Australian dollar / New

(NZT) on the day allocations under the Offer are determined quoted by The Reserve Bank of New Zealand, and the number of Shares paid for will be calculated as such New Zealand

dollar equivalent divided by the Offer Price (rounded down to the nearest Share).

Post-dated cheques will not be accepted. Please ensure that the total of the cheque equals the amount payable. If the accompanying payment is for the wrong amount (including because the New Zealand dollar equivalent of an Australian dollar payment is a different amount than anticipated), your Application (at

as valid and you will be deemed to have applied for such number of Shares corresponding with your payment amount (which may be more

Application Form). Make the cheque payable to “Ecoya IPO” and cross it Not Transferable.

account as cheques returned unpaid are likely to result in your Application being rejected or your Allotment being cancelled. Staple your cheque to the Application Form.

Until the issue of Shares and Warrants, application money will be held in a separate

to the respective entitlements. Money received in respect of Applications which are declined in whole or part will be refunded in whole or

after the Allotment Date in the currency of application. Interest will not be paid on any Application money refunded.

3. Delivery

Applications cannot be revoked or withdrawn.

New Zealand investors must mail or deliver their Application Forms with payment to arrive before 5pm (NZT) on 26 April 2010 to either:

Ecoya IPO C/- Computershare Investor Services Limited Private Bag 92119 Auckland 1142 New Zealand

Application Form to reach Computershare by no later than 5pm (NZT) on 26 April 2010.

Australian investors may send their Application to Ecoya Pty Limited at Ecoya -

c/- Computershare Investor Services

Australia.

Such Application must be received by Ecoya Pty Limited by 3pm (AEST) on 26 April 2010. Alternatively, Australian investors may send their Application to Computershare in New Zealand, as described above.

Please lodge your Application Form AS SOON AS POSSIBLE in the event that he Offer closes earlier.

4. Personal information

Personal information provided by you in completing the Application Form will be held by the Share Registrar. The information will be used by the Share Registrar and Ecoya for administration purposes relating to your

Application and, where applicable, issue and holding of Shares and Warrants. If you do not provide all information required by the Application Form, Ecoya may in its discretion decline to accept your offer to subscribe for Shares. Pursuant to the Privacy Act 1993, you have a right of access to, and correction of, the personal information held about you. The addresses of each of the Share Registrar and Ecoya are set out in the directory on the inside back cover of this Offer Document.

5. Correct form of registratble name

Note that ONLY LEGAL ENTITIES are allowed to hold shares. Applications must be in the name(s) of natural persons, companies or other acceptable legal entities. At least one full given name and the surname is required for each natural person. The name of the

name may be included by way of an account

names below.

type of investor correct form of registration incorrect form of registration

Individual – Use given names in full, not initials Sarah Jane Jones S J Jones

Company Business First Limited Business First

Joint Holdings – Use full and complete names for all applicants Mark Joseph Jones & Mary Rose Jones M & M Smith or Mark & Mary Jones

Trusts – Use the full names and complete names of the Trustees and indicate the name of the Trust in the <On Account> section

Russell John Jones & Christine Lucy Jones & Herbert Anderson <Jones Family A/C>

Jones family trust

Deceased Estatesname of the estate in the <On Account> section

Susan Cook & Michael Willis <Estate Peter Hunter>

Estate of late Peter Hunter or Peter Hunter – Deceased

Minor (person under the age of 18 years) – Use the name of the legal representative with the appropriate designation

Sandra Jane Willis < Jonathan Willis A/C>

Master Jonathan Willis

PartnershipsAmelia Chapman and Sophie Young <Chapman & Young Partnership A/C>

Chapman & Young Partnership

Long Names

Clubs / Incorporated Bodies Nicholas Paul Harper <French Food Club> French Food Club

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Application Form


Application Form

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:

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 ZealandOR by 5pm (NZT) on 26 April 2010.Applications by Australian investors should be sent to Ecoya Pty Limited at Ecoya - c/- Computershare Investor Services,

3pm (AEST) on 26 April 2010.

Brokers Stamp08 APPLICATION FORMSide 1 of 2

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”).

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Application Form


Application Form



1.

2.

3.


Postal Address:


Email Address:



NZD AUD $








1. / /

2. / /

3. / /






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)

I, (Name of Attorney)

Of (Address and Occupation of Attorney)

HEREBY CERTIFY:

1. THAT, by Power of Attorney dated the day of his/her/its Attorney on the terms and conditions set out in the Power of Attorney.

2.pursuant to the powers thereby conferred on me.

3.Attorney by death (or winding up) of the Donor or otherwise.

Signed at this day of 2010

Signature of Attorney:

H. CERTIFICATE OF NON-REVOCATION OF AGENCY:

(Complete this section if you are acting as agent for someone)

I, (Name of Agent)

Of (Address and Occupation of Agent)

HEREBY CERTIFY:

1. THAT, by Agreement dated the day of his/her/its Agent on the terms and conditions set out in the Agreement.

2.to the powers thereby conferred on me.

3.death (or winding up) of the Donor or otherwise.


Signature of Agent:

08 APPLICATION FORMSide 2 of 2

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Application Form


Application Form



1.

2.

3.


Postal Address:


Email Address:



NZD AUD $








1. / /

2. / /

3. / /










HEREBY CERTIFY:








I, (Name of Agent)


HEREBY CERTIFY:





Signature of Agent:


112 113


Application Form






HEREBY CERTIFY:








I, (Name of Agent)


HEREBY CERTIFY:





Signature of Agent:


08 GLOSSARY OF KEY TERMS

$, NZD or NZ$ New Zealand dollars

A$ or AUD Australian dollars

the term that Ecoya uses to describe the segment of the home fragrance and body & bath markets which should be affordable to mainstream consumers

Allotment Date

Applicant a person who submits an Application Form under the Offer

Applicationan application to subscribe for Shares and Warrants under the Offer

Application Formthe forms circulated with this Offer Document to subscribe for Shares and Warrants under the Offer

The Bakery

Board of Directors or Directors Stephen Sinclair

Body & bathproduct categories including liquid bath products, shower products, body lotions and soaps

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

compound annual growth rate

Cameron Partners

Closing Date

by Ecoya

Companies Act Companies Act 1993

Company Ecoya Limited

Computershare Computershare Investor Services Limited, the Share Registrar

Constitution the constitution of Ecoya

Co-ManagersFirst NZ Capital Securities Limited and Craigs Investment Partners Limited, being the supporting brokers to the Offer

CEO

CFO

Chairman

CSN Common Shareholder Number

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the term that Ecoya uses for a brand with an environmental platform that contains strong design elements

Ecoya subsidiaries, the business of its subsidiairies and the Ecoya brand

ESP employee share plan

Schweighoffer and Stephen Sinclair.

FASTERFully Automated Settlement and Transfer System, operated by the NZX

FIN

FY

Home fragranceproduct categories including scented candles, air fresheners, room sprays, diffusers, potpourri and oils

Independent DirectorsThe independent directors comprising Colette Dinnigan, Rich Frank, Rob Fyfe

IDSP Independent Director Share Plan

Listing Date and Listing and trading in Shares and Warrants to commence

Listing RulesListing Rules of the NZX in relation to the NZSX (or any market in 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

NZX Firmdesignated as a Primary Market Participant from time to time 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

Opening Date29 March 2010 (9April 2010 in Australia) or such other date as Ecoya determines

Paunui

Prospectusthe prospectus registered in respect of the Offer dated 25 March 2010

Securities Act

Securities Markets Act Securities Markets Act 1988

Securities Regulations Securities Regulations 2009

Share or Shares an ordinary share in Ecoya

Shareholder a holder of Shares

Share Registrar Computershare Investor Services Limited

USA or US United States of America

WarrantsSeries 1 and Series 2 Warrants to subscribe for Shares offered pursuant to this Offer Document

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Directory

Ecoya

New Zealand OfficeLevel 2, 142 Broadway

NewmarketAuckland 1149

Phone: Facsimile: +64 (9) 925 0385

Australian Office9/18 Sir Joseph Banks Drive

Australia

Taren PointNew South Wales 2229Australia

Phone: Facsimile

Directors of Ecoya

Collette DinniganRich FrankRob Fyfe

Craig Schweighoffer Stephen Sinclair

Company Secretary: Stephen Sinclair

Financial Adviser to Ecoya and Organising Participant

Cameron Partners Limited Level 12, HP Tower

Wellington

Phone: +64 (4) 499 6650Facsimile: +64 (4) 499 6651

Co-Managers

First NZ Capital Securities LimitedLevel 39, ANZ Centre23-39 Albert Street

Auckland

Phone: +64 (9) 302 5500Facsimile: +64 (9) 302 5580

Craigs Investment Partners

48 Shortland StreetAuckland CentralAuckland 1010

Phone: Facsimile:

Solicitors

Chapman TrippLevel 35, ANZ Centre23-29 Albert StreetAuckland 1140

Phone:Facsimile:

Auditor

PricewaterhouseCoopersLevel 22, PricewaterhouseCoopers Tower

Auckland

Phone: +64 (9) 355 8000Facsimile: +64 (9) 355 8019

Share Registrar

Computershare Investor Services LimitedPrivate Bag 92119Auckland 1142

Investor inquiries:Facsimile:

Email enquiries: [email protected] Website: www.computershare.co.nz

08 DIRECTORYCopy wefgarga


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ecoya investment statement

Documents