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1 November 2025
Comvita Limited (CVT)
The company will hold a Special Shareholders Meeting at 2.00pm Friday 14 November 2025.
The location is MUFG Pension & Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland.
You can also attend the meeting online at this link.
Company Overview
Comvita was founded in 1974 and listed on the NZX in 2003. It is a producer and distributor of Manuka Honey products. It has offices in China, North America, Europe, Hong Kong, Japan, South Korea, Singapore, Australia, and New Zealand.
In February 2025, the company announced that as a result of accounting irregularities the FY23 net profit has been reduced by $1 million and the FY24 net profit by $3 million.
In May 2025 Luke Bunt resigned from the Board and in August 2025 Karl Gradon was appointed CEO.
Purpose of Meeting
In August 2025, the company announced it had entered into a Scheme of Arrangement with Florenz Ltd a subsidiary of Masthead Ltd a company associated with Christchurch businessman Mark Stewart. Florenz Ltd have offered 80 cents per share a 67% premium on the price the shares were trading for immediately prior to the offer.
The purpose of this meeting is for shareholders to vote on the Resolutions supporting the Scheme.
Disclaimer
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Context
The Board of Comvita have recommended shareholders accept the offer.
Comvita’s two largest shareholders, Li Wang (12.13%) and China Resources Enterprise Limited (6.25%), who collectively hold approximately 18% of Comvita shares, have confirmed they will vote in favour of the Scheme.
The media reports Comvita founder, Alan Bougen who holds 3.36% of the shares is representing a syndicate of shareholders who are seeking to build shareholder support to veto the Scheme vote and to provide active and committed support for a funding proposal.
As of the date of issuing this voting intention, no alternative proposal (from a Bougen-led group or others) has materialised. Bougen confirmed in a October 21st ‘corrective statement’ that while he intends to vote his own shares (3.36%) against the scheme, there are no binding commitments in place with others nor has any formal alternative offer or plan been presented to Comvita’s Board.
An independent valuation report has been prepared Grant Samuel, and a copy of this is included with the Scheme Booklet and Notice of Meeting. The report values the shares at between 70 cents and 92 cents per share, placing the offer of 80 cents per share at around the midpoint of the valuation.
NZSA Commentary
Debt and Re-capitalisation: NZSA notes the significant increase in Comvita’s debt over the last 4-5 years, from a ‘low point’ in 2018. This followed a capital raise that was used to recapitalise the balance sheet. In 2025, debt has once again increased following a series of acquisitions since 2018, now standing at $67.4m.
In the absence of any Scheme proposed by Florenz, recapitalisation of Comvita’s Balance Sheet is likely to be required. It is clear that the two largest holders of Comvita shares are unwilling to commit to such a recapitalisation, and that the debt covenants associated with Comvita’s debt and the impending debt repayment (due in January 2026) form significant limitations on the company’s short-term future.
Comvita’s debt covenant waivers (from its banks) expire on December 31st 2025.
$24m of debt is due for repayment on January 31st 2025, with a further $35m due on March 1st 2026.
We note that in the FY25 Annual Report, Comvita’s auditors identified that the company has a material uncertainty as to whether it can continue as a going concern. NZSA notes that the valuation report prepared by Grant Samuel make a ‘going concern’ assumption in assessing share price valuation at $0.80.
Recent Financial Performance: NZSA has noted the performance challenges facing Comvita’s business over recent periods, noting that FY24 was an “annus horribilis” for Comvita. We also noted bank support for its covenant waivers for the remainder of FY25. Net Loss after tax for FY25 is -$104m (2024 restated -$80.4m), although both financial years include significant non-cash impairments (FY25: $53.9m, FY24: $64.2m). The company made underlying losses in both periods, a reduction from profitability of $10m – $12m between FY21-FY23.
Recent Trading: The company released its Q1 Trading Update on October 23rd. This reflected a small improvement on both last year’s equivalent performance, with net debt standing at $67.4m, slightly better than expectations. It is unlikely that this cautiously positive trading update will impact the company’s ability to repay its due debt in January 2026, nor impact the view of the banking syndicate as regards debt covenant waivers.
Share Price: While $0.80 per share is less than Comvita has traded at in the past, it is a material premium to the share price prior to the announcement (approx. 67%).
Sector: NZSA notes the significant structural oversupply issues facing the manuka honey industry. While stockpiles are reducing, current industry production volumes remain strong. This is relevant for Comvita shareholders, as any structural change in gross margins is unlikely in the short-medium term. While shareholders may benefit from gross margin improvement in the longer-term, Comvita’s balance sheet is facing pressure in the short-term, while will require further capital input (see above).
Competing offers: NZSA notes that the Comvita Board had engaged with multiple parties in considering a potential Takeover or Scheme for Comvita. In this context, we believe it more likely than not that effective value discovery has been achieved on behalf of shareholders. We also note that Florenz operates within the same industry sector, and is therefore likely to achieve synergy/integration value that is less available to other potential offerors (or existing shareholders).
Special Resolution
Under the Companies Act, for the Scheme to be approved by the Shareholders, the following two voting thresholds must be met:
(a) at least 75% of the votes cast by the Shareholders in each interest class who are entitled to vote and who actually vote, must be in favour of the Scheme Resolution, and
(b) more than 50% of the total number of votes attached to all of the Comvita Shares that are able to be cast (whether or not actually cast), must be in favour of the Scheme Resolution.
“That the Scheme (the terms of which are described in the Scheme Booklet) be approved.”
In the absence of any competing offer, NZSA will vote undirected proxies IN FAVOUR of this Resolution
Proxies
You can vote online or appoint a proxy at https://nz.investorcentre.mpms.mufg.com/voting/CVT
Instructions are on the Proxy/voting paper sent to you.
Voting and proxy appointments close 2.00pm Wednesday 12 November 2025.
Please note you can appoint the Association as your proxy. We will have a representative attending the meeting.
The Team at NZSA