AFGT annoucements capital raising to support liquidity
Not for release to US wire services or distribution to the US
Market and Media release 10
th
June 2020
AFT Pharmaceuticals announces capital raising to
support liquidity and optimise capital structure
AFT Pharmaceuticals (NZX:AFT, ASX:AFP) (AFT, the Company), Atkinson Family Trust (AF
Trust) and CRG today announce a capital raising to increase liquidity and reduce
debt.
Placement
AFT is undertaking an underwritten placement, comprised of:
• a primary placement to raise approximately NZ$10 million by issue of new
shares in AFT; and
• a secondary sale of:
o approximately NZ$3.5 million worth of shares by AF Trust; and
o approximately 16 million existing shares by CRG,
(together, the Placement).
The Placement will be followed by a non-underwritten Share Purchase Plan (SPP) of
up to approximately NZ$2 million (together with the Placement, the Capital Raising).
The equity raised by the issue of new shares under the Placement and SPP will be
applied to retire one of AFT’s working capital facilities, improve free cash flow and
provide more flexibility to fund future anticipated growth. The retirement of the
working capital facility is expected to reduce annual interest costs by ~NZ$0.85 million
per annum and reduce FY20 pro forma net debt from NZ$37.1 million to NZ$25.1 million
(1.5x
1
expected FY21 EBITDA
2
) before transaction costs.
The AF Trust is the investment vehicle associated with AFT’s founders, Hartley and
Marree Atkinson. The AF Trust has not sold any shares since AFT’s IPO in 2015 and is
1
Assumes the SPP is fully subscribed.
2
EBITDA is a non-GAAP financial measure. FY21 expected EBITDA reflects the mid-point of Operating Profit
guidance of NZ$14-18 million before depreciation and amortisation of NZ$1.04 million and adjusted to
remove the effects of NZIFRS-16 by deducting operating lease costs of NZ$0.8 million.
selling approximately ~NZ$3.5 million worth of shares in response to investor interest
which represents approximately 1.3% of its current holding
3
. AF Trust will remain the
largest shareholder post transaction with approximately 69% and has no current
intention to sell further shares
4
.
CRG is selling approximately 16 million shares, which represents 100% of its holding in
AFT. To enable CRG to sell its entire holding, AFT has agreed to remove the 12 month
selling restriction currently in place in respect of 468,030 shares held by CRG
5
. CRG has
been a supportive shareholder since 2014, however, the fund in which the AFT
investment is held has now transitioned out of its investment phase and CRG is
returning capital to investors. AFT would like to thank CRG for their longstanding
support of the Company.
The Capital Raising is expected to substantially increase free float of AFT from
approximately 11% to 31% and is expected to provide a corresponding increase to
trading liquidity
4
.
The Placement is underwritten by Bell Potter Securities Limited and Forsyth Barr Group
Limited at a floor price of NZ$3.65, which represents a 22.3% discount to the last closing
price of NZ$4.70 on Tuesday 9
th
June 2020. The final price of the Placement
(Placement Price) will be determined today via a bookbuild.
Share Purchase Plan
AFT is seeking to raise up to approximately NZ$2 million through a non-underwritten
SPP to eligible shareholders.
Under the SPP, holders of existing AFT shares on the share register at 7pm (New Zealand
time) on the record date of Tuesday 9
th
June 2020, and who are eligible shareholders
in New Zealand and Australia, will be invited to subscribe for up to NZ$50,000 of new
fully paid ordinary shares in AFT. The SPP price will be the same as the Placement Price.
Further information in relation to the SPP, including the SPP terms and conditions, will
be outlined in a separate SPP offer document which will be despatched to eligible
shareholders.
Indicative timetable
Placement Date
Announcement, trading halt and bookbuild Wednesday 10
th
June
Trading halt lifted Thursday 11
th
June
3
Based on the underwritten floor price of NZ$3.65
4
Based on the underwritten floor price of NZ$3.65 and assumes the SPP is fully subscribed
5
As required by the ASX Listing Rules, AFT has today filed an amended ASX Appendix 2A form with ASX and
NZX to record the removal of this selling restriction on the 468,030 shares held by CRG.
Settlement date Monday 15
th
June
Allotment and trading of new shares on ASX and NZX Monday 15
th
June
Share Purchase Plan
Record date 7pm NZT, Tuesday 9
th
June
Dispatch of offer document and application form Monday 15
th
June
Share Purchase Plan opens Monday 15
th
June
Share Purchase Plan closes Friday 26
th
June
Allotment of shares Thursday 2
nd
July
Commencement of trading of shares on NZX Thursday 2
nd
July
Commencement of trading of shares on ASX Friday 3
rd
July
For more information about the Capital Raising please refer to the investor
presentation released today on the NZX and ASX.
- Released for and on behalf of AFT Pharmaceuticals limited by Chief Financial Officer
Malcolm Tubby
For more information
Investors Media
Dr Hartley Atkinson Richard Inder
Managing Director The Project
AFT Pharmaceuticals +64 21 645 643
Tel: +64 9 488 0232
About AFT Pharmaceuticals
AFT is a growing multinational pharmaceutical company that develops, markets and
distributes a broad portfolio of pharmaceutical products across a wide range of
therapeutic categories which are distributed across all major pharmaceutical
distribution channels: over the counter (OTC), prescription and hospital. Our product
portfolio comprises both proprietary and in-licensed products, and includes patented,
branded and generic drugs. Our business model is to develop and in-license products
for sale by our own dedicated sales teams in our home markets of Australia and New
Zealand and in certain Southeast Asian markets, and to out-license our products to
local licensees and distributors to the rest of the world.
Not for release or distribution in the United States
This announcement has been prepared for publication in New Zealand and Australia
and may not be released to US wire services or distributed in the United States. This
announcement does not constitute an offer of securities for sale in the United States
or any other jurisdiction. Any securities described in this announcement may not be
offered or sold in the United States absent registration under the US Securities Act of
1933 or an exemption from registration.
---
Working to improve yourhealth
INVESTOR PRESENTATION
JUNE 2020
Investor Presentation June 2020 -Page 2
Disclaimer and ImportantNotice
This presentation has been prepared by AFT Pharmaceuticals Limited (“AFT”).
This presentation has been prepared in relation to:
▪the offer of new shares in AFT (“New Shares”) by way of:
▪a placement to selected investors (“Primary Placement”); and
▪share purchase plan to AFT’s existing shareholders with an address in either New Zealand or Australia (“Share Purchase Plan”); and
▪the offer of existing shares in AFT (together with the New Shares, the “Shares”) by:
▪Capital Royalty Partners II –Parallel Fund B (Cayman) L.P., Capital Royalty Partners II –Parallel Fund A L.P., Capital RoyaltyPartners II L.P. and Capital Royalty Partners II (Cayman) L.P.
(together “CRG”); and
▪Hartley Atkinson and Colin McKay as trustees of the Atkinson Family Trust (“AF Trust Sell Down”),
under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (“FMCA”) and section 708A(12G) of the Corporations Act 2001 (Cth) (as notionally inserted by ASIC Instrument 17-0484) and
ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 20-0572 (together, the “Offer”).
Information
This presentation contains summary information about AFT and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not
purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possibleinvestment in AFT or that would be required in a product disclosure
statement under the FMCA or a prospectus under the Corporations Act 2001 (Cth). The historical information in this presentation is, or is based upon, information that has been released to NZX Limited
(“NZX”) and/or ASX Limited (“ASX”). This presentation should be read in conjunction with AFT’s annual report, market releasesand other periodic and continuous disclosure announcements, which are
available at www.nzx.com and www.asx.com.au.
Any decision to acquire New Shares under the Share Purchase Plan should be made on the basis of the separate offer document to be lodged with NZX (the “Offer Document”). Any eligible shareholder
who wishes to participate in the Share Purchase Plan should review the Offer Document and apply in accordance with the instructions set out in the Offer Document and application form
accompanying the Offer Document or as otherwise communicated to the shareholder. This presentation and the Offer Document do notconstitute an offer, advertisement or invitation in any place in
which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation.
Not financial product advice
This presentation is for information purposes only and is not financial or investment advice or a recommendation to acquire AFT’s securities, and has been prepared without taking into account the
objectives, financial situation or needs of prospective investors. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to
their own objectives, financial situation and needs and consult a financial adviser, solicitor, accountant or other professionaladviser if necessary.
Past performance
Any past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. No representations
or warranties are made as to the accuracy or completeness of such information.
Future performance
This presentation includes certain “forward-looking statements” about AFT and the environment in which AFT operates, such as indications of, and guidance on, future earnings and financial position
and performance. Forward-looking information is inherently uncertain and subject to contingencies, known and unknown risks and uncertainties and other factors, many of which are outside of AFT’s
control, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. A number of important factors could cause actual results
or performance to differ materially from the forward-looking statements. No assurance can be given that actual outcomes or performance will not materially differ from the forward-looking
statements. The forward-looking statements are based on information available to AFT as at the date of this presentation. Exceptas required by law or regulation (including the Listing Rules), AFT
undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.
Investor Presentation June 2020 -Page 3
Disclaimer and ImportantNotice(cont.)
Non-GAAP/IFRS financial information
Certain financial information included in this presentation are non-GAAP / non-IFRS financial information. This non-GAAP / non-IFRS financial information is not audited, and caution should be
exercised as other companies may calculate these measures differently. The non-GAAP / non-IFRS financial information includes pro forma financial information to which certain adjustments have
been made.
AFT’s financial information has been prepared in accordance with Generally Accepted Accounting Practice and is available at www.nzx.com/companies/AFT or investors.aftpharm.com/Investors. It
complies with the New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting Standards, as appropriate for profit oriented entities. AFT’s
financial statements also comply with International Financial Reporting Standards (IFRS).
Distribution of presentation
This presentation must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by AFT of any law. The
distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by law, and persons into whose possession this presentation comes should observe any such
restrictions. Any failure to comply with such restrictions may violate applicable securities laws. See the “Foreign Selling Restrictions” section of this presentation. None of AFT, any person named in this
presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution or possession of this presentation from or in any jurisdiction.
Not for distribution or release in the United States
This presentation is not for distribution or release in the United States. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The
Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),or the securities laws of any state or other jurisdiction of the United
States. Accordingly, the Shares may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States.
Currency
All currency amounts in this presentation are in NZ dollars unless stated otherwise.
Disclaimer:To the maximum extent permitted by law, each of AFT, Forsyth Barr Group Limited and Bell Potter Limited (together, the “Underwriters”), Forsyth Barr Limited and Bell Potter Limited
(together, the “Joint Lead Managers”) and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers (together, the “Specified Persons”) disclaim
all liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect loss or damagewhich may be suffered by any person through use of or reliance on anything
contained in, or omitted from, this presentation.
None of the Underwriters, the Joint Lead Managers or any of their respective affiliates, related bodies corporate, directors,officers, partners, employees, agents and advisers have authorised,
permitted or caused the issue, submission, dispatch or provision of this presentation and none of them makes or purports to makeany statement in this presentation and there is no statement in this
presentation which is based on any statement by any of them. The Specified Persons make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of
information in this presentation and, with regard to the Underwriters, the Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents
and advisers, take no responsibility for any part of this presentation or the Offer.
The Underwriters, the Joint Lead Managers and their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and advisers make no recommendations as to
whether you or your related parties should participate in the Offer nor do they make any representations or warranties to youconcerning the Offer, and you represent, warrant and agree that you
have not relied on any statements made by the Underwriters, the Joint Lead Managers or their respective affiliates, related bodies corporate, directors, officers, partners, employees, agents and
advisers in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this presentation are made only as at the date of this
presentation. The information in this presentation remains subject to change without notice.
Determination of eligibility of investors for the purposes of the Share Purchase Plan is determined by reference to a number of matters, including legal regimes and the discretion of AFT. AFT, the
Underwriters and the Joint Lead Managers disclaim all liability in respect of the exercise of that discretion to the maximum extent permitted by law.
Investor Presentation June 2020 -Page 4
Foreign selling restrictions
4
International Offer Restrictions
This document does not constitute an offer of ordinary shares ("Shares") of AFT in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any
person, and the Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
Australia
This document and the offer of Shares under the Primary Placement and AF Trust Sell Down (each as defined on page 2) is only made available in Australia to persons to whom a disclosure
document is not required to be given under Chapter 6D of the Australian Corporations Act 2001 (Cth) (“Australian Corporations Act”). This document is not a prospectus, product disclosure
statement or any other form of formal “disclosure document” for the purposes of the Australian Corporations Act, and is not required to, and does not, contain all the information which would
be required in a disclosure document under the Australian Corporations Act. If you are in Australia, this document is made available to you provided you are a person to whom an offer of
securities can be made without a disclosure document such as a professional investor or sophisticated investor for the purposes of Chapter 6D of the Australian Corporations Act (other than in
relation to the sale of Shares that are being offered for sale by CRG (as defined on page 2)).
This document has not been lodged or registered with the Australian Securities and Investments Commission, ASX Limited and any other regulatory body or agency in Australia to the extent
applicable to AFT as a foreign entity admitted as an ASX Foreign Exempt Listing. The persons referred to in this document maynot hold Australian financial services licences and may not be
licensed to provide financial product advice in relation to securities. No “cooling-off” regime will apply to an acquisition of any interest in AFT.
This document does not take into account the investment objectives, financial situation or needs of any particular person. Accordingly, before making any investment decision in relation to this
document, you should assess whether the acquisition of any interest in AFT is appropriate in light of your own financial circumstances or seek professional advice.
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it
been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been
taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issuedin connection with it. Accordingly, the Shares have not been
and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules madeunder that ordinance).
No advertisement, invitation or document relating to the Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or
elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (exceptifpermitted to do so under the securities laws of Hong Kong) other
than with respect to the Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted Shares may sell, or offer to sell,
such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any of the
contents of this document, you should obtain independent professional advice.
Singapore
This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore.
Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares, may not be issued, circulated or
distributed, nor may the Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to
and in accordance with exemptions in Subdivision (4) of Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in
accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of AFT’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor"(as
defined in the SFA). In the event that you are not an investor falling within any of the categories set out above, please returnthis document immediately. You may not forward or circulate this
document to any other person in Singapore.
Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-salerestrictions in Singapore that may be applicable to investors who
acquire Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictionsinSingapore and comply accordingly.
Investor Presentation June 2020 -Page 5
AFT was founded 23 years ago by Dr Hartley and Marree Atkinson. Since then AFT has remained an Atkinson-
family controlled business and has grown organically into Australia and internationally
The 2015 IPO raised funds to pursue a more aggressive (and loss-making) R&D-led growth strategy. AFT has
now returned to profitability as intended, as the company was prior to IPO
History of AFT
5
19972004200520092013201420152020
AFT founded by Dr
Hartley and Marree
Atkinson
Development of
Maxigesic
commences
First sales into
Australia
Maxigesic registered
in New Zealand and
sales commence
Maxigesic
registered in
Australia
AFT launches the sale
of products into the
SE Asian market
$33m IPO to fund
new R&D
development
programmes for
Maxigesic and other
proprietary products
2019
AFT returns to
profitability following a
significant investment
period funded by the
2015 IPO
In FY20 AFT delivers
over $100m of
revenue and
operating profit
growth of 87%
Maxigesic sales
commence in
Australia
Investor Presentation June 2020 -Page 6
INVESTOR
PRESENTATION
May 2020
Executive summary
6
AFT Pharmaceuticals
Limited(“AFT”)
develops,licenses and
sells pharmaceutical
products globally
▪Aucklandheadquartered company founded in 1997
▪Portfolioof patentedpharmaceutical products with licensee/distributor network inover 125 countries
▪In-house product developmentteam repurposes existing molecules into IP protected products such as Maxigesic,
MaxigesicIV and Pascomer
▪Demonstratedabilityto take products through clinical trial validation, registration and into sales -extensive clinical
studies have been run by in-house team across the globe
▪In-license products and develop branded products to further expand existing sales operations in Australasia
▪Globally diversified contract manufacturing partners ensure low cost production
Experiencing rapid global
revenue growth and
strong operating cash
flow generation
▪Revenue generated from a mixture of margin on direct sale of goods, licensing fees and royalties
▪FY20Revenue of NZ$105.6m up 24% on FY19
▪Strong cash flow generation with FY20Operating Cash flow of NZ$14.9m
▪Revenue growth is being driven by
―Registration and commencing sales in new countries
―Launchingvariants of existing products in Australasia and new countries
―In-licensing new products developed by others for local Australasia market
▪ExpectedOperating Profit Growth of 23-58% in FY21, before any up-front licensing fees
▪Immediate focus on using surplus cash flow to target net debt of $23–28m. Thereafter the Board of AFT will give
consideration to its ongoing dividend policy
Significantoperating
leverage and increasing
margins
▪Outlookfor fixed cost base largely stagnant despite strong growth outlook
―Major R&D expense largely completed
―Ongoing R&D expense only modest and declining as a % of sales
―Marketing expenses relatively flat and declining as a % of sales due to licensing model ex-Australasia
―No material increase in fixed costs from growth ex-Australasia
▪Licensee and royalty model for markets ex Australasia deliver healthy gross margins with low incremental fixed cost
Capital raising and sell-
down to repay debt and
improve liquidity
▪NZ$10m Placementand NZ$2m Share Purchase Plan to repay debt, resultingin interest savings of ~NZ$0.85m per
annum
▪Approximately$3.5m worth of shares to be sold by HartleyAtkinson and 16,067,045 shares to be sold by CRG
▪Increasesfree float from approximately 11% to approximately 31%
1
and expected to significantly boost liquidity
1
Based on the underwritten floor price of NZ$3.65 and assumes the SPP is fully subscribed
Investor Presentation June 2020 -Page 7
-9.0
-14.8
-10.1
6.1
11.4
14.0
18.0
-20
-15
-10
-5
0
5
10
15
20
FY16FY17FY18FY19FY20FY21F
Operating profit (NZ$m)
Operating profit
1
AFT financials at a glance
7
8
12
17
23
26
28
33
34
40
49
56
64
69
80
85
106
0
20
40
60
80
100
120
'05'06'07'08'09'10'11'12'13'14'15'16'17'18'19'20
Operating revenue (
NZ$m
)
10 year operating revenue CAGR of 14%
-13.9
-19.1
-10.9
1.1
14.9
-25
-20
-15
-10
-5
0
5
10
15
20
FY16FY17FY18FY19FY20
Operating cash flow (
NZ$m
)
Operating cash flow
1
FY20 normalised to exclude $9.8m gainon de-recognition of equity accounted investment
and recognition of net assets acquired at fair value in a step acquisition
Financial year ended 31 March
Investor Presentation June 2020 -Page 8
FY20financialhighlights
8
1
FY20 normalised to exclude $9.8m gain on de-recognition of equity accounted investment and
recognition of net assets acquired at fair value in a step acquisition
40%
Increase in number of countries Maxigesicsold in to
28
24%
Increase in operating revenue to
$105.6m
87%
Increase in normalised operating profit
1
to
$11.4m
229%
Increase in normalised net profit after tax to
$5.3m
$13.8m
Increase in operating cash flow to
$14.9m
Increase in shareholders equity to
$17.3m
239%
Investor Presentation June 2020 -Page 9
Australasian product portfolio
9
AFT has the #1 selling product (Maxigesic) in the Australian para-ibu
1
combo pain relief. AFT’s portfolio
includes a combination of 125 proprietary, branded and generic products which address the following
therapeutic areas:
Pain
Maxigesic, ParaOsteo, ZoRubOA/HP, Fenpaed,
CombolieveDay/Night
Eyecare
Hylo, Novatears, CromoFresh, Opti-soothe Wipes/Mask,
VitAPOS
Vitamins
Ferro-liquid, FerroTab, Ferro-F, Ferro-sachets, Lip VitC,
CalciTab
Allergy
Loraclear, Histaclear, Fexaclear, Levoclear, Allersoothe,
Lorapaed, Becloclear, Steroclear
Gastrointestinal
Gastrosoothe/Forte, LaxTab, Micolette, Nausicalm,
DiaRelieve
Dermatology
Crystaderm, CrystawashHand Sanitizer, Crystasoothe,
ZoRubanti-chafing, Decazol, MycoNail, RestoraNail
Hospital
MaxigesicIV, Injectables
1
Paracetamol and Ibuprofen
Investor Presentation June 2020 -Page 10
Revenue model
Sale of goods
Australasia
▪Direct sales channels in NZ and Australia
▪Includes pharmacy, hospitals, grocery (NZ)
▪In-house sales team of 40 plus six merchandisers
▪45% gross margin
▪87% of current revenues, with the balance being
sales to AFT SE Asia & licensees/distributors ex ANZ
Licensing fees
Rest of World
(“ROW”)
1
▪Upfront fee paid by a licensee for a new territory
for a new product
▪Structure of contracts –typically up-fronts,
milestone payments, minimum volumes, royalties
▪License fees have typically been $2-3mp.a.
▪Sales & marketing expenses borne by licensee
▪High gross margin but lumpier
Sale of goods
and royalty
ROW
▪Product usually contract manufactured for AFT
Pharma and sold to licensee
▪Royalty revenue isa percentage of the net sales
made by the offshore licensee
In our core Australasian market, we directly sell our proprietary products along with a range of in-
licenced products
In offshore markets, we pursue an out-licencing or distributor strategy for selling our proprietary
products, minimising the fixed cost of entering new markets
1
AFT defines ROW as all markets other than Australasia and SE Asia
Revenue by type (FY20)
Sale of goods
(Australasia)
86.7%
Sale of goods
(SE Asia and ROW)
9.4%
Royalties
0.3%
Licensing
3.6%
Investor Presentation June 2020 -Page 11
2
3
4
7
9
20
43
66
131
0
20
40
60
80
100
120
140
FY14FY15FY16FY17FY18FY19FY20FY21FFY22F
Growth drivers
▪Rest of World and South East Asia represented only
13.3% of FY20 revenue but delivered rapid growth of
55% and 130% respectively over FY19 revenue
▪ROW activities contribute to bottom line profit due to
licensing model avoiding in market costs
▪Further growth is expected to be delivered from:
―Being sold in new countries (tripling of countries sold
in expected over the next 2 years)
―Existing countries starting to ramp up after being in
market for 1+ years and positive benefits of licensee
marketing spend is realised
―New variants of current products are made available
to existing countries, such as Maxigesic Intravenous
(IV) and Maxigesic oral solution
Number of countries AFT products sold in
Rest of WorldAustralasia
▪Volume growth of existing products
―Capitalise on Maxigesic#1 market position (Leads
nearest competitor by 11.2%
1
)
―Hylo-Forte -#1 market position
1
―NovaTears-89% growth in FY20
―Vitamin C Liposachets–March 2020 delivered
monthly sales 21x higher than the prior
comparable period
▪New Medicine Registrations
―FY21 –target 11 new approvals in AU & NZ
―FY22 –target 38 new approvals in AU & NZ
1
IRidata, quarter to May 2020
Investor Presentation June 2020 -Page 12
61.4
30.1
9.1
4.9
-
10.0
20.0
30.0
40.0
50.0
60.0
$ m
INVESTOR
PRESENTATION
MAY 2020
Revenuegrowthand regional mix
50.3
26.8
5.9
2.1
-
10.0
20.0
30.0
40.0
50.0
$ m
22% 12% 55% 130%
AustraliaNew ZealandRest of WorldSoutheast Asia
FY2019
4.7%
8.6%
28.5%
58.2%
2.5%
6.9%
31.5%
59.1%
•Continued growth in established markets of Australia and NZ
•Significant growth in Southeast Asia and Rest of World starting to come through post
registration and distribution agreements
FY2020FY2019FY2020
Investor Presentation June 2020 -Page 13
INVESTOR
PRESENTATION
MAY 2020
Sales channels
AFT has broad channel exposure which varies by geography. AFT has an intentional skew towards the Over
the Counter (“OTC”) sales channel where pricing is unaffected by government pricing policies
10%
26%
64%
Australia
29%
13%
58%
New Zealand
14%
84%
2%
SE Asia
16%
8%
76%
Rest of World
16%
24%
60%
Group
PrescriptionHospitalOver-the-counter
FY20 sales by channel
Investor Presentation June 2020 -Page 14
INVESTOR
PRESENTATION
MAY 2020
AFT’s key skill set
Outsourced manufacturing -focus on cost control
Combination of patents and trade secrets protecting product IP
Developing and registering new proprietary/patented products by
repurposing existing molecules
Formulating line extensions of existing proprietary/patented products to
leverage existing brand reputation
Identifying new territories and agreeing licensing agreements with
international licensees/distributors
Identifying opportunities within key therapeutic categories in our ‘home’
Australasian markets and in-licensing relevant products
1
3
2
4
Investor Presentation June 2020 -Page 15
Case study: Maxigesic
15
The lifecycle of Maxigesic development, commercialisation and brand marketing is a clear example of AFT’s
capabilities:
―AFT identified the market for a combined analgesic in 2004
―AFT’s in-house R&D department developed and patent-protected the unique formulation, supported by
independent clinical studies demonstrating its efficacy
―As a new formulation, AFT was successful in educating the market on the benefits of the product and
developing strong consumer brand recognition
―AFT has subsequently entered38global markets with licensing/distributor partners
Maxigesicis patent protected out to 2025-2028, beyond which the brand name is expected to cement
Maxigesic’sOTC position in the market
AFT has now commenced leveraging the brand goodwill into Maxigesicvariants, including:
AFT intends to replicate its approach to Maxigesicwith its R&D pipeline to create further value for AFT
shareholders
―MaxigesicPE (2033 patent)
―MaxigesicHot Drink Sachet
―MaxigesicDry Stick Sachet (2037 patent)
―MaxigesicIV (2031 & 2034 patents)
―MaxigesicCold & Flu
―MaxigesicRapid (2039 patent)
Maxigesicline extensions prolong patent protection until potentially 2039
Investor Presentation June 2020 -Page 16
INVESTOR
PRESENTATION
May 2020
R&D pipeline
16
Pascomer: Treatment of facial angiofibromas
▪Stabilised formulation using proprietary AFT technology
▪Licensed for North America to Timber Pharmaceuticals LLC
▪Granted Orphan Drug designation
▪US IND opened
▪Global Phase II study expected to be completed during 2
nd
half of calendar year 2021, to be followed by Phase III study
with expected completion during 2023
NasoSURF: Intranasal drug delivery instead of an injection
▪Completing device development
▪Drug-device regulatory path
―Multiple potential indications
―Market research US/EU identified first significant
market opportunity
―Patents out to 2036
Investor Presentation June 2020 -Page 17
Outlook
Further drive InternationalSales
▪Keep acceleratingnumber of new countrieslaunched
▪Launchingnew line extensions (e.g. MaxigesicIV)
Extend InternationalLicensing
▪Finaliselicensing agreement discussions in China, Japan, LATAM andUSA
▪Progress commercialisation in additional new territories added
during FY20: Canada, Chile, Columbia, Cyprus Germany, Indonesia,
Pakistan, Peru and Switzerland
Drive Increased UpfrontPayments
▪Maxigesic IV licensing agreements
▪Larger territories such as USA, Japan,China
DriveLocal ANZ Sales
▪Drive Maxigesic sales in AU &NZ
▪New OTC launches in AU &NZ
▪New Covid-19 related product launches
Strong profit growth expected for FY21
▪Expected FY21 Operating Profit in range of NZ$14–18m, representing expected growth
of 23-58%over FY20, before any up-front licensing fees
▪Additional cash flow used to target a net debt position of $23–28m
▪Assess potential for a dividend policy in FY22 once debt is retired to satisfactory level
Working to improve yourhealth
CAPITAL RAISING and SELL
DOWN DETAILS
Investor Presentation June 2020 -Page 19
Offer details
19
Capital Raising summary
•AFT, the Atkinson Family Trust and CRG are undertaking a combined NZ$74.1m
1
Offer comprising a:
•NZ$10.0m Placement by AFT Pharmaceuticals Limited
•NZ$2.0m Share Purchase Plan (“SPP”)
•Approximately NZ$3.5m sell down by the Atkinson Family Trust (representing approximately 1.3%
1
of its current holding)
•16,067,045 share sell down by CRG (representing 100% of current holdings)
•Bell Potter Securities Limited and Forsyth Barr Limited are Joint Lead Managers to the Offer
•The Placement and sell downs are underwritten by Bell Potter Securities Limited and Forsyth Barr Group Limited at a floor price
of NZ$3.65
•The floor price represents a 22.3% discount to the last closing price of NZ$4.70 on 9 June 2020
Share Purchase Plan details
•Offer eligible to New Zealand and Australian shareholders on the register at the record date (7pm NZT, Tuesday 9 June 2020)
•Issue price of the Placement Price
•SPP capped at NZ$2m with a maximum application size of NZ$50,000 per shareholder
1
Based onthe underwritten floor price of NZ$3.65
Investor Presentation June 2020 -Page 20
Use of funds and rationale
20
Use of funds
•Funds raised from the Placement and SPP will be used to retire one of AFT’s working capital facilities
•The retirement of this debt will:
•Reduced annual interest costs by ~NZ$0.85m p.a.
•Reduced Pro-Forma Net Debt from NZ$37.1m to NZ$25.1m
2
•Reduce Net Debt to expected FY21 EBITDA
1
from 2.3x to 1.5x
2
•Improve Free Cash Flow and provides more flexibility to fund future anticipated growth
Sell down rationale
•Due to significant investor interest both the Atkinson Family Trust and CRG have taken the opportunity to sell down
•This sell down is expected to substantially increase free float from approximately 11% to approximately 31%
3
and is expected to provide a
material increase to trading liquidity
Atkinson Family Trust sell down
•Founded AFT and has not sold a share since IPO in 2015
•The sale approximately NZ$3.5m worth of shares, which represents approximately 1.3%
4
of current holdings. The Atkinson Family Trust
will remain the largest shareholder post transaction with approximately 69%
3
•Proceeds used to retire debt. The Atkinson Family Trust has no current intention to sell further shares.
CRG sell down
•CRG is selling 16,067,045 shares, which represents 100% of its holding
•CRG has been a supportive shareholder since 2014 and the fund in which the AFT investment is held has now transitioned out ofits
investment phase and CRG is returning capital to its investors
1
Expected FY21 EBITDA of $16.19m is pre IFRS-16 based on the midpoint of FY21 operating profit guidance and includes $1.04m of D&A and operating lease costs of
$0.8m. Net debt calculated as FY20 drawn bank debt less cash and cash equivalents. Excludes transaction costs
2
Assumes $2m SPP is fully subscribed
3
Based on the underwritten floor price of NZ$3.65 and assumes the SPP is fully subscribed
4
Based on the underwritten floor price of NZ$3.65
Investor Presentation June 2020 -Page 21
Capital structure and share register impact
21
Share register impactPro forma net debt and gearing impact
Share register pre offer
Share register post offer
2
Net debt / FY21
EBITDA
1
2.3x1.5 –1.7x
1
Expected FY21 EBITDA of $16.19m is pre IFRS-16 based on the midpoint of FY21 operating profit guidance and includes $1.04m of D&A and operating lease costs of
$0.8m. Net debt calculated as FY20 drawn bank debt less cash and cash equivalents. Excludes transaction costs
2
Based on underwritten floor price of NZ$3.65 and assumes $2m SPP is fully subscribed
Shares on issue: 100,501,049
Investor Presentation June 2020 -Page 22
Timetable
22
Placement Date
Announcement,trading halt and bookbuildWednesday, 10 June 2020
Trading halt liftedThursday, 11 June 2020
SettlementMonday, 15 June 2020
Allotment and trading of new shares on ASX and NZX Monday, 15 June 2020
Share Purchase Plan
Record date7pm NZT, Tuesday, 9 June 2020
Dispatchof offer documents and application formsMonday, 15 June 2020
Share Purchase Plan opensMonday, 15 June 2020
Share Purchase Plan closesFriday, 26 June 2020
Allotmentof shares on NZX and ASXThursday, 2 July 2020
Commencementof trading of shares on NZXThursday, 2 July 2020
Commencementof trading of shares on ASXFriday, 3 July 2020
Working to improve yourhealth
KEY RISKS
Investor Presentation June 2020 -Page 24
Key risks
24
This section outlines some of the key risks associated with an investment in AFT. These risks could have an effect on the performance of
the AFT share price as well as the financial performance and earnings of AFT. This section does not (and does not purport to)outline all
risks associated with an investment in AFT shares, the future operating or financial performance of AFT, the equity raising or general
market or industry risks. Some risks may be unknown and other risks, currently believed to be immaterial, could turn out to be material.
In light of the Covid-19 pandemic, extra caution should be taken when assessing the risks associated with the investment. The rapidly
changing Covid-19 situation is bringing unprecedented challenges to global financial markets, and economies. Capital markets have seen
equity securities suffer from spikes in volatility and significant price declines and recoveries.
Before deciding whether to invest in AFT shares, you should make your own assessment of the risks associated with an investment in AFT
and consider whether such an investment is suitable for you having regard to all publicly available information (including this presentation
and other information available on the NZX and ASX websites), your personal circumstances and following consultation with a financial or
other professional adviser.
Investor Presentation June 2020 -Page 25
Key risks (cont.)
25
Impact of
Covid-19 on
supply chain
▪AFT’s product supply chain is international and AFT uses third party manufacturers to produce its products. The outbreak of
Covid-19 initially caused some disruption to global supply chains (for example, the Indian government initially placed a
restriction on the export of any products containing paracetamol, which was subsequently lifted). Whilst AFT was able to
manage the resulting issues and does not anticipate any further disruption, there is a risk that a second wave of a Covid-19
outbreak or other negative factors may cause further disruptions which could adversely impact on AFT’s ability to supply
products to customers. If AFT’s supply chain is disrupted, this may have a material adverse effect on AFT’s operating
performance and earnings.
▪AFT mitigates risks of this nature by using multiple manufacturers where possible for its key products and operating a policy
of holding at least three months’ inventory to minimise interruption of supply.
New product
development
▪AFT is continuing to develop new products and extensions to existing products, which it anticipates will be key drivers of the
global expansion of its sales. There is a risk that those development efforts may not be successful, or may take longer and be
more expensive than anticipated, and as a result AFT’s investment will be delayed or lost. This risk could arise due to a
number of factors, including delays in commencement or completion of clinical trials as a result of Covid-19. Any failure or
significant delay in the development of one or more of AFT’s new products and product extensions may have a material
negative impact on AFT’s financial performance and growth.
▪AFT mitigates risks of this nature by focussing on novel combinations and dose forms of approved drug ingredients and
novel delivery systems for approved drug ingredients, which have inherently less development risk than developing new
drug ingredients.
Regulatory
requirements
▪AFT’s pharmaceutical and medical device products are regulated by government agencies in each territory in which they are
sold (for example, TGA in Australia and the FDA in the US) and must be approved by those agencies prior to sale. If AFT is
unable to obtain the approvals required for new products or in new territories (such as FDA approval of Maxigesictablets or
MaxigesicIV), or current approval requirements for existing products change, this could have a material adverse impact on
AFT’s financial performance and its ability to achieve its business plans.
Competition
▪The pharmaceutical industry in which AFT operates is intensely competitive and includes companies with significantly
greater financial, human, research and development and marketing resources that AFT. There is a risk that AFT’s
competitors may discover, develop or commercialise products before or more successfully than AFT, which could render
AFT’s products obsolete or otherwise uncompetitive, resulting in adverse effects on AFT’s revenue, margins and
profitability.
Investor Presentation June 2020 -Page 26
Key risks (cont.)
26
Litigation
▪In the ordinary course of conducting its business, AFT is exposed to potential litigation and other proceedings, including
through claims of intellectual property infringement or breach of agreements. If such proceedings are brought against AFT,
AFT could incur considerable defence costs (even if successful), with the potential for damages and costs awards against AFT
if it were unsuccessful, which could have a significant adverse financial impact on AFT.
▪Circumstances may also arise in which AFT considers that it is reasonable or necessary to initiate litigation or other
proceedings, including for example to protect its intellectual property rights. There has been substantial litigation and other
proceedings in the pharmaceutical industry, including class actions from purchasers and end users of pharmaceutical
products.
Pascomerproceedings
▪As announced to the NZX and ASX on 5
th
June 2020, proceedings have been filed in the New Zealand High Court against AFT
and its managing director, Dr Hartley Atkinson, by British Virgin Islands incorporated PBL Solutions Limited (PBL), the 35%
shareholder in AFT’s 65% owned subsidiary AFT Orphan Pharmaceuticals Limited (AFTO). PBL is owned by interests
associated with MrGiles Moss, a former contractor to AFT. The substance of PBL’s claim is that AFTO rather than AFT should
have had the opportunity to pursue the Pascomer drug development opportunity and that Dr Atkinson breached various
obligations in pursuing that opportunity through AFT.
▪AFTO was established in 2011 as a vehicle for its shareholders to share profits from the marketing and distribution of orphan
drugs only, and only in the SE Asia region. AFT has consistently maintained that AFTO was never intended to act as a drug
development company, was not resourced or capitalisedto do so, and that the opportunity to invest in the development of
Pascomer was not one to which AFTO was entitled. Pascomer was introduced to AFT by Medicas Group LLC of the United
States as no more than a drug development idea based upon publicly available information.
▪The proceedings seek an account of any profits made by AFT in relation to Pascomer including an account of future profits,
or alternatively damages in an amount to be quantified. To date AFT has invested in excess of NZ$5.6m in the Pascomer
drug development project. AFT expects it to be about four years before Pascomer’s commercialisationpotential is able to be
determined, FDA and any other required regulatory approvals obtained, and any sales achieved.
▪AFT and Dr Atkinson will vigorously defend the proceedings and are considering their options in terms of a counterclaim
against both PBL and MrMoss.
Working to improve yourhealth
APPENDIX
Investor Presentation June 2020 -Page 28
INVESTOR
PRESENTATION
MAY 2020
Historic R&D spend
AFT has spent over NZ$55m on R&D since IPO
R&D spend (FY15 –FY20)
Source: AFT annual reports for the years ending 31 March 2015, 2016, 2017, 2018, 2019 and 2020
Investor Presentation June 2020 -Page 30
INVESTOR
PRESENTATION
MAY 2020
Maxigesicclinical results
Source: AFT website
2019 trial results for MaxigesicIV (Labelled as FDC)
Investor Presentation June 2020 -Page 31
INVESTOR
PRESENTATION
MAY 2020
Financial performance -revenueby regionand
channel
31
FY2020
Over-the-counterHospitalPrescription
NZ$000'sFY2019FY2020
Australia50,304 59.1%61,428 58.2%
YoY growth12.6%22.1%
New Zealand26,796 31.5%30,108 28.5%
YoY growth5.4%12.4%
Rest of World5,885 6.9%9,131 8.6%
YoY growth63.4%55.2%
Southeast Asia2,142 2.5%4,930 4.7%
YoY growth66.5%130.2%
Group85,127 100%105,597 100%
YoY growth13.5%24.0%
10%
26%
64%
29%
13%
58%
16%
8%
76%
14%
84%
2%
16%
24%
60%
Investor Presentation June 2020 -Page 32
INVESTOR
PRESENTATION
MAY 2020
Abbreviated consolidated income statement
•Operating leverage starting to show as revenue continues to grow. Expenses largely falling
as a % of revenue.
NZ$'000's year ended 31 March
2020
% of
2019
% of
revenue
revenue
Revenue
105,597
85,127
Gross Profit
48,265
45.7%
40,730
47.8%
Underlying Operating Expenses and Other Income
(36,843)
34.9%
(34,614)
40.7%
Underlying Operating Profit
11,422
10.8%
6,116
7.2%
Non-recurring Gain
9,784
-
Operating Profit
21,206
6,116
Financing expenses and income
(8,329)
(8,375)
Tax Expense
(185)
(168)
Net Profit /(Loss) after tax
12,692
(2,427)
Investor Presentation June 2020 -Page 33
INVESTOR
PRESENTATION
MAY 2020
NZ$'000's year ended 31 March2020 2019
Current assets49,217 44,345
Cash6,119 6,916
Non-current assets31,716 12,334
Total assets87,052 63,595
Current liabilities23,102 16,754
Current interest bearing liabilities2,000 41,750
Non-current liabilities3,495 -
Non-current interest bearing liabilities41,200 -
Total liabilities69,797 58,504
Total equity17,255 5,091
Total liabilities and equity87,052 63,595
•Replaced short term debt with longer term debt at more commercial rates
•Significant increase in shareholders equity
Abbreviated balance sheet
Investor Presentation June 2020 -Page 34
INVESTOR
PRESENTATION
MAY 2020
•Significant increase in operating cash flow
Abbreviated cash flow
NZ$'000's year ended 31 March2020 2019
Net cash from operating activities14,878 1,067
Net cash used in investing activities(6,562) (4,884)
Net cash (used) / generated from financing activities(9,118) 3,723
Net increase / (decrease) in cash(802) (94)
Impact of foreign exchange on cash and cash equivalents5 240
Opening cash and cash equivalents6,916 6,770
Closing cash and cash equivalents6,119 6,916
Working to improve yourhealth
---
103372.5 -
10 June 2020
Client Market Services
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington 6011
ASX Limited
20 Bridge Street
Sydney NSW 2000
NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE
FINANCIAL MARKETS CONDUCT REGULATIONS 2014
1. AFT Pharmaceuticals Limited (NZX:AFT/ASX:AFP) (“AFT”) has announced that:
(a) it intends to undertake a capital raising comprising:
(i) a fully underwritten placement of NZ$10 million of newly issued
ordinary shares (“Placement”); and
(ii) a share purchase plan to AFT’s eligible existing shareholders with
an address in New Zealand or Australia to raise up to NZ$2 million,
which is not underwritten (“SPP”);
(b) Capital Royalty Partners II – Parallel Fund B (Cayman) L.P., Capital
Royalty Partners II – Parallel Fund A L.P., Capital Royalty Partners II L.P.
and Capital Royalty Partners II (Cayman) L.P. (together “CRG”)
propose to sell all of their ordinary shares in AFT, comprising 16,067,045
shares, by way of a fully underwritten bookbuild (“CRG Sell Down”);
and
(c) Hartley Atkinson and Colin McKay as trustees of the Atkinson Family
Trust (“AF Trust”) propose to sell approximately NZ$3.5 million of their
ordinary shares in AFT, by way of a fully underwritten bookbuild (“AF
Trust Sell Down”),
(together, the “Offer”).
103372.5 -
Pg. 2
2. Although initiated independently, the Placement, CRG Sell Down and AF
Trust Sell Down will be conducted contemporaneously such that they will
appear to be a single placement.
3. AFT, CRG and the AF Trust are making the Offer in reliance on the exclusion
in clause 19 of schedule 1 of the Financial Markets Conduct Act 2013
(“FMCA”).
4. This notice is provided under:
(a) clause 20(1)(a) of schedule 8 to the Financial Markets Conduct
Regulations 2014 (“Regulations”);
(b) paragraph 708A(12G) of the Corporations Act 2001 (Cth)
(“Corporations Act”) as notionally inserted by ASIC Instrument 17-0484;
and
(c) ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 as amended by ASIC Instrument 20-0572.
5. AFT will issue the relevant securities under the Placement and SPP
components of the Offer without disclosure to investors under Part 6D.2 of
the Corporations Act.
6. AF Trust will sell the relevant securities under the AF Trust Sell Down
component of the Offer without disclosure to investors under Part 6D.2 of the
Corporations Act.
7. At the date of this notice:
(a) AFT is in compliance with the continuous disclosure obligations that
apply to it in relation to ordinary shares in AFT;
(b) AFT is in compliance with its financial reporting obligations (as defined
in clause 20(5) of Schedule 8 to the Regulations);
(c) AFT has complied with its obligations under Rule 1.15.2 of the ASX Listing
Rules; and
(d) there is no information that is “excluded information” (as defined in
clause 20(5) of Schedule 8 to the Regulations) in respect of AFT.
8. The Offer will not have any material effect or consequence on the control of
AFT within the meaning set out in clause 48 of Schedule 1 to the FMCA.
This notice has been authorised for release to NZX and ASX on behalf of AFT by:
Malcolm Tubby
Chief Financial Officer, AFT
Phone: +64 9 488 0232
malcolm@aftpharma.com
103372.5 -
Pg. 3
This notice has been authorised for release to NZX and ASX on behalf of AF Trust by:
Hartley Atkinson
Phone: +64 9 488 0232
hartley@aftpharm.com
ENDS
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 1
Section 1: issuer information (mandatory)
Name of issuer AFT Pharmaceuticals Limited
Class of Financial Product Ordinary shares
NZX ticker code AFT
ISIN (If unknown, check on NZX
website)
NZAFTE0001S4
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date 09/06/2020
Ex-Date (one business day before the
Record Date)
08/06/2020
Currency NZD
Section 2: Share purchase plans (delete if not applicable)
Maximum dollar amount of Financial
Products to be issued
Up to NZ$50,000 per shareholder / beneficial owner
with a registered address in New Zealand or
Australia, for an aggregate offer size of up to NZ$2
million.
Minimum application amount (if any) No minimum.
Exercise Price The price paid by investors in AFT’s Placement
announced on 10/06/2020.
Scaling reference date By reference to holdings at Record Date
Closing Date 26/06/2020
Allotment Date 02/07/2020
Section 3: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Malcolm Tubby
Contact person for this announcement Malcolm Tubby
Contact phone number +64 9 488 0232
Contact email address malcolm@aftpharm.com
Date of release through MAP 10/06/2020
---
This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 2.7
+ See chapter 19 for defined terms
31 January 2020 Page 1
Appendix 2A
Application for quotation of +securities
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.
If you are an entity incorporated outside Australia and you are seeking quotation of a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. Further information on the requirement for the notification of
an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-
Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named) apply for
+quotation of the following +securities and
agree to the matters set out in
Appendix 2A of the ASX Listing Rules.
1
AFT Pharmaceuticals Limited
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or
another registration type and number (if you supply
another registration type, please specify both the type
of registration and the registration number).
ARBN 609 017 969
1.3 *ASX issuer code AFP
1.4 *This announcement is
Tick whichever is applicable.
☐ A new announcement
☒ An update/amendment to a previous
announcement
☐ A cancellation of a previous
announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in Q1.4 above. A
reason must be provided for an update.
Amendment to the terms of issue of the
468,030 ordinary shares (that were issued
in respect of accumulated dividends on the
relevant redeemable preference shares) to
remove the restriction on their ability to be
sold or transferred within the 12 month
period after the issue of those ordinary
shares.
1.4b *Date of previous announcement to this
update
Mandatory only if “Update” ticked in Q1.4 above.
20 May 2020
1
Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue
will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been
issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX
under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see
ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 2
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
1.4d
*Date of previous announcement to this
cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
1.5 *Date of this announcement 10 June 2020
Part 2 – Type of issue
Question
No.
Question Answer
2.1 *The +securities to be quoted are:
Select whichever item is applicable.
If you wish to apply for quotation of different types of
issues of securities, please complete a separate
Appendix 2A for each type of issue.
☐ Being issued as part of a transaction or
transactions previously announced to
the market in an Appendix 3B
☐ Being issued under a +dividend or
distribution plan
☐ Being issued as a result of options being
exercised or other +convertible
securities being converted
☐ Unquoted partly paid +securities that
have been paid up and are now quoted
fully paid +securities
☐ +Restricted securities where the escrow
period has expired or is about to expire
☐ +Securities previously issued under an
+employee incentive scheme where the
restrictions on transfer have ceased or
are about to cease
☐ +Securities issued under an +employee
incentive scheme that are not subject to
a restriction on transfer or that are to be
quoted notwithstanding there is a
restriction on transfer
☒ Other
2.2a.1 *Date of Appendix 3B notifying the market
of the proposed issue of +securities for
which quotation is now being sought
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B”
2.2a.2 *Are there any further issues of +securities
yet to take place to complete the
transaction(s) referred to in the
Appendix 3B?
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B”.
Yes or No
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 3
2.2a.2.1 *Please provide details of the further issues
of +securities yet to take place to complete
the transaction(s) referred to in the
Appendix 3B
Answer this question if your response to Q2.1 is “Being
issued as part of a transaction or transactions
previously announced to the market in an Appendix
3B” and your response to Q2.2a.2 is “Yes”.
Please provide details of the proposed dates and
number of securities for the further issues. This may
be the case, for example, if the Appendix 3B related to
an accelerated pro rata offer with an institutional
component being quoted on one date and a retail
component being quoted on a later date.
2.2b.1 *Date of Appendix 3A.1 lodged with ASX in
relation to the underlying +dividend or
distribution
Answer this question if your response to Q2.1 is “Being
issued under a dividend or distribution plan”.
2.2b.2 *Does the +dividend or distribution plan
meet the requirement of listing rule 7.2
exception 4 that it does not impose a limit
on participation?
Answer this question if your response to Q2.1 is “Being
issued under a dividend or distribution plan”.
Note: Exception 4 only applies where security holders
are able to elect to receive all of their dividend or
distribution as securities. For example, Exception 4
would not apply in the following circumstances: 1) The
entity has specified a dollar limit on the level of
participation e.g. security holders can only participate
to a maximum value of $x in respect of their
entitlement, or 2) The entity has specified a maximum
number of securities that can participate in the plan
e.g. security holders can only receive securities in lieu
of dividend payable for x number of securities.
Yes or No
2.2c.1 Please state the number and type of
options that were exercised or other
+convertible securities that were converted
(including their ASX security code)
Answer this question if your response to Q2.1 is “Being
issued as a result of options being exercised or other
convertible securities being converted”.
2.2c.2
And the date the options were exercised or
other +convertible securities were
converted
Answer this question if your response to Q2.1 is “Being
issued as a result of options being exercised or other
convertible securities being converted”.
Note: If this occurred over a range of dates, enter the
date the last of the options was exercised or
convertible securities was converted.
2.2d.1 Please state the number and type of partly
paid +securities (including their ASX
security code) that were fully paid up
Answer this question if your response to Q2.1 is
“Unquoted partly paid securities that have been paid
up and are now quoted fully paid securities”.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 4
2.2d.2
And the date the
+
securities were fully paid
up
Answer this question if your response to Q2.1 is
“Unquoted partly paid securities that have been paid
up and are now quoted fully paid securities”.
Note: If this occurred over a range of dates, enter the
date the last of the securities was fully paid up.
2.2e.1
Please state the number and type of
+restricted securities (including their ASX
security code) where the escrow period has
expired or is about to expire
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.
2.2e.2 And the date the escrow restrictions have
ceased or will cease
Answer this question if your response to Q2.1 is
“Restricted securities where the escrow period has
expired or is about to expire”.
Note: If this occurred over a range of dates, enter the
date the last of the escrow restrictions has ceased or
will cease.
2.2f.1 Please state the number and type of
+securities (including their ASX security
code) previously issued under the
+employee incentive scheme where the
restrictions on transfer have ceased or are
about to cease
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.
2.2f.2
And the date the restrictions on transfer
have ceased or will cease:
Answer this question if your response to Q2.1 is
“Securities previously issued under an employee
incentive scheme where the restrictions on transfer
have ceased or are about to cease”.
Note: If this occurred over a range of dates, enter the
date the last of the restrictions on transfer has ceased
or will cease.
2.2g.1 Please state the number and type of
+securities (including their ASX security
code) issued under an +employee incentive
scheme that are not subject to a restriction
on transfer or that are to be quoted
notwithstanding there is a restriction on
transfer
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 5
2.2g.2 *Please attach a document or provide
details of a URL link for a document lodged
with ASX detailing the terms of the
+employee incentive scheme or a summary
of the terms.
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
2.2g.3
*Are any of these +securities being issued
to +key management personnel (KMP) or
an +associate
Answer this question if your response to Q2.1 is
“Securities issued under an employee incentive
scheme that are not subject to a restriction on transfer
or that are to be quoted notwithstanding there is a
restriction on transfer”.
Yes or No
2.2g.3.a *Provide details of the recipients and the number of +securities issued to each of them.
Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are
not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”
and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If
the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered
holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of
registered holder”.
Name of KMP Name of registered holder
Number of +securities
2.2h.1 *The purpose(s) for which the entity is
issuing the +securities is:
Answer this question if your response to Q2.1 is
“Other”.
You may select one or more of the items in the list.
☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered
[provide details below]
☒ Other [provide details below]
Additional details:
Ordinary shares:
1. created upon the conversion of
redeemable preference shares; and
2. issued in respect of accumulated
dividends on the redeemable
preference shares in 1.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 6
2.2h.2 *Please provide any further information
needed to understand the circumstances in
which you are applying to have these
+securities quoted on ASX, including (if
applicable) why the issue of the +securities
has not been previously announced to the
market in an Appendix 3B
You must answer this question if your response to
Q2.1 is “Other”. If there is no other information to
provide, please answer “Not applicable” or “N/A”.
The holder of redeemable preference
shares has converted those shares into
ordinary shares (via a change to the rights
attaching to the shares) and has been
issued ordinary shares in respect of
accumulated dividends payable on those
redeemable preference shares.
As AFP has a foreign exempt listing, it has
not provided an Appendix 3B as it is not
required to comply with Listing Rule 3.10.3.
2.2i *Are these +securities being offered under
a +disclosure document or +PDS?
Answer this question if your response to Q2.1 is any
option other than “Being issued as part of a transaction
or transactions previously announced to the market in
an Appendix 3B”.
No
2.2i.1 *Date of +disclosure document or +PDS?
Answer this question if your response to Q2.1 is any
option other than “Being issued as part of a transaction
or transactions previously announced to the market in
an Appendix 3B” and your response to Q2.2i is “Yes”.
Under the Corporations Act, the entity must apply for
quotation of the securities within 7 days of the date of
the disclosure document or PDS.
N/A
2.3 *The +securities to be quoted are:
Tick whichever is applicable
☒ Additional +securities in a class that is
already quoted on ASX ("existing
class")
☐ New +securities in a class that is not yet
quoted on ASX ("new class")
Part 3A – number and type of +securities to be quoted (existing class or
new class) where issue has previously been notified to ASX in
an Appendix 3B
Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously
announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.
Question
No.
Question Answer
3A.1 *ASX security code & description
3A.2 *Number of +securities to be quoted
Part 3B – number and type of +securities to be quoted (existing class)
where issue has not previously been notified to ASX in an
Appendix 3B
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.
Question
No.
Question Answer
3B.1 *ASX security code & description AFP fully paid ordinary shares
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 7
3B.2 *Number of +securities to be quoted 3,068,030 ordinary shares, comprising:
1. 2,600,000 ordinary shares created
upon the conversion of 2,600,000
redeemable preference shares; and
2. 468,030 ordinary shares issued in
respect of accumulated dividends
on the redeemable preference
shares in 1.
3B.3a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
On conversion and issue, the ordinary
shares will rank pari passu with the existing
ordinary shares.
3B.3b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3B.3a is
“No”.
Yes or No
3B.3c *Provide the actual non-ranking end date
Answer this question if your response to Q3B.3a is
“No” and your response to Q3B.3b is “Yes”.
3B.3d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3B.3a is
“No” and your response to Q3B.3b is “No”.
3B.3e *Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q3B.3a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
Part 3C – number and type of +securities to be quoted (new class)
where issue has not previously been notified to ASX in an
Appendix 3B
Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or
transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.
Question
No.
Question Answer
3C.1 *Security description
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 8
3C.2 *Security type
Select one item from the list that best describes the
securities the subject of this form. This will determine
more detailed questions to be asked about the security
later in this section. Select “ordinary fully or partly paid
shares/units” for stapled securities or CDIs. For
interest rate securities, please select the appropriate
choice from either “Convertible debt securities” or
“Non-convertible debt securities”. Select “Other” for
performance shares/units and performance
options/rights or if the selections available in the list do
not appropriately describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Other
3C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are seeking quotation of a
new class of securities other than CDIs. See also the
note at the top of this form.
3C.4 *Number of +securities to be quoted
3C.5a *Will all the +securities issued in this class
rank equally in all respects from the issue
date?
Yes or No
3C.5b
*Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3C.5a is
“No”.
Yes or No
3C.5c *Provide the actual non-ranking end date
Answer this question if your response to Q3C.5a is
“No” and your response to Q3C.5b is “Yes”.
3C.5d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3C.5a is
“No” and your response to Q3C.5b is “No”.
3C.5e *Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q3C.5a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
3C.6 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities to
be quoted
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 9
3C.7 *Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
Yes or No
3C.8 *Provide a distribution schedule for the new +securities according to the categories set out
in the left hand column – including the number of recipients and the total percentage of the
new +securities held by the recipients in each category.
Number of +securities held Number of holders Total percentage of
+securities held
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not
have to answer this question) and the securities to be quoted have already been issued.
Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to
ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new
+securities received by each of those recipients, and a distribution schedule for the securities when they are
issued.
3C.9a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 3C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
*Will there be CDIs issued over the
+securities?
Yes or No
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security
whereas 1:4 means 1 CDI represents 4 underlying
securities).
X:Y
*Is it a partly paid class of +security? Yes or No
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the
previous question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to
be called amount on any security considered ‘partly
paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then
the paid up and unpaid amount per security in AUD).
X:Y
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 10
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
Yes or No
3C.9b Option details
Answer the questions in this section if you selected this security type in your response to Question 3C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the
security currency (i.e. if the security currency is AUD,
the exercise price should be expressed in AUD).
*Expiry date
The date on which the options expire or terminate.
*Details of the number and type of
+security (including its ASX security code
if the +security is quoted on ASX) that will
be issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
3C.9c
Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
3C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the
face value per security in AUD).
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 11
*Interest rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided
in the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
Frequency of coupon/interest payments
per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
First interest payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the
question above on the frequency of coupon/interest
payments
Interest rate per annum
Answer this question if the interest rate type is fixed.
% p.a.
*Is the interest rate per annum estimated
at this time?
Answer this question if the interest rate type is fixed.
Yes or No
If the interest rate per annum is estimated,
then what is the date for this information to
be announced to the market (if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this
time.
*Does the interest rate include a reference
rate, base rate or market rate (e.g. BBSW
or CPI)?
Answer this question if the interest rate type is
floating or indexed.
Yes or No
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is
floating or indexed and your response to the previous
question is “Yes”.
*Does the interest rate include a margin
above the reference rate, base rate or
market rate?
Answer this question if the interest rate type is
floating or indexed.
Yes or No
*What is the margin above the reference
rate, base rate or market rate (expressed
as a percent per annum)
Answer this question if the interest rate type is
floating or indexed and your response to the previous
question is “Yes”.
% p.a.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 12
*S128F of the Income Tax Assessment
Act status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
• “Not applicable” means s128F is not applicable to
this security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
*Is the +security perpetual (i.e. no maturity
date)?
Yes or No
*Maturity date
Answer this question if the security is not perpetual
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information
is available in the Guide to the Naming Conventions
and Security Descriptions for ASX Quoted Debt and
Hybrid Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a
right of conversion, redemption, call or put
can be exercised (whichever is first)?
Yes or No
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities to be quoted are
converted, transformed or exchanged
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security
code ABC, please insert “1,000 fully paid ordinary
shares (ASX:ABC)”.
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 13
Part 4 – Issue details
Question
No.
Question Answer
4.1 *Have the +securities to be quoted been
issued yet?
Yes
4.1a *What was their date of issue?
Answer this question if your response to Q4.1 is
“Yes”.
In respect of the redeemable preference
shares: 24 March 2017
In respect of the ordinary shares issued on
conversion of the redeemable preference
shares: 20 May 2020
4.1b *What is their proposed date of issue?
Answer this question if your response to Q4.1 is “No”.
4.2
*Are the +securities to be quoted being
issued for a cash consideration?
If the securities are being issued for nil cash
consideration, answer this question “No”.
No
4.2a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q4.2 is
“Yes”.
4.2b *What is the issue price per +security
Answer this question if your response to Q4.2 is “Yes”
and by reference to the issue currency provided in
your response to Q4.2a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q4.2 as “No” and complete Q4.2c and Q4.2d.
4.2c Please describe the consideration being
provided for the +securities to be quoted
Answer this question if your response to Q4.2 is “No”.
Ordinary shares have been:
1. created on conversion of the
redeemable preference shares; or
2. issued in respect of accumulated
dividends on the redeemable
preference shares in 1.
4.2d Please provide an estimate (in AUD) of the
value of the consideration being provided
per +security for the +securities to be
quoted
Answer this question if your response to Q4.2 is “No”.
A$2.54 per share for the ordinary shares
issued in respect of accumulated dividends
on the redeemable preference shares that
have been converted.
4.3 Any other information the entity wishes to
provide about the issue
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 14
Part 5 – Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity
will comprise:
Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the
entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by
the entity.
If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and
include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).
Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the
escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.
5.1
*Quoted +securities (total number of each +class of +securities quoted on ASX following
the +quotation of the +securities the subject of this application)
ASX security code and description Total number of +securities on issue
AFP fully paid ordinary shares
100,496,049
5.2 *Unquoted +securities (total number of each +class of +securities issued but not quoted
on ASX):
ASX security code and description Total number of +securities on issue
Redeemable preference shares
Staff share options
730,000 redeemable preference
shares
485,000 staff share options
Part 6 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt
Listings do not need to complete this Part) and:
- your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or
- your response to Q2.1 is “Other”.
Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market
in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.
Question
No.
Question Answer
6.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
No
6.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the response to Q6.1 is “Yes”.
6.1b
*Are any of the +securities being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q6.1 is “No”.
No
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 15
6.1b.1 *How many +securities are being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to
issue that number of securities.
Not applicable
6.1c *Are any of the +securities being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A (if applicable)?
Answer this question if the response to Q6.1 is “No”.
Not applicable
This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities
+ See chapter 19 for defined terms
31 January 2020 Page 16
6.1c.1 *How many +securities are being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
Introduced 01/12/19, amended 31/01/20
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