AFT announces opening of Share Purchase Plan
103372.5 - 1139596-5
Not for release to US wire services or distribution to the US
Market and Media release 15
th
June 2020
AFT Pharmaceuticals announces opening of Share Purchase Plan
AFT Pharmaceuticals Limited (NZX:AFT/ASX:AFP) (AFT) is pleased to announce the
opening of its NZ$2 million non-underwritten share purchase plan (SPP). The SPP is
part of AFT Pharmaceuticals’ capital raising announced on 10 June 2020, whereby
AFT also undertook a fully underwritten NZ$10 million placement of new shares to
select investors in both local and offshore markets and certain major shareholders
sold down NZ$63.8 million of existing shares (together, the Placement). AFT
announced the successful completion of the Placement on 11 June 2020, which was
strongly supported and fully subscribed at a price of NZ$3.75 per share.
The SPP is open to AFT shareholders who were recorded as having a registered
address in New Zealand or Australia on AFT’s register as at 7.00pm (NZ time) / 5.00pm
(Sydney time) on 9 June 2020 (Eligible Shareholders). Eligible Shareholders will
receive their application forms to apply for up to a maximum of NZ$50,000 /
A$47,000 of new shares per shareholder. The price of these shares will be NZ$3.75,
being the same as the Placement share price. If scaling of the SPP is required, it will
be done having regard to existing shareholder holdings at the record date (being 9
June 2020), and otherwise at AFT Pharmaceuticals’ discretion.
The SPP is subject to the terms and conditions included in the SPP offer document
being sent to Eligible Shareholders today. Eligible Shareholders are encouraged to
read the SPP offer document carefully, and if in any doubt about whether or not to
apply for shares under the SPP, to consult with a financial or other professional
adviser. The SPP offer document is accompanied by a hard copy Application Form,
103372.5 - 1139596-5
Pg. 2
however we strongly encourage Eligible Shareholders to apply online at
AFT@computershare.co.nz.
The new shares will rank equally in all respects with AFT’s existing ordinary shares on
allotment.
Key dates relating to the SPP are set out in the Appendix to this announcement.
A copy of the SPP offer document accompanies this announcement.
Further information
Shareholders with questions in relation to how to participate in the SPP may contact
AFT’s registrar Computershare Investor Services Limited, at any time from 8:30am to
5:00pm (NZST) Monday to Friday prior to the Closing Date at +64 800 650 034. We
strongly encourage shareholders to seek financial, investment and other professional
advice from a qualified professional adviser.
- 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
Appendix – Key Dates for the SPP
1
Record Date for SPP 7pm NZT, Tuesday 9
th
June 2020
SPP offer opens and SPP offer booklet is
dispatched
Monday 15
th
June 2020
SPP offer closes Friday 26
th
June 2020
1
The timetable presented is indicative only and subject to changes without notice (subject to applicable laws and
the NZX Listing Rules and ASX Listing Rules). All dates and times are New Zealand times (unless stated otherwise).
103372.5 - 1139596-5
Pg. 3
SPP results announcement Wednesday 1
st
July 2020
Allotment of shares Thursday 2
nd
July 2020
Commencement of trading of the new
shares on NZX
Thursday 2
nd
July 2020
Commencement of trading of the new
shares on ASX
Friday 3
rd
July 2020
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.
---
SHARE
PURCHASE
PLAN
OFFER DOCUMENT
15 JUNE 2020
Go to
www.shareoffer.co.nz/aft
to apply online
This is an important document. You should read
the whole document before deciding whether
to subscribe for shares in AFT Pharmaceuticals
Limited. If you have any doubts as to what you
should do, please consult your financial adviser.
Contents
KEY INFORMATION
1
CHAIRMAN’S LETTER 2
QUESTIONS & ANSWERS 3
TERMS AND CONDITIONS 4
GLOSSARY 5
DIRECTORY
6
1
GENERAL INFORMATION
This document has been prepared by AFT
Pharmaceuticals Limited (“AFT”) in connection with an
offer of new ordinary shares in AFT (“Shares”) under
a share purchase plan (“SPP” or “Offer”). The Offer
is made to Eligible Shareholders under the exclusion
in clause 19 of Schedule 1 of the Financial Markets
Conduct Act 2013 (New Zealand) and in accordance
with the relief granted in ASIC Corporations (Share
and Interest Purchase Plans) Instrument 2019/547
(Australia) as amended by ASIC Instrument 20-0572.
This document is not a product disclosure statement,
prospectus or other disclosure document and does not
contain all of the information which may be required in
order to make an informed investment decision about
the SPP or AFT.
ADDITIONAL INFORMATION
AFT is subject to continuous disclosure obligations
under the Listing Rules. Market releases by AFT,
including its most recent financial statements, are
available at www.nzx.com under stock code “AFT” and
at www.asx.com.au under the stock code “AFP”.
AFT may, during the SPP, make additional releases
to NZX and ASX. No release by AFT to NZX or ASX
will permit an applicant to withdraw any previously
submitted Application without AFT’s consent, whether
or not there has been any permissible variation of the
SPP.
The market price for the Shares may change between
the Opening Date, the date you apply for Shares under
the SPP, and the Allotment Date. Accordingly, the price
paid for Shares issued under the SPP may be higher or
lower than the price at which Shares are trading on the
NZX Main Board or the ASX at the time the Shares are
issued under the SPP. The market price of new Shares
following allotment may be higher or lower than the
Issue Price.
OFFERING RESTRICTIONS
This document is intended for use only in connection
with the Offer to Eligible Shareholders with a registered
address in New Zealand or Australia. This document
does not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful
to make such offer or invitation. No action has been
taken to permit an offering of the new Shares in any
jurisdiction outside New Zealand and Australia. The
distribution of this document in a jurisdiction outside
New Zealand and Australia may be restricted by law
and persons who come into possession of it (including
nominees, trustees or custodians) should seek advice
on, and observe any such restrictions.
No person may subscribe for, purchase, offer, sell,
distribute or deliver the Shares, or be in possession of,
or distribute to any other person, any offering material
or any documents in connection with the Shares, in any
jurisdiction other than in compliance with all applicable
laws and regulations. Without limiting the foregoing,
this document may not be sent into or distributed in
the United States of America.
AFT may refuse any Application received from a person
AFT does not consider may participate in the SPP.
CHANGES TO THE SPP
Subject to the Listing Rules and applicable laws, AFT
reserves the right to alter the dates set out in this
document. AFT reserves the right to withdraw the SPP
and the issue of new Shares at any time before the
Allotment Date at its absolute discretion.
NO GUARANTEE
No person named in this document (nor any other
person) guarantees the Shares to be issued pursuant to
the SPP or warrants the future performance of AFT or
any future return on investment to be made in respect
of the Shares.
DECISION TO PARTICIPATE IN THE SPP
The information in this document does not constitute
a recommendation to acquire Shares or financial
product advice. This document has been prepared
without taking into account the investment objectives,
financial, or taxation situation or particular needs of any
applicant or investor.
PRIVACY
Any personal information you provide in your
Application will be held by AFT and/or the Share
Registrar at the addresses set out in the Directory. AFT
and/or the Share Registrar may store your personal
information in electronic format, including in online
storage on a server or servers which may be located in
New Zealand or overseas. This information will be used
for the purposes of administering your investment in
AFT.
This information will only be disclosed to third parties
with your consent or if otherwise required by law.
Under the Privacy Act 1993 (NZ) or the Privacy Act
1988 (Aus) (as applicable), you have the right to access
and correct any personal information held about you.
ENQUIRIES
Enquiries about the SPP can be directed to a broker, or
your solicitor, accountant or other professional adviser.
If you have any questions about how to apply online,
the details shown on the Application Form or how to
complete the Application Form, please contact the
Share Registrar as set out in the Directory.
DEFINED TERMS
Capitalised terms used in this document have the
meaning given to them in the Glossary at the back
of this document or in the relevant section of this
document.
IMPORTANT
INFORMATION
2
Eligibility
You may participate in this Share Purchase Plan (“SPP”) if you are a shareholder
of AFT Pharmaceuticals Limited (“AFT”) at 7:00pm New Zealand time / 5:00pm
Sydney time on the Record Date of 9 June, with a registered address in New
Zealand or Australia. Similarly, if you hold Shares on behalf of a person who resides
outside New Zealand or Australia, you may not participate in respect of that
person.
Transferability
The offer made under this SPP is personal to you. It cannot be transferred to
another person.
Equal participation
Each Eligible Shareholder has the right to apply for the maximum value of Shares
applicable in the jurisdiction in which you reside on the same terms and conditions
as each other Eligible Shareholder.
Application amount
You can apply for a dollar amount of Shares, not for a certain number of Shares.
Eligible Shareholders can apply for Shares up to a maximum of NZ$50,000 /
A$47,000.
Issue price of Shares
The Shares will be issued at NZ$3.75 per Share, being the price paid by investors in
AFT’s recent Placement.
If you are an Australian resident, the issue price will be determined by reference
to the NZ$:A$ exchange rate published by the New Zealand Reserve Bank on its
website at 7:00pm New Zealand time on the Closing Date.
How to apply
We encourage you to apply online at www.shareoffer.co.nz/AFT. Alternatively, you
can complete a hard copy Application Form.
You should read the instructions on the Application Form carefully.
Receiving your Shares
You will receive your Shares on or about 2 July 2020, unless the Closing Date is
extended.
Offer size and scaling
AFT is seeking to raise up to NZ$2 million under this SPP. AFT may accept
Applications for up to NZ$2 million of Shares in aggregate. If AFT receives
Applications for Shares in excess of the total amount of the Offer, Applications will
be scaled down. AFT will scale back the number of Shares to be allotted under this
SPP to each Applicant having regard to the shareholders’ holding of Shares at the
Record Date of the Offer and otherwise at its discretion (see clause 8 of the Terms
and Conditions for more information about scaling).
KEY
INFORMATION
1.
Share purchase plan (“SPP”) | June 2020
AFT Pharmaceuticals Ltd
3
KEY DATES
9 June 2020Record DateThe date on which Eligible Shareholders are
determined.
15 June 2020SPP Opening DateSPP opens at 7:00pm NZ time / 5:00 pm
Sydney time.
26 June 2020SPP Closing DateSPP closes at 7:00pm NZ time / 5:00 pm,
Sydney time, unless extended.
Online applications or Application Forms
returned by mail, and payment must be
received by the Share Registrar by this time.
1 July 2020Announce results of SPPAnnouncement to be made to NZX and ASX.
2 July 2020Allotment DateShares allotted.
2 July 2020Commencement of trading on
NZX Main Board
Trading of Shares under the SPP is expected to
commence on the NZX Main Board.
3 July 2020Commencement of trading on ASXTrading of Shares under the SPP is expected to
commence on the ASX.
6 July 2020Despatch DateTransaction confirmation despatched to
participating shareholders.
AFT reserves the right to alter any dates for the SPP (subject to the Listing Rules and applicable laws).
4
Share purchase plan | June 2020
AFT Pharmaceuticals Ltd
CHAIRMAN’S
LETTER
2.
Dear Shareholder
On behalf of AFT’s Board, I am pleased to offer
you the opportunity to subscribe for new ordinary
shares in AFT through this Share Purchase Plan
(SPP). Eligible Shareholders are all persons who
were recorded on AFT’s share register at 7:00pm
New Zealand time / 5:00pm Sydney time on 9
June 2020 as being a holder of AFT shares and
having an address in New Zealand or Australia.
This SPP is part of AFT’s equity raising that also
included a successful $10 million placement to selected
institutional shareholders and retail broker firms at
$3.75 per share that was completed on 11 June 2020.
The SPP is seeking to raise up to $2 million. The
proceeds of the equity raising will be used to retire one
of AFT’s working capital facilities, which will:
• Reduce annual interest costs by
approximately $0.85 million p.a.
• Reduce Pro-Forma Net Debt from $37.1m to
$25.1m
1
• Reduce Net Debt to expected FY21 EBITDA
2
from 2.3x to 1.5x
1
• Improve Free Cash Flow and provide more
flexibility to fund future anticipated growth
Concurrently with the equity raising, Capital Royalty
Group (CRG) and the Atkinson Family Trust (AF Trust)
sold a combined 17,000,378 shares which, alongside the
equity raise increases AFT’s free float from 11% to 31%
of shares on issue.
CRG sold 100% of their investment in AFT. CRG
has been a supportive shareholder since 2014,
however their relevant funds have moved to a capital
repatriation phase that included realising their
investment in AFT. AFT would like to thank CRG for
their longstanding support of the company.
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 sold 933,333 shares in response to investor interest
which represents 1.3% of the AF Trust’s current holding.
AF Trust will remain the largest shareholder post
transaction with 69.8% and has no current intention to
sell further shares.
AFT is experiencing rapid global revenue growth and
strong operating cash flow generation. In FY20, AFT
revenue exceeded $100 million for the first time and
was 24% up on FY19. Operating cash flow was $14.9
million (FY19 $1.1 million) and normalised operating
profit increased 87% to $11.4 million. AFT expects
operating profit in the range of $14-18 million in FY21,
excluding any up front licensing fees that are received
on entering new international markets.
The reduction in leverage as a result of the equity
raise puts AFT in a strong position to capitalise on
revenue growth opportunities from licensing its
existing products into new international markets, while
continuing to execute on its key skill of developing
and registering new products by repurposing existing
molecules and formulating line extensions of existing
products.
The SPP will enable all eligible New Zealand and
Australian shareholders of AFT to participate in
the equity raising and acquire new AFT shares
at the same price that investors acquired shares
under the placement, being $3.75 per share. Each
Eligible Shareholder may elect to subscribe for up to
NZ$50,000 / A$47,000 worth of shares, subject to
scaling.
Further details about the SPP, including terms and
conditions of the offer and an explanation of how you
can participate, are contained in this document. We
encourage you to read this document carefully before
you decide whether to participate. We also suggest
that you seek financial, investment or other professional
advice before making an investment decision.
The offer closes at 7:00pm New Zealand time / 5:00pm
Sydney time on 26 June 2020.
On behalf of the Board, I thank you for your ongoing
support of AFT.
Yours sincerely
David Flacks
CHAIRMAN
1
Assumes $2m SPP is fully subscribed.
2
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.
5
QUETIONS AND
ANSWERS
3.
These Questions and Answers are a summary
only and you should refer to the Terms and
Conditions for further information.
1. WHAT IS THE SHARE PURCHASE PLAN
(SPP)?
The SPP allows Eligible Shareholders to purchase up
to NZ$50,000 (A$47,000) worth of additional Shares
in AFT without incurring brokerage. All Shares issued
under the SPP will be of the same class as, and rank
equally with, Shares in AFT currently on issue. It is a
term of the SPP that AFT will take any necessary steps
to ensure that the Shares are, immediately after issue,
quoted on the NZX Main Board and the ASX.
2. AM I ELIGIBLE TO PARTICIPATE?
You are eligible to participate in the SPP if:
(a) you were registered as a holder of Shares at
7:00pm NZ time / 5:00pm Sydney time on
9 June 2020 (being the Record Date);
(b) your address recorded on the share register is
in New Zealand or Australia; and
(c) you do not hold Shares on behalf of another
person who resides outside of New Zealand
and Australia.
The SPP is also being extended to Eligible Shareholders
who are Custodians to participate in the SPP on behalf
of Eligible Beneficiaries on the Terms and Conditions
provided in this document.
3. DO I HAVE TO PARTICIPATE?
No - participation in the SPP is entirely voluntary. There
is a risk that your shareholding in AFT may be diluted if
you do not participate in the SPP. If you do not wish to
participate in the SPP, do nothing.
4. WHAT IS THE ISSUE PRICE OF THE
SHARES AND HOW MANY SHARES CAN
I PURCHASE?
The Issue Price is NZ$3.75, being the price paid by
investors in AFT’s recent Placement (representing a
discount of 11.1% to the 30-day VWAP up to 9 June of
$4.22).
The Issue Price determined above is a New Zealand
dollar amount. If you apply for an Australian dollar
amount of Shares, AFT will convert the New Zealand
dollar Issue Price to Australian dollars at the NZ$:A$
exchange rate published by the New Zealand Reserve
Bank on its website at 7:00pm New Zealand time on
the Closing Date. The market price of the Shares may
change between the Opening Date, the date you apply
for Shares under the SPP, and the Allotment Date. The
risks associated with this potential market fluctuation
are described in question 8 below.
Eligible Shareholders may elect to apply for new Shares
under the Offer up to a maximum value of NZ$50,000
/ A$47,000, subject to scaling.
If you apply for an Australian dollar amount of Shares
and the exchange rate varies such that the dollar
amount you applied for exceeds the NZ$50,000
regulatory limit, Shares having a total issue price equal
to NZ$50,000 will be issued to you and you will be
refunded the excess cash amount, subject to scaling.
AFT is inviting Applications for up to NZ$2 million of
Shares in aggregate. AFT reserves the right to, at its
absolute discretion, scale any Application for Shares
under the SPP. If AFT receives Applications in excess
of the total amount of the Offer, it will scale back
Applications in accordance with clause 8 of the Terms
and Conditions.
Any fractional Shares allocated under the SPP will be
rounded down to the nearest whole number of Shares
and AFT will retain any difference due to rounding.
5. WHAT IF I OWN SHARES THROUGH
A TRUSTEE OR CUSTODIAN OR
OWN SHARES IN MORE THAN ONE
CAPACITY?
If you own Shares through a trustee or Custodian, then,
subject to certain certification requirements and other
conditions, you may instruct the trustee or Custodian to
purchase Shares on your behalf, up to the NZ$50,000 /
A$47,000 limit.
If you own Shares through a trustee or Custodian and
also own Shares in your own name, then you may either
purchase Shares yourself or instruct your trustee or
Custodian to purchase Shares on your behalf. You may
not do both.
The offer of the SPP is made to the trustee or
Custodian as the registered holder (not the beneficiary
directly). This means it is at the discretion of the trustee
or Custodian whether to extend the offer to their
beneficiaries.
If you receive more than one copy of this document,
or if you hold Shares in more than one capacity (e.g.
because you are both a sole and joint holder of Shares)
you may only purchase Shares in all capacities up to
the NZ$50,000 / A$47,000 limit in aggregate. You
may not purchase some Shares on your own behalf and
some Shares as a joint holder. By applying to purchase
Shares under the SPP, you represent that you have not
exceeded this NZ$50,000 / A$47,000 limit.
6
Share purchase plan | June 2020
AFT Pharmaceuticals Ltd
6. WHAT DO I DO IF I AM A TRUSTEE OR
CUSTODIAN?
The SPP is being extended to Eligible Shareholders
who are Custodians and who wish to apply for SPP
Shares on behalf of Eligible Beneficiaries.
The SPP is being offered to Custodians as the
registered Shareholder. Custodians are not required
to participate on behalf of their Eligible Beneficiaries.
Custodians may choose whether or not to extend the
SPP to their Eligible Beneficiaries.
By applying as a Custodian on behalf of Eligible
Beneficiaries to purchase Shares, you certify (amongst
other things) that the Application amount for each
Eligible Beneficiary has not exceeded the NZ$50,000 /
A$47,000 limit.
In the case of Custodians that have a registered
address in Australia, if you wish to apply as a
Custodian under the SPP to receive Shares for one
or more Eligible Beneficiaries, you must complete an
Application Form that contains or is accompanied by
further certifications and details (as required under
the terms of ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547) before your
Application will be accepted. A Custodian will be
ineligible to participate in the SPP if their participation
would be in breach of ASIC Corporations (Share and
Interest Purchase Plans) Instrument 2019/547 (as
amended by ASIC Instrument 20-0572).
For further information about the Custodian application
process, please contact the Share Registrar.
Each Custodian must not participate in the SPP on
behalf of, and must not distribute this document or any
other documents relating to this SPP to, any person in
the United States of America.
7. IS THIS OFFER TRANSFERABLE TO
ANOTHER PERSON?
No. This offer is personal to you. Participation in
the SPP is entirely voluntary, but if you elect not to
purchase any Shares under the SPP, you may not
transfer your right to purchase Shares under the SPP to
anyone else.
8. WHAT ARE THE RISKS TO INVESTING IN
THE SPP?
The market price for the Shares may change between
the Opening Date, the date you apply for Shares under
the SPP, and the Allotment Date. Accordingly, the price
paid for Shares issued under the SPP may be higher or
lower than the price at which Shares are trading on the
NZX Main Board or the ASX at the time the Shares are
issued under the SPP. The Share price is quoted on the
NZX website: www.nzx.com and on the ASX website:
www.asx.com.au.
There is no certainty that Shares will trade at or above
the Issue Price following the issue of Shares under the
SPP. You should seek your own independent financial
advice in relation to this Offer and your participation
under the SPP.
Further information about AFT, including the most
recent financial statements of AFT, can be obtained
from AFT’s website: www.aftpharm.com. You may
obtain, free of charge, the most recent annual report
and financial statements of AFT by contacting
AFT (for details, please see the Directory at the
end of this document), or you may download the
documents from AFT’s website: www.aftpharm.com.
You are also recommended to monitor AFT’s market
announcements through the NZX website: www.nzx.
com or the ASX website: www.asx.com.au.
9. HOW DO I APPLY FOR SHARES UNDER
THE SPP?
If you wish to participate in the SPP, you can apply
online at www.shareoffer.co.nz/AFT. Alternatively,
please follow the step-by-step instructions set out on
the enclosed personalised Application Form.
If you apply online, you will need your CSN /
Holder Number. You must pay for your Application
electronically by electronic funds transfer to AFT.
If you apply using the Application Form, scan and
email your completed Application Form to the
Registrar at AFT@computershare.co.nz (please put
“AFT Share Purchase Plan” in the subject line for
easy identification) and make payment by electronic
funds transfer by 7:00pm New Zealand time / 5:00pm
Sydney time on the Closing Date. If the exact amount
of money is not tendered, AFT reserves the right
not to accept all or part of your payment. In those
circumstances, AFT will return your Application and
refund all or part of your payment without interest.
If your Application is rejected, all of the amounts paid
will be refunded to you. If your Application is scaled,
you will receive the number of Shares in respect of
which your Application is accepted at the Issue Price
and receive a refund of the balance of the relevant
payment amount. All refunds will be made without
interest. Refunds will be issued within five Business
Days following the Allotment Date. Refunds will not be
paid for any difference arising solely due to rounding or
where the aggregate amount of the refund payable to
you is less than NZ$5.00.
You will not be able to withdraw or revoke your
Application once you have sent it in.
3. QUESTIONS AND ANSWERS CONTINUED
7
10. HOW LONG IS THE SPP OPEN AND
WHEN WILL I RECEIVE MY SHARES?
The SPP opens on 15 June 2020 and is expected to
close at 7:00pm New Zealand time / 5:00pm Sydney
time on 26 June 2020, unless extended. If you want to
participate, you should ensure that your Application
and payment is received by 7:00pm New Zealand time
/ 5:00pm Sydney time on 26 June 2020. Applications
received after this time may not be accepted.
Online applications are encouraged. If you are returning
your Application Form by mail, please allow adequate
time for mail deliveries.
You will receive Shares issued to you under the SPP on
the Allotment Date, which is currently expected to be
on or around 2 July 2020. A statement confirming the
number of Shares issued to you under the SPP will be
sent to you on the Despatch Date, currently expected
to be on or around 6 July 2020.
11. FURTHER ASSISTANCE
If you have any further questions, please contact your
broker, financial, investment or other professional
adviser before making your investment decision.
If you have any questions about how to apply online
or complete the Application Form, please contact the
Share Registrar as set out in the Directory.
8
Share purchase plan | June 2020
AFT Pharmaceuticals Ltd
America or who hold Shares on behalf of persons
who are in the United States of America are not
entitled to participate in the SPP.
2.3 Joint holders of Shares are taken to be a single
registered holder of Shares for the purposes
of determining whether they are an Eligible
Shareholder and the certification on the online
application or Application Form is taken to have
been given by all of them.
2.4 If you are an Eligible Shareholder, your rights
under this Offer are personal to you and are non-
renounceable, so you may not transfer them.
TERMS AND
CONDITIONS
4.
IMPORTANT NOTICE
If you apply to participate in the SPP by completing an online application or completing and
returning an Application Form you are accepting the risk that the market price of Shares may
change between the Opening Date, the date you apply for Shares under the SPP, and the
Allotment Date. This means that it is possible that up to or after the Allotment Date, you may
be able to buy Shares at a lower price than the Issue Price.
We encourage you to seek you own independent financial advice regarding your
participation in the SPP.
1. OFFER TIMETABLE
Record Date9 June 2020
Eligible Shareholders registered at 7:00pm New Zealand time / 5:00pm Sydney
time on the Record Date may participate in the SPP.
Opening Date15 June 2020
The Offer opens and this document is sent to Eligible Shareholders.
Closing Date26 June 2020
The Offer closes at 7:00pm New Zealand time / 5:00pm Sydney time on this date,
unless extended. Applications must be received by this time. Applications may, at
AFT’s option, not be processed or held to be valid if they have not been received by
this time.
Allotment Date2 July 2020
Shares are allotted, unless the Closing Date is extended.
NZX Commencement of
trading
2 July 2020
AFT expects the Shares will commence trading on the NZX Main Board on the Allot-
ment Date.
ASX Commencement of
trading
3 July 2020
AFT expects the Shares will commence trading on the ASX on 3 July 2020.
Despatch Date6 July 2020
Transaction confirmation statements will be despatched to shareholders within five
Business Days of the Allotment Date.
These dates and the references to them throughout this document are subject to change. AFT may amend these
dates without prior notice (notwithstanding that the Offer has opened or Applications have been received),
subject to the Listing Rules and applicable laws.
2. ELIGIBLE SHAREHOLDERS
2.1 You may participate in the SPP if you are an
Eligible Shareholder.
2.2 An Eligible Shareholder is a person who, at 7:00pm
New Zealand time / 5:00pm Sydney time on the
Record Date, was recorded in the share register
of AFT as being a registered holder of Shares
and having a registered address in New Zealand
or Australia unless that person holds Shares on
behalf of another person who resides outside New
Zealand and Australia. For the avoidance of doubt,
shareholders who are in the United States of
9
3. ISSUE PRICE AND NUMBER OF SHARES
3.1 The Issue Price for Shares under the SPP is
NZ$3.75
per Share, being the price paid by
investors in AFT’s recent Placement (representing
a discount of 11.1% to the 30-day VWAP up to 9
June of NZ$4.22).
3.2 The Issue Price is a New Zealand dollar amount.
If you apply for an Australian dollar amount of
Shares, AFT will convert the New Zealand dollar
Issue Price to Australian dollars at the NZ$:A$
exchange rate published by the New Zealand
Reserve Bank on its website at 7:00pm New
Zealand time / 5:00pm Sydney time on the Closing
Date.
3.3 You should refer to the answer under question
8 in the “Questions and Answers” section of this
SPP for further information about the relationship
between the Issue Price under the SPP and the
market price of Shares.
3.4 Subject to clause 4.1, if you are an Eligible
Shareholder (unless you are a Custodian to whom
clause 4.1 applies), you may:
(a) subscribe for your full entitlement of
Shares, being Shares having a value of up to
NZ$50,000 or A$47,000; OR
(b) subscribe for less than your full entitlement of
Shares by selecting a parcel value of Shares on
the online application or Application Form.
3.5 Any Application for Shares having a value greater
than NZ$50,000 or A$47,000 will be deemed to
be an Application for Shares having a value of
NZ$50,000 or A$47,000 (as applicable). If you
apply for an Australian dollar amount of Shares
and the exchange rate varies such that the dollar
amount you applied for exceeds the NZ$50,000
regulatory limit, Shares having a total issue price
equal to NZ$50,000 will be issued to you and you
will be refunded the excess cash amount, subject
to scaling.
3.6 Eligible Shareholders may apply only for Shares
having a maximum value of NZ$50,000 or
A$47,000 and may make only one Application.
This applies to all Eligible Shareholders (other than
Custodians to whom clause 4.1 applies), including
those who receive more than one offer under the
SPP (for example, because they hold Shares in
more than one capacity) and including whether
the Eligible Shareholder is applying through a
Custodian or on his or her own behalf.
3.7 If you own Shares through a trustee or Custodian
and also own Shares in your own name, then you
may either purchase Shares yourself or instruct
your trustee or Custodian to purchase Shares on
your behalf. You may not do both.
4. CUSTODIANS
4.1 Custodians may subscribe for Shares having a
value greater than NZ$50,000 / A$47,000 but
only up to the total value of Shares applied for on
behalf of each beneficial owner (who must be an
Eligible Beneficiary) for whom the Custodian acts
as a Custodian (treating joint beneficial owners as
one beneficial owner). Custodians must confirm
to AFT that they are holding Shares as a Custodian
for beneficial owners who are Eligible Beneficiaries
by providing the written certification to AFT
described in clause 4.2 below and set out in the
Application Form. Each beneficial owner may only
direct the Custodian to apply on behalf of that
beneficial owner for one of the options described
in clause 3.4. A separate online application or
Application Form must be completed for each
beneficial owner.
4.2 If a Custodian applies to subscribe for Shares on
behalf of a beneficial owner, the Custodian must
certify to AFT in writing by completing the online
application or Application Form:
(a) that the Custodian held Shares on behalf of:
(i) one or more other persons that are not
Custodians; and/or
(ii) another Custodian (“Downstream
Custodian”) that holds beneficial interests
in Shares on behalf of one or more other
persons to which those interests relate,
on 9 June 2020 at 7:00pm New Zealand time
/ 5:00pm Sydney time (each, a “Participating
Beneficiary”) who are Eligible Beneficiaries
and who have subsequently instructed the
Custodian, and/or the Downstream Custodian,
to apply for Shares under the SPP on their
behalf;
(b) the number of Participating Beneficiaries and
their names and addresses;
(c) the number of Shares that the Custodian holds
on behalf of each Participating Beneficiary;
(d) the dollar amount of Shares that each
Participating Beneficiary has instructed the
Custodian, either directly or indirectly through
a Downstream Custodian, to apply for on their
behalf;
(e) that there are no Participating Beneficiaries in
respect of which the total of the application
price for the following exceeds NZ$50,000 /
A$47,000:
(i) the application price for new Shares
applied for on their behalf under the SPP;
(ii) the application price for any other Shares
issued to the Custodian (as a result of
an instruction given to the Custodian
or a Downstream Custodian) for that
Participating Beneficiary under any
arrangement similar to the SPP in the 12
months prior to the application for new
Shares under the SPP;
(f) that a copy of this document was given to
each Participating Beneficiary;
(g) where the Custodian holds Shares on
10
Share purchase plan | June 2020
AFT Pharmaceuticals Ltd
(c) your electronic funds transfer is not for the
exact amount of the parcel value that you
have applied for;
(d) it appears that you are applying to subscribe
for Shares with a value greater than
NZ$50,000 / A$47,000 including as a result
of Shares you hold directly, jointly or through
a Custodian or nominee arrangement (except
if you are a Custodian applying on behalf of
more than one beneficial owner in accordance
with clause 4);
(e) your Application or payment is received after
7:00pm New Zealand time / 5:00pm Sydney
time on the Closing Date. While AFT has
discretion to accept late Applications and
payment, there is no assurance that it will do
so. Late Applications and payment, if not
processed, will be returned to you at your
registered address. No interest will be paid on
money returned;
(f) AFT believes that you are not an Eligible
Shareholder or Custodian; or
(g) AFT considers that your Application does
not otherwise comply with these Terms
and Conditions or any applicable laws or
regulatory requirements, or the acceptance
of which would cause AFT to breach any
applicable laws or regulatory requirements.
6.2 AFT reserves the right to scale back at its absolute
discretion any Application for Shares under the
SPP. AFT reserves the right to terminate the Offer
and reject all Applications at any time prior to the
issue of the Shares on the Allotment Date.
6.3 If an Application is rejected, all of the relevant
amounts will be refunded to the Applicant. If
Applications are scaled back, the Applicant will
receive the number of Shares at the Issue Price in
respect of which the Application is accepted and
a refund of the balance of the relevant Application
payment. All refunds will be made without
interest. Any difference less than NZ$5.00 due to
scaling or rounding will be retained by AFT and
not refunded. Refunds will be made in the manner
you have elected any dividend payments be made.
Refunds will be issued within five business days
following the Allotment Date.
7. SIGNIFICANCE OF SENDING IN AN
APPLICATION
7.1 If you apply to participate in the SPP, by
completing and returning the Application Form or
completing an online application:
(a) you agree that your Application, on these
Terms and Conditions, will be irrevocable and
unconditional (i.e. it cannot be withdrawn);
(b) you certify to AFT that you are an Eligible
Shareholder entitled to apply for Shares under
these Terms and Conditions;
4. TERMS AND CONDITIONS CONTINUED
behalf of a Participating Beneficiary
indirectly, through one or more
Downstream Custodians, the name and
address of each Downstream Custodian;
and
(h) that the beneficial owner on whose behalf
the Custodian is submitting an Application
Form is not making an application as an
Eligible Shareholder for Shares under the
SPP, and no other Custodian is submitting
an Application Form under the SPP for
that beneficial owner.
4.3 AFT will issue Shares to a Custodian only if AFT
is reasonably satisfied that the total issue price
of Shares issued to any beneficial owner is not
more than NZ$50,000 / A$47,000, whether those
Shares are issued through a Custodian or, if the
beneficial owner is also a shareholder in AFT, in
that beneficial owner’s own right as a shareholder.
4.4 Each Custodian must not participate in the SPP on
behalf of, and must not distribute this document or
any other documents relating to this SPP to, any
person in the United States of America.
5. COMPLETING THE APPLICATION FORM
AND PAYING FOR SHARES
5.1 If you wish to participate in the SPP, you must
complete an online application at www.shareoffer.
co.nz/AFT and make payment in accordance with
the instructions provided. Alternatively, complete
and return the printed Application Form together
with electronic payment in accordance with the
instructions on the Application Form.
5.2 Eligible Shareholders should make an electronic
funds transfer for the dollar amount of Shares
applied for.
5.3 To be valid, Applications must be received by
the Share Registrar before 7:00pm New Zealand
time / 5:00pm Sydney time on 26 June 2020
(being the Closing Date). Applications received
after that date will only be accepted at AFT’s
discretion. Shareholders applying via the
Application Form, should scan and email their
completed Application Form to the Share Registrar
at AFT@computershare.co.nz (please put “AFT
Share Purchase Plan” in the subject line for easy
identification).
6. AFT’S DISCRETION TO ACCEPT OR
REJECT APPLICATIONS
6.1 AFT has complete discretion to accept or reject
your Application to subscribe for Shares under the
SPP, including (without limitation) if:
(a) your online application or Application Form
is incorrectly completed, incomplete or
otherwise determined by AFT to be invalid;
(b) your payment is dishonoured or has not been
completed correctly;
11
(c) you agree to be bound by the constitution of
AFT;
(d) you certify to AFT that your acceptance of the
SPP will not be, or cause, a breach of any law
in any jurisdiction;
(e) you agree to pay the applicable Issue Price per
Share up to a maximum amount equivalent
to the parcel value you specified in your
Application;
(f) you certify to AFT that the total application
price applicable to you for the following does
not exceed NZ$50,000 / A$47,000:
(i) the Shares the subject of the Application
submitted by you;
(ii) any other Shares applied for, or issued
to you, under the SPP or any similar
arrangement in the 12 months before the
date of your Application for Shares under
the SPP;
(iii) any other Shares which you have
instructed a Custodian to acquire on your
behalf under the SPP; and
(iv) any other Shares issued to a Custodian
under an arrangement similar to the SPP
in the 12 months before the date of your
Application for Shares under the SPP as
a result of an instruction given by you
to that Custodian or another Custodian
and which resulted in you holding the
beneficial interest in the Shares;
(g) you authorise AFT (and its officers or agents)
to correct any error in, or omission from, your
Application and to complete the Application
by the insertion of any missing details;
(h) you acknowledge that AFT may at any time
determine that your Application is valid, in
accordance with these Terms and Conditions,
even if the Application is incomplete, contains
errors or is otherwise defective;
(i) you accept the risk associated with any refund
that may be despatched to you by cheque to
your address shown on AFT’s share register
or that may be direct credited to the bank
account showing in the details held by the
Share Registrar;
(j) you acknowledge that AFT may disclose any
information in or relating to your Application
to the Share Registrar in connection with its
management of the SPP;
(k) you acknowledge that none of AFT, its
advisers or agents has provided you with
investment advice or financial product advice,
and that none of them has an obligation to
provide advice concerning your decision to
apply for and subscribe for Shares under the
SPP;
(l) you acknowledge the risk that the market
price for the Shares may change between the
Opening Date, the date you apply for Shares
under the SPP, and the Allotment Date. A
change in market price during these periods
may affect the value of the Shares you receive
under the SPP;
(m) you acknowledge that AFT is not liable for any
exercise of its discretions referred to in these
Terms and Conditions; and
(n) you irrevocably and unconditionally agree to
these Terms and Conditions and agree not to
do any act or thing which would be contrary
to the spirit, intention or purpose of the SPP.
7.2 If a Custodian applies to subscribe for Shares
under the SPP for a beneficial owner pursuant to
clause 4, the certification referred to in clause 7.1(f)
will be taken to be given by each beneficial owner
on whose behalf the Custodian is applying to
subscribe for Shares.
8. SCALING AND ROUNDING
8.1 If you apply for Shares under the SPP, you will
apply for a certain dollar amount rather than a
certain number of Shares. The number of Shares
you will receive will be determined by dividing the
dollar amount of Shares you have applied for by
the Issue Price, unless your Application has been
scaled back in accordance with clauses 8.3 or 8.4.
8.2 If your Application has been scaled back, the
number of Shares you receive will be determined
by dividing the dollar amount of the Shares you
have applied for (as scaled back) by the Issue
Price. If this calculation produces a fractional
number, the number of Shares you will be allotted
will be rounded down to the nearest whole number
of Shares.
8.3 If AFT receives Applications in excess of NZ$2
million, it will scale back Applications having
regard to the number of AFT Shares held by the
Applicant (or, in the case of an Application made
by a Custodian, the relevant beneficial owner(s)
named in the schedule submitted with the
Application) on the Record Date and otherwise at
its discretion.
8.4 Your Application may also need to be scaled so as
to not exceed regulatory limits. The offer under
the SPP needs to comply with the conditions
imposed by the Listing Rules (subject to the NZX
Waiver) and ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 (as amended
by ASIC Instrument 20-0572). Under these laws
and regulatory requirements, the maximum
amount that Eligible Shareholders may apply for
is up to NZ$50,000. In order not to exceed this
amount, AFT has set the maximum Australian
dollar application amount at A$47,000 to allow
for NZ$:A$ exchange rate movements up to the
Closing Date. However, if the NZ$:A$ exchange
rate varies such that the dollar amount you apply
for exceeds a regulatory limit, your Application
may need to be scaled so that the relevant
regulatory limit is not exceeded.
12
Share purchase plan | June 2020
AFT Pharmaceuticals Ltd
10. FINANCIAL STATEMENTS
10.1 You may obtain free of charge the most recent
annual report and financial statements of AFT by
contacting AFT, or you may download the reports
from AFT’s website: www.aftpharm.com. AFT’s
contact details are in the Directory.
11. AMENDMENTS TO THE SPP AND
WAIVER OF COMPLIANCE
11.1 Notwithstanding any other term or condition of
the SPP and/or the Application Form, AFT may, at
its discretion:
(a) make non-material modifications to the SPP
or these Terms and Conditions without notice
(in which case Applications for Shares under
the SPP will remain binding on all Applicants
notwithstanding such modification and
irrespective of whether an Application Form
was received by the Share Registrar before or
after such modification is made); and/or
(b) suspend or terminate the SPP at any time
before the issue of the Shares under the SPP.
If the SPP is terminated, application monies
received will be refunded to Applicants
without interest.
11.2 AFT reserves the right to waive compliance with
any provision of these Terms and Conditions
(either generally or in respect of a particular
Applicant or Applicants).
12. GOVERNING LAW
12.1 These Terms and Conditions shall be governed by
and construed in accordance with the laws of New
Zealand.
13. DISPUTES
13.1 If any dispute arises in connection with the SPP,
AFT may settle it in any manner it thinks fit. It
may do so generally or in relation to any particular
participant, Application or Share. AFT’s decision
will be final and binding.
14. INCONSISTENCY
14.1 Unless otherwise determined by the directors of
AFT, in the event of any inconsistency between
these Terms and Conditions and:
(a) the “Questions and Answers” section of this
SPP, the Terms and Conditions prevail; or
(b) AFT’s constitution, AFT’s constitution prevails.
8.5 If your Application is scaled, your application
monies will be greater than the value of the Shares
you will be allotted. The difference between
the value of the Shares you are allotted and
your application monies will be refunded to you
in the manner you have elected any dividend
payments be made. No interest will be paid on
any application monies returned to you. Any
difference less than NZ$5.00 will be retained by
AFT and not refunded. Refunds will be issued
within five business days following the Allotment
Date.
9. THE SHARES
9.1 Shares issued under the SPP will rank equally
with, and have the same voting rights, dividend
rights and other entitlements as existing fully paid
ordinary Shares in AFT quoted on the NZX Main
Board and the ASX.
9.2 Applicants for Shares will be bound by AFT’s
constitution and the terms of the Offer set out in
this document.
9.3 The Shares to be issued under the SPP have been
accepted for quotation on the NZX Main Board
and the ASX, with effect on or shortly after the
Allotment Date. AFT will take any necessary steps
to ensure that the Shares issued are, immediately
after the issue, quoted on the NZX Main Board and
the ASX. You cannot trade in any Shares issued
to you pursuant to the SPP, either as principal or
agent, until official quotation on the NZX Main
Board and ASX. AFT expects the Shares issued
under the SPP will commence trading on the NZX
Main Board on the Allotment Date and the ASX
on the next trading day after the Allotment Date.
Neither NZX nor ASX accepts any responsibility for
any statement in this document.
9.4 The issue of Shares under the SPP up to a
maximum value of NZ$50,000 / A$47,000
per
Eligible Shareholder (or per beneficial owner, in
the case of holdings held by Custodians) is being
undertaken pursuant to NZX Listing Rule 4.3.1
(Share Purchase Plans) as modified by the NZX
Waiver, which, among other things, increased
the maximum consideration payable for equity
securities in an SPP to NZ$50,000 / A$47,000 per
registered holder.
9.5 The issue of Shares under the SPP up to a
maximum value of NZ$50,000 per Eligible
Shareholder (or per beneficial owner, in the case of
holdings held by Custodians) in Australia, is being
undertaken pursuant to ASIC Corporations (Share
and Interest Purchase Plans) Instrument 2019/547
as amended by ASIC Instrument 20-0572, which,
among other things, increased the maximum
consideration payable for equity securities in the
SPP to NZ$50,000 per registered holder.
4. TERMS AND CONDITIONS CONTINUED
13
GLOSSARY5.
AFTAFT Pharmaceuticals Limited
Allotment DateOn or around 2 July 2020, unless the Closing Date is extended
Applicant An applicant for Shares in the SPP
Application An application made for Shares under the Offer made using an Application Form or an
online application made through www.shareoffer.co.nz/AFT
Application FormThe personalised application form relating to the SPP which you received with this
Offer, including the instructions on the form
ASXASX Limited or the market it operates (as the context requires)
ASX Listing RulesThe official listing rules of the ASX
Australian Eligible
Shareholder
An Eligible Shareholder with a registered address in Australia on the Record Date
Business DayHas the meaning given to that term in the NZX Listing Rules
Closing Date26 June 2020, unless extended
Custodian · An Eligible Shareholder with a registered address in New Zealand on the Record
Date that:
o is a trustee corporation or a nominee company and holds Shares by reason
only of acting for another person in the ordinary course of business of that
trustee corporation or nominee company; or
o holds Shares by reason only of being a bare trustee of a trust to which the
Shares are subject, and is permitted to operate as a custodian under all
relevant laws; or
· an Australian Eligible Shareholder that:
o holds an Australian financial services licence that covers the provision of a
custodial or depositary service; or
o is exempt from the requirement to hold an Australian financial services licence
for the provision of a custodial or depositary service; or
o holds an Australian financial services licence covering the operation of an
IDPS (as defined in ASIC Class Order CO/13/763) or is a responsible entity of
an IDPS-like scheme (as defined in ASIC Class Order CO/13/763); or
o is a trustee of a self-managed superannuation fund or superannuation master
trust; or
o is the registered holder of Shares and is noted on the register of members of
AFT as holding the Shares on account of another person.
Despatch DateOn or around 6 July 2020, unless extended
Downstream
Custodian
See clause 4.2 of the Terms and Conditions for the definition of “Downstream
Custodian”
Eligible BeneficiaryA person on whose behalf a Custodian is holding Shares at the Record Date, with a
registered address in either Australia or New Zealand, provided that such person is not
in the United States of America.
Eligible ShareholderA person who, at 7:00pm New Zealand time / 5:00pm Sydney time on the Record
Date, was recorded in AFT’s share register as being a registered holder of Shares and
having a registered address in New Zealand or Australia unless that person holds
Shares on behalf of another person who resides outside New Zealand and Australia
Issue PriceNZ$3.75 per Share (being the price paid by investors in AFT’s recent Placement).
14
Share purchase plan | June 2020
AFT Pharmaceuticals Ltd
Listing RulesThe NZX Listing Rules and the ASX Listing Rules, as applicable
NZXNZX Limited
NZX Listing RulesThe NZX Main Board listing rules in force from time to time
NZX Main BoardThe main board financial product market operated by NZX
NZX WaiverThe class waiver and ruling issued by NZX Regulation dated 19 March 2020
Opening Date15 June 2020
Participating
Beneficiary
See clause 4.2 of the Terms and Conditions for the definition of “Participating
Beneficiary”
PlacementThe placement of Shares announced to NZX on 10 June 2020
Record Date9 June 2020
ShareA fully paid ordinary share in AFT
Share RegistrarComputershare Investor Services Limited
SPP or OfferThe share purchase plan detailed in this document
Terms and ConditionsThe terms and conditions of the SPP detailed in this document
5. GLOSSARY CONTINUED
15
ISSUER
AFT Pharmaceuticals Limited
Level 1, 129 Hurstmere Road,
Takapuna
Auckland 0622
www.aftpharm.com
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Phone: 0800 650 034
Email: AFT@computershare.co.nz
LEGAL ADVISERS
Harmos Horton Lusk Limited
Level 33, Vero Centre
48 Shortland Street
Auckland 1010
DIRECTORY6.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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