EROAD announces NZ$50 million equity raising
TEL +64 9 927 4700 PO Box 305 394
FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1
FREE 0800 4-EROAD Auckland, New Zealand eroad.co.nz
Not for release to US wire services or distribution in the United States
EROAD to raise capital of NZ$50 million, in conjunction with its ASX
listing
17 September 2020
Transportation technology business EROAD Limited (NZX/ASX: ERD) (EROAD) today announces it has
been admitted onto the Australian Stock Exchange (ASX) on the evening of 16 September and is
seeking to raise NZ$50 million through a NZ$42 million fully underwritten placement of shares
(“Placement”) and a NZ$8 million share purchase plan (“SPP”).
“EROAD has significant growth and revenue opportunities as penetration of telematics continues
globally. With the ASX listing, now is the opportune time to raise capital which will increase liquidity,
broaden our investor base and allow EROAD to accelerate its growth strategies as it heads towards
250,000 connected vehicles” says EROAD Chairman Graham Stuart.
ASX approval of EROAD’s Listing Application
As previously announced on 21 August 2020, EROAD has applied for an ASX Foreign Exempt Listing
to facilitate greater access to capital and provide alignment with the company’s business operations
and investor base. The ASX has now approved EROAD’s application to list and admitted EROAD to
the ASX on the evening of 16 September 2020. EROAD will be quoted on the ASX under the ticker
code ‘ERD’ from 18 September 2020. EROAD’s intention is to remain a New Zealand domiciled-
business, committed to its New Zealand investor base, and listed on the NZX.
Capital Raise
EROAD is seeking to raise NZ$50million new capital to accelerate the execution of EROAD’s growth
strategies. The capital raise comprises a NZ$42 million fully underwritten Placement and a NZ$8
million SPP (EROAD can at its discretion accept oversubscriptions).
The placement is being conducted at an offer price of NZ$3.90 per share (AU$3.59 per share),
representing a 10.3% discount to the last close price on the NZX on 14 September 2020 of NZ$4.35;
and 9.0% discount to the ten-day volume weighted average price on the NZX of NZ$4.29.
It is intended that the SPP will open on 23 September 2020 and close on 2 October 2020 at 5pm
NZDT to shareholders with a registered address in New Zealand and Australia. The price for the SPP
will be the lower of the price paid by investors in the placement or a 2.5% discount to the five day
volume weighted average price of EROAD shares traded on the NZX during the five trading days up
to, and including, the SPP’s closing date.
The proceeds from the capital raise will be used to accelerate execution of EROAD’s growth
strategies by investing in EROAD’s platform via product development and sales and marketing. The
Page 2 eroad.co.nz
proceeds will also be used to improve balance sheet flexibility and support future growth initiatives,
notwithstanding any impacts and general uncertainty of COVID-19.
NMC Trustees Limited as trustee of the NMC Investment Trust (“NMC Trustees”), EROAD’s largest
shareholder, is intending to offer up to approximately 1.4 million of its shares (representing up to
10% of NMC Trustees’ shareholding) for sale concurrent with the placement. Steven Newman, the
Chief Executive of EROAD, has an indirect interest in the shares held by NMC Trustees. Steven
remains fully committed to EROAD and NMC Trustees is expected to remain EROAD’s largest
shareholder post sell-down.
Bell Potter Securities Limited and Canaccord Genuity (Australia) Limited acted as joint lead managers
and underwriters to the placement.
For more information on the capital raising please refer to the investor presentation released today
on the NZX.
Timetable
Placement
Event Date
Placement bookbuild Thursday, 17 September 2020
Announcement of results of Placement and trading halt
lifted on NZX
Friday, 18 September 2020
ASX settlement Wednesday, 23 September 2020
NZX settlement Thursday, 24 September 2020
Allotment and commencement of trading of new shares on
NZX and ASX
Thursday, 24 September 2020
SPP
Event Date
Record Date Wednesday, 16 September 2020
(5.00pm, NZ time)
Expected despatch of SPP offer document and application
form
Wednesday, 23 September 2020
SPP opens Wednesday, 23 September 2020
SPP closes Friday, 2 October 2020 (5.00pm,
NZ time)
Announcement of results of SPP Tuesday, 6 October 2020
Allotment and commence of trading of new shares on NZX Friday, 9 October 2020
Commencement of trading of new shares on ASX Monday, 12 October 2020
Page 3 eroad.co.nz
FY21 outlook and H1 FY21 Results Guidance
EROAD remains confident of continued growth in contracted units and Monthly SaaS Average
Revenue Per Unit (ARPU) in FY21, albeit at lower levels than delivered in FY20. Contracted unit
growth is expected across New Zealand, North America and Australia, despite longer sales lead-
times due to COVID-19. FY21 EBITDA is expected to be impacted by COVID-19 debtor collectability as
well as continued investment in future growth and improvements in operating leverage.
Given the proximity of the capital raise to the period end, EROAD has provided H1 FY21 market
guidance. For H1 FY21, EROAD is anticipating Revenue of between $43.5m - $44.5m, EBITDA
between $12.0m - $14.2m and between 120-122k contracted units. For more information about H1
FY21 guidance please refer the investor presentation released today on the NZX and ASX.
Additional information
Additional information regarding the equity raising is contained in the presentation which
accompanies this announcement. The presentation contains important information including key
risks and foreign selling restrictions with respect to the capital raising.
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors
should seek appropriate professional advice before making any investment decision.
ENDS
Authorised for release to the NZX and ASX by EROAD’s Board of Directors.
For Investor and media enquires please contact:
Anna Bonney
Investor Relations
ph: +64 21 844 155
anna@merlinconsulting.co.nz
Conference call details
EROAD will host a conference call to discuss the offer at 10.00am NZST on Thursday 17 September
2020. Participants can register for the conference at:
https://s1.c-conf.com/diamondpass/10010035-JUE8se.html
Please note that registered participants will receive their dial in number upon registration.
This announcement has been prepared for publication in New Zealand and may not be released to
US wire services or distributed in the United States. This announcement does not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction.
Any securities described in this announcement have not been, and will not be, registered under the
US Securities Act of 1933 and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration of the US Securities Act and applicable US state
securities laws. Shares under the SPP will not be offered or sold to persons resident in the United
States.
---
01
(NZX: ERD ASX: ERD)
CAPITAL RAISE INVESTOR PRESENTATION
17 SEPTEMBER 2020
02
DISCLAIMER
IMPORTANT NOTICE
The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this disclaimer carefully
before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you
represent and warrant that you are entitled to receive the Presentation in accordance with the restrictions set out below and agree to be bound by the
limitations contained herein.
This Presentation is dated 17 September 2020, and has been prepared by EROAD Limited (NZ company number 1036814, NZX:ERD; ASX:ERD)
(EROAD or the company) to provide information in relation to the placement of, and share purchase plan for, new ordinary fully paid shares in EROAD
(New Shares) (Offer) under clause 19 of Schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (FMCA) and pursuant to the provisions of
the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 20-0854.
INFORMATION OF A GENERAL NATURE
This Presentation contains summary information about EROAD and its activities which is current only 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 possible investment in EROAD or that would be required in a product disclosure statement, prospectus, or
other disclosure document for the purposes of the FMCA or the Australian Corporations Act 2001 (Cth). EROAD is subject to a disclosure obligation
that requires it to notify certain material information to NZX Limited (NZX) and ASX Limited (ASX) for the purpose of that information being made
available to participants in the market and that information can be found by visiting www.nzx.com/companies/ERD and www.asx.com.au. This
Presentation should be read in conjunction with EROAD’s other periodic and continuous disclosure announcements released to NZX and ASX.
NOT AN OFFER
This Presentation is not a prospectus, product disclosure statement or other offering document under New Zealand or Australian law, or any other law
(and will not be lodged with the New Zealand Companies Office, the Australian Securities and Investments Commission (ASIC) or any other regulatory
body). This Presentation is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.
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
and ASX (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 the Application Form accompanying the Offer Document or as otherwise
communicated to the shareholder. The release, publication or distribution of this Presentation (including an electronic copy) outside New Zealand or
Australia may be restricted by law. If you come into possession of this Presentation, you should observe such restrictions. For further information, see
section captioned “Foreign Selling Restrictions.” Any noncompliance with these restrictions may contravene applicable securities laws.
NOT FOR RELEASE TO U.S WIRE SERVICES OR DISTRIBUTION
IN THE UNITED STATES OF AMERICA
This Presentation may not be released to U.S wire services or distributed in the United States. This Presentation does not constitute an offer to sell,
or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares
have not been, or 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 New Shares may not be offered or sold, directly or indirectly, in the United States, except
in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any
state or other jurisdiction of the United States.
03
DISCLAIMER
(CONTINUED)
NOT INVESTMENT ADVICE
This Presentation does not constitute legal, financial, tax, financial product advice or investment advice or a recommendation by EROAD or its advisers
to acquire New Shares, and has been prepared without taking into account the objectives, financial situation or needs of any individual.
Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own
investment objectives, financial situation and needs and consult an NZX Firm, ASX Broker, or solicitor, accountant or other professional advisor if
necessary.
FUTURE PERFORMANCE
Certain statements made in this Presentation are ‘forward-looking statements’. These forward-looking statements are not historical facts but rather
are based on EROAD’s current expectations, estimates, beliefs, assumptions and projections about EROAD, the industries in which it operates, the
outcome and effects of the Offer and use of proceeds. These forward-looking statements include statements about EROAD’s expectations about
the performance of its businesses, statements about the future performance of EROAD and statements about the use of proceeds from the Offer.
Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”,
“forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan” and other similar expressions within the meaning of securities
laws of applicable jurisdictions. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also
forward looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties
and other factors, many of which are beyond the control of EROAD, its directors and management, are difficult to predict and may involve significant
elements of subjective judgment and assumptions as to future events which may not be correct and could cause actual results to differ materially from
those expressed in the forward-looking statements. EROAD cautions shareholders and prospective shareholders not to place undue reliance on these
forward-looking statements, which reflect EROAD’s views only as of the date of this release. There can be no assurance that actual outcomes will not
differ materially from these forward-looking statements.
The forward-looking statements made in this Presentation relate only to events as of the date on which the statements are made. EROAD will not
release publicly any revisions or updates to these forward looking statements to reflect events, circumstances or unanticipated events occurring after
the date of this release except as required by law or by any appropriate regulatory authority.
PAST PERFORMANCE
Investors should note that past performance, including past share price performance of EROAD and pro forma historical information in this
Presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future EROAD
performance including future share price performance. The pro forma historical information is not represented as being indicative of EROAD’s views
on its future financial condition and/or performance.
04
DISCLAIMER
(CONTINUED)
INVESTMENT RISK
An investment in EROAD shares is subject to known and unknown risks, some of which are beyond the control of EROAD. EROAD does not guarantee
any particular rate of return or the performance of EROAD.
FINANCIAL DATA
All currency amounts are in New Zealand dollars unless stated otherwise. EROAD has a 31 March financial year end and all numbers refer to 31 March
2020 unless stated otherwise. Figures in charts and tables may not sum to 100% or the relevant total due to rounding.
Investors should be aware that this Presentation contains certain financial information and measures that are “non-GAAP financial information”
under the New Zealand Financial Markets Authority Guidance Note on disclosing non-GAAP financial information, “non-IFRS financial information”
under Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and “non-GAAP financial measures” within the meaning
of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS), Australian Accounting Standards (AAS) and International Financial Reporting Standards (IFRS). The non-
GAAP financial information, non-IFRS financial information and non-GAAP financial measures are Annualised Monthly Recurring Revenue (AMRR),
Costs to Acquire Customers (CAC), Costs to Service & Support (CTS), EBITDA, EBITDA margin, Free Cash Flow, Future Contracted Income (FCI) and
Monthly SaaS Average Revenue per unit (ARPU).
The disclosure of such non-GAAP financial measures in the manner included in this Presentation would not be permissible in a registration
statement under the U.S. Securities Act. The non-GAAP financial information, non-IFRS financial information and non-GAAP financial measures do
not have standardised meanings prescribed under NZ IFRS, AAS or IFRS and, therefore, such financial information and financial measures may not
be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures
determined in accordance with the applicable NZ IFRS, AAS or IFRS. Although EROAD believes the non-GAAP and non-IFRS financial information and
financial measures provide useful information to users in measuring the financial performance and conditions of EROAD, investors are cautioned not to
place undue reliance on any non-GAAP or non-IFRS financial information or financial measures included in this Presentation.
This presentation contains pro forma historical financial information. In particular, EROAD has prepared a pro forma Net Debt and cash position of EROAD
as at 31 March 2020 as if the Offer had been completed on that date. The pro forma historical financial information provided in this presentation is for
illustrative purposes only and should not be relied upon as, and is not represented as, being indicative of EROAD’s future financial condition.
DISCLAIMER
The information contained in this Presentation has been prepared in good faith by EROAD. No representation or warranty, expressed or implied, is
made as to the accuracy, adequacy or reliability of any statements, estimates or opinions or other information contained in this Presentation, any
of which may change without notice. To the maximum extent permitted by law, each of EROAD, Bell Potter Securities Limited, Canaccord Genuity
(Australia) Limited, and their respective subsidiaries, related companies, shareholders, directors, officers, employees, partners, agents and advisers
disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence) for any direct or indirect loss or
damage which may be suffered by any person through use of or reliance on anything contained in, or omitted from, this Presentation.
This Presentation has been authorised for release to NZX and ASX by EROAD’s Board of Directors.
05
EXECUTIVE SUMMARY
EROAD Limited (“EROAD”)
develops and markets
technology solutions
for the transportation and
logistics industry
• Steven Newman joined EROAD in 2007 and listed EROAD on the NZX in 2014
• Provides regulatory compliance and telematics software to heavy and light vehicle fleets in New Zealand, North America and Australia
• Develops technology solutions to manage vehicle fleets, support regulatory compliance, improve driver safety and reduce costs of operating
a fleet of vehicles and assets
• Operates in the global telematics industry, which is estimated to grow to US $750b by 2030
1
• Achieved 100k connected vehicles in 9 years and is targeting 250,000 connected vehicles
A proven SaaS business
model experiencing
continuing global
revenue growth
• For H1 FY21, anticipating Revenue of between $43.5m – $44.5m, and EBITDA between $12.0m - $14.2m in H1 FY21, ending the period with
between 120k-122k contracted units
• Achieved profitability in FY20 with Profit Before Tax of $1.4m (FY19 -$5.1m)
• Growing ARPU and asset retention rate of ~95%
• Annualised Monthly Recurring Revenue (AMRR) of $84m
2
in FY20, up 26% from FY19
• Revenue growth is being driven by increase in total contracted units from both new and existing customers as well as increasing ARPU across
customer base from up sell activity
• Platform business with a track record of consistent revenue growth. Strong unit economics with profitability achieved in FY20. Further
investment in product and sales & marketing should accelerate global growth, increase competitive advantage and support long term
margin expansion
• For FY21, remain confident in continued growth in contracted units and ARPU, albeit at lower rates than FY20 due to the impact of COVID-19
• Once uncertainty resolves, EROAD should benefit as businesses embrace telematics to reduce costs and improve the efficiencies of their businesses
Listing on the ASX, capital
raising to fund growth and
partial sell-down
• NZ$42m Placement at an offer price of NZ$3.90 per share (A$3.59 per share) and NZ$8m Share Purchase Plan (see slide 33 for details) to
support the Company to deliver its growth aspirations by accelerating investment in the platform via product development and sales and
marketing. Additional funding will be used to improve balance sheet flexibility and support future growth initiatives, notwithstanding any
impacts and the general uncertainty of COVID-19
• NMC Trustees (Steven Newman) to sell up to approximately 1.4m shares, representing up to 10% of NMC’s shareholding in EROAD
• Listing on the ASX to access a greater pool of institutional and retail investors and to help fund the Company’s future growth opportunities
1
Source: McKinsey April 2018
2
Restated by $2m from $86m due to a SaaS revenue washup of $0.17m included in full in March which related in part to earlier periods
06
2014201520162017201820192020H1 FY21F
9,973
14,332
19,864
26,031
31,298
36,953
43,430
48,041
59,538
77,600
86,240
96,106
108,414
-
20,000
40,000
60,000
80,000
100,000
120,000
1,513
600
1,990
3,158
4,501
5,301
9,736
6,102
17,757
20,955
24,660
31,227
116,488
120,000 - 122,000F
2,120
34,002
9,973 14,332 19,264 24,041 28,140 32,452 38,129 41,939 49,802 59,843 65,28571,446 75,674
80,366
Australia
North America
New Zealand
ANZ
GROWING TOTAL CONTRACTED UNITS
3
North American units for FY19 are restated for data cleansing adjustments identified as part of the new business systems implementation
RECURRING SAAS
REVENUE MODEL
EROAD generates SaaS revenue through:
• sale and rental of hardware
• the licensing of its software on a monthly subscription basis;
and
• the installation of its Ehubo hardware device.
• EROAD has a SaaS based revenue model (94% of FY20
revenue).
• EROAD typically bundles the hardware/software together under a
user contract with a typical length of 36 months.
• In FY20, EROAD generated monthly SaaS ARPU of $NZ58,
an asset retention rate of ~95% and ended the year with 116k
connected units.
• EROAD invested 19% of revenue in R&D in FY20 to enhance its
product off ering, grow ARPU and maintain customer retention
and win new small to medium business and enterprise customers.
EROAD DRIVEN BY RECURRING SAAS REVENUE
SaaS Revenue94%
Grant revenue1%
Other revenue2%
Transaction fee revenue3%
REVENUE
COMPOSITION
Software as a service (SaaS) revenue
represents revenue earned from
customer contracts for the sale or rental
of hardware, installation services and
provision of software services.
Transaction fee revenue relates to the
collection of Road User Charges (RUC) fees
and weight-mile tax in North America
4
For the year ended 31 March 2020 (FY20)
07
08
GRAHAM
STUART
5,6
Chairman,
Independent Director
BARRY
EINSIG
6
Independent Director
TONY
GIBSON
5,6
Independent Director,
Chairman of
Remuneration, Talent and
Nomination Committee
SUSAN
PATERSON
5,6
Independent Director,
Chair of the Finance, Risk
and Audit Committee
STEVEN
NEWMAN
Executive Director / CEO
OUR BOARD
5
Member of Finance, Risk and Audit Committee.
6
Member of Remuneration, Talent and Nomination Committee.
Note: Recruiting is underway for a Chief Technology Officer, to replace Jarred Clayton
THE RIGHT
TEAM FOR
GROWTH
Over the last 2 years:
• Board has been going
through a period of renewal
with Susan Paterson and
Barry Einsig appointed.
• Strengthened Executive Team
in place: Key hires in Finance,
Marketing, Operations, People
& Culture and Product.
• Deep capability building in
key areas, including R&D,
M&A, Sales and Customer
Success.
• Continued focus on
strengthening capability
and culture
STEVEN
NEWMAN
Executive Director / CEO
MIKE SWEET
Chief People Officer
ALEX BALL
Chief Financial Officer
GENEVIEVE
TEARLE
Chief Marketing Officer
and General Manager
EROAD Where
MATT DALTON
EVP Operations
SARAH
THOMPSON
Chief Product Officer
NORM ELLIS
President – North America
TONY
WARWOOD
Executive General
Manager
Australia & New Zealand
MARK HEINE
EVP General Counsel
and Company Secretary
EXECUTIVE TEAM
For full bios, refer to EROAD’s FY20 Annual Report on pages 63-64 for the Board and pages 61-62 for the ExecutiveTeam
09
COMPANY
BACKGROUND
EROAD’S PURPOSE IS
SAFER, MORE
PRODUCTIVE ROADS
SAFER
• EROAD solutions have had
a direct impact on reducing
speed by customers, a
significant contributor to
accidents and serious injuries
• Vehicle service and
maintenance monitoring
helps our customers ensure
their vehicles are safe
• Our driver management
services improve driving
behaviour
IMPROVED
PRODUCTIVITY
• Provide tools to help our
customers achieve greater fuel
efficiency and therefore reduce
emissions
• EROAD solutions
reduce compliance costs and
improve fleet productivity
• Road network usage analytics
informs infrastructure planning
The above graph shows the reduction in over speed events over time
as product enhancements have been added.
EROAD customer speeding events (per 100km)
Driver Leaderboard
TM
Driver Login
TM
Posted Speed
TM
Overspeed Dashboard
TM
Drive Buddy
TM
56%
25
20
201620182020
15
10
-
EROAD CUSTOMERS REDUCED FREQUENCY
OF SPEEDING BY 56% SINCE 2015
(8.3B KILOMETERS TRAVELLED)
10
REGULATORY TELEMATICS
EVERY COUNTRY IS LOOKING TO SOLVE THE SAME TRANSPORTATION ISSUES
HOW DO WE ENSURE
VEHICLES ARE
FIT FOR USE?
HOW DO WE PAY FOR
AND MAINTAIN
ROADING
INFRASTRUCTURE?
HOW DO WE
BEST MANAGE
DRIVER FATIGUE?
HOW DO WE
IMPROVE
HEALTH AND SAFETY
ON ROADS?
11
TO DO GREAT
REGULATORY
TELEMATICS YOU
NEED A GREAT
PLATFORM
SECURE, RELIABLE,
ACCURATE
Highly reliable network, paired with
advanced ping rates – ensuring
visibility for every trip
INDUSTRY-LEADING
SERVICE UPTIME
Platform available therefore reducing
business delays for customers
DASHCAM
IN-VEHICLE HARDWARE
DRIVER’S
LOGBOOK
MyEROAD
EHUBO2
SIMPLIFIED
COMPLIANCE
Easy to adopt and use
PROACTIVE
CUSTOMER SERVICE
Responsive, knowledgeable and
friendly customer service team
99.99%
7
IN-VEHICLE HARDWAREIN-VEHICLE HARDWAREIN-VEHICLE HARDWAREIN-VEHICLE HARDWAREIN-VEHICLE HARDWAREIN-VEHICLE HARDWARE
(Launch Q4 FY21)
7
12 months ended 30 August 2020
12
13
PLATFORM OVERVIEW
MyEROAD
MyEROAD provides customers with a range
of real time reports and analytical reports for
managing their fl eets and drivers effi ciently
and safely.
MyEROAD integrates into back
offi ce – logistics and business insights.
MyEROAD platform provides fl eet operators
with the following tools and services:
REGULATORY COMPLIANCE
Software varies across jurisdicitions in line
with diff ering legislative requirements for
compliance
DRIVER MANAGEMENT
& ROAD SAFETY
Monitor driver fatigue and behaviour
FLEET MANAGEMENT
Maps, tracking and utilisation analytics.
USED BY DISPATCH OPERATORS, FLEET MANAGERS,
SAFETY OFFICERS AND OPERATIONS
13
14
PLATFORM OVERVIEW
EROAD’s main hardware product is a
dashboard mounted device (Ehubo)
connected to a cloud based data and
analytics platform (MyEROAD)
Ehubo is a regulatory approved device that
uses GPS and other onboard sensors to
measure time, distance, location, and other
vehicle operational data
The Ehubo continually transmits data via
secure cellular networks to MyEROAD
IN CAB DRIVER INTERFACE
LOGBOOKEHUBO
INSPECT
• A unifi ed in-Cab Driver
Experience
• Compliance as easy as
cruise control
• Ongoing driver coaching
& gamifi cation
Allows drivers to carry out
pre and post trip vehicle
inspections – and record
any defects to be fi xed,
or maintenance to be
completed.
14
15
WHY OUR CUSTOMERS CHOOSE US
PROACTIVE
CUSTOMER SERVICE
DIFFERENTIATED
SOLUTIONS
RELIABLE AND
ACCURATE
EASY
TO USE
ASSET RETENTION RATE
95
%
~
ON ELD RATINGS
2
#
/
33
9
“EROAD is one of the most dependable, durable, and accurate systems in the
business. It’s easy to use, affordably priced, and has been independently tested
for ELD mandate compliance by the PIT Group research firm.”
⁸For 12 months ended 30 August 2020 ⁹ELD Ratings supplies ratings of 33 of the top tier ELD solution providers out of 313 that supply a solution that is self certified with the FMCSA
UPTIME
99.99
8
%
15
EROAD CUSTOMERS
Customer base is diverse across region, business size and
industry
EROAD markets and sells its products in New Zealand,
North America and Australia
• Market leader in New Zealand, with a broad customer
base of both heavy and light vehicle fleets across most
industries
• Established presence in North America, concentrated in
heavy transport across targeted industries and regions
• Growing presence in Australia as EROAD builds its brand
and leverages Trans Tasman opportunities
Our strategy is focused on increasing Enterprise customers
in North America and Australia
New Zealand
69%
North America
29%
Australia
2%
Small to
Medium
63%
Enterprise
37%
Construction &
Civil Engineering
29%
Services & Trade
7%
Other
18%
Agriculture/Forestry
10%
Government
3%
Utlities
2%
Wholesale distribution
5%
Freight &
Road Transport
26%
CONTRACTED
UNITS
by region
CONTRACTED
UNITS
by business size
CONTRACTED
UNITS
by industry
10
10
As at 2 September 2020
11
Enterprise is defined as fleet sizes > 150 for New Zealand and Australia > 500 for North America
16
1717
OPERATING PERFORMANCE
AND FY21 OUTLOOK
18
DELIVERY OF STRATEGY ACROSS OUR MARKETS IN FY20
12
North American units for FY19 are restated for data cleansing adjustments
identifi ed as part of the new business systems implementation
13
Stronger USD v NZD contributed $4.26 of the increase from the prior year
GROWTH
IN UNITS
15
%
EBITDA
34.9m
$
NZ MONTHLY
SAAS ARPU
55.78
$
NZ ASSET
RETENTION RATE
96.1
%
GROWTH
IN UNITS
12
38
%
LARGE ENTERPRISE
CUSTOMERS
ONBOARDED
2
7. 5
m
$
65.73
$
EBITDA
FY19: $0.4m
NA MONTHLY
SAAS ARPU
12,13
FY19: $60.08
FY19: $27.9mFY19: $53.74
FY20: 80,366 FY19: 70,110FY20: 34,002 FY19: 24,660
GROWTH
IN UNITS
59
%
(
1.3
)
m
$
SIGNED FIRST
TRANS-TASMAN
CUSTOMER
BUILT OUT SALES
TEAM AND INCREASED
MARKETING EFFORTS
EBITDA
FY19: $(0.6)m
FY20: 2,120
18
19
FY21
OUTLOOK
MEASUREESTIMATED RANGE FOR H1 FY21
LOW HIGH
Total contracted units120k – 122kContinue to experience longer sales lead-times due to
COVID-19, particularly in North American and Australian
markets as well as Enterprise customers
RevenueNZ$43.5m – NZ$44.5mGrowth in contracted units and ARPU, partly offset by
FX movements. H2 FY20 Revenue was $42.7m
EBITDANZ$12.0m – NZ$14.2m Impacted by COVID-19 related increase in doubtful debt
provision and FX movements. Increased R&D operating
expenditure as extend and scale platform to deliver
future growth as well as ongoing spend on initiatives to
deliver further longer-term improvements in operating
leverage. H2 FY20 EBITDA was $15.2m
ADJUSTMENTS FOR NON-RECURRING ITEMS
COVID-19 related increase in
doubtful debt provision
14
NZ$2.5m – NZ$1.3m
Impact of movement in USD/NZDNZ$0.4m – NZ$0.4m
Adjusted EBITDANZ$14.9m – NZ$15.9m
Remain confident of continued
growth in contracted units and ARPU
in FY21, albeit at lower levels than
delivered in FY20
EROAD expects unit growth across
all markets, despite longer sales
lead-times due to COVID-19
Expect EBITDA to be impacted by
COVID-19 debtor collectability as
well as continued investment in
future growth and improvements in
operating leverage
Once uncertainty resolves, EROAD
should benefit as businesses
embrace telematics to reduce costs
and improve the efficiencies of their
businesses
14
To be reassessed as part of the half year result review process by EROAD’s external auditor
20
HALF YEAR TRACK RECORD
19.6
24.2
28.5
32.9
38.5
42.7
43.5 – 44.5F
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
45.0
H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21
Revenue ($m)
12.0 – 14.2F
H1 FY18H2 FY18H1 FY19H2 FY19H1 FY20H2 FY20H1 FY21
2.0
4.0
6.0
8.0
10.0
12.0
14.0
16.0
-
EBITDA ($m)
3.4
7.1
6.2
9.4
11.9
15.2
EBITDA ($m)Revenue ($m)
21
Monthly SaaS ARPU has been trending upwards reflecting:
- Plan and hardware upgrades
- Above average pricing for new sales, including NA enterprise accounts
- Stronger USD vs NZD contributed $1.23 of the uplift between FY19 and FY20
In FY21 the weaker USD vs NZD is expected to partly offset underlying ARPU growth
Asset Retention Rate is stable and remains a focus.
$54.32
$55.08
$58.38
-
10
20
30
40
50
60
70
FY18FY19FY20
Monthly SaaS Average Revenue
Per Unit
($)
95.8%
94.4%
95.2%
-
20
40
60
80
100
FY18FY19FY20
Asset Retention Rate (%)
ENTERPRISE VALUE FROM EXISTING CUSTOMER BASE
22
66.5
84.0
-
20.0
40.0
60.0
80.0
100.0
Annualised Monthly
Recurring Revenue
($m)
FY19FY20
66.5
84.0
-
20.0
40.0
60.0
80.0
100.0
Annualised Monthly
Recurring Revenue
($m)
FY19FY20
100.5
117.4
134.4
-
25.0
50.0
75.0
100.0
125.0
150.0
FY18FY19FY20
Future Contracted
Income
($m)
100.5
117.4
134.4
-
25.0
50.0
75.0
100.0
125.0
150.0
FY18FY19FY20
Future Contracted
Income
($m)
Research and Development
as % of Revenue
-
5
10
15
20
25
22 22
19
10 8 7
FY18FY19FY20
12 14 12
AMRR increase reflects growth in recurring revenues from new units and
SaaS ARPU.
AMRR has only been reported since FY19 following adoption of IFRS 15 & 16
15
Restated by $2m from $86m due to a SaaS revenue washup of $0.17m included in full in March which related in part to earlier periods
For AMRR, approximately 34% of recurring revenues was in USD for March
2020. Accordingly, we may see growth levels in H1 FY21 largely offset by the
FX movement in NZD/USD from $0.59 at 31 March 2020.
FCI increased with new incremental contracted units added and renewals,
partially offset by recognition of revenues for new and existing contracts.
R&D as % of Revenue has been in range of 18-22%
in recent years. For the next two years EROAD
expects to spend 24-27% as it accelerates its
investment for growth.
Medium term growth comes from R&D investment.
R&D Capitalised R&D Expensed
LEADING GROWTH INDICATORS
Research and Development
as % of Revenue
-
5
10
15
20
25
22 22
19
10 8 7
FY18FY19FY20
12 14 12
FCI is also expected to be adversely impacted by FX movements, lower
levels of new FCI being added due to both slower levels of new units sales
and lower levels of renewals as a result of COVID-19, and timing of contract
renewals. This may result in new FCI added during the period being more
than offset by the reduction in opening FCI through the recognition of
revenue and revaluation of FX amounts..
23
CAC as a % of Revenue is expected to trend
down over time as revenue grows, reductions will be
partly offset by investment in CAC ahead of revenues
in Australia.
CTS remains within 4-5% of revenue range. CTS will improve over time as
scale and leverage increases.
PROFITABILITY INDICATORS
Cost to Service and Support
as a % of Revenue
5.6
4.6 4.6
-
1.0
2.0
3.0
4.0
5.0
6.0
FY18FY19FY20
Cost to Acquire Customers
as a % of Revenue
-
5.0
10.0
15.0
20.0
25.0
24
22
20
18 17 16
FY18FY19FY20
6 5 4
CAC Capitalised CAC Expensed
24
GROWTH STRATEGY
25
GLOBAL TRENDS FOR
TELEMATICS
TRENDS WITHIN OUR MARKETS EROAD
• Transportation and logistics companies face
significant change and increasingly require
telematics solutions that give visibility, data
and insights to manage vehicles and assets in a
safe, compliant and efficient manner
• As the cost to track reduces, companies want
to track and manage all their mobile and
remote assets, beyond trucks, trailers and cars
• During recessions, adoption of telematics
continues to increase as businesses look to
reduce fleet related costs and improve supply
chain
• Government supported/mandated regulatory
telematics solutions are forecasted to be a
significant growth driver forcing telematics
adoption over the next five plus years
• Many global Enterprise businesses want
a global solution that works across all the
countries where they operate but which also
addresses their localised needs
North America
• Almost 100% adoption of telematics in interstate vehicles over 10,000 pounds, following the
Federal 2017 –19 ELD mandate
• Expect many Small to Medium Businesses to upgrade to more than an ELD only solution when
their 36-month contracts are renewed
• Expect a significant number of vehicles to upgrade hardware, following AT&T 3G network shut
down in Feb 2022
• Many insurers requiring video telematics by transportation operators to get acceptable premiums
• 2020-2021 multi-state mileage-based user fee truck pilot to begin October 2021
• EROAD is targeting a segment of c. 11,000 fleets (sized
between 50 – 3,000 vehicles) or approximately 2.62m
vehicles. This segment is one where EROAD considers its
value proposition resonates well and it has a strong product
market fit
• EROAD Go and Dashcam launches in North America
increase the addressable market available to EROAD
Australia
• Chain of Responsibility obligations were expanded in Oct 2018. Expect further significant regulatory
change over next 5 years with Electronic Work Diary (EWD), National ERUC pilot and from the
review of the Heavy Vehicle National Law
• Video telematics is seen as an important added service to improve health and safety outcomes
• Increasingly, Enterprise businesses operating across Australia and New Zealand see it as one
market, requiring one solution
• EROAD has customer relationships with the New Zealand
side of approximately 300 Trans-Tasman fleets. EROAD
considers a significant opportunity is to convert the
Australian side of the fleet over to EROAD
• In the short to medium term EROAD has an Enterprise pipeline
with opportunities for up to 15-20k connected units
• Further acceleration of product delivery will improve
product market fit and allow EROAD to penetrate the
Enterprise segment
New Zealand
• Health & Safety remain drivers of telematics adoption
• Many enterprise businesses are requiring their sub-contractors to use their technology solutions to
manage Health & Safety obligations
• Video telematics is seen as an important added service to improve health and safety outcomes
• EROAD has consistently added 9,000+ additional
contracted units per year over the past 4 years. We would
expect similar growth to continue into the future
MARKET DRIVERS FOR TELEMATICS GROWTH
26
STRATEGIC PRIORITIES ACROSS OUR MARKETS
SUPPORTED AND ACCELERATED THROUGH SAAS PRODUCT DEVELOPMENT
AND ENHANCED SALES AND MARKETING DELIVERY
STILL SIGNIFICANT
GROWTH OPPORTUNITIES
IN NEW ZEALAND
NORTH AMERICA IS A
LARGE MARKET WITH MANY
OPPORTUNITIES
BUILDING BRAND
IN AUSTRALIA
• Growth through retention and account
expansion
• Continue expansion into existing and
safety minded fl eets
• Leverage network into new
opportunities
• Pursue Enterprise opportunities
• Build sustainable runrate business in
small and medium business space
• Growth through retention and account
expansion
• Consider strategic inorganic growth
opportunities
• Pursue Enterprise opportunities
• Build sustainable runrate business in
small and medium business space
• Consider strategic inorganic growth
opportunities
26
-
FY18FY19FY20
1000
2000
3000
4000
5000
6000
7000
8000
9000
GROWTH
THROUGH
RETENTION
AND ACCOUNT
EXPANSION
• Contract renewals provide
an opportunity to upgrade
customers plans
• Customer service and new
innovative SaaS products that
solve our customer’s problems
are key to retention and improving
ARPU
NEW ZEALAND CONTRACTED
UNITS BY HARDWARE
TRACK RECORD OF EHUBO1
CONTRACT RENEWAL UPGRADES
58%
2,207
1,930
3,597
5,177
2,632
3,600
36%
6%
EHUBO2
EHUBO1
UPGRADED CONTRACTS
REMAINED AT EHUBO1
ASSET
27
28
NEW
PRODUCTS
PROVIDE
ADDITIONAL
REVENUE
STREAMS
LOGBOOK
FUEL TAX CREDITSEROAD INSPECT
EROAD WHEREETRACK WIRED
LAUNCHED Q1 FY21
LAUNCHED Q3 FY20
Simplifi es fatigue management by enabling
drivers to capture work and rest hours via a
smartphone or tablet.
Connects to customer plant’s power system and provides
accurate reporting on engine hours and location.
An aff ordable asset tracking solution for movable assets which can be tracked
through our unique mesh network anywhere in New Zealand.
Takes the hassle out of FTC calculations and
claims and allows businesses to unlock FTC
entitlements.
EROAD Inspect lets customers carry out pre and post
trip vehicle inspections – and record any defects to be
fi xed, or maintenance to be completed.
• Account expansion through
add ons to customers
• Attract new customers
• Expect these revenue streams
to grow over time
29
FOCUSED ON PLATFORM EXPANSION
MAJOR LAUNCHES IN FY21
Extending the platform to
focus on winning medium and
enterprise customers in North
America and Australia
Increasing scalability of the
platform to enable EROAD to
target larger Enterprise fleets
Developing Integration
& Data Analytics capability to
provide customers innovative
solutions enabling greater
insights, benchmarking and
targeted action
Increased, focused and effective
sales and marketing is critical
to maximise the return on
investment from investing in
these products and capability
DASHCAM
Launch
H2 FY21 across all three markets
Benefit to customers
Lower insurance premiums in North America
and further helps meet Health & Safety
obligations in NZ and AU
Benefit to EROAD
Further opens addressable market in North
America across all segments, opportunity to
grow ARPU and retention tool in all markets
MYEROAD FLEET
MAINTENANCE
Launch
Q2/Q3 and Q4 FY21 in New Zealand
and Australia
Benefit to customers
Intends to allow fleets to be proactive about
maintenance and optimise costs. Brings
together the whole ecosystem around
vehicle servicing
Benefit to EROAD
Mainly retention tool
EROAD GO
Launch
H2 FY21 in North America
Benefit to customers
Gives customers the ability to improve
communications between dispatch and the
driver, tracking proof of delivery and integrate
into customer transportation management
systems (generally required for fleet sizes over
100 trucks)
Benefit to EROAD
Opens up addressable market
29
R&D INVESTMENT
39%
New to EROAD
7%
Quality/Bugs
13%
New to World
71%
1%
Learning/Future
21%
Reliability, Availability,
Serviceability
and Scalability
18%
Planned
Enhancements
1%
Unplanned
Enhancements
R&D
INVESTMENT
PROFILE
CUSTOMER FACING
16
For the twelve months ended 31 March 2020. Analysis excludes internal system development and individual customisation
R&D is critical in developing new products and services
to retain customers, open up the addressable market,
grow connected vehicles and grow average SaaS
monthly revenue per unit.
Target ~60% of R&D spend on customer facing
elements
Executed seven launches in FY20 as a result of
previous R&D investment
In recent years spent 18-22% of revenue on R&D.
For the next two years EROAD expects to spend
24-27% as it accelerates its investment for growth
Focused on product development that opens up
the addressable market for Enterprise customers
30
31
STRATEGIC
INORGANIC
GROWTH
OPPORTUNITIES
Our growth will not be solely organic.
Inorganic opportunities will increasingly present
themselves in a consolidating industry.
EROAD needs to successfully and repeatedly
evaluate, execute and integrate acquisitions that
give direct access to an existing customer base,
and/or provide team and product capabilities.
Will look for product capabilities to differentiate
EROAD further and open up the large
addressable market.
KEY VALUE DRIVERS123
A clear customer retention planYYN
Cost synergiesYNN
Revenue synergies of complimentary techNYY
Strategic leverage of joint offering or in-market teamNYY
STRATEGIC VALUE OF PRODUCT & PEOPLE
SIZE OF CUSTOMER BASE
1
Likely to be a direct competitor. This
should be a profitable business so
that the acquisition can be partially
funded by debt and maximise value
accretion.
2
It is expected most acquisitions will
be a mixture of customer bases
and capabilities for leverage. May
be either a direct competitor or a
complimentary tech platform with a
proven subscriber base.
NO VALUE TO EROAD
3
Likely to be a complimentary
technology platform which does
not yet have a significant subscriber
base. Possibly early-stage. These
acquisitions may not be value
accretive on day one, and there
may be additional R&D investment
required before the growth potential
can be fully realised.
32
OFFER
33
OFFER
OVERVIEW
EROAD TO
UNDERTAKE
CAPITAL RAISE
TO ACCELERATE
EXECUTION OF
GROWTH STRATEGIES
STRATEGIC RATIONALE
EROAD has a significant growth and revenue opportunity as penetration of telematics continues in New Zealand, North America
and Australia. Contract renewal and launches of new products and services provides opportunity to improve Monthly Average
Revenue per Unit (ARPU). The capital raise will ensure EROAD is best positioned to take advantage of these opportunities,
notwithstanding any impacts and the general uncertainty of COVID-19.
DUAL LISTING ON THE ASX
EROAD has completed an application with the Australian Stock Exchange (ASX) to list as a Foreign Exempt Listing to facilitate
greater access to capital, and provide alignment between the company’s business operations and investor base. EROAD intends
to retain its NZX listing.
CAPITAL RAISE
Target NZ$50m capital raising of:
• NZ$42m placement at an offer price of NZ$3.90 per share (A$3.59 per share)
• NZ$8m share purchase plan (“SPP”) (final amount subject to applications, over subscriptions and scaling). The price for the
SPP will be the lower of the price paid by investors in the placement or a 2.5% discount to the five day volume weighted
average price of EROAD shares traded on the NZX during the five trading days up to, and including, the SPP’s closing date.
Up to 1.4m shares (up to 10%) to be sold by NMC Trustees Limited (Chief Executive Steven Newman holds an indirect interest in
the EROAD shares held by NMC Trustees). Steven remains fully committed to EROAD and NMC Trustees is expected to remain
the largest shareholder post sell-down.
USE OF PROCEEDS
Proceeds from the capital raising will support the Company to deliver its growth aspirations by accelerating investment in the
platform via product development and sales and marketing (NZ$22m). Additional funding NZ$28m will be used to improve
balance sheet flexibility and support future growth initiatives.
FUNDING AND LIQUIDITY
On a pro forma basis as at 31 March 2020, EROAD would have had available liquidity of NZ$74.8m, comprising of cash and cash
equivalents of NZ$50.9m and undrawn debt facilities of NZ$23.9m. Total borrowings would have been NZ$35.8m, resulting in
Net debt of NZ$-15.1m.
17
17
On 8 September 2020, EROAD announced a $6m increase in its available debt facilities following Kiwibank joining the syndicated debt facility.
This further undrawn facility is in addition to the $23.9m included above.
KEY DATES
INSTITUTIONAL
PLACEMENT DAT E
Placement bookbuild
Thursday,
17 September 2020
Announcement of results of
Placement and trading halt lifted
Friday,
18 September 2020
ASX settlement
Wednesday,
23 September 2020
NZX settlement
Thursday,
24 September 2020
Allotment and commencement
of trading of new shares
on NZX and ASX
Thursday,
24 September 2020
SHARE PURCHASE
PLANDAT E
Record Date
Wednesday, 16 September 2020
(5.00pm, NZ time)
Expected despatch of SPP offer
document and application form
Wednesday,
23 September 2020
SPP opens
Wednesday,
23 September 2020
SPP closes
Friday, 2 October 2020
(5.00pm, NZ time)
Announcement of results of SPP
Tuesday,
6 October 2020
Allotment and commencement
of trading of shares on NZX
Friday,
9 October 2020
Commencement of trading of
shares on ASX
Monday,
12 October 20202
34
APPENDIX
36
SIGNIFICANT
GROWTH AND
REVENUE
OPPORTUNITY
REMAINS
AS PENETRATION
OF TELEMATICS
CONTINUES
IN MARKETS
150k
620k
4m
10m
11.0m
10.0m
12.0m
14.0m
13.0m
-
620k
2
620k620k
0
620k620k
0k
620k
400k
600k
800k
150k150k
620k
NEW ZEALAND
560k
2.9m
2.0m
3.0m
4.0m
5.0m
Heavy VehiclesVehiclesV
Heavy VehiclesVehiclesV
Heavy VehiclesVehiclesV
Medium VehiclesVehiclesV
Light Commercial VehiclesVehiclesV
Light Commercial VehiclesVehiclesV
AUSTRALIANORTH AMERICA
EROAD IS OPERATING IN A LARGE AND GROWING
TOTAL ADDRESSABLE MARKET (TAM) IN TELEMATICS
1819
18
Source: Hermitage Partners 2018
19
2019 Berg Report, 2016 market fi gures with assumed rate of growth of 5%
37
A COMPELLING ROI CASE
EXAMPLE OF A LARGE
ENTERPRISE’S EROAD JOURNEY
FUEL SAVINGS OF APPROX.
24.67
20132017NOW2014 – 20162018 – 2020
114,000
RUC SAVINGS OF
92%
REDUCTION IN OVERSPEED EVENTS
PER 100KM SINCE
EROAD INSTALLATION
OF EHUBO2
PER MONTH
PER HEAVY
VEHICLE
PER
ANNUUM
6
SAVING
FTE
WITH
ERUC
$
~
~
~
~
$
BUILDING OUR
CUSTOMERS’ TELEMATICS
JOURNEY, TOGETHER
Customer saw
value in eRUC and
off-road solutions
Selected as
preferred supplier
Connected ~200
Ehubo1 units and
TUBOs (trailer
tracking solution)
across one regional
division
Expanded across
regional divisions,
increasing the number of
Ehubo1 units connected
Introduced Driver ID,
Fuel Card integration and
reporting Elocate onto
construction assets
Won RFP on providing full
solution nationwide
Heavy Vehicles upgraded
Driver ID, Safe Driver and
Posted Speed
Light Vehicles started to be
connected following launch
of Ehubo2 on Driver ID, Safe
Driver and Posted Speed
Assets upgraded to Driver ID,
Fuel on box and Idle alert.
Sub-contractors of
customers were mandated
to have EROAD fitted for
transparency
Upgraded majority Ehubo1
units to Ehubo2
Etrack wired replacing
Elocate where waterproof
unit required
~4k connected units
‘EROAD Where’
and ‘Logbook’
trial underway
37
38
EROAD’S
TRACK RECORD
FY20FY19FY18
INCOME STATEMENT
Revenue $81.2m$61.4m$43.8m
EBITDA$27.1m$15.6m$10.5m
EBITDA margin 33%25%24%
Profit/(Loss) before tax$1.4m$(5.1)m$(5.9)m
Total comprehensive Profit/(loss) before tax$(0.3)m$(6.0)m$(3.7)m
BALANCE SHEET
Total Current Assets$34.0m$43.9m$46.6m
Total Non-Current Assets$91.8m$79.3m$64.5m
Total Liabilities$74.5m$71.9m$54.4m
CASH FLOW
Net cash inflow from operating activities$23.1m$14.2m$5.2m
Net cash outflow from investing activities $(35.9)m$(27.3)m$(23.8)m
Free Cash Flow$(12.8)m$(13.1)m$(18.6)m
PERFORMANCE METRICS
Total Contracted Units116,488 96,390 77,600
Asset Retention Rate95.2%94.4%95.8%
Monthly SaaS Average Revenue Per Unit $58.4$55.1$54.3
Annualised Monthly Recurring Revenue $84.0m$66.5mn/a
Future contracted Income (FCI)$134.4m$117.4m$100.5m
R&D as a % of Revenue 19%22%22%
Cost to Acquire Customers as a % of Revenue 20%22%24%
Cost to Service and Support as a % of Revenue 4.6%4.6%5.6%
FINANCIAL
PERFORMANCE TRENDS
38
39
YEAR ENDEDFY20FY19Movement
Revenue81.261.419.8
Expenses(54.1)(45.8)(8.3)
Earnings before interest, taxation, depreciation and
amortisation
2 7.115.611.5
Depreciation of Property, Plant & Equipment(8.6)(6.6)(2.0)
Amortisation of Intangible Assets
(7.5)(6.5)(1.0)
Amortisation of Contract and Customer Acquisition Assets(6.5)(4.8)(1.7)
Earnings before interest and taxation
4.5(2.3)6.8
Net Financing Costs
(3.1)(2.8)(0.3)
Profit/(loss) before tax
1.4(5.1)6.5
Income tax (expense) benefit(0.4)0.2(0.6)
Profit/(loss) after tax for the year attributable to the
shareholders
1.0(4.9)5.9
Other comprehensive income(1.3)(1.1)(0.2)
Total comprehensive income/(loss) for the year
(0.3)(6.0)5.7
STATEMENT OF INCOME (NZ$m)
• Revenue increased 32% from $61.4m to
$81.2m and EBITDA grew $11.5m or 73%
to $27.1m reflecting strong growth in
New Zealand and North America.
• Operating expenses grew by $8.3m
or 18% on the prior year figure. Of this
amount $5.1m related to staff costs, and
also included approximately $2.0m of
non-recurring legal costs associated
with a patent dispute.
• Total Depreciation & Amortisation of
$22.6m increased by $4.7m on the
previous year.
• Profit before tax of $1.4m, a $6.5m
improvement on the $5.1m loss in the
previous year. This represents strong
Revenue and EBITDA growth and
partly offset by higher depreciation,
amortisation and finance costs.
39
40
AS AT PERIOD ENDFY20FY19Movement
Cash3.416.1(12.7)
Restricted Bank Account14.012.71.3
Costs to Acquire and Contract Fulfilment Costs5.94.61.3
Other10.710.50.2
Total Current Assets34.043.9(9.9)
Property, Plant and Equipment37. 433.93.5
Intangible Assets42.133.19.0
Costs to Acquire and Contract Fulfilment Costs4.84.8-
Other7. 57. 5-
Total Non-Current Assets91.879.312.5
TOTAL ASSETS125.8123.22.6
Payables to Transport Agencies13.912.51.4
Contract Liabilities8.210.0(1.8)
Borrowings35.834.71.1
Other Liabilities16.614.71.9
Total Liabilities74.571.92.6
NET ASSETS51.351.3-
• Cash reduced by $12.7m during the
year to fund an increase in Research
& Development activities as well as
investment of $6.9m in new generation
business systems.
• Property, Plant and Equipment
increased by $3.5m due to investment
in hardware assets (excluding inventory
movements) which increased due to
higher new unit volumes and a stronger
USD.
• Contract fulfilment and customer
acquisition assets increased by a net
$1.3m due to growth in contracted units.
• Intangible assets increased by $9.0m
with software additions $5.5m higher
than in the prior year as a result of the
investment in new generation business
systems and processes.
BALANCE SHEET (NZ$m)
40
YEAR ENDEDFY20FY19Movement
Cash flows from operating activities
Other operating cash flows25.81 7. 08.8
Interest paid(2.7)(2.8)0.1
Net cash inflow from operating activities23.114.28.9
Cash flows from investing activities
Property, Plant and Equipment (including hardware assets)(11.6)(10.9)(0.7)
Intangible Assets(16.5)(9.7)(6.8)
Contract Fulfillment and Customer Acquisition Assets(7.8)(6.7)(1.1)
Net cash outflow from investing activities(35.9)(27.3)(8.6)
Cash flows from financing activities
Bank loans1.28.2(7.0)
Other financings cash flows(1.1)(0.9)0.2
Net cash outflow from financing activities0.17. 3(7.2)
Net increase/(decrease) in cash held
(12.7)(5.8)(6.9)
Cash at beginning of the financial period
16.121.9(5.8)
Closing cash and cash equivalents3.416.1(12.7)
CASH FLOW STATEMENT (NZ$m)
• Operating cash flow increased strongly
to $23.1m from $14.2m reflecting an
increased contribution from New
Zealand and North America.
• Investing cash flows increased to
$(35.9)m from $(27.3)m, reflecting
growth in contracted units, continued
investment in Development Assets and
a $6.9m investment in new generation
business systems.
• As a result, Free cash flow for the year
ended 31 March 2020 improved by
$0.3m on the prior year to $(12.8)m.
However, free cash flow excluding
amounts spent on investing in the new
generation of business systems was
$(5.9)m, an improvement of $5.7m on
the prior year figure of $(11.6)m.
• Financing cash inflows reduced
from $7.3m to $0.1m as a net effect
of amounts drawn down to fund up
front hardware and installation costs
from new sales, less scheduled loan
repayments.
41
42
KEY RISKS
This section describes the key risks that EROAD has identified in connection with the capital raise. EROAD considers it important that these
key risks, and their potential effect on the future operating and financial performance of EROAD, and EROAD’s share price, are specifically
highlighted to investors in the context of the capital raise. Like any investment, there are risks associated with an investment in EROAD
shares. This section does not (and does not purport to) identify all of the risks related to the future operating and financial performance of
EROAD, an investment in EROAD shares, the capital raise, or general market, industry, regulatory or legal risks. Some risks may be unknown
and other risks, currently considered to be immaterial, could turn out to be material. This Presentation should be read in conjunction with
EROAD’s other periodic and continuous disclosure announcements released to NZX and ASX.
Investors should be aware that COVID-19, its effect on the global economy and the actions taken in response by the New Zealand and other
governments, including restrictions on international and domestic movement, and the effects on the domestic and global economy, have
had an adverse effect on EROAD and its financial performance. It is not currently clear when and to what extent these effects might abate.
It is also likely that there will be further adverse impacts as COVID-19 continues to affect the world. EROAD will continue to respond to
the challenges facing it based on the best information available to it at the time, but there is no certainty as to the severity or likelihood of
such impacts arising, nor whether any response by EROAD will be effective or can be taken. In light of the COVID-19 pandemic, extra care
should be taken when assessing the risks associated with investment. The rapidly changing COVID-19 situation is bringing unprecedented
challenges to global financial markets, and the economy as a whole. Capital markets have seen equity securities suffer from spikes in
volatility.
Before deciding whether to invest in EROAD shares, you must make your own assessment of the risks associated with the investment,
including the inherent risks from investing in shares and the uncertainties due to the impact of COVID-19 noted above, and consider
whether such an investment is suitable for you having regard to all other publicly available information, your personal circumstances and
following consultation with your financial and other professional advisers.
43
KEY RISKS
(CONTINUED)
RISKS RELATING TO COVID-19
• The ongoing spread of COVID-19, its effect on the global economy and the actions taken in response by the New Zealand and other
governments has had an impact on EROAD. Those impacts are expected to continue in FY2021 and potentially beyond that period.
• As a result of the COVID-19 pandemic, all three of EROAD’s markets (New Zealand, Australia, and North America) are in some form
of lockdown. Following the lockdowns being initiated EROAD was an essential service in each of its three markets and remained
operational under its communicable illness business continuity plan. Despite being an essential service, EROAD still experienced a
loss in customer demand for new or current units and services, aside from those customers who themselves were essential services.
Accordingly, each of EROAD’s markets were impacted differently due to the different lockdown conditions, as well as the differing
proportion of essential services customers in its total customer base.
• In each of EROAD’s markets, outside of the medical implications of the COVID-19 outbreak, the way of life will change for a significant
period of time: a range of companies will fail, likely including some of EROAD’s customers; unemployment will rise; debt and equity
funding will potentially be harder to source; social issues will increase; those companies that trade through will scale back growth plans;
and companies will concentrate on saving costs as top line revenues either stall or deteriorate. Some of the impacts of COVID-19 that
EROAD has experienced to date include: a slow-down in activity; deferred decision making by customers, which has had the effect of
pushing out sales; restrictions on staff movement, particularly in North America and Australia, which has caused the cancellation of trade
shows (limiting EROAD’s ability to promote products to potential customers); and disruptions across international supply chains.
• Although EROAD identified the expected impacts on its operating businesses as part of its FY2020 financial results and annual report
released to NZX on 19 June 2020, as well as its market update released to NZX on 30 July 2020, given the ongoing uncertainty over the
duration and impact of COVID-19 EROAD is not able to identify all of the potential adverse impacts on its operations. It is possible that a
prolonged slowdown in sales activity, supply chain disruption or increase in bad debts may have a material adverse effect on EROAD’s
growth, operating performance, and financial performance.
• Some of the methods EROAD is using to mitigate the impact of COVID-19 include the use of remote selling tools and utilising selling
teams while physical access to customers is limited within locked-down markets, the use of EROAD’s global service centre to refurbish
existing products for re-supply to the market (reducing some element of reliance on new product delivery from suppliers), and
operational cost optimisation reviews and deferred expenditure to mitigate the impact of reduced revenue.
• EROAD has increased its doubtful debt provisioning in light of COVID-19, which will be reassessed as part of the H1 FY21 result review
process by EROAD’s auditor.
44
KEY RISKS
(CONTINUED)
PRODUCT DEVELOPMENT RISKS
• The development and delivery of new products and upgrading existing products is a key driver of sales in all three of EROAD’s markets.
However, as is the nature of product development, there is always a risk that development of a new product will not be successful, or may
take longer or be more expensive than anticipated. A failure to execute on product development could have a material adverse impact
on EROAD’s growth and financial performance.
• Customer needs may change at a rapid pace due to the dynamic nature of the market. Such changes may result in products developed
by EROAD no longer being attractive to customers or fit for their intended use. EROAD is seeking to ensure a greater alignment between
in-market teams and product and engineering to minimise this risk.
• Product backlog and constrained resourcing could limit EROAD’s ability to focus on innovation and the creation of disruptive products.
This could result in competitors releasing disruptive products, increasing customer churn. Slow product delivery may also cause
customers to move to competitors with broader or more advanced functionality. In order to address realisation of product delivery,
EROAD is placing an increased focus on leveraging intellectual property developed by third party service providers and licensing and
integrating this into EROAD’s product offering.
• The development of new products may also take longer than expected, or be more expensive than anticipated, due to increased churn
in staffing, or inability to recruit staff across various roles (engineering, strategy, product and business development), as technology
businesses globally increase investments and product development and the pool of available talent reduces.
• The current inability to conduct in-market research due to travel restrictions and lockdowns in place in response to the COVID-19
pandemic may have an adverse impact on EROAD’s development of new products. It is unclear how long these disruptions will continue.
• To mitigate product development risks, EROAD plans to use the capital raise to fund key strategic initiatives, including accelerating
the delivery of the product roadmap. EROAD is also utilising alternative product development delivery processes, including partnering
and outsourcing, as well as increasing the use of an agile delivery framework to increase product development velocity. EROAD is also
implementing a stronger focus on project and programme management across key product delivery workstreams and a holistic business
focus around defined product launch dates.
45
KEY RISKS
(CONTINUED)
PRODUCT AND SYSTEM RELIABILITY RISKS
• An increasing focus on enterprise customers while maintaining a strong and reliable small and medium business product offering is
another key driver of EROAD’s growth. A failure to maintain reliable products and systems may have a material adverse impact on
EROAD’s reputation and sales, particularly with the increased focus on enterprise size accounts. The focus on larger customers accounts
may also lead to increased scalability concerns with the EROAD platform. To mitigate these risks, EROAD is placing a greater focus on
managing both enterprise, and small and medium, businesses across EROAD’s entire business.
• Product quality and reliability concerns may arise as EROAD creates new products and expands its existing products to cater to a more
diverse customer base. The recent launch of its business system upgrade may result in deployment issues, including bugs, reliability and
data quality issues which may impact on customer interactions and EROAD’s reputation. In addition, these business system upgrades
may not deliver the scalability and efficiency upside anticipated once deployed, particularly as EROAD brings on a larger and more
diverse customer base. Failure to maintain reliable product and systems may lead to material adverse effects, including decreased
reputation with customers, lower sales or the diversion of resources into remedial work.
• To mitigate product and system reliability risks, EROAD has increased investment in platform scalability and the ability for enterprise
accounts to use the EROAD system and reporting appropriately. EROAD also intends to make further ongoing investment into business
systems to support larger enterprise customers and will increasingly leverage third party platform service providers’ products and
expertise which offer increased scalability and improved functionality.
COMPETITION RISKS
• The telematics industry in which EROAD operates is highly competitive, particularly in North America. It includes companies with
significantly greater financial, research and development, marketing and sales resources than EROAD. In addition, consolidation of
existing telematics vendors, creating more well-resourced competitors which have greater scale and financial resources, may occur and
further exacerbate the competitive landscape for EROAD. In particular, EROAD may miss out on first mover advantage with OEM vehicle
manufacturers on telematics and setting industry standards due to the larger scale and resources of competitors.
• Large global telematics operators may expand into new markets, including New Zealand, which may decrease EROAD’s potential sales
opportunities or increase customer churn. The capital raising will provide increased funds to allow EROAD to better compete with well-
resourced competitors within the telematics industry.
46
KEY RISKS
(CONTINUED)
SALES RISKS
• There is a risk that EROAD’s current or future products do not align with potential customers’ needs across different markets and
industry types. Growth in new markets may be slower than anticipated, or more costly, due to the inability to identify appropriate
customers, form relationships with appropriate industry groups, aggressive competitor response, poor brand awareness and product
market fit, or unexpected costs. Growth in EROAD’s North American market may also be affected by an inability to scale up EROAD’s
sales force to target and acquire a sufficiently high volume of enterprise scale customers as anticipated.
• EROAD’s sales and marketing team is an important part of EROAD’s success in attracting and maintaining customers. Losing highly
successful sales staff to competitors, or the inability to attract new sales staff may have a negative impact on new customer sales or
increase customer churn. EROAD is increasing its focus on staff engagement, retention and leadership programs to try to retain and
attract the highly skilled staff needed to carry out EROAD’s strategic goals.
• EROAD is placing a greater focus in the North American market on enterprise level business development capability and coordinated
marketing execution. EROAD is also reorganising its sales activities in Australia and New Zealand to increase Australia based marketing
resources and activity to support a staged expansion into Australia based on product functionality and sale trends. However, a failure to
execute on sales and marketing initiatives may have a material negative impact on EROAD’s financial performance and growth.
ACQUISITION RISK
• The Offer is designed to position EROAD to access growth opportunities. However, current market conditions exacerbate the risks in
respect of executing on growth opportunities, including conducting due diligence, managing regulatory consents, reaching agreement
on valuations and integrating growth opportunities into the existing business. Growth opportunities may also be more challenging to
execute within normal time frames and normal budgets in the current environment.
OPERATING LEVERAGE RISK
• There is a risk that EROAD may not be able to deliver continuing increases in operating leverage in the short term, for example
improvement year on year on EBITDA margin, as EROAD undertakes the investment cycle necessary to deliver significant growth in its
markets in the medium to longer term.
47
FOREIGN
SELLING
RESTRICTIONS
This document does not constitute an offer of New Shares of EROAD in any jurisdiction in which it would be unlawful. In particular, this document may not be
distributed to any person, and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.
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 issued in connection with it. Accordingly, the New 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 made under that ordinance).
No advertisement, invitation or document relating to the New 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 (except
if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors. No person allotted New 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 contents of this document, you should obtain independent professional advice.
SINGAPORE
This document and any other materials relating to the New 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 New Shares, may not be issued, circulated or distributed, nor may the New 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) 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 the EROAD’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 return
this 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 New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore
that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale
restrictions in Singapore and comply accordingly.
48
FOREIGN
SELLING
RESTRICTIONS
UNITED KINGDOM
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the
United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”))
has been published or is intended to be published in respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances
that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the
United Kingdom to “qualified investors” (within the meaning of Article 2(e) of the Prospectus Regulation (2017/1129/EU), replacing section
86(7) of the FSMA). This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients,
to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the
issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be
communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the EROAD.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters
relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The
investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely
on this document.
UNITED STATES
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have
not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United
States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act and applicable US state securities laws.
The New Shares will only be offered and sold in the United States to:
• institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) and (7) under the US Securities Act); and
• dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account
(other than an estate or trust) held for the benefit or account of persons that are not US persons and for which they exercise investment
discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.
49
• ANNUALISED MONTHLY RECURRING
REVENUE (AMRR) is a non-GAAP measure
representing monthly Recurring Revenue for
the last month of the period, multiplied by 12. It
provides a 12 month forward view of revenue,
assuming unit numbers, pricing and foreign
exchange remain unchanged during the year.
• ASSET RETENTION RATE The number
of Total Contracted Units at the beginning
of the 12 month period and retained as Total
Contracted Units at the end of the 12 month
period, as a percentage of Total Contracted
Units at the beginning of the 12 month period.
• COSTS TO ACQUIRE CUSTOMERS
(CAC) is a non-GAAP measure of costs to
acquire customers. Total CAC represents
all costs sales & marketing related costs.
CAC capitalised includes incremental sales
commissions for new sales, upgrades and
renewals which are capitalised and amortised
over the life of the contract. All other CAC
related costs are expensed when incurred and
included within CAC expensed.
• COSTS TO SERVICE & SUPPORT (CTS)
Is a non-GAAP measure of costs to support
and service customers. Total CTS represents all
customer success and product support costs.
These costs are included in Administrative and
other Operating Expenses reported in Note 4
Expenses of the FY20 Financial Statements.
• EBITDA is a non-GAAP measure representing
Earnings before Interest, Taxation, Depreciation
and Amortisation (EBITDA). Refer
Consolidated Statement of Comprehensive
Income in Financial Statements.
• EBITDA MARGIN is a non-GAAP measure
representing EBITDA divided by Revenue.
• EHUBO, EHUBO2 and EHUBO 2.2
EROAD’s first and second generation electronic
distance recorder which replaces mechanical
hubo-dometers. Ehubo is a trade mark
registered in New Zealand, Australia and the
United States.
• ELECTRONIC LOGGING DEVICE (ELD)
An electronic solution that synchronises with a
vehicle engine to automatically record driving
time and hours of service records.
• ENTERPRISE means a fleet of more than 500
vehicles in North America and more than 150
vehicles in Australia or New Zealand.
• FREE CASH FLOW is a non-GAAP measure
representing operating cash flow and investing
cash flow reported in the Statement of Cash
Flows.
• FUTURE CONTRACTED INCOME (FCI)
A non-GAAP measure which represents
contracted Software as a Service (SaaS)
income to be recognised as revenue in future
periods. Refer Revenue Note 3 of the FY20
Financial Statements.
• FY Financial year ended 31 March.
• H1 For the six months ended 30 September
• H2 For the six months ended 31 March
• INTERNATIONAL FUEL TAX
AGREEMENTS (IFTA) A cooperative
agreement between all states (excluding
Alaska and Hawaii) of the United States, and
the Canadian provinces, designed to make
it simpler for inter-jurisdictional carriers to
report and pay fuel excise taxes, requiring only
one fuel license to operate across multiple
jurisdictions.
• MONTHLY SAAS AVERAGE REVENUE
PER UNIT (ARPU) is a non-GAAP measure
that is calculated by dividing the total SaaS
revenue for the year reported in Note 3 of the
FY20 Financial Statements, by the total of the
TCU balances at the end of each month during
the year.
• ROAD USER CHARGES (RUC) In New
Zealand, RUC is applicable to Heavy Vehicles
and all vehicles powered by a fuel not taxed at
source. The charges are paid into a fund called
the National Land Transport Fund, which is
controlled by NZTA, and go towards the cost of
repairing the roads.
• SAAS Software as a Service, a method of
software delivery in which software is accessed
online via a subscription rather than bought
and installed on individual computers.
• SAAS REVENUE Software as a service
(SaaS) revenue represents revenue earned
from customer contracts for the sale or rental
of hardware, installation services and provision
of software services.
• TOTAL CONTRACTED UNITS represents
the Total Units subject to a customer contract
and includes both Units on Depot and Units
pending installment.
• UNIT An EROAD device.
• WEIGHT-MILE TAX (WMT) A mileage-
based tax imposed on Heavy Vehicles
according to a combination of the number of
axles and/ or combined weight.
GLOSSARY
---
1
17 September 2020
NZX Regulation
Level 1, NZX Centre
11 Cable Street
Wellington 6011
New Zealand
ASX Limited
20 Bridge Street
Sydney NSW 2000
Australia
EROAD LIMITED (NZX: ERD, ASX: ERD): NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO
THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014
EROAD Limited (EROAD) has today announced that it will undertake a placement (the Placement) and
share purchase plan (the Share Purchase Plan) of new fully paid ordinary shares of the same class as
already quoted on the NZX Main Board (together, the Offer). EROAD has applied for its fully paid
ordinary shares to be quoted on the Australian Securities Exchange operated by ASX Limited before
the issue of shares under the Offer.
Pursuant to clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA), clause 20 of
Schedule 8 of the Financial Markets Conduct Regulations 2014 (FMC Regulations) and the Australian
Corporations Act 2001 (Cth) (Corporations Act), EROAD states that:
1 EROAD is making the Offer in reliance upon the exclusion in clause 19 of Schedule 1 of the FMCA
and is giving this notice under clause 20(1)(a) of Schedule 8 of the FMC Regulations.
2 EROAD will offer the ordinary shares for issue and issue the ordinary shares without disclosure
under Part 6D.2 of the Corporations Act.
3 EROAD is giving this notice under paragraph 708A(12J) of the Corporations Act (as notionally
inserted by ASIC Instrument 20-0854) and ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 as amended by ASIC Instrument 20-0854.
4 As at the date of this notice, EROAD is in compliance:
4.1 with the continuous disclosure obligations that apply to it in relation to EROAD's quoted
ordinary shares and its obligations under rule 1.15.2 of the ASX Listing Rules; and
4.2 with its "financial reporting obligations" within the meaning set out in clause 20(5) of
Schedule 8 of the FMC Regulations.
5 As at the date of this notice, there is no information that is "excluded information" as defined in
clause 20(5) of Schedule 8 to the FMC Regulations in respect of EROAD.
The Offer is not expected to have any effect on the control of EROAD within the meaning set out in
clause 48 of Schedule 1 of the FMCA.
This notice has been authorised for release to NZX and ASX by:
Mark Heine
EVP, General Counsel
EROAD Limited
---
Corporate Action Notice
(Other than for a Distribution)
Updated as at 17 October 2019
Page 1 of 2
Section 1: issuer information
Name of issuer EROAD Limited
Class of Financial Product Ordinary shares
NZX ticker code ERD
ISIN (If unknown, check on NZX
website)
NZERDE0001S5
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 16 September 2020
Ex-Date (one business day before the
Record Date)
15 September 2020
Currency NZD
Section 6: Share purchase plans
Number of financial products to be
issued
OR
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$8
million. ERD reserves the right to, at its absolute
discretion, allow oversubscriptions.
Minimum application amount (if any) No minimum application amount.
Exercise Price The lower of:
• The price paid by investors in ERD’s
placement announced on 17 September
2020, being NZ$3.90 per share; and
• a 2.5% discount to the five day volume
weighted average price of ERD shares traded
on NZX during the five NZX trading days up
to, and including, the closing date of the share
purchase plan.
Scaling reference date By reference to holdings at the Record Date
Closing Date 2 October 2020
Allotment Date 9 October 2020
2 of 2
Section 7: Authority for this announcement
Name of person authorised to make this
announcement
Mark Heine
Contact person for this announcement Mark Heine
Contact phone number +64 27 973 2106
Contact email address mark.heine@eroad.com
Date of release through MAP 17 September 2020
---
This appendix is available as an online form Appendix 3B
Only use this form if the online version is not available Proposed issue of +securities
+ See chapter 19 for defined terms
18 July 2020 Page 1
Appendix 3B
Proposed issue of +securities
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 proposing to issue a new class of
+securities other than CDIs, you will need to obtain and provide an International Securities
Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are
in an existing class of security, and the event timetable includes rights (or entitlement for non-
renounceable issues), and deferred settlement trading or a representation of such, ASX requires the
issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading.
This code will be different to the existing class. If the securities do not rank equally with the existing
class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.
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)
give ASX the following
information about a proposed
issue of
+
securities and, if ASX
agrees to
+
quote any of the
+
securities (including any
rights) on a
+
deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules
EROAD Limited (EROAD)
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 643 840 519
1.3 *ASX issuer code ERD
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.
Not Applicable
1.4b *Date of previous
announcement to this update
Mandatory only if “Update” ticked in
Q1.4 above.
Not Applicable
+ See chapter 19 for defined terms
18 July 2020 Page 2
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
Not Applicable
1.4d *Date of previous
announcement to this
cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
Not Applicable
1.5 *Date of this announcement 17 September 2020
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☒ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☐ Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)
+ See chapter 19 for defined terms
18 July 2020 Page 3
Part 2 – Details of proposed +bonus issue
If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be
issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.
Part 2A – Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1 *Are any of the following approvals required
for the +bonus issue to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
Yes or No
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before business day 0 of
the Appendix 7A bonus
issue timetable.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
+ See chapter 19 for defined terms
18 July 2020 Page 4
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1 *Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.
2B.2 *Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)
2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
for
2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).
2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.
2C.4 *Record date
Same as Q2C.1 above
+ See chapter 19 for defined terms
18 July 2020 Page 5
2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.
2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.
2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).
Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
Yes or No
2D.1a
Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.
2D.2
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).
2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
Yes or No
2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.
2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue
2D.5 Any other information the entity wishes to
provide about the proposed +bonus issue
+ See chapter 19 for defined terms
18 July 2020 Page 6
Part 3 – Details of proposed entitlement offer
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please
complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B
and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your
response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective
timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.
Part 3A – Proposed entitlement offer – conditions
Question
No.
Question Answer
3A.1 *Are any of the following approvals required
for the entitlement offer to be unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
Yes or No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Please advise
before
+
business day 0
of the relevant Appendix
7A entitlement offer
timetable.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
+ See chapter 19 for defined terms
18 July 2020 Page 7
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3B.2 *Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)
3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
for
3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐Fractions rounded up to the next whole
number
☐Fractions rounded down to the nearest
whole number or fractions disregarded
☐Fractions sold and proceeds distributed
☐Fractions of 0.5 or more rounded up
☐Fractions over 0.5 rounded up
☐Not applicable
3B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.
3B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.
3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3B.9 *Has the offer price been determined? Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 8
3B.9a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3B.9 is “Yes”
using the currency specified in your answer to Q3B.8.
Note that the offer price must comply with listing rule
7.11.2 and issuers are encouraged to review the price
step table available here. The offer price cannot be
less than 0.1 Australian cents (i.e. AUD0.001) being
the minimum offer price permitted for issuers whose
securities are trading at the relevant fraction of a cent,
unless the security is a free attaching security and the
offer price is nil (in which case the offer price should be
stated as ‘0.00’).
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)
3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.
3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis
3C.4 *Record date
Same as Q3C.1 above
3C.5 *Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
12pm Sydney time that the offer documents have been
sent or will have been sent by the end of the day.
3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date.
+ See chapter 19 for defined terms
18 July 2020 Page 9
3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.
3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends
3C.10 *Last day for entity to announce the results
of the offer to ASX, including the number
and percentage of +securities taken up by
existing +security holders and any shortfall
taken up by underwriters or other investors
No more than 3 business days after the offer closing
date
3C.11 *+Issue date
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.
3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.
3C.13 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).
Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3D.2
*Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
3D.3 *Has the offer ratio been determined? Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 10
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
for
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3D.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
3D.7
*Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3D.9 *Has the offer price for the institutional offer
been determined?
Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 11
3D.9a *What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes” using the currency specified in your answer to
Q3D.8. An indicative offer price must be provided if
your response to Q3D.9 is “No”. A final offer price must
be provided no later than 9am on the day the trading
halt is lifted.
Note that the offer price must comply with listing rule
7.11.2 and issuers are encouraged to review the price
step table available here. The offer price cannot be
less than 0.1 Australian cents (i.e. AUD0.001) being
the minimum offer price permitted for issuers whose
securities are trading at the relevant fraction of a cent,
unless the security is a free attaching security and the
offer price is nil (in which case the offer price should be
stated as ‘0.00’).
3D.9b *How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
3D.9d *Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q3D.9c is “Yes”.
3D.10 *Has the offer price for the retail offer been
determined?
Yes or No
3D.10a
*What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes” using the currency specified in your answer to
Q3B.8. An indicative offer price must be provided if
your response to Q3D.10 is “No”. A final offer price
must be provided no later than 9am on the day the
trading halt is lifted.
Note that the offer price must comply with listing rule
7.11.2 and issuers are encouraged to review the price
step table available here. The offer price cannot be
less than 0.1 Australian cents (i.e. AUD0.001) being
the minimum offer price permitted for issuers whose
securities are trading at the relevant fraction of a cent,
unless the security is a free attaching security and the
offer price is nil (in which case the offer price should be
stated as ‘0.00’).
3D.10b *How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.
+ See chapter 19 for defined terms
18 July 2020 Page 12
Part 3E – Proposed accelerated offer – timetable
If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.
Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
3E.1b *Announcement date of accelerated offer
3E.2
*Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only
3E.4 *Rights trading commences
For PAITREO offers only
3E.5 *Date offer will be made to eligible
institutional +security holders
3E.6 *Application closing date for institutional
+security holders
3E.7 Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers
3E.8 *Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.
3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A sections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).
3E.10 Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.
3E.11
*+Issue date for institutional +security
holders
3E.12 *Normal trading of new +securities issued
under institutional entitlement offer
+ See chapter 19 for defined terms
18 July 2020 Page 13
3E.13 *Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by 12pm Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.
3E.14 *Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
3E.15 *Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date.
3E.16 *Rights trading end date
For PAITREO offers only
3E.17 *Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date
3E.18
*Entity announces results of the retail offer
to ASX, including the number and
percentage of +securities taken up by
existing retail +security holders
3E.19 Bookbuild for any shortfall (if applicable)
For all offers except JUMBO, ANREO
3E.20 Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO
3E.21 *+Issue date for retail +security holders
Per Appendix 7A section 4, the issue date should be
no more than 5 business days after the offer closes
date. Per Appendix 7A sections 5 and 6, the issue date
should be no more than 8 business days after the offer
closes date. This is the last day for the entity to issue
the securities taken up in the pro rata issue and lodge
an Appendix 2A with ASX to apply for quotation of the
securities. Deferred settlement trading (if applicable)
will end at market close on this day.
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.
+ See chapter 19 for defined terms
18 July 2020 Page 14
3E.23 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).
Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
3F.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
3F.2 *Is the proposed offer to be underwritten? Yes or No
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
3F.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
3F.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
+ See chapter 19 for defined terms
18 July 2020 Page 15
3F.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.
Yes or No
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
3F.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
3F.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
Dollar based ($) or percentage based (%)
3F.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
$
3F.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.
%
3F.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.
3F.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
+ See chapter 19 for defined terms
18 July 2020 Page 16
Part 3G – Proposed entitlement offer – further information
Question
No.
Question Answer
3G.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐ For 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:
3G.2 *Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?
Yes or No
3G.2a *Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.
3G.3 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
3G.3a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.
3G.4
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 17
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.
3G.6 URL on the entity's website where investors
can download information about the
proposed issue
3G.7 Any other information the entity wishes to
provide about the proposed issue
3G.8 *Will the offer of rights under the rights issue
be made under a disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 18
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1
*Are any of the following approvals required
for the offer of +securities under the
+securities purchase plan issue to be
unconditional?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
No
4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 4B – Proposed offer under +securities purchase plan – offer details
Question
No.
Question Answer
4B.1 *Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
ERD fully paid ordinary shares
4B.2 *Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
ERD fully paid ordinary shares
+ See chapter 19 for defined terms
18 July 2020 Page 19
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
NZ$8 million (ERD may accept
oversubscriptions at its discretion). As the
issue price will not be announced until 6
October 2020, the total number of shares
cannot yet be determined.
4B.4 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
No
4B.4a *Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
Not Applicable
4B.5 *Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
No
4B.5a *Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
Not Applicable
4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
No
4B.6a *Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
Not Applicable
4B.7 *Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
Yes
4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
NZ$50,000
4B.8
*Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
Not Applicable
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
Yes
+ See chapter 19 for defined terms
18 July 2020 Page 20
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
EROAD reserves the right to, at its absolute
discretion, scale back any applications for
Shares under the SPP. EROAD may scale
back all applications on a proportionate
basis having regard to the number of
EROAD Shares held by the Applicant (or, in
the case of an application made by a
Custodian, the relevant beneficial owner(s)
named in the schedule submitted with the
Application Form) on the relevant Record
Date, and otherwise at its discretion. If your
application is scaled back by EROAD, your
application monies will be greater than the
amount of new Shares you will be allotted at
the Issue Price and a refund will be issued in
accordance with clause 6 of the Terms and
Conditions.
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZ$
4B.11 *Has the offer price been determined? No
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
Not Applicable
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
The price of the shares under the SPP will
be the lower of the share price paid by
investors in EROAD’s Placement, being
NZ$3.90 per Share, and a 2.5% discount to
the five day volume weighted average price
of EROAD shares traded on NZX during the
five NZX trading days up to, and including,
the closing date, being 2 October 2020.
Part 4C – Proposed offer under +securities purchase plan – timetable
Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
be made prior to the commencement on trading on the
announcement date.
17 September 2020
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
16 September 2020
4C.3 *Date on which offer documents will be
made available to investors
23 September 2020
4C.4 *Offer open date 23 September 2020
+ See chapter 19 for defined terms
18 July 2020 Page 21
4C.5 *Offer closing date 2 October 2020
4C.6 *Announcement of results
Per Appendix 7A section 12 of the Listing Rules, the
entity should announce the results of the security
purchase plan no more than 3 business days after the
offer closing date
6 October 2020
4C.7 *+Issue date
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 7 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before 12pm Sydney time on this day
9 October 2020
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1 *Does the offer under the +securities
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
• the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
• the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
• • the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
Not Applicable
4D.1a *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Not Applicable
+ See chapter 19 for defined terms
18 July 2020 Page 22
4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a 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
4D.1b *Are any of the +securities proposed to be
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 issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Not Applicable
4D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b 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.
Not Applicable
Part 4E – Proposed offer under +securities purchase plan – fees and expenses
Question
No.
Question Answer
4E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
Canaccord Genuity (Australia) Limited
(Canaccord) and Bell Potter Securities
Limited (BP) (together, the Joint Lead
Managers).
4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
No separate fee is payable to the Joint Lead
Managers in respect of acting as lead
manager/broker for the SPP.
4E.2 *Is the proposed offer to be underwritten? No
+ See chapter 19 for defined terms
18 July 2020 Page 23
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
Not Applicable
4E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
Not Applicable
4E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
Not Applicable
4E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
Not Applicable
4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
Not Applicable
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
Not Applicable
4E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Not Applicable
+ See chapter 19 for defined terms
18 July 2020 Page 24
4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
Not Applicable
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
Not Applicable
4E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
Not Applicable
4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
Not Applicable
4E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
Not Applicable
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Not Applicable
Part 4F – Proposed offer under +securities purchase plan – further information
Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☒ For 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:
4F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
+ See chapter 19 for defined terms
18 July 2020 Page 25
4F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
Not applicable
4F.3 Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
All countries other than New Zealand and
Australia.
4F.4
*URL on the entity's website where
investors can download information about
the proposed offer
https://www.shareoffer.co.nz/eroad
4F.5 Any other information the entity wishes to
provide about the proposed offer
No
+ See chapter 19 for defined terms
18 July 2020 Page 26
Part 5 – Details of proposed non-pro rata offer under a +disclosure
document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1 *Are any of the below approvals required for
the non-pro rata offer of +securities under a
+disclosure document or + PDS?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
Yes or No
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –
offer details
Question
No.
Question Answer
5B.1 *Class of +securities to be offered under the
+disclosure document or +PDS (please
enter both the ASX security code &
description)
+ See chapter 19 for defined terms
18 July 2020 Page 27
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
5B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
5B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
5B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.
5B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
5B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.
5B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.
5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
5B.9 *Has the offer price been determined? Yes or No
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.
+ See chapter 19 for defined terms
18 July 2020 Page 28
5B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.
5B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
5B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes”.
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –
timetable
Question
No.
Question Answer
5C.1 *Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.
5C.2
*Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors
5C.3 *Offer open date
5C.4 *Closing date for receipt of acceptances
5C.6 *Proposed +issue date
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –
listing rule requirements
Question
No.
Question Answer
5D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 29
5D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.
5D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
5D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.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.
5D.1c
*Are any of the +securities proposed to be
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 issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
5D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.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.
5D.2
*Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No
Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees
and expenses
Question
No.
Question Answer
5E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
+ See chapter 19 for defined terms
18 July 2020 Page 30
5E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.2 *Is the proposed offer to be underwritten? Yes or No
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.
5E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
5E.2e
*Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
5E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
5E.2e(iii)
*What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
+ See chapter 19 for defined terms
18 July 2020 Page 31
5E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
5E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
5E.3b
*Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.
$
5E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.
%
5E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.
5E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –
further information
Question
No.
Question Answer
5F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For 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:
5F.2
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
5F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.
+ See chapter 19 for defined terms
18 July 2020 Page 32
5F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
5F.4 *URL on the entity’s website where
investors can download the +disclosure
document or +PDS
5F.5 Any other information the entity wishes to
provide about the proposed offer
+ See chapter 19 for defined terms
18 July 2020 Page 33
Part 6 – Details of proposed non-pro rata offer to wholesale investors
under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete
Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – conditions
Question
No.
Question Answer
6A.1 *Are any of the below approvals required for
the non-pro rata offer to wholesale investors
under an information memorandum issue?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity required to be given/met for
the offer to wholesale investors under
an information memorandum issue.
Yes or No
6A.1a Conditions
Answer these questions if your response to 6A.1 is Yes
Select the applicable approvals from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 6B – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – offer details
Question
No.
Question Answer
6B.1 *Class of +securities to be offered under the
+information memorandum (please enter
both the ASX security code & description)
+ See chapter 19 for defined terms
18 July 2020 Page 34
6B.2 *The number of +securities to be offered
under the +information memorandum
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
6B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
6B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.
6B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
6B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.
6B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
6B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.
6B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
6B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.
6B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.
6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
6B.9 *Has the offer price been determined? Yes or No
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.
+ See chapter 19 for defined terms
18 July 2020 Page 35
6B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
6B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
6B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes”.
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – timetable
Question
No.
Question Answer
6C.1 *Expected date of +information
memorandum
6C.2
*Date when +information memorandum and
acceptance forms will be made available to
investors
6C.3 *Offer open date
6C.4 *Closing date for receipt of acceptances
6C.6 *Proposed +Issue date
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – listing rule requirements
Question
No.
Question Answer
6D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
6D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.
+ See chapter 19 for defined terms
18 July 2020 Page 36
6D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
Yes or No
6D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.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.
6D.1c
*Are any of the +securities proposed to be
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 issuer is an ASX Listing
your response to Q6D.1 is “No”.
Yes or No
6D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.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.
6D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – fees and expenses
Question
No.
Question Answer
6E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.2 *Is the proposed offer to be underwritten? Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 37
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
6E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes
6E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
6E.2d
*Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
6E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions
6E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.
6E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
6E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
6E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
+ See chapter 19 for defined terms
18 July 2020 Page 38
6E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
$
6E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
%
6E.3d
Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.
6E.4
Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – further information
Question
No.
Question Answer
6F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For 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:
6F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
6F.2a
*Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.
6F.3
*Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
6F.4 *URL on the entity’s website where
wholesale investors can download the
+information memorandum
6F.5 Any other information the entity wishes to
provide about the proposed offer
+ See chapter 19 for defined terms
18 July 2020 Page 39
Part 7 – Details of proposed placement or other issue
If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities
proposed to be issued in Part 8.
Part 7A – Proposed placement or other issue – conditions
Question
No.
Question Answer
7A.1 *Are any of the following approvals required
for the placement or other type of issue?
•
+
Security holder approval
• Court approval
• Lodgement of court order with
+
ASIC
• ACCC approval
• FIRB approval
• Another approval/condition external to
the entity.
No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
Select the applicable approval(s) from the list. More than one approval can be selected. The “date for
determination” is the date that you expect to know if the approval is given (for example, the date of the security
holder meeting in the case of
+
security holder approval or the date of the court hearing in the case of court
approval).
*Approval/ condition
Type
*Date for
determination
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1 *Class of +securities to be offered under the
placement or other issue (please enter both
the ASX security code & description)
ERD fully paid ordinary shares
+ See chapter 19 for defined terms
18 July 2020 Page 40
7B.2 Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
10,769,231.
7B.3 *Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
7B.3a *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 Q7B.3 is
“Yes”.
NZ$
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
NZ$3.90
7B.3c
AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
AU$3.59
7B.3d Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
Not Applicable
7B.3e Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
Not Applicable
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 24 September 2020
+ See chapter 19 for defined terms
18 July 2020 Page 41
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Not Applicable
7D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.
Not Applicable
7D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Not Applicable
7D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.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
7D.1c *Are any of the +securities proposed to be
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 issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Not Applicable
7D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.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.
Not Applicable
+ See chapter 19 for defined terms
18 July 2020 Page 42
7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Not Applicable
7D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Not Applicable
7D.3 *Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
No
7D.3a *Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
Not Applicable
7D.4
*Will any of the +securities to be issued be
subject to +voluntary escrow?
No
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
Not Applicable
Part 7E – Proposed placement or other issue – fees and expenses
Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
Yes
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
The Joint Lead Managers
7E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
Fees payable to the Joint Lead Managers in
respect of underwriting placement as noted
below.
7E.2 *Is the proposed issue to be underwritten? Yes
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
The Joint Lead Managers
+ See chapter 19 for defined terms
18 July 2020 Page 43
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
Fully underwritten
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
Each Joint Lead Manager will receive its
respective proportion of a management fee /
selling / underwriting fee of 3.75%
(excluding GST) of the amount equal to the
number of placement shares multiplied by
the issue price.
EROAD may also pay the joint lead
managers an incentive fee of up to 0.75%
(excluding GST) of gross proceeds of the
amount equal to the number of placement
shares multiplied by the issue price at
EROAD’s sole and absolute discretion.
+ See chapter 19 for defined terms
18 July 2020 Page 44
7E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
(a) NZX or ASX suspends trading in
quoted securities in the Company (other
than in accordance with the trading halt
being granted and lifted in accordance with
the Timetable) or removes the Company's
status as a listed issuer;
(b) approval for quotation of the
Shares on ASX is refused or not granted,
other than subject to standard conditions
customarily imposed, or any other conditions
acceptable to each Lead Manager by the
Settlement Date or if approval is granted,
such approval is subsequently withdrawn
qualified or withheld before the Settlement
Date;
(c) if reasonable grounds exist for a
Lead Manager to believe that any conditions
imposed by ASX in giving final approval to
quotation of the Shares will not be
completed, fulfilled or waived by ASX so as
to result in the Shares being not granted
official quotation on ASX by applicable date
specified in the Timetable;
(d) official quotation of the Shares
(including the New Shares) on the NZX Main
Board is denied or the New Shares will
otherwise not be quoted on the NZX Main
Board on allotment;
(e) the Company or NMC contravenes
any provisions of the FMCA, FMCR, the
Takeovers Code, the Corporations Act or
any rules, regulations or applicable laws or
any requirements of NZX or ASX (including
the NZX Listing Rules and ASX Listing
Rules), except to the extent that any such
contravention is directly caused by any act
by or omission by the Lead Managers in
breach of this Agreement;
(f) the New Zealand Financial
Markets Authority, Australian Securities and
Investments Commission or any other
government agency or regulatory body:
(i) issues, or threatens to issue,
proceedings;
(ii) initiates, commences or threatens
to commence any inquiry or investigation; or
(iii) exercises any of its powers or
issues any adverse orders (or indicates that
it is considering doing so),
in relation to the Company, NMC, the Offer
or the NMC Sell Down;
(g) (*) an event or series of events, a
circumstance or circumstances or any
matter or matters or information, individually
or together (including any breach of a
warranty or a covenant of the Company
under this Agreement) that occurs, or of
which the Lead Managers first becomes
aware, after the date of this Agreement and
+ See chapter 19 for defined terms
18 July 2020 Page 45
which in the opinion of the Lead Managers
has or is likely to have, or once disclosed
will have or is likely to have, an adverse
effect on the general affairs, management,
business prospects, financial position or
results of the operations of the Company,
otherwise than as contemplated by the
Marketing Documents or any of the effects
described in (y) below;
(h) except as disclosed in the
Marketing Documents, the Company alters
its capital structure or constitution without
the prior written consent of the Lead
Managers;
(i) (*) any actual or proposed change
in law, regulation or the NZX Listing Rules,
ASX Listing Rules or any direction or policy
of any government agency;
(j) the ASIC Offer Relief is withdrawn
or adversely modified at any time after it is
granted;
(k) (*) any material or fundamental
change in financial, economic or political
conditions affecting capital markets or
financial markets in New Zealand, Australia,
the United Kingdom, China, Hong Kong,
Singapore, any member of the European
Union or the United States or the outbreak
of war, hostilities or a pandemic or an
epidemic (such as novel coronavirus, a
recurrence of Severe Acute Respiratory
Syndrome or an outbreak of swine or avian
influenza), not presently existing at the date
of this Agreement or the escalation of
existing war, hostilities, pandemic or
epidemic in any jurisdiction;
(l) (*) a general moratorium on
commercial banking activities in New
Zealand, Australia, the United Kingdom, any
member of the European Union or the
United States, being declared by the
relevant central banking authority in any of
those countries, or a material disruption in
commercial banking or security settlement
or clearance services in any of those
countries;
(m) the Company or any of its
directors, chief executive officer or chief
financial officer engages in any fraudulent
conduct or activity, whether or not in
connection with the Offer;
(n) the S&P/NZX 50 Index or
S&P/ASX 300 Index falls by 10% or more
from its Closing Level:
(i) at any time on the Business Day
on which the Bookbuild completes; or
(ii) at any time after the Business Day
on which the Bookbuild completes and at
the close of trading of the relevant financial
+ See chapter 19 for defined terms
18 July 2020 Page 46
product market on the Business Day after
such decline first occurs, the applicable
index must also have declined by 10% or
more from its Closing Level; or
(iii) at any time on (A) the Business
Day before the Settlement Date or (B) the
Settlement Date,
where 'Closing Level' means the level of the
NZX 50 Index or S&P/ASX 300 Index at the
close of trading of the relevant financial
product market on the Business Day
immediately preceding the date of this
Agreement;
(o) any information or statement
contained in the Marketing Documents or
cleansing notice or any other advertising or
promotional materials or other documents
prepared or approved by the Company
being false, deceptive or misleading or likely
to mislead or deceive (including by
omission) or unsubstantiated (being a
statement for which the Company does not
have reasonable grounds, other than a
statement that a reasonable person would
not expect to be substantiated) in any
material adverse respect;
(p) the Company becomes required to
give, or gives a correcting notice under
clause 21 of Schedule 8 of the FMCR;
(q) (*) any adoption by the Reserve
Bank of New Zealand of a policy or direction
in respect of which there has not been a
detailed announcement prior to the date of
this Agreement;
(r) (*) any change in the senior
managers (as defined in the FMCA) or the
board of directors of the Company occurs or
is announced;
(s) (*) the Company defaults in the
performance of any of its obligations under
this Agreement;
(t) the Company defaults in its
settlement obligations pursuant to clause 5;
(u) the Certificate given to the Lead
Managers being false, misleading, deceptive
or inaccurate;
(v) any aspect of the Offer, including
the Placement, SPP or the NMC Sell Down
is withdrawn or purported to be withdrawn;
(w) the NMC Sell Down Agreement is
terminated; or
(x) (*) a representation or warranty
given by the Company in this Agreement is
not true or correct (or becomes untrue or
incorrect),
+ See chapter 19 for defined terms
18 July 2020 Page 47
7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Not Applicable
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
Not Applicable
7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Not Applicable
7E.3c *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
Not Applicable
7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
Standard share registry, external advisers
and ASX administrative fees
Part 7F – Proposed placement or other issue – further information
Question
No.
Question Answer
7F.1 *The purpose(s) for which the entity is
issuing the securities
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:
7F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
No
7F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
Not applicable
7F.3 Any other information the entity wishes to
provide about the proposed issue
No
+ See chapter 19 for defined terms
18 July 2020 Page 48
Part 8 – details of +securities proposed to be issued
Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to
issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each
class of security proposed to be issued.
Part 8A – type of +securities proposed to be issued
Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☒ Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐ Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐ New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐ New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
Note: If the +securities referred to in this form are being offered under a +disclosure document or
+PDS and the entity selects the first or third option in its response to question 8A.1 above (existing
quoted class or new quoted class), then by lodging this form with ASX, the entity will be taken, for the
purposes of sections 711(5) and 1013H (as applicable) of the Corporations Act, to have applied for
quotation of those +securities. However, once the final number of +securities offered under the
+disclosure document or +PDS is known, the entity must complete and lodge with ASX an
Appendix 2A applying for the quotation of that number of +securities.
Part 8B – details of +securities proposed to be issued (existing quoted class or
existing unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.
Question
No.
Question Answer
8B.1 *ASX security code & description ERD fully paid ordinary shares
8B.1a
ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
Not Applicable
8B.2a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.
Not Applicable
+ See chapter 19 for defined terms
18 July 2020 Page 49
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.
Not Applicable
8B.2d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.
Not Applicable
8B.2e *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 Q8B.2a 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.
Not Applicable
Part 8C – details of +securities proposed to be issued (new quoted class or new
unquoted class)
Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.
Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. 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”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). 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
☐ Wholesale debt securities
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
8C.4a
*Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
Yes or No
+ See chapter 19 for defined terms
18 July 2020 Page 50
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
Yes or No
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.
8C.4d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
8C.4e *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 Q8C.4a 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.
8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
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.
8C.6 *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
8C.7a 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 8C.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
+ See chapter 19 for defined terms
18 July 2020 Page 51
*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
*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
8C.7b Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.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)”.
8C.7c
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
Q8C.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
+ See chapter 19 for defined terms
18 July 2020 Page 52
*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).
*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
+ See chapter 19 for defined terms
18 July 2020 Page 53
*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.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*If the margin 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 floating
or indexed and your response to the previous question
is “Yes”.
Answer “Unknown” if the date is not known at this time.
*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
+ See chapter 19 for defined terms
18 July 2020 Page 54
*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)”.
8C.7d Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.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
CFI
FISN
*+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.
Total principal amount of class
Face value
This is the offer / issue price or value at which the
security was offered on issue.
Number of +securities
This should be the total principal amount of class
divided by the face value
+ See chapter 19 for defined terms
18 July 2020 Page 55
*Interest rate type
Select the appropriate interest rate type per the terms
of the security.
☐ Fixed rate
☐ Floating rate
☐ Fixed to floating
☐ Floating to fixed
*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.
*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments. The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
%
*Maturity date
The date on which the security matures.
Class type description
*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
Introduced 01/12/19; amended 31/01/20; amended 18/07/20
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.