Synlait announces $200 million equity raising
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
NZX: SML
ASX: SM1
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
10 November 2020
Synlait Milk announces $200 million equity raising to complete the investment
phase of its strategy and strengthen its balance sheet
Synlait Milk Limited (“Synlait” or the "Company”) (SML.NZX/SM1.ASX) today announced an equity raising
(“Equity Raising”) via an approximately $180 million underwritten placement at a fixed price of NZ$5.10 per
share (“Placement”) and a $20 million underwritten share purchase plan (“Share Purchase Plan” or “SPP”).
Proceeds from the Equity Raising will support Synlait to:
• Complete the investment phase of its strategy including the customisation of Synlait Pokeno and
Auckland for processing and packaging equipment to service its new multinational customer.
• Strengthen its balance sheet to:
• provide more financial headroom as it navigates COVID-19, which is having an
unpredictable impact on the stability of its current and future earnings; and
• create capacity to deliver on its purpose:
Doing Milk Differently For A Healthier World.
FY21 Guidance Update
• Synlait now expects consumer-packaged infant formula volumes to be lower than FY20, with
softer demand in HY21 than previously expected as our key customer resets its own inventory
levels.
• Synlait still expects volumes to increase in the second half of FY21 once stocks have cleared,
however we are expecting our HY21 NPAT result to be significantly lower than HY20.
• Against this, we now expect to be at or slightly below the FY20 NPAT result for FY21 as Synlait
continues to focus on optimising its assets and manufacturing efficiencies.
• This guidance is subject to the unpredictable effects of COVID-19, with consumer behaviour,
channel dynamics and supply chain disruptions all subject to change.
• A further update will be provided at Synlait’s half year result in March 2021.
• A full copy of Synlait’s updated guidance statement is available on slide 17 of the Investor
Presentation which was released alongside this announcement.
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
Overview of Equity Raising
The $200 million Equity Raising comprises an underwritten Placement of approximately $180 million
followed by a $20 million underwritten Share Purchase Plan, sized to reflect the composition of Synlait’s
share register as at 9 November 2020. The Equity Raising has been structured with the objective that
almost all eligible existing shareholders have the opportunity to receive at least their pro-rata portion of
new shares being offered.
The Equity Raising is supported by Synlait’s cornerstone shareholders Bright Dairy Holding Limited and
The a2 Milk Company, with pro rata pre-commitments to take up shares by them and guaranteed
allocation amounting to approximately $11 4 million in total which have been excluded from the underwrite.
The balance of the Equity Raising is fully underwritten. Further, each of Synlait’s New Zealand resident
directors has committed to participate in the Equity Raising.
Under the Placement, Bright Dairy Holding Limited will be allocated its pro-rata portion of the Equity
Raising to ensure that its 39.01 % holding in Synlait does not decrease as a result of the Equity Raising
(which would result in a loss of its constitutional director appointment rights).
The Placement will be conducted through a bookbuild in which institutional and other select investors in
New Zealand, Australia and other jurisdictions will be invited to participate. The Placement has been
underwritten at a fixed price of NZ$5.10 per share, which represents a 14.0% discount to the last trading
price of $5.93 per share on 9 November 2020 and a 6.6% discount to the 5-day volume weighted average
market price (“VWAP”) on the NZX of $5.46 prior to today’s announcement. A trading halt has been
granted by NZX and ASX to facilitate the Placement.
Synlait intends to offer the SPP to eligible existing shareholders with a registered address in New Zealand
and Australia, enabling them to subscribe for up to $50,000/A$47,000 of new Synlait shares. The SPP
offer size is $20 million (with no oversubscriptions) and the offer price of these shares will be the lower of
the Placement offer price and a 2.5% discount to the five-day VWAP of Synlait shares traded on the NZX
during the last five days of the SPP offer period (inclusive). If scaling of the SPP is required, it will be done
with reference to the shareholders’ existing shareholdings at the record date of Monday 9 November
2020.
Synlait considers that the SPP will cater for almost all of Synlait’s non-institutional shareholders, enabling
them to participate and potentially increase their relative percentage holdings in Synlait. The final terms of
the SPP will be announced on 13 November 2020. An SPP booklet, together with an application form, will
be sent to eligible shareholders on 13 November 2020 and will be available on the website established for
the SPP on the same day. The closing date for applications by eligible shareholders is Wednesday, 25
November 2020.
Eligible shareholders wishing to acquire new shares under the SPP will need to complete the application
form or apply online via the website. Eligible shareholders may apply for up to $50,000/A$47,000 of
shares. The new shares to be issued under both the Placement and the SPP will rank equally in all
respects with Synlait’s existing ordinary shares.
Key Dates
The key dates
1
for the Equity Raising are:
Equity Raising timetable
Trading halt and announcement of Placement and SPP Tuesday 10 November 2020
1
These dates are subject to change and are indicative only.
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
Equity Raising timetable
Placement
Placement bookbuild Tuesday 10 November 2020
Announcement of results of Placement and trading halt lifted
(expected to be at or around 1pm NZDT / 11am AEDT)
Wednesday 11 November 2020
ASX settlement Tuesday 17 November 2020
NZX settlement Wednesday 18 November 2020
Allotment and commencement of trading of new shares on NZX
and ASX
Wednesday 18 November 2020
Share purchase plan
Record date Monday 9 November 2020
Expected despatch of SPP offer document and application forms Friday 13 November 2020
Share Purchase Plan opens (9am NZDT / 7am AEDT) Friday 13 November 2020
Share Purchase Plan closes (7pm NZDT / 5pm AEDT) Wednesday 25 November 2020
Announcement of results of SPP, including offer price of SPP in
NZ$ and A$
Monday 30 November 2020
NZX and ASX settlement and allotment Tuesday 1 December 2020
Commencement of trading of new shares on NZX Tuesday 1 December 2020
Commencement of trading of new shares on ASX Wednesday 2 December 2020
Despatch of statements Wednesday 9 December 2020
Additional information regarding the Equity Raising is contained in the Investor Presentation
accompanying this announcement. The Investor Presentation contains important information including the
key risks and foreign selling restrictions with respect to the Equity Raising.
Synlait is undertaking the Equity Raising in reliance on the NZX Regulation Class Waiver and Ruling in
relation to section 4 of the NZX Listing Rules dated 30 September 2020.
Nothing contained in this announcement constitutes investment, legal, tax or other advice. Investors are
encouraged to seek appropriate professional advice before making any investment decision.
For more information, please contact:
Hannah Lynch
Corporate Affairs Manager
P: +64 21 252 8990
E: hannah.lynch@synlait.com
ENDS
This announcement is not a product disclosure statement or offering document under New Zealand law or
under any other law. It is for information purposes only and does not constitute an offer, invitation or
recommendation to subscribe for, retain or purchase any securities in Synlait in any jurisdiction. This
announcement does not constitute financial product advice or investment advice and does not and will not
form part of any contract for the acquisition of Synlait securities.
This market announcement has been prepared for publication in Australia and New Zealand and may not
be released to US wire services or distributed or released in the United States or any other jurisdiction.
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy securities in the
United States (or to, or for the account or benefit of any person in the United States) or in any other
jurisdiction in which such an offer would be unlawful. The offer and sale of the shares referred to in this
announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S.
Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly,
Synlait Milk Limited · 1028 Heslerton Road, RD13 Rakaia, Canterbury, New Zealand · +643 373 3000 · www.synlait.com
the new shares to be offered and sold in the Placement may not be offered or sold, directly or indirectly, to
any person in the United States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The new
shares to be offered and sold in the SPP may not be offered or sold, directly or indirectly, to any person in
the United States or any person acting for the account or benefit of a person in the United States.
The information in this announcement is of general background and does not purport to be complete. It
should be read in conjunction with Synlait’s other market announcements lodged with NZX, which are
available at:
www.nzx.com/companies/SML
Forward-looking statements
This announcement may contain certain forward-looking statements with respect to the financial condition,
results of operations and business of the Company. Forward-looking statements can generally be
identified by use of words such as 'project', 'foresee', 'plan', 'expect', 'aim', 'intend', 'anticipate', 'believe',
'estimate', 'may', 'should', 'will' or similar expressions. Forward-looking statements also include statements
regarding the timetable, conduct and outcome of the Offer and the use of proceeds thereof, statements
about the plans, objectives and strategies of the management of the Company, statements about FY21
guidance, statements about capital expenditure, projected commercial production date and expected
positive impact on earnings, statements about the industry and the markets in which the Company
operates, statements about the future performance of the Company’s business and statements in respect
of COVID-19 and its impact on the Company. Any indications of, or guidance or outlook on, future
earnings or financial position or performance and future distributions are also forward-looking statements.
All such forward-looking statements involve known and unknown risks, significant uncertainties,
assumptions, contingencies, and other factors, many of which are outside the control of the Company,
which may cause the actual results or performance of the Company to be materially different from any
future results or performance expressed or implied by such forward-looking statements. Such forward-
looking statements speak only as of the date of this announcement. Except as required by law or
regulation (including the NZX Listing Rules and the ASX Listing Rules), the Company undertakes no
obligation to update these forward-looking statements for events or circumstances that occur subsequent
to the date of this announcement or to update or keep current any of the information contained herein.
Any estimates or projections as to events that may occur in the future (including projections of revenue,
expense, net income and performance) are based upon the best judgement of the Company from the
information available as of the date of this announcement. A number of factors could cause actual results
or performance to vary materially from the projections, including the risk factors set out in this
announcement. Investors should consider the forward-looking statements in this announcement in light of
those risks and disclosures.
---
EQUITY RAISING INVESTOR PRESENTATION
10 November 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE & DISCLAIMER (1/4)
This presentation has been prepared by Synlait Milk Limited (the
Company) in relation to an offer of new shares in the Company (New
Shares) by way of:
(a) A placement to eligible institutional and other selected investors
(Placement); and
(b) A share purchase plan to existing shareholders of the Company with a
registered address in New Zealand or Australia (Share Purchase Plan),
in New Zealand under clause 19 of Schedule 1 to the Financial Markets
Conduct Act 2013 (FMCA) and in Australia under part 6D.2 of the
Corporations Act 2001 (Cth) (the Corporations Act), as notionally modified
by Australian Securities and Investments Commission (ASIC) Corporations
(Share and Interest Purchase Plans) Instrument 2019/547 and ASIC
Instrument 20-1052 (Australian Exemptions) (the Placement and the Share
Purchase Plan, together, are the Offer).
Information
This presentation contains summary information about the Company
and its activities that is current as of 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
the Company or that would be required in a product disclosure statement
for the purposes of the FMCA. The Company is subject to disclosure
obligations that require it to notify certain material information to NZX
Limited (NZX) and ASX Limited (ASX). This presentation should be read in
conjunction with the Company’s other periodic and continuous disclosure
announcements released to NZX and ASX. No information set out in this
presentation will form the basis of any contract.
NZX
The Company has been designated as a “Non-Standard” (NS) issuer by
NZX due to the nature of the company’s constitution. In particular, Bright
Dairy and Food Co Limited (which holds its shares in Synlait through
its wholly-owned subsidiary, Bright Dairy Holding Limited) has the right
to appoint four Directors to the Board. Further details of these director
appointment rights are included on page 165 - 167 of Synlait’s Annual
Report for the financial year ended 31 July 2020. The New Shares will
be quoted on the NZX Main Board following completion of each of the
Placement and the Share Purchase Plan. NZX accepts no responsibility for
any statement in this document. NZX is a licensed market operator, and
the NZX Main Board is a licensed market under the FMCA.
Not financial product advice
This presentation does not constitute legal, financial, tax, accounting,
financial product or investment advice or a recommendation to acquire
the Company’s securities (including the New Shares), and has been
prepared without taking into account the objectives, financial situation or
needs of individuals. Before making an investment decision, prospective
investors should consider the appropriateness of the information having
regard to their own objectives, financial situation and needs and consult
a financial adviser, solicitor, accountant or other professional adviser if
necessary.
Investment risk
An investment in securities in the Company is subject to investment and
other known and unknown risks, some of which are beyond the control
of the Company. The Key Risks section on pages 18 - 23 of the Investor
Presentation (“Key Risks”) includes a non-exhaustive summary of certain
key risks associated with the Company and the Offer. The Company does
not guarantee the performance of the Company or any return on any
securities of the Company.
PAGE 02EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Not an offer
This presentation is not a prospectus or product disclosure statement
or other offering document under New Zealand or Australian law or
any other law (and will not be filed with or approved by any regulatory
authority in New Zealand, Australia or any other jurisdiction). This
presentation is for information purposes only and is not an invitation or
offer of securities for subscription, purchase or sale in any jurisdiction.
Any decision to purchase New Shares in the Share Purchase Plan must be
made on the basis of the information to be contained in the separate offer
document made available on NZX and ASX (Offer Document). Any eligible
shareholder who wishes to participate in the Share Purchase Plan should
consider the Offer Document in deciding to apply under that offer. Anyone
who wishes to apply for New Shares under the Share Purchase Plan will
need to apply in accordance with the instructions contained in the Offer
Document and the application form. The distribution of this presentation
outside New Zealand or Australia may be restricted by law. Any recipient
of this presentation who is outside New Zealand or Australia must
seek advice on and observe any such restrictions. Refer to the section
“International Offer Restrictions” of this presentation for information on
restrictions on eligibility criteria to participate in the Offer.
This presentation is not for distribution or release in the United States.
This presentation does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities in the United States. The New Shares have
not been, and will not be, registered under the US Securities Act of 1933
(US Securities Act), or the securities laws of any state or other jurisdiction
of the United States. Accordingly the New Shares to be offered and sold
in the Placement may not be offered or sold, directly or indirectly, in
the United States, except in transactions exempt from, or not subject to,
registration under the US Securities Act and applicable securities laws
of any state or other jurisdiction of the United States. The New Shares
to be offered and sold in the Share Purchase Plan may not be offered,
sold, or otherwise transferred, directly or indirectly, to any person in the
United States or to any person that is acting for the account or benefit of a
person in the United States.
Financial data
All dollar values are in New Zealand dollars (NZ$ or NZD) unless
otherwise stated.
This presentation includes certain financial measures included that are
“non-GAAP financial information” under Guidance Note 2017: ‘Disclosing
non-GAAP financial information’ published by the New Zealand Financial
Markets Authority, “non-IFRS financial information” under ASIC Regulatory
Guide 230: ‘Disclosing non-IFRS financial information’ and “non-GAAP
financial measures” within the meaning of Regulation G under the U.S.
Exchange Act of 1934. 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 Exchange Act of 1934.
Such financial information and financial measures (including “Net Debt”
and “EBITDA”) do not have standardized meanings prescribed under New
Zealand equivalents to International Financial Reporting Standards (“NZ
IFRS”), Australian Accounting Standards (“AAS”) or International Financial
Reporting Standards (“IFRS”) and therefore, 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 NZ IFRS, AAS or IFRS.
Disclaimer
None of the Company, Lead Manager or Underwriter nor their respective
related companies and affiliates including, in each case, their respective
shareholders, directors, officers, employees, agents and advisers, as the
case may be (Specified Persons), have independently verified or will verify
any of the content of this presentation and none of them are under any
obligation to you if they become aware of any change to or inaccuracy in
the information in this presentation.
IMPORTANT NOTICE & DISCLAIMER (2/4)
PAGE 03EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
To the maximum extent permitted by law, each Specified Person disclaims
and excludes all liability whatsoever for any loss, damage or other
consequence (whether foreseeable or not) suffered by any person from
the use of the information in this presentation, from refraining from acting
because of anything contained in or omitted from this presentation or
otherwise arising in connection therewith (including for negligence,
default, misrepresentation or by omission and whether arising under
statute, in contract or equity or from any other cause). No Specified
Person makes any representation or warranty, either express or implied,
as to the fairness, accuracy, completeness or reliability of the information
contained in this presentation. You agree that you will not bring any
proceedings against or hold or purport to hold any Specified Person liable
in any respect for this presentation or the information in this presentation
and waive any rights you may otherwise have in this respect.
This presentation contains data sourced from and the views of
independent third parties. In such data being replicated in this
presentation, the Company makes no representation, whether express or
implied, as to the accuracy of such data. The replication of any views in
this presentation should not be treated as an indication that the Company
agrees with or concurs with such views.
Past performance
Past performance information provided in this presentation is given for
illustrative purposes only and should not be relied upon as (and is not) a
promise, representation, warranty or guarantee as to the past, present or
future performance of the Company.
Forward-looking statements
This presentation may contain certain forward-looking statements with
respect to the financial condition, results of operations and business of
the Company. Forward-looking statements can generally be identified
by use of words such as ‘project’, ‘foresee’, ‘plan’, ‘expect’, ‘aim’, ‘intend’,
‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similar expressions.
Forward-looking statements also include statements regarding the
timetable, conduct and outcome of the Offer and the use of proceeds
thereof, statements about the plans, objectives and strategies of
the management of the Company, statements about FY21 guidance,
statements about capital expenditure, projected commercial production
date and expected positive impact on earnings, statements about the
industry and the markets in which the Company operates, statements
about the future performance of the Company’s business and statements
in respect of COVID-19 and its impact on the Company. Any indications
of, or guidance or outlook on, future earnings or financial position or
performance and future distributions are also forward-looking statements.
All such forward-looking statements involve known and unknown risks,
significant uncertainties, assumptions, contingencies, and other factors,
many of which are outside the control of the Company, which may
cause the actual results or performance of the Company to be materially
different from any future results or performance expressed or implied
by such forward-looking statements. Such forward-looking statements
speak only as of the date of this presentation. Except as required by law
or regulation (including the NZX Listing Rules and the ASX Listing Rules),
the Company undertakes no obligation to update these forward-looking
statements for events or circumstances that occur subsequent to the date
of this presentation or to update or keep current any of the information
contained herein. Any estimates or projections as to events that may
occur in the future (including projections of revenue, expense, net income
and performance) are based upon the best judgement of the Company
from the information available as of the date of this presentation. A
number of factors could cause actual results or performance to vary
materially from the projections, including the risk factors set out in this
presentation. Investors should consider the forward-looking statements in
this presentation in light of those risks and disclosures.
IMPORTANT NOTICE & DISCLAIMER (3/4)
PAGE 04EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
You are strongly cautioned not to place undue reliance on any forward-
looking statements, including the updated FY21 guidance statement on
pages 11 and 17, particularly in light of the current economic climate and
the significant volatility, uncertainty and disruption caused in relation to
the Company and otherwise by the COVID-19 pandemic.
For purposes of this Disclaimer and Important Notice, “presentation”
means the slides, any oral presentation of the slides by the Company,
any question-and-answer session that follows that oral presentation, hard
copies of this document and any materials distributed at, or in connection
with, that presentation. The information and opinions contained in this
presentation are provided as at the date of this presentation and are
subject to change without notice. The Company reserves the right to
withdraw, or vary the timetable for, the Placement and/or the Share
Purchase Plan, without notice.
Acceptance
By attending or reading this presentation, you agree to be bound by the
foregoing limitations and restrictions and, in particular, will be deemed
to have represented, warranted, undertaken and agreed that: (i) you
have read and agree to comply with the contents of this Disclaimer
and Important Notice; (ii) you are permitted under applicable laws and
regulations to receive the information contained in this presentation; (iii)
you will base any investment decision solely on information released
by the Company via NZX and ASX (including, in the case of the Share
Purchase Plan, the Offer Document); and (iv) you agree that this
presentation may not be reproduced in any form or further distributed to
any other person, passed on, directly or indirectly, to any other person or
published, in whole or in part, for any purpose.
IMPORTANT NOTICE & DISCLAIMER (4/4)
PAGE 05EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
OFFER OVERVIEW
Offer rationale
• Synlait is raising equity to:
1. Complete the investment phase of its strategy including the customisation
of Synlait Pokeno and Auckland for processing and packaging equipment to
service its new multinational customer.
2. Strengthen its balance sheet to:
• Provide more financial headroom as it navigates COVID-19, which is having
an unpredictable impact on the stability of its current and future earnings.
• Create capacity to deliver on its purpose: Doing Milk Differently For A
Healthier World.
Offer summary
• The equity raise comprises an approximately NZ$180 million underwritten placement
(Placement) followed by an underwritten NZ$20 million Share Purchase Plan (SPP).
• Synlait has received pre-commitments from, and has guaranteed allocation to,
cornerstone shareholders Bright Dairy and The a2 Milk Company for their pro
rata share of the Equity Raising and Placement respectively, for a total value of
approximately NZ$114 million.
• All Synlait’s New Zealand resident directors have committed to participate in the
Equity Raising.
PAGE 06EQUITY RAISING INVESTOR PRESENTATION 2020
OFFER
RATIONALE
Synlait Dunsandel
PAGE 07EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
• Synlait recently announced it has signed a manufacturing supply agreement with
an established, global category leader.
• Under the agreement, Synlait will manufacture, blend, and package nutrition
products, which include plant-based products.
• Processing and packaging customisation will be required at Synlait Pokeno and
Synlait Auckland, with indicative expenditure of $70 million spread over two years.
• Commercial production is currently projected to start mid-2022.
What this means for Synlait:
• Recognition of Synlait’s world class technical and quality capabilities.
• Expected utilisation of Synlait’s integrated manufacturing chain,
delivering fully finished, consumer products to market.
• Expected utilisation of Synlait Pokeno and Synlait Auckland’s capacity.
• Delivering on our strategy with customer, category and market
diversification progressing.
• Expected to have a positive impact on earnings from FY23.
This supports Synlait to deliver improved utilisation, leverage
existing operational expertise and diversify earnings overtime.
1
COMPLETE THE INVESTMENT PHASE OF SYNLAIT’S STRATEGY
A new multinational customer diversifies Synlait’s customer, category and geographic reach
PAGE 08EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
2
STRENGTHEN SYNLAIT’S BALANCE SHEET
Provide more financial headroom as it navigates COVID-19
Pro-forma capitalisationPro-forma capitalisation shows headroom in facilities and covenants
• The pro-forma table restates funding facilities and utilisation as at 31 July 2020
on completion of a $200 million Placement and SPP.
• Bank lending facilities as at 30 September 2020 are $600 million, an increase of
$30 million from 31 July 2020.
• Assuming successful completion of the Placement and SPP, pro-forma liquidity
(undrawn committed funding facilities) is NZD $303 million as at 31 July 2020
based on $200 million of revolving credit facilities, $250 million working capital
facility and $180 million subordinated retail bonds.
• Proceeds from successful completion of the Placement and SPP are required
under the terms of our bank lending facilities to be applied as follows:
• Revolving Credit Facility D to be repaid and cancelled (facility currently
$100 million).
• Revolving Credit Facility A to be repaid down to $100 million and that portion
above $100 million cancelled.
• Surplus equity proceeds, after bank debt repaid, available for liquidity.
• The pro-forma statement provides a leverage ratio of 2.0x as at 31 July 2020.
1. Gross equity proceeds exclude transaction costs.
2. The subordinated retail bond and revolving credit facilities are based on the face value of the drawn facility amount which is prior to capitalised costs.
3. Debt facility amounts displayed for 31 July 2020 based on bank facilities as amended late September 2020. This is to help display the impact of the Placement and SPP on debt.
Covenants are tested annually at 31 July.
4. The leverage ratio is calculated as net debt (including lease liabilities) divided by EBITDA.
5. Synlait also has uncommitted Receivables Purchases Agreements with ANZ and BNZ for a total of $191 million. These were drawn to $131.3 million as at 31 July 2020.
6. Bank borrowings, in particular the Working Capital and Revolver D facilities, fluctuate throughout the year to meet Synlait’s operational funding requirements.
NZD $m
Current
(31 July 2020)
Current Updated
Bank Facilities
3
(31 July 2020)
Placement
and SPP
Pro-forma
(31 July 2020)
6
Drawn FacilityDrawnFacilityProceedsDrawnFacility
Revolving credit facility A
2
150.0150.0150.0150.0(150.0)-100.0
Revolving credit facility B and C
2
100.0100.0100.0100.0-100.0100.0
Revolving credit facility D
2
---100.0---
Working capital facility net cash / (cash)97.0320.097.0250.0(50.0)47.0250.0
Net bank debt excluding IFRS 16 leases347.0570.0347.0600.0(200.0)147.0450.0
Subordinated retail bonds
2
180.0180.0180.0180.0-180.0180.0
Net debt excluding IFRS 16 leases527.0750.0527.0780.0(200.0)327.0630.0
IFRS 16 lease liabilities19.319.3-19.3
Net debt including IFRS 16 leases546.2546.2(200.0)346.2
Leverage ratio
4
3.2x2.0x
PAGE 09EQUITY RAISING INVESTOR PRESENTATION 2020
GUIDANCE
UPDATE
Milk reception bay, Synlait Dunsandel
PAGE 10EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
FY21 GUIDANCE UPDATE
• Synlait now expects consumer-packaged infant formula volumes to be lower than FY20, with softer
demand in HY21 than previously expected as our key customer resets its own inventory levels.
• Synlait still expects volumes to increase in the second half of FY21 once stocks have cleared,
however we are expecting our HY21 NPAT result to be significantly lower than HY20.
• Against this, we now expect to be at or slightly below the FY20 NPAT result for FY21 as Synlait
continues to focus on optimising its assets and manufacturing efficiencies.
• This guidance is subject to the unpredictable effects of COVID-19, with consumer behaviour,
channel dynamics and supply chain disruptions all subject to change.
• A further update will be provided at Synlait’s half year result in March 2021.
• Synlait’s updated guidance statement is available on slide 17 of this presentation.
PAGE 11EQUITY RAISING INVESTOR PRESENTATION 2020
OFFER
DETAILS
Warehouse, Synlait Pokeno
PAGE 12EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EQUITY RAISE DETAILS (1/2)
Offer size and structure• NZ$200 million equity raising (Equity Raising), comprising:
• Approximately NZ$180 million underwritten placement (Placement); and
• NZ$20 million underwritten share purchase plan (SPP).
• Sizing of the Placement and SPP reflects the approximate composition of Synlait’s shareholder base and objective to provide almost all existing eligible shareholders the opportunity to
achieve at least their pro rata portion of the Equity Raising.
• The Placement represents approximately 17% of Synlait’s market capitalisation as at last close on 9 November 2020 and on a combined basis the Equity Raising represents
approximately 19%.
Use of proceeds• Synlait is raising equity to:
• Complete the investment phase of its strategy including the customisation of Synlait Pokeno and Synlait Auckland for processing and packaging equipment to service its new
multinational customer.
• Strengthen its balance sheet to:
• Provide more financial headroom as it navigates COVID-19, which is having an unpredictable impact on the stability of its current and future earnings.
• Create capacity to deliver on its purpose: Doing Milk Differently For A Healthier World.
Placement issue price• New shares under the placement will be issued at a fixed price of $5.10.
• Underwritten price represents a discount of:
• 14.0% to the last trading price of NZ$5.93 on 9 November 2020.
• 6.6% to the 5-day VWAP of NZ$5.46 prior to announcement.
PAGE 13EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EQUITY RAISE DETAILS (2/2)
Ranking and quotation• New shares issued under the Placement and the SPP will rank equally in all respects with Synlait’s existing shares on issue from the date of allotment.
• New shares to be quoted on NZX and ASX from allotment.
Underwriting• Both the Placement and SPP are fully underwritten by the Underwriter with the exception of the pre-commitments of Bright Dairy and The a2 Milk Company.
Pre-commitments• Synlait has received pre-commitments from, and has guaranteed allocation to, Bright and The a2 Milk Company for their pro rata share of the Equity Raising and the Placement respectively,
for an approximate total value of NZ$114 million.
• All Synlait’s New Zealand resident directors have committed to participate in the Equity Raising.
Share purchase plan• SPP to raise $20 million with no oversubscriptions.
• Eligible shareholders in NZ and Australia will be invited to apply for up to NZ$50,000/A$47,000 of new shares free of any brokerage, transaction and commission costs.
• New shares under the SPP will be issued at the lower of the offer price for the Placement and a 2.5% discount to the 5-day VWAP of Synlait shares on the NZX up to and including the closing
date of the SPP.
• SPP is subject to scaling having regard to existing holdings on the record date of 9 November 2020.
Deferred allotment to Bright Dairy• Synlait has been granted specific waivers from the Listing Rules that allow Bright Dairy to participate in the Placement to ensure that its holding in Synlait is not diluted as a consequence of
the Placement and the SPP, in order to maintain its director appointment rights under the Constitution.
• Bright Dairy will be issued its shares under the Placement in two pro rata tranches, the first on the date shares are issued under the Placement and the second on the date shares are issued
under the SPP.
PAGE 14EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EQUITY RAISE TIMETABLE
EVENT DATEDAT E
1
Trading halt and announcement of Placement and SPPTuesday 10 November 2020
PLACEMENT
Placement bookbuildTuesday 10 November 2020
Announcement of results of Placement and trading halt lifted (expected to be at 1pm NZDT / 11am AEDT)Wednesday 11 November 2020
ASX settlement Tuesday 17 November 2020
NZX settlementWednesday 18 November 2020
Allotment and commencement of trading of new shares on NZX and ASXWednesday 18 November 2020
SHARE PURCHASE PLAN
Record dateMonday 9 November 2020
Expected despatch of SPP offer document and application formsFriday 13 November 2020
Share Purchase Plan opens (9am NZDT / 7am AEDT)Friday 13 November 2020
Share Purchase Plan closes (7pm NZDT / 5pm AEDT)Wednesday 25 November 2020
Announcement of results of SPP, including offer price of SPP in NZ$ and A$Monday 30 November 2020
NZX and ASX settlement and allotmentTuesday 1 December 2020
Commencement of trading of new shares on NZXTuesday 1 December 2020
Commencement of trading of new shares on ASXWednesday 2 December 2020
Despatch of statementsWednesday 9 December 2020
1. Dates are subject to change at Synlait’s discretion
PAGE 15EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Synlait Pokeno
APPENDICES
PAGE 16EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
FY21 GUIDANCE STATEMENT UPDATE
Updated FY21 guidance as at 10 November 2020 (updated from guidance issued on 28 September 2020):
• There continues to be significant global uncertainty regarding COVID-19.
• While Synlait has proven its ability to maintain operational continuity over recent months, in terms of demand for the products it manufactures, it now expects:
• Consumer-packaged infant formula volumes to be lower than FY20, with softer demand in HY21 than previously expected as our key customer resets its own inventory levels.
• Synlait still expects volumes to increase in the second half of FY21 once stocks have cleared, however we are expecting our HY21 NPAT result to be significantly lower than HY20.
• Strong underlying EBITDA and operating cash flows to continue in the rest of the business, with growth delivered from a full year of Dairyworks earnings and the integration of Talbot Forest Cheese.
• No disruption to manufacturing or demand for its ingredient and lactoferrin business.
• This guidance is subject to the unpredictable effects of COVID-19, with consumer behaviour, channel dynamics and supply chain disruptions all subject to change.
• This is offset by the carrying costs of investing in Synlait Pokeno and Synlait Dunsandel’s Advanced Dairy Liquid Packaging facility. Earnings from these investments are expected to be delivered in FY22 and beyond.
• Synlait’s supply agreement with a new, multinational customer for packaged products is expected to have a positive impact on earnings from FY23.
• Against this, we now expect to be at or slightly below the FY20 NPAT result for FY21 as Synlait continues to focus on optimising its assets and manufacturing efficiencies.
• A further update will be provided at Synlait’s half year result in March 2021.
PAGE 17EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS (1/6)
This section outlines the key risks which Synlait has
identified in connection with the Offer. These risks may
affect the future operating and financial performance of
Synlait and its share price. Like any investment, there
are risks associated with an investment in Synlait shares.
Please note that this section does not (and does not
purport to) set out all of the risks related to an investment
in Synlait shares, the future operating or financial
performance of Synlait, the Offer or general market or
industry risks. Some risks may be unknown and other risks,
currently believed to be immaterial, could turn out to be
material.
In light of the COVID-19 pandemic, extra caution should
be taken when assessing the risks associated with an
investment in Synlait. The rapidly changing COVID-19
situation is bringing unprecedented challenges to global
financial markets, and to the New Zealand economy as a
whole. Capital markets have seen equity securities suffer
from spikes in volatility and significant, sudden price
declines. It is not currently clear when these negative
impacts will begin to abate.
Investors should be aware that the spread of COVID-19,
its effect on the global economy and actions taken in
response by the New Zealand government, and other
governments or regulators around the world, may have a
material adverse effect on Synlait, its financial performance
and position, liquidity, financial condition and operations.
There is no certainty as to the severity or likelihood of
any such unforeseen impacts arising nor whether any
mitigating action will be effective or can be taken. It is also
likely that there will be further unforeseen negative impacts
as COVID-19 continues to spread.
You should make your own assessment of the key risks
set out in this section, including the inherent uncertainties
as to the impact of COVID-19 noted above, and any other
risks associated with an investment in Synlait shares and
its business, before deciding whether to invest (or invest
further) in Synlait. You should also consider whether such
an investment is suitable in light of your individual risk
profile, investment objectives and personal circumstances
(including financial and taxation issues) and you are
encouraged to consult with a financial or other professional
adviser.
PAGE 18EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS (2/6)
KEY RISKDETAILS
COVID-19• There continues to be significant global uncertainty regarding COVID-19. COVID-19 is having an impact on our customers. It remains uncertain as to how long COVID-19 will affect the demand
for products globally.
• FY21 guidance is subject to the unpredictable effects of COVID-19, including as a result of consumer behaviour, channel dynamics, market access and supply chain disruptions all being
subject to change.
• While Synlait has proven its ability to maintain operational and supply chain continuity throughout 2020, the effect of COVID-19 on demand for the products it manufactures remains
uncertain. China has also introduced stricter requirements in respect of COVID-19 that could increase barriers to entry on the export of Synlait’s products to China.
See also “China Market Access Risk” and “Customer Concentration Risk”.
Customer concentration risk and
uncertainty in The a2 Milk Company
demand
• Synlait derives a large portion of its earnings from one product category, one market and one customer, that being infant formula supplied to The a2 Milk Company Limited (a2 Milk) which is
predominantly consumed in the Chinese market.
• a2 Milk is Synlait’s most significant customer and contributor to financial performance. Synlait’s three largest customers (including a2 Milk) represented approximately 64% of total revenue
in FY20.
• The supply contract with a2 Milk has a minimum term to 31 July 2025 and provides for exclusive supply of infant nutrition products stages 1 - 3 already supplied by Synlait for a2 Milk’s
Australian, New Zealand and Chinese market requirements up to a specified quantity in each year (but with no guaranteed minimum volume). The level of demand from a2 Milk can at times
be difficult to predict, which can result in disruptions to the business and inventory levels.
• a2 Milk is able to source the specified infant nutrition products from other suppliers if its order volumes exceed amounts set out in Synlait’s manufacturing and supply agreement with a2 Milk.
Until 1 August 2022 the volumes which Synlait has exclusive manufacturing rights over are substantially higher than the current annual volume supplied to a2 Milk. From 1 August 2022,
unless renegotiated with a2 Milk, the volumes which Synlait has exclusive manufacturing rights over reduce under the manufacturing and supply agreement. The risk of orders for products
being diverted away from Synlait has increased following a2 Milk’s announcement on 21 August 2020 that it is engaged in discussions with Mataura Valley Milk to explore options for a2 Milk
to participate in manufacturing at MVM’s facility in Southland, New Zealand. If a2 Milk successfully implements this manufacturing capability, there is a risk that a2 Milk transitions the supply
of its products away from orders from Synlait to the extent that its orders exceed the exclusivity volumes agreed with Synlait.
PAGE 19EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS (3/6)
KEY RISKDETAILS
Customer concentration risk and
uncertainty in The a2 Milk Company
demand (continued)
• If a2 Milk reduces its order quantities, or if the existing supply agreement does not continue beyond its current minimum term, it could have a material adverse effect on Synlait’s operations
and financial performance. a2 Milk announced on 28 September 2020 that it is starting to observe emerging additional disruption to the corporate daigou / reseller channel, particularly due
to the Stage 4 lockdown in Victoria. The announcement provided that this impacted a2 Milk’s September sales and it is currently anticipated that this will continue for the remainder of its first
half of FY21. Forecast order volumes from a2 Milk for the first half of Synlait’s current financial year reflect this decrease in demand of English language labelled infant formula.
• Synlait’s continued strategic partnership with a2 Milk, and the future success of a2 Milk, is important to Synlait’s own success. Investors should carefully review and monitor information
publicly released by a2 Milk as part of consideration of an investment in Synlait.
See also “China Market Access Risk” and “Category Concentration Risk”.
China market access risk• Synlait is reliant on market access for its products sent into China and there is no guarantee that the export of Synlait’s products to China will remain possible. Barriers to entry could arise or
increase for a number of reasons, including geopolitical tensions, changing food safety regulations, a focus in China on enhancing domestic production or supply chains, changes in export or
brand regulations or limitations on foreign entities doing business in China. The effect of COVID-19 is likely to exacerbate the existence of such barriers, including if positive cases were linked
to a Synlait site or one of its employees. Disruption of access to this key market could have a significant adverse effect on Synlait’s financial position and future performance.
• Synlait has the registrations it requires for the products it currently exports to China. These registrations require periodic renewal and there is no guarantee that the renewal will be achieved.
The registration process with Chinese authorities can be time consuming and Synlait has no direct ability to control the timing, process and outcome for these registrations or renewals.
The regulatory environment for our products in China has been subject to regular change in recent years. An event that resulted in the removal of, or inability to renew, the Dunsandel
facility’s registration for China label infant formula production (with renewal required in 2022) would result in a material impact to Synlait’s financial performance.
• If Synlait’s products were no longer able to be sent into China, either directly or indirectly (e.g., via Synlait customers or through daigou / reseller channels), this could have a significant
adverse effect on Synlait’s financial performance.
See also “Customer Concentration Risk” and “Category Concentration Risk”.
PAGE 20EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS (4/6)
KEY RISKDETAILS
Category concentration risk• The infant nutrition category is the greatest contributor to Synlait’s overall profitability, representing over 41.7% of Synlait’s revenue in FY20. Synlait also produces a range of specialised and
infant-grade ingredients which are used in infant formula production, either by Synlait or its customers. A material and continuing drop in demand in infant formula products or ingredients
could have a significant adverse effect on Synlait’s financial position and future performance.
See also “Customer Concentration Risk” and “China Market Access Risk”.
New customer risk• Synlait entered into a manufacturing supply agreement with a multinational customer on 5 November 2020 in relation to the manufacture, blending, and packaging of nutrition products
which include plant-based products, a new area for Synlait.
• Synlait will be required to incur capital expenditure of approximately $70 million in order to perform its obligations under the manufacturing supply agreement. However, there is a risk that
Synlait is unable to increase its revenue from this capital investment as quickly as expected.
Implementation of diversification
and growth strategy
• Synlait addresses the concentration risks by seeking to diversify product categories, customers and the geographies into which it delivers its products. Synlait’s strategy also involves it being
committed to a number of ongoing growth and capital expenditure projects which are at various stages of implementation at any one time, including the recent acquisitions of Dairyworks
Limited and Talbot Forest Cheese, the expansion of its lactoferrin facility, the construction of the infant-capable manufacturing facility at Pokeno and the liquid dairy packaging facility at
Dunsandel.
• Whilst these multiple projects will help address the concentration and operational risks faced by the business, there are risks associated with this growth and its implementation, including the
potential inability to maintain product quality and controls, execution risk and cost control (including funding costs).
• In particular, there is a risk that Synlait is not able to drive profitability from major capital investments (either as quickly as forecast or at all). This could have a significant impact on Synlait’s
financial position and future performance. As Synlait’s business becomes more diverse and complex across multiple sites, there is a risk that Synlait’s financial performance will be negatively
impacted if it is unable to improve its systems, capacity and resources or attract the specialist talent to its workforce, at a speed and level necessary to meet the changes to its business.
• If Synlait grows quicker than the level of demand from its customers, or if Synlait is unable to attract and retain new customers, it will have unused capacity in its plants which will not be
delivering the return on investment that Synlait anticipated. Synlait currently has additional unused capacity at its Pokeno plant that it is seeking to fill through new opportunities such as its
new multinational customer.
PAGE 21EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS (5/6)
KEY RISKDETAILS
Implementation of diversification
and growth strategy (continued)
• Synlait is underway with a significant information technology (IT) project to replace its Enterpise Resource Planning (ERP) software. As a significant IT project, there are migration and
implementation risks which Synlait is seeking to mitigate and manage. The implementation process is planned to complete in the second half of FY21. A major compromise of operational
technology or IT platforms could result in a threat to safety, quality, business continuity and/or significant financial impacts.
See also “New Customer Risk”.
Product safety risk• Synlait’s core business is the manufacture and sale of dairy products. There is a risk that Synlait’s products could become, or be perceived to become, unsafe for consumption due to
contamination. This could cause consumers of Synlait’s products to become unwell, result in a product recall or result in adverse publicity about Synlait’s products or its customers’ products.
• Any food safety incident could have a significant, and long-term, adverse impact on Synlait’s reputation as a manufacturer and supplier of dairy products. A small error could prove very
costly. The impact would likely be greater in the current environment with concerns regarding COVID-19, particularly with respect to demand from the China market. Such an event could also
impact adversely on Synlait’s existing licences and registrations. If Synlait or any of its customer’s reputations are adversely impacted, or Synlait loses any of its licences or registrations,
its financial performance could be adversely impacted.
See also “China Market Access Risk”.
Site and plant concentration and
environmental risk
• Synlait’s infant formula base powder and ingredient products are currently produced at its Dunsandel and Pokeno facilities. Dunsandel has total capacity for approximately 85,000 tonnes of
infant formula base powders, 70,000 tonnes of ingredient products (whole milk powder, skim milk powder and anhydrous milk fat), 34 tonnes of lactoferrin, and 110 million litres of liquid dairy
products. Pokeno has capacity for approximately 45,000 tonnes of infant formula base powder, Infant grade whole milk powder and skim milk powder.
• Any event that resulted in significant damage or destruction to either facility, which meant that facility was unable to operate, could have an adverse impact on Synlait’s operational and
financial position. Synlait’s key customers may also decide to terminate or reduce their relationships with Synlait in the event of a long-term disruption, which could further affect Synlait’s
financial performance.
PAGE 22EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS (6/6)
KEY RISKDETAILS
Site and plant concentration and
environmental risk (continued)
• Such events could include catastrophic equipment or infrastructure failure, COVID infection among plant staff causing customers to refuse to accept product from that plant, failure of
information technology or operating technology systems (including by reason of an unauthorised event or malicious cyber attack), unforeseen breakdowns, interruption of electricity or coal
supply, industrial action or fire, earthquake or other natural disasters.
• Successfully managing environmental risks is key to Synlait’s business and social licence to operate. Any adverse environmental impacts or regulatory breach could result in reputational
damage, disruption to operations, financial impacts and/or significant loss of stakeholder confidence. Inability to deliver on defined sustainability targets could also result in significant loss of
stakeholder confidence and/or have financial impacts for Synlait.
Lactoferrin pricing• The price per tonne for lactoferrin (a high value, speciality ingredient product produced by Synlait) is subject to volatile price movements.
• Any material and sustained decrease in the sale price for lactoferrin could have a significant adverse financial impact on Synlait’s financial performance.
• Synlait has fixed price contracts for approximately half of its lactoferrin supply. However, Synlait has no ability to influence changes in lactoferrin pricing or supply of lactoferrin to the market
and therefore is unable to predict the timing, duration and scale of any future movement in lactoferrin pricing, and its impact on Synlait.
PAGE 23EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
SUMMARY OF UNDERWRITING AGREEMENT
Synlait has requested that the Underwriter underwrite the Offer and the Underwriter has agreed to do so.
This means that the Underwriter will subscribe at the relevant offer price for any New Shares that are not
subscribed for under the Placement or the SPP (other than those shares that The a2 Milk Company and
Bright Dairy have committed to subscribe for) in accordance with the terms of the Underwriting Agreement.
A summary of the principal terms of the Underwriting Agreement are set out as follows:
• The Underwriter has the power to appoint sub-underwriters.
• The Underwriter will be paid an agreed underwriting fee for its services in connection with the Offer.
• The Underwriting Agreement contains termination events, representations, warranties and indemnities that
are customary for an offer of this nature.
• The Underwriter may terminate its obligations under the Underwriting Agreement, including by reason
of events which have, or are likely to have, a material adverse effect on Synlait, its shares or the Placement
or the SPP. These may be as a result of events specific to Synlait or as a result of external events, such
as material or fundamental changes in financial, economic and political conditions in certain countries
or financial markets. The Underwriter may also terminate the Underwriting Agreement where certain
conditions to the Underwriting Agreement or its underwriting obligations have not been satisfied or waived.
The termination events include the termination of, or failure to settle, under the commitment letters given
by The a2 Milk Company and Bright Dairy. In the case of Bright Dairy, certain Chinese regulatory approvals
will be required for it to transfer funds at settlement.
• Synlait provides certain undertakings to the Underwriter, including:
• For a period until three months after the settlement of the SPP, Synlait may not issue or allot, or agree
to issue or allot, any equity securities or other securities, or grant any options in respect of such
securities, other than pursuant to certain limited exceptions or with the Underwriter’s consent; and
• For the period until the settlement of the SPP, Synlait may not acquire or dispose, or agree to acquire
or dispose of, any substantial assets or business, other than pursuant to certain limited exceptions or
with the Underwriter’s consent.
• Synlait has agreed to indemnify the Underwriter and its affiliates against certain losses related to
the Offer.
• Synlait has given warranties in the Underwriting Agreement, including warranties relating to the content
and accuracy of the offer materials, compliance by Synlait with relevant laws, the existence of no material
litigation, and the valid issue and allotment of New Shares.
PAGE 24EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL SELLING RESTRICTIONS (1/5)
PAGE 25EQUITY RAISING INVESTOR PRESENTATION 2020
This document does not constitute an offer of New Shares of the
Company 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 except to the extent permitted
below.
Australia
The offer of New Shares under the Placement is only made available
in Australia to persons to whom a disclosure document is not required
to be given under Chapter 6D of the Australian Corporations Act 2001
(Cth) (“Australian Corporations Act”). This document is not a prospectus,
product disclosure statement or any other form of formal “disclosure
document” for the purposes of the Australian Corporations Act, and is
not required to, and does not, contain all the information which would be
required in a disclosure document under the Australian Corporations Act.
This document does not take into account the investment objectives,
financial situation or needs of any particular person. Accordingly, before
making any investment decision in relation to this document, you
should assess whether the acquisition of any interest in the Company
is appropriate in light of your own financial circumstances or seek
professional advice.
If you acquire the New Shares under the Placement in Australia then you:
• Represent and warrant that you are a professional or sophisticated
investor for the purposes of Chapter 6D of the Australian Corporations
Act; and
• Agree not to sell or offer for sale any New Shares issued under the
Placement in Australia within 12 months from the date of their issue
under the Placement, except in circumstances where:
• Disclosure to investors would not be required under Chapter 6D
of the Australian Corporations Act; or
• Such sale or offer is made pursuant to a disclosure document
which complies with Chapter 6D of the Australian Corporations
Act.
Germany
This document has not been, and will not be, registered with or approved
by any securities regulator in the European Union. Accordingly, this
document may not be made available, nor may the New Shares be
offered for sale, in the European Union except in circumstances that do
not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129
of the European Parliament and the Council of the European Union (the
“Prospectus Regulation”).
In accordance with Article 1(4)(a) of the Prospectus Regulation, an
offer of New Shares in the European Union is limited to persons who
are “qualified investors” (as defined in Article 2(e) of the Prospectus
Regulation).
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,
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL SELLING RESTRICTIONS (2/5)
PAGE 26EQUITY RAISING INVESTOR PRESENTATION 2020
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 Placement. If you are in doubt about any contents of this document,
you should obtain independent professional advice.
Japan
The New Shares have not been and will not be registered under Article
4, paragraph 1 of the Financial Instruments and Exchange Act of Japan
(Law No. 25 of 1948), as amended (the “FIEA”) pursuant to an exemption
from the registration requirements applicable to a private placement
of securities to Qualified Institutional Investors (as defined in and in
accordance with Article 2, paragraph 3 of the FIEA and the regulations
promulgated thereunder). Accordingly, the New Shares may not be
offered or sold, directly or indirectly, in Japan or to, or for the benefit of,
any resident of Japan other than Qualified Institutional Investors. Any
Qualified Institutional Investor who acquires New Shares may not resell
them to any person in Japan that is not a Qualified Institutional Investor,
and acquisition by any such person of New Shares is conditional upon the
execution of an agreement to that effect.
Norway
This document has not been, and will not be, registered with or approved
by Finanstilsynet (the Financial Supervisory Authority of Norway) and
it does not constitute a prospectus under the Prospectus Regulation
(Regulation (EU) 2017/1129) or the Norwegian Securities Trading Act of 29
June 2007 no. 75. Accordingly, this document may not be made available,
nor may the New Shares be offered for sale, directly or indirectly, in
Norway other than under circumstances that are exempted from the
prospectus requirements under the Prospectus Regulation and the
Norwegian Securities Trading Act. Any offering of New Shares in Norway
is limited to persons who are “qualified investors” as defined in the
Prospectus Regulation. Only such persons may receive this document and
they may not distribute it or the information contained in it to any other
person.
Singapore
This document and any other materials relating to the New Shares has
not been and will not be registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, the New Shares may not be offered
or sold or made the subject of an invitation for subscription or purchase,
nor may this document or any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the New
Shares be circulated or distributed, whether directly or indirectly, to any
person in Singapore other than (i) to an institutional investor (as defined
in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore
(the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person
(as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of
the SFA, or to any person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of the SFA, or
(iii) otherwise pursuant to, and in accordance with, the conditions of, any
other applicable provision of the SFA.
Where the New Shares are subscribed or purchased under Section 275 of
the SFA by a relevant person which is:
(a) A corporation (which is not an accredited investor (as defined
in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL SELLING RESTRICTIONS (3/5)
PAGE 27EQUITY RAISING INVESTOR PRESENTATION 2020
(b) A trust (where the trustee is not an accredited investor) whose sole
purpose is to hold investments and each beneficiary is an individual
who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined
in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights
and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the New
Shares pursuant to an offer made under Section 275 of the SFA except:
(1) To an institutional investor or to a relevant person (as defined in
Section 275(2) of the SFA), or to any person arising from an offer
referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) Where no consideration is or will be given for the transfer;
(3) Where the transfer is by operation of law;
(4) As specified in Section 276(7) of the SFA; or
(5) As specified in Regulation 37A of the Securities and Futures (Offers of
Investments) (Securities and Securities-based Derivatives Contracts)
Regulations 2018 of Singapore.
Notification under Section 309B(1)(c) of the SFA – In connection with
Section 309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”),
the Company has determined the classification of the New Shares as
prescribed capital markets products (as defined in the CMP Regulations
2018) and Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
Switzerland
This document is not intended to constitute an offer or solicitation to
purchase or invest in the New Shares described herein. The New Shares
may not be publicly offered, sold or advertised, directly or indirectly, in,
into or from Switzerland but may be offered to individually approached
professional investors as defined in article 4 of the Swiss Financial
Services Act (“FinSA”) and no application has been or will be made to
admit the New Shares to trading on any trading venue (exchange or
multilateral trading facility) in Switzerland. Neither this document nor any
other offering or marketing material relating to the New Shares constitutes
a prospectus compliant with the requirements of Article 652a or 1156
of the Swiss Code of Obligations or the listing rules of SIX Exchange
Regulation or pursuant to the FinSA for a public offering of the New
Shares and neither this document nor any other offering or marketing
material relating to the New Shares may be distributed or otherwise made
publicly available in, into or from Switzerland.
Neither this document nor any other offering or marketing material
relating to the offering of the New Shares has been or will be filed with or
approved by any Swiss regulatory authority or any review body.
This document is personal to the recipient only and not for general
circulation in Switzerland.
The United Arab Emirates
The United Arab Emirates (excluding the Dubai International
Financial Centre and the Abu Dhabi Global Market)
This document is strictly private and confidential and is being distributed
to a limited number of investors and must not be provided to any person
other than the original recipient, and may not be reproduced or used
for any other purpose. If you are in any doubt about the contents of
this document, you should consult an authorised financial adviser. By
receiving this document, the person or entity to whom it has been issued
understands, acknowledges and agrees that this document has not been
approved by or filed with the UAE Central Bank, the UAE Securities and
Commodities Authority (the “SCA”) or any other authorities in the UAE
(outside of the financial free zones established pursuant to UAE Federal
Law No. 8 of 2004), nor has the Company or the Lead Manager received
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL SELLING RESTRICTIONS (4/5)
PAGE 28EQUITY RAISING INVESTOR PRESENTATION 2020
authorisation or licensing from the UAE Central Bank, SCA or any other
authorities in the UAE to market or sell securities or other investments
within the UAE. No marketing of any financial products or services has
been or will be made from within the UAE other than in compliance
with the laws of the UAE and no subscription to any securities or other
investments may or will be consummated within the UAE. It should
not be assumed that the Company or the Lead Manager is a licensed
broker, dealer or investment adviser under the laws applicable in the
UAE, or that any of them advise individuals resident in the UAE as to the
appropriateness of investing in or purchasing or selling securities or other
financial products. The New Shares are not intended for circulation or
distribution in or into the UAE, other than to persons who are “Qualified
Investors” within the meaning of the SCA’s Board of Directors Decision No.
37/R.M of 2019 Concerning the Definition of Qualified Investor to whom
the materials may lawfully be communicated. This does not constitute a
public offer of securities in the UAE in accordance with the SCA Chairman
of the Board Resolution No. 11/R.M of 2016 on the Regulations for
Issuing and Offering Shares of Public Joint Stock, or otherwise. Nothing
contained in this document is intended to constitute investment, legal,
tax, accounting or other professional advice. This document is for your
information only and nothing in this document is intended to endorse
or recommend a particular course of action. Any person considering
acquiring securities should consult with an appropriate professional for
specific advice rendered based on their respective situation.
Dubai International Financial Centre
The New Shares have not been offered and will not be offered to any
persons in the Dubai International Financial Centre except on that basis
that an offer is:
(1) an “Exempt Offer” in accordance with the Markets Rules (MKT) module
of the Dubai Financial Services Authority (the “DFSA”); and
(2) made only to persons who meet the Professional Client criteria set out
in Rule 2.3.3 of the DFSA Conduct of Business Module of the DFSA
rulebook.
The DFSA has not approved this document or taken steps to verify
the information set out in it, and has no responsibility for it. The New
Shares to which this document relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of the New Shares
offered should conduct their own due diligence on the New Shares. If you
do not understand the contents of this document, you should consult an
authorised financial adviser.
Abu Dhabi Global Market
The New Shares have not been offered and will not be offered to any
persons in the Abu Dhabi Global Market (“ADGM”) except on the basis
that an offer is:
(1) an “Exempt Offer” in accordance with the Market Rules of the
Financial Services Regulatory Authority (“FSRA”) of the ADGM; and
(2) made only to persons who meet the Professional Client criteria set out
in Rule 2.4 of the FSRA Conduct of Business Rulebook.
The FSRA has not approved this document or taken steps to verify
the information set out in it, and has no responsibility for it. The New
Shares to which this document relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers of the New Shares
offered should conduct their own due diligence on the New Shares. If you
do not understand the contents of this document, you should consult an
authorised financial adviser.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL SELLING RESTRICTIONS (5/5)
PAGE 29EQUITY RAISING INVESTOR PRESENTATION 2020
The United Kingdom
Neither this document nor any other document relating to the Placement
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.
This document is issued on a confidential basis to “qualified investors”
(as defined in Regulation (EU) 2017/1129 of the European Parliament and
the Council of the European Union (“Prospectus Regulation”)) in the
United Kingdom, and the New Shares may not be offered or sold in the
United Kingdom by means of this document, any accompanying letter or
any other document, except in circumstances which do not require the
publication of a prospectus pursuant to section 86(1) of the FSMA. This
document should not be distributed, published 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 Company.
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 presentation does not constitute an offer to sell, or the solicitation of
an offer to buy, any securities in the United States. The New Shares to be
offered and sold in the Offer have not been, and will not be, registered
under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the
securities laws of any state or other jurisdiction of the United States.
Accordingly, the New Shares to be offered and sold in the Placement may
not be offered or sold, directly or indirectly, to any person in the United
States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and any
other applicable U.S. state securities laws.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
SUMMARY OF BANKING FACILITIES,
COVENANTS & BOND ISSUE
As at 31 July 2020 Synlait had four syndicated bank facilities in place with ANZ and BNZ:
1. Working capital facility (multi-currency) – facility limit of $320 million, reviewed annually.
2. Revolving credit facility (Facility A) – facility limit of $150 million maturing 1 August 2021.
3. Revolving credit facility (Facility B) – facility limit of $50 million maturing 1 August 2023.
4. Revolving credit facility (Facility C) – facility limit of $50 million maturing 1 August 2023.
The syndicated bank loan facilities agreement was updated on 25 September 2020,
effective by 30 September:
• Working capital facility was renewed to 30 September 2021 – limit reduced from $320 million to
$250 million.
• Revolving credit facility (Facility A) maturity extended to 1 October 2021.
• Revolving credit facility D added with a maturity date of 1 May 2021 – limit $100 million to 31 December
2020, $70 million to 1 May 2021.
• Minimum shareholders funds covenant increased to $400 million.
Bond issue
• Listed NZ$180 million of unsecured, subordinated, five year bonds listed on the NZX Debt Market in
December 2019.
We have five key covenants in place with our syndicated banks:
1. Interest cover ratio – EBITDA to interest expense of no less than 3.00x based on full year forecast result.
2. Minimum shareholders’ funds – no less than $295.5 million
1
.
3. Working capital ratio – inventory and debtors to working capital facility outstanding of no less than 1.5:1.
4. Leverage ratio – total debt to EBITDA is no greater than 4.0x.
5. Senior leverage ratio – total debt excluding Subordinate Bond to EBITDA is no greater than 3.0x.
We complied with these bank covenants at all times during FY20.
1. The minimum shareholders’ funds covenant increased from $295.5 million to $400.0 million on 25 September 2020.
PAGE 30EQUITY RAISING INVESTOR PRESENTATION 2020
Synlait Dunsandel
EQUITY RAISING INVESTOR PRESENTATION 2020
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
---
Corporate Action Notice
(Other than for a Distribution)
26617738 Page 1 of 2
Section 1: issuer information (mandatory)
Name of issuer Synlait Milk Limited
Class of Financial Product Ordinary shares
NZX ticker code SML
ISIN (If unknown, check on NZX
website)
NZSMLE0001S9
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 9/11/2020
Ex-Date (one business day before the
Record Date)
6/11/2020
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 NZ$20
million.
Minimum application amount (if any) N/A
Exercise Price The lower of: (a) The price paid by investors in SML's
placement announced on 10 November 2020, being
NZ$5.10; and (b) a 2.5% discount to the volume
weighted average market price of SML shares traded
on the NZX over the five business day period prior to
and including the closing date for the Share Purchase
Plan, rounded down to the nearest cent.
Scaling reference date By reference to holdings of eligible shareholders at
the Record Date
Closing Date 25/11/2020
Allotment Date 01/12/2020
Section 7: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Deborah Marris
Contact person for this announcement Deborah Marris
2 of 2
Contact phone number +64 27 222 1684
Contact email address Deborah.Marris@synlait.com
Date of release through MAP 10/11/2020
---
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
31 January 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. Similarly, if you are an entity incorporated outside Australia,
the +securities proposed to be issued are in an existing class of +security but the event timetable
includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN
code for the rights and/or the deferred settlement +securities. 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
Synlait Milk Limited
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ARBN 614 984 655
1.3 *ASX issuer code SM1
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.
-
1.4b *Date of previous
announcement to this update
Mandatory only if “Update” ticked in
Q1.4 above.
-
+ See chapter 19 for defined terms
31 January 2020 Page 2
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
-
1.4d *Date of previous
announcement to this
cancellation
Mandatory only if “Cancellation” ticked
in Q1.4 above.
-
1.5 *Date of this announcement 10 November 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 listing 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
☐ 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
☐ 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
31 January 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.
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
31 January 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”).
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
31 January 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?
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
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
31 January 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.
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
31 January 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”).
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)?
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?
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?
3B.9a *What is the offer price per +security?
Answer this question if your response to Q3B.9 is “Yes”
using the currency specified in your answer to Q3B.8.
+ See chapter 19 for defined terms
31 January 2020 Page 8
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.
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
+ See chapter 19 for defined terms
31 January 2020 Page 9
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?
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”).
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.
+ See chapter 19 for defined terms
31 January 2020 Page 10
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)?
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?
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?
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.
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.
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 Q5B.9c is “Yes”.
3D.10 *Has the offer price for the retail offer been
determined?
+ See chapter 19 for defined terms
31 January 2020 Page 11
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.
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”.
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).
+ See chapter 19 for defined terms
31 January 2020 Page 12
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
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 2 and section 3, the issue
date should be no more than 5 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 will end at
market close on this day.
+ See chapter 19 for defined terms
31 January 2020 Page 13
3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.
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?
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?
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.
+ See chapter 19 for defined terms
31 January 2020 Page 14
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.
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”.
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?
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”.
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”.
+ See chapter 19 for defined terms
31 January 2020 Page 15
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
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?
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?
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”.
+ See chapter 19 for defined terms
31 January 2020 Page 16
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
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)?
+ See chapter 19 for defined terms
31 January 2020 Page 17
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.
SM1 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)
SM1 Fully Paid Ordinary Shares
+ See chapter 19 for defined terms
31 January 2020 Page 18
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
NZ$20 million
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”.
-
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”.
-
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”.
-
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”.
There is a cap of NZ$50,000which is the
maximum amount permitted under the NZX
Listing Rules, as increased by the class
waiver granted by NZX dated 30 September
2020.
SM1 has obtained specific ASIC relief to
allow Australian investors to participate up to
NZ$50,000. However, Synlait has set the
maximum Australian dollar application
amount at A$47,000 to allow for NZ$/AU$
exchange rate movements up to the closing
date of the Offer.
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.
N/A
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
Yes
+ See chapter 19 for defined terms
31 January 2020 Page 19
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
The target amount to be raised is up to $20
million. If demand exceeds that SM1 will
scale back applications having regard to the
number of Existing Shares held by the
applicant at the Record Date
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.
NZD in relation to New Zealand
shareholders.
AUD in relation to Australian shareholders
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.
-
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
The issue price is the lower of:
(a) NZ$5.10 per Offer Share (being the
price paid by investors in the
Placement); and
(b) a 2.5% discount to the volume
weighted average market price of
the Shares traded on the NZX over
the five business day period prior to
and including the Closing Date,
rounded down to the nearest cent.
The issue price will be fixed as at 7.00pm
NZDT / 5.00pm AEDT on 25 November
2020 (being the Closing Date) and is
expected to be announced through NZX and
ASX on 30 November 2020.
For eligible Australian shareholders, the
issue price will be determined by reference
to the NZ$:A$ exchange rate published by
the New Zealand Reserve Bank on its
website at 7.00pm NZDT / 5.00pm AEDT on
the Closing Date.
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.
10 November 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.
7.00pm NZDT / 5.00pm AEDT on 9
November 2020
+ See chapter 19 for defined terms
31 January 2020 Page 20
4C.3 *Date on which offer documents will be
made available to investors
13 November 2020
4C.4 *Offer open date 13 November 2020
4C.5 *Offer closing date 25 November 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
30 November 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
1 December 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 the requirements of
listing rule 7.2 exception 5 that:
• the number of +securities to be issued is
not greater than 30% of the number of
fully paid +ordinary securities already on
issue; and
• the issue price of the +securities is 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?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
N/A
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”.
N/A
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.
N/A
+ See chapter 19 for defined terms
31 January 2020 Page 21
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”.
N/A
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.
N/A
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”.
Jarden Securities Limited
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”.
An arranger fee equal to 0.50% of the gross
proceeds raised under the securities
purchase plan (which is equal to 0.50% of
NZ$20 million)
4E.2 *Is the proposed offer to be underwritten? Yes
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.
Jarden Partners Limited
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”.
Fully underwritten
+ See chapter 19 for defined terms
31 January 2020 Page 22
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.
An underwriting fee equal to 1.50% of the
gross proceeds raised under the securities
purchase plan (which is equal to 1.50% of
NZ$20 million).
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.
Termination events which are customary for
an offer of this nature, including:
Material Adverse Event
Occurrence of an event or events, or any
matter or matters or information, which in
the reasonable opinion of the Underwriter
has or is likely to have a material adverse
effect on, among other things, SMI, its
business of prospects, the placement or the
share purchase plan, the price of SM1's
shares, or would or would be likely to give
rise to a material liability to the Underwriter
in connection with the placement or the
share purchase plan.
Market Fall
The level of the S&P/NZX 50 Index or the
S&P/ASX 200 Index falls by a prescribed
amount and for a prescribed duration
(specified in the Underwriting Agreement).
Trading suspension
Trading in all securities quoted on the NZX,
ASX, LSE or NYSE being suspended or
limited in a material respect for a prescribed
duration (specified in the Underwriting
Agreement) and that having a material
adverse effect on the Offer.
Disclosures
False, deceptive, misleading or
unsubstantiated disclosures made by SM1
in the offer materials, or there being a
change required to the offer materials.
Regulatory Action
Regulatory action or judicial challenge by a
government entity relating to the offer.
Please also refer to the investor
presentation released on NZX and ASX on
10 November 2020.
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.
N/A
+ See chapter 19 for defined terms
31 January 2020 Page 23
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.
N/A
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”.
N/A
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.
N/A
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”.
-
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”.
-
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”.
-
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”.
-
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
N/A
+ See chapter 19 for defined terms
31 January 2020 Page 24
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:
Please refer to the Investor Presentation
announced to ASX on 10 November 2020.
4F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
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”.
-
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 Australia and New
Zealand.
4F.4 *URL on the entity's website where
investors can download information about
the proposed offer
www.shareoffer.co.nz/synlait
4F.5 Any other information the entity wishes to
provide about the proposed offer
Standard share registry, external advisers
and NZX/ASX administrative fees.
+ See chapter 19 for defined terms
31 January 2020 Page 25
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. Refer to Listing Rule 7.10 for the rules that apply to non-pro
rata issues to existing security holders.
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.
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)
+ See chapter 19 for defined terms
31 January 2020 Page 26
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)
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS
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)?
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?
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)?
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)?
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?
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?
+ See chapter 19 for defined terms
31 January 2020 Page 27
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.
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.
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 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).
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”.
+ See chapter 19 for defined terms
31 January 2020 Page 28
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”.
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”.
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.
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?
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
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?
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
+ See chapter 19 for defined terms
31 January 2020 Page 29
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.
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.
5E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
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”.
+ See chapter 19 for defined terms
31 January 2020 Page 30
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?
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”.
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
31 January 2020 Page 31
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. Refer to Listing Rule 7.10 for the rules that apply
to non-pro rata issues to existing security holders.
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.
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
31 January 2020 Page 32
6B.2 *The number of +securities to be offered
under the +information memorandum
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)?
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?
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)?
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)?
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?
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?
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.
6B.9b
*How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
+ See chapter 19 for defined terms
31 January 2020 Page 33
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.
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 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).
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”.
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”.
+ See chapter 19 for defined terms
31 January 2020 Page 34
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”.
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.
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?
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?
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
+ See chapter 19 for defined terms
31 January 2020 Page 35
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.
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?
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”.
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”.
+ See chapter 19 for defined terms
31 January 2020 Page 36
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?
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 *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
31 January 2020 Page 37
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 Number of +securities proposed to be
issued
35,294,117 SM1 Fully Paid Ordinary Shares
This assumes that the offer price under the
Share Purchase Plan is the same as the
offer price under the Placement. If the offer
price under the Share Purchase Plan is
greater than the offer price under the
Placement, further placement shares will be
issued to Bright Dairy Holding Limited to
ensure that its percentage holding in SM1 is
not diluted as a result of the Offer.
+ See chapter 19 for defined terms
31 January 2020 Page 38
7B.2 *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.2a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.1 is
“Yes”.
NZD
7B.2b *What is the issue price per +security
Answer this question if your response to Q7B.1 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.1a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.1 as “No” and complete Q7B.1c.
NZ$5.10
7B.2c Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
-
7B.2d 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”.
-
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 18 November 2020
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 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).
N/A
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”.
N/A
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”.
N/A
+ See chapter 19 for defined terms
31 January 2020 Page 39
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.
N/A
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”.
N/A
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.
N/A
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”.
N/A
7D.2 *Is a party referred to in listing rule 10.11.1
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.
N/A
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”.
N/A
7D.4 *Will any of the +securities to be issued be
subject to +voluntary escrow?
No
+ See chapter 19 for defined terms
31 January 2020 Page 40
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”.
N/A
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”.
Jarden Securities Limited
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”.
Arranger fee of 0.60% of the placement
proceeds
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”.
Jarden Partners Limited
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, other than in respect of
pre-committed amounts (equal to
approximately NZ$113.72 million in
aggregate) from two existing major
shareholders.
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.
Underwriting fee of:
• 1.5% of the placement proceeds (less
the amounts for which SM1 has
received pre-commitments from two of
its existing major shareholders (equal to
approximately NZ$113.7 million)) (which
is 1.5% of approximately NZ$66.28
million); and
• 0.9% of the commitment from one of the pre-
committed parties (which is 0.9% of
approximately NZ$35.7 million).
+ See chapter 19 for defined terms
31 January 2020 Page 41
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.
Termination events which are customary for
an offer of this nature, including:
Material Adverse Event
Occurrence of an event or events, or any
matter or matters or information, which in
the reasonable opinion of the Underwriter
has or is likely to have a material adverse
effect on, among other things, SMI, its
business of prospects, the placement or the
share purchase plan, the price of SM1's
shares, or would or would be likely to give
rise to a material liability to the Underwriter
in connection with the placement or the
share purchase plan.
Market Fall
The level of the S&P/NZX 50 Index or the
S&P/ASX 200 Index falls by a prescribed
amount and for a prescribed duration
(specified in the Underwriting Agreement).
Trading suspension
Trading in all securities quoted on the NZX,
ASX, LSE or NYSE being suspended or
limited in a material respect for a prescribed
duration (specified in the Underwriting
Agreement) and that having a material
adverse effect on the Offer.
Disclosures
False, deceptive, misleading or
unsubstantiated disclosures made by SM1
in the offer materials, or there being a
change required to the offer materials.
Regulatory Action
Regulatory action or judicial challenge by a
government entity relating to the offer.
Please also refer to the investor
presentation released on NZX and ASX on
10 November 2020.
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.
N/A
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.
-
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”.
-
+ See chapter 19 for defined terms
31 January 2020 Page 42
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.
-
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 NZX/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:
Please refer to the investor presentation
released on 10 November 2020.
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”.
-
7F. 3 Any other information the entity wishes to
provide about the proposed issue
No
+ See chapter 19 for defined terms
31 January 2020 Page 43
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 SM1 Fully Paid Ordinary Shares
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”.
-
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”.
-
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”.
-
+ See chapter 19 for defined terms
31 January 2020 Page 44
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.
-
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”.
Select “Other” for performance shares/units and
performance options/rights or if the selections available
in the list do not appropriately describe the security
being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Other
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.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
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”.
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”.
+ See chapter 19 for defined terms
31 January 2020 Page 45
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
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.
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?
*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).
*Is it a partly paid class of +security?
*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).
+ See chapter 19 for defined terms
31 January 2020 Page 46
*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.
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
*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).
+ See chapter 19 for defined terms
31 January 2020 Page 47
*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.
*Is the interest rate per annum estimated at
this time?
Answer this question if the interest rate type is fixed.
*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.
*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.
*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”.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
+ See chapter 19 for defined terms
31 January 2020 Page 48
*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
*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)?
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
+ See chapter 19 for defined terms
31 January 2020 Page 49
*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)”.
Introduced 01/12/19; amended 31/01/20
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.