EBOS Announces Opening of Retail Offer
Not for release to US wire services or distribution in the United States
15 December 2021
NZX / ASX Code: EBO
EBOS ANNOUNCES OPENING OF RETAIL OFFER
EBOS Group Limited (EBOS) is pleased to announce the opening today of its non-underwritten retail
offer to eligible existing shareholders to raise up to NZ$105 million (A$100 million
1
), with the ability
to accept oversubscriptions at EBOS’ discretion (Retail Offer). The Retail Offer is part of EBOS’ equity
raising announced on 9 December 2021, pursuant to which EBOS also undertook a fully
underwritten approximately NZ$674 million / A$642 million
2
placement of new shares (Placement)
to partly fund the acquisition of LifeHealthcare. The completion of the Placement was announced on
10 December 2021.
Under the Retail Offer, each person who was recorded in EBOS’ share register as being a registered
holder of EBOS ordinary shares and having an address in New Zealand or Australia as at 7:00pm
(NZDT) / 5:00pm (AEDT) on the record date of 8 December 2021 (Eligible Shareholders) can
subscribe for up to NZ$50,000 / A$47,500, respectively, of new fully paid ordinary shares free of any
brokerage, commission and transaction costs.
The maximum application size has been selected with the objective of enabling as many Eligible
Shareholders as possible to apply for their pro rata share of the equity raising via the Retail Offer.
New shares to be issued under the Retail Offer will be issued at the lower of the price under the
Placement (NZ$34.50) and the five-day VWAP of EBOS shares up to, and including, close of the Retail
Offer
3
.
New shares to be issued under the Retail Offer will rank equally with existing EBOS ordinary shares
on issue and will be quoted on the NZX and ASX from the date of Retail Offer allotment.
If the Retail Offer is oversubscribed, applications will be scaled on a pro rata basis having regard to
the applicants’ existing shareholdings (or, in the case of an application made by a custodian, the
relevant beneficial owner(s) named in the schedule submitted) at 7:00pm NZDT / 5:00pm AEDT on
Wednesday, 8 December 2021.
A Retail Offer Document (together with an application form for Australian Eligible Shareholders who
have elected to receive postal copies, as required by Australian law), will be sent or made available
to Australian Eligible Shareholders today. An Entitlement Letter will be sent to New Zealand Eligible
Shareholders today via their preferred method of shareholder communications.
1
Assumes an AUD NZD exchange rate of 1.0499 as at 8 December 2021.
2
Assumes an AUD NZD exchange rate of 1.0499 as at 8 December 2021.
3
The A$ price will be determined with reference to the AUD NZD exchange rate as reported by the Reserve Bank of Australia as at 4pm
AEDT on the date of close of the Retail Offer. Further details of the Retail Offer will be contained in the Retail Offer Document, which has
been sent to Eligible Shareholder today. The proposed target Retail Offer size has been included to provide investors with some visibility
on the expected amount to be raised and level of shares to be issued under the Retail Offer (but may be more or less). This target amount
is considered appropriate to provide the opportunity for the vast majority of shareholders to achieve a pro rata allocation (based on the
proposed total size of the capital raising) having regard to an analysis of EBOS’ share register, and precedent participation rates in other
NZX and ASX share purchase plans/retail offers. EBOS may decide to accept applications (in whole or in part) that result in the Retail Offer
raising more than NZ$105 million (A$100 million), in its absolute discretion.
The Retail Offer Document will also be available to all Eligible Shareholders at
www.shareoffer.co.nz/EBOS. Eligible Shareholders are encouraged to visit that website and apply
online before the closing date at 7:00pm (NZDT) / 5:00pm (AEDT) on Monday, 17 January 2022.
Key dates relating to the Retail Offer are set out in the Appendix to this announcement. A copy of
the Retail Offer Document also accompanies this announcement.
This release was authorised for lodgement with NZX and ASX by the Chief Executive Officer.
For further information, please contact:
Investor Relations:
Martin Krauskopf
General Manager, M&A and Investor Relations
EBOS Group
martin.krauskopf@ebosgroup.com
Media:
New Zealand:
Geoff Senescall
Senescall Akers
+64 21 481 234
Australia:
Patrick Rasmussen
PRX
+61 430 159 690
ABOUT EBOS GROUP
EBOS Group Limited NZBN 9429031998840 (NZX/ASX Code: EBO) is the largest and most diversified
Australasian marketer, wholesaler and distributor of healthcare, medical and pharmaceutical
products. It is also a leading Australasian animal care brand owner, product marketer and
distributor.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This market release has been prepared for publication in Australia and New Zealand and may not be
released to US wires services or distributed in the United States. This market release does not
constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or
any other jurisdiction. The securities referred to in this release have not been, and will not be,
registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction
of the United States and, as a result, the securities may not be offered, sold or resold, directly or
indirectly, in the United States or to persons acting for the account or benefit of a person in the
United States (to the extent such persons hold EBOS shares and are acting for the account or benefit
of a person in the United States) except in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act and the applicable securities laws of any state or
other jurisdiction of the United States.
You must not send copies of this announcement or any other material relating to the Retail Offer to
any person in the United States or elsewhere outside Australia and New Zealand.
APPENDIX - KEY DATES
Description Date
Record date (for identifying shareholders eligible to
participate in the Retail Offer)
7:00pm (NZDT) / 5:00pm (AEDT)
Wednesday, 8 December 2021
Retail Offer opens and Retail Offer Document is dispatched Wednesday, 15 December 2021
Retail Offer closes
7:00pm (NZDT) / 5:00pm (AEDT)
Monday, 17 January 2022
Retail Offer Issue Price announced Tuesday, 18 January 2022
Retail Offer allotment date Monday, 24 January 2022
Commencement of normal trading of new shares issued under
the Retail Offer on NZX Main Board
Monday, 24 January 2022
Commencement of normal trading of new shares issued under
the Retail Offer on ASX
Tuesday, 25 January 2022
Despatch of holding statements Friday, 28 January 2022
1
EBOS Group Limited | Retail Offer | Offer Document
RETAIL OFFER
OFFER DOCUMENT
EBOS Group Limited
15 December 2021
NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
This is an important document. You should read the whole document before deciding
whether to subscribe for Shares in EBOS Group Limited. If you have any doubts as to what
you should do, you should consult your financial, legal, tax and other professional advisors.
2
EBOS Group Limited | Retail Offer | Offer Document
Key Information
Eligibility
You may participate in this retail offer (via a share purchase plan) (Retail Offer) if you are a shareholder
of EBOS Group Limited (EBOS) as at 7:00pm NZDT / 5:00pm AEDT on Wednesday, 8 December 2021
with a registered address in New Zealand or Australia. You may not participate if you are outside New
Zealand or Australia or acting for the account or benefit of a person in the United States. Similarly,
if you hold Shares on behalf of a person who resides outside New Zealand or Australia, you may not
participate in respect of that person.
Transferability
The offer made under this Retail Offer is personal to you. It cannot be transferred to another person.
Equal
participation
Each Eligible Shareholder has the right to apply for the maximum amount of Shares applicable in the
jurisdiction in which that Eligible Shareholder resides on the same terms and conditions as each other
Eligible Shareholder.
Application amount
If you wish to participate in this Retail Offer, you apply for a dollar amount of Shares, not for a certain
number of Shares. Eligible Shareholders can apply for Shares up to a maximum amount of NZ$50,000 /
A$47,500.
Issue Price of
Shares
The Shares will be issued at the lower of the price paid by investors in EBOS’ recent Placement,
being NZ$34.50 per Share, and the five day volume weighted average price of EBOS Shares traded on
the NZX Main Board during the five trading days up to, and including, the Closing Date. If you apply in
A$, see clause 3 of the Terms and Conditions for further details regarding the A$ Price.
How to apply
You are encouraged to and can apply online at: www.shareoffer.co.nz/EBOS. If you received a hard copy
of this Offer Document, Applications can also be made by filling out the application form accompanying
this physical Offer Document and submitting it per the instructions on the application form. You should
read the instructions in the Application carefully.
If you are a Custodian, you also need to complete and return a Custodian Schedule. To determine
whether you are a Custodian, and how to obtain a Custodian Schedule, refer to clause 4 of the Terms
and Conditions. You need to contact the Share Registrar to obtain a copy and instructions.
When to apply
Applications and payment must be received by the Share Registrar by 7:00pm NZDT / 5:00pm AEDT
on Monday, 17 January 2022 to be accepted (unless the Closing Date is extended). See clause 3 of the
Terms and Conditions for more information about applications.
Receiving your
Shares
You will receive your Shares on or about Monday, 24 January 2022, unless the Closing Date is extended.
Retail Offer size and
scaling
EBOS is seeking to raise NZ$105 million (A$100 million) under this Retail Offer, and may accept
oversubscriptions at its discretion. EBOS may scale back the number of Shares to be allotted under this
Retail Offer to each Applicant having regard to the shareholders’ holding of Shares at the Record Date
(see clause 3 of the Terms and Conditions for more information about scaling). The Retail Offer has
been structured to maximise the number of Eligible Shareholders able to apply for at least a pro rata
allocation of Shares, where possible.
Defined words and expressions used in this document are capitalised – see Glossary for their definition.
2
3
EBOS Group Limited | Retail Offer | Offer Document
Contents
Important information 5
Letter from the Chair 7
Questions and answers 9
Terms and conditions 11
Glossary 16
Directory 18
3
4
EBOS Group Limited | Retail Offer | Offer Document
Key dates
*
DateEventSummary
Wednesday,
8 December 2021
Record DateThe date on which Eligible Shareholders are determined.
Wednesday,
15 December 2021
Retail Offer Opening DateRetail Offer opens for Applications.
Monday,
17 January 2022
Retail Offer Closing DateThe Retail Offer closes at 7:00pm NZDT / 5:00pm AEDT, unless
extended. Applications and payment must be received by the
Share Registrar by this time.
Tuesday,
18 January 2022
Issue PriceIssue Price Announced.
Monday,
24 January 2022
Announce results of Retail Offer Announcement to be made to NZX and ASX.
Settlement and Allotment DateSettlement of the Retail Offer and Shares allotted.
Trading is expected to commence on the NZX Main Board.
Tuesday,
25 January 2022
Commencement of trading
on ASX
Trading is expected to commence on the ASX.
Friday,
28 January 2022
Despatch DateTransaction confirmation despatched to participating shareholders.
* EBOS reserves the right to alter the key dates (subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws).
5
EBOS Group Limited | Retail Offer | Offer Document
Important information
General information
This document has been prepared by EBOS in connection
with an offer of new ordinary Shares by way of a share
purchase plan (Retail Offer).
In New Zealand, the Retail Offer is made to Eligible
Shareholders under the exclusion in clause 19 of Schedule 1
of the Financial Markets Conduct Act 2013. In Australia, the
Retail Offer is made to Eligible Shareholders in accordance
with ASIC Corporations (Share and Interest Purchase Plans)
Instrument 2019/547 (ASIC Instrument), ASIC relief granted to
EBOS on 8 December 2021 and an ASX waiver granted to EBOS
on 8 December 2021.
This document is not a product disclosure statement or
prospectus or other disclosure document and does not
contain all of the information which may be required in order
to make an informed investment decision about the Retail
Offer or EBOS.
Additional Information
EBOS is subject to continuous disclosure obligations under the
NZX Listing Rules and ASX Listing Rules. Market releases by EBOS,
including its most recent financial statements, are available at
www.nzx.com and www.asx.com.au under code EBO.
EBOS may, during the Retail Offer, make additional releases to
NZX and ASX. No release by EBOS to NZX or ASX will permit an
applicant to withdraw any previously submitted application
without EBOS’s consent, whether or not there has been any
permissible variation of the Retail Offer.
The market price for the Shares may change between the
date this Retail Offer opens, the date you apply for Shares
under the Retail Offer, and the date on which the Shares are
allotted to you. Accordingly, the price paid for Shares under
the Retail Offer may be higher or lower than the price at which
Shares are trading on the NZX Main Board or the ASX at the
time Shares are issued under the Retail Offer. The market
price of new Shares following allotment may be higher or
lower than the Issue Price. Your Application will be irrevocable
and unconditional (it cannot be withdrawn or cancelled) even
if the market price of the Shares changes after you submit
your Application.
Offering Restrictions
This document is intended for use only in connection with
the Retail Offer to Eligible Shareholders with a registered
address in New Zealand or Australia. This document does
not constitute an offer or invitation in any place in which,
or to any person to whom, it would not be lawful to make such
offer or invitation. No action has been taken to permit a public
offering of the Shares in any jurisdiction outside New Zealand
and Australia. The distribution of this document (including an
electronic version) in a jurisdiction outside New Zealand and
Australia may be restricted by law and persons who come into
possession of it (including nominees, trustees or Custodians)
should observe any such restrictions.
No person may subscribe for, purchase, offer, sell, distribute
or deliver the Shares, or be in possession of, or distribute to
any other person, any offering material or any documents in
connection with the Shares, in any jurisdiction other than in
compliance with all applicable laws and regulations. Without
limiting the foregoing, this document may not be sent to or
distributed in the United States.
This document does not constitute an offer to sell, or the
solicitation of an offer to buy, any Shares in the United States.
The Shares to be offered and sold under the Retail Offer have
not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the U.S. Securities Act), or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold in the United States
except in accordance with an available 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.
EBOS will not issue Shares to an Applicant under the Retail
Offer if those Shares, either alone or in conjunction with the
issue of Shares under other Applications received by EBOS,
would contravene the NZX Listing Rues, ASX Listing Rules or
applicable laws.
Changes to the Offer
Subject to the NZX Listing Rules, the ASX Listing Rules and
applicable laws, EBOS reserves the right to alter the dates set
out in this document. EBOS reserves the right to withdraw the
Retail Offer and the issue of new Shares at any time before the
Allotment Date at its absolute discretion.
No Guarantee
No person named in this document (nor any other person)
guarantees the Shares to be issued pursuant to the Retail
Offer or warrants the future performance of EBOS or any
return on any investment made pursuant to this document.
Decision to Participate in the Offer
The information in this document does not constitute a
recommendation to acquire Shares or financial product
advice. This document has been prepared without taking
into account the investment objectives, financial, or taxation
situation or particular needs of any Applicant or investor.
You should seek professional advice from your stockbroker,
solicitor, accountant or other independent and qualified
professional advisers when deciding whether or not to
participate in the Retail Offer.
Privacy
Any personal information you provide in your Application
or Custodian Schedule will be held by EBOS and/or the
Share Registrar at the address set out in the Directory.
This information will be used for the purposes of administering
your investment in EBOS. This information will only be
disclosed to third parties with your consent or if otherwise
required by law. Under the Privacy Act 2020 (NZ) or the
6
EBOS Group Limited | Retail Offer | Offer Document
Important information continued
Privacy Act 1988 (Cth) (as applicable), you have the right to
access and correct any personal information held about you.
Enquiries
For enquiries about the Retail Offer, please contact EBOS’s
Share Registrar (refer to page 18 for contact details).
Defined Terms
Capitalised terms used in this document have the specific
meaning given to them in the Glossary at the back of this
document. Words importing the plural include the singular
and vice versa.
7
EBOS Group Limited | Retail Offer | Offer Document
Letter from the Chair
Dear Shareholder,
Purpose of the Retail Offer
On 9 December 2021, EBOS
announced its plans to
acquire LifeHealthcare,
a leading medical devices
distribution business,
for A$1,167 million
1
(the Acquisition) and an
equity raise to partly fund
the Acquisition. The equity
raise comprises a placement of approximately NZ$674 million
(A$642 million) in new fully paid ordinary Shares, which was
completed on 15 December 2021 (Placement) and a
non-underwritten retail offer by way of a share
purchase plan (Retail Offer) to raise up to NZ$105 million
(A$100 million), with the ability to accept oversubscriptions at
EBOS’ discretion (together, the Equity Raise).
LifeHealthcare is one of the largest independent distributors
of third party medical devices, consumables and capital
equipment, and inhouse manufactured allograft material in
Australia, New Zealand and South East Asia. LifeHealthcare
comprises two primary divisions: Australia and New Zealand
(ANZ) Distribution & Allografts and Asia Distribution. For the
12 months ended 30 June 2021, LifeHealthcare generated
A$326 million in pro forma revenue
2
and A$92 million in pro
forma EBITDA
3
. EBOS anticipates LifeHealthcare will generate
between A$110 million – A$114 million EBITDA in calendar year
2022
4
.
The Acquisition is consistent with EBOS’ strategy of investing
for growth. The strategic rationale for the Acquisition is as
follows:
• Substantially accelerates EBOS’ medical devices strategy
and creates scale
• Enhances and diversifies EBOS’ existing medical devices
portfolio while facilitating entry into new therapeutic areas
and introducing new original equipment manufacturer
(OEM) relationships
• Provides EBOS’ medical devices business with sufficient
breadth and depth to service OEMs across the entire Asia
Pacific region
• Expands and diversifies EBOS’ earnings by division and
geography and increases exposure to the high growth
medical devices sector
• Establishes a measured entry into South East Asia for EBOS
• Creates a platform for EBOS to capitalise on additional
future growth opportunities
• Expected to deliver low double digit EPS accretion in CY22
on a pro forma basis
5
The Acquisition is subject to closing conditions including
obtaining warranty & indemnity insurance and certain
original equipment manufacturer and key counterparty
consents in relation to change of control of LifeHealthcare,
as well as regulatory approvals from the Australian Foreign
Investment Review Board and the New Zealand Commerce
Commission and the finalisation of certain restructuring steps
in respect of Transmedic, and is expected to complete before
30 June 2022
6
. EBOS also has a termination right if a material
adverse effect occurs prior to closing.
Further details of the Acquisition are available in the investor
presentation available on www.shareoffer.co.nz/EBOS and on
EBOS’ website.
Retail Offer overview
As noted above, EBOS is seeking to raise up to NZ$105 million
(A$100 million) through the Retail Offer, with the ability to
accept oversubscriptions at its discretion. Shares will be
issued under the Retail Offer at the lower of NZ$34.50 (being
the price investors paid in the Placement) and the volume
weighted average price of EBOS Shares over the five business
day period prior to, and including, the closing date for the
Retail Offer, being 17 January 2022.
7
The new Shares are
expected to be allotted on or around Monday, 24 January
2022. They will rank equally with existing EBOS Shares on issue
at that date and will be eligible for the dividend which will be
declared by EBOS at its half year results in February 2022.
Participation in the Retail Offer is optional, and each Eligible
Shareholder, being a person who was recorded in EBOS’ share
register as at 7:00pm NZDT / 5:00pm AEDT on 8 December
2021 (Record Date) as being a registered holder of Shares with
an address in New Zealand or Australia (Eligible Shareholders)
has the option to apply to invest as much or as little as they
want, up to the cap of NZ$50,000 for New Zealand holders
and A$47,500 for Australian holders (to allow for NZ$ / A$
exchange rate movements up to the closing date of the Retail
Offer). If the Retail Offer is oversubscribed, applications will be
scaled having regard to existing shareholdings at the Record
Date. The Retail Offer provides an opportunity for Eligible
Shareholders to acquire additional EBOS Shares at a price
1
Representing an enterprise value of approximately A$1,275 million on a 100% consolidated basis excluding lease liabilities, subject to customary purchase price adjustments.
2
On a 100% consolidated basis. Pro forma financials include financials from acquired business for FY21.
3
On a 100% consolidated basis. Pro forma financials include financials from acquired business for FY21.
4
On 100% consolidated basis.
5
See section 7 of the Investor Presentation for the key risks that may impact LifeHealthcare’s ability to achieve the CY22 forecast. EPS accretion includes LifeHealthcare for a
full 12 months and is before amortisation of identifiable intangibles recognised as a result of the Acquisition. Excludes any impact of shares that may be issued under the Retail
Offer.
6
If the Acquisition does not complete as a result of a failure to satisfy conditions (or otherwise), EBOS will need to consider alternative uses for the proceeds of the Placement,
or ways to return the proceeds to shareholders if suitable alternatives cannot be identified.
7
Shares applied for held by ASX shareholders will be issued at the A$ Price.
8
EBOS Group Limited | Retail Offer | Offer Document
Letter from the Chair continued
not exceeding the price investors paid for EBOS Shares in the
Placement.
The Retail Offer has been designed so that most Eligible
Shareholders have the potential to preserve their current
relative shareholding, if they choose to participate
8
.
If you decide to participate in the Retail Offer, please complete
the online application at www.shareoffer.co.nz/EBOS or
complete the physical application form, if provided (and if you
are a Custodian, your Custodian Schedule) accompanying
this document by 7:00pm NZDT / 5:00pm AEDT on Monday,
17 January 2022. Online applications are strongly encouraged.
Further information
Details of the Retail Offer, including the terms and conditions
of how Eligible Shareholders can participate, are contained
in this Offer Document and the application form. Further
information relating to the Retail Offer can also be found
in EBOS’s recent announcements, particularly the investor
presentation and other materials released on Thursday,
9 December 2021, which can be accessed online at
www.nzx.com and www.asx.com.au under the ticker code
EBO. We encourage you to read this Offer Document and to
seek investment advice from a suitably qualified professional
adviser before you consider investing.
Reflecting the Board’s commitment, I can confirm that all
EBOS Directors that are eligible intend to participate in the
Retail Offer.
In the Placement, EBOS prioritized allocating Shares to
existing shareholders, pro rata to their current shareholdings,
and over 88% of the Shares issued were allocated to such
shareholders.
If you have any questions about the Retail Offer, please call
EBOS’s share registrar, Computershare, on 0800 650 034
(toll free within New Zealand) or +61 3 9415 5000 (from
Australia) from 8:30am to 5:00pm NZDT Monday to Friday
(excluding public holidays) or contact your financial adviser
or other professional adviser.
On behalf of the Board, I would like to thank you for your
continued support of EBOS and welcome your participation
in the Retail Offer.
Elizabeth Coutts
Chair, EBOS Group Limited
8 The proposed target Retail Offer size has been set at NZ$105 million (A$100 million), and has been included to provide investors with some visibility on the expected amount
to be raised and level of shares to be issued under the Retail Offer (but may be more or less). This target amount is considered appropriate to provide the opportunity for the
vast majority of shareholders to achieve a pro rata allocation (based on the proposed total size of the capital raising) having regard to an analysis of EBOS’ share register,
and precedent participation rates in other NZX and ASX share purchase plans/retail offers. Any scale back of the Retail Offer will be conducted pro rata based on the holdings
of subscribers on the record date for the Retail Offer. The new shares issued will have the same rights and will rank equally with existing shares on issue. EBOS may decide to
accept applications (in whole or in part) that result in the Retail Offer raising more than NZ$105 million (A$100 million), in its absolute discretion.
9
EBOS Group Limited | Retail Offer | Offer Document
Questions and answers
Defined words and expressions used in this Retail Offer are
capitalised - see the glossary for their definition. These
questions and answers are a summary only and you should
refer to the terms and conditions for further information.
1. What is the Retail Offer?
The Retail Offer allows Eligible Shareholders to purchase
Shares in EBOS (via a share purchase plan) without incurring
brokerage or other transaction costs. You are eligible to
participate in the Retail Offer if you are a shareholder of
EBOS and:
(a) you were registered as a holder of fully paid Shares at the
relevant time on the Record Date, which is 7:00pm NZDT /
5:00pm AEDT on 8 December 2021; and
(b) your registered address is in New Zealand or Australia; and
(c) you do not hold the Shares on behalf of another person who
resides outside of New Zealand or Australia.
In particular, shareholders in the United States are not eligible
to participate in the Retail Offer. Similarly, shareholders
(including trustees, Custodians and nominees) who hold
Shares on behalf of persons in the United States, or are acting
for the account or benefit of persons in the United States, are
not eligible to participate in the Retail Offer on behalf of those
persons.
2. What is the price of the Shares and how many can
I purchase?
The Issue Price will be the lower of:
• NZ$34.50, being the price paid by investors in the Placement
(representing a discount of 5.5% to the closing price of EBOS
Shares on the NZX Main Board of NZ$36.50 on 8 December
2021); and
• the five day volume weighted average price of EBOS shares
traded on NZX Main Board during the five trading days up to,
and including, the Closing Date.
The Issue Price determined above is a New Zealand dollar
amount. Please refer to clause 3 of the Terms and Conditions
for further details on how the A$ Price will be set. The market
price of the Shares may change between the Opening Date,
the date you apply for Shares under the Retail Offer, and the
Allotment Date. The risks associated with this potential market
fluctuation are described in question 7 below.
You may apply for a maximum amount of NZ$50,000 /
A$47,500 of new Shares under the Retail Offer, subject to
scaling.
If you wish to participate in the Retail Offer, you should
complete an Application in accordance with the instructions
set out in question 8 below and make payment for the exact
dollar amount applied for in your Application. If you are a
Custodian, you will need to complete and lodge a Custodian
Schedule. To determine whether you are a Custodian, and how
to obtain a Custodian Schedule, refer to clause 4 of the Terms
and Conditions.
EBOS is inviting Applications for up to NZ$105 million
(A$100 million) of Shares in aggregate, with the ability for EBOS
to accept oversubscriptions at its discretion.
EBOS reserves the right to, at its absolute discretion, scale any
Application for Shares under the Retail Offer. EBOS may scale
back all Applications on a proportionate basis having regard
to the number of EBOS Shares held by the Applicant (or, in
the case of an application made by a Custodian, the relevant
beneficial owner(s) named in the schedule submitted with the
Application) on the Record Date. If your Application is scaled
back by EBOS, your Application monies will be greater than
the amount of new Shares you will be allotted at the Issue Price
and a refund without interest will be issued in accordance with
clause 6 of the Terms and Conditions.
Any fractional Shares allocated under the Retail Offer will be
rounded down to the nearest whole Share and EBOS will retain
any difference less than NZ$5 due to rounding.
All Shares issued under the Retail Offer will be ordinary shares
of EBOS. Shareholders who subscribe under the Retail Offer will
be eligible to participate in any future dividends to be declared
by EBOS.
3. I participated in the Placement. Can I also apply in the
retail offer?
Yes. Eligible Shareholders that participated in the Placement
are also entitled to apply for up to NZ$50,000 / A$47,500 of new
Shares under the Retail Offer, subject to scaling and the rules
applying to trustees or Custodians discussed below.
4. What rights will the Shares have?
Shares under the Retail Offer will rank equally with existing
Shares quoted on the NZX Main Board and ASX, with the same
voting rights, dividend rights and other entitlements.
5. What if I own Shares through a trustee or custodian or own
Shares in more than one capacity?
If you own Shares through a trustee or Custodian (and are
otherwise eligible to participate in the Retail Offer), then subject
to certain certification requirements and other conditions, you
may instruct the trustee or Custodian to purchase Shares on
your behalf, up to the NZ$50,000 / A$47,500 limit. If you own
Shares through a trustee or Custodian and also own Shares in
your own name, then you may either purchase Shares yourself
or instruct your trustee or Custodian to purchase Shares on
your behalf. You may not do both.
If you receive more than one copy of this document, or if you
hold Shares in more than one capacity (e.g. because you are
both a sole and joint holder of Shares), the maximum amount
you may apply to invest under the Retail Offer in all capacities,
and in aggregate, is NZ$50,000 / A$47,500. You may not
10
EBOS Group Limited | Retail Offer | Offer Document
purchase some Shares on your own behalf and some Shares
as a joint holder. By applying to purchase Shares under the
Retail Offer, you represent that you have not exceeded this
NZ$50,000 / A$47,500 limit.
If you are an Eligible Shareholder and hold Shares as
Custodian, you may apply for up to NZ$50,000 / A$47,500
of new Shares for each beneficiary for whom you, directly or
indirectly, act as Custodian provided that you complete, and
submit a certificate (Custodian Schedule) certifying each of the
matters set out in clause 4.4 of the Terms and Conditions of this
Retail Offer.
Each trustee and Custodian must not participate in the Retail
Offer on behalf of, and must not distribute this Offer Document
or any other document relating to the Retail Offer to, any
person in the United States.
6. Is this offer transferable to another person?
No. This Retail Offer is personal to you and non-renounceable,
so if you elect not to purchase any Shares under the Retail
Offer you may not transfer your right to purchase Shares under
the Retail Offer to anyone else.
7. What are the risks of investing in the Retail Offer and what if
I choose not to participate in the Retail Offer?
The market price for the Shares may change between the
Opening Date, the date you apply for Shares under the Retail
Offer, and the Allotment Date. Accordingly, the price paid under
the Retail Offer may be higher or lower than the price at which
the Shares are trading on the NZX Main Board and ASX at the
time the Shares are issued to you under the Retail Offer.
The Share price is quoted on the NZX website: www.nzx.com
and ASX website: www.asx.com.au.
While EBOS has attempted to make the Retail Offer as fair as
possible for Eligible Shareholders by providing for the individual
application cap to be NZ$50,000 / A$47,500 of Shares, and by
providing that any scaling will be having regard to individual
shareholdings at the Record Date, the Retail Offer is not in
accordance with your proportionate shareholding. Even if you
participate in the Retail Offer, your proportionate shareholding
in EBOS may change. Large shareholders may not be able
to obtain sufficient Shares to maintain their percentage
shareholding, while smaller shareholders may be able to
increase their percentage shareholding.
If you do not subscribe for any Shares under the Retail Offer
(in which case no action is required on your part), and other
shareholders do subscribe for Shares, then your percentage
shareholding in EBOS will be reduced.
8. How do I apply for Shares under the Retail Offer?
If you wish to participate in the Retail Offer, you can do
so online at www.shareoffer.co.nz/EBOS or by filling out
the application form accompanying this Offer Document,
if provided (and submitted it per the instructions on the
application form).
By applying to purchase Shares under the Retail Offer,
you represent that you have not exceeded the NZ50,000
/ A$47,500 limit.
If the exact amount of money is not tendered, EBOS reserves
the right not to accept all or part of your payment. In those
circumstances, EBOS will refund all or part of your payment
without interest.
If an Application is rejected, all of the amounts paid will be
refunded to the relevant Applicant. If Applications are scaled
back, the Applicant will receive the number of Shares at the
Issue Price accepted by EBOS following scaling and a refund
of the balance of the relevant payment amount. All refunds
will be made without interest. Any amount less than NZ$5 due
to scaling or rounding will be retained by EBOS. Refunds will
be issued within five business days following the Allotment
Date (see clause 6 of the Terms and Conditions for more
information).
You will not be able to withdraw or revoke your Application once
you have sent it in.
9. How long is the Retail Offer open and when will I receive my
Shares?
The Retail Offer opens on 15 December 2021 and is expected
to close at 7:00pm NZDT / 5:00pm AEDT on 17 January 2022,
unless extended. If you want to participate, you should ensure
you apply with an Application and make payment by 7:00pm
NZDT / 5:00pm AEDT on 17 January 2022.
You will receive Shares issued to you under the Retail Offer on
the Allotment Date, which is currently expected to be on or
around 24 January 2022. Confirmation of the number of Shares
issued to you under the Retail Offer will be sent on the Despatch
Date, currently expected to be on or around 28 January 2022.
Questions and answers continued
11
EBOS Group Limited | Retail Offer | Offer Document
Terms and conditions
If you apply to participate in the Retail Offer by completing the
Application (and, if applicable, a Custodian Schedule), you are
accepting the risk that the market price of Shares may change
between the Opening Date, the date you apply for Shares
under the Retail Offer, and the Allotment Date. This means that
it is possible that up to or after the Allotment Date, you may be
able to buy Shares on the NZX Main Board or the ASX at a lower
price than the Issue Price.
We encourage you to seek your own financial, legal, tax and
their professional advice regarding your participation in the
Retail Offer.
Consistent with the representations, warranties and
acknowledgements contained in these Terms and Conditions
and in the Application, you may not submit any completed
Applications for any person outside Australia or New Zealand.
Failure to comply with these restrictions may result in a
violation of applicable securities laws.
Record Date
Eligible Shareholders registered at 7:00pm NZDT / 5:00pm AEDT on 8 December 2021 may participate in
the Retail Offer.
Opening Date
The Retail Offer opens on 15 December 2021. This document has been mailed to Eligible Shareholders
(who have elected to receive communications in that way) on 15 December 2021, with an accompanying
application form. Online Applications are strongly encouraged.
Closing Date
The Retail Offer closes at 7:00pm NZDT / 5:00pm AEDT on 17 January 2022, unless extended. Applications
and payment in accordance with the instructions provided must be received by the Share Registrar by
this time. Applications may, at EBOS’s option, not be processed or held to be valid if they have not been
received by this time.
Announcement
of Results Date
The completion and results of the Retail Offer will be announced to NZX and ASX on 24 January 2022.
Settlement Date
Settlement of the Retail Offer on 24 January 2022.
Allotment Date
The Shares are proposed to be allotted on or around 24 January 2022, unless the Closing Date is extended.
Commencement
of trading
EBOS expects the Shares will commence trading on the NZX Main Board on 24 January 2022 and ASX on
25 January 2022.
Despatch Date
EBOS expects that a transaction confirmation will be despatched to you on or around 28 January 2022.
1. Offer timetable
EBOS has a discretion to change, at any time, any of the Closing Date, the Allotment Date and the Despatch Date (notwithstanding
that the Retail Offer has opened, or Applications have been received) by lodging a revised timetable with NZX and ASX.
12
EBOS Group Limited | Retail Offer | Offer Document
2. Eligible Shareholders
2.1. You may participate in the Retail Offer if you are an Eligible
Shareholder. An Eligible Shareholder is a person who,
at 7:00pm NZDT / 5:00pm AEDT on the Record Date,
was recorded on EBOS’ share register as being a registered
holder of Shares in EBOS and having an address in New
Zealand or Australia, unless that person holds Shares
on behalf of another person who resides outside New
Zealand or Australia. Joint holders of Shares are taken to
be a single registered holder of Shares for the purposes of
determining whether they are an Eligible Shareholder and
the certification on the Application is taken to have been
given by all of them.
2.2. If you are an Eligible Shareholder, your rights under this
Retail Offer are personal to you and non-renounceable,
so you may not transfer them.
2.3. EBOS accepts no liability where an Eligible Shareholder
does not receive any document relating to the Retail Offer
in time.
2.4. Shareholders who are in the United States or are elsewhere
outside of New Zealand or Australia are not entitled to
participate in the Retail Offer. Similarly, Shareholders who
hold Shares on behalf of persons who are in the United
States, or on behalf of persons who reside elsewhere outside
New Zealand or Australia, are not entitled to participate in
the Retail Offer on behalf of those persons.
3. Issue Price and number of Shares
3.1. The Issue Price for Shares under the Retail Offer is the lower of:
(a) NZ$34.50, being the price payable by investors in the
Placement (representing a discount of 5.5% to the closing
price of EBOS Shares on the NZX Main Board of NZ$36.50
on 8 December 2021); and
(b) the five day volume weighted average price of EBOS
Shares traded on NZX Main Board during the five trading
days up to, and including, the Closing Date.
3.2. The Issue Price and the A$ Price will be fixed as at 6:00pm
NZDT / 4:00pm AEDT on the Closing Date of 17 January 2022
and EBOS expects to announce the Issue Price to NZX and
ASX on 18 January 2022.
3.3. Eligible Shareholders may elect to purchase an amount of
Shares up to a maximum amount of NZ$50,000 / A$47,500,
subject to scaling, by completing an Application. Any
fractional Shares allocated under the Retail Offer will be
rounded down to the nearest whole number of Shares.
3.4. The Issue Price is a New Zealand dollar amount. The market
price of the Shares may change between the Opening Date,
the date you apply for Shares under the Retail Offer, and
the Allotment Date.
3.5. Eligible Shareholders may only make a single application
for Shares under the Retail Offer. This applies to all Eligible
Shareholders, including those who receive more than one
offer under the Retail Offer (for example, because they hold
Shares in more than one capacity) and including whether
the Eligible Shareholder is applying through a Custodian
or on his or her own behalf. Accordingly, if you own Shares
through a trustee or Custodian and also own Shares in your
own name, then you may either purchase Shares yourself
or instruct your trustee or Custodian to purchase Shares on
your behalf. You may not do both.
3.6. EBOS is inviting Applications for up to NZ$105 million
(A$100 million) of Shares. EBOS reserves the right to
accept oversubscriptions to the extent it is able to do so.
EBOS reserves the right to scale back Applications having
regard to the number of EBOS Shares held by the Applicant
(or, in the case of an application made by a Custodian,
the relevant beneficial owner(s) named in the schedule
submitted) on the Record Date.
4. Custodians
4.1. Under the Retail Offer, a Custodian is any Eligible
Shareholder:
(a) in the case of any Eligible Shareholder having a
registered address in New Zealand, that:
(i) is a trustee corporation or a nominee company and
holds Shares in EBOS by reason only of acting for
another person in the ordinary course of business of
that trustee corporation or nominee company; or
(ii) holds Shares in EBOS by reason only of being a bare
trustee of a trust to which the Shares are subject.
(b) in the case of any Eligible Shareholder having a
registered address in Australia, provides a custodial or
depository service in relation to Shares of EBOS and who:
(i) holds an Australian financial services licence covering
the provision of a custodial or depository service;
(ii) is exempt from the requirement to hold an Australian
financial services licence covering the provision of a
custodial or depository service;
(iii) holds an Australian financial services licence covering
the operation of an IDPS (as defined in ASIC Class
Order [CO 13/763]) or is a responsible entity of an
IDPS-like scheme (as defined in ASIC Class Order
[CO 13/762]);
(iv) is a trustee of a self-managed superannuation fund
or a superannuation master trust; or
(v) is a registered holder of Shares and is noted on the
register of members of EBOS as holding the Shares on
account of another person.
Terms and conditions continued
13
EBOS Group Limited | Retail Offer | Offer Document
4.2. Custodians may apply to purchase Shares for an amount
greater than NZ$50,000 / A$47,500, provided that the
Custodian only applies for no more Shares than collectively
have an aggregate application price of NZ$50,000 /
A$47,500 for each beneficial owner for whom the Custodian
acts as a Custodian. Each beneficial owner may only direct
the Custodian to apply on behalf of that beneficial owner
for a single Share parcel.
4.3. Custodians must confirm to EBOS that they are holding
Shares as a Custodian for one or more beneficial owners
and certify the matters described in clause 4.4 below by
providing a Custodian Schedule. To request a Custodian
Schedule, or if you would like further information on how to
apply for Shares as a Custodian, you should contact EBOS’
Share Registrar at any time from 8:30am to 5:00pm NZDT
/ 6:30am to 3:00pm AEDT (Monday to Friday) prior to the
Closing Date at EBOS@computershare.co.nz.
4.4. If a Custodian applies to purchase Shares on behalf of
one or more beneficial owners, the Custodian must certify
to EBOS in writing the following matters in the form and
manner set out in the Custodian Schedule (available
on request from the Share Registrar) that satisfies the
requirements under the ASIC Instrument:
(a) that the Custodian holds Shares on behalf of:
(i) one or more other persons (who would be Eligible
Shareholders if they held Shares directly) that are not
Custodians; and/or
(ii) another Custodian (Downstream Custodian) that
holds beneficial interests in Shares on behalf of
one or more other persons (who would be Eligible
Shareholders if they held Shares directly) to which
those interests relate, 7:00pm NZDT / 5:00pm AEDT on
the Record Date, each, a “Participating Beneficiary”,
who have subsequently instructed the Custodian, and/
or the Downstream Custodian, to apply for Shares
under the Retail Offer on their behalf;
(b) the number of Participating Beneficiaries and their
names and addresses;
(c) the number of Shares that the Custodian holds on behalf
of each Participating Beneficiary;
(d) the dollar amount of Shares that each Participating
Beneficiary has instructed the Custodian, either directly
or indirectly through a Downstream Custodian, to apply
for on their behalf;
(e) that there are no Participating Beneficiaries in respect of
which the total of the Application price for the following
exceeds NZ$50,000 / A$47,500:
(i) new Shares applied for on their behalf under the Retail
Offer; and
(ii) in respect of Participating Beneficiaries with a registered
address in Australia, any other Shares issued to the
Custodian (as a result of an instruction given to the
Custodian or a Downstream Custodian) for that
Participating Beneficiary under any arrangement
similar to the Retail Offer in the 12 months prior to the
Application for new Shares under the Retail Offer;
(f) that a copy of this document was given to each
Participating Beneficiary;
(g) where the Custodian holds Shares on behalf of a
Participating Beneficiary indirectly, through one or more
Downstream Custodians, the name and address of each
Downstream Custodian; and
(h) that the beneficial owner on whose behalf the Custodian
is submitting an Application is not making an application
as an Eligible Shareholder for Shares under the
Retail Offer, and no other Custodian is submitting an
Application under the Retail Offer for that beneficial
owner.
4.5. A Custodian must not participate in the Retail Offer on
behalf of, or distribute this Offer Document or any other
document relating to the Retail Offer to, any person in the
United States.
5. Completing an Application and paying for Shares
5.1. If you are an Eligible Shareholder and you wish to
participate in the Retail Offer, you must complete an
Application at www.shareoffer.co.nz/EBOS or by completing
the application form (accompanying this Offer Document,
where posted) and make payment in accordance with the
instructions provided (including using the unique identifier,
when making payment, noted in the Application). If you are
a Custodian, you must also complete a Custodian Schedule
which may be obtained from EBOS’s Share Registrar as
noted in clause 4.3 above.
5.2. Eligible Shareholders must make payment for the exact
dollar amount applied for on their Application.
5.3. To be valid, your Application (and, if applicable,
Custodian Schedule) and payment must be received by
Computershare Investor Services Limited by 7:00pm NZDT /
5:00pm AEDT on the Closing Date.
6. EBOS’ discretion to accept or reject Applications
6.1. EBOS has discretion to accept or reject your Application to
purchase Shares under the Retail Offer, including (without
limitation) if:
(a) your Application or Custodian Schedule (if applicable)
is incorrectly completed or incomplete or otherwise
determined by EBOS to be invalid;
(b) your payment is dishonoured or has not been completed
correctly;
Terms and conditions continued
14
EBOS Group Limited | Retail Offer | Offer Document
(c) your payment is not in New Zealand or Australian dollars
for the exact dollar amount of Shares that you have
specified in your Application;
(d) it appears that you are applying to buy more than
NZ$50,000 / A$47,500 (in aggregate) of Shares (except if
you are a Custodian applying on behalf of more than one
beneficial owners in accordance with clause 4.2);
(e) your Custodian Schedule (if applicable) or payment is
received after the Closing Date. While EBOS has discretion
to accept late Applications, Custodian Schedules (if
applicable) and payments, there is no assurance that
it will do so. Late Applications, Custodian Schedules
(if applicable) and payments, if not processed, will be
returned to you at your registered address. No interest will
be paid on any application money returned to you;
(f) EBOS believes that you are not an Eligible Shareholder or
Custodian; or
(g) EBOS considers that your Application does not comply
with these Terms and Conditions.
6.2. EBOS reserves the right to scale back at its absolute
discretion any Application for Shares under the Retail Offer.
EBOS may scale back Applications having regard to the
number of EBOS Shares held by the Applicant (or, in the
case of an application made by a Custodian, the relevant
beneficial owner(s) named in the schedule submitted) on
the Record Date.
6.3. If an Application is rejected, all of the relevant amounts
will be refunded to the Applicant. If Applications are scaled
back, the Applicant will receive the number of Shares at the
Issue Price in respect of which the Application is accepted
and a refund of the balance of the relevant application
payment. All refunds will be made without interest.
6.4. Any difference less than NZ$5 due to scaling or rounding
will be retained by EBOS and not refunded.
6.5. Refunds will be made by direct credit to the bank account
held by EBOS’s Share Registrar. Refunds will be issued within
five business days following the Allotment Date. If no bank
account is held by the Share Registrar, then the refund
payment will be withheld until a bank account is provided.
7. Significance of submitting an Application
7.1. If you apply to participate in the Retail Offer by completing
an Application (and, if applicable, a Custodian Schedule):
(a) your application, on these Terms and Conditions, will be
irrevocable and unconditional (i.e. it cannot be withdrawn);
(b) you certify to EBOS that you are an Eligible Shareholder
entitled to apply for Shares under these Terms and
Conditions and you agree to indemnify, among others,
EBOS for any loss suffered as a result of any breach by
you of the selling restrictions contained in these Terms
and Conditions;
(c) you agree to be bound by the Constitution of EBOS;
(d) you certify to EBOS that you are not applying for Shares
under the Retail Offer with a total Application price in
excess of NZ$50,000 / A$47,500 from the following:
(i) the Shares under the Retail Offer the subject of the
Application;
(ii) in the case of Eligible Shareholders with a registered
address in Australia, any other Shares applied for by
you under a similar arrangement in the 12 months
before the Application; and
(iii) any other Shares under the Retail Offer which you have
instructed a Custodian to acquire on your behalf under
the Retail Offer or, in the case of Eligible Shareholders
in Australia, under a similar arrangement in the
12 months before the Application;
(e) without limiting EBOS’s discretion to accept or reject
Applications in clause 6 above, you authorise EBOS
(and its officers or agents) to correct any error in, or
omission from, your Application (and, if applicable,
your Custodian Schedule) and to complete the
Application (and, if applicable, the Custodian Schedule)
by the insertion of any missing details;
(f) you acknowledge that EBOS may at any time irrevocably
determine that your Application (and, if applicable, your
Custodian Schedule) is valid, in accordance with these
Terms and Conditions, even if your Application (or, as
applicable, your Custodian Schedule) is incomplete,
contains errors or is otherwise defective;
(g) you acknowledge that none of EBOS, its advisers or
agents has provided you with investment advice or
financial product advice, and that none of them has an
obligation to provide advice concerning your decision to
apply for and purchase Shares under the Retail Offer;
(h) you acknowledge the risk that the market price for the
Shares may change between the Opening Date, the
date you apply for Shares under the Retail Offer, and
the Allotment Date. A change in market price during this
period may affect the Issue Price or value of the Shares
you receive under the Retail Offer;
(i) you acknowledge that EBOS is not liable for any exercise of
its discretions referred to in these Terms and Conditions;
(j) you irrevocably and unconditionally agree to these Terms
and Conditions and agree not to do any act or thing
which would be contrary to the spirit, intention or purpose
of the Retail Offer;
(k) you represent that you are not in the United States and
you are not acting for the account or benefit of a person
in the United States (or, in the event that you do act for
the account or benefit of a person in the United States,
you are not participating in the Retail Offer in respect of
that person);
Terms and conditions continued
15
EBOS Group Limited | Retail Offer | Offer Document
(l) you acknowledge that the Shares have not been, and
will not be, registered under the U.S. Securities Act or
the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold in the
United States, except in accordance with an available
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;
(m) you acknowledge that the Shares may only be
offered and sold outside the United States in “offshore
transactions” (as defined and in reliance on Regulation
S under the U.S. Securities Act);
(n) you represent that you have not, and you agree that you
will not, send this Offer Document or any other materials
relating to the Retail Offer to any person in the United
States or elsewhere outside Australia and New Zealand;
(o) you acknowledge and agree that if in the future you
decide to sell or otherwise transfer the Shares, you will
only do so in standard brokered transactions on the NZX
Main Board or ASX, where neither you nor any person
acting on your behalf knows, or has reason to know, that
the sale has been pre-arranged with, or the purchaser is,
a person in the United States; and
(p) if you are acting as a trustee, nominee or Custodian,
each beneficial holder on whose behalf you are
participating is resident in Australia or New Zealand.
7.2. If a Custodian applies to purchase Shares under the Retail
Offer for a beneficial owner pursuant to clause 4.2:
(a) the certification referred to in clause 7.1(d) will be taken
to be given by the beneficial owner on whose behalf the
Custodian is applying to purchase Shares; and
(b) in addition to the matters referred to in clause 7.1,
the Custodian also certifies each of the matters set out
in the Custodian Schedule.
8. The Shares
8.1. Shares issued under the Retail Offer will rank equally in all
respects with existing Shares quoted on the NZX Main Board
and ASX, with the same voting rights, dividend rights and
other entitlements. The Shares to be issued under the Retail
Offer have been accepted for quotation on the NZX Main
Board, and an Application will be made for their quotation
on the ASX, and it is expected that the Shares will be quoted
upon completion of the allotment procedures. However,
neither NZX nor ASX accepts any responsibility for any
statement in this document.
8.2 The issue of new Shares under the Retail Offer is undertaken
in accordance with the NZX Listing Rules and ASX Listing
Rules. This means that Eligible Shareholders in New
Zealand will be eligible to participate in this Retail Offer,
notwithstanding that their participation may exceed
the NZ$15,000 per shareholder 12 month limit that would
otherwise apply. The issue of new Shares under the Retail
Offer up to a maximum amount of A$47,500 per Eligible
Shareholder (or per beneficial owner, in the case of holdings
by Custodians) in Australia, is being undertaken pursuant
to the ASIC Instrument, the ASIC relief granted to EBOS on
8 December 2021 and the ASX waiver granted to EBOS on
8 December 2021.
9. Financial statements
9.1. You may obtain free of charge the most recent annual
report and financial statements of EBOS by contacting
EBOS’s Share Registrar, Computershare Investor Services
Limited, or you may download the reports from the EBOS
website: https://investor.ebosgroup.com/
10. Amendments to the Retail Offer and waiver of compliance
10.1. Notwithstanding any other term or condition of the Retail
Offer and/or the Application, EBOS may, at its discretion:
(a) make non-material modifications to the Retail Offer or
these Terms and Conditions without notice (in which
case Applications for Shares under the Retail Offer will
remain binding on all Applicants notwithstanding such
modification and irrespective of whether an Application
and/or payment was received by the Share Registrar
before or after such modification is made); and/or
(b) suspend or terminate the Retail Offer at any time prior
to the issue of the Shares under the Retail Offer. If the
Retail Offer is terminated, Application monies will be
refunded to Applicants without interest.
10.2. EBOS reserves the right to waive compliance with any
provision of these Terms and Conditions (either generally,
or in respect of a particular Applicant or Applicants).
11. Governing law
11.1. These Terms and Conditions shall be governed by and
construed in accordance with the laws of New Zealand and
Australia (to the extent applicable).
12. Disputes
12.1. If any dispute arises in connection with the Retail Offer,
EBOS may settle it in any manner it thinks fit. It may do
so generally or in relation to any Applicant, Application or
Share. EBOS’s decision will be final and binding.
13. Inconsistency
13.1. Unless otherwise determined by the directors of EBOS,
in the event of any inconsistency between the Terms and
Conditions of the Retail Offer and:
(a) the accompanying letter from the Chair and Questions and
Answers, the Terms and Conditions take precedent; and
(b) EBOS’s constitution, EBOS’s constitution shall prevail.
Terms and conditions continued
Glossary
A$
Australian dollars, being the lawful currency of Australia.
A$ Price
The A$ equivalent of the Issue Price determined using the Exchange Rate and rounded to the
nearest cent, which is expected be announced by EBOS on 18 January 2022.
Acquisition
The acquisition of LifeHealthcare from funds advised by Pacific Equity Partners and other
minority holders.
AEDT
Australian Eastern Daylight Time.
Allotment Date
On or around 24 January 2022, unless extended.
Applicant
An applicant for Shares in the Retail Offer.
Application
An application for Shares under the Retail Offer made either online through
www.shareoffer.co.nz/EBOS or through submitting a completed application form, if provided.
ASIC
The Australian Securities and Investments Commission.
ASIC Instrument
ASIC Corporations (Share and Interest Purchase Plans) Instrument (2019/547).
ASX
ASX Limited or the market it operates (as the context requires).
ASX Listing Rules
The official listing rules of the ASX.
Board
The board of directors of EBOS.
Closing Date
17 January 2022, unless extended.
Custodian
See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.
Custodian Schedule
The schedule that satisfies the requirements set out in clause 4.4 of the Terms and Conditions
and must be submitted by an Applicant that is a Custodian (available on request from the Share
Registrar).
Despatch Date
On or around 28 January 2022, unless extended.
Downstream Custodian
See clause 4.4 of the Terms and Conditions for the definition of “Downstream Custodian”.
Eligible Shareholder
A person who was recorded in EBOS’s share register as being a registered holder of Shares and
having a registered address in New Zealand or Australia as at 7:00pm NZDT / 5:00pm AEDT on
8 December 2021. A person who holds Shares on behalf of a person who resides outside New
Zealand or Australia is not eligible to participate in the Retail Offer in respect of that person.
Similarly, a person in the United States, or acting for the account or benefit of a person in the
United States, is not eligible to participate in the Retail Offer.
EBOS
EBOS Group Limited, a company listed on the NZX Main Board and ASX.
Exchange Rate
The NZ$:A$ exchange rate published by the Reserve Bank of Australia on its website at 4:00 pm
AEDT / 6:00pm NZDT on the Closing Date.
16
EBOS Group Limited | Retail Offer | Offer Document
Glossary continued
Investor Presentation
The investor presentation published in connection with the Placement and the Retail Offer on
9 December 2021.
Issue Price
The price at which the Shares will be issued pursuant to the Retail Offer, being the lower of:
(a) NZ$34.50 per Share (being the price paid by investors in the Placement); and
(b) the five day volume weighted average price of EBOS shares traded on NZX Main Board during
the five trading days up to, and including, the Closing Date.
NZDT
New Zealand Daylight Time.
NZX
NZX Limited
NZX Listing Rules
The listing rules of NZX applying to the NZX Main Board.
NZX Main Board
The NZX Main Board equity securities market operated by NZX.
Opening Date
15 December 2021.
Participating
Beneficiary
See clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.
Placement
The placement of Shares announced to NZX / ASX on 9 December 2021.
Record Date
7:00pm NZDT / 5:00pm AEDT on 8 December 2021.
Retail Offer
The share purchase plan detailed in this Offer Document.
Shares
Ordinary shares of EBOS Group Limited.
Share Registrar
EBOS’s share registrar, Computershare Investor Services Limited.
Terms and Conditions
The terms and conditions of the Retail Offer detailed in this document.
U.S. Securities Act
The U.S. Securities Act of 1933, as amended.
17
EBOS Group Limited | Retail Offer | Offer Document
Directory
18
EBOS Group Limited | Retail Offer | Offer Document
EBOS Group Limited is a company incorporated with limited liability under the New Zealand Companies Act 1993, with the
New Zealand company number 120844.
For investor relations queries contact: ebos@ebosgroup.com
Directors of EBOS
Liz Coutts (Chair)
Tracey Batten
Nick Dowling
Stuart McGregor
Stuart McLauchlan
Sarah Ottrey
Peter Williams
Issuer
EBOS Group Limited
108 Wrights Road,
Christchurch 8024
New Zealand
Phone +64 3 338 0999
https://investor.ebosgroup.com/
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
New Zealand
Private Bag 92119
Victoria Street West
Auckland 1142
Email: ebos@computershare.co.nz
Phone: 0800 650 034 (within NZ) or +64 9 488 8777 (outside NZ)
www.investorcentre.com/nz
New Zealand legal advisers
Chapman Tripp
Australian legal advisers
King & Wood Mallesons
19
EBOS Group Limited | Retail Offer | Offer Document
THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
ebosgroup.com
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.