Metro announce refinance, placement, capital raise plan

Market Release NZX: MPG, ASX: MPP

Page | 1
12 September 2024

Metro Performance Glass Reaches Conditional Agreement for Extended and
Revised Funding Facilities and Significant Equity Investment, and Updated Plan for
Capital Raise by way of Pro Rata Offer

Metro Directors are pleased to announce the company has entered into conditional
agreements (“ terms sheets”) with Cowes Bay Group Pty Ltd, a large Australian based
family office. Under the terms sheets, Cowes Bay will become a shareholder in Metro
through a placement of new shares, provide a commitment to invest further capital
in the Company’s planned equity capital raise, and become the company’s main
lender. The Directors have also agreed to support Cowes Bay appointing a director
to Metro’s board.

Cowes Bay brings substantial manufacturing and investment experience in New
Zealand and Australian companies. Simon Bennett, Executive Director of Metro said
“We are very pleased to be partnering with Cowes Bay. They are a strong strategic
and financial supporter, and their input will greatly assist us in resetting our NZ
business to return it to sustainable profitability and further grow our successful
Australian business.”

Placement
The terms sheets provide for Cowes Bay to subscribe for 27.8 million new ordinary
shares in Metro at a price of 7 cents per share, raising approximately $1.9 million.
On completion CBG will hold a 13% shareholding in Metro.


Loan Facilities
Cowes Bay is entering into an agreement with Metro’s existing banking syndicate to
step into the lending syndicate and refinance the company’s loan facilities.

Under the terms sheets with Cowes Bay, Metro’s loan facilities will be extended to
31 October 2027 and the structure amended to provide Metro with an overall
funding package which allows both time and headroom for it to execute its medium
term strategies. Other terms under the facility, including sizing and pricing remain
materially unchanged.

Conditions
The agreement with the banks and terms sheets and resulting transactions are
conditional on satisfaction of confirmatory due diligence by Cowes Bay and
completion of final documentation. These are expected to be completed in
approximately 4 weeks.

Capital raise by way of pro rata issue
The Board’s previously announced intention to raise capital remains, reflecting the
extension of the term of the Loan Facilities and the proceeds of the Placement. The
Board now expects to target raising $10 to $15m of capital from shareholders
through a pro rata issue soon after the completion of the transactions above.

As part of the terms sheets, Cowes Bay has committed that it will take up its pro rata
entitlement under the pro rata offer, and that it intends to subscribe for shortfall
shares not taken up, provided that the subscription amount does not result in its
shareholding in Metro exceeding 19.9%. This is based on the expected terms of the
offer, being a pro rata offer at a subscription price of 3 cents per share.

Under a pro rata offer all existing shareholders would receive the opportunity to
subscribe for new shares at the subscription price for each existing share they hold.
The amount of new shares will depend on the amount of capital sought, but for
illustrative purposes, this would represent 1.6 new shares for each existing share
held for a $10 million raise, and 2.3 new shares for each existing share held for a $15
million raise.

As noted in the company’s 29 May release, the board and management have and
continue to implement a range of initiatives in its New Zealand business to improve
operational performance, remove unnecessary costs and better serve its customers
in an extremely tough market environment. The company has been encouraged by
the strong engagement and commitment it has received from its people and
customers.

“We are pleased Cowes Bay has recognised the capability of Metro’s people across
New Zealand and Australia and the opportunities for Metro to profitably grow in
New Zealand and Australia by supporting our customers. We look forward to
working with Cowes Bay to deliver substantial value growth for shareholders” said
Mr Bennett.

Cowes Bay

Cowes Bay Group is a large, well-resourced investment firm based in Melbourne with
investments across publicly traded and private market instruments and direct equity
investments in operating companies. Its direct investment focus is on capable and
market leading manufacturing companies where Cowes Bay can work with
management and other stakeholders to create long term, sustainable growth.


ENDS

For further information please contact:
Simon Bennett – Executive Director: 021 036 8387