Acquisitions and Equity Raising
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10 April 2025
NZX/ASX Code: EBO
Not for release or distribution in the United States
EBOS IS RAISING UP TO A$250M (NZ$272M) VIA A PLACEMENT AND RETAIL OFFER TO FUND TWO
BOLT-ON ACQUISITIONS
KEY HIGHLIGHTS
• Consistent with EBOS’ strategy of investing for growth, the Group has completed two
acquisitions (together, the “Acquisitions”) since the commencement of the second half of FY25:
o EBOS acquired SVS Veterinary Supplies (“SVS”)
1
, a leading supplier of pet medicines and
other products to veterinary clinics and specialty retailers in New Zealand for upfront
consideration of NZ$115 million and an earn-out of up to NZ$10 million. The upfront
acquisition price represents approximately 7x EBITDA for the twelve months to 31 March
2025
2
o As previously announced, EBOS has acquired the remaining 10% stake in Transmedic that
it did not already own for consideration of approximately A$35 million
• EBOS will raise approximately A$200 million (NZ$217 million) via an underwritten placement and
will undertake a non-underwritten retail offer to raise up to A$50 million (NZ$54 million)
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• Funds raised in excess of the amounts paid for the Acquisitions will provide further balance sheet
capacity to fund additional future growth opportunities
• EBOS has a strong track record of frequent acquisitions and an active pipeline of potential bolt-
on M&A opportunities within its core markets that it expects would be synergistic with its
existing operations
• EBOS reiterates its guidance that it expects to generate underlying EBITDA of between A$575
million to A$600 million in FY25, prior to any contribution from SVS
• In combination with the placement and retail offer, the Acquisitions are expected to be low
single digit percentage EPS accretive in FY25 on a pro forma basis
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ACQUISITION OF SVS
EBOS Group Limited (“EBOS”) acquired SVS from entities associated with the founder on 31 March
2025. SVS is a leading supplier of pet medicines and other products to over 500 veterinary clinics and
specialty retailers in New Zealand. SVS supplies a comprehensive suite of products for companion
and large animals on behalf of over 200 suppliers.
The business has over 100 employees across five locations, with two sites in Hamilton and one each
in Palmerston North, Wellington and Christchurch.
1
Acquisition includes SVS Veterinary Supplies Limited and associated entities. The purchase price is subject to
customary adjustment mechanisms for movements (if any) in working capital and net debt.
2
Based on management forecasts and actual results for 11 months to 28 February 2025.
3
EBOS has discretion to accept oversubscriptions above this amount.
4
EPS accretion as if EBOS had owned SVS and 100% of Transmedic for the full 12 month period.
2
SVS has a track record of stable revenue growth and, for the 12 months ended 31 March 2025, is
expected to generate revenue of approximately NZ$280 million (A$254 million) and EBITDA of
approximately NZ$17 million (A$15 million)
5
.
Upfront consideration for the acquisition of SVS is NZ$115 million (A$105 million) with an earn-out of
up to NZ$10 million (A$9 million)
6
. The upfront acquisition price represents approximately 7x EBITDA
for the twelve months to 31 March 2025.
EBOS has entered into arrangements with SVS’ founder and key management who are expected to
remain with the business for a period of time.
EBOS CEO, John Cullity, said: “We are excited to welcome SVS to EBOS. SVS is a long-standing and
successful business with a leading position in New Zealand. The acquisition represents a logical
expansion of our existing veterinary wholesale business in Australia and, over time, we see
opportunities to share relationships and best practice across these businesses”.
ACQUISITION OF REMAINING 10% IN TRANSMEDIC
As previously announced, EBOS has acquired the remaining 10% stake in Transmedic which it did not
already own for A$35 million
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. This follows EBOS’ initial acquisition of 51% of Transmedic in May
2022 as part of the LifeHealthcare acquisition and acquisition of a further 39% stake in December
2023.
Transmedic has performed strongly under EBOS’ control and moving to 100% ownership is aligned
with EBOS’ strategy to grow in the attractive Southeast Asian medical device distribution market.
EBOS FY25 TRADING UPDATE
EBOS reiterates the guidance provided in August 2024 and February 2025 that it expects to generate
underlying EBITDA of between A$575 million to A$600 million in FY25.
This guidance excludes any contribution from SVS. Transmedic’s earnings have been consolidated in
EBOS’ financial statements since the acquisition of the initial 51% interest in May 2022.
EQUITY RAISING
EBOS will raise approximately A$200 million (NZ$217 million) via a fully underwritten placement of
new ordinary shares to eligible investors (“Placement”)
8
and up to A$50 million (NZ$54 million)
9
via a
non-underwritten retail offer to eligible existing shareholders (“Retail Offer”).
5
Based on management forecasts and actual results for 11 months to 28 February 2025 and an AUD:NZD
exchange rate of 1.1004 as at 31 March 2025.
6
Based on an AUD:NZD exchange rate of 1.1004 as at 31 March 2025.
7
An additional deferred consideration amount may be payable in FY26 and is not expected to be material.
8
Based on an AUD:NZD exchange rate of 1.0861 as at 10 April 2025. The ultimate A$ amount raised in the
Placement will depend on the AUD:NZD exchange rate as reported by the Reserve Bank of Australia at 4pm
AEST on 10 April 2025.
9
The target Retail Offer size of A$50 million is the expected amount to be raised under the Retail Offer,
however it may be more or less. EBOS may in its absolute discretion decide to accept applications (in whole or
in part) that result in the Retail Offer raising more than A$50 million. Further details of the Retail Offer will be
contained in the Retail Offer Booklet, which will be sent to eligible EBOS shareholders on 16 April 2025.
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Funds from the Placement and the Retail Offer in excess of the amounts paid for the Acquisitions will
provide further balance sheet capacity, before being deployed over time for additional growth
opportunities. EBOS has a strong track record of frequent acquisitions and an active pipeline of
potential bolt-on M&A opportunities within its core markets that it expects would be synergistic with
its existing operations.
EBOS will continue to apply the same financial discipline that it has done with prior successful
acquisitions, focusing on EPS accretion, ROCE, and maintaining a strong balance sheet.
PLACEMENT
The new shares to be issued under the Placement will be issued at a fixed price of NZ$36.65 per
share
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, representing a discount of 5.0% to the last NZX closing price of NZ$38.56 per share as at 10
April 2025. The Placement will result in approximately 5.9 million new shares being issued,
representing approximately 3.0% of EBOS’ existing shares on issue.
New shares to be issued under the Placement will rank equally with existing EBOS shares on issue
and will be quoted on the NZX and ASX from the date of Placement allotment.
EBOS intends that eligible shareholders who apply for up to their ‘pro rata’
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share of the equity
raising will be allocated their full bid on a best endeavours basis.
The Placement is fully underwritten by UBS New Zealand Limited
12
.
RETAIL OFFER
EBOS will conduct a non-underwritten Retail Offer to eligible existing shareholders to raise up to
A$50 million (NZ$54 million), with the ability to accept oversubscriptions at EBOS’ discretion.
Eligible EBOS shareholders in New Zealand and Australia will be invited to apply for up to NZ$100,000
and A$45,000, respectively, of new shares under the Retail Offer, free of any brokerage, commission
and transaction costs.
The maximum application size has been selected with the objective of enabling as many retail
shareholders as possible to apply for their pro rata share of the equity raising under the Retail Offer.
New shares to be issued under the Retail Offer will be issued at the lower of the Placement Price and
the five-day VWAP of EBOS shares traded through the NZX Main Board up to, and including, the
closing date of the Retail Offer.
New Shares to be issued under the Retail Offer will rank equally with existing EBOS shares on issue
and will be quoted on the NZX and ASX from the date of Retail Offer allotment.
10
The A$ issue price for the Retail Offer and Placement will be determined based on the AUD:NZD exchange
rate as reported by the Reserve Bank of Australia at 4pm AEST on the Retail Offer closing date and at 4pm AEST
on 10 April 2025 respectively.
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An eligible shareholder’s ‘pro rata’ share will be estimated by reference to the latest available EBOS
beneficial register. Nothing in this release gives a shareholder a right or entitlement to participate in the
Placement and EBOS has no obligation to reconcile assumed holdings (e.g. for recent trading or swap positions)
when determining a shareholder’s ‘pro rata’ share. EBOS and the Lead Manager disclaim any duty or liability
(including for negligence) for determining eligible shareholder’s ‘pro rata’ share.
12
For further details regarding the nature of the underwriting arrangements, please see section 5 of the
investor presentation released to the ASX and NZX on 10 April 2025.
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If the Retail Offer is oversubscribed, any scale back of allocations will be on a pro rata basis based on
shareholdings of subscribers on the Retail Offer record date (being 7:00pm NZST / 5:00pm AEST on
Wednesday, 9 April 2025.
Full details of the Retail Offer will be set out in the Retail Offer booklet, which will be released to the
NZX and ASX, and sent to eligible shareholders on Wednesday, 16 April 2025. The closing date for
applications by eligible shareholders is Tuesday, 6 May 2025.
The Retail Offer is not underwritten.
FINANCIAL IMPACT
In combination with the Placement and the Retail Offer, the Acquisitions are expected to be low
single digit percentage EPS accretive in FY25 on a pro forma basis
13
.
Pro forma 31 December 2024 net debt / LTM EBITDA is below 2.0x
14
.
KEY DATES
Description Date (NZ Time)
Record date for Retail Offer 7pm, Wednesday, 9 April 2025
Trading halt lodged on NZX and ASX Thursday, 10 April 2025
Announcement of the Placement and Retail Offer, Placement
bookbuild opens
Thursday, 10 April 2025
Placement bookbuild closes Thursday, 10 April 2025
Trading halt lifted - trading of shares resumes on NZX and ASX Friday, 11 April 2025
Retail Offer opens and Retail Offer Booklet is made available Wednesday, 16 April 2025
Settlement of Placement Shares on ASX Wednesday, 16 April 2025
Settlement of Placement Shares on NZX Thursday, 17 April 2025
Allotment & commencement of trading of new shares on NZX
and ASX
Thursday, 17 April 2025
Retail Offer closes 5pm, Tuesday, 6 May 2025
Announcement of results of Retail Offer Monday, 12 May 2025
Allotment of Retail Offer shares on NZX and ASX Tuesday, 13 May 2025
Commencement of trading of new shares issued under the
Retail Offer on NZX
Tuesday, 13 May 2025
Commencement of trading of new shares issued under the
Retail Offer on ASX
Wednesday, 14 May 2025
All dates and times are indicative and subject to change without notice. EBOS and UBS New Zealand
Limited reserve the right to amend any or all of these dates and times subject to the Corporations
Act, the ASX Listing Rules, the NZX Listing Rules and other applicable laws.
13
EPS accretion if EBOS had owned SVS and 100% of Transmedic for the full 12 month period.
14
Based on covenant definitions, as at 31 December 2024, and therefore excludes the impact of IFRS16 leases.
Includes estimated full-year EBITDA impact from SVS and excludes potential cash proceeds from the
Retail Offer.
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Further information
Further details of the Acquisitions, Retail Offer and Placement are set out in the Investor
Presentation also provided to the NZX and ASX today. The Investor Presentation contains important
information including key risks and international offer restrictions with respect to the Placement.
If you have any questions in relation to the Retail Offer, please email ebos@computershare.co.nz or
call the EBOS Offer Information Line on 0800 991 101 (toll free within New Zealand) or +64 9 488
8794, or, for Australian shareholders, 1800 501 366 (toll free within Australia) or +61 3 9415 4083,
between 8.30am to 5.00pm Monday to Friday (NZT) (excluding public holidays). For other questions,
you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.
Conference call details
There will be an investor conference call at 4:30pm AEST / 6:30pm NZST today where EBOS
Management will present on the Acquisitions and equity raising. Registration details for the call are
contained in the following link:
https://edge.media-server.com/mmc/p/rsgzydjp
This announcement and related materials were authorised for lodgement with NZX and ASX by the
Board of EBOS.
For further information, please contact:
Investor Relations:
Martin Krauskopf
Chief Strategy and Corporate Development Officer
EBOS Group Ltd
martin.krauskopf@ebosgroup.com
Media Contacts:
John Bennetts
Head of Corporate Affairs and Communications
EBOS Group Ltd
john.bennetts@ebosgroup.com
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 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 in
which such an offer would be illegal. The securities referred to in this release have not been, and will
not be, registered under the US Securities Act of 1933 as amended (the “US Securities Act”) or the
securities laws of any state or other jurisdiction of the United States and may not be offered or sold,
directly or indirectly, in the United States or to persons acting for the account or benefit of a person
in the United States except in transactions exempt from, or not subject to, the registration
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requirements of the US Securities Act and the securities laws of any state or other jurisdiction of the
United States. The securities to be offered and sold in the Retail Offer may only be offered and sold
outside the United States in “offshore transactions” (as defined in Rule 902(h) under the US
Securities Act) in reliance on Regulation S under the US Securities Act.
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. The release,
publication or distribution of this announcement (including an electronic copy) outside New Zealand
or Australia may be restricted by law. If you come into possession of this announcement, you should
observe such restrictions. Any non-compliance with these restrictions may contravene applicable
securities laws.
Forward looking statements
This market release contains forward looking statements. These forward-looking statements are not
historical facts but rather are based on EBOS' current expectations, estimates and projections about
the industries in which it operates, and beliefs and assumptions. Forward looking statements can
generally be identified by the use of forward looking words such as “anticipate“, “approximate”,
“believe“, “expect“, “project“, “forecast“, “estimate“, “foresee”, “likely“, “intend“, “should“, “will“,
“could“, “may“, “target“, “aim”, “plan“ and other similar expressions within the meaning of securities
laws of applicable jurisdictions, and include statements regarding outcome and effects of the equity
raising. Indications of, and guidance or outlook on, future earnings, distributions or financial position
or performance are also forward-looking statements.
Forward-looking statements, opinions and estimates provided in this announcement are based on
assumptions and contingencies that are subject to change without notice and involve known and
unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are
beyond the control of EBOS and its related bodies corporate and affiliates and each of their
respective directors, securityholders, officers, employees, partners, agents, advisers and
management, are difficult to predict and could cause actual results to differ materially from those
expressed or forecasted in the forward-looking statements. This includes statements about market
and industry trends, which are based on interpretations of market conditions.
EBOS cautions shareholders and prospective shareholders not to place undue reliance on these
forward-looking statements, which reflect EBOS' views only as of the date of this announcement.
There can be no assurance that actual outcomes will not differ materially from these forward-looking
statements. Forward-looking statements are provided as a general guide only and should not be
relied on as an indication or guarantee of future performance. Actual results, performance or
achievements may differ materially from those expressed or implied in those statements and any
projections and assumptions on which these statements are based.
These statements may assume the success of EBOS’ business strategies, the success of which may
not be realised within the period for which the forward-looking statements may have been prepared,
or at all.
No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood
of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment
in relation to future matters contained in this announcement.
These forward-looking statements speak only as of the date of this market release, and except as
required by applicable laws or regulations, EBOS, its representatives or advisers do not undertake to
publicly update or revise any forward-looking statement or other statements in this announcement,
whether as a result of a change in expectations or assumptions, new information, future events,
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results or circumstances. Past performance and pro forma historical financial information is given for
illustrative purposes only. It should not be relied on and it is not indicative of future performance,
including future security prices.
Financial information
Investors should be aware that certain financial data included in this announcement such as EBITDA
may be “non-GAAP financial information” under the FMA Guidance Note on disclosing non-GAAP
financial information, "non‐IFRS financial information" under Regulatory Guide 230 Disclosing non‐
IFRS financial information published by the Australian Securities and Investments Commission
(“ASIC”) or "non‐GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of
1934, as amended. The non‐IFRS financial information and non‐GAAP financial measures do not have
a standardised meaning prescribed by Australian Accounting Standards and applicable New Zealand
accounting standards and, therefore, may not be comparable to similarly titled measures presented
by other entities, nor should they be construed as an alternative to other financial measures
determined in accordance with Australian Accounting Standards and applicable New Zealand
accounting standards.
Important notice
This market release does not constitute investment or financial product advice, nor is it a
recommendation to acquire shares in EBOS. It is not intended to be used as the basis for making a
financial decision, nor is it intended to constitute legal, tax, accounting or other advice. You should
make your own enquiries and investigations regarding any investment, and should seek your own
professional advice on the legal, financial, accounting, taxation and other consequences of investing
in EBOS.
This market release is not a prospectus, product disclosure statement or any other disclosure or
offering document under New Zealand and Australian law (and has not been, and will not be, lodged
with the Australian Securities and Investments Commission) or any other law. This market release is
for information purposes only and is not an invitation or offer of securities for subscription, purchase
or sale in any jurisdiction and neither this market release nor anything in it shall form any part of any
contract for the acquisition of EBOS shares.
---
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
ACQUISITIONS
AND EQUITY
RAISING
INVESTOR PRESENTATION
10 April 2025
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
2
The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any
other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant that you are entitled to receive
the Presentation in accordance with the restrictions set out below and agree to be bound by the limitations contained herein.
This Presentation has been prepared by EBOS Group Limited (ARBN 166 840 973) (NZBN: 9429031998840) (EBOS or the Company). This Presentation has been prepared
in relation to an equity raising by EBOS comprising a placement of new fully-paid ordinary shares in EBOS (New Shares) to eligible investors (the Placement) and a retail
offer to be made to eligible shareholders and underlying beneficial owners in Australia and New Zealand (Retail Offer) (the Placement and the Retail Offer together, the
Offer). The Offer is being made in New Zealand under the exclusion in clause 19 of Schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (FMCA) and in
Australia in accordance with Australian Securities and Investments Commission (ASIC) Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and ASIC
Instrument 21-1004.
SUMMARY INFORMATION
This Presentation contains summary information about EBOS and its activities which is current only as at the date of this Presentation. The information in this Presentation
is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible
investment in EBOS or that would be required to be included in a prospectus or product disclosure statement or other offering document prepared in accordance with the
requirements of the New Zealand Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001.
EBOS' historical information in this Presentation is, or is based upon, information that has been released to the NZX Main Board operated by NZX Limited (NZX) and
Australian Securities Exchange (ASX). EBOS is subject to disclosure obligations that require it to notify certain material information to NZX and ASX. This Presentation should
be read in conjunction with EBOS' other periodic and continuous disclosure announcements lodged with the NZX and ASX, which are available at www.nzx.com and
www.asx.com.au, under the code "EBO“.
Certain market and industry data used in this Presentation may have been obtained from publications, research, surveys or studies conducted by third parties, including
industry or general publications. Neither EBOS nor its advisers or representatives have independently verified any such market or industry data provided by third parties
or industry or general publications.
NOT AN OFFER
This Presentation is not a prospectus, product disclosure statement or other offering document under New Zealand, Australian law (and will not be lodged with the New
Zealand Companies Office, Disclose Register, New Zealand Registrar of Financial Service Providers, the Australian Securities and Investments Commission (ASIC) or any
other regulatory body) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale
in any jurisdiction.
The release, publication or distribution of this Presentation (including an electronic copy) outside New Zealand or Australia may be restricted by law. If you come into
possession of this Presentation, you should observe such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. Refer to the
'International offer restrictions' section in the Appendix of this Presentation for more information.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA
This Presentation may not be released or distributed 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 or any other jurisdiction in which such an offer would be illegal. The New Shares 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. Accordingly, the New Shares may
not be offered or sold, directly or indirectly, to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S.
Securities Act and the securities laws of any state or other jurisdiction of the United States.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
3
NOT INVESTMENT ADVICE
This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation by EBOS or its advisers to
acquire New Shares and does not and will not form any part of any contract for the acquisition of New Shares. Each recipient of this Presentation should make its own
enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect
future operations of EBOS and the impact that different future outcomes may have on EBOS.
This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an
investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and
needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. EBOS is not licensed to provide financial product advice in respect of EBOS shares.
FUTURE PERFORMANCE
Certain statements made in this Presentation are forward-looking statements. These forward-looking statements are not historical facts but rather are based on EBOS'
current expectations, estimates and projections about the industries in which it operates, and beliefs and assumptions. Forward looking statements can generally be
identified by the use of forward looking words such as “anticipate“, “approximate”, “believe“, “expect“, “project“, “forecast“, “estimate“, “foresee”, “likely“, “intend“, “should“,
“will“, “could“, “may“, “target“, “aim”, “plan“ and other similar expressions within the meaning of securities laws of applicable jurisdictions, and include statements regarding
outcome and effects of the equity raising. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward
looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors, some of
which are beyond EBOS' control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking
statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this Presentation relate only to events as of the date on which the statements are made. EBOS will not undertake any obligation
to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this
Presentation except as required by law or by any appropriate regulatory authority.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such as indications of, and guidance on, outlook, future earnings and
financial position and performance, which reflect EBOS' views only as of the date of this Presentation.
INVESTMENT RISK
An investment in EBOS shares is subject to known and unknown risks, some of which are beyond the control of EBOS. EBOS does not guarantee any particular rate of
return or the performance of EBOS. Investors should have regard to the risk factors outlined in this Presentation, including the non-exhaustive summary of certain key risks
associated with EBOS and the Offer included in the 'Key Risks' section in the Appendix of this Presentation, when making their investment decision.
FINANCIAL DATA
All currency amounts are in Australian dollars unless stated otherwise.
Investors should be aware that certain financial measures included in this Presentation are ‘non-GAAP financial information’ under the Financial Market Authority's
guidance note and ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also 'non-GAAP
financial measures' within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under NZIFRS and IFRS. The
non-IFRS financial information/non-GAAP financial measures include EBITDA, Underlying EBITDA, ROCE, Net Debt and Shareholder return. EBOS believes the non-IFRS
financial information/non-GAAP financial measures provide useful information to users in measuring the financial performance and condition of EBOS. The non-IFRS
financial information/non-GAAP financial measures do not have a standardised meaning prescribed by NZIFRS and IFRS. Therefore, the non-IFRS financial information is
not a measure of financial performance, liquidity or value under the IFRS and 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 NZIFRS or IFRS. Investors are cautioned, therefore, not to place undue
reliance on any non-IFRS financial information/non-GAAP financial measures included in this Presentation.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
4
FINANCIAL DATA (CONT.)
All currency amounts are in Australian dollars unless stated otherwise.
This Presentation includes certain pro forma financial information to reflect the impact of the Placement and the Retail Offer. The pro forma historical financial information
provided in this Presentation is for illustrative purposes only and is not represented as being indicative of EBOS' views on its future financial position and/or performance.
The pro forma financial information has not been subject to audit or review. The pro forma historical financial information included in this Presentation does not purport
to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission (SEC).
EFFECT OF ROUNDING
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual
calculation of these figures may differ from the figures set out in this Presentation.
PAST PERFORMANCE
Investors should note that past performance, including past share price performance of EBOS and pro forma historical information in this Presentation, is given for
illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future EBOS performance including future share price
performance. The pro forma historical information is not represented as being indicative of EBOS' views on its future financial condition and/or performance.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
5
DISCLAIMER
The information contained in this Presentation has been prepared in good faith by EBOS. No representation or warranty, expressed or implied, is made by any person
(including by any of the Specified Persons (as defined below)) as to the fairness, currency, accuracy, reliability or completeness of any statements, estimates or opinions or
other information contained in this Presentation, any of which may change without notice.
To the maximum extent permitted by law, each of EBOS, UBS New Zealand Limited (Lead Manager and Underwriter), and their respective related companies and
affiliates, and in each case, their respective shareholders, directors, officers, employees, representatives, agents and advisers, as the case may be (Specified Persons)
disclaim and exclude all liability (whether in tort (including negligence) or otherwise) for any direct or indirect expense, loss, damage, cost or other consequence (whether
foreseeable or not) suffered by any person as a result of their participation in the equity raising and from the use of or reliance on the information contained in, or omitted
from, 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).
To the maximum extent permitted by law, 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 that you waive any rights you may otherwise have in this respect and, with regards to the Lead Manager
and Underwriter, neither it nor its respective advisers, nor any of their respective affiliates or related bodies corporate, or any of their respective directors, officers, partners,
employees and agents take any responsibility for any part of this Presentation or the Placement or the Retail Offer.
None of the Lead Manager and Underwriter, nor its related companies and affiliates including, in each case, their respective shareholders, directors, officers, employees,
agents and advisers, as the case may be (Advisers), 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.
No Adviser has authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, none of them makes or
purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. No Adviser takes
responsibility for any part of this Presentation, or the Placement or the Retail Offer, and makes no recommendations as to whether you or your related parties should
participate in the Placement or the Retail Offer nor do they make any representations or warranties to you concerning the Placement or the Retail Offer, and you represent,
warrant and agree that you have not relied on any statements made by any Adviser in relation to the Offer and you further expressly disclaim that you are in a fiduciary
relationship with any of them. No person named in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution
of this Presentation from or in any jurisdiction.
To the maximum extent permitted by law, the Advisers expressly disclaim all liabilities in respect of, and make no representations regarding, and take no responsibility for,
any part of this Presentation other than references to its name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this
Presentation.
The Lead Manager and Underwriter, together with its affiliates, is a full service financial institution engaged in various activities, which may include trading, financing,
financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities
and services including for which they have received or may receive customary fees and expenses. The Lead Manager and Underwriter is acting as the lead manager and
underwriter of the Placement. In the ordinary course of their various business activities, the Lead Manager and Underwriter and its respective Advisers may act as market
maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives and other financial instruments for their own account and for the
accounts of their customers, and those investment and trading activities may involve or relate to assets, shares and/or instruments of EBOS and/or persons and entities
with relationships with EBOS. The Lead Manager and Underwriter and its affiliates may receive fees in acting in each of these capacities.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
6
DISCLAIMER (CONT.)
The Lead Manager and Underwriter is acting for and providing services to EBOS in relation to the Placement and will not be acting for or providing services to EBOS'
shareholders or creditors. The Lead Manager and Underwriter has been engaged solely as independent contractors and are acting solely in a contractual relationship on an
arm’s length basis with EBOS. The engagement of the Lead Manager and Underwriter by EBOS is not intended to create any agency or other relationship between the Lead
Manager and Underwriter and EBOS' shareholders or creditors.
No Specified Person accepts or shall have any liability to any person in relation to the distribution of this Presentation from or in any jurisdiction.
Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice.
Determination of eligibility of investors for the purposes of the Placement and the Retail Offer is determined by reference to a number of matters, including legal and
regulatory requirements, logistical and registry constraints and the discretion of EBOS and the Lead Manager and Underwriter (in respect of the Placement) and EBOS only
(in respect of the Retail Offer). EBOS, the Lead Manager and the Underwriter and each other Specified Person disclaim any liability (including for negligence) in respect of
the exercise of that determination and the exercise or otherwise of that discretion to the maximum extent permitted by law.
RETAIL OFFER
The offer booklet for the Retail Offer will be available to eligible shareholders in New Zealand and Australia following its lodgement with the ASX and NZX. Any eligible
retail shareholder who wishes to participate in the Retail Offer should consider the offer booklet in deciding whether to apply under that offer. Any eligible retail
shareholder who wishes to apply for New Shares under the Retail Offer will need to apply in accordance with the instructions contained in the offer booklet and the
application forms or follow the sale instructions in the offer booklet.
GENERAL
For the purposes of this Important notice and disclaimer, "Presentation" means these slides, any oral presentation of these slides by EBOS, any question-and-answer
session that follows that oral presentation, hard copies of this Presentation and any materials distributed at, or in connection with, that Presentation.
EBOS reserves the right to withdraw, or vary the timetable for, the Placement and/or the Retail Offer without notice.
ACCEPTANCE
By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out in this 'Important
Notice and Disclaimer'.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
CONTENTS
1
2
3
4
5
Executive summary
Overview of SVS
Transmedic update
Equity raising details
Appendices
•Key risks
•International offer restrictions
8
11
15
20
24
7
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
8
EXECUTIVE
SUMMARY
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EXECUTIVE SUMMARY
9
Recent acquisitions
•Consistent with EBOS’ strategy of investing for growth, the Group has completed two acquisitions (together, the
Acquisitions) since the commencement of the second half of FY25:
−EBOS acquired 100% of SVS Veterinary Supplies Limited and associated entities (SVS) from entities associated with its
founder on 31 March 2025 for upfront consideration of NZ$115 million
1
(A$105 million
2
) and an earn-out of up to
NZ$10 million (A$9 million
2
). The upfront acquisition price implies an EV/FY25F EBITDA multiple of approximately 7x
3
−As previously announced, in January 2025 EBOS acquired the remaining 10% interest in Transmedic that it did not
already own, for consideration of approximately A$35 million
4
, taking EBOS’ ownership to 100%
Overview of SVS
•SVS is a leading supplier of pet medicines and other products to more than 500 veterinary clinics and specialty retailers in
New Zealand
•SVS has established relationships with a wide range of key suppliers
•SVS has a track record of stable revenue growth and, for the 12 months ended 31 March 2025, is expected to generate
revenue of approximately NZ$280 million (A$254 million)
3
and EBITDA of approximately NZ$17 million (A$15 million)
3
(pre-
IFRS16)
SVS strategic
rationale
•SVS is a leading supplier in the New Zealand vet wholesale sector
•Vet wholesale distribution is mature and stable and is supported by category trends such as humanisation of pets and
premiumisation
•Represents a geographic expansion of EBOS’ vet wholesale business, Lyppard, which was acquired in 2013
•Potential opportunities for SVS and Lyppard to share best practice
EBOS is raising up to A$250m (NZ$272m) via a placement and retail offer to fund two bolt-on acquisitions
Note: 1. Subject to customary purchase price adjustment mechanism relating to movements in working capital and debt like items (if any).
Excludes estimated transaction costs. 2. Based on an AUD:NZD exchange rate of 1.1004 as at 31 March 2025. 3. Based on management forecasts
and actual results for 11 months to 28 February 2025 and an AUD:NZD exchange rate of 1.1004 as at 31 March 2025. 4. An additional deferred
consideration amount may be payable in FY26 and is not expected to be material.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EXECUTIVE SUMMARY
10
Acquisition of
remaining 10%
interest in
Transmedic
(to 100%)
•Transmedic is a leading independent medical device distributor in Southeast Asia with a presence across Singapore,
Indonesia, Malaysia, Philippines, Thailand, Hong Kong and Vietnam
•EBOS originally acquired a 51% interest in Transmedic in May 2022, as part of the LifeHealthcare acquisition, and acquired a
further 39% interest in December 2023
•Transmedic has performed strongly under EBOS’ control and moving to 100% ownership is aligned with EBOS’ strategy to
grow in the attractive Southeast Asian medical device distribution market
Equity raising
•EBOS will raise approximately A$200 million (NZ$217 million) via a fully underwritten placement to eligible investors
(Placement)
•EBOS will also undertake a non-underwritten retail offer to eligible existing shareholders to raise up to A$50 million (NZ$54
million) (with the discretion to accept oversubscriptions above the total amount) (Retail Offer)
•Funds raised in excess of the amounts paid for the Acquisitions will provide further balance sheet capacity to fund additional
future growth opportunities
•EBOS has a strong track record of frequent acquisitions and an active pipeline of potential bolt-on M&A opportunities within
its core markets that it expects would be synergistic with its existing operations
•EBOS will continue to apply the same financial discipline that it has done with prior successful acquisitions, focusing on EPS
accretion, ROCE, and maintaining a strong balance sheet
Financial impacts
•In combination with the Placement and Retail Offer, the Acquisitions are expected to be low single digit EPS accretive in FY25
on a pro forma basis
1
•Pro forma net debt / LTM EBITDA as at 31 December 2024 is below 2.0x
2
FY25 guidance
•EBOS reiterates the guidance provided in August 2024 and February 2025 that it expects to generate underlying EBITDA of
between A$575 million to A$600 million in FY25
−this guidance excludes any contribution from SVS. The contribution in FY25 will be immaterial given completion
occurred on 31 March 2025
−Transmedic’s earnings have been consolidated in EBOS’ financial statements since the acquisition of the initial 51%
interest in May 2022
Note: 1. EPS accretion if EBOS had owned SVS and 100% of Transmedic for the full 12 month period. 2. Based on covenant definitions, as at 31
December 2024, and therefore excludes the impact of IFRS16 leases. Includes estimated full-year EBITDA impact from SVS and excludes potential
cash proceeds from the Retail Offer.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
OVERVIEW OF
SVS
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
SVS INVESTMENT HIGHLIGHTS
12
✓SVS is a leading supplier in the New Zealand vet wholesale sector
✓Established relationships with key suppliers and vet practices in the region
✓Represents a geographic expansion of EBOS’ vet wholesale business, Lyppard, which it has
owned since 2013
✓Potential opportunities for SVS and Lyppard to share best practice
✓Experienced senior leadership team that is expected to remain with the business under EBOS
ownership
✓Vet wholesale distribution is mature and stable and is supported by category trends such as
humanisation of pets and premiumisation
✓Attractive acquisition price, ROCE metrics and EPS accretion
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
OVERVIEW OF SVS
SVS is a leading supplier of veterinary and other animal care products in New Zealand
13
•Founded in 1987, SVS is a leading supplier of pet medicines and
other products to vet clinics and pet specialty retailers in New
Zealand
−more than 500 vet practices and pet retail customers
−estimated ~60% market share
1
•SVS has established relationships with a wide range of key
suppliers
•The business supplies a comprehensive suite of products from
over 200 suppliers for companion and large animals, including:
−pharmaceuticals
−specialty food
−flea products
−OTC products
−consumables and accessories
•The business has over 100 employees across five locations (two
sites in Hamilton and one each in Palmerston North, Wellington
and Christchurch)
•SVS’ previous owner and the senior management team are
expected to remain with the business
Overview
14
17
16
~17
FY22FY23FY24FY25F
234
255
266
~280
FY22FY23FY24FY25F
EBITDA (NZ$ million) – pre IFRS16
2
Revenue (NZ$ million)
2
3
3
Note: 1. Management estimate. 2. Year ending 31 March. 3. Based on management forecasts and actual results for 11 months to 28 February
2025.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EBOS’ ANIMAL CARE BUSINESS
14
SVS is a natural extension of EBOS’ established vet wholesale business into the New Zealand market
Pet BrandsVet WholesalePet Retail
Description
A leading pet brands marketer and
manufacturer for specialty premium pet
food and treats in Australia and New
Zealand
A leading vet wholesaler and supplier in
Australia and New Zealand
A leading pet specialty retail store in
New Zealand
Key brands
Animates
Customers
Retail stores across
Australia and New Zealand
Vet clinics and specialty retailers across
Australia and NZ
Pet parents
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
TRANSMEDIC
UPDATE
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
16
Highly attractive market with expected growth due to a large, growing and ageing population with increasing
wealth and access to healthcare
SOUTHEAST ASIA IS AN ATTRACTIVE HEALTHCARE
MARKET
Southeast Asia medical device market (2024, US$bn)
1
1.3
2.6
2.6
3.4
0.9
1.8
Singapore
Indonesia
Thailand
Malaysia
Philippines
Vietnam
US$12.6bn
Population (2023, millions)
Medical device market
growth (2024-2028F CAGR)
Singapore68.7%
Indonesia2817.4%
Thailand725.9%
Malaysia337.3%
Philippines1158.2%
Vietnam1008.4%
Total6077.4%
Growing wealth and middle class with increasing access to
healthcare
Government initiatives in emerging segments stimulating
demand
Diverse markets with different customers and local market
regulations and dynamics makes Southeast Asia well suited
to the independent distributor model
Large and ageing population
Market is fragmented, providing benefits to scale
participants and opportunities for further bolt-on M&A
What makes Southeast Asia attractive?
Note: 1. Management estimates based on industry data sources.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Blood therapy
TRANSMEDIC OVERVIEW
Transmedic is a leading independent medical device distributor in Southeast Asia
17
•Transmedic was established in 1980 and is headquartered in
Singapore
•Distributor of a comprehensive range of medical technology
products to surgeons, hospitals and other healthcare providers
on behalf of a diverse range of global OEM suppliers
•Operates in Singapore, Indonesia, Malaysia, Thailand, Hong
Kong, Philippines, and Vietnam
•Approximately 950 employees
OverviewPresence in Southeast Asia
1
EBOS ownership timeline
May 2022
Acquired 51% ownership as part of the
LifeHealthcare acquisition
Dec 2023Increased ownership to 90%
Jan 2025Increased ownership to 100%
Note: 1. Transmedic has 40 office / warehouse locations across Southeast Asia.
Key Therapy Areas
+
Indonesia
+
Singapore
+
Malaysia
+
Thailand
+
Vietnam
+
Hong Kong
+
Philippines
Oncology
Orthopaedics
SpineOphthalmology
Cardiac
Neurovascular intervention and
neurosurgery
Endovascular
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
18
Transmedic revenue
Transmedic under EBOS ownership
Commenced distribution for new OEMs across all existing
therapy areas and expanded into neurovascular intervention
and new sub-segments in orthopaedics, cardiac and
endovascular therapies
Two bolt-on acquisitions completed during the last twelve
months reflecting opportunities to expand in a fragmented
market
2
Continued focus on building further scale in existing
countries within chosen therapeutic areas
Industry tailwinds in the region continue to support growth
Transmedic Underlying EBITDA
FY22FY24
FY22FY24
Transmedic has grown significantly since EBOS’ acquisition, providing further confidence in the Southeast
Asian expansion strategy
TRANSMEDIC HAS PERFORMED STRONGLY UNDER
EBOS’ OWNERSHIP
Transmedic recorded double-digit revenue and
Underlying EBITDA growth in H1 FY25
Note: 1. Growth rates based on Singapore dollars. EBOS acquired control of Transmedic in May 2022. 2. Includes acquisitions in Philippines and
Malaysia, as previously announced.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EBOS’ MEDICAL TECHNOLOGY BUSINESS
ANZSoutheast AsiaUnited States
Description
•A leading medical technology
distribution business operating in
Australia and New Zealand
•Manufacturer and distributor of allograft
tissue products for use in a variety of
surgical procedures
•A leading medical technology
distribution business operating in
Singapore, Indonesia, Malaysia,
Thailand, Hong Kong, Philippines
and Vietnam
•Manufacturer and distributor of
allograft tissue products for use in
a variety of surgical procedures
•Investor in an early stage and
growing business acquired as part
of the LifeHealthcare acquisition in
2022
3
rd
party
medical
technology
distribution
Allografts
manufacturing
19
EBOS’ Medical Technology division distributes and manufactures medical technologies across Asia Pacific and
the US with significant market presence in several growing therapeutic areas
EBOS will continue exploring opportunities to invest for growth across its Medical Technology businesses in all existing regions
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EQUITY
RAISING
DETAILS
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
DETAILS OF THE OFFER
21
Placement
•Fully underwritten placement to eligible investors to raise approximately A$200 million (NZ$217 million
1,2
) (Placement)
•Approximately 5.9 million new shares to be issued under the Placement, representing approximately 3.0% of EBOS’ existing shares
on issue
•New shares to be issued under the Placement will be issued at a fixed price of NZ$36.65 per share
3
(Placement Price), representing
a discount of 5.0% to the last close price of NZ$38.56 per share as at 10 April 2025
•EBOS intends that eligible shareholders who apply for up to their ‘pro rata’
4
share of the equity raising will be allocated their full bid
on a best endeavours basis
Retail Offer
•EBOS will conduct a non-underwritten retail offer to eligible existing shareholders to raise up to A$50 million (NZ$54 million
1
) (with
the discretion to accept oversubscriptions above that total amount) (Retail Offer)
5
•Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$100,000 and A$45,000, respectively of new
shares under the Retail Offer, free of any brokerage, commission and transaction costs
•The maximum application size has been selected with the objective of enabling as many retail shareholders as possible to apply for
their pro rata share of the equity raising under the Retail Offer
•Any scale back of allocations will be on a pro rata basis based on shareholdings of subscribers on the Retail Offer record date
•New shares to be issued under the Retail Offer will be issued at the lower of the Placement Price and the five-day VWAP of EBOS
shares traded through the NZX Main Board up to, and including, the closing date of the Retail Offer
Ranking
•New shares issued under the Placement and Retail Offer will rank equally with existing EBOS shares on issue and will be quoted on
the NZX and ASX following settlement
Underwriting
•The Placement is fully underwritten by UBS New Zealand Limited
•The Retail Offer is not underwritten
Note: 1. Based on an AUD:NZD exchange rate of 1.0861 as at 10 April 2025. 2. The ultimate A$ amount raised in the Placement will depend on the
AUD:NZD exchange rate as reported by the Reserve Bank of Australia at 4pm AEST on 10 April 2025. 3. The A$ issue price for the Retail Offer and
Placement will be determined based on the AUD:NZD exchange rate as reported by the Reserve Bank of Australia at 4pm AEST on the Retail Offer
closing date and at 4pm AEST on 10 April 2025 respectively. 4. An eligible shareholder’s ‘pro rata’ share will be estimated by reference to the latest
available EBOS beneficial register. Nothing in this release gives a shareholder a right or entitlement to participate in the Placement and EBOS has no
obligation to reconcile assumed holdings (e.g. for recent trading or swap positions) when determining a shareholder’s ‘pro rata’ share. EBOS and the
Lead Manager disclaim any duty or liability (including for negligence) for determining eligible shareholder’s ‘pro rata’ share. 5. The target Retail Offer
size of A$50 million (NZ$54 million) is the expected amount to be raised under the Retail Offer, however it may be more or less. EBOS may in its
absolute discretion decide to accept applications (in whole or in part) that result in the Retail Offer raising more than A$50 million (NZ$54 million).
Further details of the Retail Offer will be contained in the Retail Offer Booklet, which will be sent to eligible EBOS shareholders on 16 April 2025.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
USE OF PROCEEDS
22
Use of
proceeds
•EBOS will raise approximately A$200 million (NZ$217 million) via a fully underwritten placement to eligible investors
•Funds raised in excess of the amounts paid for the Acquisitions will provide further balance sheet capacity, before being deployed over
time to fund additional future growth opportunities
•EBOS has a strong track record of frequent acquisitions and an active pipeline of potential bolt-on M&A opportunities within its core
markets that it expects would be synergistic with its existing operations
Balance
sheet
position
•Adjusted to include the impact of the Acquisitions and the Placement, pro-forma 31 December 2024 net debt of A$1,019m
•Pro-forma 31 December 2024 net debt / LTM EBITDA below 2.0x
1
SourcesA$m
Gross Placement proceeds200
Total sources
2
200
UsesA$m
Acquisition consideration149
3
Estimated transaction costs5
Cash to balance sheet 46
Total uses200
Sources and usesNet debt and leverage ratio
A$m
Net debt (as at 31 December 2024)1,065
Net debt / LTM EBITDA
4
2.1x
Less: Placement gross proceeds(200)
Plus: Acquisition consideration and costs154
Pro-forma net debt
5
1,019
Pro-forma net debt / LTM EBITDA
1
Below 2.0x
Note: 1. Based on covenant definitions, as at 31 December 2024, and therefore excludes the impact of IFRS16 leases. Prior to any funds raised via
the Retail Offer and includes estimated full-year EBITDA impact from SVS. 2. Excluding any proceeds raised under the Retail Offer as not
underwritten and the amount to be raised is uncertain. 3. Includes maximum potential earnout consideration for SVS of up to NZ$10m. 4. Based on
covenant definitions, as at 31 December 2024, and therefore excludes the impact of IFRS16 leases. 5. Excludes any other changes in net cash post
31 December 2024 balance sheet date.
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EQUITY RAISING TIMETABLE
23
DescriptionDate (NZST)
1
Record date for Retail Offer7pm, Wednesday, 9 April 2025
Trading halt lodged on NZX and ASX
Thursday, 10 April 2025
Announcement of the Placement and Retail Offer, Placement bookbuild opensThursday, 10 April 2025
Placement bookbuild closesThursday, 10 April 2025
Trading halt lifted - trading of shares resumes on NZX and ASX
Friday, 11 April 2025
Retail Offer opens and Retail Offer Booklet is made available
Wednesday, 16 April 2025
Settlement of Placement Shares on ASXWednesday, 16 April 2025
Settlement of Placement Shares on NZXThursday, 17 April 2025
Allotment & commencement of trading of new shares on NZX and ASX
Thursday, 17 April 2025
Retail Offer closes5pm, Tuesday, 6 May 2025
Announcement of results of Retail OfferMonday, 12 May 2025
Allotment of Retail Offer shares on NZX and ASXTuesday, 13 May 2025
Commencement of trading of new shares issued under the Retail Offer on NZX
Tuesday, 13 May 2025
Commencement of trading of new shares issued under the Retail Offer on ASXWednesday, 14 May 2025
Note: 1. All dates and times are indicative and subject to change without notice. EBOS and UBS New Zealand Limited reserve the right to amend
any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules, the NZX Listing Rules and other applicable laws.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
APPENDIX –
KEY RISKS
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS
25
RiskDescription
KEY RISKS ASSOCIATED WITH EBOS
Product liability
exposure
EBOS may, from time to time, experience product defects or other claims relating to its products or services. Defects in products that EBOS markets,
sells or distributes could be difficult or costly to correct, cause significant customer relations and business reputation problems, harm EBOS’ financial
results and result in damage to or claims by its customers. Any such claim could also result in increased challenges in obtaining insurance on
comparatively reasonable terms.
Currency risk
EBOS’ operations are primarily in New Zealand and Australia, with smaller operations in South-East Asia and North America. Foreign exchange risk
arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the primary currency for
EBOS’ operations. EBOS makes purchases in foreign currencies such as the US dollar and the Euro and is therefore exposed to foreign exchange risk
arising from movements in exchange rates.
To manage the currency risk in respect of both revenue and expenses, EBOS may hedge a percentage of its net foreign currency exposures using
forward foreign exchange contracts and/or foreign exchange options to reduce the variability from any changes in EBOS’ net operating income and
cash flows to acceptable parameters. Such hedging does not, however, guarantee a more favourable outcome than that achieved by not hedging.
Competition
EBOS operates in a highly competitive environment. This competitive environment can be significantly affected by local market forces, general
competitive dynamics, new market entrants, changes in economic conditions and product demand. Contracts with pharmacy wholesale customers tend
to be for periods of between 2 to 5 years. For this reason at any point in time EBOS is engaged in customer negotiations and tender processes. Any
increased competition from new and existing competitors can impact on EBOS’ ability to generate sales, lead to a loss of market share, and cause a
decline in profitability. Such changes to the competitive environment in which EBOS operates may have an adverse impact on EBOS’ financial position,
performance and prospects.
Counterparty risk
There is a risk that counterparties (including customers) may fail to meet their contractual obligations resulting in loss to EBOS and impacting on EBOS’
business relationships and operations. EBOS cannot guarantee that its counterparties will fulfil these obligations or that EBOS will successfully manage
counterparty risk (including credit risk). The failure of customers to meet their obligations to EBOS may adversely impact on EBOS’ revenue and the
financial position, performance and prospects of EBOS.
Liquidity risk
EBOS is exposed to liquidity risk as it must invest in significant levels of working capital such as inventory and accounts receivable which can impact
liquidity unless they are converted to cash. EBOS manages liquidity risk by maintaining reserves, banking facilities and reserve banking facilities and by
continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. EBOS cannot guarantee that
that these measures will be effective and this may materially impact the financial position, performance and prospects of EBOS.
Reliance on key
suppliers
EBOS’ ability to supply products to its customers is highly dependent on securing products from third party suppliers. The business of EBOS would be
materially impacted if any of those suppliers were unwilling or unable to provide products as contracted or made a decision to supply products on
unfavourable terms. If suppliers failed to supply the products, terminated the contracts connected with the supply of products (or allowed them to
expire without renewing them) or changed terms to be less favourable than those currently offered, and EBOS was unable to arrange for the supply of
replacement products from another supplier on terms acceptable to EBOS or at all, this change may materially impact the financial position,
performance and prospects of EBOS.
Impairment risk
EBOS carries significant goodwill and indefinite life intangible assets on its balance sheet. Accounting policies require that these assets be regularly
tested for impairment and that the underlying assumptions supporting their carrying value be confirmed. There is a risk that the carrying balances for
goodwill and/or intangibles may become impaired in the future, which would have an adverse impact on the financial position, performance and
prospects of EBOS.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS
26
RiskDescription
KEY RISKS ASSOCIATED WITH EBOS
Regulatory risk and
changes in law
EBOS operates in a number of highly regulated industry segments, including in relation to the distribution and supply of pharmaceutical, medical and
related products.
EBOS is exposed to the risk of new government policies, regulations and legislation that may impact on both the pricing of products and, accordingly,
EBOS’ profitability. For example, the Australian Government’s reforms to the Pharmaceutical Benefits Scheme (PBS) over many years has had and
continues to have the effect of lowering the prices paid for medicines, thereby lowering the distribution margin earned by the Group.
Additionally, the financial performance of EBOS may be materially affected by changes in government regulations with respect to the pharmacy
industry in New Zealand and Australia, including the Community Service Obligation (CSO). Symbion Pty Ltd (a wholly-owned subsidiary of EBOS) is a
signatory to a CSO deed which governs the arrangements under which Symbion distributes PBS medicines around Australia, in return for access to a
pool of funding that subsidises the distribution of PBS medicines to rural and remote parts of Australia. The Australian Government entered into the
first Pharmaceutical Wholesaler Agreement in December 2024 (1PWA). The Australian Government is currently undertaking a tender for the period 1
July 2025 to 31 December 2029 under which successful tenderers will enter into separately negotiated CSO deeds to reflect 1PWA, amongst other
matters. The Australian Government conducts tenders for the CSO from time to time. Any material adverse change in the CSO arrangements could
have a material negative impact on the financial performance of EBOS Group. These changes could include: Symbion being unsuccessful in the current
tender, changes to the basis of the CSO funding (including a reduction in the overall CSO funding pool or the way in which payments to eligible
wholesalers are calculated), changes to the performance criteria, or the termination or expiry of Symbion’s CSO current or future deeds. In addition,
Symbion could fail to achieve the performance criteria resulting in restricted or no access to the CSO funding pool.
The benefit paid to medical device manufacturers and distributors such as EBOS by private health insurers is determined by the Australian
Government’s Prostheses List. Reforms to the Prostheses List in the past have reduced the benefit payable to medical device manufacturers and
distributors and in some cases led to the removal of items from the Prostheses List. The Australian Government conducts consultation processes and
reviews in regard to certain items on the Prostheses List from time to time. There is no guarantee that the price or inclusion of the relevant items will
not be affected by such processes and reviews. Further there is no guarantee that EBOS will be able to mitigate the impact of such reforms in part or
full.
Future potential changes to the structure of the pharmacy industry in Australia or New Zealand may have a material impact on the Group’s margins and
financial performance.
More broadly, changes to government policy, law or regulations, or the introduction of new regulatory regimes (for example, in relation to climate
change), may lead to an increase in operational costs, reduce margin and may have a materially adverse effect on the financial position, performance
and prospects of EBOS.
Failure to comply with applicable laws and regulations may result in enforcement actions, including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include civil or criminal fines or penalties.
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27
RiskDescription
KEY RISKS ASSOCIATED WITH EBOS
Employment riskEBOS may be adversely impacted by industrial relations issues in connection with its employees or the employees of its customers, contractors and
suppliers due to strikes, work stoppages, work slowdowns, grievances, complaints, claims of unfair practices or other industrial activity under the
enterprise bargaining arrangements governing their employment arrangements. Such enterprise bargaining arrangements are subject to negotiation
from time to time, which may result in delays, increased labour costs or industrial action. These circumstances may have a material adverse effect on
EBOS’ financial performance and prospects. EBOS has a range of industrial instruments, and operates in a complex industrial relations environment. This
includes enterprise agreements in Australia and collective agreements in New Zealand, some of which are (or will be in the short term) beyond their
expiry date. This increases the risk of industrial action.
There is also a risk of non-compliance by EBOS with employment laws in respect of its personnel. A failure to comply with employment laws in relation
to its personnel, may have material adverse implications for EBOS' reputation, operational and financial performance and financial position. There is
also a risk that EBOS' performance and reputation, or the reputation of its brands, may be adversely impacted by wage non-compliance and/or
underpayment.
Additionally, both Australia and New Zealand have in recent years experienced a tightening of labour markets that has made it more difficult to attract
workers, and along with broader inflation has contributed to wage inflation. Any inability of EBOS to attract or retain workers or any future wage
inflation that is higher than current expectations may have a material adverse effect on EBOS’ financial performance.
Geopolitical riskEBOS operates in an international environment which is currently subject to heightened geopolitical volatility and unpredictability of governmental
policy. Any sustained period of geopolitical volatility and unpredictability of governmental policy may have a negative impact on overall levels of
economic activity in one or more of EBOS's key markets which, in turn, may have a materially adverse effect on the financial position, performance and
prospects of EBOS.
Cyber riskEBOS operates a number of information technology systems. These systems may be subject to internal or external security breaches. A security breach
could result in significant business disruption and cost, misappropriation of funds, loss of intellectual property and disclosure of sensitive business
information or personal data. Other consequences as a result of a security breach could include legal or regulatory liability, loss of business and
reputational damage. Any damage to EBOS’ information technology systems could lead to extended downtime of EBOS’ websites, corporate systems
or operating systems. This could adversely affect EBOS’ operations and financial position, performance and prospects.
Privacy and data
risk
The protection of customer, employee, third party and company data is critical to EBOS’ operations. The legal and regulatory environment surrounding
information security and privacy is increasingly complex and demanding. Customers, employees and third parties such as suppliers also have an
expectation that EBOS will adequately protect their personal information. A breach of customer, employee, third party or company data could attract
significant media attention, damage EBOS’ reputation and customer or supplier relationships and ultimately result in lost sales, legal or regulatory
liability or litigation. This could have a material adverse effect on EBOS’ future financial position, performance and prospects.
Supply chain and
critical operations
risk
Disruptions to EBOS’ supply chain may have a material adverse effect on the productivity and results of EBOS’ operations during the affected period.
Any material damage or disruption to EBOS’ supply chain will impair EBOS’ ability to provide products and services and result in significant disruption
to the business and EBOS’ customers which, in turn, may have a materially adverse effect on the financial position, performance and prospects of EBOS.
The loss, or underperformance, of a critical site permanently or for a sustained period could be as a result of a number of factors for example a climate-
related event, fire, or system related issues. It could result in significant disruption for customers and suppliers and may materially affect the Group’s
financial position, performance and prospects.
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KEY RISKS
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RiskDescription
KEY RISKS ASSOCIATED WITH EBOS
Future dividends
and franking
No assurance can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by EBOS will be at the
discretion of the directors and will depend upon the availability of profits, the operating results and financial condition of EBOS, future capital
requirements, covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by the
directors. No assurance can be given in relation to the level of imputation and/or franking credits attaching to future dividend payments. The level of
imputation and/or franking credits attaching to future dividend payments will largely depend upon the Group’s ability to carry forward the existing
balance of imputation and franking credits, the amount of tax paid in Australia and New Zealand in the future, and other factors.
Health and safety
risk
Due to the nature of some of the industries in which EBOS operates, there is a risk of accidents or unsafe operations. Notwithstanding the preventative
measures which EBOS has taken or may take, there can be no assurance that accidents or unsafe operations will not occur and injure EBOS’ own
personnel or third parties. Such events may result in legal or regulatory liability for the Group and / or its personnel, loss of business and reputational
damage.
Acquisition and
major capital
expenditure
projects risk
A part of the Group’s strategy is investing for growth, which includes through acquisitions and capital investment. There is a risk that the results of an
acquired business are weaker than those indicated by the Group’s analysis undertaken prior to acquiring the business. There is a risk that latent, future
or otherwise unknown claims or liabilities are not identified, notwithstanding the Group’s processes.
Supply of project materials, delays in regulatory approvals, the availability of suitably qualified labour and consultants, along with potentially rising
funding costs can impact major capital expenditure projects. There is a risk that major capital expenditure projects do not meet scheduled ‘go live’
dates, cost more than estimated or do not deliver the benefits expected.
If any of these risks materialise, this may have a material adverse effect on EBOS’ financial performance, financial position and prospects.
Interest rate riskEBOS is subject to the risk of rising interest rates associated with borrowing on a floating rate basis. EBOS seeks to manage part of its exposure to
adverse fluctuations in floating interest rates through interest rate hedging arrangements, including derivative financial instruments. Such
arrangements involve risk, such as the risk that counterparties may fail to honour their obligations under these arrangements, and that such
arrangements may not be effective in reducing exposure to movements in interest rates. To the extent that EBOS does not hedge effectively (or at all)
against movements in interest rates, such interest rate movements may adversely affect EBOS’ results.
Litigation riskDisputes or litigation may arise from time to time in the course of the business activities of EBOS. There is a risk that any material or costly dispute or
litigation could adversely affect EBOS’ reputation, financial position, performance or prospects.
Insurance riskAlthough EBOS maintains insurance coverage that it believes is appropriate to protect against major operating and other risks, not all risks are insured
or insurable. EBOS cannot be sure that adequate insurance coverage for potential losses and liabilities will be available in the future on commercially
reasonable terms, and may also carry large deductibles and premiums. If EBOS experiences a loss in the future, the proceeds of the applicable
insurance policies, if any, may not be adequate to cover replacement costs, lost revenues, increased expenses or liabilities to third parties. This may
have a materially adverse effect on EBOS’ financial position, performance and prospects.
Taxation risksFuture changes in taxation law, including changes in interpretation or application of the law by the courts or taxation authorities, may affect the
taxation treatment of an investment in EBOS shares or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax
law is expected to be interpreted, in the jurisdictions in which EBOS operates (in particular, New Zealand and Australia), may impact the future tax
liabilities of EBOS.
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KEY RISKS
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RiskDescription
KEY RISKS ASSOCIATED WITH EBOS
Changes to
accounting
standards
Changes to accounting standards that apply to EBOS could materially adversely affect the financial position and performance reported in EBOS’
financial statements.
RISKS ASSOCIATED WITH THE OFFER
Underwriting Risk
EBOS has entered into an agreement pursuant to which UBS New Zealand Limited (UBS) has agreed to fully underwrite the Placement and act as the
lead manager (Agreement). The Retail Offer will not be underwritten.
If any of the customary conditions precedent in the Agreement are not satisfied, or the Agreement is terminated, this may have a material impact on
number of New Shares issued under the Placement (Placement Shares) and, consequently, EBOS’ balance sheet capacity.
A summary of the events which may trigger termination of the Agreement include (but are not limited to) the following:
•EBOS withdraws the Placement or announces to the NZX or ASX that it does not intend to proceed with the Placement or any part of it;
•EBOS becomes required to give or gives a correcting notice under clause 21 of Schedule 8 of the Financial Markets Conduct Regulations 2014
(FMC Regulations) or section 708A(9) of the Corporations Act 2001 (Cth) (Corporations Act) and the matters disclosed or to be disclosed in
that notice are adverse from the point of view of an investor;
•any regulatory or judicial challenge to the Placement or the issue of an order delaying, suspending or cancelling the issue or use of any offering
materials, or preventing EBOS from issuing any offering materials, by any governmental authority and such regulatory or judicial challenge or
order is not withdrawn within 2 business days after it is made or where it is made less than 2 business days before the ASX settlement date or
NZX settlement date, it has not been withdrawn by the ASX settlement date or if made after the ASX settlement date, it has not been withdrawn
by the NZX settlement date;
•any governmental authority commencing, or publicly announcing or indicating to EBOS an intention to commence, an investigation into
conduct or affairs relating to the Placement and such investigation is not withdrawn within 2 business days after it is made or where it is made
less than 2 business days before the ASX or NZX settlement date, it has not been withdrawn by the ASX settlement date or if made after the ASX
settlement date, it has not been withdrawn by the NZX settlement date;
•any of the following actions are taken by the Financial Markets Authority (FMA), and not withdrawn within 2 business days or where an action is
taken less than 2 business days before the ASX settlement date, not withdrawn by the ASX settlement date:
oapplying for a declaration of contravention, a pecuniary penalty order, a compensatory order or civil liability order under Part 8 of the
Financial Markets Conduct Act 2013 (FMCA) in connection with the Placement;
oholding, or giving notice of intention to hold, a hearing or investigation in relation to the Placement, EBOS or its directors; or
oprosecuting or commencing proceedings against, or giving notice of an intention to prosecute or commence proceedings against
EBOS or any of its directors;
•NZX makes an official statement or notifies EBOS that EBOS’ fully paid ordinary shares (Shares) will be delisted, removed from quotation,
withdrawn from admission to trading status, subject to a trading halt or suspended from quotation (aside from a trading halt requested to
facilitate the Placement) or that quotation of the Placement Shares will not commence on or before the allotment date;
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RiskDescription
RISKS ASSOCIATED WITH THE OFFER
Underwriting Risk
(cont.)
•any event specified in the timetable is delayed for more than 1 business day without the approval of UBS (not to be unreasonably withheld or
delayed), other than any delay which is solely attributable to the acts or omissions of UBS;
•a certificate which is required to be furnished by EBOS under the Agreement is not furnished when required or when given is false, misleading or
deceptive;
•EBOS does not deliver, or cause to deliver, the Placement Shares to the settlement agent advised by UBS by the time specified in the Agreement
on the allotment date;
•any offering materials:
ocontains a statement, representation or information that is false, misleading or deceptive, is likely to mislead or deceive or confuse,
including by reason of:
▪the form or context in which the statement or information is made, published or provided; or
▪the omission of any other information that is material in the form or context in which it is made, published or provided;
oomits any information that is required to be contained by the FMCA, the FMC Regulations, the Corporations Act and all other
applicable laws which are required to be complied with;
ocontains a statement that is unsubstantiated (as that term is defined in section 23 of the FMC Act) other than a statement that a
reasonable person would not expect to be substantiated;
ootherwise fail to comply with the FMCA, FMC Regulations, the Corporations Act, the NZX Listing Rules, the ASX Listing Rules or other
applicable laws;
•EBOS does not allot or issue the Placement Shares within the time required by the timetable or is prevented from doing so by the NZX Listing
Rules, ASX Listing Rules, applicable laws, an order of a court of competent jurisdiction or a governmental authority;
•there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any governmental authority which makes it
illegal for UBS to satisfy an obligation under the Agreement, or to market, promote or settle the Placement;
•a matter has arisen which gives rise to a claim which is material in the context of the Placement;
•proceedings are commenced or there is a public announcement of an intention to commence proceedings before a court or tribunal of
competent jurisdiction in New Zealand seeking an injunction or other order in relation to the Placement, the Retail Offer or EBOS;
•any member of the EBOS Group or any of their respective directors, officers or senior managers (as that term is defined in the FMCA), or
proposed directors or officers or senior managers, engages in any fraudulent conduct or activity, whether or not in connection with the
Placement or the Retail Offer;
•there is an application to a governmental authority for an order, declaration or other remedy in connection with the Placement or the Retail
Offer or EBOS, or a governmental authority commences any investigation or hearing or announces its intention to do so, in each case in
connection with the Placement, Retail Offer or any agreement entered into in respect of the Placement or Retail Offer;
•a representation or warranty contained in the Agreement on the part of EBOS is not, or has ceased to be, true or correct;
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RiskDescription
RISKS ASSOCIATED WITH THE OFFER
Underwriting Risk
(cont.)
•a director, officer, or member of the executive management team of EBOS is:
ocharged with an indictable offence, an offence involving dishonesty (as defined in section 2(1) of the Crimes Act 1961) or any offence
under any legislation referred to in schedule 1 of the Financial Markets Authority Act 2011;
odisqualified from managing a company under the Companies Act 1993 (Companies Act) or a corporation under Part 2D.6 of the
Corporations Act; or
osubject of an application for a banning order or a pecuniary penalty order under the FMCA or the Corporations Act;
•any governmental Authority commences any public proceedings against, or investigation or inquiry into, a director, officer, or member of the
executive management team of EBOS;
•EBOS fails to perform or observe any of its obligations under the Agreement, including its undertakings;
•a suspension or limitation in trading in securities generally on the NZX Main Board, ASX, Hong Kong Stock Exchange, the New York Stock
Exchange or the London Stock Exchange in a material respect for one or more days on which that exchange is open for trading;
•a general moratorium on commercial banking activities in Australia, New Zealand, the United States, Hong Kong, Japan or any member state (or
former member state) of the European Union is declared by the relevant central banking authority in any of those countries, or there is a
material disruption in commercial banking or security settlement or clearance services in any of those countries;
•there is introduced a law or prospective law, or any new regulation is made under any statute, or a governmental authority adopts a policy, or
there is any announcement that such a law, prospective law or regulation may be introduced or policy may be adopted after the date of the
Agreement;
•other than as disclosed through the NZX and ASX market announcement platforms prior to the date of the Agreement, a change in the
chairperson of EBOS or in the chief executive offer of EBOS, occurs or is announced;
•any changes made or announced to be made to any governmental licence or a member of the EBOS Group receiving notice of proceedings,
termination, modification, revocation or default with respect to any governmental licence;
•there being a failure by any member of the EBOS Group or any of their respective directors to comply, and continue to comply, with any
provision of the EBOS Constitution, the Companies Act, the NZX Listing Rules, the FMCA, the FMC Regulations, the ASX Listing Rules, the
Corporations Act or any other statute, regulation or order required to be complied with by that person;
•between the date of the Agreement and 7.00pm (NZST) on the date the results of the Placement are announced, hostilities not then existing
commence or a major escalation in existing hostilities occurs involving any one or more of Australia, New Zealand, the United Kingdom, a
member of the European Union, the United States of America, Russia, Ukraine, Israel (including the territories of Gaza and the West Bank) or the
Peoples’ Republic of China (including Hong Kong), or a terrorist act is perpetrated on any of those countries or any diplomatic, military,
commercial or political establishment of any of these countries elsewhere in the world; or
•the FMA, NZX, ASX or any other governmental authority commencing or publicly announcing an intention to commence, an investigation,
proceedings or hearing into the conduct or affairs of EBOS or any member of the EBOS Group.
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RiskDescription
RISKS ASSOCIATED WITH THE OFFER
Market risk
In addition to EBOS specific factors, the price of EBOS securities on the ASX and NZX may rise or fall due to numerous factors including:
•New Zealand, Australian and international general economic conditions, including inflation rates, the level of economic activity, interest rates and
currency exchange rates;
•variations in the local and global market for listed securities;
•changes in government policy, legislation or regulation;
•investor expectations around earning, financial performance and the reporting and management of ESG issues; and
•general operation and business risks.
In particular, the market prices for many listed entities have in recent times been subject to wide fluctuations which in many cases may reflect a diverse
range of non-entity specific influences such as global hostilities and tensions, acts of terrorism, investor sentiment, movements in inflation and interest
rates, changes in government policy, and the general state of the economy. Such market fluctuations may materially adversely affect the market price of
EBOS securities.
EBOS securities may trade below the offer price and no assurances can be given that EBOS’s market performance will not be materially adversely
affected by any such market fluctuations or factors. No member of EBOS, nor any of their directors nor any other person guarantees EBOS’s market
performance.
Dilution risk
Shareholders who do not participate in the Placement or the Retail Offer (or who do participate but for an amount whereby the shareholder does not
maintain its pro rate stake in EBOS) will have their percentage security holding in EBOS diluted. Depending on the size of a shareholder's existing
holding and the number of New Shares allocated to them, a participating shareholder may still be diluted even though they participate in the
Placement and/or the Retail Offer. Investors may also have their investment diluted by future capital raisings by EBOS. EBOS may issue new securities in
the future, including (without limitation) to finance acquisitions or pay down debt which may, under certain circumstances, dilute the value of an
investor’s interest.
Liquidity Risk –
EBOS securities
EBOS shareholders who wish to sell their EBOS securities may be unable to do so at an acceptable price, or at all, if insufficient liquidity exists in the
market. There may be relatively few, or many, buyers or sellers of EBOS securities on NZX or ASX at any given time. This may increase the volatility of
the market price of EBOS securities. It may also affect the prevailing market price at which EBOS securityholders are able to sell their EBOS shares, or
whether they are able to sell at all. EBOS does not guarantee the market price or liquidity of EBOS securities and there is a risk that investors may lose
some or all of the money they have invested.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
APPENDIX –
INTERNATIONAL
OFFER
RESTRICTIONS
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INTERNATIONAL OFFER RESTRICTIONS
34
This document does not constitute an offer of new ordinary shares (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 outside New Zealand except to the extent permitted below.
AUSTRALIA
This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in accordance with
applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (Cth) (the Corporations Act). This
document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and is not required to, and does not,
contain all the information which would be required in a "disclosure document" under Australian law. Accordingly, this document may not contain all information which a
which a prospective investor may require to make a decision whether to subscribe for New Shares. This document may contain references to dollar amounts which are not
Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with investment in
foreign currency denominated investments and does not address Australian tax issues. EBOS is a company which is incorporated in New Zealand and the relationship between
it and investors will be largely governed by New Zealand law. This document has not been lodged with the Australian Securities and Investments Commission (ASIC), and
neither ASIC nor the Australian Securities Exchange take any responsibility for the contents of this document.
Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial product advice for the purposes of Chapter 7 of the
Corporations Act.
BERMUDA
This document may be distributed, and the New Shares may be offered and sold, only from outside Bermuda to institutional and professional investors in Bermuda. No offer or
invitation to subscribe for New Shares may be made to the public in Bermuda or in any manner that would constitute engaging in business in or from within Bermuda. In
addition, no invitation is being made to persons resident in Bermuda for exchange control purposes to subscribe for New Shares.
CANADA (BRITISH COLUMBIA, ONTARIO AND QUEBEC PROVINCES)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the Provinces), only to persons to whom New Shares may
be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of
securities in the Provinces. This document may only be distributed in the Provinces to persons who are (i) “accredited investors” (as defined in National Instrument 45-106 –
Prospectus Exemptions) and (ii) “permitted clients” (as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations) if a
lead manager offering the New Shares in Canada is relying upon the international dealer exemption under NI 31-103.
No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares
and any representation to the contrary is an offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully
participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities
regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While
such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside
Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within
Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a
result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the
Company or such persons outside Canada.
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INTERNATIONAL OFFER RESTRICTIONS
35
CANADA (BRITISH COLUMBIA, ONTARIO AND QUEBEC PROVINCES) (CONT.)
Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering
memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights
or consult with a legal adviser.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection
with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or
relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la
réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque
manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais
seulement.
CAYMAN ISLANDS
This document may be distributed, and the New Shares may be offered and sold, only from outside the Cayman Islands to institutional and professional investors in the
Cayman Islands. No offer or invitation to subscribe for New Shares may be made to the public in the Cayman Islands or in any manner that would constitute carrying on
business in the Cayman Islands.
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). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to “professional investors”
(as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue,
in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional
investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months
following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt
about any contents of this document, you should obtain independent professional advice.
JAPAN
The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as
amended (the FIEL) 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 FIEL 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.
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INTERNATIONAL OFFER RESTRICTIONS
36
LUXEMBOURG
This document has not been, and will not be, registered with or approved by any securities regulator in Luxembourg or elsewhere in the European Union. Accordingly, this
document may not be made available, nor may the New Shares be offered for sale, in Luxembourg 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 Luxembourg is limited to persons who are “qualified investors” (as defined in Article
2(e) of the Prospectus Regulation).
NORWAY
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75.
Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New Shares
may not be offered or sold, directly or indirectly, in Norway except to “professional clients” (as defined in the Norwegian Securities Trading Act).
SINGAPORE
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary
Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New
Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001
of Singapore (the SFA) or another exemption under the SFA.
This document has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such
an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be
applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and
comply accordingly.
SWITZERLAND
The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in
Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are
understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.
No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In
particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in
Switzerland. The New Shares will only be offered to investors who qualify as “professional clients” (as defined in the Swiss Financial Services Act). This document is personal
to the recipient and not for general circulation in Switzerland.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
37
UNITED ARAB EMIRATES
This document does not constitute a public offer of securities in the United Arab Emirates and the New Shares may not be offered or sold, directly or indirectly, to the public
in the UAE. Neither this document nor the New Shares have been approved by the Securities and Commodities Authority (SCA) or any other authority in the UAE.
No marketing of the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities
may be consummated within the UAE. This document may be distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision
No.13/RM of 2021, as amended).
No offer of New Shares will be made to, and no subscription for New Shares will be permitted from, any person in the Abu Dhabi Global Market or the Dubai International
Financial Centre.
UNITED KINGDOM
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no
prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in
respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the
publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to “qualified investors” within the meaning
of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to
any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares
has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which
section 21(1) of the FSMA does not apply to the 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 (relevant persons). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act
or rely on this document.
UNITED STATES
This document may not be distributed or released in the United States.
This document does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. The New Shares 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. Accordingly,
the New Shares may not be offered or sold to, directly or indirectly, persons in the United States, except in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
www.ebosgroup.com
---
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
10 April 2025
NZX Limited
Level 1, NZX Centre
11 Cable Street
Wellington
ASX Limited
20 Bridge Street
Sydney NSW 2000
EBOS GROUP LIMITED (NZX/ASX: EBO) - NOTICE PURSUANT TO CLAUSE 20(1)(A)
OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014
1 EBOS Group Limited (EBOS) has announced that it intends to undertake an offer of
new fully paid ordinary shares in EBOS of the same class as already quoted on the
Main Board of NZX Limited and the Australian Securities Exchange operated by ASX
Limited (New Shares), comprising:
1.1 an underwritten placement of New Shares to selected investors to raise
approximately A$200 million (NZ$217 million) (the Placement); and
1.2 a non-underwritten retail share offer to EBOS’ eligible existing shareholders
with a registered address in New Zealand or Australia to raise up to A$50
million (NZ$54 million) (subject to the ability for EBOS to scale applications or
accept oversubscriptions at its complete discretion) (the Retail Offer).
The Placement, the Retail Offer and any ancillary offers of shortfall shares acquired
or to be acquired by the underwriters (or third parties) in the Placement are referred
to together as, the Offer.
2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (FMC Regulations) and the Financial Markets Conduct Act 2013
(FMC Act), EBOS advises that:
2.1 EBOS is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMC Act and is giving this notice under clause 20(1)(a) of
Schedule 8 to the FMC Regulations.
2.2 As at the date of this notice:
(a) EBOS is in compliance with the continuous disclosure obligations that
apply to it in relation to its quoted ordinary shares;
(b) EBOS is in compliance with its “financial reporting obligations” (as
defined in clause 20(5) of Schedule 8 to the FMC Regulations); and
(c) there is no information that is "excluded information" (as defined in
clause 20(5) of Schedule 8 to the FMC Regulations) in respect of EBOS.
2.3 The Offer is not expected to have any material effect or consequence on the
“control” (as defined in clause 48 of Schedule 1 to the FMC Act) of EBOS.
3 A separate notice will be given under s 708A(5)(e) of the Corporations Act 2001
(Cth) following allotment of shares pursuant to the Offer.
END
For further information please contact:
Martin Krauskopf
Chief Strategy and Corporate Development Officer
+61 3 9918 5555
Authorised for lodgement with NZX and ASX by the EBOS Board
Important notice
This communication is not for distribution or release in the United States. This
communication 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 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, directly or indirectly, in the United States, except in transactions exempt
from, or not subject to, the registration requirements of the U.S. Securities Act and
applicable securities laws of any state or other jurisdiction of the United States.
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 4
Section 1: Issuer information (mandatory)
Name of issuer EBOS Group Limited
Class of Financial Product Ordinary Shares
NZX ticker code EBO
ISIN (If unknown, check on NZX
website)d
NZEBOE0001S6
Name of Registry Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
X Renounceable
Rights issue or
Accelerated
Offer
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue
Placement X
Record date 09/04/2025
Ex Date (one business day before the
Record Date)
08/04/2025
Currency NZD / AUD
External approvals required before offer
can proceed on an unconditional basis?
N
Details of approvals required N/A
Section 6: Share Purchase Plans/retail offer
Number of Equity Securities to be
issued
OR
Maximum dollar amount of Equity
Securities to be issued
Up to:
(a) NZ$100,000 per shareholder/beneficial owner with
a registered address in New Zealand; or
(b) A$45,000 per shareholder/beneficial owner with a
registered address in Australia. However, if a
shareholder in Australia applies for an A$ amount
of shares, and the exchange rate varies such that
the A$ amount applied for exceeds the NZ$50,000
regulatory limit (on the basis of the NZ$:A$
exchange rate published by the Reserve Bank of
Australia on its website at 6.00pm New Zealand
time on the Retail Offer closing date), shares
having a total issue price equal to NZ$50,000,
which may be less than A$45,000, will be issued
2 of 4
to the shareholder and they will be refunded the
excess cash amount.
Any amount issued to a shareholder/beneficial owner in
excess of the prescribed limit under the NZX LR for share
purchase plans of NZ$50,000 will be facilitated using
EBO’s placement capacity under NZX LR 4.5.1.
EBO reserves the right to, at its absolute discretion, allow
oversubscriptions.
Minimum application amount (if
any)
No minimum application amount.
Maximum application amount per
Equity Security holder
NZ registered shareholders: NZ$100,000
AUS registered shareholders: A$45,000
Subscription price per Equity
Security
The lower of:
• The price paid by investors in EBO’s Placement
announced on 10/04/2025 (the details of which are
below); and
• the five day volume weighted average price of EBO
shares traded on NZX during the last five NZX
trading days up to, and including, the Retail Offer
closing date.
Scaling reference date Scaling according to holdings on the record date of
09/04/2025
Closing date 06/05/2025
Allotment date 13/05/2025
Section 7: Placement
Number of Equity Securities to be
issued
Up to 5,926,876
Issue price per Equity Security NZ$36.65
Maximum dollar amount of Equity
Securities to be issued
A$200 million (NZ$217 million)
Proposed issue date 17/04/2025
Existing holders eligible to
participate
Y
Related Parties eligible to
participate
Y
Basis upon which participation by
existing Equity Security holders will
be determined
By reference to holdings on the record date of 09/04/2025
Purpose(s) for which the Issuer is
issuing the Equity Securities
Due to funding the acquisition by EBO of SVS Veterinary
Supplies and the acquisition of the final 10% stake in
Transmedic Pte Ltd.
Funds raised in excess of the acquisition consideration
will provide further balance sheet capacity to fund
additional future growth opportunities.
3 of 4
Reason for placement rather than a
pro-rata rights issue or an offer
under a Share Purchase Plan in
which the Issuer’s existing Equity
Security holders would have been
eligible to participate
EBO has chosen to undertake a Placement in conjunction
with a Retail Offer to raise capital.
The board of directors of EBO has determined that this
capital raising structure is in the best interests of EBO,
after carefully considering alternative capital raising
structures, and weighing the benefits of this capital raising
structure against the expected impact on non-participating
Shareholders. In particular, EBO’s board elected to use a
combination of a Placement and a Retail Offer for this
equity raise as:
• As compared to other capital raising structures (such
as a pro-rata rights issue), such a structure provides
the tightest pricing, quickest execution and time to
settlement.
• It is able to be structured to give the vast majority of
EBO’s shareholders the opportunity to maintain their
relative shareholdings if desired. Further, the small
overall size of the Placement (constituting approx.
3% of EBO’s issued share capital) means that any
dilutionary impact will be limited.
• The structure is well understood by EBO’s
shareholders having been used for a previous capital
raise in December 2021 which was considered by
EBO to be a highly successful capital raise in relation
to the pricing achieved and supporting pro rata
participation.
Equity Securities to be issued
subject to voluntary escrow
N
Number and class of Equity
Securities to be issued that will be
subject to voluntary escrow and the
date from which they will cease to
be escrowed
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed Y
Name of Lead Manager(s) UBS New Zealand Limited
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
The Lead Manager/Underwriter will be paid a fee by EBO
for its services in connection with acting as lead manager
and underwriter in respect of the Placement consisting of:
• a fee of 1.6% of the gross proceeds raised under the
Placement (excluding GST, if any); and
• in certain circumstances an incentive fee of up to 0.3%
of the gross proceeds raised under the Placement
(excluding GST, if any). The amount of the incentive
fee, if paid, will be determined in accordance with the
Placement Agreement and at the absolute discretion
of EBO.
No fee is payable to the Lead Manager/Underwriter in
respect of the gross proceeds raised in the Retail Offer,
which is not underwritten.
4 of 4
For completeness, EBO notes that:
• a fee will be payable by EBO to brokers who lodge
acceptances on behalf of eligible shareholders in the
Retail Offer of 0.5% of application monies, subject to a
maximum of A$250 per application and an aggregate
cap of A$150,000 for all applications; and
• EBO will also incur standard share registry fees and
legal and other external adviser fees in connection
with the equity raise.
Underwritten Y
Name of Underwriter(s) UBS New Zealand Limited
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
Fully underwritten Placement.
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
The Lead Manager/Underwriter will be paid a fee by EBO
for its services in connection with acting as lead manager
and underwriter in respect of the Placement consisting of:
• a fee of 1.6% of the gross proceeds raised under the
Placement (excluding GST, if any); and
• in certain circumstances an incentive fee of up to 0.3%
of the gross proceeds raised under the Placement
(excluding GST, if any). The amount of the incentive
fee, if paid, will be determined in accordance with the
Placement Agreement and at the absolute discretion
of EBO.
No fee is payable to the Lead Manager/Underwriter in
respect of the gross proceeds raised in the Retail Offer,
which is not underwritten.
For completeness, EBO notes that:
• a fee will be payable by EBO to brokers who lodge
acceptances on behalf of eligible shareholders in the
Retail Offer of 0.5% of application monies, subject to a
maximum of A$250 per application and an aggregate
cap of A$150,000 for all applications; and
• EBO will also incur standard share registry fees and
legal and other external adviser fees in connection
with the equity raise.
Summary of significant events that
could lead to the underwriting
being terminated
Refer to the announcement lodged with NZX and ASX on
10 April 2025 entitled “ACQUISITIONS AND EQUITY
RAISING”.
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Janelle Cain
Contact person for this announcement Janelle Cain
Contact phone number +61 3 9918 5555
Contact email address janelle.cain@ebosgroup.com
Date of release through MAP 10/04/2025
---
This appendix is available as an online form
Only use this form if the online version is not available Rule 3.10.3
+ See chapter 19 for defined terms
5 February 2024 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 that will not have CDIs issued over them, you will need to obtain and provide an
International Securities Identification Number (ISIN) for that class. For offers where the securities
proposed to be issued are in an existing class of security, and the event timetable includes rights (or
entitlement for non-renounceable issues), and deferred settlement trading or a representation of such,
ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred
settlement trading. This code will be different to the existing class. If the securities do not rank equally
with the existing class, the same ISIN code will be used for that security to continue to be quoted while
it does not rank.
Further information on the requirement for the notification of an ISIN is available from the Create
Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 2
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.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
EBOS Group Limited (“EBOS”)
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 166 840 973
1.3 *ASX issuer code EBO
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
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 3
1.4b *Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.4d
*Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.5 *Date of this announcement 10 April 2025
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.
☐ A +bonus issue (complete Parts 2 and 8)
☐ A standard +pro rata issue (non-renounceable or
renounceable) (complete Q1.6a and Parts 3 and 8)
☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
☒ An offer of +securities under a +securities purchase
plan (complete Parts 4 and 8)
☐ A non-+pro rata offer of +securities under a
+disclosure document or +PDS (complete Parts 5 and 8)
☐ A non-+pro rata offer to wholesale investors under an
information memorandum (complete Parts 6 and 8)
☒ A placement or other type of issue (complete Parts 7 and
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Non-renounceable
☐ Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
☐ Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐ Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐ Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐ Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐ Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 4
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 *Do any external approvals need to be
obtained or other conditions satisfied before
the +bonus issue can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
Yes or No
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
*Is the date
estimated or
actual?
The ‘date for
determination’ is
the date that
you expect to
know if the
approval is
given or
condition is
satisfied (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 received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the bonus
issue in Appendix 7A of
the listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 5
Other (please specify
in comment section)
Part 2B – Proposed +bonus issue - issue details
Question
No.
Question Answer
2B.1 *+Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.
2B.2
*+Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)
2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
for
2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
2B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
Part 2C – Proposed +bonus issue – timetable
Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).
2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.
2C.4 *Record date
Same as Q2C.1 above
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 6
2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.
2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.
2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).
Part 2D – Proposed +bonus issue – further information
Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
Yes or No
2D.1a
Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.
2D.2
*Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).
2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
Yes or No
2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.
2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue
2D.5 Any other information the entity wishes to
provide about the proposed +bonus issue
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 7
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 *Do any external approvals need to be
obtained or other conditions satisfied before
the entitlement offer can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
Yes or No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (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).
*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. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the
entitlement offer in
Appendix 7A of the
listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 8
Part 3B – Proposed standard pro rata issue entitlement offer - offer details
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3B.1 *+Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3B.2 *+Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)
3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
for
3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.
3B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.
3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3B.9 *Has the offer price been determined? Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 9
3B.9a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3B.9 is
“Yes”.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.
Part 3C – Proposed standard pro rata issue – timetable
If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant
questions in this part.
Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)
3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.
3C.3 *Date rights trading commences
For renounceable issues only - this is the date that
rights will commence quotation initially on a deferred
settlement basis
3C.4 *Record date
Same as Q3C.1 above
3C.5 *Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
noon Sydney time that the offer documents have been
sent or will have been sent by the end of the day.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 10
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. Notification must be
made before noon (Sydney time) on this day.
3C.8 *Date rights trading ends
For renounceable issues only - rights trading ends at
the close of trading 5 business days before the
applications closing date.
3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends
3C.10 [deleted]
3C.11 *+Issue date and last day for entity to
announce results of +pro rata issue
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.
3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.
3C.13
*First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).
Part 3D – Proposed accelerated offer – offer details
Question
No.
Question Answer
3D.1 *+Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3D.2 *+Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
3D.3 *Has the offer ratio been determined? Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 11
3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
for
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐ Fractions rounded up to the next whole
number
☐ Fractions rounded down to the nearest
whole number or fractions disregarded
☐ Fractions sold and proceeds distributed
☐ Fractions of 0.5 or more rounded up
☐ Fractions over 0.5 rounded up
☐ Not applicable
3D.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3D.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
3D.7
*Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3D.9 *Has the offer price for the institutional offer
been determined?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 12
3D.9a *What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.9 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
3D.9b *How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
3D.9d *Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q3D.9c is “Yes”.
3D.10 *Has the offer price for the retail offer been
determined?
Yes or No
3D.10a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.10 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 13
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).
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
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 14
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 noon 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. Notification must be
made before noon (Sydney time) on this day.
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 [deleted]
3E.19
Last day to announce results of retail offer,
bookbuild for any shortfall (if applicable)
Note this is the last day to announce results of retail
offer for all offers except JUMBO and ANREO offers.
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 and
last day for entity to announce results of
retail offer
Per Appendix 7A section 4, the issue date should be
no more than 5 business days after the offer closes
date. Per Appendix 7A sections 5 and 6, the issue date
should be no more than 8 business days after the offer
closes date. This is the last day for the entity to issue
the securities taken up in the pro rata issue and lodge
an Appendix 2A with ASX to apply for quotation of the
securities. Deferred settlement trading (if applicable)
will end at market close on this day.
Note, this is the last day for entity to announce results
of retail offer for JUMBO and ANREO offers only.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 15
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?
Yes or No
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
3F.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
3F.2 *Is the proposed offer to be underwritten? Yes or No
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
3F.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 16
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”.
Yes or No
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
3F.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
3F.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
Dollar based ($) or percentage based (%)
3F.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
$
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 17
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?
Yes or No
3G.2a *Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.
3G.3
*Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
3G.3a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 18
3G.4 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated): The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
Yes or No
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.
3G.6 URL on the entity's website where investors
can download information about the
proposed issue
3G.7 Any other information the entity wishes to
provide about the proposed issue
3G.8
*Will the offer of rights under the rights issue
be made under a +disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 19
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
*Do any external approvals need to be
obtained or other conditions satisfied before
the offer of +securities under the +securities
purchase plan can proceed on an
unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
No
4A.1a
Conditions
Answer these questions if your response to 4A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (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).
*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.
EBO: ordinary fully paid
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 20
4B.2 *+Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
A +security purchase plan is defined in Chapter 19 of
the Listing Rules as a purchase plan, as defined in
ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/54. The ASIC Corporations
(Share and Interest Purchase Plans) Instrument
2019/54 is relevant for shares or interest that are in a
class which is quoted on the financial market operated
by ASX. Unquoted securities and securities that are not
yet quoted on ASX do not fall within the definition of
+security purchase plan, this has consequences for
Listing Rules 7.2 exception 5 and 10.12 exception 4.
Please ensure that you have received appropriate legal
advice with regards to an offer that includes an offer of
attaching securities.
EBO: ordinary fully paid
4B.2a If the offer includes attaching +securities –
please confirm whether the offer of the
attaching +securities is a separate offer to
the offer pursuant to the +security purchase
plan
N/A
4B.2b If the offer includes attaching +securities –
please confirm whether the attaching
+securities are being offered under a
+disclosure document or +PDS
N/A
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
The number of shares to be issued pursuant
to the share purchase plan (“retail offer”) is
dependent on take up by eligible
shareholders and subject to any scale back
in EBOS’ discretion 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. The retail offer is
expected to raise up to A$50 million
(NZ$54 million) but may be more or less.
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”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 21
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”.
NZ$100,000 / A$45,000
4B.8 *Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
No parcel arrangement
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
Yes
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
EBOS reserves the right to scale back
applications in its discretion having regard to
the number of EBOS Shares held by the
applicant (or, in the case of an application
made by a custodian, the relevant beneficial
owner(s) named in the schedule submitted)
on the record date.
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
NZ$ and A$
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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 22
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
Retail offer Shares are offered to New
Zealand shareholders at the lower of:
• NZ$36.65 per share, being the price
payable by investors under the Placement;
and
• the five day volume weighted average
price of EBOS Shares traded on NZX Main
Board during the five trading days up to, and
including, the closing date of the retail offer.
The NZ$ offer price will be determined on
the closing date of the retail offer.
The A$ offer price per share for Australian
shareholders will also be determined on the
closing date for the retail offer based on the
NZ$:A$ exchange rate published by the
Reserve Bank of Australia on its website at
4.00pm AEST on the closing date for the
retail offer (rounded to the nearest cent).
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
preferably be made prior to the commencement of
trading on the announcement date but ASX will accept
announcements after this time.
10 April 2025
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.
9 April 20205
4C.3 *Date on which offer documents will be
made available to investors
16 April 20205
4C.4 *Offer open date 16 April 20205
4C.5 *Offer closing date 6 May 20205
4C.6 [deleted]
4C.7
*+Issue date and last day for entity to
announce results of +security purchase plan
offer
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 5 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before noon Sydney time on this day
13 May 20205
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 23
Part 4D – Proposed offer under +securities purchase plan – listing rule requirements
Question
No.
Question Answer
4D.1
*Does the offer under the +securities
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
• the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
• the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
• the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
Yes. ASX has agreed to grant waivers from
ASX Listing Rules 7.1 and 10.11 in respect
of the retail offer so that the issue of
NZ$50,000 of new shares per applicant
under the retail offer is an exception to ASX
Listing Rules 7.1 and 10.11.
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”.
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.
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”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 24
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.
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?
No
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
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”.
4E.2 *Is the proposed offer to be underwritten? No
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.
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”.
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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 25
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.
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.
Yes or No
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.
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”.
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.
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes
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”.
Percentage based and dollar based (see
below).
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”.
A fee of NZ$6.00 will be paid to New
Zealand retail investment platforms
(determined by EBOS) on each successful
application submitted on behalf of
underlying investors.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 26
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”.
A stamping fee of 0.5% of application
monies on New Shares allotted will be paid
to eligible NZX or ASX firms who submit a
valid claim for a broker stamping fee on
successful Applications for New Shares
allotted via NZX or ASX firms, subject to a
fee limit of NZ$250 per Shareholder.
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”.
The above fees are subject to an aggregate
cap of A$150,000 for all applications.
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Standard share registry fees and legal and
other external adviser fees.
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:
Refer to the announcement lodged with NZX
and ASX on 10 April 2025 entitled
“ACQUISITIONS AND EQUITY RAISING”.
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
Only those shareholders who were recorded
in EBOS’ share register as at 7:00pm NZDT
/ 5:00pm AEST on 9 April 2025 as being a
registered holder of Shares with an address
in New Zealand or Australia, and who are
not acting for the account or benefit of a
person in the United States, are eligible to
participate in the retail offer. Shareholders
with a registered address as at the Record
Date in other countries are not eligible to
participate.
4F.4 *URL on the entity's website where
investors can download information about
the proposed offer
www.shareoffer.co.nz/ebos
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 27
4F.5 Any other information the entity wishes to
provide about the proposed offer
None
Part 5 – Details of proposed non-pro rata offer under a +disclosure
document or +PDS
If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –
5F and the details of the securities proposed to be issued in Part 8.
Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –
conditions
Question
No.
Question Answer
5A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer of +securities under a
+disclosure document or + PDS can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (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).
*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)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 28
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
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
5B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
5B.5
*Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
5B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.
5B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
5B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.
5B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 29
5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.
5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
5B.9 *Has the offer price been determined? Yes or No
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.
5B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.
5B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
5B.9d
*Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes”.
Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –
timetable
Question
No.
Question Answer
5C.1 *Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.
5C.2 *Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors
5C.3 *Offer open date
5C.4 *Closing date for receipt of acceptances
5C.5 [deleted]
5C.6 *Proposed +issue date
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 30
Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –
listing rule requirements
Question
No.
Question Answer
5D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
5D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.
5D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
5D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
5D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
5D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
5D.2
*Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 31
Part 5E – Proposed non-pro rata offer under a +disclosure document or +PDS –
fees and expenses
Question
No.
Question Answer
5E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.2 *Is the proposed offer to be underwritten? Yes or No
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.
5E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
5E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 32
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?
Yes or No
5E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
5E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.
$
5E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.
%
5E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.
5E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 33
Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –
further information
Question
No.
Question Answer
5F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
5F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
5F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.
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
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 34
Part 6 – Details of proposed non-pro rata offer to wholesale investors
under an +information memorandum
If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete
Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.
Part 6A – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – conditions
Question
No.
Question Answer
6A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer to wholesale investors
under an information memorandum can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
6A.1a Conditions
Answer these questions if your response to 6A.1 is “Yes”
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (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).
*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)
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 35
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)
6B.2 *The number of +securities to be offered
under the +information memorandum
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
6B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
6B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.
6B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
6B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.
6B.5
*Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
6B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.
6B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
6B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.
6B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 36
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.
6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
6B.9 *Has the offer price been determined? Yes or No
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.
6B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
6B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
6B.9d
*Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes”.
Part 6C – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – timetable
Question
No.
Question Answer
6C.1 *Expected date of +information
memorandum
6C.2 *Date when +information memorandum and
acceptance forms will be made available to
investors
6C.3 *Offer open date
6C.4 *Closing date for receipt of acceptances
6C.5 [deleted]
6C.6 *Proposed +Issue date
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 37
Part 6D – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – listing rule requirements
Question
No.
Question Answer
6D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
6D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.
6D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
Yes or No
6D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
6D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing
your response to Q6D.1 is “No”.
Yes or No
6D.1c(i)
*How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
6D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 38
Part 6E – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – fees and expenses
Question
No.
Question Answer
6E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.1b
*What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.2 *Is the proposed offer to be underwritten? Yes or No
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
6E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes
6E.2c
*What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
6E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
6E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 39
6E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.
6E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
6E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
6E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
6E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
$
6E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
%
6E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.
6E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 40
Part 6F – Proposed non-pro rata offer to wholesale investors under an +information
memorandum – further information
Question
No.
Question Answer
6F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐ For additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered [provide
details below]
☐ Other [provide details below]
Additional details:
6F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
6F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.
6F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
6F.4 *URL on the entity’s website where
wholesale investors can download the
+information memorandum
6F.5 Any other information the entity wishes to
provide about the proposed offer
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 41
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 *Do any external approvals need to be
obtained or other conditions satisfied before
the placement or other type of issue can
proceed on an unconditional basis?
For example, this could include:
• +Security holder approval
• Court approval
• Lodgement of court order with +ASIC
• ACCC approval
• FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (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).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 7B – Details of proposed placement or other issue - issue details
Question
No.
Question Answer
7B.1 *+Class of +securities to be offered under
the placement or other issue (please enter
both the ASX security code & description)
EBO: ordinary fully paid
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 42
7B.2 Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
5,926,876 EBOS fully paid ordinary shares
7B.3 *Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
7B.3a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
NZ$ and A$
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
The new shares under the Placement will be
issued at NZ$36.65 per share or
alternatively in an equivalent A$ amount,
which will be determined by reference to the
NZ$:A$ exchange rate as reported by the
Reserve Bank of Australia as at 4pm AEST
on 10 April 2025.
7B.3c
AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
The price for shares issued in A$ under the
placement will be determined by reference
to the NZ$:A$ exchange rate as reported by
the Reserve Bank of Australia as at 4pm
AEST on 10 April 2025.
7B.3d Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
7B.3e Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
Part 7C – Proposed placement or other issue – timetable
Question
No.
Question Answer
7C.1 *Proposed +issue date 17 April 2025
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 43
Part 7D – Proposed placement or other issue – listing rule requirements
Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
No
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”.
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”.
Yes
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.
5,926,876 EBOS fully paid ordinary shares
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”.
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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 44
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”.
7D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
No
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”.
7D.4
*Will any of the +securities to be issued be
subject to +voluntary escrow?
No
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
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”.
UBS New Zealand Limited ("UBS")
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”.
EBOS has agreed to pay to UBS a fee equal
to 1.6% of the gross proceeds raised under
the Placement for acting as lead manager
and underwriter of the Placement.
In certain circumstances, EBOS may pa an
incentive fee of up to 0.3% of the gross
proceeds raised under the Placement. The
amount of the incentive fee, if paid, will be
determined in accordance with the
Placement Agreement and at the absolute
discretion of EBOS.
7E.2 *Is the proposed issue to be underwritten? Yes
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 45
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
UBS
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
Fully underwritten
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
As noted in 7E.1b:
- EBOS has agreed to pay to UBS a fee
equal to 1.6% of the gross proceeds raised
under the Placement for acting as lead
manager and underwriter of the Placement.
- In certain circumstances, EBOS may pa an
incentive fee of up to 0.3% of the gross
proceeds raised under the Placement. The
amount of the incentive fee, if paid, will be
determined in accordance with the
Placement Agreement and at the absolute
discretion of EBOS.
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.
Refer to the announcement lodged with NZX
and ASX on 10 April 2025 entitled
“ACQUISITIONS AND EQUITY RAISING”.
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.
No
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”.
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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 46
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 fees, settlement
fees and legal and other external adviser
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:
Refer to the announcement lodged with NZX
and ASX on 10 April 2025 entitled
“ACQUISITIONS AND EQUITY RAISING”.
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
None
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 47
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 +class of +securities proposed to be
issued is:
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")
8A.2 *Any on-sale of the +securities proposed to
be issued within 12 months of their date of
issue will comply with the secondary sale
provisions in sections 707(3) and 1012C(6)
of the Corporations Act by virtue of:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable)”, “An accelerated offer”, “A non-pro rata
offer to wholesale investors under an information
memorandum” or “A placement or other type of issue”
and your response to Q8A.1 is “existing quoted class”
or “new quoted class”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of the securities
proposed to be issued, it gives a warranty that an offer
of the securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or
1012C(6) of the Corporations Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see ASIC
Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your
legal adviser.
☐ The publication of a +disclosure
document or +PDS for the +securities
proposed to be issued
☒ The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
☐ The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities
proposed to be issued that meets the
requirements of section 708A(11) or
1012DA(11)
☐ An applicable ASIC instrument or class
order
☐ Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities were issued.
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 is taken to have applied for quotation of all of the +securities
that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX
Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure
document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 48
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 EBO: ordinary fully paid
8B.1a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities do not have
+CDIs issued over them)
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”.
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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 49
8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Wholesale debt securities
☐ Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities that will not have CDIs issued over
them. See also the note at the top of this form.
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities do not have
+CDIs issued over them)
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”.
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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 50
8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
8C.6
*Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
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).
*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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 51
*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).
*Interest or dividend 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
Note, this and the following questions also refer to
dividend rates and payments, as would be relevant to
preference securities.
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
*Frequency of coupon/interest/dividend
payments per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 52
*First interest/dividend 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/dividend rate per annum
Answer this question if the interest rate type is fixed.
*Is the interest/dividend rate per annum
estimated at this time?
Answer this question if the interest rate type is fixed.
*If the interest/dividend 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/dividend 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/dividend 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.
*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.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 53
*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)?
*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)?
Yes or No
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 54
*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 are converted,
transformed or exchanged (including, if
applicable, any interest)
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.
8C.7d Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
CFI
FISN
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
Total principal amount of class
Face value
This is the offer / issue price or value at which the
security was offered on issue.
Number of +securities
This should be the total principal amount of class
divided by the face value
*Interest rate type
Select the appropriate interest rate type per the terms
of the security.
☐ Fixed rate
☐ Floating rate
☐ Fixed to floating
☐ Floating to fixed
*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.
*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments. The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
%
This appendix is available as an online form Appendix 3B
Proposed issue of securities
+ See chapter 19 for defined terms
5 February 2024 Page 55
*Maturity date
The date on which the security matures.
Class type description
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☐ Not applicable
Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21; 05/02/24
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.