Capital Change Notice for Placement

Capital Change Notice



Section 1: Issuer information
Name of issuer EBOS Group Limited
NZX ticker code EBO
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZEBOE0001S6
Currency NZD / AUD
Section 2: Capital change details
Number issued/acquired/redeemed 5,926,876
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security NZ$36.65 or A$33.69 (which has been
determined by reference to the NZ$:A$
exchange rate as reported by the Reserve
Bank of Australia as at 4pm AEST on 10
April 2025)
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
3.02842811%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of ordinary shares under a
placement conducted by EBO.
The placement was conducted in
connection with EBO funding the
acquisition 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.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
201,634,873
None held as Treasury Stock

In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution dated 30 March 2025
and directors’ certificate dated 31 March
2025 for the issue pursuant to NZX listing
Rules 4.3 and 4.5
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
New ordinary shares which rank equally
with all other fully paid ordinary shares in
EBO
Date of issue/acquisition/redemption 17/04/2025
Section 3: Disclosure required for Placements made under Rule 4.5.1
Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
Having regard to the objectives which supported
EBO’s choice of offer structure (being a Placement
and Retail Offer), EBO’s objectives and criteria for
allocations under the Placement were:
•
maximise participation by existing shareholders
through broad eligibility and widely marketing
the offer through various channels;
•
allocate existing shareholders at least their pro-
rata equivalent on a ‘best efforts’ basis, subject
to their demand;
•
strengthen EBOS’ share register; and
•
make allocations above pro-rata having regard
to the following criteria:
o
quality of investor (including size and
investment thesis);
o
support of EBO to date (including existing
or previous shareholders, length of
shareholding, size of investment);
o
the timing of the investor’s interest (in
particular, how early in the offering
process the investor expressed interest),
seeking to prioritise investors that provide
early bids and deal leadership;
o
the size of an investor’s expressed interest
(both absolutely and relative to the
investor’s portfolio) or assets under
management;
o
location of the investor and any applicable
selling restrictions or other relevant legal
or regulatory restrictions in jurisdictions
with which the investor is located.

Final allocation decisions were made by EBO, and
reflected input and advice from the Lead Manager
of the offer.

There were no significant exceptions or deviations
from the objectives and criteria set out above.

Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Janelle Cain, General Counsel
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

17/04/2025