Investor Presentaiton
Underwriting Agreement summary (continued)
o)
* Orora contravenes any provision of the Corporations Act, the Constitution, ASX Listing Rules or any other applicable law or any Offer Materials or any aspect of the Offer does not comply with the Corporations Act or the ASX
Listing Rules (or waivers from them), ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 or any other applicable law;
p)
q)
r)
s)
t)
u)
* Orora or any of its directors or officers engage in any fraudulent conduct or activity by or on behalf of Orora, or civil or criminal proceedings are brought against Orora, any of its directors or officers in relation to any fraudulent,
misleading or deceptive conduct by or on behalf of Orora, whether or not in connection with the Offer;
* a director or the Chief Executive Officer or Chief Financial Officer of Orora is charged with an indictable offence or a government agency charges or commences any court proceedings or public action against Orora or any of its
directors (in their capacity as a director of Orora) or announces an intention to take such action or commences a hearing or investigation into Orora and such hearing or investigation is not withdrawn within 3 business days after
it is made, or before the settlement date of the Placement and Institutional Entitlement Offer, or any director is disqualified from managing a corporation under the Corporations Act;
* where one of the Chief Executive Officer, Chief Financial Officer or Chair of Orora's board resigns or is terminated from their respective roles;
* there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any State or Territory a new law or regulation, or the Reserve Bank of Australia, or any Commonwealth or
State authority, including ASIC, adopts or announces a proposal to adopt a new policy (other than a law, regulation or policy which has been announced before the date of the Underwriting Agreement) which does or is likely to
prohibit, regulate or materially inhibit the Offer, capital markets or stock markets;
* any of the following occurs: (i) trading of all securities quoted on ASX, London Stock Exchange, Hong Kong Stock Exchange, New York Stock Exchange or NASDAQ is suspended or limited in a material respect for one day (or a
substantial part of one day) on which that exchange is open for trading; or (ii) a general moratorium on commercial banking activities in Australia, Hong Kong, Singapore, the United States or the United Kingdom is declared by the
relevant central banking authority or there is a disruption in commercial banking or security settlement or clearance services in any of those countries; or (iii) any adverse change or disruption to the existing financial markets,
political or economic conditions of Australia, Hong Kong, Singapore, the United States or the United Kingdom or the international financial markets or any change in national or international political, financial or economic
conditions, from those existing at the date of the Underwriting Agreement; or
* hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New
Zealand, the United States of America, United Kingdom, Hong Kong, the People's Republic of China, Russia or a major terrorist act is perpetrated on any of those countries or any diplomatic establishment of any of those
countries, or chemical, nuclear or biological weapons of any sort are used in connection with, or the military of any member of NATO becomes directly involved in, the Ukraine conflict that is ongoing as at the date of the
Underwriting Agreement.
Certain termination events noted above (noted with an *) will only entitle a Joint Lead Manager to exercise its rights to terminate its obligations under the Underwriting Agreement if, there are reasonable grounds for the Joint Lead
Managers to believe, the event:
a)
b)
has had, or is likely to have, a materially adverse effect on the success, settlement or marketing of the Offer (or any aspect of it), the price or likely price at which the New Shares are likely to trade on the ASX or on the ability of
the Joint Lead Managers to market or promote or settle the Offer (or any aspect of it) or has had, or may reasonably be expected to have, a material adverse effect on the willingness of investors to apply for, or to settle
obligations to subscribe for, the New Shares under the Offer; or
will, or is likely to give rise to a liability of the Joint Lead Managers (or their affiliates) under, or give rise to, or result in, a contravention or being involved in a contravention, by the Joint Lead Managers (or their affiliates) of any
applicable law.
If either Joint Lead Manager terminates its obligations under the Underwriting Agreement, it will not be obliged to perform any further obligations that remain to be performed. Termination of the Underwriting Agreement could have an
adverse impact on the amount of proceeds raised under the Offer.
For details of fees payable to the Joint Lead Managers, see the Appendix 3B released to ASX on 5 September 2023.
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