Investor Presentaiton
Underwriting Agreement summary
Orora has entered into an underwriting agreement with the Joint Lead Managers in respect of the management and underwriting of the Offer (Underwriting Agreement).
The Underwriting Agreement contains representations, warranties and indemnities in favour of the Joint Lead Managers. Each Joint Lead Manager may, in certain circumstances, terminate its obligations under the Underwriting
Agreement on the occurrence of the following events:
a)
b)
c)
d)
e)
f)
g)
h)
the put option agreement entered into in connection with the Acquisition (Put Option Agreement) or Orora's committed debt funding (Debt Facility) is terminated or becomes terminable, rescinded or repudiated or rendered
void, illegal or otherwise unenforceable, or breached in a material respect or amended, modified or varied in a manner which has a material adverse effect on Orora, in each case without the prior written consent of the Joint
Lead Managers, or Orora makes a public statement or notifies the Joint Lead Managers that it cannot or does not intend to proceed with the Acquisition, or a condition precedent to the Put Option Agreement or Debt Facility,
which has not been waived, becomes or is likely to become incapable of being satisfied, in the reasonable opinion of the Joint Lead Manager;
a statement contained in the materials released to ASX in connection with the Offer (Offer Materials) or publicly relating to the Offer is or becomes false, misleading or deceptive (including by omission) or likely to mislead or
deceive, or they omit any material information they are required to contain;
Orora becomes aware that it will not be able to drawdown at least a specified amount in the Debt Facility on or prior to completion of the Acquisition;
ASIC or any other governmental agency investigates, prosecutes or commences proceedings against (or gives notice of an intention to do so) against Orora (or any of its directors or employees) in relation to the Offer or the Offer
Materials and such investigation, prosecution, proceedings or hearing becomes public or is not withdrawn within 3 business days after it is made, or before the settlement date under the Offer;
Orora ceases to be admitted to the official list of the ASX or that the Shares will be or are suspended from trading on, or cease to be quoted on, the ASX for any reason other than a trading halt in connection with the Offer or the
existing suspension imposed under ASX Listing Rule 17.3 on 1 September 2023, provided such suspension does not persist for more than 1 business day from the announcement of the offer or extend the timetable as agreed
with the Joint Lead Managers;
ASX does not grant official quotation of the relevant New Shares on ASX by the time required in the timetable for the Offer, or indicates that official quotation of the relevant New Shares will not be granted or will be withheld;
an event specified in the timetable for the Offer which is scheduled to occur: (i) on or prior to allotment of New Shares under the Placement and Institutional Entitlement Offer, is delayed for one or more business days; or (ii)
after allotment of New Shares under the Placement and Institutional Entitlement Offer, is delayed for two or more business days, in each case without the prior written approval of the Joint Lead Managers;
Orora or a related body corporate which represents 5% or more of the consolidated assets or earnings of the group becomes insolvent or there is an act or omission which is likely to result in Orora or such a related body
corporate becoming insolvent;
ASIC makes a determination, exemption or order which would prevent Orora from making the Offer under sections 708AA or 708A of the Corporations Act, including a determination under sections 708AA(3) or 708A(2) of the
Corporations Act;
i)
j)
an obligation arises on Orora to give ASX a notice in accordance with sections 708AA(10), 708AA(12) or 709A(9) of the Corporations Act;
k)
there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any government authority which makes it illegal or commercially impossible for the Joint Lead Managers to satisfy an obligation
under the Underwriting Agreement, or to market, promote or settle the Offer;
1)
Orora withdraws any part of the Offer or indicates that it does not intend to, or is unable to proceed with, the Offer or any component part of it;
m)
*Orora breaches or defaults under any bank facility or any other loan agreements and is not aware of any facts or circumstances which might give rise to such a breach or default where it would or is likely to result in the
acceleration of any payment obligation or confer a right on the lender to review the terms of the facility or loan agreement;
n)
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*Orora fails to perform or observe any of its obligations under the Underwriting Agreement or a representation, warranty or undertaking or obligation contained in the Underwriting Agreement is breached or becomes
misleading or deceptive or not true or correct or is not performed;
OR RA
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