Investor Presentaiton
Key risks
Underwriting Risk
The Company has entered into an underwriting agreement with Morgans Corporate Limited (Underwriter) under which the Underwriter has agreed to fully underwrite the Entitlement Offer, subject
to the terms and conditions of the Underwriting Agreement.
The Underwriting Agreement contains customary representations and warranties and indemnities in favour of the Underwriter for an agreement of this nature. If the Underwriting Agreement is
terminated for any reason, the Company may not receive the full amount of the proceeds expected under the Entitlement Offer, its financial position might change and it might need to take other
steps to raise capital, including by raising additional debt.
Capitalised terms in this summary have the meaning given to them in the Underwriting Agreement unless otherwise defined in this Presentation.
The Underwriter may, by notice given to the Company, and without cost or liability, immediately terminate their obligations under the Underwriting Agreement if any of the events below occurs or has
occurred at any time before 6.00pm on the Entitlement Offer Settlement Date.
The list below is not exhaustive of all the possible termination events in the Underwriting Agreement.
(a)
(Material Adverse Change) any Material Adverse Change occurs.
(b)
(c)
(Listing) The Company ceases to be admitted to the official list of ASX or the Shares are suspended from trading on or cease to be quoted on ASX, or it is announced by ASX or the Company that
such an event will occur.
(ASX approval) Unconditional approval (or conditional approval, provided such condition would not cause or contribute to a Material Adverse Change) by ASX for official quotation of the Capital
Raising Shares is refused or is not granted by the time required to conduct the Capital Raising in accordance with the Timetable or, if granted, is modified (in a manner which would cause or
contribute to a Material Adverse Change) or withdrawn.
(d) (Insolvency) The Company or a Subsidiary is Insolvent or there is an act or omission, or a circumstance arises, which is likely to result in the Company or a Subsidiary becoming Insolvent.
(e)
(Withdrawal and withdrawal rights) The Company notifies either of the Underwriter or ASX in writing that it does not wish to proceed with all or any part of the Capital Raising or the Company
repays monies received pursuant to the Capital Raising or the Company offers applicants under the Capital Raising the opportunity to withdraw their application for Shares and be repaid their
application money.
(f)
(Withdrawal of waivers) ASX withdraws, revokes or amends any ASX waivers obtained in connection with the Capital Raising.
(g)
(Takeovers Panel) The Takeovers Panel makes, or an application is made to the Takeovers Panel seeking, a declaration that circumstances in relation to the affairs of the Company are
unacceptable circumstances under Pt 6.10 of the Corporations Act.
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