Strategic rationale for the acquisitions
D. Summary of Underwriting Agreement (cont'd)
prior to settlement of the Placement, the ASX/S&P 200 Index closes at the end of a trading day at a level 15% or more below its level at market close on the trading day immediately prior to the date of
the Underwriting Agreement (Base Level), or on the date of settlement of the Placement shares, the ASX/S&P 200 Index falls 15% or more below the Base Level;
(*) there is introduced, or there is a public announcement of a proposal to introduce into the Parliament of Australia or any State or Territory of Australia a new law, or the Reserve Bank of Australia, or any
Commonwealth or State or Territory adopts or announces a proposal to adopt a new policy; and
(*) any of the following occurs: (i) a general moratorium on commercial banking activities in Australia, the United States, the United Kingdom, Hong Kong or Singapore is declared, or there is a material
disruption in the commercial banking or securities settlement or clearance services in any of those countries; (ii) trading in all securities quoted or listed on the ASX, the London Stock Exchange or the New
York Stock Exchange is suspended or limited in a material respect for more than 1 day on which that exchange is open for trading; or (iii) there is any adverse change or disruption to the political
conditions or financial markets of Australia, New Zealand, the United States, the United Kingdom, Japan or the People's Republic of China or international financial markets or any change involving a
prospective adverse change in national or international political, economic or financial conditions.
The ability of a Joint Lead Manager to terminate the Underwriting Agreement in respect of the above termination events denoted with an asterisk (*) will depend on whether the event:
•
has, or is likely to have, a material adverse effect on the marketing, settlement or success of the Placement, or on the ability of a Joint Lead Manager to market, promote or settle the Placement, or the
likely trading price of Metcash's shares, or the willingness of investors to subscribe for Placement shares; or
will, or is likely to, give rise to a liability of that Joint Lead Manager or would result in that Joint Lead Manager contravening an applicable law.
If a Joint Lead Manager terminates its obligations under the Underwriting Agreement, it will not be obliged to perform any of its obligations that remain to be performed. Termination of the Underwriting
Agreement could have an adverse impact on the amount of proceeds raised under the Placement. If Metcash withdraws the Placement, it will not receive any proceeds. In each of these circumstances, Metcash
would need to utilise alternative funding options to achieve its objectives as described in this Presentation.
See the Appendix 3B released to ASX by Metcash on the date of this Presentation for details of the fees payable by Metcash to the Joint Lead Managers in connection with the Underwriting Agreement.
Metcash
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
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