Investor Presentaiton
Overview of the Underwriting Agreement terms
any Group company becomes insolvent;
Bega ceases to be admitted to the official list of ASX or its ordinary shares are suspended from official quotation, or cease to be quoted, on ASX (for any reason other than a trading halt in
connection with the Offer);
prior to the institutional settlement date or the retail settlement date, the S&P/ASX 200 Index falls to a level that is 12.5% or more below its level as at close of trading on the business day
immediately preceding the date of the Underwriting Agreement (or, in the case of the retail settlement date, remains at or below that level for at least 2 consecutive business days or closes at or
below that level on the business day immediately prior to the retail settlement date);
Bega withdraws the Offer or any of the offer documents;
Bega is prevented from conducting or completing the Offer; or
certain actions are taken against Bega's directors or senior management, including being charged with an indictable offence, a governmental agency commences any public action against them in
that capacity, or they are disqualified from managing a corporation.
The following (amongst others) are also termination events, but an Underwriter must not terminate on the basis of any of these events unless it has reasonable grounds to believe that the event: (a)
has or could be reasonably expected to have a material adverse effect on the success, settlement or marketing of the Offer or on the ability of that Underwriter to market or promote or settle the Offer
or on the price at which Bega shares are likely to trade on ASX during or following the Offer; or (b) will, or is likely to, give rise to, a contravention by that Underwriter (or its affiliates) of, or give rise to
a liability of that Underwriter (or its affiliates) under, any applicable law:
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any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Group;
a change in the board or senior management of Bega is announced or occurs;
a representation, warranty, undertaking or obligation contained in this agreement on the part of Bega is breached, becomes not true or correct or is not performed;
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