Investor Presentaiton
UNDERWRITING AGREEMENT (1/2)
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
Evolution has entered into an underwriting agreement with the underwriter (the Underwriter) in respect of the Placement dated 5 December 2023 (Underwriting Agreement), pursuant to which the Underwriter has agreed to fully underwrite the Placement on the terms and conditions of
the Underwriting Agreement. The Underwriting Agreement contains customary conditions precedent, representations, warranties, undertakings and indemnities in favour of the Underwriter.
The Underwriter may terminate its obligations under the Underwriting Agreement on the occurrence of certain events without cost or liability at any time before 3.00pm on the settlement date for the Placement (expected to be 5 December 2023). Those events include (but are not limited
to) where:
(a)
the Transaction agreement is:
I.
terminated, rescinded, repudiated or released;
(b)
(c)
II.
varied or amended in any material respect without the prior written consent of the Underwriter (such consent not to be unreasonably withheld or delayed in specified circumstances); or
any condition precedent to performance of the parties' obligations under the Transaction agreement becomes incapable of being satisfied within the time allowed for satisfaction;
the debt funding documents are:
terminated, rescinded, repudiated or released;
ASIC:
III.
I.
II.
varied or amended in any material respect without the prior written consent of the Underwriter (not to be unreasonably withheld or delayed); or
any condition precedent to performance of the parties' obligations under the debt funding documents becomes incapable of being satisfied within the time allowed for satisfaction;
(d)
(e)
(f)
(g)
(h)
(i)
I.
II.
III.
makes an application for an order under Part 9.5 of the Corporations Act in relation to the Placement, and any such application becomes public or (with respect to any application that is made following the bookbuild closing time only) is not withdrawn within 2
business days after it is made or where it is made less than 2 business days before the settlement date it has not been withdrawn before 8.00am on the settlement date;
commences, or gives notice of its intention to commence, any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Placement and any such investigation or hearing (or intention)
becomes public or is not withdrawn within 2 business days after it is commenced or where it is commenced less than 2 business days before the settlement date it has not been withdrawn before 8.00am on the settlement date; or
otherwise issues proceedings in relation to the Placement or commences any formal inquiry or investigation into the Placement and any such issue becomes public or (with respect to an issue that is made following the bookbuild closing time only) is not
withdrawn within 2 business days after it is made or where it is made less than 2 business days before the settlement date it has not been withdrawn before 8.00am on the settlement date;
ASX announces that the shares will be delisted, removed from quotation, withdrawn from admission to trading status or suspended from quotation (which, for the avoidance of doubt, does not include a trading halt requested to facilitate the Placement);
ASX notifies Evolution or the Underwriter that unconditional approval (or approval conditional only on customary conditions which are acceptable to the Underwriter, acting reasonably) will not be granted to the official quotation of all of the New Shares under the
Placement on ASX or if granted, the approval is subsequently withdrawn, qualified (other than by customary conditions) or withheld;
Evolution withdraws the Placement;
any event specified in the Placement timetable is delayed for one business day or more without the prior approval of the Underwriter (other than any delay which is solely attributable to the acts or omissions of the Underwriter);
a certificate, which is required to be furnished by Evolution under the Underwriting Agreement, is not furnished when required;
any written materials that are presented or provided to investors or other documents relating to the Placement include content that is untrue, inaccurate, misleading or deceptive or likely to mislead or deceive (whether by inclusion or omission) in each case in a manner
that is materially adverse from the perspective of investors in the Placement, or the documents relating to the Placement (including this presentation or any such ASX announcements) omit any information they are required to contain under applicable law;
an obligation arises on Evolution to give ASX a notice in accordance with section 708A(9) of the Corporations Act;
Evolution, or any of its related bodies corporate that represents in excess of 5% of the consolidated assets or earnings of the Evolution group, is or becomes insolvent or there is an act or omission which is likely to result in such member of the Evolution group becoming
insolvent;
(j)
(k)
(1)
a director of Evolution:
I.
II.
is charged with an indictable offence or any regulatory body commences any public action against the director or announces that it intends to take any such action; or
is disqualified from managing a corporation under certain provisions of the Corporations Act;
(m) there is an event or occurrence, including any statute, order, rule, regulation, directive or request (including one compliance with which is in accordance with the general practice of persons to whom the directive or request is addressed) of any governmental authority
which makes it illegal for the Underwriter to satisfy an obligation under the Underwriting Agreement; or
(n)
Evolution or any of its directors or officers engage in or are charged in relation to any fraudulent conduct or activity whether or not in connection with the Placement.
Evolution
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