Sigma and CWG Merger Risks and Management Overview
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Impact of the Transactions on Sigma's Capital Structure
Equity security
Shares
Rights5
Before transaction¹
Change due to Entitlement
Offer
After Entitlement Offer
Change due to the Proposed
Merger²
After the Proposed Merger
1,059,276,416
15,939,941
572,581,847
1,631,858,263
9,920,258,142³
11,552,116,405
15,939,941
(12,160,471)4
3,779,4706
Total Securities on Issue (fully diluted)
1,075,216,357
572,581,847
1,647,798,204
9,908,097,671
11,555,895,875
43
Notes:
1.
Represents Sigma's capital structure as at the date of this presentation
2.
3.
4.
5.
6.
This does not include the impact of: (i) other than described on this page including these notes, any other issuances or cancellations of equity securities by Sigma prior to or on completion of the Proposed Merger (e.g., any new awards granted under an employee equity incentive
scheme, or the conversion or lapsing of any existing rights granted under these schemes in their ordinary course). In conjunction with entering into the MIA, Sigma and CWG have agreed to defer the issuance of the Placement Shares already agreed to be issued to CWG in conjunction
with the CWG supply agreement due to commence on 1 July 2024 while the MIA remains on foot. If the Proposed Merger completes, these Placement Shares will not be issued. If the MIA is terminated, the Placement Shares will be issued to CWG (or a subsidiary of CWG) the later of 1
July 2024 and 20 business days post termination of the MIA
Includes 4,560,178 Sigma shares issued on conversion of EEG Rights as described in note 4 below
Rights granted under the 2023 Executive Equity Grant Plan (EEG Rights) will be subject to the following treatment as a result of the Proposed Merger: (i) a cash payment equal to the value of 25% of the EEG Rights (being the service based component of the grant) be made upon the
'normal' retention date in the plan (being 31 January 2026) and the corresponding EEG Rights lapsing, (ii) a cash payment equal to the value of 37.5% of the EEG rights be made upon the Proposed Merger completing and the corresponding EEG Rights lapsing, and (iii) 37.5% of the
EEG Rights converting to ordinary shares in Sigma as at completion of the Proposed Merger that are then held in escrow until 31 January 2026
Includes an additional grant of 403,918 rights to be issued to Sigma management (non-KMP) following the date of this presentation but prior to implementation of the Proposed Merger, which will be subject to the treatment set out in note 4 above
This does not take into account any other vesting of rights (and exercise of rights) that might occur by implementation of the Proposed Merger in the ordinary course of the operation of Sigma's employee incentive plansView entire presentation