Aeris Capital Raising Details
Underwriting Agreement
We are Aeris
Jefferies (Australia) Pty Ltd (ABN 76 623 059 898) and Bell Potter Securities Limited (ABN 25 006 390 772) (Underwriters) are acting as Joint Lead Managers and underwriters to the Offer. Aeris has entered into an
Underwriting Agreement in respect of the Offer to which only the Underwriters and Aeris are a party (Underwriting Agreement).
If the conditions to the Underwriting Agreement are not satisfied (or waived), or certain events occur, the Underwriters may terminate the Underwriting Agreement (relieving them of all their respective obligations).
The events which may trigger termination under the Underwriting Agreement are:
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the ASX announces that the Company will be removed from the official list of ASX or that its shares will be suspended from quotation;
the Company amends any of the Offer materials without the prior written consent of the Underwriters;
in the reasonable opinion of the Underwriters, an obligation arises on the Company to give ASX a notice in accordance with sections 708AA(10), 708AA(12) or 708A(9) of the Corporations Act;
a statement in the Offer materials is or becomes misleading or deceptive in a material respect (including by omission), or the Offer materials omit any information they are required to contain, or the
issue or distribution of any of the Offer materials, or the conduct of the Offer, is misleading or deceptive or likely to mislead or deceive;
the Company withdraws, or indicates that it will not or is unable to proceed with, the Offer (or any part of it);
certain certificates required to be provided by the Company to the Underwriters are not provided by the time required or contain a statement that is false, misleading, deceptive, untrue or incorrect;
quotation of the New Shares is not granted of, if granted, the approval for quotation is subsequently withdrawn, qualified (other than by customary conditions) or withheld;
at any time, the S&P/ASX 200 Index falls to a level that is 90% or less of the level as at the close of trading on the date of the Underwriting Agreement or closes at that 90% level or less on the Business
Day immediately prior to each settlement date;
WHSP failing to (or indicating to the Underwriters that it will not) settle any part of the:
A. WHSP Commitment in accordance with the timetable, or the WHSP Commitment having been breached, terminated, rescinded or varied without the prior written consent of the
Underwriters;
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Sub-underwriting Agreement in accordance with the Offer timetable, or the Sub-underwriting having been breached, terminated, rescinded or varied without the prior written consent of
the Underwriters;
a delay in the timetable without the prior consent of the Underwriters;
11. any waivers from ASX that are required for the Offer are withdrawn, revoked or amended;
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a director of the Company or the Chief Financial Officer is charged with an indictable offence;
13. a director of the Company is disqualified from managing a corporation under Part 2D.6 of the Corporations Act;
14. the Company or any of its directors, the Chief Financial Officer or the Chief Operating Officer is found to have engaged in fraudulent conduct or activity;
15. resignation or termination of the Executive Chairman, Chief Financial Officer or Chief Operating Officer of the Company occurs;
16. the Company or a material group member is insolvent or circumstances arise which are likely to result in the Company or a material group member becoming insolvent;
17. a person brings an application to a government agency, such as the Takeovers Panel, in relation to the Offer or the Company;
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a government agency commences, or gives notice of an intention to commence any investigation, proceedings or hearing in relation to the Offer or the Offer materials;
19. a government agency commences or gives notice of an intention to commence any proceedings or hearing or investigation into the Company or a prosecution of the Company or any director of
the Company;
20. any adverse change occurs which materially impacts or is likely to impact, the assets, operational or financial position or prospects of the Company (or any of its subsidiaries);
21. any debt facility or related debt document is terminated, or there is breach, or default under any debt facility or related debt document, including any default or review event which results in
acceleration of the repayment of the debt or prejudices the ability of the Company to drawn down under the debt or financing arrangement or otherwise has an adverse effect on the group;
22. where the Company is prevented from allotting or issuing the New Shares under the ASX Listing Rules or any other laws (or order of a court);
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