Partnership with GO-TO and Equity Raising Presentation slide image

Partnership with GO-TO and Equity Raising Presentation

Key risks The ability of the Underwriters to terminate the Underwriting Agreement in respect of some events (such as an outbreak of hostilities or market disruptions in certain jurisdictions relevant to the Offer) will depend on whether the event has or is likely to have a material adverse effect on the financial position or prospects of the BWX Group, the outcome or success of the Placement (or any part of it) or the market price of, or ability to settle the Placement of, any of the Placement Shares, or leads (or is, in the terminating Joint Lead Manager's reasonable opinion, likely to lead) to a contravention by that Joint Lead Manager (or one of its affiliates) of (or the involvement of that Joint Lead Manager in a contravention of) or liability of the Joint Lead Manager (or one of its Affiliates) under the Corporations Act or any other applicable law. If the Underwriting Agreement is terminated for any reason, BWX may not receive the full amount of the proceeds expected under the Placement, its financial position might change and it might need to take other steps to raise capital, including by raising additional debt. In the event the Underwriting Agreement is terminated, there is no guarantee that the Equity Raising will continue in its current form or continue at all. Further, receipt of the proceeds from the Equity Raising is a condition precedent under the Share Purchase Agreement, and accordingly termination of the Underwriting Agreement may result in the termination of the Share Purchase Agreement, and BWX being unable to acquire the Go-To business. SPP The SPP proportion of the Offer is not being underwritten, which may result in a shortfall in the proceeds expected under the SPP. Should such a shortfall occur, BWX may need to limit the use of the funds raised under the Offer accordingly. See above 'Underwriting risk' for further explanation of the risks associated with the underwriting of the Placement. Dividends Any decisions regarding the payment of dividends in respect of BWX's shares is determined at the discretion of BWX's board of directors, having regard to relevant factors, which include BWX's available profits, cashflow, financial condition, operating results, future capital requirements, covenants in relation to financing agreements, as well as economic conditions more broadly. There is no guarantee that a dividend will be paid by BWX in future periods or, if paid, paid at historical levels. Liquidity risk BWX is a listed entity. Therefore the ability to sell BWX shares will be a function of the turnover of the BWX shares at the time of sale. Turnover itself is a function of the size of BWX and also the cumulative investment intentions of all current and possible investors in BWX at any one point in time. Risks of dilution Current shareholders in BWX who do not participate in the Offer as per their entitlement will have their percentage shareholding in BWX diluted. Investors may also have their investment diluted by future capital raisings or issues of new equity securities by BWX. BWX may issues new equity securities in the future to finance acquisitions or pay down debt which may, under certain circumstances, dilute the value of a shareholder's interest in BWX. STRICTLY CONFIDENTIAL 46
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