Aeris Capital Raising Details
We are Aeris
Equity Raising Overview
Equity Raising Size
and Structure
Fully underwritten $30m equity raising ('Equity Raising') via a:
~$13.9m Institutional Placement ('Placement')
~$16.2m, 1 for 4.73 pro-rata accelerated non-renounceable entitlement offer ('Entitlement Offer') to eligible shareholders
Approximately 273.0m new ordinary shares ('New Shares') to be issued under the Equity Raising, representing approximately 39% of current
issued capital
The Equity Raising will be offered at a price of $0.11 per New Share ('Offer Price'), representing:
Offer Price
-
a 21% discount to the theoretical ex-rights price ('TERP')' of $0.14
Use of Proceeds
a 27% discount to the last close price of $0.15 on Friday, 24 November 2023
General working capital and increased financial flexibility
Washington H. Soul Pattinson currently has a ~30.2% interest in Aeris shares and has agreed to support the Equity
Raising by taking up its entitlement under the institutional entitlement offer (~$4.9m) and sub-underwriting the retail
entitlement offer on arms' length terms (~$7.4m) up to a total aggregate commitment of ~$12.3m subject to
applicable law (noting its interest in Aeris shares, if it increases, is not expected to increase by more than
approximately 3%)
WHSP has also entered into a conditional subscription agreement with Aeris to subscribe for shares in Aeris at the
same issue price of $0.11 per share as the Offer ('Conditional Placement'). The issue of shares to WHSP is subject to
shareholder approval, and the number of shares that may be issued to WHSP must not exceed approximately 55
million shares²
■ The Equity Raising is underwritten by Jefferies (Australia) Pty Ltd and Bell Potter Securities Limited (together, the 'JLMs' or 'Underwriters')
New Shares will rank equally with existing Aeris shares on issue in all aspects
Investor Participation ■ WHSP
Underwriting
Ranking
1.
2.
Note: 1) The theoretical ex-rights price ("TERP") is the theoretical price at which Aeris' shares should trade at immediately after the ex-date for the Entitlement Offer based only on the last traded price and issuance of shares at the Offer Price
under the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Aeris shares trade immediately after the ex-date for the Entitlement Offer may be different from the TERP. TERP includes placement shares.
The maximum number of approximately 55 million shares will be reduced by approximately 1,430 per 1,000 shares taken up by WHSP under the Sub-Underwriting Agreement. The Conditional Placement has a mechanism to ensure that WHSP will
not, having regard to its existing holding and any shares issued under the Conditional Placement, obtain a % holding in the Company that is more than it held prior to the Placement and Entitlement Offer (being ~30.17%). The conditional
subscription agreement is subject to the outcome of the Placement and Entitlement Offer and may be terminated by WHSP at any point prior to 7 days before the relevant general meeting at which shareholder approval will be sought.
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