Sigma and CWG Merger Risks and Management Overview
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Sigma Equity Raising Details (Cont.)
Institutional
Entitlement Offer
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Retail Entitlement
Offer
Ranking
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The Institutional Entitlement Offer opens today and closes on Tuesday, 12 December 2023 for all eligible institutional shareholders¹
Institutional entitlements not taken up and those of ineligible institutional and retail shareholders will be sold at the Offer Price
The Retail Entitlement Offer will open on Monday, 18 December 2023 and close at 5:00pm (AEDT) on Friday, 19 January 2024
Eligible retail shareholders in Australia and New Zealand may:
•
Elect to take up all, or part, of their pro-rata entitlements prior to 5:00pm (AEDT) on Friday, 19 January 2024
• Do nothing and let their retail entitlements lapse
Retail shareholders should read the Retail Entitlement Offer Booklet which contains full information on the Retail Entitlement Offer and application process
Eligible retail shareholders who take up their entitlements in full will be entitled to apply for up to 25% of their entitlements to the extent there is retail shortfall (other than to the extent that
doing so would result in a breach of the ASX Listing Rules or Corporations Act)²
⚫ New Shares issued under the Entitlement Offer will rank pari passu with existing fully paid shares from the date of issue
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The Entitlement Offer is fully underwritten by Goldman Sachs Australia Pty Ltd
Underwriting and
HMC Priority Sub-
underwriting
Additional support
from the Major
Shareholder
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HMC, the manager of Sigma's Major Shareholder who holds 19.07% of Sigma shares on issue³, has provided a priority sub-underwriting commitment for c.$76 million equivalent to the value
of the Major Shareholder's entitlement under the Entitlement Offer (HMC Priority Sub-underwriting). The HMC Priority Sub-underwriting does not involve payment of any sub-underwriting
fees and, save for its priority allocation, is otherwise on the same terms as other sub-underwriters to the Offer. The HMC Priority Sub-underwriting is conditional on the Underwriting
Agreement not being terminated
The result is that the Major Shareholder (through its related entities under the HMC Priority Sub-underwriting) will subscribe in full for the Major Shareholder's entitlement under the Offer4
In addition to the HMC Priority Sub-underwriting, HMC has also agreed with the Underwriter to partially sub-underwrite the Retail Entitlement Offer up to c.$27 million (HMC Additional Sub-
underwriting)
The Additional Sub-underwriting is on the same terms as that of other sub-underwriters and HMC will receive a fee of 1.0% (including GST) on the value of securities sub-underwritten under
the Retail Entitlement Offer (other than the HMC Priority Sub-underwriting as described above, which it will not receive any fees on), which is equivalent to the fee that any other sub-
underwriter will receive on the value of securities sub-underwritten by them under the Retail Entitlement Offer5
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Notes:
1.
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Sigma has determined to extend the Institutional Entitlement Offer to institutional shareholders registered in Australia, Bermuda, Canada (British Columbia, Ontario and Quebec provinces only), Cayman Islands, European Union, Hong Kong, Japan, New Zealand, Norway, Singapore,
Switzerland, United Arab Emirates (excluding financial zones) and the United Kingdom, subject to the 'Offer Restrictions' set out in Appendix F of this Presentation
The Major Shareholder's entitlement is excluded from allocation in this over-subscription facility as this will be allocated to HMC under its priority sub-underwriting arrangement to the extent this is not exercised by the Major Shareholder
Position is held in the HMC Capital Partners Fund I via HMC Capital Partners Holdings Pty Ltd as trustee of HMC Capital Partners Holding Trust
HMC will have the right to assign the HMC Priority Sub-underwriting to its related bodies corporate or to a fund which is managed by HMC or one of its related bodies corporate
HMC will have the right to assign the HMC Additional Sub-underwriting to its related bodies corporate or to a fund which is managed by HMC or one of its related bodies corporateView entire presentation