Investor Presentaiton
Overview of the Underwriting Agreement terms
Summary of Underwriting Agreement
Bell Potter Securities Limited (ABN 25 006 390 772) ("BPS") and UBS AG, Australia Branch (ABN 47 088 129 613) ("UBS", together with BPS, the "Underwriters") will be acting as underwriters, joint
managers and bookrunners to the Capital Raising ("Offer"). Bega entered into an underwriting agreement with the Underwriters in respect of the Offer on 26 November 2020 ("Underwriting
Agreement").
Key terms of Underwriting Agreement
Each Underwriter's obligations under the Underwriting Agreement, including to underwrite the Offer, and manage the Offer, are conditional on certain matters, including but not limited to, the
agreement for the acquisition of LDD ("Acquisition Agreement") having been validly executed and not having been terminated, the debt term sheet for the acquisition facility having been validity
executed and not having been terminated, delivery of due diligence materials to the Underwriters before the Offer is announced, ASX and ASIC granting the applicable waivers and modifications, and
Bega releasing to ASX an announcement that discloses the offer.
If certain conditions are not satisfied or certain events occur, the Underwriters may terminate the Underwriting Agreement. The events which may trigger termination of the Underwriting Agreement
include (but are not limited to) the following:
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any offer document does not comply with the Corporations Act (including if a statement in any of the offer documents is or becomes misleading or deceptive or likely to mislead or deceive,
including by omission);
a cleansing notice is or becomes defective or Bega is required to give a corrective statement in relation to a cleansing notice;
ASIC applies for certain orders under the Corporations Act in relation to the Offer or an offer document, or commences an investigation or hearing in relation to the Offer or the offer documents,
and such application, investigation or hearing either becomes public, or is not withdrawn within 2 business days after it is made or commenced;
ASIC or any the governmental agency makes an order or determination which prevents or is likely to prevent Bega from proceeding with the Offer in accordance with the timetable;
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