Sigma and CWG Merger Risks and Management Overview
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Disclaimer of Liability
No party other than Sigma has authorised, permitted or caused the issue,
submission, dispatch or provision of this Presentation or makes or purports to
make any statement in this Presentation. Goldman Sachs Australia Pty Ltd
(ACN 006 797 897) (Underwriter or Goldman Sachs) is acting as the sole lead
manager, bookrunner and underwriter to the Offer. A summary of the key terms
of the Underwriting Agreement is included in the "Underwriting Agreement
summary" section in Appendix G of this Presentation. Goldman Sachs is also
acting as financial adviser to Sigma in connection with the proposed acquisition
of CWG. Goldman Sachs, together with its affiliates may be reimbursed for
expenses and benefit from indemnification in connection with acting in these
capacities.
To the maximum extent permitted by law, each of Sigma, CWG, the Underwriter,
their respective affiliates or related bodies corporate, and each of their
respective advisers, directors, representatives, officers, partners, employees and
agents (each a Limited Party):
the Underwriter or the Underwriter's Limited Parties. The Underwriter has been Underwriter and other Limited Parties may have interests in the securities of
engaged solely as an independent contractor and is acting solely in a Sigma, including being directors of, or providing investment banking services to,
contractual relationship on an arm's length basis with Sigma. You represent, Sigma. Further, they may act as market maker or buy or sell those securities or
warrant and agree that you have not relied on any statements made by the associated derivatives as principal or agent. The Underwriter may receive fees
Underwriter or other Limited Parties in relation to the Offer and you further for acting in its capacity as lead manager, bookrunner and underwriter to the
expressly disclaim that you are in a fiduciary relationship with any of Sigma, the Offer.
Underwriter or any Limited Party.
The Underwriter has entered into an Underwriting Agreement in respect of the
In connection with the Offer, one or more investors may elect to acquire an Entitlement Offer to which only the Underwriter and the Company are a party
economic interest in the New Shares (Economic Interest), instead of (refer to Appendix G). The Underwriting Agreement provides that the
subscribing for or acquiring the legal or beneficial interest in those shares. The Underwriter will not be issued any shares that would cause them to breach the
Underwriter (or its affiliates) may, for its own account, write derivative 20% takeover threshold contained in Chapter 6 of the Corporations Act 2001
transactions with those investors relating to the New Shares to provide the (Cth). If the Underwriter was required to take up shares on issue which would
Economic Interest, or otherwise acquire shares in Sigma in connection with the otherwise cause them to breach the takeover threshold, then for the purposes of
writing of such derivative transactions in the Offer and/or the secondary ASIC Report 612 (March 2019): (i) it will still fund the entire underwritten
market. As a result of such transactions, the Underwriter (or its affiliates) may proceeds in accordance with and subject to the terms of the Underwriting
expressly exclude and disclaim all responsibility and liability, including, be allocated, subscribe for or acquire New Shares or shares of Sigma in the Agreement by the Entitlement Offer completion date, (ii) the number of excess
without limitation, for negligence or in respect of any expenses, losses, Offer and/or the secondary market, including to hedge those derivative shortfall shares would be up to the number of shares offered under the
damages or costs incurred by you as a result of your participation in the transactions, as well as hold long or short positions in such shares. These Entitlement Offer less the number of shares that have been subscribed for and
Offer and the information in this Presentation being inaccurate or transactions may, together with other Shares in Sigma acquired by the the number of shares that the Underwriter is able to take up without causing it to
incomplete in any way for any reason, whether by way of negligence or Underwriter or its affiliates in connection with its ordinary course sales and
otherwise; and
trading, principal investing and other activities, result in the Underwriter or its
make no representation or warranty, express or implied, as to the affiliates disclosing a substantial holding and earning fees.
fairness, currency, accuracy, reliability or completeness of information in
this Presentation or any constituent or associated presentation,
information or material, or the accuracy, likelihood of achievement or
reasonableness of any forecasts, prospects or returns (or any event or
results expressed or implied in any forward-looking statement) contained
in, implied by, the information in this Presentation or any part of it, or that
this Presentation contains all material information about Sigma, CWG,
the Offer or that a prospective investor or purchaser may require in
evaluating a possible investment in Sigma or acquisition of New Shares.
The Underwriter and the other Limited Parties make no recommendations as to
whether you or your related parties should participate in the Offer, nor do they
make any representations or warranties to you concerning this Presentation or
the Offer. None of the Underwriter or the Underwriter's Limited Parties have
authorised, permitted or caused the issue or provision of this Presentation and
there is no statement in this Presentation which is made or verified by the
Underwriter or the Underwriter's Limited Parties or is based on any statement by
breach the takeover threshold when aggregated with any additional interests the
Underwriter and its affiliates hold at the relevant settlement dates other than
through its underwriting commitment, and (iii) it would enter into an arrangement
The Underwriter, together with its affiliates and related bodies corporate, is a full for any excess shortfall shares to be issued to it, or to third party investors, after
service financial institution engaged in various activities, which may include completion of the Entitlement Offer at the same price as the Entitlement Offer
trading, financing, financial advisory, investment management, investment price. No material impact on control is expected to arise as a consequence of
research, principal investment, hedging, marketing making, market lending, these arrangements or from any shareholder taking up their entitlement under
brokerage and other financial and non-financial activities and services including the Entitlement Offer where there is an excess shortfall.
for which it has received or may receive customary fees and expenses or other Investors acknowledge and agree that determination of eligibility of investors for
transaction consideration. The Underwriter (and/or its affiliates and bodies the purposes of the Offer is determined by reference to a number of matters,
corporate) in its ordinary course of these activities, may at any time have including legal and regulatory requirements, logistical and share registry
performed, and may perform, other financial or advisory services for Sigma, constraints and the discretion of Sigma and/or the Underwriter. Each of Sigma
and/or may have other interests in or relationships with Sigma and its related and the Underwriter and each of their respective affiliates disclaim any duty or
entities or other entities mentioned in this Presentation (including that they may liability (including for negligence) in respect of that determination and the
at any time for their own account and for the accounts of their clients make or exercise or otherwise of that discretion, to the maximum extent permitted by law.
hold investments in the equity securities or other financial products of Sigma or
their affiliates) for which they have received or may receive customary fees and
expenses or other transaction consideration in respect of such activities. Without
limitation, in the ordinary course of their various business activities, the
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