Investor Presentaiton
Details of the Capital Raising
Offer structure and size
Offer price
Record date
Institutional Entitlement
Offer and Placement
Retail Entitlement Offer
Ranking
Director participation
Underwriting³
2
Risks
3
Underwritten Capital Raising of $401 million which comprises:
a 1 for 4.5 pro-rata accelerated non-renounceable entitlement offer of approximately $220 million, comprising an Institutional Entitlement Offer and a Retail
Entitlement Offer¹ (Entitlement Offer); and
an institutional placement (Placement) of approximately $181 million.
Approximately 87 million new fully paid ordinary shares in Bega (New Shares) to be issued under the Capital Raising, representing approximately 41% of existing Bega
shares on issue
All shares under the Placement and the Entitlement Offer will be issued at a fixed price of $4.60 per New Share (Offer Price). This Offer Price represents a:
9.1% discount to the last traded price of $5.06 on Friday, 20 November 2020; and
7.6% discount to TERP² of $4.98.
Record date 7:00pm (Sydney time) on Monday, 30 November 2020
The Placement and Institutional Entitlement Offer will be conducted by way of a bookbuild process on Thursday, 26 November 2020
Entitlements under the Institutional Entitlement offer that are not taken up and entitlements of ineligible institutional shareholders will be offered for sale in the
bookbuild
The Retail Entitlement Offer will open on Wednesday, 2 December 2020 and close on Monday, 14 December 2020
Eligible retail shareholders who take up their entitlement in full under the Retail Entitlement Offer can also apply for additional New Shares in excess of their
entitlement up to a maximum of 50% of their entitlement under a 'top up' facility
New Shares will rank equally in all respects with Bega's existing ordinary shares
New Shares issued under the Placement will not be eligible to participate in the Entitlement Offer
The Bega Cheese Directors who are eligible to participate in the Entitlement Offer have each confirmed their intention to participate in whole or in part
UBS AG, Australia Branch and Bell Potter Securities Limited are joint lead managers and underwriters to the Capital Raising
Participation in the Capital Raising is subject to risks (see the Appendix for details)
1 The Retail Entitlement Offer is only available to eligible retail shareholders of Bega with a registered address on the Company's share register in Australia or New Zealand on the Record Date - see the Retail Offer Booklet for further details on eligibility once available
Theoretical ex-rights price (TERP) includes the New Shares to be issued under the Entitlement Offer (but not the Placement). TERP is the theoretical price at which Shares should trade on ASX immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only
and the actual price at which Shares trade on ASX immediately after the ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to the closing price of Bega's Shares as traded on ASX on Friday, 20 November 2020.
Subject to the "Overview of the Underwriting Terms" as summarised on pages 35-38 of this Presentation
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