Sigma and CWG Merger Risks and Management Overview
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Sigma Equity Raising Overview
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Equity Raising Overview
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Fully underwritten 1 for 1.85 pro-rata accelerated non-renounceable entitlement offer to raise gross proceeds of approximately $400 million (Entitlement Offer)
Approximately 572.6 million new Sigma ordinary shares (New Shares) to be issued under the Entitlement Offer, equivalent to approximately 54.1% of existing shares on
issue
HMC Capital Limited (HMC), the manager of Sigma's largest shareholder, HMC Capital Partners Fund I (Major Shareholder)1, has committed to sub-underwrite the Major
Shareholder's full entitlement under the Entitlement Offer
Rationale and Use of Proceeds for Equity Raising
Support the delivery of the new Chemist Warehouse supply contract² which is expected to generate a minimum of $3 billion revenue in the first full year of the
contract, through funding the procurement of inventory prior to contract commencement in July 2024. Working capital build to support this contract expected to commence
from April 2024
✓ Provide funding for key growth initiatives, including the roll-out of Sigma's private label range and investment in the pharmacy brand strategy (Amcal)
✓ Positions Sigma for growth with a strong balance sheet and net cash balance post Entitlement Offer
Allows Sigma to retain ownership of strategically important DCs at Truganina, Canning Vale and Townsville
✓ Positions Sigma to accelerate its path to delivering a targeted EBIT margin of 1.5 - 2.5%³
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In the event the Proposed Merger proceeds to completion, and to the extent the proceeds have not been applied to fund working capital needs and new business
initiatives, some of the net proceeds from the Entitlement Offer may instead be used to partially fund the cash consideration to CWG shareholders
Notes:
Position is held in the fund via HMC Capital Partners Holdings Pty Ltd as trustee of HMC Capital Partners Holding Trust. Major Shareholder holds 19.07% of Sigma shares on issue, with an entitlement under the Entitlement Offer that is equivalent to c.$76 million. Refer to page 38 for
details on how this commitment is structured
Signed 31 August 2023. See Sigma ASX Announcement dated 31 August 2023
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