Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas
Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas
Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas
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Overview of the Recapitalisation Plan<br />
• Balance Sheet Recapitalisation Plan to raise gross proceeds of approximately $165.0mm (including <strong>AJ</strong>L share of Bowl<strong>and</strong> sale proceeds of<br />
$16.2mm)<br />
• Size <strong>and</strong> structure<br />
– Institutional Placement – 9.26m shares to raise approximately $11.1mm<br />
– 1 for 1.25 accelerated non-renounceable Institutional <strong>Entitlement</strong> <strong>Offer</strong> – to raise approximately $105.1mm<br />
– 1 for 1.25 non-renounceable <strong>Retail</strong> <strong>Entitlement</strong> <strong>Offer</strong> – to raise approximately $32.5mm<br />
– Cash from Centrica for the sale of the 6.25% interest in Bowl<strong>and</strong> license – GBP10mm ($16.2mm)<br />
• $1.20 fixed <strong>Offer</strong> Price<br />
– 15.6% discount to the Theoretical Ex-Rights Price (“TERP”)<br />
– 25% discount to last closing price on Thursday, 13 June 2013 of $1.60<br />
• Approximately 124mm new shares will be issued as part of <strong>AJ</strong>L’s Recapitalisation Plan, increasing <strong>AJ</strong>L’s fully diluted shares <strong>and</strong> options on<br />
issue to approximately 284.5mm<br />
• Institutional Placement <strong>and</strong> Institutional <strong>Entitlement</strong> <strong>Offer</strong><br />
– Combined will raise approximately $116.2mm<br />
– <strong>AJ</strong>L’s largest shareholder - Kerogen – has agreed to subscribe in full for its pro rata entitlement <strong>and</strong> has entered into an<br />
Underwriting Agreement under which it has agreed to underwrite any shortfall arising from the Institutional <strong>Entitlement</strong> <strong>Offer</strong>,<br />
excluding pre-commitments obtained from other existing institutional shareholders of $19.8mm, provided the issue does not cause<br />
its shareholding to exceed 49.99%<br />
• Kerogen’s total commitment is for up to $85.3mm of new shares (see details over page)<br />
– Other existing institutional shareholders have provided commitments to subscribe for pro rata entitlements of $19.8mm <strong>and</strong> also<br />
agreed to subscribe in full for the Institutional Placement<br />
– Shareholders will not receive any proceeds for entitlements not taken up 8