Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas

More documents

Recommendations

Info

Overview of the Recapitalisation Plan (cont.) • Participation by AJL’s largest shareholder - Kerogen - of up to $85.3mm – Kerogen has confirmed its intention to take up its full pro-rata entitlement in the Entitlement Offer of circa $61mm – Kerogen has also entered into an Underwriting Agreement with AJL under which it has agreed to underwrite any shortfall arising from the Institutional Entitlement Offer, excluding pre-commitments obtained from other existing institutional shareholders – This Underwriting Agreement is for up to a maximum of 20.3mm shares or $24.3mm – Eligible institutional shareholders and institutional investors can also apply for any shortfall arising from the Institutional Entitlement Offer which would cause Kerogen’s holding to exceed 49.99% – Settlement of the Kerogen subscription will occur across both the Institutional Offer and Retail Offer so it does not cause Kerogen’s shareholding to exceed 49.99% – Kerogen will not be paid any fees for either its commitment or entering into its Underwriting Agreement • Kerogen has the right to nominate, while it holds more than 30% of the issued capital of AJL, 2 directors to the AJL Board • Kerogen currently holds a 44.3% shareholding in AJL. As a result of the Entitlement Offer, this shareholding could increase to a maximum of 49.99%, but this level may be reduced by: – The number of entitlements taken up by shareholders under the Institutional Entitlement Offer who have not pre-committed, if any – The ability of other institutional shareholders and institutional investors to apply for shares under any shortfall arising under the Institutional Entitlement Offer • AJL has also agreed with Kerogen that it will not raise capital in the next 12 months unless via way of pro-rata offer to all shareholders • Kerogen’s underwriting uses a substantial part of Kerogen’s current capacity to “creep” to 50.88% of AJL 9
Overview of the Recapitalisation Plan (cont.) • Retail Entitlement Offer – Proceeds raised under the Retail Entitlement Offer – approximately $32.5mm – Retail shareholders have the ability to apply for shares in excess of their entitlement – A select number of institutional investors (excluding Kerogen) have agreed to subscribe in full for any shortfall arising under the Retail Entitlement Offer and will receive a 1.5% commitment fee – Priority allocation of any shortfall arising from the Retail Entitlement Offer will be given to Belbay Investments Pty Ltd (“Belbay”) of up to approximately 18.6 million shares • Belbay currently owns approximately 2% of Lucas and has agreed to subscribe for its pro rata entitlement under the Institutional Entitlement Offer and also to subscribe for Institutional Placement shares • The maximum pro-forma shareholding Belbay could hold in Lucas is 10.1%, subject to take up in the Retail Entitlement Offer by AJL’s retail shareholders – Shareholders will not receive any proceeds for entitlements not taken up • All shares issued under the Institutional Placement and Entitlement Offer will rank pari passu with existing shares 10
Page 1 and 2: AJ Lucas Group Limited ACN 060 309
Page 3 and 4: 120602_Funnelweb_Retail Entitlement
Page 9 and 10: Summary of options available to you
Page 23 and 24: not hold more than 49.99% of Lucas.
Page 25 and 26: Lucas expects to report a net loss
Page 27 and 28: About AJ Lucas Group Limited Lucas
Page 29 and 30: Disclaimer and Important Notice Thi
Page 31 and 32: Overview • Sale of part of Bowlan
Page 33 and 34: Transaction Details • Centrica wi
Page 35: Overview of the Recapitalisation Pl
Page 39 and 40: Forecast Net Debt Position and Use
Page 41 and 42: Benefits of the Recapitalisation Pl
Page 43 and 44: Indicative Timetable Event Date Tra
Page 45 and 46: 2013 Trading Update • Drilling -
Page 47 and 48: Current Forward Program for Cuadril
Page 49 and 50: Key Risks Introduction As with all
Page 51 and 52: Key Risks 1. Specific risks relatin
Page 53 and 54: Key Risks 2. General risks relating
Page 65 and 66: Foreign Jurisdictions Hong Kong (co
Page 67 and 68: Glossary Term Meaning $ Australian
Page 69 and 70: Offer and also underwritten the sho
Page 71 and 72: Appendix - Key Dates for the Entitl
Page 79: 120602_Funnelweb_Retail Entitlement

Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?