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COMPUTERSHARE LIMITED. — Capital/Financing Update 2021
Apr 21, 2021
64696_rns_2021-04-21_eda266f5-ceec-4c49-8af9-7c9f6bda3a1e.pdf
Capital/Financing Update
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Computershare Limited
MARKET ANNOUNCEMENT
ABN 71 005 485 825 Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067 Australia PO Box 103 Abbotsford Victoria 3067 Australia Telephone 61 3 9415 5000 Facsimile 61 3 9473 2500 www.computershare.com
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
| Date: | 22 April 2021 |
|---|---|
| To: | Australian Securities Exchange |
| Subject: | Completion of retail component of Entitlement Offer |
Computershare Limited (ASX: CPU) is pleased to announce the completion of the retail component (“Retail Entitlement Offer”) of its underwritten 1 for 8.8 pro-rata accelerated renounceable entitlement offer (with retail entitlements trading) to raise gross proceeds of approximately A$835 million (“Entitlement Offer”) that was announced on Wednesday, 24 March 2021.
Completion of the Retail Entitlement Offer represents the second stage of Computershare's Entitlement Offer. The institutional component of the Entitlement Offer (including the institutional shortfall bookbuild) closed on Friday, 26 March 2021.
Retail Entitlement Offer
The Retail Entitlement Offer provided eligible retail shareholders the opportunity (among other options) to trade their allotted entitlements (“Retail Entitlements”) on the ASX. Approximately 4.8 million Retail Entitlements were sold on-market between Monday, 29 March 2021 to Monday, 12 April 2021, representing approximately 20% of the Retail Entitlements under the Retail Entitlement Offer. A total of approximately A$5.9 million was realised by retail shareholders who sold their Retail Entitlements on-market. The volume weighted average price of rights traded was approximately A$1.23 per Retail Entitlement.
The Retail Entitlement Offer closed at 5:00pm Monday, 19 April 2021 (Melbourne time). The Retail Entitlement Offer was open to approximately 36,100 Computershare retail shareholders. Approximately 14,900 eligible retail shareholders elected to partially or fully take up their Retail Entitlements, subscribing for approximately 13.8 million new Computershare shares (“New Shares”) and raising approximately A$187.6 million. This represented an aggregate participation rate of approximately 56% by value and approximately 41% by shareholder numbers.
Retail Shortfall Bookbuild
Approximately 10.9 million Retail Entitlements not taken up by eligible retail shareholders and the entitlements of certain ineligible retail shareholders, will be offered for sale for the benefit of those shareholders in a retail shortfall bookbuild (“Retail Shortfall Bookbuild”).
Retail Entitlements will be auctioned in the Retail Shortfall Bookbuild, which will be a variable price bookbuild commencing with a floor price of A$13.55 per New Share (“Offer Price”). Any proceeds from the sale of Retail Entitlements under the Retail Shortfall Bookbuild in excess of the Offer Price (per underlying share), less any expenses, will be remitted proportionally to those retail shareholders (“Retail Premium”). There is no guarantee that there will be any Retail Premium. Any Retail Premium arising from the Retail Shortfall Bookbuild is expected to be paid to those retail shareholders on Friday, 30 April 2021.
The Retail Shortfall Bookbuild will be conducted after market close today (Thursday, 22 April 2021).
Key dates
| Event | Date |
|---|---|
| Retail Entitlement Offer Shortfall Bookbuild | Thursday, 22 April, 2021 |
| Settlement of New Shares issued under the Retail Entitlement Offer | Tuesday, 27 April, 2021 |
| Allotment of New Shares under the Retail Entitlement Offer | Wednesday, 28 April, 2021 |
| Normal trading of New Shares issued under the Retail Entitlement Offer |
Thursday, 29 April, 2021 |
| Holding statements in respect of New Shares issued under the Retail Entitlement Offer and Retail Premium(if any)despatched |
Friday, 30 April, 2021 |
All dates and times above are indicative only and may be subject to change without notice. Computershare reserves the right to amend any or all of these dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws.
Additional information
If you have any questions in respect of the Retail Entitlement Offer, please contact the Computershare Offer Information Line on 1300 218 195 (within Australia) or +61 3 9415 4063 (outside Australia) at any time from 8:30am to 5:00pm (Melbourne time) Monday to Friday.
This announcement was authorised to be given to the ASX by a committee of the Computershare Board.
For further information, contact:
Michael Brown Investor Relations Ph +61 (0) 400 248 080 [email protected]
Important Notice
Future performance and forward-looking statements
This announcement contains certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, believe”, “guidance”, “should”, “could”, “may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position, including Computershare's FY21 guidance, the outcome of the acquisition of CTS and performance and any synergies of the combined businesses following the acquisition and the outcome of the Entitlement Offer are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and certainties and other factors which are beyond the control of Computershare, its directors and management including any further impacts of COVID-19 on Computershare’s continued trading and operations. This includes statements about market and industry trends, which are based on interpretations of current market conditions.
You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.
Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumption on which these statements are based. These statements may assume the success of Computershare’s business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Except as required by law or regulation, none of Computershare, its representatives or advisers
assumes any obligation to update these forward-looking statements. No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this announcement. The forward-looking statements are based on information available to Computershare as at the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), none of Computershare, its representatives or advisers undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.
Not for distribution or release in the United States
This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in Australia. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States, or in any other jurisdiction in which such an offer would be illegal. Neither the Retail Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933 (“U.S. Securities Act”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Retail Entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold to, directly or indirectly, persons in the United States or persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S. Securities Act (which Computershare has no obligation or intention to do or procure) or are offered or sold in a transaction except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.
About Computershare
Computershare (ASX: CPU) is a global market leader in transfer agency and share registration, employee equity plans, proxy solicitation and stakeholder communications. Computershare also specialises in corporate trust, mortgage, bankruptcy, class action, utility and tax voucher administration, and a range of other diversified financial and governance services.
Founded in 1978, Computershare is renowned for its expertise in high integrity data management, high volume transaction processing and reconciliations, payments and stakeholder engagement. Many of the world’s leading organisations use us to streamline and maximise the value of relationships with their investors, employees, creditors and customers.
Computershare is represented in all major financial markets and has over 12,000 employees worldwide.
For more information, visit www.computershare.com