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EPX LIMITED — Capital/Financing Update 2022
Nov 23, 2022
64865_rns_2022-11-23_412f8676-b130-42c1-bb56-6cd0c12dd8c6.pdf
Capital/Financing Update
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24 November 2022
Company Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000
EP&T Global Limited (ASX Code: EPX)
Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth)
EP&T Global Limited ( EP&T ) has today announced an accelerated non-renounceable entitlement offer ( Entitlement Offer ) of 1 fully paid ordinary share in EP&T ( New Share ) for every 1.47 ordinary shares in EP&T held by eligible shareholders as at 7.00pm (Sydney time) on the Record Date of 28 November 2022.
This notice is given by EP&T under section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( ASIC Instrument ).
EP&T confirms that:
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the New Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Corporations Act and without a prospectus for the New Shares being prepared;
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as at the date of this notice, EP&T has complied with:
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(a) the provisions of Chapter 2M of the Corporations Act as they apply to EP&T; and
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(b) section 674 of the Corporations Act;
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as at the date of this notice, there is no “excluded information” within the meaning of sections 708AA(8) and 708AA(9) of the Corporations Act which is required to be disclosed under section 708AA(7)(d) of the Corporations Act; and
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the potential effect that the issue of the New Shares will have on the control of EP&T, and the consequences of that effect, will depend on a number of factors, including investor demand. However, given the structure of the Entitlement Offer as a pro-rata issue, the current precommitment and underwriting arrangements that have been entered into (refer to EP&T’s ASX Announcement of today’s date) and the current level of substantial holdings (based on substantial holder notices that have been lodged on or prior to the date of this notice), EP&T does not expect the issue to have a material effect or consequence on the control of EP&T.
For example:
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(a) if all of EP&T’s eligible shareholders take up their entitlement to New Shares, the Entitlement Offer would not have a material effect on the control of EP&T as eligible shareholders would continue to hold a similar percentage interest in EP&T; or
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(b) if some eligible shareholders do not take up their full entitlement, such shareholders’ interest would be diluted relative to those who did take up their full entitlement and those existing shareholders who have committed to take up their full entitlement, and existing shareholders who have also agreed to underwrite a portion of the Entitlement Offer may increase their relevant interest in EP&T. The size of any increase will depend on a number of factors, including the level of take-up from eligible shareholders.
EP&T Global Limited ACN – 645 144 314 Suite 2, 407 Pacific Highway, Artarmon NSW 2064
3465-1743-6447, v. 1
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Further detail of substantial holdings, and potential movements in substantial holdings is set out in the table below.
The table below illustrates the effect of the Entitlement Offer on the control of EP&T, by showing the effect of the Entitlement Offer on existing substantial shareholdings (based on substantial holder notices that have been lodged on or prior to the date of this notice). The table assumes that the only shareholders that subscribe for shares under the Entitlement Offer, are those that have, prior to the date of this notice, provided EP&T with commitments to take up all or part of their entitlements, and those shareholders that have given underwriting commitments.
| Shareholder | Number of ordinary EPX shares held (pre- Entitlement Offer) |
% of total ordinary EPX shares on issue (pre- Entitlement Offer) |
Number of ordinary EPX shares held (post- Entitlement **Offer)1 ** |
% of total ordinary EPX shares on issue (post- Entitlement Offer)1 |
|---|---|---|---|---|
| Magnetar Capital Limited (Keith Gunaratne’s investment vehicle) |
72,768,921 | 30.22% | 114,753,898 | 26.81% |
| Perennial Value Management Limited |
35,045,580 | 14.55% | 62,845,872 | 14.68% |
| Regal Funds Management |
14,958,039 | 6.21% | 24,982,404 | 5.84% |
| Ingot Capital Investments |
12,950,272 | 5.38% | 41,763,793 | 9.76% |
| Other shareholders |
105,076,688 | 43.64% | 183,634,896 | 42.91% |
| Shares on issue |
240,799,500 | 100.00% | 427,980,864 | 100.00% |
1. Note that these columns also include the effect of the Placement that is being settled at the same time as the institutional component of the Entitlement Offer (refer to EP&T’s ASX Announcement of today’s date for further details of the Capital Raising).
Yours faithfully
Richard Pillinger
Company Secretary
EP&T Global Limited ACN – 645 144 314 Suite 2, 407 Pacific Highway, Artarmon NSW 2064
3465-1743-6447, v. 1