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EPX LIMITED — Capital/Financing Update 2024
Feb 7, 2024
64865_rns_2024-02-07_5eded00a-3418-4152-bfd5-6de008057591.pdf
Capital/Financing Update
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ASX Announcement - EP&T Global Limited (ASX:EPX) EP&T Announces Despatch of Retail Offer Document
8 February 2024
EP&T Global Limited (ASX: EPX) ( EP&T or the Company ) would like to advise that the Company has today despatched its Retail Offer Document ( Offer Document ) in respect of the 1 for 5.95 nonrenounceable pro rata entitlement offer of fully paid ordinary shares in EP&T announced on 1 February 2024 ( Entitlement Offer ). The Offer Document along with personalised entitlement and acceptance forms have been issued on 8 February 2024 to all eligible retail shareholders.
A copy of the Offer Document is attached to this announcement. The Entitlement Offer closes at 5.00pm (Sydney time) on 19 February 2024.
Eligible retail shareholders are encouraged to carefully consider the full details of the Retail Entitlement Offer as contained in the Offer Document, including the “Risks” section of the Investor Presentation released to ASX on 1 February 2024 before deciding whether to participate in the Retail Entitlement Offer.
If you have any questions about the Retail Entitlement Offer, please contact the Offer Information Line on 1300 737 760 (within Australia) or + 61 2 9290 9600 (outside Australia) at any time between 8:30am and 5:00pm (Sydney time) on Monday to Friday during the Retail Entitlement Offer period.
This announcement has been authorised for release to the ASX by the Board of EPX.
For more information, please contact:
John Balassis Chief Executive Officer [email protected]
Patrick Harsas Chief Financial Officer [email protected]
EP&T Global Limited ACN – 645 144 314 Suite 11.02, 213 Miller Street, North Sydney NSW 2060
EP&T Global Limited
ABN 50 645 144 314
Retail Entitlement Offer
A 1 for 5.95 pro-rata accelerated non-renounceable entitlement offer of EP&T Global Limited ( EP&T ) ordinary shares ( New Shares ) at an offer price of A$0.02 per New Share ( Offer Price ) to raise up to approximately $1.5 million (before costs) ( Entitlement Offer ).
The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Monday, 19 February 2024 (unless extended).
EP&T Global Shareholder Information Line
Call 1300 560 339 (+612 8011 0354 outside Australia) or contact through a live online chat facility by scanning the QR Code below or going to chat2.shareholdersfirst.com.au.
The Information Line will be open 9:00am to 5:00pm (AEDT), Monday through Friday (excluding public holidays).
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This Retail Offer Booklet requires your immediate attention. It is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. This Retail Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. Please consult your stockbroker, accountant or other professional adviser if you have any questions
.
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Important Notices
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.
Defined terms used in these important notices have the meaning given in this Retail Offer Booklet.
Future performance and forward looking statements
This Retail Offer Booklet contains certain “forward looking statements” and comments about future matters. Forward looking statements can generally be identified by the use of forward looking words such as “expect”, “anticipate”, “likely”, “intend”, “propose”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance”, and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, the outcome and effects of the Entitlement Offer and the use of proceeds. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. You are strongly cautioned not to place undue reliance on forwardlooking statements. Any such statements, opinions and estimates in this Retail Offer Booklet speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward looking statements contained in this Retail Offer Booklet are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of EP&T Global, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Refer to the “Key Risks” section of the Investor Presentation enclosed at Section 3 of this Retail Offer Booklet for a non-exhaustive summary of certain general and specific risk factors that may affect EP&T Global. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the key risk factors included in Section 3 of this Retail Offer Booklet. Investors should consider the forward looking statements contained in this Retail Offer Booklet in light of those risks and disclosures.
No representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statements in this Retail Offer Booklet will actually occur. Actual operations, results, performance, production targets or achievement may vary materially from any projections and forward looking statements and the assumptions on which those statements are based.
The forward looking statements are based on information available to EP&T Global as at the date of this Retail Offer Booklet and are based on assumptions and contingencies subject to change without notice. Except as required by law or regulation (including the ASX Listing Rules), EP&T Global has no obligation to supplement, revise or update any forward looking statements, regardless of whether new information, future events or results or other factors affect the information contained in this Retail Offer Booklet.
Past performance
Investors should note that past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future EP&T Global performance including future share price performance.
No representation other than in this Retail Offer Booklet
No person is authorised to provide any information or to make any representation in connection with the Entitlement Offer that is not contained in this Retail Offer Booklet. Any information or representation not contained in this Retail Offer Booklet may not be relied upon as having been authorised by EP&T Global, its related bodies corporate or any of their respective directors, officers, employees, agents, advisers (including Bell Potter Securities Limited (ACN 006 390 772) as the lead manager of the Entitlement Offer (Lead Manager) or representatives.
Not investment advice
This Retail Offer Booklet does not provide investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). It is important that you read this Retail Offer Booklet in full before deciding to invest in New Shares and any Additional New Shares and consider the risks that could affect the performance of New Shares and Additional New Shares.
International offer restrictions
This Retail Offer Booklet and the Entitlement and Acceptance Form may not be distributed outside Australia, New Zealand, Jersey, Sri Lanka and the Netherlands except that it may be distributed to other foreign jurisdictions approved by EP&T Global in compliance with applicable securities laws. See the foreign selling restrictions set out in the Important Notices and Disclaimer section of the Investor Presentation included in Section 3 of this Retail Offer Booklet for more information. The distribution of this Retail Offer Booklet and the Entitlement and Acceptance Form, or any other material relating to the Retail Entitlement Offer, in other jurisdictions outside Australia, New Zealand, Jersey, Sri Lanka and the Netherlands may be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
Not for release or distribution in the United States
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This Retail Offer Booklet and the Entitlement and Acceptance Form have been prepared for publication in Australia, New Zealand, Jersey, Sri Lanka and the Netherlands and may not be released in the United States. They do not constitute an offer to sell, or a 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. The retail entitlements and the New Shares (and any Additional New Shares) have not been, nor will they be, registered under the US Securities Act of 1933, as amended (“Securities Act”) or the securities laws of any state or other jurisdiction of the United States and accordingly the retail entitlements and the New Shares (and any Additional New Shares) may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the Securities Act) in reliance on Regulation S under the Securities Act. Because of these legal restrictions, you must not distribute, release or send copies of this Retail Offer Booklet and the Entitlement and Acceptance Form, or any other material relating to the Retail Entitlement Offer, to any person in the United States.
References to “you” and “your Entitlement”
In this Retail Offer Booklet, references to “you” are references to Eligible Retail Shareholders and references to “your Entitlement” (or “your Entitlement and Acceptance Form”) are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Retail Shareholders.
Times and dates
Times and dates in this Retail Offer Booklet are indicative only and subject to change. All times and dates refer to the time in Sydney, Australia. Refer to the “Key Dates” section of this Retail Offer Booklet for more details.
Currency
Unless otherwise stated, all dollar values in this Retail Offer Booklet are in Australian dollars (A$).
Trading New Shares (and any Additional New Shares)
EP&T Global and its advisers (including the Lead Manager) will have no responsibility and each respectively disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares or any Additional New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by EP&T Global or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares or any Additional New Shares in error or which they do not hold or are not entitled to.
Disclaimer and acknowledgement
None of EP&T Global’s affiliates, related bodies corporate, representatives, agents, partners, consultants and advisers (including the Lead Manager) (together the Advisor Parties ), have permitted or caused the issue, submission, or operation of this Retail Offer Booklet, or authorised, approved or verified any forward-looking statements or any other statements. To the maximum extent permitted by law, the Advisor Parties expressly disclaim all liabilities (including, without limitation, any liability arising from fault or negligence on the part of any person) and any direct, indirect, consequential or contingent loss or damage whatsoever arising from, make no representations regarding, and take no responsibility for, any part of this Retail Offer Booklet and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Retail Offer Booklet.
The Advisor Parties make no recommendation as to whether you or your related parties should participate in the Retail Entitlement Offer nor do they make any representations or warranties, express or implied, to you concerning the Entitlement Offer or any such information, and by returning an Entitlement and Acceptance Form or otherwise paying for your New Shares or Additional New Shares through BPAY® (or other payment method described in the Entitlement and Application Form) in accordance with the instructions on the Entitlement and Acceptance Form, you represent, warrant and agree that you have not relied on any statements made by Advisor Parties in relation to the New Shares, Additional New Shares or the Entitlement Offer generally.
You acknowledge and agree that: (a) determination of eligibility of investors for the purposes of the institutional and retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of EP&T Global; (b) each of EP&T Global and its advisers (including the Lead Manager) and their respective affiliates, officers, employees, agents and advisers disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law; and (c) the information in this Retail Offer Booklet remains subject to change without notice.
If you are in any doubt, as to these matters you should first consult with your stockbroker, accountant or other professional adviser.
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Table of Contents
| Table ofContents | |
|---|---|
| Section | Page |
| Key Dates for the Retail Entitlement Offer | 6 |
| Letter from the Chairman | 7 |
| 1. Summary of Options Available to You |
9 |
| 2. Offer Details & How to Apply |
10 |
| 3. ASX Announcements and Investor Presentation |
16 |
| 4. Australian Tax Considerations |
68 |
| 5. Important Information |
71 |
| 6. Glossary |
77 |
| Corporate Directory | 79 |
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Summary of Entitlement Offer
| Institutional Entitlement Offer | |
|---|---|
| Ratio | 1 New Share for every 5.95 existing shares held at Record |
| Date | |
| Offer Price | $0.02 per New Share |
| Size | Approximately 35 million New Shares |
| Gross Proceeds | Approximately $0.7 million |
| Retail Entitlement Offer | |
| Ratio | 1 New Share for every 5.95 existing shares held at Record |
| Date | |
| Offer Price | $0.02 per New Share |
| Size | Approximately 40 million New Shares |
| Targeted Gross Proceeds | Approximately $0.8 million |
| Targeted Total Gross Proceeds | |
| Expected total gross proceeds of | Approximately $1.5 million |
| Entitlement Offer | |
5
Key Dates
| Event | Date |
|---|---|
| Announcement of the Entitlement Offer | Thursday, 1 February 2024 |
| Announce results of the Institutional Entitlement Offer | Monday, 5 February 2024 |
| Record Date for the Entitlement Offer - 5.00pm (Sydney time) | |
| Retail Offer Booklet dispatched | Thursday, 8 February 2024 |
| Retail Entitlement Offer opens | |
| Retail Entitlement Offer closes | 5.00pm (Sydney time) |
| Monday, 19 February 2024 | |
| Issue of New Shares (and any Additional New Shares) under the | Monday, 26 February 2024 |
| Retail Entitlement Offer | |
| Dispatch of holding statements for New Shares (and any | Monday, 26 February 2024 |
| Additional New Shares) issued under the Retail Entitlement Offer | |
| Trading of New Shares (and any Additional New Shares) issued | Tuesday, 27 February 2024 |
| under the Retail Entitlement Offer |
The timetable above is indicative only and may be subject to change. All times and dates in the timetable refer to Sydney, Australia time. EP&T Global reserves the right to amend any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, EP&T Global reserves the right to extend the closing date of the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the issue date of New Shares (and any Additional New Shares) issued under the Retail Entitlement Offer.
The commencement of quotation of New Shares issued under the Retail Entitlement Offer is subject to confirmation from ASX.
Cooling off rights do not apply to an investment in New Shares or any Additional New Shares. You cannot withdraw your application once it has been accepted. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.
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Letter from the Chairman
8 February 2024
Dear Shareholder,
EP&T Global Limited (ASX: EPX) – Entitlement Offer
On behalf of the Board of EP&T Global Limited, I am pleased to invite you to participate in a capital raising announced on the ASX on Monday, 5 February 2024 comprising a placement to sophisticated and professional investors and a 1-for-5.95 pro rata accelerated non-renounceable entitlement offer (together the Capital Raising ) to raise up to A$2.9 million before costs of the offer. The Capital Raising is being undertaken at an offer price of A$0.02 per new ordinary share ( Share ) ( Offer Price ).
Details of the Placement and Entitlement Offer
The Entitlement Offer is to be undertaken in conjunction with a placement to institutional investors for new Shares at the Offer Price, raising approximately $1.4 million ( Placement ). A total of approximately $2.9 million will be raised between the Placement and the Entitlement Offer.
The Entitlement Offer comprises an accelerated institutional component which as announced on 1 February 2024, raised approximately A$0.7 million ( Institutional Entitlement Offer ), and a retail component to raise approximately A$0.8m ( Retail Entitlement Offer ). This offer document ( Offer Document ) relates to the Retail Entitlement Offer only. The Retail Entitlement Offer is non-renounceable and therefore any Retail Offer Entitlement will not be tradeable on the ASX or otherwise transferable.
Under the Retail Entitlement Offer, Eligible Retail Shareholders are being offered the opportunity to subscribe for 1 New Share for every 5.95 existing EP&T Global share held on the Record Date of 5.00pm (Sydney time) on Monday, 5 February 2024 ( Entitlement ) at an Offer Price of A$0.02 per New Share. This is the same price which was offered to institutional investors who participated in the Institutional Entitlement Offer and Placement.
Eligible Retail Shareholders who take up their full Entitlement may also apply for additional New Shares in excess of their Entitlement at the Offer Price ( Additional New Shares ). Certain institutional and sophisticated investors will be invited by EP&T Global to participate in any shortfall remaining after Additional New Shares are allocated to Eligible Retail Shareholders. The allocation of Additional New Shares and any scale back will be in the Board’s absolute discretion. Any residual shortfall from the Retail Entitlement Offer is underwritten by certain Directors of EP&T Global being John Balassis and Victor van Bommel (or entities associated with them) up to $168,043 in aggregate.
New Shares and any Additional New Shares will rank equally with existing shares in all respects from their date of issue.
The Retail Entitlement Offer closes at 5.00pm (Sydney time) on Monday, 19 February 2024 (unless extended).
Taking up your Entitlement
Accompanying this Retail Offer Booklet is your personalised Entitlement and Acceptance Form which contains details of your Entitlement. If you choose to do nothing, your Entitlement will lapse and you will receive no value for your Entitlement.
To participate in the Retail Entitlement Offer, you need to ensure that your personalised Entitlement and Acceptance Form is completed in accordance with the instructions provided on the form and the instructions in this Retail Offer Booklet under “Offer Details & How to Apply”. You may also apply for Additional New Shares using the Entitlement and Acceptance Form.
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To participate, you must ensure that you have completed your application by paying Application Monies by BPAY® (or other payment method described in the Entitlement and Application Form) before 5:00pm (Sydney time) on Monday, 19 February 2024.
If you do not wish to take up any of your Entitlement, you do not have to take any action.
Further information and application instructions
Further details of the Entitlement Offer, as well as the key risks associated with investing in the Entitlement Offer are set out in this Retail Offer Booklet which you should read carefully and in its entirety.
You should consult your stockbroker, accountant, or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.
If you have any questions in relation to the Offer, EP&T Global has set up an Information Line which can be reached either by phone on 1300 560 339 (+612 8011 0354 outside Australia) or through a live online chat facility at chat2.shareholdersfirst.com.au. The Information Line will be open 9:00am to 5:00pm (Sydney time), Monday through Friday (excluding public holidays) before the close of the Retail Entitlement Offer.
On behalf of the Board of Directors and management team of EP&T Global Limited, I invite you to consider this investment opportunity and thank you for your continued support.
Yours faithfully,
Jonathan Sweeney Chairman
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1 Summary of Options Available to You
If you are an Eligible Retail Shareholder (see Section 5.1), you may take any of the following steps:
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take up all or part of your Entitlement (see Section 2.4.1);
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take up all of your Entitlement and apply for Additional New Shares (see Section 2.4.2 and 2.4.3); or
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do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements (see Section 2.4.4).
Further information is provided below.
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2 Offer Details & How to Apply
2.1 Overview of the Entitlement Offer
EP&T Global intends to raise approximately $1.5 million under the Entitlement Offer. Of this, approximately $0.7 million has already been raised under the Institutional Entitlement Offer (including by placement of shortfall under that component of the Entitlement Offer).
Eligible Retail Shareholders are now being offered the opportunity to subscribe for 1 New Share for every 5.95 existing Share held as at the Record Date, at the Offer Price of $0.02 per New Share. The Offer Price of $0.02 per share represents a 39.4% discount to the closing price of EP&T Global shares of $0.033 per share as at 31 January 2024, the last day before the Entitlement Offer was announced, a 39.2% discount to the volume weighted average price ( VWAP ) and a 34.1% discount to the theoretical ex-rights price ( TERP )[1] .
The Retail Entitlement Offer provides Eligible Retail Shareholders with the opportunity to take up all or part of their Entitlement. Entitlements under the Entitlement Offer are non-renounceable. Eligible Retail Shareholders who take up all of their Entitlement can also apply for Additional New Shares.
You have a number of decisions to make in respect of your Entitlement. You should read this Retail Offer Booklet carefully before making any decisions in relation to your Entitlement.
The Retail Entitlement Offer opens on Thursday, 8 February 2024 and will close at 5.00pm (Sydney time) on Monday, 19 February 2024 (unless extended).
Based on the funds raised under the Institutional Entitlement Offer and the underwriting arrangements under the Retail Entitlement Offer, EP&T Global is expected to raise a minimum amount of approximately $0.9 million of new equity under the Entitlement Offer.
Further details on the Entitlement Offer are set out below.
2.2 Your Entitlement
Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and calculated on the basis of 1 New Share for every 5.95 existing Share you hold as at the Record Date (rounded up to the nearest whole number of New Shares).
If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have a separate Entitlement for each separate holding.
New Shares and any Additional New Shares issued under the Entitlement Offer will be fully paid and rank equally in all respects with existing shares.
2.3 Consider the Entitlement Offer carefully in light of your particular investment objectives and circumstances
1 The theoretical ex-rights price (TERP) is the theoretical price at which EP&T Global ordinary shares should trade immediately after the ex-date for the Entitlement Offer assuming 100% take-up of the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which EP&T Global’s ordinary shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equate to TERP.
The volume weighted average price (VWAP) is the average price a security has traded at throughout the day, based on both volume and price.
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The Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow entitlement offers to be made without a prospectus. This Retail Offer Booklet does not contain all of the information which may be required in order to make an informed decision regarding an application for New Shares and any Additional New Shares under the Entitlement Offer.As a result, it is important for you to read carefully and understand the information on EP&T Global and the Entitlement Offer that has been made publicly available, prior to deciding whether to take up all or part of your Entitlement, apply for any Additional New Shares, or do nothing in respect of your Entitlement. In particular, please refer to this Retail Offer Booklet, the investor presentation and other announcements made available on the ASX website relating to EP&T Global.
Please consult with your stockbroker, accountant or other professional adviser if you have any queries or are uncertain about any aspect of the Entitlement Offer. You should also refer to the “Key Risks” section of the Investor Presentation which is included in Section 3 of this Retail Offer Booklet.
2.4 Options available to you
2.4.1 If you wish to take up all or part of your Entitlement
If you wish to take up all or part of your Entitlement, please pay your Application Monies via BPAY® (or other payment method described in the Entitlement and Application Form) by following the instructions set out on the personalised Entitlement and Acceptance Form, by no later than 5.00pm (Sydney time) on Monday, 19 February 2024.
EP&T Global will treat you as applying for as many New Shares as your payment will pay for in full. If you are paying by BPAY®, please make sure to use the specific biller code and unique reference number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the reference number specific to the Entitlement on that Entitlement and Acceptance Form.
If you take up and pay for all of your Entitlement before the close of the Entitlement Offer, it is expected that you will be issued New Shares on Monday, 26 February 2024.
EP&T Global’s decision on the number of New Shares to be issued to you will be final. EP&T Global also reserves the right (in its absolute discretion) to reduce the number of New Shares issued if it believes an applicant’s claim to be overstated or if an applicant or their nominees or custodians fail to provide information to substantiate their claims to the EP&T Global's satisfaction.
2.4.2 If you wish to take up all of your Entitlement and apply for Additional New Shares
If you wish to take up all of your Entitlement and apply for Additional New Shares (see Section 2.4.3 below), please pay your Application Monies via BPAY® (or other payment method described in the Entitlement and Application Form) by following the instructions set out on the personalised Entitlement and Acceptance Form by no later than 5.00pm (Sydney time) on Monday, 19 February 2024.
EP&T Global will treat you as applying for as many New Shares and Additional New Shares as your payment will pay for in full.
Additional New Shares will only be available to the extent that there are Entitlements which are not taken up by other Eligible Retail Shareholders. For further details on the allocation of any Additional New Shares, please see Section 2.4.3.
If you take up and pay for all of your Entitlement (and apply and pay for your Additional New Shares) before the close of the Retail Entitlement Offer, it is expected that you will be issued New Shares and any Additional New Shares on Monday, 26 February 2024.
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2.4.3 Additional New Shares
Eligible Retail Shareholders who take up their Entitlement in full may also apply for Additional New Shares in excess of their Entitlement at the same offer price of $0.02 per New Share under a shortfall facility.
Additional New Shares will be drawn from New Shares that relate to Entitlements which have not been taken up under the Retail Entitlement Offer.
These is no guarantee regarding the number of Additional New Shares (if any) that will be available to Eligible Retail Shareholders under the shortfall facility, in addition to their Entitlement under the Retail Entitlement Offer. This will depend on how many Entitlements are taken up. If all Entitlements are taken up under the Retail Entitlement Offer then there will be no Additional New Shares available.
An Eligible Retail Shareholder will not be issued any Additional New Shares under the shortfall facility if the issue of such Additional New Shares would cause EP&T Global or that Eligible Retail Shareholder to breach any applicable law.
In the event that demand for Additional New Shares under the shortfall facility exceeds the number of Additional New Shares that are available then, subject to the above, the number of Additional New Shares issued to Eligible Retail Shareholders under the shortfall facility will be scaled back.
If, following the issue of New Shares and any Additional New Shares to Eligible Retail Shareholders, there is any shortfall under the Retail Entitlement Offer, certain institutional and sophisticated investors will be invited by EP&T Global to subscribe for New Shares.
Decisions regarding the operation of the shortfall facility (including the issue of any Additional New Shares) and any necessary scale back will be made by the Directors in their absolute discretion.
Any residual shortfall from the Retail Entitlement Offer is underwritten by certain Directors of EP&T Global being John Balassis and Victor van Bommel (or entities associated with them) up to $168,043 in aggregate.
2.4.4 If you wish to do nothing, your Entitlement will lapse and you will receive no value for those lapsed Entitlements
The Entitlement Offer is non-renounceable. If you take no action you will not be allocated New Shares and your Entitlement will lapse. Shareholders who do not take up their Entitlements will not receive any payment or value for those Entitlements they do not take up.
Eligible Retail Shareholders who do not participate fully in the Entitlement Offer will have their percentage holding in EP&T Global diluted.
2.5 Ineligible Retail Shareholders
All retail shareholders who are not Eligible Retail Shareholders are Ineligible Retail Shareholders. Ineligible Retail Shareholders will not be entitled to participate in the Retail Entitlement Offer.
2.6 Payment
You can pay by BPAY® (or other payment method described in the Entitlement and Application Form) or as otherwise authorised by EP&T Global. Cash payments will not be accepted. Receipts for payment will not be issued.
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EP&T Global will treat you as applying for as many New Shares (up to your Entitlement) or Additional New Shares as your payment will pay for in full.
Any Application Monies received for more than your final allocation of New Shares and any Additional New Shares will be refunded as soon as practicable after the close of the Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.
Payment by BPAY®
For payment by BPAY®, please follow the instructions on your personalised Entitlement and Acceptance Form. You can only make payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.
If you are paying by BPAY®, please make sure you use the specific Biller Code and your unique Customer Reference Number ( CRN ) on your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding your application will not be recognised as valid.
Please note that where you pay by BPAY®:
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you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form; and
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if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.
It is your responsibility to ensure that your BPAY® payment is received by the Share Registry by no later than 5.00pm (Sydney time) on Monday, 19 February 2024. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.
2.7 Representations by acceptance
By completing and returning your personalised Entitlement and Acceptance Form or making a payment by BPAY® (or other payment method described in the Entitlement and Application Form), you will be deemed to have represented to EP&T Global, its related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers (including the Lead Manager), that you are an Eligible Retail Shareholder and:
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acknowledge that you have read and understand this Retail Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;
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agree to be bound by the terms of the Entitlement Offer, the provisions of this Retail Offer Booklet (including Section 4.1), and EP&T Global's constitution;
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authorise EP&T Global to register you as the holder(s) of New Shares and any Additional New Shares allotted to you;
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declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
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declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
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acknowledge that once EP&T Global receives your personalised Entitlement and Acceptance Form or any payment of Application Monies, you may not withdraw your application or funds provided except as permitted by law;
-
agree to apply for and be issued up to the number of New Shares and any Additional New Shares for which you have submitted payment of any Application Monies;
-
authorise EP&T Global, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares and any Additional New Shares to be issued to you, including to act on instructions of the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
-
declare that you were the registered holder(s) at the Record Date of the shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
-
acknowledge that the information contained in this Retail Offer Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares and any Additional New Shares are suitable for you given your investment objectives, financial situation or particular needs;
-
acknowledge that this Retail Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in EP&T Global and is given in the context of EP&T Global's past and ongoing continuous disclosure announcements to ASX;
-
acknowledge (and have read) the Key Risks section of the Investor Presentation enclosed at Section 3 of this Retail Offer Booklet, and acknowledge that investments in EP&T Global are subject to risk;
-
acknowledge that none of EP&T Global or its related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers (including the Lead Manager), guarantees the performance of EP&T Global, nor do they guarantee the repayment of capital;
-
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and, should you choose to do so, the shortfall facility, and of your holding of shares on the Record Date;
-
authorise EP&T Global to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
-
represent and warrant (for the benefit of EP&T Global and its related bodies corporate and affiliates) that you are not an Ineligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
-
represent and warrant that the law of any place does not prohibit you from being given this Retail Offer Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares or Additional New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;
-
represent and warrant that you, and each person on whose account you are acting, are not in the United States;
14
-
you, and each person on whose account you are acting, understand and acknowledge that neither the New Shares nor the Additional New Shares have been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia, New Zealand, Jersey, Sri Lanka and the Netherlands and accordingly, the Entitlements may not be taken up, and the New Shares and Additional New Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States, except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;
-
you have not and you will not send this Retail Offer Booklet, the Entitlement and Acceptance Form or any other materials relating to the Entitlement Offer to any person in the United States;
-
if in the future you decide to sell or otherwise transfer the New Shares or any Additional New Shares, you will only do so in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Notwithstanding the foregoing, after quotation and the commencement of trading of the New Shares and any Additional New Shares, you may sell such New Shares or Additional New Shares in regular transactions on the ASX or otherwise where neither you nor any person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that purchaser is, a person in the United States; and
-
if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form is resident in Australia, New Zealand, Jersey, Sri Lanka and the Netherlands or such other country that does not prohibit the beneficial holder from being given this Retail Offer Booklet or the personalised Entitlement and Acceptance Form, or prohibit the beneficial holder from making an application for New Shares or Additional New Shares and is not in the United States, and you have not sent this Retail Offer Booklet, the Entitlement and Acceptance Form or any other materials relating to the Entitlement Offer to any such person.
2.8 Enquiries
If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions, please contact the EP&T Global Information Line either by phone on 1300 560 339 (+612 8011 0354 outside Australia) or through a live online chat facility by scanning the QR Code below or going to chat2.shareholdersfirst.com.au. The Information Line will be open 9:00am to 5:00pm (Sydney time), Monday through Friday (excluding public holidays). before the close of the Retail Entitlement Offer.
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If you have any further questions, you should contact your stockbroker, accountant or other professional adviser.
15
ASX Announcements and Investor Presentation
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ASX Announcement - EP&T Global Limited (ASX:EPX) Targets $2.3M Entitlement Offer and Placement
1 February 2024
Building energy optimisation company EP&T Global Limited (ASX: EPX) ( EP&T or the Company ) is pleased to announce the launch of a capital raising at an offer price of A$0.02 per new ordinary share ( Share ) ( Offer Price ) to raise approximately A$2.3 million. The capital raising comprises a placement to sophisticated and professional investors, and a 1-for-5.95 pro rata accelerated non-
renounceable entitlement offer (together the Capital Raising ).
Highlights:
-
The Company has received non-binding commitments of over $1.77 million as follows:
-
under the placement and the institutional component of the accelerated nonrenounceable entitlement offer commitments in excess of the A$1.58 million being offered; and
-
the retail component of the Entitlement Offer of A$0.72 million has received commitments from existing sophisticated shareholders of A$0.03 million, and is partially underwritten by shareholders which are controlled by directors John Balassis and Victor van Bommel for up to A$0.17 million.
-
The funds raised under the Offer will be applied toward revenue growth. This includes the installation of revenue generating near term opportunities as well as implementing the sales growth strategy. A small portion of the funds will provide working capital support.
Chief Financial Officer (CFO), Patrick Harsas, said “the new management team’s focus on Backlog ACV[1] and implementing operational efficiencies have transformed EP&T over the last 12 months. This has culminated in EP&T achieving the key strategic target of Operating cash flow breakeven[2] in the September and December 2023 quarters. EP&T is well placed to use this, to focus on growth.
EPX has announced FY24 Projected ACV[3,4] of between $16.0 million and $17.0 million. This is based on near term and identified pipeline sales opportunities[4] . The funds from the Capital Raising will be deployed to install new ACV and source new sales growth opportunities. An amount will provide a working capital buffer.
It is extremely pleasing that our institutional shareholders have participated in the Capital Raising. We thank them for their ongoing support”.
Details of the Capital Raising structure is outlined further below.
1 Backlog ACV is contracted revenue yet to be installed. The estimate of Backlog ACV is based on a financial year-end calculation, which is indicative at a point in time. Future installation and hence future ARR may be impacted by unforeseen events leading to contract termination or cancellation.
2 Operating cashflow breakeven is defined as monthly operating cash inflows (being receipts from operations and other revenue) less monthly operating cash outflows (being ordinary operating costs of the business) but excluding new project deployment costs and other investing and financing cash flows.
3 ACV is defined as the annualised monthly fees charged under contracts on hand at each period end. ACV is calculated into Australian dollars based on historical long term exchange rates. On conversion to actual cashflow, the exchange rate prevailing at the time of billing may be higher or lower to the historical long term average exchange rates used to determine the ACV value
4 Projected financial information is predictive in character, may be affected by inaccurate assumptions or by known or unknown risks and uncertainties and may differ materially from results ultimately achieved. The projected range is based on near term opportunities, defined as sales opportunities which have not yet been signed but are in a progressed state of negotiation with customers, and identified pipeline opportunities, defined as customer opportunities which are in negotiation and may not occur. Further particulars were released by EP&T in its ASX release dated 30 November 2023 and in the Investor Presentation released to ASX today.
EP&T Global Limited ACN – 645 144 314
Suite 1102, 213 Miller Street, North Sydney NSW 2060
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The Capital Raising Structure
The Capital Raising will be undertaken at the Offer Price and comprises:
-
A placement to selected institutional and sophisticated investors to raise approximately A$0.80 million ( Placement );
-
A 1 for 5.95 pro-rata accelerated non-renounceable entitlement offer to eligible shareholders to raise up to approximately A$1.5 million, comprised of:
-
a approximately A$0.78 million accelerated institutional component ( Institutional Entitlement Offer ); and
-
a approximately A$0.72 million retail component ( Retail Entitlement Offer ).
The Offer Price of $0.02 represents a:
-
39.4% discount to the last closing price of $0.033
-
39.4% discount to the 5-day VWAP of $0.033
-
34.1% discount to the TERP of $0.030[1]
Placement
If fully subscribed, the Placement will result in the issue of approximately 40.0 million Shares. Shares issued under the Placement are intended to be issued on Monday, 12 February 2024 and will rank equally with existing EP&T shares from their date of issue. All of the Shares issued under the Placement will be issued using the Company’s existing placement capacity under ASX Listing Rule 7.1 and will therefore not require shareholder approval.
Institutional Entitlement Offer
Eligible institutional and sophisticated investors with registered addresses in Australia, New Zealand, Netherlands, and United Kingdom are offered the opportunity to participate in the Institutional Entitlement Offer. The Institutional Entitlement Offer is targeting a raise of approximately A$0.78 million.
The Entitlement Offer is non-renounceable and therefore entitlements are not tradeable on the ASX or any other exchange, or otherwise transferable. As a result, existing investors who receive an offer to participate in the Institutional Entitlement Offer and who do not take up their entitlement will not receive any value for their entitlement, and their proportionate interest in EP&T will be diluted.
1 The Theoretical-Ex-Rights Price ( TERP ) is the theoretical calculation of what EP&T’s share price may be after the ex-date for the Entitlement Offer. TERP is a theoretical calculation and the actual price at which shares trade immediately after the ex-date for the Entitlement Offer will depend on many factors and may not equate to TERP. The TERP includes new shares issued under the Placement.
EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060
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Retail Entitlement Offer
Eligible retail shareholders with a registered address in Australia or New Zealand (or other jurisdictions agreed by the Company) as at 5.00pm Sydney time on Monday, 5 February 2024 ( Record Date ) (or eligible institutional and sophisticated shareholders not included in the Institutional Entitlement Offer) will be entitled to participate in the Retail Entitlement Offer, subject to the terms and conditions set out in the retail offer booklet proposed to be dispatched to eligible retail shareholders on or around Thursday, 8 February 2024 ( Retail Offer Booklet ). The Retail Entitlement Offer is targeting a raise of approximately A$0.72 million.
EP&T will notify retail shareholders who are on the share register on the Record Date as to whether they are eligible to participate in the Retail Entitlement Offer. Retail shareholders who are eligible to participate will receive a Retail Offer Booklet, including a personalised entitlement and acceptance form, which will provide further details of how to participate in the Entitlement Offer.
Eligible retail shareholders can choose to take up their entitlement in full, in part or not at all. Those eligible retail shareholders who subscribe for their entitlement in full, may also apply for additional Shares in excess of their entitlement ( Additional Shares ). Additional Shares will only be available where there is a shortfall between applications received from eligible retail shareholders and the number of Shares available to be issued under the Retail Entitlement Offer, and applications for Additional Shares may be subject to scale-back, at the Company’s discretion.
Certain institutional and sophisticated investors may be invited by the Company to participate in any shortfall remaining after Additional Shares are allocated to eligible retail shareholders. Any remaining shortfall from the Retail Entitlement Offer up to A$0.17 million in aggregate ( Underwritten Amount ) is underwritten by entities controlled by Directors John Balassis and Victor van Bommel (Underwriters). The allocation of Additional Shares and any remaining shortfall Shares will be in the Board’s absolute discretion, with the Underwriters committed to subscribe for the residual shortfall up to the Underwritten Amount.
The Directors reserve the right to place any remaining shortfall at the offer price within 3 months of the close of the Retail Entitlement Offer in accordance with the ASX Listing Rules.
The Use of Funds
The funds raised under the Offer will be applied toward revenue growth. This includes the installation of revenue generating near term opportunities as well as implementing the sales growth strategy. A small portion of the funds will provide working capital support.
EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060
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Indicative Timetable
New Shares issued under the Placement and the Institutional Entitlement Offer will rank equally with existing EP&T shares from their date of issue, and are expected to settle on Friday, 9 February 2024 and to be issued and commence trading the following business day, Monday, 12 February 2024.
The proposed Offer timetable is as follows:
| Date (AEDT) | Event |
|---|---|
| 1 & 2 February 2024 | Placement and Institutional Entitlement Offer conducted |
| 5 February 2024 | Announcement of results of Capital Raising |
| 5 February 2024 | Record Date for Entitlement Offer (5pm Sydney time) |
| 8 February 2024 | Retail Entitlement Offer opens - Retail Offer Booklet and entitlement and acceptance forms dispatched to eligible retail shareholders |
| 9 February 2024 | Settlement of Placement and Institutional Entitlement Offer |
| 12 February 2024 | Allotment and quotation of Shares offered under the Placement and Institutional Entitlement Offer |
| 19 February 2024 | Retail Entitlement Offer closes 5.00pm (Sydney time) |
| 26 February 2024 | Allotment of Shares offered under the Retail Entitlement Offer |
| 27 February 2024 | Quotation of Shares offered under Retail Entitlement Offer |
The timetable (and each reference in this announcement to a date specified in the timetable) is indicative only and EP&T may, at its discretion, vary any of the above dates by lodging a revised timetable with the ASX. EP&T also reserves the right to withdraw the Capital Raising (or any part of it) or change the terms of the Capital Raise, subject to compliance with the ASX Listing Rules and the Corporations Act.
All times referred to in this announcement are AEDT.
This release is authorised by the Board of Directors of EP&T.
EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060
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Further Information
Further details of the Offer are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Capital Raising. The Retail Offer Booklet will be released to ASX and available on the Company’s website and is expected to be dispatched to eligible retail shareholders with entitlement and acceptance forms on 8 February 2024.
Bell Potter Securities Limited is Lead Manager to the Capital Raising. Hamilton Locke are acting as legal advisers to EP&T.
Important Notice
Not for distribution or release in the United States This announcement is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (ASIC)). The announcement is not and should not be considered an offer or an invitation to acquire entitlements or new Shares or any other financial products. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The entitlements and the new Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements or the new Shares may not be granted to, taken up by, or offered or sold to, directly or indirectly, any person in the United States, or any person acting for the account or benefit of a person in the United States, except pursuant to a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable state securities laws. The distribution of this announcement in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060
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About EP&T Global
EP&T Global is optimising buildings for a sustainable future. EP&T’s proprietary technology solution combines multiple information sources with cloud-based data analytics to detect real-time energy inefficiencies in buildings. This highly accurate identification of faults and inefficiencies enables EP&T to collaborate with building managers to improve and optimise building plant operating systems.
EP&T’s “EDGE Intelligent System” is a data repository incorporating 20+ years of building energy efficiency knowledge – collecting and analysing more than 5.6 billion points of data per annum with proprietary algorithmic analysis and machine learning.
To learn more visit www.eptglobal.com
For more information, please contact:
John Balassis Patrick Harsas Chief Executive Officer Chief Financial Officer [email protected] [email protected]
EP&T Global Limited ACN – 645 144 314 Suite 1102, 213 Miller Street, North Sydney NSW 2060
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Company Update and Environment, Property & Technology Capital Raising February 2024
Smarter Buildings Happier People Healthier World
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Im ortant Notices and Disclaimer p
The following notice and disclaimer applies to this investor presentation (“Presentation”) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant that you are entitled to receive this Presentation in accordance with the restrictions, and agree to be bound by the limitations, contained within it.
This Presentation has been prepared in connection with the institutional component of a $2.3 million capital raising comprising:
-
a placement of New Shares to institutional and sophisticated investors (“Placement”) under section 708A of the Corporations Act 2001 (Cth) (“Corporations Act”); and
-
an accelerated non-renounceable entitlement offer to certain eligible shareholders of the Company (“Entitlement Offer”) (collectively, the Placement and Entitlement Offer are referred to as “Offer”)
-
The Entitlement Offer is being made to:
-
eligible institutional shareholders of the Company (“Institutional Entitlement Offer”); and
-
eligible retail shareholders of the Company (“Retail Entitlement Offer”),
under section 708AA of the Corporations Act (as modified by the Australian Securities and Investments Commission Corporations (ASIC) (Non-Traditional Rights Issues) Instrument 2016/84).
No Offer
This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with ASIC) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction (and will not be lodged with the ASIC).
The Retail Entitlement Offer will be made on the basis of the information contained in the retail offer booklet to be prepared for eligible retail shareholders in Australia, New Zealand, Jersey and Sri Lanka (“Retail Offer Booklet”), and made available following its lodgment with ASX. Any eligible retail shareholder in Australia, New Zealand, Jersey and Sri Lanka who wishes to participate in the Retail Entitlement Offer should consider the Retail Offer Booklet before deciding whether to apply for New Shares under the Retail Entitlement Offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in accordance with the instructions contained in the Retail Offer Booklet and the entitlement and acceptance form.
This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The securities referred to in this Presentation have not been, and will not be, registered under the US Securities Act of 1933 (“US Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States unless the securities have been registered under the US Securities Act (which the Company has no obligation to do or procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable U.S. state securities laws. This Presentation may not be distributed or released in the United States.
The distribution of this Presentation in jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
Summary Information
This Presentation contains summary information about EP&T Global, its subsidiaries and their activities, including financial information which is current as at the date of this Presentation. The information in this Presentation is of a general nature. Certain financial information has been presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards and other mandatory professional reporting requirements applicable to financial reports prepared in accordance with the Corporations Act.
The summary information provided in this Presentation is for illustrative purposes only and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in EP&T Global or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. While EP&T Global has taken every effort to ensure the accuracy of the material in the presentation, neither the Company nor its advisers have verified the accuracy or completeness of the information, or any statements and opinion contained in this Presentation.
Not Investment Advice
Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of EP&T Global and the impact that different future outcomes may have on EP&T Global.
This Presentation has been prepared without taking account of any person's individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. EP&T Global is not licensed to provide financial product advice in respect of EP&T Global shares.
This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation to acquire shares of EP&T Global and does not and will not form any part of any contract for the acquisition of shares of EP&T Global.
Cooling off rights do not apply to the acquisition of EP&T Global shares.
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Im ortant Notices and Disclaimer Continued p
Investment Risk
An investment in EP&T Global shares is subject to known and unknown risks, some of which are beyond the control of EP&T Global. EP&T Global does not guarantee any particular rate of return or the performance of EP&T Global nor does it guarantee any particular tax treatment. An investment in EP&T Global should be considered as highly speculative and high risk due to the start-up nature of the Company and its proposed business.
Market and Industry Data
Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. None of the Company, its representatives or advisers have independently verified any such market or industry data provided by third parties or industry or general publications.
Financial Data
All dollar values in this Presentation are in Australian dollars (A$ or AUD) unless otherwise stated. Unaudited financial data contained within this presentation may be subject to change.
Forward-Looking Statements
This Presentation may contain forward looking statements. The Australian words 'anticipate', 'believe', 'expect', 'project', 'forecast', 'estimate', 'likely', 'intend', 'should', 'could', 'may', 'target', 'plan' and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements are subject to risk factors associated with the Company’s business, many of which are beyond the control of the Company. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables and changes in underlying assumptions which could cause actual results or trends to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You should not place undue reliance on forward-looking statements and neither EP&T Global nor any of its directors, employees, advisers or agents assume any obligation to update such information.
Any such statements, opinions and estimates in this Presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements contained in this Presentation are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of the Company, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward-looking statements may also assume the success of the Company's business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond the Company's control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise.
There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forwardlooking statements, including (without limitation) the Australian and global economic environment and capital market conditions and other risk factors set out in this Presentation. Investors should consider the forward-looking statements contained in this Presentation in light of those risks and disclosures. The forward-looking statements are based on information available to the Company as at the date of this Presentation.
No representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statement by any person (including the Company or any of its advisers). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any forward-looking statements in this Presentation will actually occur. Actual operations, results, performance, production targets or achievement may vary materially from any projections and forward-looking statements and the assumptions on which those statements are based. Except as required by law or regulation (including the ASX Listing Rules), the Company disclaims any obligation or undertaking to update forward-looking statements in this Presentation to reflect any changes in expectations in relation to any forward-looking statement or change in events, circumstances or conditions on which any statement is based.
Effect of Rounding
A number of figures, amounts, percentages, estimates and calculations of value in this Presentation are subject to the effect of rounding.
Past Performance
This Presentation contains a historical financial information. Past performance financial information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of EP&T Global's views on its future financial performance or condition. Investors should note that past performance, including past share price performance, of EP&T Global cannot be relied upon as an indicator of (and provides no guidance as to) future performance of EP&T Global including future share price performance. The historical financial information contained in this Presentation is, or is based on, information that has previously been released to the market. The information in this Presentation has been obtained from or based on sources believed by EP&T Global to be reliable.
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Im ortant Notices and Disclaimer Continued p
Foreign selling restrictions
This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.
New Zealand
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
-
is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
-
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
-
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
-
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
-
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FMSA”)) has been published or is intended to be published in respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(I) of the FMSA. This document is issued on a confidential basis in the United Kingdom to fewer than 150 persons who are existing shareholders of the Company. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons:
-
who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”);
-
who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO; or
-
to whom it may otherwise be lawfully communicated (together “relevant persons”).
The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.
Jersey
The New Shares may only be offered and sold to a limited number of identifiable investors, including existing shareholders of the Company, in Jersey. No offer to subscribe for New Shares will be made to the public in Jersey.
Netherlands
This document has not been, and will not be, registered with or approved by any securities regulator in the Netherlands or elsewhere in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the Netherlands except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the Netherlands is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
Sri Lanka
This document has not been, and will not be, lodged or registered as a prospectus in Sri Lanka with the Registrar-General of Companies. Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, to the public in Sri Lanka. This document will be distributed, and the New Shares offered or sold, only to a limited number of institutional and professional investors and existing shareholders of the Company in a manner that will not constitute an offer of New Shares to the public in Sri Lanka.
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Im ortant Notices and Disclaimer Continued p
Disclaimer
None of the lead manager, EP&T Global or their respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, except to the extent referred to in this Presentation, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.
To the maximum extent permitted by law, the lead manager, EP&T Global and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents (“Relevant Parties”) exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of your participation in an investment in EP&T Global and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Statements made in this Presentation are made only as the date of this Presentation. The information in this Presentation remains subject to change. The distribution of this Presentation (including an electronic copy) outside Australia may be restricted by law.
To the maximum extent permitted by law, the Relevant Parties make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation.
No Relevant Party makes any recommendation as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer. By accepting this Presentation, you expressly disclaim that you are in a fiduciary relationship with any of the Relevant Parties.
You acknowledge and agree that determination and eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements and the discretion of EP&T. You further acknowledge and agree that the Relevant Parties expressly disclaim any duty or liability (including for negligence) in respect of the exercise of that discretion, to the maximum extent permitted by law.
The lead manager may have interests in the securities of EP&T Global, including by providing investment banking services to EP&T Global. Further, the lead manager may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The lead manager may receive fees for acting as a lead manager to the Offer.
Statements made in this Presentation are made only as at the date of this Presentation. None of the Relevant Parties, have any obligation to update statements in this Presentation. The information in this Presentation remains subject to change without notice. EP&T Global reserves the right to withdraw the Offer or vary the timetable for the Offer without notice.
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27
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To be the world’s most trusted building efficiency platform provider.
28
Cor orate Sna shot p p
ASX: EPX
| ASX: EPX | |
|---|---|
| Share price (31 January 2024) | A$0.033 |
| Fully Paid Ordinary Shares | 445,913,710 |
| Options on issue | 22,325,729 |
| Undiluted Market Capitalisation Cash(as at 31 December 2023) |
$14.7 million $0.7 million |
| Enterprise Value | $13.4 million |
Board and key management
| Board and key management | |
|---|---|
| Independent Chairman | Jonathan Sweeney |
| Executive Director & CEO | John Balassis |
| Independent Non-executive Director | Victor Van Bommel |
| Independent Non-executive Director (effective 1 February 2024) |
Paul Oneile |
| Chief Financial Officer | Patrick Harsas |
Share register[1]
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Institutions hold ~43%
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Note 1 – Based on internal analysis conducted October 2023; Investor tracking report
29
Com an Overview p y
Proprietary technology
- combines multiple information sources with cloud-based data analytics to detect realtime energy inefficiencies in buildings enabling operational optimisation to deliver significant energy savings
EDGE building efficiency platform
- a data as a service platform incorporating BMS, metering and IoT energy data from 5.6 billion+ points per annum, across over 7 million[sqm] of net lettable area[ (Jun 23)]
Proven energy savings & sustainability
-
current portfolio average of 21% energy savings , and annual reduction of CO2 emissions
-
multiple EP&T clients have won the world’s most prestigious energy efficiency and sustainability awards for the last 10 years
Global blue chip clients
-
domestic and international client base currently installed in >523 commercial buildings in 25 countries
-
average contract tenure over 4.1 years across total client base and 10 years for top 10%
Macro environment strongly supports EP&T capability
- high electricity costs, carbon emission reduction, sustainability focus with Paris Accord, NABERS, GRESB and ESG
Improving financials and operational discipline achieved
- Achieved Operating Cashflow Breakeven[1] inflection point, evidenced by the September and December 2023 Quarterly results and 89% recurring revenue
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British Land – Exchange House - 62% savings (35,634m2)
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British Land – York House - 36% savings (9,473m2)
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- Monthly operating cashflow breakeven is defined as monthly operating cash inflows (being receipts from operations and other revenue) less monthly operating cash outflows (being ordinary operating costs of the business) but excluding new project deployment costs and other investing and financing cash flows.
30
O erational Hi hli hts – at a lance p g g g
FY23 Highlights
Updated as at Jan 2024
FY23 Statutory Revenue As at 23 Jan 2024 # of building sites globally Annual Contracted Value[3] 523 $10.6m $15.4m Increase of 50% 30 June 2023 FY24 target $16.0-$17.0m % energy savings FY23 Recurring Revenue[2] $11.7m 21% Operating cash flow Increase of 27%. Portfolio average FY23 $0.3m average client relationship FY23 Annual Contracted Value[3] 2 consecutive quarters $14.4m 4.1 years Sept 23 and Dec 23 Increase of 8% 30 June 2023 # of building sites globally Unbilled Contract Value[5] Strong Recurring Revenues $42.9m 551 89% 23 January 2024 FY23 - average unexpired Consistent to FY22 contract term of 3 years
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-
ARR is the contracted recurring revenue component of subscriptions on an annualised basis.
-
ACV is defined as the annualised monthly fees charged under contracts on hand at each period end.
-
Source: 2019 Global Status Report for Buildings and Construction, Global Alliance for Buildings and Construction, International Energy Agency and the United Nations Environment Programme, 2019;31 Frost & Sullivan analysis 2021
-
Unbilled Contract value is the amount yet to be invoiced to customers under long term contracts; Based on Weighted average contract value.
EDGE Intelligence System architecture
EP&T proprietary technology combines multiple information sources with cloud-based data analytics to detect real-time energy inefficiencies in buildings. EP&T collaborates with building managers to improve and optimise building plant operating systems and deliver significant energy savings
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EP&T EDGE application hosted
in Microsoft Azure Data Centre
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EDGE Desktop
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edge is smart building technology that enables :
-
Electricity, Gas, Thermal and Water Analytics
-
BMS Analytics / Automatic Fault Detection & Diagnostics
-
ESG Reporting (GRESB, MSCI, EPRA, GRI, et al.)
-
Internal KPI reporting and NABERS tracking
-
Utility Apportionment for Tenant Billing / Expense Recovery
Customer Site
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- EDGE Mobile • Maintenance and Lifecycle Analytics
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EDGE Intelligent System – Data Analytics
EDGE data analytics collects and analyses Building Management Systems (BMS) and metering data, identifying operational inefficiencies and providing accurate, auditable data to rectify faults and optimise building operations.
Data Collection
Data Analytics
Building Optimisation
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BMS DATA WEATHER MANAGEMENT ALERTS/FAULTS
REPORTING TRIAGE
ENERGY + WATER SUSTAINABILITY HEALTH +
ANALYTICS REPORTING WELLBEING
SENSORS METERS CURATED ACTION ITEMS
OCCUPANCY CONSUMPTION BUILDING INDOOR DEMAND PERFORMANCE ENGINEERING
HISTORY INTELLIGENCE ENVIRONMENT MANAGEMENT REVIEWS EXPERTISE
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33
Case Study: Edge MARS Alert Example – data drives results
EP&T’s 24/7 monitoring of multiple data sources and highly accurate identification of energy inefficiencies enables the detection of many more savings opportunities than our peers
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• Previous energy consumption
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- Corrected energy consumption
Opportunity: Edge algorithms identified the building heating equipment was running 24/7 at higher than expected levels given ambient conditions. The Building Management System (BMS) was incorrectly showing the equipment running as planned from 07:00 to 19:00, however this was due to a BMS software fault.
Action: BMS engineer reset the BMS software and the operation returned to normal of 12hrs/day vs 24hrs/day
Outcomes : Annual savings of more than $54,000 per year financial impact and improved tenant comfort conditions.
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EDGE roduct suite p
The EP&T EDGE product suite provides multiple points of engagement with our customers
| Essential | Commercial | Insight | Insight+ | |
|---|---|---|---|---|
| Target Customer Needs |
• Consumption reporting, net zero and carbon reduction goals |
• Tenant billing and report on net zero and carbon goals |
• Measure net zero, cost and/or carbon reduction goals |
• Specific net zero, cost and/or carbon reduction targets |
| Key Customer Benefit |
• Accurate energy, water, thermal and gas data • API for data export to third- party dashboard tools (Envizi, Measurabl, etc) |
EDGE Essential plus • Accurate, customisable tenant billing across all metered utilities |
EDGE Commercial plus • Actionable data to achieve energy and emissions reductions |
EDGE Insight plus • Financially guaranteed to reduce costs and emissions |
| EP&T’s EDGE | • Provision of accurate data • Helps improve energy efficiency and meet carbon reporting requirements |
• Utility billing engine • Ensures precise allocation of utility costs among tenants |
• Building energy data analytics • Building sustainability services with actionable insights |
• Deep data analytics and property maintenance patterns • Actionable savings opportunities |
| Indicative cost | • $1k/month/site |
• $2k/month/site |
• $3k/month/site |
• $5k/month/site |
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Notes:
- Pricing is indicative and can vary depending on the size (NLA), complexity of the building and geography.
35
Proven and consistent energy savings
Portfolio average reduction in energy consumption by 21%,
-
The current portfolio average energy reductions is 21%
-
~ 85% of sites achieving 10% or more savings
-
~38% of sites achieving 20% of more savings
-
~ 18% of sites achieving 30% or more savings
-
Based on EP&T’s current portfolio of guaranteed savings sites, the average CO2 saved per site is approx. 600 tonnes.
-
Based on EP&T’s total current portfolio of guaranteed savings sites, total CO2 saved equates to the approx. equivalent of:
-
390,000 trees being planted; or
-
25 million car trip kilometers being removed; or
-
16,000 return Sydney/London flight trips being saved.
-
EP&T has delivered material improvement in numerous clients NABERS ratings from when EP&T contract commenced:
-
Ratings increases of up to 2.5 stars
-
Average portfolio increase of 0.8 stars
Annualised energy savings by site – current portfolio[1,2,3]
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Portfolio Average [1,3 ] 21%
0% 10% 20% 30% 40% 50% 60%
PERCENTAGE SAVINGS
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Notes:
-
Savings are average annual energy bill savings over the contract term versus the baseline 12 months energy usage
-
The baseline is typically 12 months prior to project commencement of the contract
-
Savings based on currently saved above baseline target, as at 30 June 2023. The final savings may be above or below the current actual saving
36
– Case study : Commercial Large UK REIT
Achieving energy reduction and cumulative savings
30% Energy Reduction Cumulative Savings £455,000
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Building Type: Commercial
One of the largest UK focused REITs with a portfolio of commercial properties comprising over 500,000 sqm.
910t Reduced CO2 Emissions
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This building is a refurbished modern office asset of over 15,000 sqm and built around a spacious courtyard, in London.
The site adopted EDGE technology to aid the REIT to hit their target reduction in carbon intensity of 36% by 2022 and 55% by 2027.
A focus on energy efficiency using EDGE technology has allowed this asset to achieve energy savings of 30%.
37
- Case study: Hospitality Major hotel
Achieving energy reduction and cumulative savings
25% Energy Reduction Cumulative Savings $982,000
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Building Type: Hotel
This landmark Australian hotel comprises multiple dining options, cocktail bar, rooftop pool, lounge and bar.
3,940 t Reduced CO2 Emissions
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EP&T were engaged with the objective of establishing an independent, ‘single source of truth’ from which the management team would deliver energy efficiency and cost reductions, which have included:
• Minimising AC loads during low demand periods and applying correct schedules for AC equipment to match conditioning requirements.
• Optimising lighting loads by providing lighting only when required. Focus was also concentrated on areas such as the hotel corridors and car park, and ensuring lighting controls were optimised in back of house.
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38
Customer base spanning over 25 countries in 5 continents
Site numbers continue to grow, monitoring over 7million[sqm ] of net lettable area[1] and over 1billion kWh annually[1]
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Contracted Building #s
Building numbers as at 30 June
600
500 523
471
400
387
300
259
244
200
100
0
FY19 FY20 FY21 FY22 FY23
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Notes:
1) As at 30 June 2023 for sites installed
39
Global Clients obtaining leading sustainability awards
Multiple EP&T clients have won the world’s most prestigious energy efficiency and sustainability awards for the last 10 years.
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| 2023 | SUSTAINABILITY YEARBOOK S&P Global CSA(formerly DJSI) CapitaLand, Stockland SUSTAINABILITY AWARD ClubsNSW Clubs & Community Awards 2023Hornsby RSL |
||
|---|---|---|---|
| 2022 | GRESB SECTOR LEADERS Top quintileBritish Land, Growthpoint B RATING CDP Climate PerformanceBritish Land, Growthpoint sBPR GOLDEPRA Sustainability Reporting Awards British Land, M&G AAA RATING MSCI ESG RatingBritish Land, Stockland 6 STARS Achieved maximum 6 Star NABERS RatingMultiple customers |
||
| 2021 | DOW JONES SUSTAINABILITY World Index for Real EstateCapitaLand, Stockland GRESB SECTOR LEADERS Top quintileBritish Land, Growthpoint sBPR GOLDEPRA Sustainability Reporting Awards British Land, Cofinimmo, Derwent London B RATING CDP Climate PerformanceGrowthpoint 6 STARS Achieved maximum 6 Star NABERS RatingMultiple customers |
||
| 2020 | DOW JONES SUSTAINABILITY World Index for Real EstateCapitaLand, Stockland GRESB SECTOR LEADER Listed RetailScentre Group sBPR GOLDEPRA Sustainability Reporting Awards British Land, Cofinimmo, Derwent London, Intu B RATING CDP Climate PerformanceGrowthpoint 6 STARS Achieved maximum 6 Star NABERS RatingMultiple customers |
||
| 2019 | DOW JONES SUSTAINABILITY No. 1 in Corporate SustainabilityStockland GRESB SECTOR LEADERS Listed Diversified Office/RetailStockland GRESB EUROPEAN LEADER Listed RetailUnibail-Rodamco-Westfield sBPR GOLDEPRA Sustainability Reporting Awards British Land, Cofinimmo, Derwent London, Intu 6 STARS Achieved maximum 6 Star NABERS RatingMultiple customers |
||
| 2018 | DOW JONES SUSTAINABILITY No. 1 in Corporate SustainabilityStockland GRESB SECTOR LEADERS Listed Diversified Office/RetailStockland sBPR GOLDEPRA Sustainability Reporting Awards British Land, Cofinimmo, Derwent London, Intu 6 STARS Achieved maximum 6 Star NABERS RatingMultiple customers |
||
| 2017 | WINNERCIBSE Test of Time AwardBritish Land sBPR GOLDEPRA Sustainability Reporting Awards British Land, Cofinimmo, Derwent London, Intu GRESB SECTOR LEADER Listed Diversifed Retail/OfceStockland 6 STARS Achieved maximum 6 Star NABERS RatingMultiple customers |
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40
Long-term customer relationships
EP&T’s consistent energy savings and improved building sustainability ratings performance has led to long-term customer relationships
ONGOING SITE RELATIONSHIP LENGTH[1] (YEARS)
-
Average client relationship of 4.1 years
-
Average client relationship of the top 10% of installed sites is >10+ years
-
Long-term relationships lead to improving Lifetime Value (LTV) of clients
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Top 10% of client
average >10 years [2]
Portfolio Average [1]
4.1 years
- 1.5 3.0 4.5 6.0 7.5 9.0 10.5 12.0 13.5 15.0 16.5
YEARS
INDIVIDUAL SITES
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Notes:
1) As at 30 June 2023, the average being the simple average based on initial contract date with EP&T for sites installed41 2) Top 10% based on initial contract date with EP&T and based on current installed sites ARR
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Operating Metrics
42
Positive operating cash flow achieved in Q1 & Q2 FY24
EPX attains a strategic milestone of operating cash flow breakeven in the September 2023 quarter and in December 2023 quarter
- Significant improvement in cashflow –
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$5,000
100%
− with a 100% increase in Operating Cash increase
Receipts from $2.01m (Q1 FY23) to $4,000 from Sept 22
$4.0m (Q2 FY24)
− $3,000
and 100%+ in net Operating Cash Flow.
from -$1.51m (Q1 FY23) to +$0.32m
(Q2 FY24) $2,000 $3,875 $4,036
$3,312
−
Total net operating cash flows for the
quarter was +$0.3m, a significant $1,000 $1,610 $1,992 $2,011
improvement from June 23 (negative
$318 $317
$0.7m) and September 2022 (negative $-
$1.5m). $(746)
$(1,606) $(1,451) $(1,509)
Turnaround is a combination of: $(1,000)
− Improved installations process leading 100%+ turnaround
to converting ACV into revenue more $(2,000) from Sept 22
rapidly; and
Operating Cash receipts Operating cash flow
−
Active cost and working capital
management.
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- Turnaround is a combination of:
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43
ACV – Projected ACV[3,4] between $16m-$17m at 30 June 2024
- At 23 January 2024 ACV was $15.4m, up from 30 September ACV of $14.5m.
ACV Profile ($m)
-
FY24 ACV projected[3,4,5 ] between $16.0m to $17.0m based on qualified identified Near Term opportunities[4] and projected Identified pipeline[4] opportunities projected, based on existing and new customer opportunities.
-
If projected ACV is delivered it would equate to a CAGR of 22% since EP&T changed its commercial model to a recurring revenue model.
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18.0 $17.0m
Identified pipeline [3,4] 1.0
16.0
0.6
Near Term opportunities [3,4]
14.0
PROJECTED CAGR 22%
12.0
10.0
8.0 15.4
YTD
14.4
13.3
6.0
10.9
4.0
7.6
6.2
2.0
- -
FY19 FY20 FY21 FY22 FY23 FY24
(Projected)
A$m
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- ACV is defined as the annualised monthly fees charged under contracts on hand at each period end.
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-
ACV Year to Date (YTD) is as at 23 January 2024;
-
Allowance has been made for an assumed 2.5% annual ACV churn which is consistent to historical performance, plus an estimated conversion from the Company sales pipeline of $0.6m – $1.6m in ACV prior to 30 June 2024. 44
-
Near term opportunities of $0.6m are defined as Sales opportunities which have not yet been signed but are in a progressed state of negotiation with customers, Should Near Term prospective ACV opportunities not be delivered, the ACV target range may not be met without further opportunities being delivered by 30 June 2024. Identified pipeline opportunities with projected ACV of $1.0m is based on identified customer opportunities which are in negotiation but are not yet sufficiently progressed and may not occur.
-
Prospective financial information is predictive in character, may be affected by inaccurate assumptions or by known or unknown risks and uncertainties and may differ materially from results ultimately achieved.
ARR[1] – Projected[3] ARR of $13.5m at 30 June 2024
-
FY23 ARR[1] of $11.7m installed as at 30 June 2023, a 27% increase from 30 June 2022.
-
ARR was $12.2m at 30 September 2023.
-
The business is currently projecting a further $1.3m in ARR conversion[3,4] by 30 June 2024. Once installed this will bring total ARR to $13.5m.
-
Projected ARR of $1.3m[3,4] is based on:
-
Contracted ACV backlog, the majority of the projected ARR, being ACV currently being installed or planned to be installed prior to 30 June 2024; and
-
Projected New ACV[2] to be won and installed prior to 30 June 2024.
Projected[2,3,4 ] ARR
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14.0
$13.5m
1.3
12.0
10.0 PROJECTED CAGR 28%
8.0
12.2
6.0 YTD [2]
11.7
(Sept)
9.2
4.0
5.1 5.3
2.0
- -
Jun 20 Jun 21 Jun 22 Jun 23 June 24
(Projected)
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- ARR is the contracted recurring revenue component of subscriptions on an annualised basis.
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-
ARR Year to Date (YTD) is as at 30 September 2023.
-
Allowance has been made for an assumed 2.5% annual ARR churn which is consistent to historical performance, plus an estimated conversion of ACV backlog, being ACV contracted but not yet installed, plus new ACV45 yet to be won and installed. The breakdown of the projected additional $1.3m in ARR is based on approx. $0.9m in contracted ACV backlog being installed prior to 30 June 2024 and approx. $0.4m in ACV yet to be won to be successfully closed and installed. Contracted backlog ACV may fail to be installed due to delays outside the control of the Company, such as gaining site access, the relevant property being sold prior to installation commencing, restrictions placed on the installation due to tenant or other requirements. In some of these circumstances where installation cannot proceed, the Company is entitled to cost recovery and /or revenue recovery.
Significant improvement in ARR metrics during FY23
ARR growth and ARR/FTE
• ARR per FTE
-
Improved from FY22 of approx. $120k/fte per annum to FY23 of approx. $174k/fte per annum, an increase of 45%
-
Over 100% improvement since IPO
• ACV to ARR conversion
- Improved from 31% (i.e., 31% of ACV in backlog) down to 19%, which represent an over 30% improvement from FY22
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$14.0 IPO May 2021 ∼ 100% $200,000
improvement $180,000
$12.0
$160,000
$10.0 $140,000
$120,000
$8.0
$100,000
$6.0
$80,000
$4.0 $60,000
$40,000
$2.0
$20,000
$- $-
FY19 FY20 FY21 FY22 FY23
ARR $m ARR/FTE $
ARR $m
ARR/FTE $
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- Over 60% improvement since IPO
Percentage of ACV in backlog
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60% IPO May 2021
50%
∼ 60%
improvement
40%
30%
51%
20%
33% 31%
10% 19%
16%
0%
FY19 FY20 FY21 FY22 FY23
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46
FY23 statutor revenue u 50% y p
Statutory revenue changed from predominantly capital in nature to now being 89% recurring
-
FY19-20 transitioned from capex model to recurring subscription revenue model
-
FY23 total statutory revenue of $10.6m, an increase of 50% from FY22:
-
Recurring revenue of $9.4m an increase of 49% from FY22
-
Project and other revenue of $1.2m an increase of 50% from FY22
-
Recurring revenue 89% of total revenue:
-
Significant improvements made since FY19 when it was 45% of total revenue
-
Recurring revenue CAGR of 32% since IPO
-
Projects & Capital revenue increased by 33% from FY22 due to:
-
Capital project revenue was consistent to FY22
-
Launch of EDGECertifi during FY23 saw revenue increase from $0.2m to $0.4m, growth of over 50%.
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IPO May 2021
50%
growth
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47
Underlying EBITDA loss reduced by 24%
This has been a turnaround journey from a capital revenue to a recurring revenue business
-
Underlying EBITDA loss improvement by 24%
-
FY23 underlying EBITDA of ($4.9M) compared to FY22 of ($6.5m)
-
$1.3m in one-off costs impacting the EBITDA result as the business focused on restructuring the management structure and implementing cost control
-
Operating cost efficiency savings of $1.3m per annum were implemented during financial year 2023, which will benefit the forward operating cost base of the business.
Statutory underlying EBITDA profilew FY19 to FY23
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$-
June_19(A) June_20(A) June_21(A) June_22(A) Jun_23(A)
$(1.0)
$(2.0)
$(3.0)
$(4.0)
$(5.0)
$(6.0)
EBITDA loss
reduced by
24%
$(7.0) IPO May 2021
A$m
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48
Growth Drivers
| • | AU, UK and Europe – moving to active energy management requiring accurate date to assist | |||
|---|---|---|---|---|
| with predictive opportunities which lower costs and ESG reporting | ||||
| Growth markets | • | Middle East and Asia – principally energy cost reduction focus requiring accurate insights and | ||
| consistent monitoring | ||||
| • | Existing Portfolio focus supported by Customer Success and Customer Delivery teams | |||
| • | EDGE, proven cloud-based technology platform: | |||
| Platform automation | −Delivers consistently accurate energy behaviour and insights; | |||
| and scalability | −Expanding into solar, water and thermal/gas energy insights | |||
| −Platform suitable for all markets | ||||
| • | New EDGE product suite allows multiple entry points to customers | |||
| Product innovation | • | EDGE Certifi launched and early engagement is positive | ||
| • | Data recovery capability unique to EP&T and an important element of accuracy | |||
| • | Machine learning and data algorithms improving | |||
| Organic growth strategy |
• • • |
Up-sell / cross-sell in our regions to existing customer base Expand product suite to partner customers on their net zero journey Regional opportunities support the product suite and EP&T's core capabilities |
||
| Acquisition | • | Bolt on opportunities emerging | ||
| opportunities | • | Enhance customer experience and/or product offering |
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49
Summary
– Proven energy saving technology proprietary technology operating in multiple sectors of commercial real estate continuing to deliver portfolio average of 21% pa energy savings.
Continued growth in domestic & international markets – EP&T’s clients include leading bluechip companies and global real estate brands, currently contracted with 551 sites in over 25 countries in 5 continents.
Market tailwinds support EP&T’s core strength – proven energy savings based operational data analytics – EP&T takes a holistic view of the full building equipment ecosystem to give deeper insights and verifiable data to driver operational improvements and efficiency
Sales and marketing initiatives – strong pipeline as a result of improved sales and growing market awareness of the EP&T proven results and ROI to the client
Annual Operating performance metrics considerably improved
FY23 ARR growth of 27% to $11.7m (30 September 2023: $12.2m).
-
FY23 Statutory revenue growth 50% to $10.6m
-
FY23 Underlying EBITDA loss reduced by ~ 24 % to ($4.9m)
-
Operating cashflow break even[1] achieved in first two quarters of FY24.
-
Strong recurring revenues – 89% recurring – average remaining tenure of >3 years
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- Operating cashflow is defined as monthly operating cash inflows (being receipts from operations and other revenue) less monthly operating cash outflows (being ordinary operating costs of the business including employment costs, direct cost of goods sold, occupancy, marketing, corporate and other operating costs) but excluding new project deployment costs and other investing and financing cash flows.
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Capital Raising Details
51
Transaction Summar y
Offer structure and size
-
A ~A$2.30m Capital Raising comprising a Placement and Entitlement Offer (“ Offer ”):
-
A$0.8 million Institutional Placement (“ Placement ”)
A$1.5 million 1 for 5.95 accelerated non-renounceable entitlement offer
The Placement and Entitlement Offer will be offered at $0.02 per New Share (“ Offer Price ”)
Offer price
39.4% discount to last close of $0.033 on 31 January 2024
- 34.1% discount to TERP of ~$0.030[1]
Institutional investors
-
The Placement and Institutional Entitlement Offer will be conducted on 1st – 2nd February 2024
- entitlements not taken up and entitlements of ineligible institutional shareholders will be sold in the institutional shortfall bookbuild[2]
-
The Company has received non-binding commitments of approximately $1.77 million under the Offer as follows:
Commitments
-
i. under the placement and the institutional component of the accelerated non-renounceable entitlement offer non-binding commitments in excess of the A$1.58 million being offered; and
-
ii. the retail component of the Entitlement Offer of A$0.72 million is partially underwritten by shareholders which are controlled by directors John Balassis and Victor van Bommel for up to A$0.17 million.
Retail Entitlement Offer to existing eligible retail shareholders
Retail Entitlement Offer
The Retail Entitlement Offer will open from 8 February 2024 and close 19 February 2024
Under the Retail Entitlement Offer, Eligible Retail Shareholders that take up their full Entitlement may also apply for additional New Shares in excess of their Entitlement. Retail shareholders should review the retail offer booklet which will be announced on 8 February 2024
Lead Manager
Bell Potter Securities Pty Ltd
Ranking
New Shares will rank equally with existing ordinary shares from their time of issue
Record Date
5pm (Sydney time)on 5 February 2024
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- The Theoretical Ex-Rights Price (TERP) is the theoretical calculation of what EP&T’s share price may be immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which shares trade immediately after the ex-date for the Entitlement Offer will depend on many 52 factors and may not equate to TERP. The TERP includes New Shares to be issued under the Placement. 2. The institutional shortfall bookbuild will be conducted as to volume not to price.
Transaction Timetable
| Key events | Indicative dates |
|---|---|
| Trading halt and announcement of Transaction and equity Capital Raising Release entitlement offer cleansing notice and Appendix 3B (before 12.00pm) |
Thursday, 1 February 2024 |
| Placement bookbuild1 and Institutional Entitlement Offer opens | Thursday, 1 February 2024 |
| Placement and Institutional Entitlement Offer closes (12:00pm Sydney time) | Friday, 2 February 2024 |
| Announce results of Institutional Offer (before 10.00am). Trading halt lifted | Monday, 5 February 2024 |
| Record Date for Entitlement Offer (5pm Sydney time) | Monday, 5 February 2024 |
| Retail Entitlement Offer opens | Thursday, 8 February 2024 |
| Retail Offer booklet dispatched | Thursday, 8 February 2024 |
| Settlement of Placement and Institutional Offer | Friday, 9 February 2024 |
| Issue of New Shares under the Placement, Institutional Entitlement Offer and Institutional Entitlement Offer shortfall |
Monday, 12 February 2024 |
| Retail Entitlement Offer closes 5.00pm (Sydney time) | Monday, 19 February 2024 |
| Announce results of the Retail Entitlement Offer | Thursday, 22 February 2024 |
| Settlement of Retail Entitlement Offer | Friday, 23 February 2024 |
| Issue of New Shares Under the Retail Entitlement Offer and Retail Entitlement Offer shortfall | Monday, 26 February 2024 |
| Quotation of New Shares under the Retail Entitlement Offer | Tuesday, 27 February 2024 |
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53
Note: The dates referred to above are indicative and may change. Unless indicated otherwise, all dates are Sydney, Australia time. 1. The bookbuild will be conducted as to volume not to price.
Use of Funds
| Category | Amount (A$m)1 |
|---|---|
| New project installation costs | 1.25 |
| Investment in sales, marketing and product development | 0.87 |
| Other working capital | 0.18 |
| TOTAL | 2.30 |
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- Indicative only, may not add due to rounding
54
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Key Risks
55
Summar Of Ke Risks y y
Failure to achieveFY24 market guidance
EP&T has provided FY24 ACV guidance of between $16.0 million - $17.0 million comprising Near Term and Identified Pipeline opportunities. Near Term opportunities of $1.5m are defined as Sales opportunities which have not yet been signed but are in a progressed state of negotiation with customers, with two near term opportunities representing in total approx. $1.0m of the $1.5m in Near Term opportunities. Should either of these Near Term opportunities not be delivered, the ACV target range may not be met without further opportunities being delivered by 30 June 2024. Identified Pipeline opportunities with projected ACV of $1.0m is based on identified customer opportunities which are in negotiation but are not yet sufficiently progressed and may not occur. A delay in the signing of a material contract, or a failure to execute the contract could result in EP&T not achieving this target guidance in the financial year ending 30 June 2024.
Any delay in the installation of contracted ACV could result in the FY24 ARR guidance of $13.5 million not being achieved by 30 June 2024.
Failure to retain existing clients and attract new business
Failure to meet minimum guaranteed savings levels
Whilst EP&T is an established player in the building energy management system industry, it remains in the early stages of its recurring revenue-based growth strategy, and its ability to scale its business is heavily reliant on new client growth. EP&T’s business also depends on the Company’s ability to retain existing clients and attract further additional business from existing clients. There is a risk EP&T’s existing clients reduce their usage of the Company’s building energy management solution (for example the number of sites, services or modules used) or terminate their relationship with the Company. This would result in a reduction in the level of payments made from clients resulting in a decrease in the Company’s revenue.
EP&T has guaranteed a pre-determined value of energy savings following installation of monitoring equipment and the commencement of monitoring and reporting services to certain clients in accordance with their specific agreements. Under the various guarantees, EP&T is obligated to pay the relevant client in cash for any shortfall between actual savings achieved and the guaranteed energy savings amount. The savings are stipulated in the applicable contracts and are based on modelled savings determined by EP&T in accordance with an approval process which involves a rigorous review and assessment being undertaken by the technical services department of data points against comparable buildings. There is a risk that the approval process to determine the appropriate guarantee is ineffective or that the guarantees are called upon. Whilst the guarantees are unsecured, maintaining the strength of EP&T’s reputation is important to retaining and growing its client base and if EP&T fails to generate minimum guaranteed savings for clients this may adversely impact its reputation. In addition, failure to generate guaranteed savings for clients will result in EP&T incurring a liability to repay the shortfall which may adversely impact EP&T’s future financial performance.
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Summar Of Ke Risks y y
Disruption or failure of technology systems and software
Both the Group and its clients are dependent on the performance, reliability and availability of the Group’s technology platforms, data centres and global communications systems (including servers, the internet and the cloud environment in which the Group provides its products). There is a risk that these systems may fail to perform as expected or be adversely affected by factors outside the control of the Group including, service outages or data corruption that could occur as a result of computer viruses, “bugs” or “worms”, malware, internal or external misuse by websites, cyber-attacks or other disruptions including natural disasters, power outages or other similar events. These events may be caused by factors outside of the Group’s control, and may lead to prolonged disruption to its platform, or operational or business delays and damage to the Group’s reputation. This could potentially lead to a loss of clients, legal claims by clients, and an inability to attract new clients, any of which could have a material adverse impact on the Group’s business, operations and financial performance.
Failure to successfully implement its business strategy
EP&T is in the early stages of implementing a new growth strategy. There is a risk that EP&T’s business strategy or any of its growth initiatives will not be successfully implemented, deliver the expected returns or ultimately be profitable. For example, EP&T’s growth depends in part, on the increasing adoption of building energy management solutions and it may be difficult for EP&T to persuade potential new clients of the benefits of using a software based building energy management solution and to adopt EP&T’s integrated modular solutions. Promoting awareness of EP&T’s brand is therefore critical to the Company’s success, however there is a risk that investment in sales and marketing may not realise benefits for several years or may not realise benefits at all. Failure to successfully execute its business strategy will negatively impact EP&T’s ability to attract new clients.
Increased competitive pressures
EP&T’s competitors include global building management system companies who have greater financial and operational resources, as well as in-house building management teams who develop internal energy management solutions. This is coupled with the current evolution of the broader building energy management solution market, which has seen a number of new entrants over recent years. In this competitive landscape, there is a risk that EP&T may:
-
fail to implement changes to satisfy the changing expectations of the Company’s clients, relative to and with the same efficiencies as its competitors.
-
be slower to anticipate and adapt to technological changes and updates, which may result in a prolonged period of product obsolescence; and
-
face the risk that in-house building management teams developed internal solutions may become preferred to outsourced building energy management system solutions.
-
If any of these risks arise, the Group’s ability to effectively compete and increase its market share will be adversely effected which could result in the reduction of the Group’s market share and revenue, having a material adverse impact on the Group’s revenue and profitability.
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57
Summar Of Ke Risks y y
| Failure to recover receivables from clients |
The Group is exposed to credit risk from clients. Under the deferred payment arrangement plans and the current data-as-a service model an investment is made by EPX which is then recovered from the customer of the contract term. The extended nature of these payments increases the Group’s risk of exposure to clients who may encounter financial difficulties. The Group’s ability to recover deferred payments, receivables and the cost of installations from clients who encounter financial difficulties may be impacted and this may lead to impairment charges being recognised in the Group’s financial statements and reduced cash collections in the future |
|
|---|---|---|
| Macroeconomic risks | The Group is exposed to changes in general economic conditions in the United Kingdom, Dubai, Hong Kong, Australia and globally. Adverse changes in inflation rates, interest rates, exchange rates, employment rates, government policies (including fiscal, monetary and regulatory policies), other structural changes and other factors driving global macroeconomic conditions are outside the control of the Group, the Directors and the Group management, and are not reliably predictable. Any of these factors may have an adverse impact on the Group’s business and financial performance. There is a risk that external factors impacting the Group’s industry may cause the Group’s clients and potential clients to reduce, delay or cancel expenditure on the Group’s products and services. Any reduction, delay or cancellation may have a material adverse effect on the Group’s financial performance. |
|
| Competitive market and changes to market trends |
In the competitive landscape that the Group operates in, there is a risk that the Group may: • fail to implement changes to satisfy the changing expectations of its clients, relative to and with the same efficiencies as its competitors; • be slower to anticipate and adapt to technological changes and updates, which may result in a prolonged period of product obsolescence; and/or • face the risk that in-house building management teams developed internal solutions may become preferred to outsourced building energy management sysem solutions. If any of these risks arise, the Group’s ability to effectively compete and increase its market share will be adversely effected which could result in the reduction of the Group’s market share and revenue, having a material adverse impact on the Group’s revenue and profitability. |
|
| Risk of workplace injury | The Group has a zero-risk tolerance for serious safety incidents. During the financial year, the Group continued to improve its WHS practices by using the existing safety culture across the business to continue to develop and train its workforce on WHS matters. In July 2023 the Australian EP&T entity has successfully obtained the first time certification under ISO 45001:2018 (Occupational Health & Safety systems). |
|
| Compliance with laws and regulations |
The Group’s business is subject to laws and regulations that may evolve and be subject to uncertain interpretation. In addition, new laws and regulations may be implemented in the future that could impact the Group’s business. While the Group has developed internal processes around compliance with legal and regulatory requirements, these processes may not ensure compliance with all relevant laws and regulations across all the jurisdictions in which the Group operates. |
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58
Summar Of Ke Risks y y
| Cybersecurity and Information technology ('IT') infrastructure |
The use of information technology is critical to the Group’s ability to deliver its products and services to clients and the growth of its business. Through the ordinary course of business, the Group collects confidential information about its clients. Cyber-attacks may compromise or breach the technology platform used by EP&T to protect confidential information which may have an adverse effect on the Group‘s reputation and consequently its financial performance. There is a risk that the measures the Group takes to prevent technology breaches may prove to be inadequate which may result in cyber-attacks, unauthorised access to data, financial theft and disruption to business-as-usual services. The Group is in the process of conducting a review of its cybersecurity resilience and is in the process of working with an external consultant to implement its improved cybersecurity and IT infrastructure plan. |
|---|---|
| Inability to attract or retentain key personnel |
The Group’s success is dependent upon the ongoing retention of key personnel across its departments. There is a risk that the Group may not be able to retain key personnel or be able to find effective replacements for key personnel without causing disruption to the Company’s operations. The loss of such personnel, or any delay in their replacement, could have a material adverse impact on management’s ability to operate the business and execute the Group’s growth strategies and prospects, including through the development and commercialisation of new solutions or modules. Any prolonged periods of disruption would adversely impact the Group’s operations and financial performance, and result in the potential loss of key client relationships and business process knowledge. |
| Delays in the installation of equipment |
Delays in the installation of new projects can lead to higher costs to complete the work and to a deferral of the resulting revenue growth. Higher costs to complete a project and a deferral of revenue growth will have a negative impact on cash and cash flow. |
| EP&T may be exposed to other risks |
• Pricing risk; • Product liabilities; • Operations in foreign jurisdictions or unfamiliar markets; • Failure to adequately maintain and develop the building energy management solution; • Failure to realise benefits from research and development; • Sales cycles and implementation times can be complex, lengthy, and require significant resources; • Failure to protect EP&T’s intellectual property rights; • Breach of third party intellectual property rights; • Inability to attract or retain key personnel; • Compliance with laws and regulations; • Litigation, claims, disputes; • Foreign exchange fluctuations; • Ability to access capital markets or refinance debt on attractive terms. |
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59
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Smarter Buildings Happier People Healthier World
The world’s most trusted building efficiency platform provider
www.eptglobal.com [email protected] Sydney – Australia Dubai – Middle East & Africa T: +61 2 8422 6000 T: +971 4 874 7547 London – UK & Europe Hong Kong – Asia T: +44 207 831 7511 T: +852 2831 0999
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1 February 2024
Company Announcements Office Australian Securities Exchange 20 Bridge Street Sydney NSW 2000
EP&T Global Limited (ASX Code: EPX)
CLEANSING NOTICE
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 5.95 ordinary shares in EP&T held by eligible shareholders as at 5.00pm (Sydney time) on the Record Date as at 5:00pm on Friday, 5 February 2024.
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:
-
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;
-
as at the date of this notice, EP&T has complied with:
-
(a) the provisions of Chapter 2M of the Corporations Act as they apply to EP&T; and
-
(b) section 674 and section 674A of the Corporations Act;
-
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
-
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:
-
(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
-
(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.
62
EP&T Global Limited ACN – 645 144 314 Suite 11.02, 213 Miller Street, North Sydney NSW
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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 | % of total | Number of | % of total |
|---|---|---|---|---|
| ordinary EPX | ordinary EPX | ordinary EPX | ordinary EPX | |
| shares held (pre- | shares on | shares held (post- | shares on issue | |
| Entitlement | issue (pre- | Entitlement | (post- | |
| Offer) | Entitlement | **Offer)1 ** | Entitlement | |
| Offer) | **Offer)1 ** | |||
| Magnetar Capital Limited (Keith Gunaratne’s investment vehicle) |
114,768,921 | 25.74% | 114,768,921 | 21.47% |
| Perennial Value Management Limited |
61,259,646 | 13.74% | 78,322,584 | 14.65% |
| Ingot Capital Investments |
62,343,483 | 13.98% | 87,343,483 | 16.34% |
| TIGA Trading Ptd Ltd |
44,974,783 | 10.09% | 64,974,783 | 12.16% |
| Other shareholders |
162,666,877 | 36.48% | 189,117,249 | 35.38% |
| Shares on issue |
445,913,710 | 100.00% | 534,527,020 | 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
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Patrick Harsas
Company Secretary & CFO
63
EP&T Global Limited ACN – 645 144 314 Suite 11.02, 213 Miller Street, North Sydney NSW
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ASX Announcement - EP&T Global Limited (ASX:EPX)
EP&T ANNOUNCES SUCCESSFUL COMPLETION OF PLACEMENT AND INSTITUTIONAL ENTITLEMENT OFFER
5 February 2024
-
Successful completion of $2.1 million Placement and Institutional Entitlement Offer at $0.02 per New Share.
-
Placement raised $1.4 million, increased from $0.8 million due to demand from new and existing high quality Australian institutional investors and a further $0.7 million raised through the Institutional Entitlement Offer.
-
Retail Entitlement Offer to raise approximately $0.8 million opens on Thursday, 8 February 2024 and closes at 5:00pm (Sydney time) on 19 February 2024.
-
Retail Entitlement Offer is partially underwritten by shareholders which are controlled by directors John Balassis and Victor van Bommel. Incoming director, Paul Oneile, has agreed to subscribe for an additional $0.1 million as part of a Conditional Placement to be subject to a shareholder vote at a Shareholders meeting at a date yet to be decided.
-
Proceeds of the Placement and Entitlement Offer will be used to fund installation of
-
recently announced new contracts, further growth initiatives, general working capital and costs of the offer.
Building energy optimisation company EP&T Global Limited (ASX: EPX) (EP&T or the Company) is pleased to announce completion of the institutional component of a capital raising announced on Thursday, 1 February 2024 comprising a placement to sophisticated and professional investors and a 1-for-5.95 pro rata accelerated non-renounceable entitlement offer (together the Capital Raising).
As announced on 1 February 2024, the Capital Raising is being undertaken at an offer price of A$0.02 per new ordinary share ( Share ) ( Offer Price ) and was targeting to raise approximately A$2.3 million. We are pleased to announce, EPX increased the Capital Raising to approximately A$2.9 million by increasing the placement size to $1.4 million. Of this total amount, $0.1 million is allocated to incoming director Paul Oneile and is conditional on shareholder approval at a Shareholders’ meeting which will be held at a date yet to be determined.
The placement (including the conditional placement) and the institutional component of the entitlement offer raises a total of $2.1 million through the issue of approximately 106.9 million new Shares. The available institutional component of the entitlement offer was approximately $0.7 million and approximately $0.5 million was subscribed for, being 68% of the entitlement. The institutional shortfall was taken up by a new institutional shareholder.
New Shares to be issued under the institutional component of the entitlement offer and the nonconditional placement will rank equally with existing EP&T shares and are expected to be issued on Tuesday, 12 February 2024. Trading will commence on the following day on the Australian Securities Exchange (ASX).
Funds will be used toward revenue growth. This includes installation of revenue generating near term opportunities as well as implementing the sales growth strategy. A small portion of the funds will provide working capital support.
EP&T Global Limited ACN – 645 144 314 Suite 110.2, 213 Miller Street, North Sydney NSW 2060
64
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CEO, John Balassis, said “EP&T has a strong pipeline of opportunities leading us to announce an FY24 Annualised Contract Value target of between $16.0 million and $17.0 million. In addition, changes to the business over the last 12 months has positioned the business to focus on growth, as it is now at operating cash flow break-even. The funds from the Capital Raising will be deployed to fund growth and drive revenue. It is extremely pleasing that a high proportion of our institutional shareholders have shown their ongoing support for the Company by participating in the Capital Raising, and we thank them for their ongoing support”.
Commencement of the Retail Entitlement Offer
The retail component of the entitlement offer seeks to raise a further A$0.8 million through a 1-for-5.95 offer of approximately 35.0 million Shares at the Offer Price (Retail Entitlement Offer).
The Retail Entitlement Offer is partially underwritten by shareholders which are controlled by directors John Balassis and Victor van Bommel.
The Retail Entitlement Offer is open to eligible retail shareholders with a registered address in Australia, New Zealand, Netherlands, Jersey or Sri Lanka (or other jurisdictions agreed by the Company) as at 5.00pm Sydney time on Monday, 5 February 2024 (Record Date) (or eligible institutional and sophisticated shareholders not included in the Institutional Entitlement Offer) will be entitled to participate in the Retail Entitlement Offer, subject to the terms and conditions set out in the retail offer booklet proposed to be dispatched to eligible retail shareholders on or around Thursday, 8 February 2024 (Retail Offer Booklet).
EP&T will notify retail shareholders who are on the share register on the Record Date as to whether they are eligible to participate in the Retail Entitlement Offer. Retail shareholders who are eligible to participate will receive a Retail Offer Booklet, including a personalised entitlement and acceptance form, which will provide further details of how to participate in the Entitlement Offer.
Eligible retail shareholders can choose to take up their entitlement in full, in part or not at all. Those eligible retail shareholders who subscribe for their entitlement in full, may also apply for additional Shares in excess of their entitlement (Additional Shares). Additional Shares will only be available where there is a shortfall between applications received from eligible retail shareholders and the number of Shares available to be issued under the Retail Entitlement Offer, and applications for Additional Shares may be subject to scale-back, at the Company’s discretion.
Certain institutional and sophisticated investors may be invited by the Company to participate in any shortfall remaining after Additional Shares are allocated to eligible retail shareholders. Any remaining shortfall from the Retail Entitlement Offer up to A$0.17 million in aggregate (Underwritten Amount) is underwritten by Directors John Balassis and Victor van Bommel (or their related entities) (Underwriters). The allocation of Additional Shares and any remaining shortfall Shares will be in the Board’s absolute discretion, with the Underwriters committed to subscribe for the residual shortfall up to the Underwritten Amount.
The Use of Funds
The funds raised under the Offer will be applied toward revenue growth, including installation of revenue generating near term opportunities as well as implementing the sales growth strategy. A small portion of the funds will provide working capital support.
Indicative Timetable
New Shares issued under the Placement and the Institutional Entitlement Offer will rank equally with existing EP&T shares from their date of issue, and are expected to settle on Friday, 9 February 2024 and to be issued and commence trading the following business day, Monday, 12 February 2024.
EP&T Global Limited ACN – 645 144 314 Suite 110.2, 213 Miller Street, North Sydney NSW 2060
65
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The proposed Offer timetable is as follows:
| Date(AEDT) | Event |
|---|---|
| 1 & 2 February 2024 | Placement and Institutional Entitlement Offer conducted |
| 5 February 2024 | Announcement of results of Capital Raising |
| 5 February 2024 | Record Date for Entitlement Offer (5pm Sydney time) |
| 8 February 2024 | Retail Entitlement Offer opens - Retail Offer Booklet and entitlement and acceptance forms dispatched to eligible retail shareholders |
| 9 February 2024 | Settlement of Placement and Institutional Entitlement Offer |
| 12 February 2024 | Allotment of Shares offered under the Placement and Institutional Entitlement Offer |
| 13 February 2024 | Quotation of Shares offered under the Placement and Institutional Entitlement Offer |
| 19 February 2024 | Retail Entitlement Offer closes 5.00pm (Sydney time) |
| 26 February 2024 | Allotment of Shares offered under the Retail Entitlement Offer |
| 27 February 2024 | Quotation of Shares offered under Retail Entitlement Offer |
The timetable (and each reference in this announcement to a date specified in the timetable) is indicative only and EP&T may, at its discretion, vary any of the above dates by lodging a revised timetable with the ASX. EP&T also reserves the right to withdraw the Capital Raising (or any part of it) or change the terms of the Capital Raise, subject to compliance with the ASX Listing Rules and the Corporations Act.
References in the timetable to the Placement are to the non-conditional placement only.
All times referred to in this announcement are AEDT.
This release is authorised by the Board of Directors of EP&T.
EP&T Global Limited ACN – 645 144 314 Suite 110.2, 213 Miller Street, North Sydney NSW 2060
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Further Information
Further details of the Offer are set out in the Investor Presentation also provided to the ASX today. The Investor Presentation contains important information including key risks and foreign selling restrictions with respect to the Capital Raising. The Retail Offer Booklet will be released to ASX and available on the Company’s website and is expected to be dispatched to eligible retail shareholders with entitlement and acceptance forms on or around 8 February 2024.
Bell Potter Securities Limited is Lead Manager to the Capital Raising. Hamilton Locke are acting as legal advisers to EP&T.
Important Notice
Not for distribution or release in the United States This announcement is for information purposes only and is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or any other law (and will not be lodged with the Australian Securities and Investments Commission (ASIC)). The announcement is not and should not be considered an offer or an invitation to acquire entitlements or new Shares or any other financial products. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. The entitlements and the new Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements or the new Shares may not be granted to, taken up by, or offered or sold to, directly or indirectly, any person in the United States, or any person acting for the account or benefit of a person in the United States, except pursuant to a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable state securities laws. The distribution of this announcement in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
About EP&T Global
EP&T Global is optimising buildings for a sustainable future. EP&T’s proprietary technology solution combines multiple information sources with cloud-based data analytics to detect real-time energy inefficiencies in buildings. This highly accurate identification of faults and inefficiencies enables EP&T to collaborate with building managers to improve and optimise building plant operating systems.
EP&T’s “EDGE Intelligent System” is a data repository incorporating 20+ years of building energy efficiency knowledge – collecting and analysing more than 5.6 billion points of data per annum with proprietary algorithmic analysis and machine learning.
To learn more visit www.eptglobal.com
For more information, please contact:
John Balassis Patrick Harsas Chief Executive Officer Chief Financial Officer [email protected] [email protected]
EP&T Global Limited ACN – 645 144 314 Suite 110.2, 213 Miller Street, North Sydney NSW 2060
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4 Australian Tax Considerations
4.1 Introduction
Set out below is a summary of the Australian income tax, goods and services tax ( GST ) and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders who are residents of Australia for income tax purposes and who hold their EP&T Global shares (and will hold their New Shares) on capital account.
The summary below does not apply to Eligible Retail Shareholders who:
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are not residents of Australia for Australian income tax purposes;
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hold their EP&T Global shares (or will hold their New Shares) as revenue assets (such as assets used in carrying on a business of share trading, banking or insurance), or as trading stock or those who have acquired EP&T Global shares for the purpose of on-sale at a profit;
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acquired the EP&T Global shares in respect of which their Entitlements are issued under any employee share scheme or where New Shares are acquired pursuant to any employee share scheme;
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may be subject to special tax rules, such as insurance companies, partnerships, tax exempt organisations, trusts (except where expressly stated), superannuation funds (except where expressly stated); or
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are subject to the “TOFA provisions” in Division 230 of the Income Tax Assessment Act 1997 (Cth) in relation to their EP&T Global shares.
This taxation summary is based on the Australian tax law as it applies as at 9.00am on the date of this Retail Offer Booklet. Other than as expressly discussed or specified, the comments do not take into account or anticipate changes in Australian tax law or future judicial interpretations of law after this time. The comments also do not take into account tax law of any country other than Australia. This summary also does not take account of any individual circumstances of any particular Eligible Retail Shareholder and does not constitute tax advice. It does not purport to be a complete analysis of the potential tax consequences of the Retail Entitlement Offer and is intended as a general guide to the Australian tax implications. Eligible Retail Shareholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisors.
EP&T Global and its officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.
4.2 Issue of Entitlements
The issue of an Entitlement should not, of itself, result in any amount being included in your assessable income.
4.3 Exercise of Entitlements
You will acquire New Shares where you exercise all or part of your Entitlements under the Retail Entitlement Offer. You may acquire Additional New Shares where you exercise all of your Entitlements and also apply for Additional New Shares in excess of your Entitlement under the Retail Entitlement Offer.
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You should not derive any assessable income, or make any capital gain or loss, at the time of exercising (i.e. taking up) your Entitlement.
For Australian Capital Gains Tax ( CGT ) purposes, the New Shares will be acquired on the day that you exercise your Entitlement. If you exercise all or part of your Entitlement, the cost base of New Shares for CGT purposes will be equal to the Offer Price payable by you for those New Shares plus certain non-deductible incidental costs you incur in acquiring them. You will need to apportion any non-deductible incidental costs incurred in relation to exercising your Entitlement across each New Share and any Additional New Shares on a reasonable basis. Additional New Shares will be taken to be acquired on the date the Additional New Shares were issued to you.
4.4 Lapse of Entitlement
If you do not take up all or part of your Entitlement in accordance with the instructions set out above, then that Entitlement will lapse and you will not receive any consideration for your Entitlement that is not taken up. There should be no tax implications for you from the lapse of your Entitlement.
4.5 Dividends on New Shares
Any future dividends or other distributions made in respect of New Shares will be subject to the same income taxation treatment as dividends or other distributions made on EP&T Global shares held in the same circumstances.
4.6 Disposal of New Shares
Each New Share will constitute a separate CGT asset. The disposal of a New Share will constitute a disposal for CGT purposes.
On disposal of a New Share, you will make a capital gain if the capital proceeds on disposal exceed the cost base of the New Share. You will make a capital loss if the capital proceeds are less than the reduced cost base of the New Share. The cost base of New Shares is described above in Section 4.3.
If you are an individual, trustee or complying superannuation entity that has held New Shares for 12 months or more at the time of disposal (not including the date of acquisition or disposal) you may be entitled to apply the applicable CGT discount to reduce the capital gain (after offsetting capital losses). The CGT discount is 50% for individuals and trustees and 33⅓% for complying superannuation entities. The CGT discount is not available for companies. Trustees should seek specific tax advice regarding the tax consequences arising to beneficiaries from the CGT discount.
You will be taken to have acquired New Shares on the day you exercise your Entitlement. Accordingly, to be eligible for the CGT discount, you must have held New Shares for at least 12 months after the date that you exercised your Entitlement.
If you make a capital loss, you can only use that loss to offset other capital gains; i.e. the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year, you can carry it forward to use in future income years, providing certain loss utilisation tests are satisfied.
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4.7 Provision of TFN and/or ABN
EP&T Global may be required to withhold tax from you on payments of dividends that are not fully franked, at the specified rate, and remit such amounts to the ATO, unless you have provided an Australian Business Number ( ABN ), Tax File Number ( TFN ), or you have informed us that you are exempt from quoting your TFN or ABN.
You are not required to provide your TFN or ABN to EP&T Global, however you may choose to do so. If you have previously quoted your ABN, TFN, or have notified us that an exemption from quoting your TFN/ABN exists, that quotation or exemption will also apply in respect of any New Shares acquired by you.
4.8
GST
The taking up of the New Shares will be classified as a "financial supply" for Australian GST purposes.
Accordingly, Australian GST should not be payable in respect of amounts paid for the acquisition of the New Shares. Subject to certain requirements, there may be a restriction on the entitlement of Eligible Retail Shareholders to claim an input tax credit for any GST incurred on costs associated with the acquisition of New Shares.
4.9 Stamp Duty
Stamp duty should not be payable by Eligible Retail Shareholders in respect of the taking up of New Shares on the assumption that all acquisitions occur when all of the securities in EP&T Global are quoted on the market operated by the ASX and no Shareholder (together with interests of associated persons and interests acquired under associated transaction) holds an interest of 90% of more in EP&T Global.
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5 Important Information
This Retail Offer Booklet (including the enclosed announcements) and attached personalised Entitlement and Acceptance Form have been prepared by EP&T Global.
This Retail Offer Booklet (other than the enclosed announcements) is dated 8 February 2024. The Retail Offer Booklet remains subject to change without notice and, except as required by law or regulation (including the ASX Listing Rules), EP&T Global is not responsible for updating this Retail Offer Booklet.
There may be additional announcements made by EP&T Global after the date of this Retail Offer Booklet and throughout the period that the Retail Entitlement Offer is open that may be relevant to your consideration to apply for New Shares and any Additional New Shares. Therefore, it is prudent that you check whether any further announcements have been made by EP&T Global (by visiting the ASX website at www.asx.com.au) before submitting your application to apply for New Shares and any Additional New Shares.
No party other than EP&T Global has authorised or caused the issue of this Retail Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Retail Offer Booklet.
This Retail Offer Booklet is important and requires your immediate attention.
You should read this Retail Offer Booklet carefully and in its entirety before deciding how to deal with your Entitlement. In particular, you should consider the Key Risks section of the Investor Presentation enclosed at Section 3 of this Retail Offer Booklet, any of which could affect the operating and financial performance of EP&T Global or the value of an investment in EP&T Global.
You should consult your stockbroker, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.
5.1 Eligible Retail Shareholders
This Retail Offer Booklet contains an offer of New Shares to Eligible Retail Shareholders and has been prepared in accordance with section 708AA of the Corporations Act as modified by ASIC Corporations Instrument 2016/84.
Eligible Retail Shareholders are those persons who:
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are a shareholder of EP&T Global on the Record Date;
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have a registered address in Australia, New Zealand, Jersey, Sri Lanka or the Netherlands;
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are not in the United States;
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did not receive an offer to participate (other than as nominee, trustee or custodian) or were otherwise ineligible to participate under the Institutional Entitlement Offer; and
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are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without a prospectus, disclosure document or any lodgment, filing, registration or qualifications.
Shareholders who are not Eligible Retail Shareholders are Ineligible Retail Shareholders.
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EP&T Global reserves the right to determine whether a shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.
By returning a completed personalised Entitlement and Acceptance Form or making a payment by BPAY® (or other payment method described in the Entitlement and Application Form), you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Retail Shareholder. Nominees and custodians are therefore advised to seek independent professional advice as to how to proceed.
5.2 Ranking of New Shares
New Shares and any Additional New Shares issued under the Entitlement Offer will be fully paid and rank equally in all respects with existing shares. The rights and liabilities attaching to the New Shares and any Additional New Shares are set out in EP&T Global's constitution.
5.3 Key Risks
Key Risks are described in the Investor Presentation which is enclosed at Section 3 of this Retail Offer Booklet. The Key Risks detail important factors and risks that could affect the operating and financial performance of EP&T Global or the value of an investment in EP&T Global. You should consider these factors in light of your personal circumstances, including financial and taxation issues, before making a decision in relation to your Entitlement. You should also consider general risks applicable to all investments in listed securities.
5.4 No cooling off rights
Cooling off rights do not apply to an investment in New Shares and any Additional New Shares. You cannot withdraw your application once it has been accepted.
5.5 No Entitlements trading
Entitlements are non-renounceable and cannot be traded on ASX or any other exchange, nor can they be privately transferred.
5.6 Rounding of Entitlements
Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.
5.7 Potential dilution and effect on control of EP&T Global
You should note that if you do not participate in the Entitlement Offer, your holdings may be diluted (as compared to your holdings and number of Shares on issue as at the date of commencement of the Entitlement Offer).
Illustrative examples of the effect of the Entitlement Offer on control of EP&T Global and dilution of your holding are set out in the cleansing notice released on ASX by EP&T Global on 1 February 2024 which is enclosed at Section 3 of this Retail Offer Booklet.
5.8 Notice to nominees and custodians
If EP&T Global believes you hold shares as a nominee or custodian, you will have received (or will shortly receive) a letter in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter.
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EP&T Global is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing shares.
Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Entitlement Offer by the beneficiary complies with applicable foreign laws. EP&T Global is not able to advise on foreign laws.
Persons acting as nominees and custodians for other persons must not take up any Entitlements on behalf of, or send any documents relating to the Entitlement Offer to, any person in the United States.
Nominees and custodians may not distribute any part of this Retail Offer Booklet, and may not permit any beneficial owner of shares to participate in the Entitlement Offer, in any country outside of Australia, New Zealand, Jersey, Sri Lanka and the Netherlands and except, with the consent of EP&T Global, to beneficial holders of shares resident in certain other countries EP&T Global may determine it is practical to make the Entitlement Offer.
5.9 Not financial product or investment advice
This Retail Offer Booklet is not a prospectus, disclosure document or other offering document under the Corporations Act and has not been lodged with ASIC. It also is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. EP&T Global is not licensed to provide financial product advice in respect of the New Shares or any Additional New Shares. This Retail Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares or Additional New Shares, nor does it purport to contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with EP&T Global's other periodic statements and continuous disclosure announcements lodged with ASX, which are available on the ASX website at www.asx.com.au.
The New Shares and any Additional New Shares offered under this Entitlement Offer should be considered speculative. Before deciding whether to apply for New Shares and any Additional New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other professional adviser.
5.10 Quotation and trading
EP&T Global has applied to the ASX for official quotation of the New Shares and any Additional New Shares in accordance with the ASX Listing Rule requirements. If ASX does not grant quotation of the New Shares or any Additional New Shares, EP&T Global will repay all Application Monies (without interest).
Subject to approval being granted, it is expected that normal trading of New Shares and any Additional New Shares allotted under the Retail Entitlement Offer will commence on Tuesday, 27 February 2024.
5.11 Continuous disclosure
EP&T Global is a 'disclosing entity' under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.
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EP&T Global is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, EP&T Global has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its securities. That information is available to the public from the ASX and can be accessed at www.asx.com.au.
Some documents are required to be lodged with ASIC in relation to EP&T Global. These documents may be obtained from, or inspected at, an ASIC office.
5.12
Information availability
Shareholders can obtain a copy of this Retail Offer Booklet from ASX at www.asx.com.au or can request a hard copy of the Retail Offer Booklet by contacting the EP&T Global Information Line either by phone on 1300 560 339 (+612 8011 0354 outside Australia) or through a live online chat facility at chat2.shareholdersfirst.com.au. The Information Line will be open 9:00am to 5:00pm (Sydney time), Monday through Friday (excluding public holidays) before the close of the Retail Entitlement Offer.
A replacement Entitlement and Acceptance Form can also be requested by contacting the EP&T Global Information Line either by phone on 1300 560 339 (+612 8011 0354 outside Australia) or through a live online chat facility at chat2.shareholdersfirst.com.au. The Information Line will be open 9:00am to 5:00pm (Sydney time), Monday through Friday (excluding public holidays) before the close of the Retail Entitlement Offer.
If you access the electronic version of this Retail Offer Booklet, you should ensure that you download and read the entire Retail Offer Booklet. Please note that the electronic version of this Retail Offer Booklet available from www.asx.com.au will not include an Entitlement and Acceptance Form.
5.13 Foreign jurisdictions
This Information has been prepared to comply with the requirements of the securities laws of Australia, New Zealand, Jersey, Sri Lanka and the Netherlands.
This Retail Offer Booklet does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the Entitlements, the New Shares, any Additional New Shares, or otherwise permit the public offering of the New Shares or any Additional New Shares, in any jurisdiction other than Australia, New Zealand, Jersey, Sri Lanka and the Netherlands.
The distribution of this Retail Offer Booklet (including an electronic copy) outside Australia, New Zealand, Jersey, Sri Lanka and the Netherlands may be restricted by law. If you come into possession of this Information, you should observe such restrictions and should seek your own advice on such restrictions. See the foreign selling restrictions set out in the Cautionary Statements section of the Investor Presentation enclosed at Section 3 of this Retail Offer Booklet for more information.
Any non-compliance with these restrictions may contravene applicable securities laws.
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5.14 Governing law
This Retail Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New Shares and Additional New Shares submits to the nonexclusive jurisdiction of the courts of New South Wales, Australia.
5.15
Disclaimer of representations
No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Retail Offer Booklet.
Any information or representation that is not in this Retail Offer Booklet may not be relied on as having been authorised by EP&T Global, or its related bodies corporate, in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of EP&T Global, nor any other person, warrants or guarantees the future performance of EP&T Global or any return on any investment made pursuant to this Information or its content.
5.16 Withdrawal of the Entitlement Offer
EP&T Global reserves the right to withdraw all or part of the Entitlement Offer and this Retail Offer Booklet at any time, subject to applicable laws, in which case EP&T Global will refund Application Monies in relation to New Shares and any Additional New Shares not already issued in accordance with the Corporations Act and without payment of interest.
To the fullest extent permitted by law, you agree that any Application Monies paid by you to EP&T Global will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to EP&T Global.
5.17
Privacy
As a shareholder, EP&T Global and the Share Registry have already collected certain personal information from you. If you apply for New Shares or Additional New Shares, EP&T Global and the Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares and any Additional New Shares, service your needs as a shareholder, provide facilities and services that you request and carry out appropriate administration.
EP&T Global and the Share Registry may disclose your personal information for these purposes to their agents, contractors or third party service providers to whom they outsource services.
If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to your personal information held by the Share Registry on behalf of EP&T Global. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information held by the Share Registry on behalf of EP&T Global by contacting the Share Registry as follows:
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Boardroom Pty Limited
Level 8, 210 George Street Sydney NSW 2000, Australia
Postal Address GPO Box 3993 Sydney NSW 2001
Telephone 1300 737 760 (within Australia) +61 2 9290 9600 (outside Australia)
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6 Glossary
The below terms are defined as follows for the purposes of this Retail Offer Booklet:
Additional New Shares means New Shares which Eligible Retail Shareholders are able to apply for in excess of their Entitlement and sophisticated or institutional shareholders invited by EP&T Global are able to subscribe for under the shortfall facility.
Application Monies means the money paid by applicants in respect of the New Shares and any Additional New Shares they apply for under the Retail Entitlement Offer.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial products market operated by that entity known as the Australian Securities Exchange.
Corporations Act means the Corporations Act 2001(Cth), as modified by ASIC Corporations Instrument 2016/84.
CRN means the unique customer reference number allocated to each Eligible Retail Shareholder.
Directors means the board of directors of EP&T Global from time to time.
Eligible Retail Shareholder means those persons who:
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are a shareholder of EP&T Global at 7.00pm (Sydney time) on the Record Date;
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have a registered address in Australia, New Zealand, Jersey, Sri Lanka or the Netherlands;
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are not in the United States;
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did not receive an offer to participate (other than as nominee, trustee or custodian) or were otherwise ineligible to participate under the Institutional Entitlement Offer; and
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are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without a prospectus, disclosure document or any lodgement, filing, registration or qualifications.
Entitlement means the offer to Eligible Retail Shareholders to purchase 1 New Share for every 5.95 existing Share held as at the Record Date at the Offer Price.
Entitlement and Acceptance Form means the personalised form accompanying this Retail Offer Booklet.
EP&T or Company means EP&T Global Limited (ABN 50 645 144 314).
Ineligible Retail Shareholder means a shareholder who is not an Eligible Retail Shareholder.
New Shares means the shares offered by EP&T Global pursuant to the Entitlement Offer (but excludes any Additional New Shares offered pursuant to the shortfall facility).
Offer Price means $0.02 per New Share.
Offer Ratio means 1 New Share for every 5.95 existing share held as at the Record Date.
Record Date means 5.00pm on Monday, 5 February 2024.
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Retail Entitlement Offer means the retail component of the accelerated non-renounceable pro rata entitlement offer at the Offer Ratio of New Shares to Eligible Retail Shareholders entitling each such shareholder to subscribe for their Entitlement to New Shares at the Offer Price and, where applicable, includes the shortfall facility.
Retail Offer Booklet means this booklet.
Securities Act means the U.S. Securities Act of 1933, as amended from time to time.
Share Registry means Boardroom Pty Limited whose details are provided in the "Corporate Directory" section of this Retail Offer Booklet.
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Corporate Directory
EP&T Global Limited
Suite 1102 Floor 11, 213 Miller Street NORTH SYDNEY NSW 2060
https://www.eptglobal.com
Share Registry
Boardroom Pty Ltd Level 8, 210 George Street Sydney NSW 2000, Australia
Postal Address GPO Box 3993 Sydney NSW 2001
Telephone 1300 737 760 (within Australia) +61 2 9290 9600 (outside Australia)
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