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GTN LIMITED — Capital/Financing Update 2016
May 31, 2016
65025_rns_2016-05-31_ce1d8a06-0d33-412f-8783-00476cb6086e.pdf
Capital/Financing Update
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Pre-Quotation Disclosure
The following information is required to be provided to ASX Limited ( ASX ) for release to the market in connection with the admission to the official list and official quotation on a conditional and deferred settlement trading basis of the fully paid ordinary shares in GTN Limited ( GTN ).
Capitalised terms which have not been otherwise defined in this document have the meaning given to them in the prospectus lodged by GTN and Mr William Yde III ( Management Shareholder ) with the Australian Securities and Investments Commission on 12 May 2016 ( Prospectus ).
1 Basis of allocation and procedures for determining allocations
The basis of allocation of Shares under the Prospectus for each component of the Offer was as follows:
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(a) Broker Firm Offer : for Broker Firm Offer participants, it is a matter for the relevant broker as to how they allocate the Shares amongst their retail clients;
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(b) Priority Offer : all validly completed Applications under the Priority Offer were accepted in full; and
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(c) Institutional Offer : allocations to Institutional Investors were determined pursuant to the Bookbuild. The Lead Manager has advised successful Applicants in the Institutional Offer of their Applications.
Applicants under the Broker Firm Offer should confirm their allocations by phoning their Broker.
Applicants can confirm their allocation of Shares under the Offer and make general enquires regarding the Offer by contacting the GTN IPO Offer Information Line on 1800 095 654 (within Australia) or +61 1800 095 654 (outside Australia) between 8.30am and 5.30pm (Sydney time), Monday to Friday. As set out at paragraph 4 below, it is intended that CHESS allotment notices, issuer sponsored holdings statements and any refund money will be sent on Tuesday, 7 June 2016.
2 Conditions for the conditional market
The conditions for the conditional market as set out in the Prospectus are that:
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(a) the Restructure has occurred; and
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(b) GTN has issued New Shares and the Management Shareholder has transferred Existing Shares to Successful Applicants under the Offer.
It is expected that these conditions will be satisfied and notification provided to ASX by no later than 9.30am on Monday, 6 June 2016.
3 The issue and sale price and number of ordinary Shares to be issued or transferred
Successful Applicants under the Offer will pay the Offer Price, being $1.90 per Share.
The number of Shares allocated under each component of the Offer is:
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(a) Institutional Offer – 91,052,633
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(b) Broker Firm Offer – 7,607,105
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- (c) Priority Offer – 255,559
The total number of Shares to be issued and transferred under the Offer is 98,915,297.
The total number of Shares to be held by the Existing Owners is 102,296,985 (including 98,870,268 issued under the Prospectus to the GTCR Funds).
The total number of Shares to be quoted on Completion of the Offer is 201,212,292.
4 Despatch date
The intended date for issuing and transferring Shares to Applicants is Monday, 6 June 2016.
The intended date for sending CHESS allotment notices, issuer sponsored holdings statements and any refund money is Tuesday, 7 June 2016.
5 Indicative statement of 20 largest Shareholders
Please refer to Attachment 1 for an indicative statement setting out the names of the 20 largest shareholders. Final information may vary having regard to custodian arrangements notified at settlement.
6 Indicative distribution schedule of Shareholders
Please refer to Attachment 2 for an indicative distribution schedule of shareholders.
7 Escrowed Shares
The following is a break-down of the number of Shares subject to voluntary escrow and the escrow period applying to those Shares.
GTCR Funds
The escrow period for the GTCR Funds is the period commencing on the date on which Completion of the Offer occurs and ending after 4.15pm on the date of the public announcement by GTN of its financial results for FY2017.
Shares held by the GTCR Funds at the Completion of the Offer may only be sold in the period prior to 4.15pm on the date of the public announcement by GTN of its financial results for FY2017 on the following basis:
( in respect of 25% of the Escrowed Shares held by the GTCR Funds at Completion of the Offer ):
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(a) After 4.15pm (Sydney time) on the first date on which both the conditions below have been satisfied:
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(i) GTN’s financial results for the first half of FY2017 are announced; and
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(ii) the volume-weighted average price in any 10 consecutive trading days following announcement of those financial results exceeds the Offer Price by more than 20% (disregarding, for the purpose of ascertaining this 10 day trading period, any trading days during which Shares are in trading halt for the entirety of that day).
After the announcement of GTN’s financial results for FY2017, any remaining Escrowed Shares held by the GTCR Funds will cease to be subject to escrow restrictions.
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| Escrowed Shareholder | Number of securities subject to voluntary escrow |
|---|---|
| GTCR Funds1 | 98,870,268 (on issue at Completion of the Offer) |
Management Shareholder
- (iii) The escrow period for the Management Shareholder is the period commencing on the date on which Completion of the Offer occurs and ending after 4.15pm on the date of the public announcement by GTN of its financial results for FY2017.
| Escrowed Shareholder | Number of securities subject to voluntary escrow |
|---|---|
| Management Shareholder | 3,426,717 |
Disclaimer
This document is being distributed outside the United States and must not be distributed, forwarded or otherwise used in the United States, or in any jurisdiction outside of Australia where distribution may be restricted by law.
This document does not constitute an offer to sell or the solicitation, invitation or recommendation to purchase any securities and neither this announcement nor anything contained herein shall form the basis of any contract or commitment. In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1993, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, any securities described in this document may not be offered, sold or resold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.
1 Escrowed Shares will be registered in the name of Merrill Lynch (Australia) Nominees Pty Limited as custodian and held on the CHESS sponsored subregister.
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Attachment 1 – Indicative statement of 20 largest shareholders
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Total Shares on Issue
201,212,292 100%
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Attachment 2 – Indicative distribution schedule of shareholders
| Category | Number of holders of Shares |
|---|---|
| 1 to 1,000 | 12 |
| 1,001 to 5,000 | 122 |
| 5,001 to 10,000 | 60 |
| 10,001 to 100,000 | 137 |
| 100,001 and over | 40 |
| Total | 371 |
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