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NEXTDC LIMITED — Share Issue/Capital Change 2026
Apr 26, 2026
65467_rns_2026-04-26_14efed1b-eefd-41ed-a03b-cf2fe65536f2.pdf
Share Issue/Capital Change
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NEXTDC
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
ASX Release
27 April 2026
Retail Entitlement Offer Opens
NEXTDC Limited (ASX: NXT) ("NEXTDC" or the "Company") refers to its ASX Announcement on 20 April 2026 in relation to the fully underwritten 1-for-5.4 pro-rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares in NEXTDC to raise approximately A$1.5 billion ("Entitlement Offer").
The retail component of the Entitlement Offer opens today and is expected to raise approximately A$0.5 billion ("Retail Entitlement Offer").
Eligible Retail Shareholders will be invited to participate in the Retail Entitlement Offer at A$12.70 per New Share ("Offer Price") being the same price and ratio applied to the Institutional Entitlement Offer which recently closed, raising approximately A$1.0 billion¹.
Eligible Retail Shareholders who take up their full entitlement are also offered the opportunity to apply for additional New Shares up to a maximum of 100% in excess of their entitlement, at the Offer Price ("Top Up Facility")².
Commenting on the Retail Entitlement Offer, Mr Scroggie said:
"Retail shareholders are an important part of the NEXTDC register. They will receive the same price as the institutions, with the option to apply for additional shares. This provides them with the opportunity to scale into a fully funded growth plan aligned with record contracted demand already being delivered."
The Retail Entitlement Offer is expected to close at 5:00pm (Sydney time) on Monday, 11 May 2026.
Retail Entitlement Offer
Attached to this announcement is a copy of the Retail Offer Booklet which will be made available to Eligible Retail Shareholders, together with an Entitlement and Acceptance Form. A copy of both documents will also be able to be accessed by Eligible Retail Shareholders through https://events.miraqle.com/nxt-offer.
The Retail Offer Booklet and the Entitlement and Acceptance Form contains important information about the Retail Entitlement Offer, including eligibility requirements and how Eligible Retail Shareholders can apply to participate in the Retail Entitlement Offer.
Also attached is a letter that will shortly be made available to Eligible Retail Shareholders notifying them of the Retail Entitlement Offer, as well as a letter that will shortly be made available to Ineligible Retail Shareholders.
Eligible Retail Shareholders should read the Retail Offer Booklet and the Entitlement and Acceptance Form in their entirety before deciding whether to participate in the Retail Entitlement Offer. Eligible Retail
¹ This amount is current at Friday, 24 April 2026 and is subject to final reconciliations being determined under the Institutional Entitlement Offer.
² Additional New Shares will only be available where there is a shortfall between applications received from Eligible Retail Shareholders and the number of New Shares proposed to be issued under the Retail Entitlement Offer. There is no guarantee that an Eligible Retail Shareholder will receive any additional New Shares under the Top Up Facility. NEXTDC and the Joint Lead Managers retain the flexibility to scale back applications for additional New Shares at their discretion.
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Shareholders should also read announcements made by NEXTDC to ASX³ before making their investment decision.
Shareholders can contact the Offer Information Line on 1800 645 237 (within Australia) or +61 1800 645 237 (outside Australia). The Offer Information Line is open from 8:30am to 5:30pm (Sydney time) Monday to Friday until 10 business days after allotment of New Shares issued under the Retail Entitlement Offer.
Capitalised terms used but not defined in this announcement have the meaning given to them in the Retail Offer Booklet.
Authorised for release by the Board of NEXTDC Limited.
ENDS
For more information:
Simon Guzowski
T: +61 2 8072 4943
E: [email protected]
NEXTDC Investor Centre: www.nextdc.com/investor-centre
IMPORTANT NOTICE
Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information.
FORWARD-LOOKING STATEMENTS
This announcement contains certain forward-looking statements, including "forward looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933 (the "U.S. Securities Act"), Section 21E of the United States Securities Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. Words such as "believe", "continue", "expect", "forecast", "estimate", "intend", "plan", "potential", "likely", "project", "anticipate", "target", "guidance", "should", "could", "may", "will", "predict", "outlook", "foresee", "opinion", "seek", "consider", "aim" or such similar phrases are intended to identify forward looking statements. Similarly, indications of, and guidance on future earnings and financial position and performance, including NEXTDC's FY26 guidance, "Contracted EBITDA", liquidity, capital expenditure requirements, business performance, project timelines or spend, facility go-live dates, utilisation (including pro forma Forward Order Book as at 31 March 2026) and initial or total facility capacity are also forward-looking statements as are statements regarding market competition, service demand and market outlook, statements regarding NEXTDC's plans, objectives and strategies, and statements regarding the conduct and outcome of the Entitlement Offer and source and use of funds.
Any forward-looking statements, opinions and estimates are based on assumptions and contingencies that are subject to change without notice, are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of NEXTDC, the Joint
³ Available at https://www.nextdc.com/investor-centre
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Lead Managers, each of their related bodies corporate and affiliates, and each of their respective directors, officers, employees, partners, consultants, agents, advisers and representatives (each a “Beneficiary”) and which may cause actual results and outcomes to differ materially from those expressed or implied in this announcement or in such statements. This includes statements about market and industry trends, which are based on interpretations of current market conditions. Refer to the ‘Key Risks’ on slides 31 to 47 of NEX TDC’s Investor Presentation titled ‘Record Contracted Utilisation and A$2.2bn Capital Plan’ released to ASX on 20 April 2026 for further information.
Forward looking statements may involve significant elements of subjective judgement and assumptions as to future events that may or may not be correct. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that the actual operations, performance, targets or outcomes discussed in this announcement will not differ materially from these statements and the assumptions on which those statements are based. These statements may assume the success of NEX TDC’s business strategies including following completion of the Entitlement Offer, the success of which may not be realised within the period for which the forward-looking statements have been prepared, or at all. There are usually differences between forecasts and actual results because events and circumstances frequently do not occur as forecast, and these differences may be material at times.
Forward looking statements are provided as a general guide only. No guarantee, representation or warranty, express or implied, is made by NEX TDC, the Joint Lead Managers or each of their respective Beneficiaries as to the accuracy, likelihood of achievement or reasonableness of any forward-looking statements contained in this announcement.
Investors are strongly cautioned to not place undue reliance on such forward-looking statements, especially in the context of the current and challenging economic, market, climate and supply chain conditions and other uncertainty and disruption, including the conflicts in Ukraine and the Middle East.
The forward-looking statements are based on information available to NEX TDC as at the date of this announcement. None of NEX TDC, any of its related bodies corporate or affiliates, any of the Joint Lead Managers, or any of their respective Beneficiaries or any other person gives any warranty, representation or assurance (express or implied) that the occurrence of the events expressed or implied in any forward-looking statement will occur or as to the accuracy of any forward-looking statement or have or accept any responsibility to update or revise any such forward-looking statement to reflect any change in NEX TDC’s, or any of its related bodies corporate’s, circumstances or financial condition, status or affairs or any change in the assumptions, information, events or conditions on which such statements are based, except as required under Australian law.
FINANCIAL INFORMATION
Investors should also be aware that certain financial measures included in this announcement are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also ‘non-GAAP financial measures’ within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards (“IFRS”).
Those non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS financial information/non-GAAP financial measures may not be comparable to similarly titled measures presented by other entities and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. The disclosure of non-GAAP financial measures in the manner included in this announcement would not be permissible in a registration statement under the U.S. Securities Act. Although NEX TDC believes these non-IFRS financial information/non-GAAP financial measures provide useful information to investors in measuring the financial
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performance and condition of NEXTDC's business, investors are cautioned not to place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this announcement. Non-IFRS measures and current trading information have not been subject to audit or review.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This announcement 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 or solicitation would be unlawful. This announcement may not be distributed or released in the United States.
Neither the entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. The entitlements and the New Shares to be offered and sold in the retail component of the Entitlement Offer may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. Refer to the section titled 'International Offer Restrictions' of NEXTDC's Investor Presentation titled 'Record Contracted Utilisation and A$2.2bn Capital Plan' released to ASX on 20 April 2026 for further details.
GENERAL
In addition, this announcement is subject to the same 'Important Notice and Disclaimer' as appears in Appendix A of NEXTDC's Investor Presentation titled 'Record Contracted Utilisation and A$2.2bn Capital Plan' released to ASX on 20 April 2026 with any necessary contextual changes.
This announcement includes statements in relation to NEXTDC's pro forma Forward Order Book. Such pro forma financial information has not been subject to audit or review and is for illustrative purposes only and is not represented as being indicative of the Company's future financial position and/or performance. In addition, the pro forma financial information in this announcement does not purport to be in compliance with Article 11 of Regulation S-X under the U.S. Securities Act and was not prepared with a view towards compliance with the rules and regulations or guidelines of the U.S. Securities and Exchange Commission or the American Institute of Certified Public Accountants for the preparation and presentation of pro forma financial information.
Certain figures, amounts, percentages, estimates, calculations of value and fractions provided in this announcement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this announcement.
About NEXTDC
NEXTDC is an ASX 100-listed technology company and Asia's most innovative Data Centre-as-a-Service provider. We are building the infrastructure platform for the digital economy, delivering the critical power, security and connectivity for global cloud computing providers, enterprises, and Government.
NEXTDC is recognised globally for the design, construction, and operation of Australia's only network of Uptime Institute certified Tier IV facilities, and the only data centre operator in the Southern Hemisphere to achieve Tier IV Gold certification for Operational Sustainability. NEXTDC has a strong focus on sustainability and operational excellence through renewable energy sources and delivering world-class operational efficiency. Our data centres have been engineered to deliver exceptional levels of efficiency and the industry's lowest Total Cost of Operation through NABERS 5-star energy efficiency.
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NEXTDC's corporate operations have been certified carbon neutral under the Australian Government's Climate Active Carbon Neutral Standard.
Our Cloud Centre partner ecosystem is Australia's most dynamic digital marketplace, comprising carriers, cloud providers and IT service providers, enabling local and international customers to source and connect with cloud platforms, service providers and vendors to build complex hybrid cloud networks and scale their critical IT infrastructure services.
NEXTDC is powering the intelligence economy.
To learn more, visit www.nextdc.com
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