Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas
Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas
Retail Entitlement Offer Booklet and Covering Letter - AJ Lucas
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Overview of the Recapitalisation Plan<br />
(cont.)<br />
• Participation by <strong>AJ</strong>L’s largest shareholder - Kerogen - of up to $85.3mm<br />
– Kerogen has confirmed its intention to take up its full pro-rata entitlement in the <strong>Entitlement</strong> <strong>Offer</strong> of circa $61mm<br />
– Kerogen has also entered into an Underwriting Agreement with <strong>AJ</strong>L under which it has agreed to underwrite any shortfall arising from<br />
the Institutional <strong>Entitlement</strong> <strong>Offer</strong>, excluding pre-commitments obtained from other existing institutional shareholders<br />
– This Underwriting Agreement is for up to a maximum of 20.3mm shares or $24.3mm<br />
– Eligible institutional shareholders <strong>and</strong> institutional investors can also apply for any shortfall arising from the Institutional <strong>Entitlement</strong><br />
<strong>Offer</strong> which would cause Kerogen’s holding to exceed 49.99%<br />
– Settlement of the Kerogen subscription will occur across both the Institutional <strong>Offer</strong> <strong>and</strong> <strong>Retail</strong> <strong>Offer</strong> so it does not cause Kerogen’s<br />
shareholding to exceed 49.99%<br />
– Kerogen will not be paid any fees for either its commitment or entering into its Underwriting Agreement<br />
• Kerogen has the right to nominate, while it holds more than 30% of the issued capital of <strong>AJ</strong>L, 2 directors to the <strong>AJ</strong>L Board<br />
• Kerogen currently holds a 44.3% shareholding in <strong>AJ</strong>L. As a result of the <strong>Entitlement</strong> <strong>Offer</strong>, this shareholding could increase to a maximum of<br />
49.99%, but this level may be reduced by:<br />
– The number of entitlements taken up by shareholders under the Institutional <strong>Entitlement</strong> <strong>Offer</strong> who have not pre-committed, if any<br />
– The ability of other institutional shareholders <strong>and</strong> institutional investors to apply for shares under any shortfall arising under the<br />
Institutional <strong>Entitlement</strong> <strong>Offer</strong><br />
• <strong>AJ</strong>L has also agreed with Kerogen that it will not raise capital in the next 12 months unless via way of pro-rata offer to all shareholders<br />
• Kerogen’s underwriting uses a substantial part of Kerogen’s current capacity to “creep” to 50.88% of <strong>AJ</strong>L<br />
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