entitlement of shortfall v novus, page-4

I wrote

Dear Sir/madam,

A statement below I got from Hotcopper, of which I think is very credible, can you respond to this?

In the Prospectus Item 3.5 it states that any shortfall will be allocated to SH's who apply for more than their entitlement.
Item 7.3 - Underwriting Agreement - makes no mention that Novus must be consulted and their agreement sought for placement of shortfall applied for shares.
In their agreement they certainly get a heap of $'s for just being "the underwriter".
So why does GGP management now need to consult Novus - it is quite clear to me - this offer was for "retail" SH's and if the shortfall is fully applied for - then Novus should not enter into any discussion.

Here's a reply I got from Chris within minutes



Thank you for your email.

I refer you to section 3.3 of the Prospectus.

“If you wish to take up more than your Entitlement under the Entitlement Issue, you may apply to participate in any Shortfall that may arise under the Entitlement Issue. To apply for Shortfall Shares you should complete the Entitlement and Acceptance Form in accordance with the instructions set out on the reverse of that form in the section marked "Additional Number of New Shares Applied for". Subject to the terms of any sub-underwriting agreements, the Underwriter has the right to nominate and determine who is to receive the Shortfall Shares in its discretion, subject to such person or persons not being a related party of the Company (as defined in section 228 of the Corporations Act). The Underwriter does not guarantee that any Shortfall Shares will be placed with Shareholders.”