EBO
20/09/2013 11:18
ANNREP
REL: 1118 HRS Ebos Group Limited
ANNREP: EBO: EBOS Listing of NZSX Waivers granted
20 September 2013
NZSX WAIVERS
In accordance with NZSX Listing Rule 10.5.5(f) the Company advises the
following NZSX waivers have been granted.
During the twelve (12) month period ending on 23 July 2013 the Company
applied to NZSX for waivers from NZSX Listing Rules 7.10.5, 9.2.1, 7.12.2 and
7.10.2, all of which were granted.
BACKGROUND
1 On 28 May 2013 the Company entered into an agreement to purchase the entire
issued share capital of Zuellig Healthcare Holdings Australia Pty Limited
(Symbion) from Symbion Holdings Pte Limited (the Vendor). The purchase price
for Symbion of $865 million (Purchase Price) was satisfied through the issue
of fully paid ordinary shares in the Company to the Vendor having a value of
approximately $498 million (Consideration Shares) and a cash payment of
approximately $367 million (Consideration Cash). The issue of the
Consideration Shares resulted in the Vendor and associates holding 40% of the
total issues shares in the Company (together the Transaction).
2 The Company funded the Consideration Cash by:
2.1 completing an underwritten placement of EBOS ordinary shares worth
approximately $90 million to new and existing institutional investors (the
Placement);
2.2 undertaking an underwritten 7 for 20 pro-rata renounceable rights offer
worth approximately $149 million (the Entitlement Offer); and
2.3 additional debt facilities of approximately $140 million.
3 The Company wished to offer it's shareholders who accepted their
Entitlement Offer entitlement in full the option to apply for additional
rights not taken up by other shareholders by way of an oversubscription
facility (Oversubscription Facility), necessitating a waiver from the
provisions of NZSX Listing Rule 7.10.5 (Rule 7.10.5).
4 The Transaction was a material transaction under NZSX Listing Rule 9.2.1
(Rule 9.2.1) due to it being a purchase of assets having an Aggregate Net
Value in excess of 10% of the Company's then Average Market Capitalisation of
approximately $518 million.
5 Rule 9.2.1 requires that the Company as an Issuer shall not enter into a
Material Transaction if a Related Party is a party to at least one of a
related series of transactions which form part of the Material Transaction
unless the transaction associated to the Related Party is approved by an
ordinary resolution of the Company. As the Placement and Entitlement Offer
formed part of the Transaction, each was considered part of a related series
of transactions.
6 Two companies that are Related Parties of of the Company wished to
participate in the Placement and act as sub-underwriters to the Entitlement
Offer. Whyte Adder No 3 Limited and Herpa Properties Limited (the Related
Companies) are both a Related Party under Rule 9.2.3(a) as two directors of
the Related Companies, Mr Peter Kraus and Mr Barry Wallace, are both
directors of EBOS. Together the Related Companies then held 8.43% of the
Company's shares on issue. The Placement and sub-underwriting formed part of
the related series of transactions of the Material Transaction, being the
Transaction.
7 In order to meet the timeframe of the Transaction, the Company needed to
set the closing date for applications under the Entitlement Offer as ten
Business Days after the mailing of the letters of entitlement instead of the
twelve Business Days required by NZSX Listing Rule 7.10.2 (Rule 7.10.2).
8 Prior to the Placement, Entitlement Offer and issue of Consideration
Shares, the Company undertook a bonus issue of it's shares (Bonus Issue) to
allocate imputation credits to the Company's shareholders. The Bonus Issue
resulted in the Company's shareholders receiving two new EBOS shares for
every 53 EBOS shares held at the Bonus Issue Record Date of 6 June 2013.
9 The Company approached NZX Regulation (NZXR) for a waiver from Rules
7.10.5, 9.2.1 and 7.10.2 in respect of the Transaction, and a waiver from
Rule 7.12.2 in respect of the Bonus Issue.
10 Waivers applied for and granted:
10.1 Listing Rule 7.10.5
The Company applied to NZXR for a waiver from the requirements in Rule 7.10.5
in order that the Entitlement Offer could include the Oversubscription
Facility.
NZXR granted the waiver subject to the following conditions:
(a) to the extent available, and pro rated to the extent not, allocations
under the Oversubscription Facility were to be made to any shareholder
participating in the Oversubscription Facility who would otherwise hold less
than a minimum holding after the Entitlement Offer to the extent to allow
them to hold a minimum holding; and
(b) in respect of any remaining rights, in the event that demand for the
Entitlement Offer exceeded supply, participants were to be scaled on a pro
rata basis in accordance with their shareholding at the Record Date for their
entitlement.
10.2 Listing Rule 9.2.1
The Company applied to NZXR for a waiver from Rule 9.2.1 so that the Related
Companies could participate in the Placement and act as sub-underwriters to
the Entitlement Offer without obtaining shareholder approval.
NZXR granted the waiver subject to the following conditions:
(a) the terms and conditions on which the Related Companies participate in
the Placement and act as sub-underwriters of the Entitlement Offer were to be
identical to those offered to the other parties who were participating in the
Placement and acting as sub-underwriters;
(b) the directors of the Company, other than Mr Kraus and Mr Wallace, certify
to NZXR that Mr Kraus and Mr Wallace had no part in the negotiation of the
terms of participation in the Placement or as sub-underwriters;
(c) Mr Kraus and Mr Wallace abstain from, and do not participate in any
discussions or approval of the Placement allocations;
(d) the Notice of Meeting in respect of the approval of the acquisition of
Symbion clearly discloses the participation of the Related Companies in the
Placement and as sub-underwriters of the Entitlement Offer; and
(e) the Notice of Meeting in respect of the approval of the acquisition of
Symbion clearly discloses the Related Companies are considered Related
Parties to the Symbion Transaction in respect of Rule 9.2.1.
10.3 Listing Rule 7.12.2
The Company applied to NZXR for a waiver from Rule 7.12.2 to permit the Bonus
Issue Record Date to be six Business Days after the announcement of the Bonus
Issue rather than the stipulated ten Business Days.
NZXR granted the waiver subject to the following conditions:
(a) The Company releases information on the Bonus Issue in the form required
by Rule 7.12.2 on the day of announcement of the Transaction, Wednesday 29
May 2013; and
(b) The Record Date for the Bonus Issue is 6 June 2013.
The conditions of the waiver from Rule 7.12.2 required the Company to provide
the market six Business Days' notice of the Bonus Issue. Within these six
Business Days the market would have at least one day, 31 May 2013, where
trading can occur in order for those who wished to move on or off the Company
share register before the Bonus Issue.
10.4 Listing Rule 7.10.2
The Company applied to NZXR for a waiver from Rule 7.10.2 so that it could
set the closing date for applications under the Entitlement Offer as ten
Business Days after the mailing of letters of entitlement instead of the
twelve Business Days required by Rule 7.10.2.
NZXR granted the waiver subject to the following conditions:
(a) the prospectus and acceptance form contain prominent statements
encouraging shareholders to accept early and utilise direct credit as a
payment option;
(b) the prospectus be posted as soon as practicable after the shareholder
meeting on 14 June 2013 and in any event before the end of 17 June 2013;
(c) The Company files an appendix 7 confirming the offer timetable as soon as
a waiver is finalised and release to the market copy of the prospectus, and
post a copy on its website, promptly after registration; and
(d) letters of entitlement and the prospectus be sent by fast post to those
outside Auckland (being the place the Company's share registrar/mail house
are located).
11 A complete copy of the waivers referred to above can be found at
www.ebos.co.nz or at www.nzx.com under the EBO code.
Yours faithfully
EBOS GROUP LIMITED
Dennis Doherty
Chief Financial Officer
End CA:00241370 For:EBO Type:ANNREP Time:2013-09-20 11:18:34
