Bega Cheese Limited ACN 008 358 503 (ASX : BGA) (“Bega Cheese”, “BGA”) is pleased to announce the successful completion of the retail component (“Retail Entitlement Offer”) of its underwritten 1 for 4.5 pro-rata accelerated non-renounceable entitlement offer (“Entitlement Offer”) of new fully paid ordinary shares in Bega Cheese (“New Shares”), raising approximately $115 million.
Together with the institutional placement (“Placement”) and institutional component of the Entitlement Offer, Bega Cheese has raised a total of approximately $401 million. As announced on Thursday, 26 November 2020, the proceeds will be used to partly fund the acquisition of all of the shares in Lion Dairy & Drinks Pty Ltd (“LD&D”) for a net acquisition price of $534 million.1
The Retail Entitlement Offer closed at 5:00pm (Sydney time) on Monday, 14 December 2020. Bega Cheese received valid applications from eligible retail shareholders under the Retail Entitlement Offer (Eligible Retail Shareholders) for approximately 9.9 million New Shares (for approximately $46 million), representing a take up rate of approximately 40%. In addition, valid applications from Eligible Retail Shareholders for approximately 2.5 million New Shares (for approximately $12 million) were accepted under the Oversubscription Facility, increasing the total take up rate to approximately 50%.
Approximately 12.6 million New Shares were not taken up under the Retail Entitlement Offer and will be allocated to sub-underwriters of the Retail Entitlement Offer.
Approximately 25 million New Shares to be issued under the Retail Entitlement Offer are expected to be allotted on Monday, 21 December 2020 and will trade on the ASX on a normal settlement basis on Tuesday, 22 December 2020.
Holding statements are expected to be despatched on Wednesday, 23 December 2020.
Further information about the Retail Entitlement Offer is provided in the ASX announcement and equity raising investor presentation provided by Bega Cheese to the ASX on Thursday, 26 November 2020.
Important Notice and Disclaimer
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer or solicitation would be illegal. Neither the Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, to persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities law of any state or other jurisdiction of the United States.
This announcement may not be released or distributed in the United States.
This announcement includes “forward-looking statements” within the meaning of the securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “likely”, “should”, “could”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “project”, “forecast”, “guidance” or other similar words, and include statements regarding certain plans, unknown risks, uncertainties and other factors, many of which are outside the control of Bega Cheese, and its directors, officers, employees, agents, affiliates or advisors. Any forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of Bega Cheese and its directors, officers, employees, agents, affiliates or advisors. This includes any statements about market and industry trends, which are based on interpretations of current market conditions.
Forward-looking statements may assume the success of BGA’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond Bega Cheese’s control and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise.
Actual results, performance or achievements may vary materially from any projections and forward- looking statements and the assumptions on which those statements are based. You are cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic. To the maximum extent permitted by law, BGA (including its subsidiaries), and its directors, officers, employees, agents, affiliates and advisers:
- disclaim any obligations or undertaking to release any updates or revisions to the information in this announcement to reflect any change in expectations or assumptions;
- do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information in this document, or likelihood of fulfilment of any forward- looking statement or any event or results expressed or implied in any forward-looking statement; and
- disclaim all responsibility and liability for the information contained in this announcement including any forward-looking statements (including, without limitation, liability for negligence).
Nothing contained in this announcement shall form the basis of any contract or commitment, or constitute 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 taken on the basis of the information.
This announcement has been authorised for release by the Executive Chairman of Bega Cheese.
1 Net acquisition price represents gross sale price of $560 million less a $26 million deduction for IT separation costs (net of tax).
For further information please contact:
Bega Cheese Limited
ABN 81 008 358 503
02 6491 7720
Mr David Williams
Kidder Williams Limited
ABN 81 117 667 204
0414 383 593