Gentrack Group Limited (“Gentrack”) (NZX/ASX: GTK) is pleased to advise that it has successfully completed the institutional entitlement offer component (“Institutional Entitlement Offer”) and the institutional shortfall bookbuild component (“Institutional Shortfall Bookbuild”) of its underwritten 1 for 5.77 pro-rata accelerated entitlement offer (“Offer”) of new fully paid ordinary shares in Gentrack (“New Shares”) announced on Wednesday 4 July 2018. A total of approximately NZ$90 million will be raised under the Offer.
Institutional Entitlement Offer
The Institutional Entitlement Offer closed on Thursday, 5 July 2018 and raised gross proceeds of approximately NZ$31.5 million, including entitlements attributable to the pre-committed shareholders.
Gentrack received strong support from Eligible Institutional Shareholders electing to take up 79% of their entitlements, after excluding two directors with significant shareholdings. Total take-up under the Institutional Entitlement offer was 60%, with Hg subscribing for its full entitlement and Gentrack Chair, John Clifford, subscribing for NZ$2.5m worth of New Shares under the Offer.
Institutional Shortfall Bookbuild
The Institutional Shortfall Bookbuild of 3.4 million entitlements was well supported with strong interest from institutional shareholders and broker firm clients, achieving a clearing price of NZ$6.69 per share. The clearing price represents a premium of NZ$0.50 per share (8.1%) over the Offer Price of NZ$6.19, and a discount of NZ$0.19 per share (2.8%) to the theoretical ex-rights price of NZ$6.88. Therefore, Eligible Institutional Shareholders who elected not to take up their entitlements and Ineligible Institutional Shareholders will receive NZ$0.50 for each entitlement not taken up by them (less any applicable taxes).
Amounts payable to Eligible Institutional Shareholders who did not take up their full entitlement or Ineligible Institutional Shareholders with nominated Australian dollar bank accounts will be converted from New Zealand dollars by the Registrar at the prevailing exchange rate for buying Australian dollars using New Zealand dollars at the time of payment. That exchange rate may be different to the exchange rate used to set the Australian dollar Offer Price.
The gross proceeds (excluding the premium) raised in the Institutional Entitlement Offer and Institutional Shortfall Bookbuild is approximately NZ$52.4 million.
Announcement of A$ Offer Price
The Australian dollar price has been set at A$5.69. The Australian dollar Offer Price was determined using the RBNZ AUD/NZD exchange rate on Friday 6 July 2018 at 3.00pm (NZT) / 1.00pm (Sydney time).
Retail entitlement offer
Eligible Retail Shareholders will be invited to participate in the retail entitlement offer component of the Offer (“Retail Entitlement Offer”). The Retail Entitlement Offer will open on Tuesday, 10 July 2018 and close at 7.00pm (NZ time) and 5.00pm (Sydney time) on Thursday, 26 July 2018. Eligible retail shareholders will have the opportunity to participate at the same offer price and offer ratio as the Institutional Entitlement Offer. Eligible Retail Shareholders can choose to take up their entitlement (“Retail Entitlements”) in whole, in part or not at all. Retail Entitlements cannot be traded or sold on the NZX or ASX.
An Offer Document (accompanied by a personalised entitlement and acceptance form) will be sent to Eligible Retail Shareholders on Tuesday, 10 July 2018.
Retail entitlements not taken up by Eligible Retail Shareholders under the Retail Entitlement Offer, and those which would otherwise have been offered to Ineligible Retail Shareholders, will be offered for subscription through a retail shortfall bookbuild (“Retail Bookbuild”) scheduled for Monday, 30 July 2018.
Any proceeds achieved above the Offer Price from the sale of retail entitlements in the Retail Bookbuild will be paid (less applicable taxes) on a pro-rata basis to those Eligible Retail Shareholders who do not take up their entitlements in full or who are ineligible to participate in the Retail Entitlement Offer. There is no guarantee that any amount will be raised for the sale of Retail Entitlements through the Retail Bookbuild.
Further information and shareholder enquiries
Shareholders who have any questions about the Offer are encouraged to read the Offer Document and consult their broker, solicitor, accountant, financial adviser or other professional adviser.