Verbrec Capital Raise - Announcement
Released
Released
Announcement PDF
ASX Announcement
20 November 2023
Verbrec Capital Raise
•
Verbrec successfully allocates $1.99 million in a placement which was strongly
supported by institutional, sophisticated and strategic investors
•
Launch of a pro-rata entitlement offer to raise up to approximately $2 million
Verbrec Limited (ASX : VBC) (Verbrec or the Company) a leading engineering,
training, mining technology and infrastructure services business executing work
across Australia, New Zealand, PNG and Pacific Islands, today announces a
successful placement allocation to institutional, sophisticated and strategic investors
(Placement) and the launch of a pro-rata entitlement offer to raise up to $2 million
(Entitlement Offer) (together, the Capital Raising).
Capital Raising
The Company has successfully placed 33,150,000 of ordinary fully paid shares in
Verbrec (Shares) shares at a price of $0.06 per Share securing a total of $1,989,000.
The Placement was completed utilising the placement capacity available to the
Company under Listing Rule 7.1. The Placement price represents a 29% discount to
the volume weighted average price of ASX:VBC ordinary shares for the 10 days prior
to its trading halt on 16 November 2023.1
In addition, the Company today announces the launch of a non-renounceable prorata entitlement offer to existing eligible shareholders in Australia and New Zealand
of 1 new Share for every 6.5 existing Shares held on the record date, being
23 November 2023. The price of the Entitlement Offer will be the same as the
Placement.
The Entitlement Offer is non-renounceable. Shareholders who do not take up their
entitlements will not receive any value in respect of those entitlements they do not
take up.
In addition to being able to apply for new Shares under the Entitlement Offer, eligible
shareholders will also have the ability to apply for additional new Shares in excess of
their entitlements under a top-up facility.
The Entitlement Offer booklet, including personalised entitlement and acceptance
forms will be dispatched to eligible shareholder on 27 November 2023.
The new Shares issued will rank equally with existing Shares of the Company on issue.
If there is a shortfall in the Entitlement Offer, existing and new institutional investors
and senior management of the Company, have pre-committed to taking up their
entitlements in the Entitlement Offer and/or a first right over any shortfall up to a total
pre-commitment of approximately $1.2 million. To the extent there is any further
1 10 Day VWAP = $0.0847
Verbrec Limited
Share Registry
ASX : VBC
ACN: 127 897 689
Computershare Investor Services Pty Ltd
Ph: +61 3 9415 4000
Verbrec.com
computershare.com
shortfall, the Directors reserve the right to place the shortfall within three months of
the date of the Entitlement Offer.
Director, CEO and Management Participation
It is a testament to the actions taken by the new CEO, Mark Read, reinvigorating the
management team and improving the performance of the Company in Q1 FY2024,
that the Directors and the majority of senior management have participated in the
initial Placement or intend to participate in the placement of the Entitlement Offer
shortfall.
The issue of Shares to the Directors of the Company as part of the Placement will be
subject to shareholder approval at an extraordinary general meeting, proposed to
be held before the end of Q3 FY2024.
The CEO of the Company also participated in the Placement, and it is expected that
the majority of the Company’s senior management team will participate during the
placement of any shortfall of the Entitlement Offer.
Use of Funds
The Company has today also published an investor presentation in relation to the
capital raise.
As highlighted therein, the Company intends to use the funds to:
1. Invest in the growth of core areas of its business;
2. Provide working capital for general operational efficiencies, covering the
costs of the divestment of parts of the Company’s training business and
pursuing recovery of fees related to the final poor performing legacy project;
and
3. Reduce the Company’s net debt position and minimise, as far as reasonably
practicable and prudent, the Company’s debt draw.
In the investor presentation the Company also provides for actions already taken to
improve the Company’s net financial position, areas of growth for each of its core
business units and Verbrec’s approach to enabling a sustainable future for Verbrec,
our Clients and their Customers.
Advisers
Veritas Securities Limited (Veritas) acted as lead manager for the Capital Raising.
The Company has agreed to issue 4,000,000 options to acquire Shares to Veritas
(Broker Options), as well as issue to Veritas (or other designated broker groups) one
Broker Option for every $1.00 placed in a shortfall bookbuild or any subsequent
placement of the shortfall of the Entitlement Offer. The Broker Options have an
exercise price of $0.09 and expire two years from the date of issue. The issue of the
Broker Options will be subject to shareholder approval for the purposes of ASX listing
rule 7.1.
- ends –
Verbrec Limited
Share Registry
ASX : VBC
ACN: 127 897 689
Computershare Investor Services Pty Ltd
Ph: +61 3 9415 4000
Verbrec.com
computershare.com
Authorised for release by the Board of Directors of Verbrec Limited.
Company Enquiries
Investor Relations
Media Enquiries
Phillip Campbell
Joel Voss
Joel Voss
Chairperson
Company Secretary
Company Secretary
Phillip.Campbell@verbrec.com
Investors@verbrec.com
Investors@verbrec.com
About Verbrec Limited
Verbrec is a leading engineering and project services company that supports customers across Australia, New
Zealand, PNG and beyond. The Company serves the energy, infrastructure, and mining industries through their
technical specialties; asset management, automation and control, pipelines, power, process plant and training, with
capabilities that span across the entire life cycle of an asset. Verbrec is an Australian Securities Exchange listed
company (ASX:VBC).
Verbrec Limited
Share Registry
ASX : VBC
ACN: 127 897 689
Computershare Investor Services Pty Ltd
Ph: +61 3 9415 4000
Verbrec.com
computershare.com
Share your feedback
Discover