GUD Holdings Limited (“GUD” or the “Company”) is pleased to announce the successful completion of its placement of ordinary shares to institutional investors (the “Institutional Placement”), as previously announced to the market on Thursday, 19 November 2020.
The Institutional Placement raised approximately $55 million through the issue of approximately 4.9 million new fully paid GUD shares (“New Securities”) at a final issue price of $11.25 per New Security, representing a 4.9% discount to GUD’s last traded share price on Wednesday, 18 November 2020.
The final issue price of $11.25 per New Security represents a premium to the previously announced fully underwritten floor price of $10.75 per New Security. GUD received strong interest from both existing institutional shareholders and new investors with demand to participate in the Institutional Placement being significantly greater than the funds that GUD sought to raise.
Eligible institutional shareholders who bid for an amount less than or equal to their ‘pro rata’1 share of New Securities were allocated their full bid on a best endeavours basis. The balance of New Securities under the Institutional Placement were allocated to a combination of existing and new investors having regard to number of factors including but not limited to existing investors’ long term support for GUD, bid size and timeliness of the bid.
Managing Director and Chief Executive Officer, Mr Graeme Whickman said, "We are delighted with the very strong support from existing shareholders and pleased to welcome new high-quality institutional investors onto the register. The successful completion of the Institutional Placement demonstrates the support from the market for our growth strategy. The acquisition of ACAD presents a strategic opportunity to drive further shareholder value."
The proceeds received from the Institutional Placement will be used to assist in funding GUD’s acquisition of AMA Group’s Automotive Components and Accessories Division excluding FluidDrive Holdings (“ACAD”), further details of which are provided in the investor presentation lodged with the ASX on 19 November 2020.
1 For this purpose, an eligible institutional shareholder’s ‘pro rata’ share of New Securities under the Institutional Placement was estimated by reference to GUD’s latest available beneficial register which shows a historical holding at 11 November 2020 and which is not necessarily fully up to date, but without undertaking any reconciliation processes. Unlike in a rights issue, this may not truly reflect the participating shareholder’s actual pro rata share of the New Securities under the Institutional Placement. Nothing in this release gives a shareholder a right or entitlement to participate in the Institutional Placement and GUD had no obligation to reconcile assumed holdings (e.g. for recent trading or swap positions) when determining a shareholder’s ‘pro rata’ share of New Securities under the Institutional Placement. Institutional investors who do not reside in Australia or other eligible jurisdictions were not able to participate in the Institutional Placement. GUD and Macquarie disclaim any duty or liability (including for negligence) in respect of the determination of a shareholder’s ‘pro rata’ share of New Securities under the Institutional Placement.
Normal trading of GUD shares on the ASX will resume from market open today. Settlement of New Securities is expected on Tuesday, 24 November 2020. Allotment and normal trading of New Securities is expected on the following business day, Wednesday, 25 November 2020.
Share Purchase Plan
As previously announced, a Share Purchase Plan (“SPP”) will follow the Institutional Placement, under which eligible existing GUD shareholders will be able to acquire New Securities in the Company. GUD is seeking to raise approximately $15 million2 under the SPP. The record date for the SPP is 7.00pm (Sydney time), Wednesday, 18 November 2020.
The SPP offer period will be open from Wednesday, 25 November 2020 and will close at 5.00pm (Sydney time), Tuesday, 15 December 2020, subject to GUD’s discretion to amend these dates. Participation in the SPP is optional and GUD reserves the right to scale back any application under the SPP. New Securities issued under the SPP will rank equally with existing shares of GUD from their date of issue.
Eligible shareholders will be entitled to subscribe for up to $30,000 worth of New Securities through the SPP, subject to the terms and conditions of the SPP which will be set out in a letter to eligible shareholders and an SPP Offer Booklet which are expected to be made available to eligible shareholders on Wednesday, 25 November 2020.
1 For this purpose, an eligible institutional shareholder’s ‘pro rata’ share of New Securities under the Institutional Placement was estimated by reference to GUD’s latest available beneficial register which shows a historical holding at 11 November 2020 and which is not necessarily fully up to date, but without undertaking any reconciliation processes. Unlike in a rights issue, this may not truly reflect the participating shareholder’s actual pro rata share of the New Securities under the Institutional Placement. Nothing in this release gives a shareholder a right or entitlement to participate in the Institutional Placement and GUD had no obligation to reconcile assumed holdings (e.g. for recent trading or swap positions) when determining a shareholder’s ‘pro rata’ share of New Securities under the Institutional Placement. Institutional investors who do not reside in Australia or other eligible jurisdictions were not able to participate in the Institutional Placement. GUD and Macquarie disclaim any duty or liability (including for negligence) in respect of the determination of a shareholder’s ‘pro rata’ share of New Securities under the Institutional Placement.