Hi All,
I have a question about the last year CR and its underwriting terms. I know its all done now and it not much relevant anymore, just for the knowledge.
under the booklet
http://galilee-energy.com.au/wp/wp-content/uploads/2017/10/Offer-Booklet.pdf
section 6.10 underwirting
"......the Underwriters have agreed to underwrite the Offer by procuring Applications for any New Shares that are not subscribed for by Eligible Shareholders pursuant to the Offer and Shortfall Offer.
...... The Company has agreed to pay to the Underwriters an aggregate fee of 6% of the total gross amount underwritten by the Underwriters (Underwriting/ Selling Fee).
...... the Underwriters are also entitled to be paid:
(a) a Joint Lead Manager Fee of 1% of the total dollar amount raised in the Placement and the Offer; and
(b) a Placement Fee of 6% of the total dollar amount raised in the Placement. .....
......Gleaneagle, being one of the Underwriters, or its nominee(s), is also entitled to receive 2,500,000 unlisted options to acquire Shares, having an exercise price of 25¢ and expiring at 5:00pm AEST on 31 December 2019."
Isn't the fees terms sound too much in favor of the underwriters? I understand the underwriter need to bear the risk of offer not subscribed by eligible share holders, but further down the paragraphs they more many lines of exception terms:
"......If certain events occur, the Underwriters have the right to terminate the Underwriting Agreement. In summary, these include:
(a) the all ordinances index or the Standard and Poors / ASX 200 Index being, at the close of trading on three consecutive days, 7.5% or more below its respective level as at the close of trading on the trading day prior to the date of the Underwriting Agreement;
(b) the five-day volume weighted average price of Shares is less than 13.5 cents;
.........For the sake of completeness, it is noted that Mr Ray Shorrocks, a director of Galilee Energy, is an employee of one of the Underwriters, Patersons Securities Limited."
With all these terms the risk very minimised. Who is going to subscribe 15c per share if you can by 13.5 on the market? There is almost to me no reason to underwrite with all the exception terms. After all noted the direct of the company is linked to the underwriters, sounds shifty?
I am only new here, perhaps misunderstood something or have missed something. please feel free to comment. Thanks
