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Aegros Limited proposes to issue debentures in a series of tranches up to an aggregate face value of AUD25 million for subscription by investors

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SYDNEY, March 12, 2024 /PRNewswire/ — Aegros Limited ACN 618 589 101 (the Issuer) proposes to issue debentures (in the form of loan notes) in a series of tranches up to an aggregate face value of AUD25 million of (Debentures) for subscription by investors (Investors). The Issuer will invest the proceeds of calls to be made under the Debentures to fund eligible non-equipment research and development expenditure under the Australian Government’s Research and Development Tax Incentive program and in the development of a biotechnology facility in Australia.

The Issuer is part of the Aegros Group, a leading biotechnology company developing better and more sustainable products to treat life threatening diseases.

The Debentures will typically be on more flexible lending terms than loan terms offered by the mainstream banks and thereby aim to achieve an enhanced return for the Investors.

The Debentures will be provided under the following tranches:

  • Tranche 1A: AUD10,000,000;
  • Tranche 1B: AUD5,000,000;
  • Tranche 2: AUD10,000,000,

and with a facility term up to 12-months.

Investors will earn 16.00% p.a. payable on drawn balances, calculated daily and paid monthly in arrears.

The Debentures will only be available to Investors who qualify as ‘wholesale clients’ for the purposes of section 761G of the Corporations Act 2001 (Cth) (Act). The Issuer has appointed FC Funds Management Pty Limited ACN 161 055 152 (AFSL 431245) (FC Capital) as its intermediary under section 911A(2)(b) of the Act for the purposes of FC Capital making offers to Investors to arrange for the issue, variation or disposal of the Debentures. The Issuer may only issue, vary or dispose of such Debentures in accordance with such offers, provided they are accepted.

FC Capital is a leading alternative asset management firm based in Australia with expertise in private credit and specialty real estate and has provided unique investment offerings to wholesale and sophisticated investors in Australia, Asia, North America and Europe for over 12 years.

The Issuer is seeking expressions of interest from prospective Investors for participation in the proposed Debenture issue to be undertaken in early to mid-2024.

A summary of the proposed Debenture issue is provided below.

For expressions of interest and further information, interested Investors are invited to contact Kieran McKee on +61 2 9072 9474 or at [email protected]. Interested Investors should also notify the scale of their prospective interest in the Debenture issue and any terms / conditions required in relation to that prospective investment. 

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The information provided in this Request for Expressions of Interest is general information only and does not take into account the investment objectives, financial situation or particular needs of any Investor or potential Investor. Persons considering acquiring Debentures should obtain independent advice tailored to their personal circumstances before making any investment decision in relation to the Debentures. The Issuer has been appointed by FC Capital as its corporate authorised representative under its Australian Financial Services Licence (AFSL) for the purposes of issuing this Request For Expression of Interest. The Issuer does not hold an AFSL and is not itself licensed to provide financial product advice in relation to an investment in Debentures. Investors considering making an investment in Debentures should read this document carefully before making a decision to acquire Debentures.  No cooling off rights apply in relation to the issue of Debentures.

 Summary of the Proposed Debenture Issue

Parties

The Issuer / Borrower

Aegros Limited

Guarantors

Aegros Therapeutics Pty Limited ACN 003 131 548

Aegros Engineering Pty Limited ACN 623 563 100

Aegros Membranes Pty Limited ACN 624 585 299

Aegros Advanced Adhesives Pty Ltd ACN 670 911 403

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and all subsequently established subsidiaries of the Borrowers subject to a 95% EBITDA and 95% Total Assets Guarantor Coverage test

Group

All Borrowers, Guarantors, and subsidiaries of Aegros Limited

The Arranger

FC Funds Management Pty Limited ACN 161 055 152

Structure

Facility Tranche 1

Senior Secured R&D & Working Capital Facility

Facility Tranche 2

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Senior Secured R&D & Working Capital Accordion Facility

Security Ranking

The Facility will be first ranking senior secured over all Borrowers and all subsidiaries subject to a 95% EBITDA and 95% Total Assets Guarantor Coverage test

Facility Limit

AUD25,000,000 (twenty-five million dollars)

Tranche 1 Limit

AUD15,000,000 (fifteen million dollars)

Tranche 1A Sub-Limit

AUD10,000,000 (ten million dollars)

Tranche 1B Sub-Limit

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AUD5,000,000 (five million dollars)

Tranche 2 Limit

AUD10,000,000 (ten million dollars)

Facility Term

12 months from first drawdown

Financial Close

The date upon which all Conditions Precedent are met or waived by the Investors at their absolute discretion

Purpose

To fund accrued non-equipment R&D Tax Offset Refunds (R&DTOR) available to the Borrower from the Australian Tax Office (ATO) and fund the completion of the HaemaFrac ® facility at 6 Eden Park Drive, Macquarie Park, NSW 2113, Australia

Facility Currency

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Investors may elect to provide their commitments in either AUD or USD with formal documentation to incorporate relevant mechanisms and may include provision to the Borrower of both AUD and USD tranches

Facility Tranche 2 Mechanism

 

The Borrower must in the first instance approach existing Investors to provide the Tranche 2 Facility on the same terms and conditions as Facility Tranche 1. The existing Investors will have 4 weeks to provide credit approvals to the Borrower. If Investors do not provide approvals within this timeframe, the Borrower may approach new Investors to provide the facility

Borrowing Base

 

Availability is subject to the Borrowing Base calculated as follows:

  • A – (B + C) + D + E = F
  • A = 85% of the non-equipment R&DTOR which has been accrued but not yet received as detailed in the Review Letter.
  • B = Current outstanding of the Facility
  • C = Any clawback amount advised by the ATO or taxes otherwise due to the ATO.
  • D = Orderly Liquidation Value of Property, Plant & Equipment per the Valuation Report
  • E = 5% of the total Share Capital as at the date of the Utilisation Request
  • F = The amount available for drawdown

Availability

Available for drawdown until 30th September 2024 subject to Conditions Precedent to Drawdown and the Borrowing Base being satisfied

Drawdown

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Tranche 1A is to be fully drawn at Financial Close

 

Tranche 1B is subject to the Borrower raising an additional USD$5 million minimum equity capital by 31st March 2024

Tranche 2 is subject to the Borrower raising an additional USD$15 million by 30th June 2024

Repayment

The Borrower may repay the Facility upon giving no less than 2 Business Days’ notice. Any repayment shall be subject to a minimum of AUD1,000,000

Cancellation

All repayment amounts will be a cancellation of the Facility Limit and not available for redraw

Interest & Fees

Arranging Fee

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1.00% (plus GST) of the Tranche 1 Limit payable on Financial Close to Investors

Interest Rate

16.00% per annum payable on drawn balances, calculated daily and paid monthly in arrears

Unutilised Commitment Fee

2.95% per annum payable to Investors on the undrawn balance of the Tranche 1B Sub-Limit, calculated daily and paid monthly in arrears

Default Interest

Interest Rate plus 2.00% per month on drawn balances for periods in which an Event of Default is subsisting

Minimum Earn

The Facility is subject to a minimum earn of 9 months interest on the Tranche 1 Limit (the Minimum Earn doesn’t include any amount received in relation to the Arranging Fee, Work Fee and Due Diligence Fee)

Cessation of Business Fee

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If the Borrower ceases business and an administrator or liquidator is appointed, a fee equivalent to 10% of the Facility Limit at the time of appointment will be payable to the Investors and become senior secured debt

Review Events & Events of Default

Review Events

The occurrence of a Review Event will automatically facilitate a 14-day review and discussion period between the Borrowers and Investors. If at the end of this 14-day period, the Investors acting reasonably are not satisfied with the outcome of these discussions, they may declare all monies due and payable subject to a notice period of 7 days

Events of Default

 

The occurrence of an Event of Default, subject to remedy period of 10 Business Days where the breach is capable of remedy, will entitle the Investors to declare that the amounts owing are immediately due and payable and/or its obligations under the Facility are terminated

Security & Documentation

Security

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  • First ranking General Security Agreement (GSA) over all Borrowers and all subsidiaries. For the avoidance of doubt, this includes a charge or control over the Payment Account;
  • Mortgage of Lease over the property at 6 Eden Park Drive, Macquarie Park, NSW 2113, Australia;
  • Consent to Mortgage of Lease over the property at 6 Eden Park Drive, Macquarie Park, NSW 2113, Australia; and
  • Directors’ fraud indemnity

Conditions

Condition(s) Precedent

The following conditions are to be met ahead of completion

  • Satisfactory due diligence
  • Perfected GSA over the Borrower, Guarantors, and subsidiaries
  • Entry in final Facility Agreement and security documents

Condition(s) Precedent to each drawdown

 

The following conditions are to be met ahead of each drawdown:

  • no Events of Default, potential Event of Default or Review Event is in subsistence

Others

Other matters

The legal documentation will include other issues not covered above that are normal for lending facilities of this type, including but not limited to:

  • Representations and warranties
  • Positive and negative undertakings; and
  • Rights for the Investor to syndicate or assign some or all of the Facility to a third-party

Governing Law

New South Wales, Australia

 

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ADFW Unveils Full Agenda for 2024 Edition, One of the Most Impactful Financial Gatherings of the Year

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ABU DHABI, UAE, Nov. 27, 2024 /PRNewswire/ — Abu Dhabi Finance Week (ADFW) has unveiled a compelling agenda for this year’s event that will take place from 9th to 12th December 2024. ADFW 2024 – ADGM’s flagship event with ADQ as its headline partner – is one of the most anticipated financial gatherings this year, with a lineup of industry-shaping events, influential speakers, and strategic forums that will explore the theme of ‘Welcome to the Capital of Capital.’

 

 

This third edition is in keeping with ADFW’s tradition of convening some of the most renowned global financial leaders, investors, policymakers, and thought leaders to address and analyse topics such as economic, human, cultural, environmental and technological capital, that make Abu Dhabi the ‘Capital of Capital’. The agenda for 2024 includes over 60 main and side events, more than 350 thematic sessions and approximately 600+ speakers. The event expects a gathering of over 20,000 attendees from around the world, representing over USD 30 trillion in managed assets.

Commenting on ADFW’s exceptional agenda, His Excellency Ahmed Jasim Al Zaabi, Chairman of ADGM and ADDED said, “Abu Dhabi Finance Week has firmly established itself as a global platform that attracts the most influential professionals in the finance industry from across the world. This year’s agenda for ADFW is a testament to Abu Dhabi’s position as a leading international financial hub, where innovation and collaboration drive progress for the Falcon Economy. ADFW continues to create unparalleled opportunities for meaningful dialogue, shaping strategies that strengthen resilience and growth in today’s evolving economic landscape, welcoming them to the ‘Capital of Capital’.”

Key forums, including the Abu Dhabi Economic Forum, Asset Abu Dhabi, RESOLVE 2024, Fintech Abu Dhabi, and the Abu Dhabi Sustainable Finance Forum (ADSFF) will return this year. New events for 2024 include the UBS Investment Forum, the China UAE Investment Summit with HSBC, the Islamic Finance Summit, the Spear’s Private Wealth Summit, and the Abu Dhabi Capital Markets Showcase.

Day 1: Opening Ceremony and Abu Dhabi Economic Forum
The official opening ceremony is on 9th December in the presence of esteemed members of Abu Dhabi’s leadership, heads of leading global investment and financial firms and other VIPs from the financial industry.

Abu Dhabi Economic Forum, a high-level leadership gathering, will feature in-depth discussions on the current state of and prospects for the Falcon Economy. It will bring together senior members of the Abu Dhabi government and prominent figures from the private sector, representing key industries. Speakers include the CEOs of Blackrock, Morgan Stanley, HSBC, Citigroup, BNY, Lunate, First Abu Dhabi Bank (FAB) and Aldar. ADEF Private Leadership Forum, Abu Dhabi Capital Markets Forum, the UBS Investor Forum and the prestigious ADFW Gala Dinner are a few of the major sub-events scheduled for the day. 

Day 2: Asset Abu Dhabi and RESOLVE
The second day starts with Asset Abu Dhabi in association with ADCB, Mubadala and PGIM Global Asset Management. Bringing together asset allocators, asset managers, investment bankers, venture capitalists, private equities, family offices and other institutional investors, collectively managing over USD 30 trillion in assets, the event will see industry titans such as Ray Dalio, Robert Smith – Founder, Chairman & CEO at Vista Equity Partners, Aron Landy – CEO at Brevan Howard, and Bill Huffman – CEO at Nuveen take to the stage.

RESOLVE will also be held on this day, in collaboration with the Judicial Department. Under the theme ‘Resilience’, the event is set to host impactful conversations among key stakeholders from the global dispute resolution community and leaders from government, industry, and academia.

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Day 3: Fintech Abu Dhabi and Global Financial Regulators Summit
Fintech Abu Dhabi, the Middle East’s largest fintech festival, will spotlight innovations in AI, digital security, and blockchain technology. Breakout events like Blockchain Abu Dhabi, RISK 4.0 Forum, Islamic Finance Summit and the AI Abu Dhabi Forum will showcase the transformative potential of emerging technologies. Leading voices, including Jeremy Allaire – CEO and Founder of Circle, Richard Teng – CEO of Binance, and Caroline Pham – U.S. CFTC Commissioner, will discuss the evolving landscape of financial technology.  

The Global Financial Regulator Summit also returns as a closed-door gathering of international senior regulatory bodies and representatives from the MENA region, the European Union, the UK, Asia and the USA to discuss the approach to the opportunities and challenges presented by the rise of AI.

Day 4: ADSFF
Exactly one year after hosting its last edition at COP28, the Abu Dhabi Sustainable Finance Forum (ADSFF) will be held on the concluding day of ADFW to conduct discussions on sustainable finance, impact investing, and net-zero commitments. It will bring together impactful voices like H.E. Carme Artigas Brugal, Co-Chair of the AI Advisory Body at the United Nations, Sheikha Shamma bint Sultan bin Khalifa Al Nahyan, Jonathan Dean of AXA IM and H.E. Majid Al Suwaidi, CEO of Alterra underscoring Abu Dhabi’s commitment to sustainability and green finance.

Curated side events include ‘Women in Finance’ and the ADFW Venture Park.

For more information on the agenda please visit What’s Happening in ADFW | Agenda – Abu Dhabi Finance Week 

Register for Abu Dhabi Finance Week 2024 at Get your ticket – Abu Dhabi Finance Week

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Comviva appoints Raja Mansukhani to accelerate growth and transformation

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NEW DELHI, Nov. 27, 2024 /PRNewswire/ — Comviva, a global leader in digital transformation solutions, specializing in customer experience management, data monetization, and mobile financial services, today announced the appointment of Raja Mansukhani as its Chief Strategy, Technology, and Transformation Officer. In this key role, Raja will drive the execution of strategic initiatives that are central to Comviva’s transformation and the realization of its ambitious Comviva 2.0 vision.

Raja brings over two decades of leadership experience across IT, telecommunications, fintech, and digital platforms. He has led organizations through large-scale business and operational transformations, market expansions, and the launch of innovative products and technologies in diverse global markets. Prior to joining Comviva, Raja was the CEO of a Digital Platforms company within the Axiata Group.

Welcoming Raja to the Comviva leadership team, Rajesh Chandiramani, Chief Executive Officer at Comviva, said, “We are thrilled to have Raja on board during this transformative phase for Comviva. His deep industry knowledge and proven ability to drive growth and innovation align perfectly with our vision for Comviva 2.0. Raja’s leadership will be instrumental in shaping our strategic direction and technology roadmap, as we continue to deliver cutting-edge digital solutions for our customers worldwide.”

Raja Mansukhani shared his enthusiasm about joining the Comviva team, stating, “I am honored to be part of Comviva, a company renowned for its pioneering solutions and steadfast commitment to a customer-centric approach. As the industry undergoes rapid transformation, this is an exciting opportunity to lead strategic initiatives alongside a talented team that will unlock new opportunities and accelerate Comviva’s growth while delivering differentiation and significant value creation for our customers. As a team, we will drive innovation, foster value-driven transformation, and work towards achieving the bold objectives of Comviva 2.0.”

With Raja’s appointment, Comviva reaffirms its commitment to delivering innovative, customer-first solutions while accelerating its transformation efforts to stay ahead in the rapidly evolving digital economy.

As part of its strategic growth, Comviva is enhancing its capabilities in digital commerce, data monetization, and customer experience solutions. By focusing on partnerships with technology leaders and hyperscalers, and advancing operational excellence across MarTech, FinTech, DigiTech, and RevTech, Comviva is positioning itself as a catalyst for innovation. These initiatives align with the company’s vision to lead the digital transformation journey, empowering businesses to unlock new revenue streams and deliver exceptional customer value.

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LONGi and IUCN jointly release the Initiative of Advancing Climate Action and Biodiversity Conservation with Photovoltaic

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XI’AN, China, Nov. 27, 2024 /PRNewswire/ — From November 11th to 22nd, the 29th Conference of the Parties (COP29) to the United Nations Framework Convention on Climate Change took place in Baku, the capital of Azerbaijan. LONGi, in conjunction with the International Union for Conservation of Nature (IUCN), released the “Initiative of Advancing Climate Action and Biodiversity Conservation with Photovoltaic”. LONGi’s Vice President and Chief Sustainability Officer Zhang Haimeng, IUCN Deputy Director General Stewart Maginnis, and Ant Group Director of Sustainable Development Wang Xiaoying attended and witnessed the event.

The United Nations Environment Programme (UNEP) released a report highlighting that climate change, biodiversity loss, and environmental pollution are the three major global environmental challenges. As a leading global solar energy company, LONGi recognizes that innovation and development of renewable energy technologies such as solar power are not only crucial for reducing greenhouse gas emissions but also vital for the protection of ecosystems and biodiversity. After releasing Climate Action White Papers at COP conference for three consecutive years starting in 2021, LONGi, in collaboration with IUCN at COP29 this year, has taken corporate climate action to a new level by integrating it with biodiversity conservation efforts.

The initiative includes calls for companies to develop and implement climate and biodiversity protection measures in accordance with international multilateral environmental agreements (MEAs) and global standards, including the Convention on Biological Diversity, the United Nations Convention to Combat Desertification, the United Nations Framework Convention on Climate Change, and the Kunming-Montreal Global Biodiversity Framework. It also encourages following global best practices to ensure that all activities meet global climate and biodiversity protection requirements, adopting environmentally friendly methods in the design, construction, and operation of renewable energy projects, improving energy efficiency, and increasing the proportion of clean energy use. The initiative advocates for companies to establish a corporate culture for biodiversity conservation and to promote international cooperation, sharing, and dissemination of global best practices through partnerships.

IUCN Deputy Director General Stewart Maginnis stated in his speech that LONGi, as a leading company in the photovoltaic industry, is actively responding to the IUCN’s guidelines on the biodiversity impact of solar energy projects by releasing this initiative. We believe that the initiative can inspire broader industry and societal actions and will encourage more companies and organizations to participate in the development and application of renewable energy while also taking measures to mitigate their impact on the natural environment.

As biodiversity becomes an increasingly global concern, LONGi has been continuously focusing on how to use photovoltaic technology to promote biodiversity conservation since the 15th Conference of the Parties (COP15) to the United Nations Convention on Biological Diversity, which began in Kunming, Yunnan in 2021, and has actively put this into practice. During the COP28 conference, LONGi announced its “Zero-Carbon Life Plan for Pandas”, donating a distributed photovoltaic power station to the Qinling Giant Panda Conservation and Breeding Research Base in Foping, adopting a Qinling giant panda for life, and providing photovoltaic products and off-grid technology to support wildlife monitoring equipment in the protected area. Earlier, in 2022, LONGi donated photovoltaic modules to the Acquila Wildlife Conservation Base in South Africa, which not only provided daily electricity for the reserve but also clean water sources for wildlife, giving Acquila more possibilities for sustainable ecological operations.

In Duyun City, Guizhou Province, China, a 500kW “Solar +Tea Complementary Project” was established using LONGi photovoltaic products, exploring the application scenarios of photovoltaic technology in traditional tea gardens; the “Solar +Tea Complementary Project” model was also replicated in Pu’er City, Yunnan Province. In the world-famous Kubuqi Desert in Inner Mongolia, two photovoltaic power stations of 336kW and 338kW were built, with LONGi’s products helping arid areas achieve green ecological development with “generating electricity on the panels, planting under the panels, and breeding between the panels.”

Zhang Haimeng pointed out that as a leading global nature conservation organization, IUCN possesses extensive professional knowledge, a broad international network, and successful experiences on a global scale. This collaboration between LONGi and IUCN to release the biodiversity conservation initiative further refines and accelerates LONGi’s biodiversity practices. Through joint actions with IUCN, LONGi expects to more effectively promote global partners, policymakers, and the public’s understanding of the importance of biodiversity conservation, and to learn from excellent biodiversity protection projects such as Ant Group’s “Ant Forest,” actively taking effective measures to address global ecological challenges together. At the same time, as a leading global provider of green energy solutions, the photovoltaic technology and solutions that LONGi possesses can provide effective support for IUCN’s conservation actions.

“All things grow, and life is continuous. We call on humanity to join hands in protecting the Earth’s biodiversity and achieving harmonious coexistence between humans and nature. This is not just an initiative, but a call to action, looking forward to everyone contributing to the protection of biodiversity and the maintenance of ecological balance,” said Zhang Haimeng.

About LONGi

Founded in 2000, LONGi is committed to being the world’s leading solar technology company, focusing on customer-driven value creation for full scenario energy transformation.

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Under its mission of ‘making the best of solar energy to build a green world’, LONGi has dedicated itself to technology innovation and established five business sectors, covering mono silicon wafers cells and modules, commercial & industrial distributed solar solutions, green energy solutions and hydrogen equipment. The company has honed its capabilities to provide green energy and has more recently, also embraced green hydrogen products and solutions to support global zero carbon development. www.longi.com

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