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NONI B LIMITED ACN 003 321 579
RETAIL ENTITLEMENT OFFER 39 for 50 accelerated non-renounceable pro rata entitlement offer of Noni B ordinary shares at A$1.25 per New Share
THE ENTITLEMENT OFFER IS FULLY UNDERWRITTEN
Retail Entitlement Offer closes 5.00pm (Sydney time) on 7 September 2016 This is an important document that requires your immediate attention. This document and the accompanying personalised Entitlement and Acceptance Form should be read in their entirety. This document is not a prospectus under the Corporations Act 2001 (Cth) and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, solicitor, accountant or other professional adviser if you have any questions.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
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IMPORTANT NOTICES This Information Booklet is dated Friday 26 August 2016. Capitalised terms in this section have the meaning given to them in this Information Booklet.
The Retail Entitlement Offer is made in accordance with section 708AA of the Corporations Act (as notionally modified by ASIC Class Order 2016/84), which allows entitlement offers to be made without a prospectus. This Information Booklet does not contain all of the information which an investor may require to make an informed investment decision. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.
This Information Booklet should be read in its entirety before you decide to participate in the Retail Entitlement Offer. This Information Booklet is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC.
By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPay® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Information Booklet.
No overseas offering This Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Information Booklet does not constitute an offer to Ineligible Retail Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States.
This Information Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.
No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.
The distribution of this Information Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.
Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Noni B to lawfully receive your Application Monies.
New Zealand The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Noni B with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).
This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.
United States disclaimer None of the information in this booklet or the Entitlement and Acceptance Form that will accompany this booklet when it is despatched to Eligible Retail Shareholders (as set out in the Key Dates section) constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this booklet (or any part of it), the accompanying ASX announcement nor the Entitlement and Acceptance Form when that is to be made available, may be released or distributed directly or indirectly, to persons in the United States.
The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons (including nominees or custodians) who are acting for the account or benefit of a person in the United States, and the New Shares may not be offered, sold or resold in the United States or to, or for the account or benefit of, a person in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction in the United States.
Definitions, currency and time Defined terms used in this Information Booklet are contained in section 6. All references to time are to the time in Sydney (Australia), unless otherwise indicated.
Foreign exchange All references to ‘$’ are AUD unless otherwise noted.
Taxation There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares. Section 5 provides for a general guide to the Australian income tax, goods and
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services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. Noni B recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.
Privacy Noni B collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s shareholding in Noni B.
By submitting an Entitlement and Acceptance Form, you will be providing personal information to Noni B (directly or through the Share Registry). Noni B collects, holds and will use that information to assess your Application. Noni B collects your personal information to process and administer your shareholding in Noni B and to provide related services to you. Noni B may disclose your personal information for purposes related to your shareholding in Noni B, including to the Share Registry, Noni B's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies, You can obtain access to personal information that Noni B holds about you. To make a request for access to your personal information held by (or on behalf of) Noni B, please contact Noni B through the Share Registry.
Governing law This Information Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law of New South Wales, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of New South Wales, Australia.
No representations No person is authorised to give any information or to make any
representation in connection with the Retail Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Retail Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by Noni B or any of its officers.
Past performance Investors should note that Noni B's past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) Noni B's future performance including Noni B's future financial position or share price performance.
Future performance This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of Noni B and certain plans and objectives of the management of Noni B. These forward-looking statements contained in this Information Booklet involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.
Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Noni B, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of Noni B. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Information Booklet in light of those
disclosures. Except as required by law or regulation (including the ASX Listing Rules), Noni B undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.
Risks Refer to the ‘Risk’ section of the Investor Presentation included in section 3 of this Information Booklet for a summary of general and specific risk factors that may affect Noni B.
Trading New Shares Noni B will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Noni B or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.
If you are in any doubt, as to these matters you should first consult with your stockbroker, solicitor, accountant or other professional adviser.
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CHAIRMAN’S LETTER
26 August 2016
Dear Shareholder
As a valued shareholder of Noni B Limited (Noni B), I am pleased to offer you the opportunity to participate in Noni B's recently announced fully underwritten 39 for 50 accelerated non-renounceable pro rata entitlement offer of new Noni B ordinary shares (New Shares) at an offer price of A$1.25 (Offer Price) per New Share to raise approximately A$38 million (Entitlement Offer).
Entitlement Offer and Use of Proceeds On 3rd August 2016, Noni B announced its intention to raise up to A$40 million through the Entitlement Offer. The institutional component of the Entitlement Offer (Institutional Entitlement Offer) was successfully completed before trading in our shares recommenced on 24th August 2016. The Institutional Entitlement Offer raised approximately A$34.5 million.
Attached to this letter is the information booklet (Information Booklet) relating to the retail component of the Entitlement Offer (Retail Entitlement Offer). The Retail Entitlement Offer is expected to raise approximately A$3.6 million. The proceeds of the Entitlement Offer will be applied to partially fund Noni B's equity contribution for the proposed acquisition of CPH Fashion Pty Ltd ACN 089 304 941 (CPH Fashion) and the CPH Subsidiaries (together, the Pretty Girl Fashion Group) (the Acquisition). The Entitlement Offer is fully underwritten.
Further information about these acquisitions, including the strategic and financial benefits from the Acquisition are described in more detail in Noni B's market release and investor presentation lodged with the Australian Securities Exchange (ASX) on 22 August 2016 (and included in this Information Booklet in section 3).
Retail Entitlement Offer Under the Retail Entitlement Offer, Eligible Retail Shareholders have the opportunity to invest at the same price as the institutional investors who participated in the Institutional Entitlement Offer. The number of New Shares for which you are entitled to subscribe under the Retail Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders on 26 August 2016. The Offer Price of A$1.25 per New Share represents a 2.9% discount to Theoretical Ex-Rights Price (TERP)1.
The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX, cannot be sold and are not otherwise transferable. I encourage you to consider this offer carefully.
Other information This Information Booklet contains important information, including:
• ASX announcements relating to the Entitlement Offer and the Acquisition, including the investor presentation referred to above, which was released to the ASX on 22 August 2016, and provides information on Noni B, the Entitlement Offer and key risks for you to consider;
• instructions on how to participate in the Retail Entitlement Offer if you choose to do so, and a timetable of key dates;
• information regarding the personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders, which will detail your Entitlement, to be completed in accordance with the instructions in this Information Booklet and your personalised Entitlement and Acceptance Form; and
• instructions on how to take up all or part of your Entitlement via BPay® or by cheque.
1 The Theoretical Ex-Rights Price (TERP) is calculated by reference to Noni B's closing price of A$1.25 per share on 19 August 2016, being the last trading day prior to the announcement of the Entitlement Offer and has been calculated including the Entitlement Offer shares and the shares to be issued to Consolidated Press Holdings Pty Limited as part of the Transaction. TERP is a theoretical calculation only and the actual price at which Noni B's shares trade immediately after the ex-date of the Entitlement Offer will depend on many factors and may not approximate TERP. The TERP is calculated including the Entitlement Offer shares and CPH consideration shares at $1.25.
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You should carefully read this Information Booklet in its entirety and consult your financial adviser before making your investment decision. In particular, you should read and consider the “Key Risks” section of the Investor Presentation included in Section 3 of this Information Booklet, which contains a summary of some of the key risks associated with an investment in Noni B. If you are uncertain about taking up your Entitlement you should consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.
For further information on the Entitlement Offer you can call the Noni B Entitlement Offer Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday.
The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 7 September 2016. If you do not wish to take up any of your Entitlement, you do not have to take any action.
If you decide to take this opportunity to increase your investment in Noni B please ensure that, before 5.00pm (Sydney time) on 7 September 2016, you have paid your Application Monies, preferably via BPay® pursuant to the instructions that are set out in the personalised Entitlement and Acceptance Form that will accompany this Information Booklet when it is despatched to you, or otherwise that your completed Entitlement and Acceptance Form and your Application Monies are received in cleared funds by the Share Registry.
On behalf of the board of Noni B, I have pleasure in inviting you to consider this investment opportunity and thank you for your ongoing support of Noni B.
Yours sincerely
Richard Facioni
Chairman
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SUMMARY OF THE ENTITLEMENT OFFER Entitlement Offer Ratio 39 New Shares for every 50 existing Noni B ordinary shares Offer Price A$1.25 per New Share Size Approximately 30,483,212 New Shares Gross proceeds Approximately A$38 million, comprising approximately A$34.5 million under the
Institutional Entitlement Offer and approximately A$3.6 million under the Retail Entitlement Offer
KEY DATES Activity Date Announcement of the Entitlement Offer 22 August 2016 Institutional Entitlement Offer opens 22 August 2016 Trading halt lifted and results of Institutional Entitlement Offer announced 24 August 2016 Information Booklet lodged with ASX 24 August 2016 Record Date for eligibility in the Retail Entitlement Offer (7.00pm Sydney time) 24 August 2016 Retail Offer Information Booklet and personalised Entitlement and Acceptance Form despatched
26 August 2016
Retail Entitlement Offer opens 26 August 2016 Settlement of Institutional Entitlement Offer 1 September 2016 Allotment of New Shares under the Institutional Entitlement Offer 2 September 2016 New Shares issued under the Institutional Entitlement Offer commence trading 2 September 2016 Retail Entitlement Offer closes (5.00pm Sydney time) 7 September 2016 Results of Retail Entitlement Offer announced 9 September 2016 Allotment of New Shares issued under the Retail Entitlement Offer 14 September
2016 Quotation and normal trading of New Shares issued under the Retail Entitlement Offer on ASX
15 September 2016
Despatch of holding statements for New Shares issued under the Retail Entitlement Offer 16 September 2016
This Timetable above is indicative only and may change. Noni B reserves the right to amend any or all of these dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, Noni B reserves the right to extend the closing date for the Retail Entitlement Offer, to accept late applications under the Retail Entitlement Offer (either generally or in particular cases) and to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a consequential effect on the allotment date of New Shares. The commencement of quotation of the New Shares is subject to confirmation from ASX.
Noni B also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants. Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens.
ENQUIRIES For further information on the Entitlement Offer you can call the Noni B Entitlement Offer Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday. F
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TABLE OF CONTENTS Important Notices 1
Chairman’s Letter 3 Summary of the Entitlement Offer 5
Key dates 5
Enquiries 5
1. Summary of options available to you 7
2. How to apply 8
2.1 Retail Entitlement Offer 8
2.2 Your Entitlement 8
2.3 Options available to you 8
2.4 Taking up all of your Entitlement 8
2.5 Taking up part of your Entitlement and allowing the balance to lapse 8
2.6 Allowing your Entitlement to lapse 8
2.7 Consequences of not accepting all or part of your Entitlement 9
2.8 Payment 9
2.9 Payment by BPay® 9 2.10 If you are unable to pay by BPAY 9
2.11 Entitlement and Acceptance Form is binding 10
2.12 Brokerage and stamp duty 11
2.13 Notice to nominees and custodians 11
2.14 Withdrawal of the Entitlement Offer 11 2.15 Risks 11
2.16 Further Enquiries 11 3. ASX announcements and investor
presentation 12
4. Additional information 55
4.1 Eligibility of Retail Shareholders 55
4.2 Ranking of New Shares 55
4.3 Allotment 55
4.4 Underwriter and Lead Manager 55
4.5 Continuous Disclosure 56
4.6 No cooling off rights 56 4.7 Rounding of Entitlements 56
4.8 Not investment advice 56
4.9 Governing law 56
4.10 Withdrawal of the Entitlement Offer 56
4.11 Privacy 57
5. Australian taxation consequences 58
5.1 Issue of Entitlement 58 5.2 Exercise of Entitlement 58
5.3 Lapse of Entitlement 58
5.4 Taxation in respect of dividends on New Shares 58
5.5 New Shares held at risk 58
5.6 Disposal of New Shares 59 5.7 Taxation of Financial Arrangements 59
5.8 GST 59
5.9 Stamp duty 59 6. Definitions 60
7. Corporate information 62
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1. SUMMARY OF OPTIONS AVAILABLE TO YOU
If you are an Eligible Retail Shareholder, you may take one of the following actions:
• take up all of your Entitlement;
• take up part of your Entitlement and allow the balance to lapse, in which case you will receive no value for those lapsed Entitlements; or
• do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements.
If you are a retail shareholder that is not an Eligible Retail Shareholder, you are an “Ineligible Retail Shareholder”. Ineligible Retail Shareholders are not entitled to participate in the Entitlement Offer.
Options available to you Key considerations Take up all of your Entitlement You may elect to purchase New Shares at the Offer Price (see section 2
“How to Apply” for instructions on how to take up your Entitlement). Take up part of your Entitlement
If you only take up part of your Entitlement, the part not taken up will lapse.
If you do not take up your Entitlement in full you will not receive any payment or value for those Entitlements not taken up.
If you do not take up your Entitlement in full, you will have your percentage holding in Noni B reduced as a result of dilution by the shares issued under the Entitlement Offer.
Do nothing, in which case your Entitlement will lapse and you will receive no value for those lapsed Entitlements
If you do not take up your Entitlement, you will not be allocated New Shares and your Entitlements will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable, which means they are non-transferrable and cannot be sold, traded on ASX or any other exchange, nor can they be privately transferred.
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2. HOW TO APPLY
2.1 RETAIL ENTITLEMENT OFFER The Retail Entitlement Offer constitutes an offer to Eligible Retail Shareholders, who are invited to apply for 39 New Shares for every 50 Shares held on the Record Date on 24 August 2016. The Offer Price of A$1.25 per New Share represents a discount of 2.9% to TERP.
The Entitlement Offer is non-renounceable. Accordingly, Entitlements do not trade on the ASX, nor can they be sold, transferred or otherwise disposed of.
The Retail Entitlement Offer opens on 26 August 2016. The Information Booklet will be despatched on 26 August 2016, along with a personalised Entitlement and Acceptance Form, to Eligible Retail Shareholders. The Retail Entitlement Offer is expected to close at 5.00pm (Sydney time) on 7 September 2016.
The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Class Order 2016/84) which allows rights issues to be offered without a prospectus, provided certain conditions are satisfied.
As a result, this offer is not being made under a prospectus and it is important for Eligible Retail Shareholders to read and understand the information on Noni B and the Retail Entitlement Offer made publicly available by Noni B, prior to taking up all or part of their Entitlement. In particular, please refer to the materials enclosed in section 3, Noni B’s interim and annual reports, other announcements made available at www.asx.com.au (including Noni B’s Appendix 4E for the twelve months ended 26 June 2016 released to the ASX on 22 August 2016 and half year report for the six months ended 27 December 2015 released to ASX on 24 February 2016) and all other parts of this Information Booklet carefully before making any decisions in relation to your Entitlement.
2.2 YOUR ENTITLEMENT An Entitlement and Acceptance Form setting out your Entitlement (calculated as 39 New Shares for every 50 Shares held on the Record Date with fractional entitlements rounded up to the nearest whole number of New Shares) will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders. Eligible Retail Shareholders may subscribe for all or part of their Entitlement. If you have more than one registered holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.
2.3 OPTIONS AVAILABLE TO YOU The number of New Shares to which Eligible Retail Shareholders are entitled is shown on the Entitlement and Acceptance Form that will accompany this
Information Booklet when it is despatched to you. Eligible Retail Shareholders may:
(a) take up their Entitlement in full (refer to section 2.4);
(b) take up part of their Entitlement, in which case the balance of the Entitlement would lapse (refer to section to 2.5); or
(c) allow their Entitlement to lapse (refer to section 2.6).
Ineligible Retail Shareholders may not take up any of their Entitlements.
Noni B reserves the right to reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date.
The Closing Date for acceptance of the Retail Entitlement Offer is 5.00pm (Sydney time) on 7 September 2016 (however, that date may be varied by Noni B, in accordance with the Listing Rules and the Underwriting Agreement).
2.4 TAKING UP ALL OF YOUR ENTITLEMENT If you wish to take up all or part of your Entitlement, payment must be made by following the instructions set out on the personalised Entitlement and Acceptance Form Payment must be received by no later than 5.00pm (Sydney time) on 7 September 2016.
Refund amounts, if any, will be paid in Australian dollars. You will be paid by cheque sent by ordinary post to your address as recorded on the share register
Eligible Retail Shareholders are not able to apply for New Shares in excess of their Entitlements as set out in their personalised Entitlement and Acceptance Forms.
2.5 TAKING UP PART OF YOUR ENTITLEMENT AND ALLOWING THE BALANCE TO LAPSE If you wish to take up part of your Entitlement, payment must be made by following the instructions set out on the personalised Entitlement and Acceptance Form. If Noni B receives an amount that is less than the Offer Price multiplied by your Entitlement, your payment may be treated as an Application for as many New Shares as your Application Monies will pay for in full.
2.6 ALLOWING YOUR ENTITLEMENT TO LAPSE If you do not wish to accept all or any part of your Entitlement, do not take any further action and that part of your Entitlement will lapse.
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2.7 CONSEQUENCES OF NOT ACCEPTING ALL OR PART OF YOUR ENTITLEMENT If you do not accept all or part of your Entitlement in accordance with the instructions set out above, those New Shares for which you would have otherwise been entitled under the Retail Entitlement Offer (including New Shares that relate to the portion of your Entitlement that has not been accepted) will be acquired by the Underwriter or any sub-underwriters.
By allowing your Entitlement to lapse, you will forgo any exposure to increases or decreases in the value of the New Shares had you taken up your Entitlement and you will not receive any value for your Entitlement. Your interest in Noni B will also be diluted.
2.8 PAYMENT Payment should be made using BPay® if possible. New Zealand shareholders who do not have an Australian bank account will be able to pay by cheque, bank draft or money order (see below at 2.10).
Cash payments will not be accepted. Receipts for payment will not be issued.
Noni B will treat you as applying for as many New Shares as your payment will pay for in full up to your Entitlement.
Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after the close of the Retail Entitlement Offer. No interest will be paid to applicants on any Application Monies received or refunded.
2.9 PAYMENT BY BPAY® For payment by BPay®, please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make payment via BPay® if you are the holder of an account with an Australian financial institution that supports BPay® transactions.
It you are paying by BPAay®, please make sure you use the specific Biller Code and your unique Customer Reference Number (CRN) on the back of your personalised Entitlement and Acceptance Form. If you have multiple holdings and consequently receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings only use the CRN specific to that holding. If you inadvertently use the same CRN for more than one of your Entitlements, you will be deemed to have applied only for New Shares on the Entitlement to which the CRN applies.
Please note that by paying by BPay®:
(a) you do not need to submit your personalised Entitlement and Acceptance Form but are taken to make the declarations, representations and warranties on that Entitlement and Acceptance Form and in section 2.11; and
(b) if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.
It is your responsibility to ensure that your BPay® payment is received by the Share Registry by no later than 5.00pm (Sydney time) on 7 September 2016. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration in the timing of when you make payment.
2.10 IF YOU ARE UNABLE TO PAY BY BPAY Noni B encourages payments by BPAY if possible.
For payment by cheque, bank draft or money order you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to ‘Noni B Retail Offer’ and crossed Not Negotiable’.
It is your responsibility to ensure that your payment by cheque is received by the Share Registry by no later than 5.00pm (Sydney time) on 7 September 2016. You must ensure cleared funds are held in your account as your cheque will be banked as soon as it is received. Please note that you should consider postal and cheque clearance timeframes in meeting this deadline.
Your cheque, bank draft or money order must be:
(a) for an amount equal to A$1.25 multiplied by the number of New Shares that you are applying for; and
(b) in Australian currency drawn on an Australian branch of a financial institution. Payment cannot be made in New Zealand dollars. New Zealand resident shareholders must arrange for payment to be made in Australian dollars.
You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheque will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower whole number of New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.
If you make payment via cheque, you should mail your completed personalised Entitlement and Acceptance Form together with the cheque to:
Computershare Investor Services Pty Limited
GPO Box 2987
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Adelaide South Australia 5001
Australia
Personalised Entitlement and Acceptance Forms and Application Monies will not be accepted at Noni B’s registered or corporate offices or other offices of the Noni B Share Registry.
2.11 ENTITLEMENT AND ACCEPTANCE FORM IS BINDING A payment made through BPay® or a completed and lodged Entitlement and Acceptance Form together with the payment of requisite Application Monies constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Information Booklet and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares. Noni B’s decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.
By making a payment by BPay® or by completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Monies, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:
(a) you have read and understand this Information Booklet and your personalised Entitlement and Acceptance Form in their entirety;
(b) you agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Information Booklet, and Noni B’s constitution;
(c) you authorise Noni B to register you as the holder(s) of New Shares allotted to you;
(d) you declare that all details and statements in the personalised Entitlement and Acceptance Form are complete and accurate;
(e) you declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under the personalised Entitlement and Acceptance Form;
(f) once Noni B receives your personalised Entitlement and Acceptance Form or any payment of Application Monies via BPay®, you may not withdraw your application or funds provided except as allowed by law;
(g) you agree to apply for and be issued up to the number of New Shares specified in the personalised Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPay®, at the Offer Price per New Share;
(h) you authorise Noni B, the Underwriter, the Lead Manager, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares to be issued to you, including to act on instructions of
the Share Registry upon using the contact details set out in your personalised Entitlement and Acceptance Form;
(i) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on the personalised Entitlement and Acceptance Form as being held by you on the Record Date;
(j) the information contained in this Information Booklet and your personalised Entitlement and Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;
(k) this Information Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in Noni B and is given in the context of Noni B’s past and ongoing continuous disclosure announcements to ASX;
(l) the statement of risks in the “Key Risks” section of the Investor Presentation included in section 3 of this Information Booklet, and that investments in Noni B are subject to risk;
(m) none of Noni B, the Underwriter, the Lead Manager, or their respective related bodies corporate and affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of Noni B, nor do they guarantee the repayment of capital;
(n) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and of your holding of Shares on the Record Date;
(o) you authorise Noni B to correct any errors in your personalised Entitlement and Acceptance Form or other form provided by you;
(p) you represent and warrant (for the benefit of Noni B, the Underwriter, the Lead Manager and their respective related bodies corporate and affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, are not an Ineligible Retail Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
(q) you represent and warrant that the law of any place does not prohibit you from being given this Information Booklet and the personalised Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Shares and that you are otherwise eligible to participate in the Retail Entitlement Offer;
(r) you are an Eligible Retail Shareholder and are not in the United States and are not a person
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(including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares under the Retail Entitlement Offer;
(s) the New Shares have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside Australia; and
(t) you have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States; and
(u) agree that if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in transactions where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or who is acting for the account or benefit of a person in the United States.
2.12 BROKERAGE AND STAMP DUTY No brokerage fee is payable by Eligible Retail Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares under the Retail Entitlement Offer.
2.13 NOTICE TO NOMINEES AND CUSTODIANS The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions, irrespective of whether they participate under the Institutional Entitlement Offer, may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold existing Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.
Nominees and custodians who hold Shares as nominees or custodians will have received, or will shortly receive, a letter from Noni B. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to:
(a) beneficiaries on whose behalf they hold existing Shares who would not satisfy the criteria for an Eligible Retail Shareholder;
(b) Eligible Institutional Shareholders who received an offer to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);
(c) Ineligible Institutional Shareholders who were ineligible to participate in the Institutional Entitlement Offer; or
(d) shareholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
In particular, persons acting as nominees for other persons may not take up Entitlements on behalf of, or send any documents relating to the Retail Entitlement Offer to, any person in the United States.
Noni B is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicable foreign laws. Noni B is not able to advise on foreign laws.
2.14 WITHDRAWAL OF THE ENTITLEMENT OFFER Subject to applicable law, Noni B reserves the right to withdraw the Entitlement Offer at any time before the issue of New Shares, in which case Noni B will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest being payable to applicants.
2.15 RISKS Eligible Retail Shareholders should be aware that an investment in Noni B involves risks. The key risks identified by Noni B are set out from page 23 of the Investor Presentation in section 3.
2.16 FURTHER ENQUIRIES If you have not received or you have lost your personalised Entitlement and Acceptance Form, or have any questions regarding the Entitlement Offer, please contact the Noni B Entitlement Offer Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday, before the Retail Entitlement Offer closes at 5.00pm (Sydney time) on 7 September 2016. If you have any further questions, you should contact your stockbroker, solicitor, accountant or other professional adviser.
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3. ASX ANNOUNCEMENTS AND INVESTOR PRESENTATION
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Noni B Limited ABN 96 003 321 579 10 Garling Road Kings Park NSW 2148
PO Box 6006 Mail Deliver Centre, Blacktown NSW 2148
Tel 02 8822 5333 Fax 02 8822 5300
ASX/media release 22 August 2016
Noni B Group Results for the full year ended 26 June 2016 and announcement of entitlement offer to fund the acquisition of Pretty Girl Fashion Group
Noni B Group Results for the full year ended 26 June 2016
Noni B Limited (ASX:NBL), one of Australia’s leading fashion retailers, today announced an after-tax profit of $2.2 million for the year ended 26 June 2016, compared with a statutory loss of $4.8 million in FY2015.
Operational improvements throughout the group increased gross margin by 7.1%, resulting in EBITDA (adjusted)1 of $6.1 million, compared with a loss of $1.2 million in the previous year.
Operating cash flow was $7.7 million, compared with $5.1 million in FY2015. At 26 June 2016 the group’s cash balance was $12.9 million, 52.1% higher than a year earlier, with no bank borrowings.
Revenue in the six months to the end of December increased by 3.7%. The second half of the year was negatively impacted by the delayed winter season, leading to total revenue of $110.5 million for the year, in line with FY2015.
Results summary for the year FY2016 ($000)
FY2015 ($000)
Revenue 110,478 110,412 EBITDA (adjusted) 1 6,144 (1,201) Profit / (loss) before tax 3,338 (5,417)* Statutory profit / (loss) after tax 2,210 (4,363)* Earnings per share (cents) 6.1 (14.9) * Before impairment of goodwill totalling $427k
Richard Facioni, chairman of Noni B Group, said: ‘This encouraging result confirms our confidence in the strength of the Noni B brand and the group’s potential, as management continues to focus on restoring earnings to acceptable levels.’
Scott Evans, managing director of Noni B Group, said: ‘The past year has been one of major changes for Noni B Group. These have resulted in new confidence throughout the business and a significant improvement in financial performance, including cash generation.
1 EBITDA is a non-AAS financial measure, defined for the purposes of this document as earnings before interest, tax, depreciation, amortisation, non-recurring income/expenditure and certain non-cash items such as share based payments and unrealised foreign exchange gains/losses
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‘Underpinning the return to profitability has been a total focus on placing the customer at the centre of everything we do. We have developed a ‘brand DNA’ to enhance our customer’s in-store experience. We continue to craft our collections with classic style, quality and value with a key focus on personalised service that attends to our customers’ needs.
‘During the year, we worked to optimise our store network, closing those that were underperforming and replacing them with stores in new locations. Fifteen stores were opened just before Christmas and a further ten were added during the second half, bringing the total at 26 June 2016 to over 220. We also launched our new store design, which has received very positive customer feedback.
‘Online sales increased significantly, assisted by our new social and digital media strategy, which is expected to drive further growth and loyalty for fiscal year 2017.
‘While we invested in enhancing our customer experience, cost of doing business efficiencies enabled us to reduce operating costs.
‘We have also integrated a new IT system, combining point-of-sale, warehousing, payroll, planning and customer relationship management (CRM) functions. This provides improved operational visibility and will lead to further efficiencies across the business.’
Acquisition of Pretty Girl Fashion Group and Details of Entitlement Offer
On 3rd August 2016, Noni B Group announced that it has entered into a binding agreement to acquire Pretty Girl Fashion Group (“Pretty Girl”) from Consolidated Press Holdings Pty Limited (“CPH”) for total consideration (on a cash free, debt free basis) comprising:
• $65.0 million in cash;
• $9.7 million in shares, through a placement of 7.72 million shares in Noni B Group to be issued at $1.25 per share; and
• up to $7.3 million in cash over two tranches, depending on the revenue performance of the existing Pretty Girl stores in financial year 2017 and 2018
(the “Transaction”).
Mr Facioni said: ‘The acquisition of Pretty Girl Fashion Group, which we announced at the beginning of August, will transform the Noni B Group. The Transaction will create one of the leading specialty apparel retailers in Australia with annual sales of over $330 million and a network of close to 600 stores.
‘We expect there to be significant commercial synergies and cost savings as the two businesses are integrated, and the increased scale will enable us to increase investment in customer experience to drive additional growth and profitability.’
Key highlights of the Transaction include:
• The creation of a leading business in the Australian womenswear market:
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o Noni B Group (excluding discontinued businesses) will grow from FY2016 reported sales of $105m and EBITDA (adjusted)2 of $7m across 217 stores to combined FY2016 sales of $334m and Pro Forma EBITDA (adjusted)3 of $21m4 across a total network of 597 stores; and
o Noni B Group will have four complementary standalone brands, being Noni B, Rockmans, W.Lane and BeMe;
• Significant opportunity for growth, with 20 committed stores to open in Australia across the combined portfolio brands during the 2017 financial year and strong growth potential in the W.Lane and BeMe brands, which currently have store footprints of 77 and 24 respectively;
• Pro forma EPS shows a significant uplift when compared against Noni B Group reported underlying FY2016 EPS;
• The potential for synergies from supply chain optimisation, centralised costs and other benefits in combining the two businesses; and
• CPH will become a 10% shareholder in Noni B Group, showing strong confidence in the strategic vision of Noni B Group, and has nominated a director to board.
Entitlement Offer
In support of its funding for the Transaction, Noni B Group announced it would undertake an Accelerated Non-Renounceable Entitlement Offer (“Entitlement Offer”) to raise up to $40 million, fully underwritten by Alceon Group.
The details of the Entitlement Offer have now been finalised and are set out below:
• 39 for 50 fully underwritten Accelerated Non-Renounceable Entitlement Offer at $1.25 per share (“Offer Price”) to raise approximately $38 million;
• The Offer Price represents a discount of 2.9% to the TERP5; • Eligible Retail Investors will have the ability to apply for their entitlements under the
Entitlement Offer.
Directors holding shares in Noni B Group have indicated that they will take up a portion of their entitlements under the Entitlement Offer.
The Entitlement Offer has been fully underwritten by Alceon Group who will continue to hold a majority ownership position in Noni B Group following completion of the Transaction.
2 EBITDA is a non-AAS financial measure, defined for the purposes of this document as earnings before interest, tax, depreciation, amortisation, non-recurring income/expenditure and certain non-cash items such as share based payments and unrealised foreign exchange gains/losses 3 EBITDA is a non-AAS financial measure, defined for the purposes of this document as earnings before interest, tax, depreciation, amortisation, non-recurring income/expenditure and certain non-cash items such as share based payments and unrealised foreign exchange gains/losses 4 Includes pro forma adjustments for annualisation of net new stores, 53 week adjustment, discontinued businesses but before any synergies attributable to the combination of Noni B Group and Pretty Girl. 5The theoretical ex-rights price calculated including Entitlement Offer shares and CPH consideration shares at $1.25.
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In addition, it is anticipated that a number of new institutional and retail shareholders will be introduced to the share register through the Entitlement Offer process.
Entitlement Offer Timetable
Event Date
Announcement of the Entitlement Offer Monday, 22 August 2016
Institutional Entitlement Offer Monday, 22 to Tuesday, 23 August 2016
Announcement of results of Institutional Offer Wednesday, 24 August 2016
Record date Wednesday, 24 August 2016
Retail Entitlement Offer opens Friday, 26 August 2016
Retail Offer booklet and entitlement and acceptance forms despatched Friday, 26 August 2016
Institutional Offer Settlement Date Thursday, 1 September 2016
Institutional Offer Allotment & Quotation Date Friday, 2 September 2016
Transaction Completed and share consideration issued to CPH Monday, 5 September 2016
Retail Entitlement Offer closes Wednesday, 7 September 2016
Retail Offer Allotment Date Wednesday, 14 September 2016
Quotation of shares issued under Retail Offer Thursday, 15 September 2016
Entitlement Offer Information Line
For further information on the Entitlement Offer you can call the Noni B Entitlement Offer Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday.
Other Transaction Funding
As previously announced, the balance of the Transaction funding will be provided by committed $30m acquisition debt facilities from ANZ Banking Group, which will also provide a $5 million working capital facility.
Drawdown under the facility is subject to customary conditions for an acquisition facility of this nature, including contemporaneous completion of the Transaction.
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Director and Senior Management Share Plan
Certain terms of the Performance Shares previously issued to Noni B Group management under the Director and Senior Management Share Plan (“Share Plan”) have been amended. Specifically, the performance condition relating to Noni B Group achieving certain revenue thresholds will not apply to the Performance Shares for the fiscal year 2016.
Subject to the Transaction closing, Noni B Group proposes to make the following further amendments to the Company’s Buy-Back rights relating to Performance Shares that have previously been issued under the Share Plan:
o 882,479 Performance Shares previously issued to Scott Evans under the Share Plan will be treated as vesting by waiving the Buy-Back right relating to those shares. The shares will remain subject to good leaver and bad leaver buy-back provisions and will rank equally with existing ordinary shares in Noni B Group.
o A second tranche of 882,479 Performance Shares previously issued to Scott Evans under the Share Plan will have their Performance Conditions amended such that the shares will be treated as vesting if the future share price of Noni B is in the range of $1.75 to $2.50 per share.
The Board of Noni B Group believes this amendment will better align Scott’s incentives to those of shareholders.
The same amendments will be made to the two tranches of Performance Shares which have been issued to Noni B Group management under the Share Plan.
Once the detailed parameters in relation to the Performance Conditions are finalised, Noni B Group will provide a further update to the market.
Subject to the Transaction closing, Noni B Group also proposes to issue the following securities to Richard Facioni and Luka Softa under the Share Plan:
o Luka Softa will be issued with 250,000 Performance Shares with the share price based Performance Conditions outlined above and a limited recourse loan will be provided to Mr Softa under the terms of the Share Plan.
o Richard Facioni will be issued with 1,800,000 fully paid ordinary shares under the Share Plan (“Facioni Plan Shares”), subject to shareholder approval. The consideration for the Facioni Plan Shares will be:
o 1,200,000 shares at $1.25 per share;
o 300,000 shares at $1.50 per share; and
o 300,000 shares at $1.75 per share,
and a limited recourse loan will be provided to Mr Facioni under the terms of the Share Plan.
The Facioni Plan Shares will be subject to good leaver and bad leaver buy-back provisions and will rank equally with existing ordinary shares in Noni B Group.
The proposed grant of shares to Mr Facioni requires the approval of shareholders and the issue of these shares is conditional on obtaining such approval. It is currently proposed that a resolution to approve this issue of shares be put to shareholders at the 2016 Annual General Meeting.
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The issue of securities under the Share Plan is to assist in the reward, retention and motivation of Noni B Group’s directors and senior management and align their interests with the performance of Noni B Group.
ENDS
For further information:
Shareholders and analysts: Media
Richard Facioni, Chairman, Noni B Telephone: +61 2 8023 4039
Anthony Tregoning Financial & Corporate Relations Telephone: +61 2 8264 1001
About Noni B Group
Noni B Limited, founded in 1977, is one of Australia’s iconic fashion retailers, with over 200 stores nationally and online at www.nonib.com.au. Noni B differentiates itself by focusing on superior service, style, quality and fit. Delivering on a collective purpose to help women express their love of life by embracing the truth that every occasion is a special occasion, worth feeling fabulous.
About Pretty Girl Fashion Group
Pretty Girl Fashion Group is a leading Australian female fashion retailer with a national footprint of over 370 stores and particular strength in outer metropolitan and regional areas. It has strong, well-established brands Rockmans, W.Lane, and BeMe. All brands are available online through www.rockmans.com.au, www.wlane.com.au and www.beme.com.au.
About Alceon Group
Alceon is a specialist advisory, investment and capital solutions partnership, with offices in Sydney, Melbourne, Brisbane and Perth. Alceon invests in private mid-market assets across property, asset-backed and alternative investments, including private equity. In November 2014, Alceon (through a related body corporate, NB Bidco Pty Ltd) acquired a controlling stake in Noni B Group through a recommended takeover.
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Not for US Distribution
ACQUISITION OF PRETTY GIRL FASHION GROUP
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Disclaimer
This investor presentation (Presentation) has been prepared by Noni B Limited (ACN 003 321 579) (Noni B Group). This Presentation has been prepared in
relation to a pro-rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares in Noni B Group (New Shares), to be made to eligible
institutional shareholders of Noni B Group and any other eligible institutional investors that may be offered shares in Noni B Group in connection with this offer
(Institutional Entitlement Offer) and eligible retail shareholders of Noni B Group (Retail Entitlement Offer), under section 708AA of the Corporations Act
2001 (Cth) (Corporations Act) as modified by Australian Securities and Investments Commission (ASIC) ASIC Corporations (Non-Traditional Rights Issue)
Instrument 2016/84 and other relief (together, the Entitlement Offer).
Summary Information
This Presentation contains summary information about Noni B Group, CPH Fashion Pty Limited (Pretty Girl) and their respective activities as at the date of
this Presentation. The information in this Presentation is of a general nature and does not purport to be complete or contain all the information security
holders would require to evaluate their investment in Noni B Group, nor does it contain all the information which would be required in a prospectus or product
disclosure statement prepared in accordance with the Corporations Act. This Presentation should be read in conjunction with Noni B Group’s other periodic
and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au. To the maximum
extent permitted by law, Noni B Group, the underwriters, their, and their respective affiliates’ and related bodies corporates’, officers, employees, partners,
agents and advisors make no representation or warranty (express or implied) as to the currency, accuracy, reliability or completeness of the information in this
Presentation and disclaim all responsibility and liability for the information (including without limitation, liability for negligence).
Not an offer
This Presentation is for information purposes only, and is not an offer or an invitation to acquire New Shares, offer of securities for subscription, purchase or
sale or any other financial product and is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be
lodged with ASIC) or law in any other jurisdiction. The Retail Entitlement Offer will be made on the basis of information to be contained in the retail offer
booklet to be prepared for eligible retail shareholders in Australia and New Zealand (Retail Offer Booklet), and made available following its lodgement with
ASX. Any eligible retail shareholder in Australia and New Zealand who wishes to participate in the Retail Entitlement Offer should consider the Retail Offer
Booklet in deciding to apply under that offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in accordance
with the instructions contained in the Retail Offer Booklet and the entitlement and application form.
Not financial product advice
Information in this Presentation, including any forecast financial information, should not be considered as financial advice or a recommendation to investors or
prospective investors in relation to holding, purchasing or selling New Shares. This Presentation has been prepared without taking account of any person’s
individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the
appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation
advice appropriate to their jurisdiction. Noni B Group is not licensed to provide financial product advice in respect of Noni B Group’s shares. Cooling-off rights
do not apply to the acquisition of New Shares. Each recipient of this Presentation should make its own enquiries and investigations regarding all information in
the Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Noni B Group and the
impact that different future outcomes may have on Noni B Group.
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Disclaimer
Investment risk
An investment in Noni B Group shares is subject to known and unknown risks, some of which are beyond the control of Noni B Group. Noni B Group does not
guarantee any particular rate of return or the performance of Noni B Group nor does it guarantee any particular tax treatment. Investors should have regard to
the risk factors outlined in this Presentation (amongst other things) when making their investment decision. Neither the underwriters nor any of their affiliates,
or their respective related bodies corporate, or any of their respective directors, officers, partners, employees and agents (Underwriter Group) have caused
or authorised the issue, submission, dispatch or provision of this Presentation, nor do they make any recommendation as to whether any prospective investor
should participate in the Entitlement Offer referred to in this Presentation. None of Noni B Group’s advisers or the Underwriter Group makes or purports to
make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by them. Further, no member of the
Underwriter Group accepts any fiduciary obligations to or relationship with any investor or prospective investor in connection with the Entitlement Offer or
otherwise. Determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal
requirements and the discretion of Noni B Group and the underwriters. Noni B Group and the underwriters disclaim any liability in respect of the exercise or
otherwise of that discretion, to the maximum extent permitted by law.
Past performance
Investors should note that past performance, including past share price performance and pro forma historical information in this Presentation, is given for
illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future Noni B Group performance including future
share price performance. The pro forma historical information is not represented as being indicative of Noni B Group’s views on its future financial condition
and/or performance.
Future performance
This Presentation contains certain “forward-looking statements” and comments about future matters including but not limited to projections, guidance on future
revenues, earnings, margin improvement, other potential synergies and estimates, the timing and outcome of the acquisitions and transactions discussed in
this Presentation, the outcome and effects of the Entitlement Offer and the use of proceeds, and the future performance of Noni B Group. Forward-looking
statements can generally be identified by the use of forward-looking words such as, “expect”, “anticipate”, “likely”, “intend”, “should”, “could”, “may”, “propose”,
“will”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance” and other similar expressions within the meaning of securities laws of applicable
jurisdictions and include, but are not limited to, the outcome and effects of the Entitlement Offer and the use of proceeds. Indications of, and guidance or
outlook on, future earnings or financial position or performance are also forward-looking statements. Investors are cautioned not to place undue reliance on
forward-looking statements. Any such statements, opinions and estimates in this Presentation speak only as of the date of this Presentation and are based on
assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates.
Forward-looking statements are provided as a general guide only. The forward-looking statements contained in this Presentation are not indications,
guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the
control of Noni B Group, its directors and management, and may involve significant elements of subjective judgement and assumptions as to future events
which may or may not be correct.
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Disclaimer
Financial data
All dollar values are in Australian dollars (A$) and financial data is presented as at 26 June 2016 for Noni B Group and 3 July 2016 for Pretty Girl unless
otherwise stated. Investors should note that this Presentation contains pro forma financial information. The pro forma financial information provided in this
Presentation is for illustrative purposes only and is not represented as being Noni B Group’s (or anyone else’s) views on its or Pretty Girl’s future financial
condition and/or performance. The pro forma financial information has been prepared by Noni B Group in accordance with the measurement and recognition
requirements, but not the disclosure requirements, of applicable accounting standards and other mandatory requirements in Australia. Please refer to the
appendix for details of the basis of preparation of financial data.
Effect of rounding
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding.
Accordingly, the actual calculations of these figures may differ from the figures set out in this Presentation.
Photographs and Diagrams
Photographs and diagrams used in this Presentation which do not have a description are for illustration purposes only and should not be interpreted as
indicating that any person shown in them endorses any part of this Presentation or that the assets shown in them are owned by the Company. Diagrams used
in this Presentation are illustrative only and may not be drawn to scale. Unless otherwise stated, all data included in charts, graphs and tables is based on
information available as at the date of this Presentation.
This Presentation may not be released or distributed in the United States
This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction which
such an offer would be illegal. The Entitlement Offer and the New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be
exercised or taken up, and the New Shares may not be offered or sold, directly or indirectly, in the United States, unless they are offered and sold in a
transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws.
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Pretty Girl Transaction Overview
• On 3 August 2016 Noni B Limited (Noni B Group) announced that it had entered into a binding contract to acquire all of the shares in CPH
Fashion Pty Limited (Pretty Girl) from Consolidated Press Holdings Pty Ltd (CPH) (the Transaction)
• The Transaction will result in Noni B Group becoming a leading business in the Australian womenswear market, with a network of 597
stores spanning four complementary standalone brands, being Noni B, Rockmans, W.Lane and BeMe
Post Transaction, Noni B Group will have combined revenue of $334m and pro forma EBITDA of $21m1 based on Noni B audited accounts and
Pretty Girl unaudited management accounts for the financial year 2016 (FY2016)2
• The initial Transaction consideration of $74.7m, will comprise $65m in cash and $9.7m in Noni B Group shares, being 7.72m shares at the
entitlement offer price of $1.25 per share
The share consideration will provide CPH with a fully diluted interest of 10% in Noni B Group
Inclusive of transaction costs, the total upfront cash funding requirement is $68m
• The initial Transaction consideration represents a multiple of 6.6x pro forma EBITDA for the financial year 2016 (unaudited), before any
synergies attributable to the combination with Noni B Group
In addition, the transaction consideration includes a deferred cash component of up to $7.3m payable in two tranches, contingent on the existing
Pretty Girl store network meeting certain like-for-like sales thresholds for the financial years 2017 and 2018
• Noni B Group will fund $38m of the Transaction consideration and associated costs through a fully underwritten 39:50 accelerated non-
renounceable entitlement offer at a price of $1.25 per share (Entitlement Offer):
The Entitlement Offer price represents a 2.9% discount to the theoretical ex-rights price3
The Entitlement Offer price represents an enterprise value multiple of 5.5x pro forma EBITDA (based on pro forma net debt as at 26 June 2016)
The Entitlement Offer has been fully underwritten by Noni B Group’s major shareholder, Alceon Group Pty Limited (Alceon)
Noni B Group’s implied pro forma market capitalisation at the Entitlement Offer price is $97m
• The balance of the cash funding requirement will be provided by committed $30m acquisition debt facilities from ANZ
• The Transaction is subject to certain conditions, and is expected to close on 5 September 2016
1. Includes pro forma FY2016 EBITDA adjustments for annualisation of net new stores, 53 week adjustment, discontinued businesses but before any synergies
attributable to the combination of Noni B Group and Pretty Girl.
2. Noni B Group’s financial year ended 26 June 2016, Pretty Girl’s financial year ended 3 July 2016.
3. Calculated including Entitlement Offer shares and CPH consideration shares at $1.25. 5
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Investment Highlights
1. Includes pro forma adjustments for annualisation of net new stores, 53 week adjustment, discontinued businesses but before any synergies
attributable to the combination of Noni B Group and Pretty Girl. See page 12 for further detail.
Transformational
Acquisition
Noni B Group’s acquisition of Pretty Girl will create a leading business in the Australian
womenswear market
Noni B Group will grow from FY2016 reported sales of $107m and EBITDA of $7m across 217
stores (including online stores) to combined FY2016 sales of $334m and EBITDA of $21m1
across a total network of 597 stores
Complementary
Portfolio
Noni B Group will have 4 complementary standalone womenswear brands sold through owned
branded or multi-owned branded boutiques
Significant
Opportunity for
Growth
20 committed stores to open in Australia across the combined portfolio brands during the 2017
financial year
Strong growth potential in the W.Lane and BeMe brands which currently have store footprints of
77 and 24 respectively
Potential opportunities in the multi-owned branded store format
Continuation of growth in the online offering of the combined business
Attractive Returns to
Shareholders
Pro forma EPS shows a significant uplift when compared against Noni B Group reported
underlying FY 2016 EPS
Potential synergies from supply chain optimisation, centralised costs and other benefits in
combining the two businesses are expected to further increase profitability as they are realised
over time
Strong Combined
Management Team
Noni B Group and Pretty Girl have strong management teams who have delivered meaningful
profit improvement in recent years
Strategic Support
Showing strong confidence in the strategic vision of Noni B Group, CPH (the Pretty Girl vendor)
will become a 10% shareholder in Noni B Group and has nominated a director to the Noni B
Group board
Alceon will retain a majority shareholding in Noni B Group post transaction
Directors holding shares in Noni B Group will take up a portion of their entitlements under the
Entitlement Offer
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Continuation of Noni B Group Strategy
• A majority interest in Noni B Group was acquired by certain trusts controlled by Alceon pursuant to an off-market takeover
bid announced on 3 September 2014
• Alceon, together with the incoming management team, had identified Noni B Group as an operational turnaround and
improvement opportunity, and this has been the focus for Noni B Group management since Alceon acquired control
• The turnaround has progressed well and a number of key aspects have been delivered, resulting in Noni B being on a stable
financial footing
• Noni B Group achieved EBITDA of $7.0m1 for FY2016 compared with an EBITDA loss in financial year 2015
EBITDA of $9.3m for financial year 2016 when accounting for annualisation of net new stores
Ungeared balance sheet with cash balances of $12.9m as at 26 June 2016
• Noni B Group is now poised to assess the second phase of its overall turnaround strategy, being the identification and
execution of future growth, both organic and acquisition-led
• Pretty Girl presents a strategic and complementary portfolio acquisition for Noni B Group to create a leading business in the
Australian womenswear market
• Key areas of growth and value creation for the combined business are outlined further within this presentation
1. Excludes Queenspark and Events discontinued business.
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Noni B Group Overview
• Noni B Group (ASX: NBL) is a women’s fashion retailer, founded in 1977
• The Company sells its products through a national network of 217 boutique stores under two exclusive brands – Noni B and Liz
Jordan
1. Excludes Queenspark and Events discontinued business.
Brand
Proposition Timeless Casual Smart Elegance
Overview
Noni B create classic, timeless, elegant
fashion for the 50+ woman.
Wherever she is going in her day, Noni B
has her covered with clothes that make
her feel beautiful for every occasion.
Liz Jordan designs capsule collections for
Smart Casual, Work, After Dark, Luxe
Traveller.
Sales (FY2016) 1 $102m
Stores (26 June 2016) 217 (including 1 online store)
Brand Imagery
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Pretty Girl Overview • Pretty Girl is a longstanding Australian womenswear retailer with a loyal customer base across differentiated brands
1. Unaudited net sales by store brand for 12 months ended 3 July 2016.
Brand
Proposition Value Fashion Premium Fashion Plus Size Contemporary Mature
Overview
Established in 1931,
Rockmans is an iconic
Australian brand that
delivers quality on-
trend fashion at value
prices.
Primarily targets value
conscious and fashion
aware women. Strong
in regional locations.
Offers high quality,
stylish garments at
higher price points for
women.
Retailed through
Rockmans and
Rockmans’ Emporium
stores.
Specifically tailors the
latest fashions with a
focus on fit, quality
and style.
Offers fashion that
provides style and
quality for everyday
living. Classic items
and contemporary
fashion.
Targets financially
secure women with a
metropolitan focus.
Sales (FY2016)1 $164m Included in Rockmans $13m $44m
Stores (3 July
2016)
277 N/A 24 77
Brand Imagery
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Group Structure Stores by State2
Sales by Store Brand (FY2016 - Pro Forma) Other • Combined business will sell more than 10 million garments
annually through a combined store network of 597 stores
(including 4 online stores)
• Customer focus and attention from a highly experienced
retail team of more than 3000 (store and head office)
headquartered in New South Wales
• Internal warehouse and logistics facilities based in New
South Wales
• International supply chain
• Growing online store platform
• IT and other system infrastructure which is scaleable in
support of future growth
• Significant combined loyalty / VIP program
Overview of Combined Business
Noni B
Limited
Noni B
Owned brands with
standalone boutiques
Rockmans
W.Lane
Owned brands sold through
the boutique network
BeMe
Table Eight
Amber Rose
1. Accessories.
WA
N: 28
P: 44
SA
N: 17
P: 27 VIC
N: 40
P: 43
TAS
N: 4
P: 9
NSW
N: 74
P: 132
QLD
N: 47
P: 109 NT
N: 2
P: 4
ACT
N: 5
P: 8
Liz Jordan
N: Noni B Group
P: Pretty Girl
52%
4%
13%
31%Rockmans
BeMe
W.Lane
Noni B
10
1. Excludes online stores.
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Key Areas Of Value Creation • An acquisition of Pretty Girl provides significant opportunity for value creation across the combined businesses. Key areas are:
Expansion of
Store Portfolio
• Noni B Group has 12 committed new stores to open during the 2017 financial year as at 26 June 2016
• Pretty Girl has 8 committed new stores to open during the 2017 financial year as at 3 July 2016
• In addition, the rollout of further new stores will focus on the following initiatives:
Noni B store portfolio growth through a number of identified potential sites
Expansion of W.Lane and BeMe brands which currently have store footprints of 77 and 24 respectively
Increased representation of Rockmans in metropolitan shopping malls
Further regional expansion across the portfolio
Opportunity for large store formats by combining brands
Centralised
Costs
• Efficiencies to be gained in shared services
• Combination of physical head office facilities
• Procurement savings through expanded purchasing power
• Other administration savings
Supply Chain • Application of learnings from the Noni B Group supply chain reconfiguration to Pretty Girl’s operations, where
product volumes are currently 3.5 times greater than Noni B Group
• Optimisation of vertically-integrated supply chain across both businesses
• Other scale purchasing benefits
Online • The combined business’ online offering is at a relatively early stage of development with Pretty Girl and Noni B
Group online sales representing 2.4% of total sales respectively
• Significant investment in team expansion and marketing is expected to grow and enhance the online and omni-
channel offering
Other • Application of best practice across the brands in key areas such as customer engagement, social media, visual
merchandising, ranging and new product development
• Potential for cross marketing to the combined pool of VIP customers of the enlarged Noni B Group
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Pro Forma Profit and Loss (FY2016) Post Transaction, Noni B Group will have combined revenue of $334m and pro forma FY2016 EBITDA of $21m based on audited
Noni B Group accounts and unaudited Pretty Girl accounts for FY2016
1. The underlying financial information presented above has been sourced from the audited financial statements of Noni B Group for the year ended 26 June 2016 and the unaudited
Pretty Girl accounts for the year ended 3 July 2016.
2. For details of the basis of preparation and assumptions adopted in the presentation of the pro forma financial information above refer to page 19.
3. Noni B Group financials above are presented exclusive of Queenspark and Events which the company made the decision to discontinue in FY2016. The pro forma profit and loss
excludes the impact of $5.2m revenue, $2.5m gross margin and a $0.8m EBITDA loss incurred in FY2016 by Queenspark and Events.
4. The adjustments made to Noni B Group and Pretty Girl standalone financial information to present a pro forma profit and loss for FY2016 comprise the following:
a) 53 week adjustment – Pretty Girl traded on a 53 week basis in FY2016. To reflect trading on a 52 week basis going forward, one week of total store cash contribution for
FY2016 has been excluded from the pro forma profit and loss
b) Pretty Girl stores annualisation – pro forma run rate EBITDA adjustment that represents a full year of trading for stores that opened in FY2016 and the exclusion of the full
year contribution from stores that closed during FY2016
c) Noni B Group annualisation - pro forma run rate EBITDA adjustment that represents a full year of trading for stores that opened in FY2016 and the exclusion of the full
year contribution from stores that closed during FY2016.
5. The pro forma interest expense includes incremental interest expenses arising on the additional $30m debt funding to be raised by Noni B Group to fund the acquisition of Pretty
Girl.
6. Income tax expense is based on a 30% corporate tax rate on profit before tax, ignoring existing tax losses which may be utilised in future periods.
7. Underlying profit after tax represents net profit after tax before the impact of unrealised foreign exchange gains or losses, share based payment expenses, and amortisation of
identifiable intangibles arising from the Transaction.
12
$m Noni B PGFG Pro Forma
Sales Revenue 105.1 229.1 334.2
Gross Margin 74.1 150.2 224.3
Gross Margin % 70.5% 65.6% 67.1%
Operating Expenses 67.1 138.8 205.9
EBITDA 7.0 11.4 18.4
Pro Forma FY2016 EBITDA Adjustments 2.5
Pro Forma Adjusted FY2016 EBITDA 20.9
Depreciation & Amortisation 2.3 5.8 8.1
Pro Forma Interest Expense 1.5
Other Expenses 0.6
Underlying Profit Before Tax 10.7
Tax (30%) 3.2
Underlying Profit After Tax 7.5
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Pro Forma Accretion Analysis (FY2016)
Post Transaction, Noni B Group pro forma EPS (excluding the benefit of any synergies from combining Noni B Group and Pretty Girl)
shows a significant uplift when compared to Noni B Group underlying EPS for the financial year 2016
1. The underlying financial information presented above has been sourced from the audited financial statements of Noni B Group for the year ending 26 June 2016 and the unaudited
Pretty Girl accounts for the year ending 3 July 2016.
2. For details of the basis of preparation and assumptions adopted in the presentation of the pro forma financial information above refer to page 19.
3. Underlying profit after tax represents net profit after tax before the effect of non-recurring significant items and fair value movements including the impact of unrealised foreign
exchange gains or losses, share based payment expenses, and amortisation of identifiable intangibles arising from the Transaction. Noni B Group believes that underlying profit
after tax is a better measure to illustrate the underlying performance of the acquisition, and allows for more relevant comparison of financial performance between financial periods.
13
FY2016 Pro Forma EPS Analysis
Noni B Underlying Profit After Tax ($m) 2.4
Noni B Shares Outstanding (m) 39.1
Noni B Group EPS (cents) 6.1
Pro Forma Underlying Profit After Tax ($m) 7.5
Pro Forma Shares Outstanding (m) 77.3
Pro Forma Noni B Group EPS (cents) 9.7
Pro Forma Uplift Compared to Reported Underlying EPS 58%
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Pro Forma Leverage
Noni B Group will have a pro forma Gross Debt / EBITDA ratio of 1.44x at financial year 2016. It is expected that Noni B Group’s free
cash flow will be used to reduce leverage over time.
1. The underlying financial information presented above has been sourced from the audited financial statements of Noni B Group for the year ending 26 June 2016 and the unaudited
Pretty Girl accounts for the year ending 3 July 2016.
2. For details of the basis of preparation and assumptions adopted in the presentation of the pro forma financial information above refer to page 19.
3. For a detailed pro-forma Noni B Group balance sheet refer to page 22.
4. Pro forma net debt includes borrowings of $30m used to fund the acquisition (post adjustments for debt establishment costs) and includes the cash balances of Noni B Group as at
26 June 2016.
5. Gross book gearing ratio is calculated by dividing gross debt by the sum of gross debt and pro forma shareholder equity.
14
Pro Forma Leverage
Pro Forma Gross Debt ($m) 30.0
Cash ($m as at 26-Jun-16) 12.9
Net Debt ($m) 17.1
Pro Forma Book Value of Equity ($m) 69.5
Gross Debt / Pro Forma EBITDA (x) 1.44
Net Debt / Pro Forma EBITDA (x) 0.93
Gross Book Gearing % 30%
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Offer Details
Entitlement
Offer
• 39:50 accelerated pro-rata non-renounceable entitlement offer to raise approximately $38m
30.5 million new fully paid ordinary shares, equivalent to approximately 80% of current issued
capital (before the CPH Placement)
Fully underwritten by Noni B Group’s major shareholder, Alceon
• $1.25 Offer Price
Represents a 3.3% discount to the theoretical ex-rights price prior to issuance of the CPH share
consideration, and a 7.5% premium to the theoretical ex-rights price post issuance of the CPH
share consideration
Represents a multiple of approximately 5.5x pro forma FY2016 EBITDA1
• Record Date of 24 August 2016
• The shares will rank parri-passu with all other ordinary shares on issue
• Shareholders in Noni B at the Record Date will be entitled to subscribe for their entitlements under the
Entitlement Offer
CPH Placement • As part of the transaction consideration, CPH will be issued 7.72m shares in Noni B, representing 10% of
the fully diluted share capital following completion of the Entitlement Offer
• Shares will be issued at a price of $1.25 per share, consistent with the Entitlement Offer, representing
consideration of $9.7m
15
1. Based on pro forma FY2016 EBITDA as detailed on page 12 and the pro-forma balance sheet as detailed on page 22.
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Entitlement Offer Timetable
Event Date
Announcement of Entitlement Offer and Noni B Group Trading Halt Monday, 22 August 2016
Institutional Entitlement Offer Bookbuild Monday, 22 to Tuesday, 23 August 2016
Noni B Group resumes trading ex. entitlements Wednesday, 24 August 2016
Record Date Wednesday, 24 August 2016
Retail Entitlement offer opens Friday, 26 August 2016
Retail offer booklet despatched Friday, 26 August 2016
Institutional Settlement Date Thursday, 1 September 2016
Institutional Allotment and Trading Date Friday, 2 September 2016
Transaction Completion Monday, 5 September 2016
Retail Entitlement Offer closes Wednesday, 7 September 2016
Retail Allotment Date Wednesday, 14 September 2016
Retail Trading Date Thursday, 15 September 2016
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Sources & Uses of Funding
• Noni B Group has received commitments in relation to $35.0m of debt funding, comprising $30.0m acquisition debt facilities and a
$5.0m working capital facility
• Funding for Noni B Group’s payment of the cash component of the initial transaction consideration will be through a combination of
the Entitlement Offer and the acquisition debt facility
• The share component of the initial transaction consideration will be satisfied by the CPH Placement
17
Transaction Sources Transaction Uses
Acquisition Debt Facilities $30.0m Initial Transaction Consideration (Cash) $65.0m
Entitlement Offer Proceeds $38.1m Transaction Fees & Costs $4.0m
Noni B Group Existing Cash $0.9m
Total $69.0m Total $69.0m
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Appendix – Additional Financial Information
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Basis Of Preparation and Key Assumptions
• This section has been prepared to illustrate the pro forma historical financial information of Noni B Group post the acquisition of Pretty Girl
• The pro forma financial information is based on information extracted from the audited financial statements of Noni B Group for the year
ended 26 June 2016 and the unaudited financial statements of Pretty Girl for the year ended 3 July 2016 and other supplementary
information as was considered necessary, including management accounts and forecast financial information (Pro Forma Financial
Information)
• The Pro Forma Financial Information is presented in an abbreviated form insofar as it does not include all of the presentation disclosures,
statements or comparative information as required by Australian Accounting Standards (AAS) applicable to general purpose financial
reports prepared in accordance with the Corporations Act
• The Pro Forma Financial Information has been prepared in order to give shareholders an indication of the scale and size of Noni B Group
following completion of the proposed transaction
• The Pro Forma Financial Information has been prepared in accordance with the recognition and measurement principles of AAS. The
following adjustments have been made to reflect annualisation of changes to each business which occurred during FY 2016 (trading period
adjustments, discontinued business, new stores, closed stores).
• Pro Forma adjustments were made to the financial information of Noni B Group and Pretty Girl to reflect a normalised trading position of
the combined group, capital raising and funding structure in relation to the acquisition as if the acquisition had occurred at the end of FY
2016
• EBITDA is a non-AAS financial measure, defined for the purposes of this document as earnings before interest, tax, depreciation,
amortisation, non-recurring income/expenditure and certain non-cash items such as share based payments and unrealised foreign
exchange gains/losses
• Apart from the adjustments outlined in the notes to the Pro Forma Financial Information, no adjustments have been made to the historical
financial information of Noni B Group and Pretty Girl. In particular, no adjustments have been made to allow for subsequent events unless
specifically mentioned
• The accounting policies adopted for the purposes of the Pro Forma Financial Information are based on each entity’s current accounting
policies. As such, the Pro Forma Financial Information excludes the amortisation of acquired intangibles as a purchase price allocation
exercise has not yet been performed
• Benefits from cost savings and synergies are likely to be realised as a result of the proposed transaction. The Pro Forma Financial
Information reflects the size and scale of the combined Noni B Group post acquisition of Pretty Girl before the impact of any cost savings
and synergies. The Pro Forma Financial Information also does not include any one off costs anticipated to achieve cost savings or
synergies
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Historical Financials – Pretty Girl
• The summary historical financial
performance of Pretty Girl is set out in
the adjacent charts
• Pretty Girl management grew sales over
the period FY2014 to FY2016 through a
combination of like-for-like
improvements and new stores
• Over this time period, Pretty Girl
management restored the business to
profitability (Pretty Girl delivered an
EBITDA loss of $6.2m in FY2013)
• FY2016 earnings was impacted by the
unseasonably warm autumn and winter
period and resulting wide ranging
discounting experienced in the
Australian apparel sector
1. The underlying financial information presented above has been sourced from the unaudited Pretty Girl accounts for the year ending 3 July 2016.
2. Stores represent closing number of stores at the end of the relevant financial year, including online stores.
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188217
229
351
367379
300
320
340
360
380
400
0
50
100
150
200
250
FY14 FY15 FY16
# Stores$m Sales Stores
11.0
15.2
11.4
0
10
20
FY14 FY15 FY16
$m EBITDA
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Historical Financials – Noni B Group
• As outlined on page 7, Noni B Group
management have been focused on a
turnaround of the business since
November 2014
• The improvement in profitability over this
period has been the result of
implementing a number of identified
turnaround strategies
• Other areas of focus have included
product range improvements and
enhancement of the overall customer
experience, both in-store and online
1. The underlying financial information presented above has been sourced from the audited financial statements of Noni B Group for the year ending 26 June 2016.
2. No adjustments for discontinued business or annualisation of stores have been made to the above numbers.
3. Stores represent closing number of stores at the end of the relevant financial year, including online stores.
21
112 108 110
213210
222
150
170
190
210
230
250
0
20
40
60
80
100
120
140
FY14 FY15 FY16
# Stores$m Sales Stores
-0.8 -1.2
6.1
-5
0
5
10
FY14 FY15 FY16
$m EBITDA
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Pro Forma Balance Sheet 1. The Pro forma balance sheet is presented
using the audited financial statements of Noni
B Group for the year ending 26 June 2016
and the unaudited Pretty Girl accounts for the
year ending 3 July 2016, and has been
prepared on the basis that the acquisition was
completed on 26 June 2016 including the
impact of the assets and liabilities of Pretty
Girl being transferred to Noni B Group at their
historical book value on a consolidated basis
and the estimated impact of debt and equity
raisings.
2. Noni B Group has agreed to pay initial
Transaction consideration of $74.7m for
Pretty Girl, which is expected to be funded
through a combination of equity raised of
$38.0m and additional borrowings. Uses of
funds are set out at page 17.
3. Adjustments to arrive at a Pro Forma financial
position for the combined group comprise the
following:
1. Addition of the assets and liabilities of
Pretty Girl as at 3 July 2016
2. Cash proceeds from the entitlement
offer of approximately $38.0m based
on the Offer Price
3. Debt drawn of $30.0m via acquisition
bank facility with ANZ
4. Cash consideration component paid
of $65.0m
5. Assumed transaction costs of $4.0m
6. The net effect on Pro Forma cash of
proceeds and consideration is a $0.9m
decrease. Refer to sources and uses of funds
set out at page 17.
22
$mNoni B Group
(26-Jun-16)
Acquisition
Adjustments
Pro-Forma Noni
B Group
Cash and cash equivalents 12.9 -0.9 12.0
Trade and other receivables 1.5 2.3 3.8
Inventories 11.4 19.5 30.9
Other current assets 0.3 0.7 1.0
TOTAL CURRENT ASSETS 26.2 21.5 47.7
Property, plant and equipment 6.4 22.3 28.7
Intangibles 0.5 65.0 65.5
Other non-current assets 3.9 7.2 11.1
TOTAL ASSETS 37.0 116.1 153.1
Trade and other payables 17.7 18.9 36.6
Other current liabilities 4.6 8.8 13.4
TOTAL CURRENT LIABILITIES 22.3 27.7 50.0
Borrowings 0.0 30.0 30.0
Other non-current liabilities 2.7 10.6 13.4
TOTAL LIABILITIES 25.0 68.3 93.3
NET ASSETS 11.9 47.8 59.7
Contributed equity 21.7 47.8 69.5
Reserves 1.1 1.1
Retained profits -10.9 -10.9
NET EQUITY 11.9 47.8 59.7
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Appendix – Key Risks
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Key Risks - Business
General Economy Discretionary retail sales may be adversely impacted by a general decline in economic conditions and, by
extension, global economic conditions. Although Noni B Group and the Pretty Girl portfolios are not fashion-
led brands, which should reduce their regular trading volatility, they remain inherently linked to consumer
sentiment patterns.
Competition The womenswear apparel retailing sector is competitive, with Noni B Group and Pretty Girl competing for
share of wallet with other local and international brands which are sold through stores and boutiques,
department stores as well as online channels (discussed below).
There is a risk of increased competition from existing retail operators as well as new potential entrants into
the Australian market, which may adversely impact Noni B Group’s financial performance.
Online Noni B Group and Pretty Girl currently generate a relatively small proportion of sales through their online
channel. Accordingly, Noni B Group and Pretty Girl may risk losing market share to competitors with
stronger online offerings or international product sold through online channels.
As outlined within this document, a key focus for management team as part of the integration exercise will be
the development of both businesses’ online offerings in order to mitigate this risk.
Key Personnel The operational and financial performance of Noni B Group and Pretty Girl is dependent on Noni B Group’s
ability to attract and retain experienced management. The loss or unavailability of key personnel involved in
the management of the businesses could have an adverse impact on Noni B Group’s financial performance.
Noni B has implemented and operates a Director and Senior Management Share Plan to assist in attracting
and retaining key staff
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Key Risks – Business
Integration The combination of the Noni B Group and Pretty Girl businesses is a significant integration exercise which
will place increasing demands on the combined management team.
While the existing Noni B Group and Pretty Girl management teams have recently delivered turnarounds of
their respective businesses, there is a risk that the integration of Noni B Group and Pretty Girl takes longer
than anticipated and or delivers financial benefits which are below levels expected by management.
Foreign Exchange Noni B Group and Pretty Girl are exposed to foreign exchange risk due to their garments being manufactured
in countries other than Australia. Noni B Group’s primary exposure is to the US dollar.
Although Noni B Group has a policy of entering into hedging contracts, this may only provide for relatively
short term management of foreign exchange risk. Noni B Group may be exposed to the longer term
movements of foreign exchange rates if it is unable to make commensurate adjustments to its selling or
purchase price of those same garments.
Interest Rate Noni B Group will utilise debt facilities in order to fund a proportion of the purchase price for Pretty Girl. As a
result, Noni B Group will be exposed to movements in interest rates which may impact Noni B Group’s cost
of funding and financial performance.
Movements in interest rates may also impact Noni B Group’s customers’ spending patterns.
Noni B Group will enter into hedging arrangements to cover the majority of its interest rate exposure.
Financing Noni B Group will utilise debt facilities in order to fund a proportion of the purchase price for Pretty Girl. The
debt facilities will be subject to compliance with certain covenants which may restrict Noni B Group’s ability to
engage in certain activities or to make payment of dividends to Noni B Group shareholders.
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Key Risks - Business
Taxation The risk that changes in tax law (including goods and services taxes and duties) may impact the tax
liabilities of Noni B Group. In addition the ability of Noni B Group to obtain the benefit of existing tax losses
and claim other beneficial tax attributes, including those attributable to the acquisition of Pretty Girl, will
depend on future circumstances and may be adversely affected by changes in ownership, business
activities, and levels of taxable income.
Litigation Noni B Group may become involved in litigation or disputes, which could adversely affect financial
performance and reputation.
Occupational Health &
Safety
If there were to be a failure to comply with the applicable occupational health & safety legislative
requirements across the jurisdictions in which Noni B Group operates, there is a risk that such non-
compliance could result in fines, penalties and / or compensation for damages, as well as reputational
consequences.
Trading Price of Noni B
Group Shares
There are risks associated with any share market investment. It is important to recognise that share prices
and dividends might rise or fall. Factors affecting the operating and financial performance of Noni B Group
and the ASX trading price of Noni B Group shares include domestic and international economic conditions
and outlook, changes in government fiscal, monetary and regulatory policies, changes in interest rates and
inflation rates and other variations in general market conditions.
The share prices of many companies are affected by factors which may be unrelated to the operating
performance of that company. Such factors may adversely affect the market price of Noni B Group.
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Key Risks - Transaction
Change of Control A certain number of Pretty Girl’s contracts include a change of control provision which entitle the
counterparty to review, modify or terminate those contracts. If a counterparty were to take such an action
in relation to a contract, this may have an adverse impact on Noni B Group.
Reliance on
Information
Noni B Group undertook a due diligence process in respect of the Pretty Girl business which relied in part
on the review of financial and other information provided by Pretty Girl. Noni B Group has not been able
to verify the accuracy, reliability or completeness of all of the information which was provided against
independent sources. Noni B Group has also relied on that information for the purposes of preparing the
pro forma financial information for the combined businesses as set out within this presentation. Should
any of the data or information prove to be incomplete, incorrect, inaccurate or misleading, there is a risk
that the actual financial position and performance of the combined businesses may be different to the pro
forma financial position and performance set out within this presentation.
Acquisition Accounting Following the acquisition of Pretty Girl, Noni B Group will be required to perform a purchase price
allocation involving the valuation of assets and liabilities acquired. The fair value of assets acquired will
provide the basis for subsequent depreciation and amortisation charges in the statement of financial
performance for Noni B Group on a consolidated basis. Accordingly, the consolidated earnings may be
different to the pro forma financial performance set out within this presentation.
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Key Risks - Transaction
Funding risk The acquisition debt facilities are subject to completion of certain confirmatory requirements and final
documentation. If these remaining matters are unable to be successfully completed, the financiers may
withdraw the offer to provide the debt facility which would have an adverse impact on Noni B Group’s sources
of funding to acquire Pretty Girl.
Underwriting risk Noni B Group has entered into an underwriting agreement with its major shareholder, Alceon pursuant to
which Alceon will underwrite the Entitlement Offer, subject to the terms and conditions of the underwriting
agreement. The key terms and conditions of the underwriting agreement are summarised on page 31.
If these conditions are unable to be satisfied, the underwriting agreement may be terminated which would
have an adverse impact on Noni B Group’s source of funding to acquire Pretty Girl. Noni B Group would
need to find alternative sources of funding in order to satisfy its obligations under the sale and purchase
agreement in relation to Pretty Girl.
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Appendix – Transaction Documents
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Summary Of Key Transaction Documents SHARE SALE AGREEMENT
• Noni B Group (or its nominee) has agreed to acquire all of the ordinary share capital in CPH Fashion Pty Ltd
• Initial transaction consideration comprises:
• $65m in cash
• 7.72m shares in Noni B Group, representing a fully diluted interest of 10% in Noni B Group
• In addition, the transaction consideration includes a deferred cash component of up to $7.3m payable in two tranches subject to the existing Pretty
Girl store network meeting certain sales thresholds for the financial years 2017 and 2018
• Transaction completion is subject to satisfaction of the following conditions
• No material adverse change occuring in relation to Noni B Group or Pretty Girl, where material adverse change refers to:
• any event, circumstance, change or occurrence (singularly or in combination) that occurs that could reasonably be expected to
result in the consolidated earnings before interest, tax expense, depreciation and amortisation for each of the 2017 and 2018
financial year being less than 80% of the consolidated earnings before interest, tax expense, depreciation and amortisation for
the 2016 financial year
• Satisfaction of the conditions to the ANZ debt term sheet, which are customary conditions for a corporate debt facility of this nature,
including that certain funds are received by Noni B way of equity contribution
• Subject to satisfaction of the conditions outlined above, transaction completion is expected to occur on 5 September 2016. If the conditions are
unable to be satisfied by that date, the next scheduled completion date will occur in October 2016 unless otherwise agreed between Noni B Group
and CPH
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Summary Of Key Transaction Documents SUBSCRIPTION AGREEMENT
• Pursuant to the terms of the Share Sale Agreement, CPH (or its nominee) has agreed to subscribe for 7.72 million shares in Noni B Group at a
price of $1.25 per share
• Completion under the subscription agreement is conditional upon completion under the share sale agreement
• Under the terms of the subscription agreement, CPH may nominate a director to the board of Noni B Group. CPH has nominated Brad Kady to the
board of Noni B Group
UNDERWRITING AGREEMENT
• Noni B Group has entered into an underwriting agreement with its largest shareholder, Alceon, pursuant to which Alceon has underwritten the
Accelerated Non-Renounceable Entitlement Offer of up to $40m at a price of $1.25 per share (“Underwriting Agreement”)
• The key terms of the Underwriting Agreement between Noni B and Alceon dated 2 August 2016 are summarised below:
• Alceon has underwritten the amount of any shortfall of securities offered under the Entitlement Offer (if any)
• An underwriting fee of 3% of the issue amount is payable to Alceon plus any fees or costs associated with any sub-underwriters
• Noni B Group has given various representations and warranties in respect of its business and its compliance with continuous disclosure
obligations (amongst others). Noni B Group has also agreed to indemnify Alceon for losses arising from a breach of those representations
and warranties. Such representations and warranties are considered customary for agreements of this type
• Alceon has the right to terminate the agreement upon the occurrence of certain events, including:
• If one or more conditions precedents are not satisfied, including;
• The institutional entitlement offer opening no later than 22 August 2016;
• Compliance with the timetable as set out in ASX Listing Rules Appendix 7A;
• Approval of the form of offer documents by Alceon; and
• The due diligence process being completed prior to the issue of any offer documents;
• In relation to the Transaction, where a material adverse effect (defined as one that could reasonably be expected to result in
Noni B’s EBITDA for each of 2017 and 2018 financial years being less than 80% of its EBITDA for the 2016 financial year)
occurs with respect to Noni B and its related bodies corporate; and
• a number of other termination events customary to agreements of this nature
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Appendix – other
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International Selling Restrictions NO OVERSEAS OFFERING
• This document does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an
offer or invitation. In particular, this document does not constitute an offer to Ineligible Retail Shareholders and may not be distributed in the United
States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States
• This document is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand
• No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public
offering of the New Shares, in any jurisdiction other than Australia and New Zealand
• The distribution of this document (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into
possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-
compliance with these restrictions may contravene applicable securities laws
• Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply
• Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Noni B to lawfully receive your Application
Monies
NEW ZEALAND
• The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Noni B with registered
addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption
Notice 2013 (New Zealand)
• This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand
regulatory authority. This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not,
contain all the information that an investment statement or prospectus under New Zealand law is required to contain
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International Selling Restrictions UNITED STATES
• None of the information in this document constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither
this document (or any part of it), the accompanying ASX announcement nor the Entitlement and Acceptance Form when that is to be made
available, may be released or distributed directly or indirectly, to persons in the United States
• The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or the securities laws of any state
or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons (including nominees
or custodians) who are acting for the account or benefit of a person in the United States, and the New Shares may not be offered, sold or resold in
the United States or to, or for the account or benefit of, a person in the United States except in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act and applicable securities laws of any state or other jurisdiction in the United States
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Noni B Limited ABN 96 003 321 579 10 Garling Road Kings Park NSW 2148
PO Box 6006 Mail Deliver Centre, Blacktown NSW 2148
Tel 02 8822 5333 Fax 02 8822 5300
ASX/media release 24 August 2016
Noni B Limited Successfully Completes Institutional Entitlement Offer
Noni B Limited ACN 003 321 579 (Noni B) is pleased to announce the successful completion of the institutional component (Institutional Entitlement Offer) of its 39 for 50 pro rata accelerated non-renounceable entitlement offer (Entitlement Offer) announced on Monday 22 August 2016.
The Institutional Entitlement Offer raised approximately $34.5 million at $1.25 per share (Offer Price) and was well supported by Noni B’s major shareholders, who took up approximately 66.5% of their entitlements. As previously announced, Alceon Group and members of Noni B’s management elected to allocate a portion of their entitlements to new shareholders, to increase the level of institutional and retail representation on Noni B’s share register and improve liquidity. This allocation was well supported by a range of institutional investors.
New shares issued under the Institutional Offer are expected to be issued on Friday 2 September 2016 and commence trading on a normal settlement basis on ASX on the same day. These shares will rank equally with existing shares.
Noni B Chairman, Richard Facioni, said: "We are very pleased with the support shown by institutional investors in the offer and Noni B's acquisition of the Pretty Girl Group. The institutional book-build for the entitlements not taken up by Alceon and Noni B management was oversubscribed. We’re happy with the quality and mix of investors who participated in the book-build and, as a result, the company now has a more diverse and liquid shareholder base."
Commencement of the Retail Entitlement Offer
The retail component of the entitlement offer (Retail Entitlement Offer) will open on Friday 26 August 2016 and close at 5:00pm (Sydney) on Wednesday 7 September 2016. The Retail Entitlement Offer is fully underwritten and is expected to raise approximately $3.6 million.
Eligible retail shareholders having the opportunity to subscribe for 39 new Shares in Noni B for every 50 existing Shares held by them at 7:00pm (Sydney) on Wednesday 24 August 2016 (Record Date) at the offer price of $1.25 per new share.
The terms and conditions under which eligible retail shareholders may apply are outlined in the retail entitlement offer booklet which will be despatched along with a personalised entitlement and acceptance form to eligible retail shareholders on Friday 26 August 2016. Copies of the retail entitlement offer booklet will be available on the ASX website from Wednesday 24 August 2016.
Shareholders with a registered address outside Australia or New Zealand as at the Record Date will be ineligible to participate in the Retail Entitlement Offer.
Noni B expects its trading halt to be lifted and Noni B shares to recommence trading from market open today.
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Key Dates of the Entitlement Offer
Event Date
Announcement of the Entitlement Offer Monday, 22 August 2016
Institutional Entitlement Offer opens Monday, 22 August 2016 to Tuesday, 23 August 2016
Record Date 7:00pm (Sydney) Wednesday, 24 August 2016
Retail Entitlement Offer opens Friday, 26 August 2016
Retail offer booklet despatched Friday, 26 August 2016
Institutional Entitlement Offer settlement date Thursday, 1 September 2016
Institutional Entitlement Offer Allotment & Trading Date Friday, 2 September 2016
Retail Entitlement Offer closes 5:00pm (Sydney) Wednesday, 7 September 2016
Retail Entitlement Offer Allotment Date Wednesday, 14 September 2016
Retail Entitlement Offer Trading Date Thursday, 15 September 2016
Retail Investor Enquiries
For further information in regard to the Retail Entitlement Offer, please contact the Noni B Entitlement Offer Information Line on 1300 556 161 (within Australia) or +61 3 9415 4000 (outside Australia) from 9.00am to 5.00pm (Sydney time) Monday to Friday.
For further information please contact:
Shareholders and analysts Media Noni B Group GRACosway Richard Facioni (Chairman) Geoff Elliot (Managing Partner) Tel: (B) 8023 4039; (M) 0414 235 231 Tel: (B) 8353 0420; (M) 0488 051 888 Important Information
Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This announcement or any other documents relating to the offer of Noni B's new shares may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or solicitation of an offer to buy, any securities in the United States. The new shares to be offered or sold in the Entitlement Offer have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or under the securities laws of any state or other jurisdiction in the United States. The new shares may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act, or are offered and sold pursuant to an exemption from, or in a transaction no subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
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4. ADDITIONAL INFORMATION 4.1 ELIGIBILITY OF RETAIL SHAREHOLDERS The Retail Entitlement Offer is being offered to all Eligible Retail Shareholders only.
Eligible Retail Shareholders are Shareholders on the Record Date who:
(a) are registered as holders of existing Noni B shares as at 7:00pm (Sydney time);
(b) have a registered address on Noni B’s share register in Australia or New Zealand or are a Shareholder that Noni B has otherwise determined is eligible to participate;
(c) are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States;
(d) were not invited to participate in the Institutional Entitlement Offer and were not treated as an Ineligible Institutional Shareholder under the Institutional Entitlement Offer; and
(e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
Retail shareholders who do not satisfy the above criteria are Ineligible Retail Shareholders.
By returning a completed personalised Entitlement and Acceptance Form or making a payment by either BPay® or cheque, bank draft or money order, you will be taken to have represented and warranted that you satisfy each of the criteria listed above to be an Eligible Retail Shareholder. Nominees, trustees or custodians are therefore advised to seek independent professional advice as to how to proceed.
Noni B has determined that it is unreasonable to extend the Retail Entitlement Offer to Ineligible Retail Shareholders because of the small number of such Shareholders, the number and value of Shares that they hold and the cost of complying with the applicable regulations in jurisdictions outside Australia and New Zealand, but reserves its right to do so (subject to compliance with relevant laws).
4.2 RANKING OF NEW SHARES The New Shares issued under the Retail Entitlement Offer will be fully paid and rank equally with Existing Shares.
4.3 ALLOTMENT Noni B has applied for quotation of the New Shares on ASX in accordance with Listing Rule requirements. If ASX does not grant quotation of the New Shares, Noni B will repay all Application Monies (without interest).
Trading of New Shares will, subject to ASX approval, occur shortly after allotment. It is expected that allotment of the New Shares under the Retail Entitlement Offer will take place on 14 September 2016. Application Monies will be held by Noni B on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Monies.
Subject to approval being granted, it is expected that the New Shares allotted under the Retail Entitlement Offer will commence trading on a normal basis on 15 September 2016.
It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. The sale by an Applicant of New Shares prior to receiving their holding statement is at the Applicant’s own risk.
4.4 UNDERWRITER AND LEAD MANAGER The Entitlement Offer is fully underwritten by the Underwriter.
Noni B and the Underwriter have entered into an Underwriting Agreement. Customary with these types of arrangements:
(a) Noni B and the Underwriter have given certain representations, warranties and undertakings in connection with (among other things) the Entitlement Offer;
(b) Noni B has agreed, subject to certain carve-outs, to indemnify the Underwriter and its directors, agents, advisors, contractors and employees against all claims, judgements, damages, losses, expenses and liabilities arising out of or in connection with the Entitlement Offer;
(c) an Underwriter may (in certain circumstances, having regard to the materiality of the relevant event) terminate the Underwriting Agreement and be released from its obligations under it on the occurrence of certain events, including (but not limited to) where:
(i) the acquisition agreement under which Noni B will acquire Pretty Girl Fashion Group is terminated prior to its completion;
(ii) there is a law intended to come into effect within 12 months or any official announcement on behalf of the Australian government or any state government which has or could reasonably be expected to adversely alter the circumstances in connection with the Entitlement Offer;
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(iii) Noni B does not comply in all material respects with the timetable for the Entitlement Offer;
(iv) any of the offer documents (including this Information Booklet and all ASX announcements made in connection with the Entitlement Offer) is or becomes misleading or deceptive (including by omission) in a material respect or likely to mislead or deceive in a material respect, or the offer documents omit any material information they are required to contain; or
(v) Noni B withdraws from the Entitlement Offer prior to all the New Shares having been allotted; and
(d) the Underwriter will receive an underwriting fee of 3% of the gross proceeds of the Entitlement Offer plus any fees or costs associated with any sub-underwriters (if any).
The Underwriter will also be reimbursed for certain expenses.
Morgans is the Lead Manager to the Entitlement Offer and will receive a management fee of $150,000.00 (plus GST) and a selling fee of $150,000 (plus GST).
Neither the Underwriter, Lead Manager nor any of their respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue of this Information Booklet. To the maximum extent permitted by law, the Underwriter, Lead Manager and their respective related bodies corporate and affiliates and each of their respective directors, officers, partners, employees, representatives or agents exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. Neither the Underwriter, Lead Manager nor any of its respective related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents make any recommendations as to whether you or your related parties should participate in the Entitlement Offer, nor does it make any representations or warranties to you concerning this Entitlement Offer or any such information, and you represent, warrant and agree that you have not relied on any statements made by the Underwriter, Lead Manager or any of their respective related bodies corporate and affiliates or any of its respective directors, officers, partners, employees, representatives or agents in relation to the New Shares or the Entitlement Offer generally.
4.5 CONTINUOUS DISCLOSURE Noni B is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX
Listing Rules, including the preparation of annual reports and half yearly reports.
Noni B is required to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the stock markets conducted by ASX. In particular, Noni B has an obligation under the Listing Rules (subject to certain exceptions) to notify ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of Noni B shares. That information is available to the public from ASX.
4.6 NO COOLING OFF RIGHTS Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.
4.7 ROUNDING OF ENTITLEMENTS Where fractions arise in the calculation of an Entitlement, they will be rounded up to the nearest whole number of New Shares.
4.8 NOT INVESTMENT ADVICE This Information Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Noni B is not licensed to provide financial product advice in respect of the New Shares. The information contained in this Information Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it purport to contain all the information which would be required in a prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Noni B’s other periodic statements and continuous disclosure announcements lodged with ASX.
4.9 GOVERNING LAW This Information Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in New South Wales, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.
4.10 WITHDRAWAL OF THE ENTITLEMENT OFFER Noni B reserves the right to withdraw all or part of the Entitlement Offer and this Information Booklet at any time, subject to applicable laws, in which case Noni B will refund Application Monies in relation to New Shares not already issued in accordance with the Corporations Act and without payment of interest. In circumstances where allotment under the Institutional Entitlement Offer has occurred, Noni B may only be able to withdraw the Entitlement Offer with respect to New Shares to be issued under the Retail Entitlement Offer.
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To the fullest extent permitted by law, you agree that any Application Monies paid by you to Noni B will not entitle you to receive any interest and that any interest earned in respect of Application Monies will belong to Noni B.
4.11 PRIVACY As a shareholder, Noni B and its Share Registry have already collected certain personal information from you. If you apply for New Shares, Noni B and its Share Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of the New Shares, service your needs as a shareholder, provide facilities and services that you request and carry out appropriate administration.
To do that, Noni B and its Share Registry may disclose your personal information for purposes related to your shareholdings to their agents, contractors or third party service providers to whom they outsource services, in order to assess your application for New Shares, the Noni B share register for ongoing administration of that register, printers and mailing houses for the purposes of preparation of the distribution of shareholder information and for handing of mail, or as otherwise under the Privacy Act 1988 (Cth).
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5. AUSTRALIAN TAXATION CONSEQUENCES Below is a general guide to the Australian income tax, goods and services tax (GST) and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders that hold their New Shares on capital account. The guide applies only to Eligible Retail Shareholders who are Australian resident individuals, companies or complying superannuation entities.
The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. It does not purport to be a complete analysis of the potential Australian tax consequences of the Retail Entitlement Offer and is intended as a general guide to the Australian tax implications. Eligible Retail Shareholders should seek advice from an appropriate professional advisor in relation to the Australian tax implications of the Retail Entitlement Offer based on their own individual circumstances.
The comments below are based on the Australian tax law as it applies as at the time of the Retail Entitlement Offer. Other than as expressly discussed, the comments do not take into account or anticipate changes in Australian tax law or future judicial interpretations of law after this time unless otherwise specified. The comments also do not take into account tax legislation of any country other than Australia.
5.1 ISSUE OF ENTITLEMENT The issue of the Entitlement will not in itself result in any amount being included in the assessable income of an Eligible Retail Shareholder.
5.2 EXERCISE OF ENTITLEMENT New Shares will be acquired where the Eligible Retail Shareholder exercises all or part of their Entitlement under the Retail Entitlement Offer.
An Eligible Retail Shareholder will not derive any assessable income, or make any capital gain or capital loss at the time of exercising their Entitlement under the Retail Entitlement Offer.
For Australian capital gains tax (CGT) purposes, New Shares will be taken to have been acquired on the day that an Eligible Retail Shareholder exercises their Entitlement. The cost base of each New Share will be equal to the Offer Price payable for each New Share (plus certain incidental costs the Eligible Retail Shareholder incurs in acquiring the New Shares).
5.3 LAPSE OF ENTITLEMENT If an Eligible Retail Shareholder does not accept all or part of their Entitlement in accordance with the instructions set out above, then to that extent, that Entitlement will lapse and the Eligible Retail Shareholder will not receive any consideration for their Entitlement that is not taken up. There should be no tax implications for an Eligible Retail Shareholder from the lapse of the Entitlement.
5.4 TAXATION IN RESPECT OF DIVIDENDS ON NEW SHARES Where dividends on a New Share are paid by Noni B, those dividends will constitute assessable income of an Australian tax resident Eligible Retail Shareholder.
An Australian tax resident Eligible Retail Shareholder who is an individual or complying superannuation entity should include the dividend in their assessable income in the year the dividend is paid, together with any franking credit, where Noni B has paid company tax, which is attached to that dividend. Such Eligible Retail Shareholder should be entitled to a tax offset equal to the franking credit attached to the dividend subject to being a ‘qualified person’ (refer to comments below). The tax offset can be applied to reduce the tax liability on the Eligible Retail Shareholder’s taxable income. Where the tax offset exceeds the tax liability on the Eligible Retail Shareholder’s taxable income, such Eligible Retail Shareholder should be entitled to a refund of the excess franking offsets. With respect to an Eligible Retail Shareholder who is an individual, the individual will be taxed at their applicable marginal rate on the dividend received.
A corporate Eligible Retail Shareholder is also required to include both the dividend and any associated franking credit in its assessable income and include any such franking credit in its franking account. A tax offset is then available equal to the amount of the franking credit on the dividend. However to the extent the franking credits exceed the corporate Eligible Retail Shareholder's tax liability, this will not give rise to a refund.
Where a dividend paid by Noni B is unfranked, the Eligible Retail Shareholder will be required to include the unfranked amount in their assessable income and there will be no offset entitlement.
5.5 NEW SHARES HELD AT RISK The benefit of franking credits can be denied where an Eligible Retail Shareholder is not a ‘qualified person’ in which case the Eligible Retail Shareholder will not be able to include an amount for the franking credits in their assessable income and will not be entitled to a tax offset.
Broadly, to be a qualified person, an Eligible Retail Shareholder must satisfy the holding period rule and, if necessary, the related payment rule. The holding period rule requires an Eligible Retail Shareholder to hold the New Shares ‘at risk’ for more than 45 days continuously, measured as the period commencing the day after the Eligible Retail Shareholder acquires the New Shares and ending on the 45th day after the New Shares become ex-dividend. The dates the New Shares are acquired and disposed of are ignored for the purposes of determining the 45 day period. Any day on which an Eligible Retail Shareholder has a materially
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diminished risk of loss or opportunity for gain in respect of the New Shares) will not be counted as a day on which the Eligible Retail Shareholder held the New Shares ‘at risk’. This holding period rule is subject to certain exceptions, including where the total franking offsets of an individual in a year of income do not exceed A$5,000. This exception is not available where the related payment rule applies.
Under the related payment rule, a different testing period applies where the Eligible Retail Shareholder has made, or is under an obligation to make, a related payment in relation to a dividend paid by Noni B. The related payment rule requires the Eligible Retail Shareholder to have held the New Shares at risk for a period commencing on the 45th day before, and ending on the 45th day after, the day the New Shares become ex-dividend. Practically, this should not impact Eligible Retail Shareholders who continue to hold New Shares and also do not pass the benefit of the dividend to another person. Eligible Retail Shareholders should obtain their own tax advice to determine if these requirements have been satisfied.
A specific integrity rule generally prevents taxpayers from obtaining a tax benefit of additional franking credits where dividends are received as a result of dividend washing. Eligible Retail Shareholders should consider the impact of this measure given their own personal circumstances.
5.6 DISPOSAL OF NEW SHARES The disposal of New Shares will constitute a disposal of an asset for CGT purposes.
On disposal of New Shares, an Eligible Retail Shareholder will make a capital gain if the capital proceeds received on disposal exceed the cost base of the New Shares. An Eligible Retail Shareholder will make a capital loss if the capital proceeds are less than the reduced cost base of the New Shares.
Eligible Retail Shareholders that are individuals or complying superannuation entities and that have held their New Shares for 12 months or more are generally entitled to apply the applicable CGT discount percentage to reduce the capital gain (after offsetting capital losses). The CGT discount percentage is 50% for individuals (subject to certain modifications) and 33.33% for complying superannuation entities.
For the purpose of determining whether the New Shares have been held for 12 months or more, Eligible Retail Shareholders will be taken to have acquired them when they exercise their Entitlement under the Retail Entitlement Offer.
Eligible Retail Shareholders that make a capital loss can only use that loss to offset other capital gains from other sources i.e. the capital loss cannot be used against taxable income on revenue account. However, if the capital loss cannot be used in a particular income year it can be carried forward to use in future income years, and, specifically in the case of a corporate
Eligible Retail Shareholder, provided certain loss utilisation tests are satisfied.
5.7 TAXATION OF FINANCIAL ARRANGEMENTS The application of the Taxation of Financial Arrangements (TOFA) provisions depends on the specific facts and circumstances of the Eligible Retail Shareholder. Eligible Retail Shareholders should seek advice from an appropriate professional tax advisor in relation to the implications of the TOFA provisions.
5.8 GST The taking up of the New Shares will be classified as a “financial supply” for Australian GST purposes. Accordingly, Australian GST will not be payable in respect of amounts paid for the acquisition of the New Shares. Subject to certain requirements, there may be a restriction on the entitlement of Eligible Retail Shareholders to claim an input tax credit for any GST incurred on costs associated with the acquisition of New Shares.
5.9 STAMP DUTY New South Wales stamp duty will not be payable in respect of the taking up or (under recent changes to New South Wales stamp duty legislation) the subsequent transfer of New Shares.
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6. DEFINITIONS Applicant means an Eligible Retail Shareholder who has submitted a valid Application.
Application means the arranging for payment of the relevant Application Monies through BPay® in accordance with the instructions on the Entitlement and Acceptance Form or the submission of an Entitlement and Acceptance Form accompanied by the relevant Application Monies.
Application Monies means the aggregate amount payable for the New Shares applied for through BPay® or in a duly completed Entitlement and Acceptance Form.
Acquisition means the proposed 100% acquisition of Pretty Girl Fashion Group.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ACN 008 624 691 and the securities exchange operated by it.
Business Day has the same meaning as in the Listing Rules.
Closing Date means 5.00pm (Sydney time) on 7 September 2016, the day the Retail Entitlement Offer closes.
Corporations Act means the Corporations Act 2001 (Cth).
CPH Fashion means CPH Fashion Pty Ltd ACN 089 304 941.
Pretty Girl Fashion Group means CPH Fashion and the CPH Subsidiaries.
CPH Subsidiaries means each of Pretty Girl Fashion, W.Lane and Pretty Girl Shanghai.
Eligible Institutional Shareholder means, in accordance with sections 708(8) and (11) of the Corporations Act, respectively, a sophisticated or professional Shareholder on the Record Date who:
(a) is not an Ineligible Institutional Shareholder; and
(b) has successfully received an invitation from the Underwriter to participate in the Institutional Entitlement Offer (either directly or through a nominee).
Eligible Retail Shareholder has the meaning given in section 4.1 of this Information Booklet.
Entitlement means the right to subscribe for 39 New Shares for every 50 Shares held by eligible Shareholders on the Record Date, pursuant to the Entitlement Offer.
Entitlement and Acceptance Form means the entitlement and acceptance form that will accompany this Information Booklet when it is despatched to Eligible Retail Shareholders.
Entitlement Offer means the Institutional Entitlement Offer and the Retail Entitlement Offer.
Existing Shares means the Shares already on issue on the Record Date.
Ineligible Institutional Shareholder means a Shareholder who is an institutional Shareholder on the Record Date with a registered address outside Australia and New Zealand or any other jurisdiction that Noni B and the Underwriter agrees to whom ASX Listing Rule 7.7.1(a) applies.
Ineligible Retail Shareholder means a Shareholder (or beneficial holder of Shares) other than an Eligible Institutional Shareholder or an Ineligible Institutional Shareholder on the Record Date with a registered address outside Australia and New Zealand or any other jurisdiction that Noni B and the Underwriter agrees to whom ASX Listing Rule 7.7.1(a) applies.
Information Booklet means this document.
Institutional Entitlement Offer means the accelerated pro rata non-renounceable entitlement offer to Eligible Institutional Shareholders.
Investor Presentation means the presentation to investors released to the ASX on 22 August 2016, incorporated in section 3 of this Information Booklet.
Lead Manager or Morgans means Morgans Corporate Limited ACN 010 539 607.
Listing Rules means the official listing rules of ASX.
New Shares means Shares to be allotted and issued under the Entitlement Offer, including (as the context requires) the shortfall from the Entitlement Offer issued to the Underwriter or any sub-underwriters.
Noni B means Noni B Limited ACN 003 321 579
Offer Price means A$1.25 per New Share.
Pretty Girl Fashion means Pretty Girl Fashion Group Pty Ltd ACN 051 283 900.
Pretty Girl Shanghai means Pretty Girl Consutlancy (Shanghai) Ltd Company No. 310000400591044, a company registered in the People's Republic of China.
Record Date means 7.00pm (Sydney time) on 24 August 2016.
Retail Entitlement Offer means the pro rata non-renounceable offer to Eligible Retail Shareholders to subscribe for 39 New Shares for every 50 Shares of which the Shareholder is the registered holder on the Record Date, at an Offer Price of A$1.25 per New Share pursuant to this Information Booklet.
Share means a fully paid ordinary share in the capital of Noni B.
Share Registry means Computershare Investor Services Pty Limited ABN 48 078 279 277 .
Shareholder means a holder of Shares.
TERP means the theoretical ex-rights price at which Noni B shares should trade immediately after the ex-date of the Entitlement Offer.
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Timetable means the indicative table set out in the ‘key dates’ section of this Information Booklet.
Underwriter means Alceon Group Pty Ltd ACN 122 365 986.
Underwriting Agreement means the underwriting agreement dated 2 August 2016 between Noni B and the Underwriter.
US Securities Act means the US Securities Act of 1933, as amended.
W.Lane means W.Lane Pty Ltd ACN 003 115 124.
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7. CORPORATE INFORMATION COMPANY Noni B Limited 10 Garling Road Kings Park NSW 2148 http://www.nonib.com.au
UNDERWRITER Alceon Group Pty Ltd Level 16, 20 Hunter Street Sydney NSW 2000
LEAD MANAGER Morgans Corporate Limited Level 29, 123 Eagle Street Brisbane QLD 4000
SHARE REGISTRY Computershare Investor Services Pty Limited Level 5 115 Grenfell Street Adelaide SA 5000 Australia
LEGAL ADVISER K&L Gates Level 31, 1 O'Connell Street Sydney NSW 2000
NONI B ENTITLEMENT OFFER INFORMATION LINE Australia: 1300 556 161
International: +61 3 9415 4000
Open 9.00am to 5.00pm (Sydney time) Monday to Friday, before the Retail Entitlement Offer closes at 5.00pm (Sydney time) on 7 September 2016.
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