2a1525228 Eol
2a1525228 Eol
2a1525228 Eol
(ASX:EOL)
EQUITY CAPITAL RAISING
MAY 2024
Important Notice and Disclaimer
Important Notices and Disclaimer
The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting, accessing
or reviewing this Presentation or attending an investor presentation or briefing, you represent and warrant that you are entitled to receive this Presentation in accordance with the restrictions, and agree to be bound by the limitations, contained within it.
This Presentation has been prepared by Energy One Limited (ACN 076 583 018) (Energy One) and is dated 27 May 2024. This Presentation has been prepared in connection with Energy One’s underwritten, non-renounceable entitlement offer of new ordinary shares in
Energy One (New Shares) to certain eligible Energy One shareholders (Offer).
The Offer is being made to eligible shareholders of Energy One in Australia and New Zealand under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Corporations (Disregarding Technical Relief) Instrument 2016/73).
Summary information
This Presentation: (i) contains summary information about Energy One and its activities current as at the date of this Presentation; (ii) is for information purposes only and is not, and does not comprise all of the information which would be required to be disclosed in a
prospectus, product disclosure statement or other offering document under Australian law or any other law and will not be lodged with the Australian Securities and Investments Commission (ASIC) or any foreign regulator; (iii) does not and will not form any part of any
contract for the acquisition of New Shares; and (iv) should be read in conjunction with Energy One' other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.
Market and industry data
Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. None of Energy One, its representatives or advisors have
independently verified any such market or industry data provided by third parties or industry or general publications.
Not an offer
This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction in which it would be unlawful. This Presentation is not a prospectus, product disclosure statement or other disclosure document
under the Corporations Act (and has not been lodged with ASIC) or any other law. The Offer will be made on the basis of the information contained in the offer booklet to be prepared for eligible shareholders in Australia and New Zealand (Offer Booklet) and made available
following its lodgement with ASX. Any eligible shareholder in Australia or New Zealand who wishes to participate in the Offer should consider the Offer Booklet before deciding whether to apply for New Shares under the Offer. Anyone who wishes to apply for New Shares
under the Offer will need to apply in accordance with the instructions contained in the Offer Booklet and the entitlement and acceptance form.
New Zealand
This Presentation has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the FMC Act). The New Shares are not being offered to the public within New Zealand other than to existing
shareholders of Energy One with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.
This Presentation is not a product disclosure statement under New Zealand law. It does not, and is not required to, contain all the information that a product disclosure statement under New Zealand law is required to contain.
Other than through the exercise of entitlements under the Offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
▪ is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
▪ meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
▪ is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
▪ is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
▪ is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
The distribution of this Presentation in other jurisdictions outside Australia and New Zealand may also be restricted by law and New Shares may not be offered or sold, in any country outside of Australia and New Zealand. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws.
By accepting this Presentation, you represent and warrant that you are entitled to receive such presentation in accordance with the above restrictions and agree to be bound by the limitations contained therein.
This Presentation may not be distributed or released in the United States or to any person acting for the account or benefit of a person in the United States. This Presentation and the information contained herein does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States
or any other jurisdiction in which such offer would be illegal. The securities referred to in this Presentation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state or other jurisdiction of the United States, and may not be
offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States unless the securities have been registered under the Securities Act (which Energy One has no obligation to do or procure) or are offered or sold pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United States.
This Presentation is not financial product or investment advice or a recommendation to acquire Energy One shares or accounting, legal or tax advice. Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the
assumptions, uncertainties and contingencies which may affect future operations of Energy One and the impact that different future outcomes might have on Energy One. Information in this Presentation is not intended to be relied upon as advice to investors or potential investors and has been prepared without taking
into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek financial, legal and taxation advice appropriate to their
jurisdiction. Energy One is not licensed to provide financial product advice in respect of the New Shares.
Financial data
All dollar values are in Australian dollars (A$ or AUD) unless stated otherwise. This Presentation includes certain financial information as at 31 December 2023 and confirmation of FY24 revenue guidance (Financial Information).
The Financial Information has been included in this Presentation in relation to the Offer and should not be used for any other purpose. The Financial Information is intended to present investors with information to assist them in understanding the underlying historical financial position of Energy One. The directors of
Energy One (the Directors) are responsible for the preparation and presentation of the Financial Information.
The Financial Information is presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by Australian Accounting Standards (AAS) and other mandatory professional reporting requirements applicable to general purpose
financial reports prepared in accordance with the Corporations Act.
Certain financial measures included in this Presentation are (i) "non-IFRS financial information" under ASIC Regulatory Guide 230: "Disclosing non-IFRS financial information" and (ii) non-GAAP financial measures under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. This presentation
includes financial information for Energy One for the period post 30 June 2023 which has not been audited.
While Energy One believes that this non-IFRS financial information provided, and these non-GAAP financial measures provide, useful information to users in measuring the financial performance and conditions of Energy One, non-IFRS and non-GAAP financial measures do not have standardised meanings
prescribed by AAS or International Financial Reporting Standards ("IFRS"), may not be comparable to the calculation of similar measures of other companies and, as presented, may not be permissible in a registration statement under the U.S. Securities Act. Therefore, you should not place undue reliance on any non-
IFRS financial information or non-GAAP financial measures included in this Presentation or construe them as alternatives to other financial measures determined in accordance with AAS or IFRS.
This Presentation contains pro forma financial information. In particular it includes Energy One’s pro forma cash balance information for FY24 (and taking into account the impact of the Offer). Investors should note that the pro forma financial information included in this Presentation is for illustrative purposes only, is not
represented as being indicative of Energy One’s views on its future financial condition or performance, and any pro forma historical financial information included in this Presentation does not purport to be in compliance with Article 11 of Regulation S of the rules and regulations of the U.S. Securities and Exchange
Commissions. Pro forma financial information in this Presentation has not been audited or reviewed in accordance with the AAS.
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.
This Presentation contains certain "forward-looking statements" that are based on management's beliefs, assumptions and expectations and on information currently available to management. The words "expect", "likely", "should", "could", "may", "will", "aim", "intend", "propose", "believe", "opinion", "consider",
"predict", "plan", "scenario", "project", "outlook", "guidance", "forecast", "anticipates", "target" "estimate" and other similar expressions within the meaning of securities laws of applicable jurisdictions are intended to identify forward-looking statements. Such forward-looking statements include statements regarding
Energy One’s expectations about the financial and operating performance of its businesses, statements about the plans, objective and strategies of Energy One’s management, statements about the industry and markets in which Energy One operates and statements about the timetable and the outcome of the Offer
and the proceeds thereof. Forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.
There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.
Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and significant volatility, uncertainty and disruption caused by the COVID-19 pandemic and certain geopolitical tensions. Any forward-looking statements, opinions and
estimates in this Presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Any such statements contained in this Presentation are not indications,
guarantees or predictions of future performance and involve known and unknown risks, contingencies and uncertainties and other factors, many of which are beyond the control of Energy One, and may involve significant elements of subjective judgment and assumptions as to future events, which may or may not be
correct. Forward-looking statements may also assume the success of Energy One’s business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond Energy One’s control, and no assurance can be given that any of the strategies will be effective or that the anticipated
benefits from the strategies will be realised in the period for which the forward-looking statements may have been prepared or otherwise. Refer to the key risks in Appendix 2 of this Presentation for a non-exhaustive summary of certain general and company-specific risk factors that may affect Energy One.
Generators
Gas
producers
/shippers
HYBRID BUSINESS MODEL OF SOLUTIONS FOR THE TRADING WITH A MARKET SHARE (BY
RECURRING (~90%) AND NON- OF ENERGY DERIVATIVES AND VOLUME OF ENERGY) OF 50% IN
RECURRING (10%) REVENUES THE SCHEDULING OF PHYSICAL AUSTRALIA, 15% IN THE UK AND
We receive revenue from: ENERGY - INCLUDING GREEN LESS THAN 5% IN EUROPE,
• Subscription (SaaS-type) fees POWER, ELECTRICITY, GAS, THERE IS A LONG RUNWAY FOR
for software ENVIRONMENTAL AND CARBON GROWTH.
• Recurring fees for providing TRADING.
trading and other services
• T&M for project (e.g. installs)
• One-off fees for
brokerage/advisory
ENERGY ONE LIMITED (ASX:EOL) 8
WHERE WE ARE
MARKETS SERVED
OUR SOFTWARE IS USED TO TRADE AND MANAGE BOTH PHYSICAL ENERGY AND DERIVATIVE
CONTRACTS EITHER BILATERALLY (B2B) OR ON PUBLIC EXCHANGES.
CAGR 32%
Underwriting • Comprising the issue of approximately 1,073,837 new fully paid ordinary shares (“New Shares”) under the Offer, representing
~3.6% of existing ordinary shares on issue
• The Offer will be conducted at $4.05 per New Share (“Offer Price”), which represents a:
– 8.8% discount to the last closing price of $4.44 per share on Friday, 24 May 2024
Offer Pricing – 4.3% discount to the 5-day VWAP of $4.232 per share as at Friday, 24 May 2024
– 4.3% to the 15-day VWAP of $4.231 per share as at Friday, 24 May 2024
– 8.5% discount to TERP* of $4.427
• Pay down A$4.0m of the existing A$25m NAB debt facility.**
Use of Proceeds
• Costs of the offer.
Ranking • New Shares will rank equally with existing shares from issue date
• The Offer is fully underwritten by Unified Capital Partners Pty Ltd refer to the “Underwriting Agreement” slides for a summary of
Underwriter the key terms of the Underwriting Agreement.
• Ian Ferrier has committed approximately A$1.0 million to take up his full entitlement under the Offer.
• Directors Mike Ryan, Richard Kimber, and Leanne Graham have committed to sub-underwrite A$250,000 of the Offer. Nil fees
are payable to the directors as sub-underwriters and a summary of the significant events that could lead to the sub-underwriting
being terminated are set out on the “Underwriting Agreement” slides of this Presentation.
Director participation
• Additionally, Andrew Bonwick intends to take up his entitlements in full and Shaun Ankers intends to take up a portion of his
entitlements.
• The Theoretical Ex-Rights Price (‘TERP’) is the theoretical price at which Energy One shares should trade immediately after the ex-date of the Offer. TERP is a theoretical calculation only and the actual price at which Energy One shares will trade on the ASX immediately after the ex-date
for the Offer will depend on many factors and may not be equal to the TERP.
• ** EOL confirms that NAB have in principle agreed (including credit approval) to extend the facility for a further three years from April 2025 on materially the same terms and conditions as the current facility agreement. The extension is currently being documented by NAB and i s expected to be executed prior
to 30 June 2024.
18
ENERGY ONE LIMITED (ASX:EOL)
SOURCES AND USES OF FUNDS
Liabilities
Trade and other payables 5.0 5.0
Lease liabilities 3.0 3.0
Borrowings 22.7 (4.0) 18.7
Contract liabilities 5.1 5.1
Employee provisions 2.2 2.2
Deferred tax liability 6.0 6.0
Total Liabilities 44.0 (4.0) 40.0
Equity
Contributed equity 40.5 4.0 44.5
Reserves 1.1 1.1
Accumulated profits / (losses) 5.1 5.1
Total Equity 46.7 4.0 50.7
EVENT DATE
Record Date for Offer (7.00pm Sydney time) Thursday, 30 May 2024
Offer Opening Date and Offer Booklet dispatched Tuesday, 4 June 2024
Settlement of the New Shares issued under the Offer Thursday, 20 June 2024
Disruption to EOL relies on the performance, reliability and availability of its technology and software systems. There is a risk that these systems may fail to perform as expected or be adversely impacted by factors
technology and outside of EOL’ control, including disruption, failure, service outages or data corruption that could occur as a result of computer viruses, malware, cyber-attacks, including external malicious interventions
software systems such as hacking or denial of service attacks, or other disruptions including natural disasters, power outages or other similar events. There is also a risk that EOL’s software introduces a virus or fault into
one of its client’s systems. Any such disruption to technology or software systems could have a material adverse impact on EOL’s business.
Cybersecurity There is a risk that EOL may be exposed to a security breach or service interruptions where all or part of its technology platform or applications may experience downtime, delays, system failure,
interruption or corruption as a result of cyber-attacks including from computer viruses, bugs, worms, ransomware, data theft, technical failures, natural disasters, fraud or other events outside EOL’s
influence or control. Such risks may also result directly or indirectly from a security breach of one of EOL’s third party service providers. EOL relies on its third party service providers’ cyber resilience
capabilities. However, third party service provider counter measures may not be sufficient to detect or prevent unauthorised malicious acts. There is also a risk that security measures taken by EOL may
not be sufficient to detect or prevent unauthorised access to, or disclosure of, personal or confidential information, whether malicious or inadvertent. EOL collects, processes, handles and retains personal
and confidential information regarding its clients and their customers, service providers, business partners and investors.
Loss or theft of data There is a risk of security breaches of data (whether that of EOL or that of its clients) by unauthorised access, theft, destruction, loss of information or misappropriation or release of confidential customer
data. Measures taken may not be sufficient to prevent or detect unauthorised access to, or disclosure of, such confidential or proprietary information.
Any data security breaches or EOL’s failure to protect confidential or personal information could cause significant disruption to its business and trigger mandatory data breach notification obligations. Such
an event may adversely impact EOL’s operations and future financial performance, exposing EOL to reputational damage and regulatory scrutiny and fines.
System architecture A lack of strategy in development may delay projects and support capability. Increased maintenance on software may not be able to enhance older versions of software. As software becomes larger, there is
an increasing risk of the need to re-write the software.
Product delivery EOL may not be able to deliver new products and developments that meet its clients’ needs and expectations. There are implementation risks of delay, data errors and incorrect configuration. Projects may
execution also be delayed, or support capability may be poor due to a lack of strategy in the management of code versions and branches.
Customer EOL has a degree of customer concentration as described in EOL’s 2023 Annual Report. The potential loss of a critical customer or successive losses from a large number of other major customers would
concentration and key likely have an adverse impact on EOL’s financial performance, position and prospects.
customer relationships
Key supplier Regulated Energy Market and System Operators (AEMO in the Australian case) provide some of the data EOL’s products use and manage the underlying electricity and gas markets and systems. Changes
relationships in regulation away from market based systems may reduce the market for EOL’s software and services.
Strategy execution EOL has developed a 5-Year Strategic Plan and marketing strategy as a driver of growth for the business. There is no guarantee that EOL’s strategies will be successfully executed, deliver the expected
returns or ultimately be profitable. There is also a risk that the strategies may be subject to unexpected delays and additional implementation costs.
Acquisitions and EOL’s continued success will depend on its ability to successfully acquire and integrate businesses as planned. The failure to do so may adversely impact EOL’s future financial performance.
business integration
Ability to attract and A critical component of EOL’s success depends on the performance and expertise of its key personnel and high performing employees with specialist skills (including software development engineers and
retain key personnel marketing specialists). The loss of certain key personnel, and the inability to attract effective replacements in a timely manner, may adversely impact EOL’ business, operations and financial performance.
and specialists
Technology and EOL’s success will partly depend on its ability to offer services and products that remain current with the continuing changes in technology and evolving industry standards. There is a risk that EOL may not
product development be successful in addressing these developments in a timely manner. The development and implementation of technology is expensive and often involves an extended period of time to achieve a return on
investment. EOL, however, may not receive benefits from these investments for several years, or at all. The failure of EOL to successfully develop and implement technology upgrades may materially and
adversely impact EOL’ business, operation and financial performance and prospects.
Competition The software industry is subject to domestic and global competition. EOL faces competition from several organisations, some of which may have or may develop a competitive advantage over EOL, or may
have greater access to capital or other resources. The market share of EOL’s competitors may increase or decrease because of various factors which include, securing large customers, developing new
technologies and implementing pricing strategies designed to gain a competitive advantage. These actions would adversely impact EOL’s financial performance.
Software and database EOL relies on attaining software and database licences to operate its business. Any uptake of new customers requires careful consideration of any impacts to EOL’s licensing, which could otherwise have
licences adverse impacts on EOL’s operations and financial performance.
Regulatory Compliance EOL is an ASX listed company with key benefits of listing being access to capital and funding. If EOL were to breach listing rules and be suspended or excluded from trading this could have an adverse
impact on EOL’s liquidity and ability to fund product development.
Finance Facilities and EOL has a $25mil finance facility with National Australia Bank (NAB) and the facility agreement has a number of obligations and requirements. If EOL were in breach of these obligations NAB may pursue a
liquidity risk number of actions which could range from accepting the breach through to demanding repayment. The actions by NAB could have an adverse impact on EOL’s liquidity, ability to operate and ability to fund
product development. The finance facility interest rate is comprised of a line fee and margin both of which are applied with reference to the bank bill swap rate and as such increases in the swap rate will
result in increased borrowing costs. EOL is in current discussions with NAB regarding the extension of the finance facility. Until the documentation for the extension is executed (which is expected to be on or
before 30 June 2024), it cannot be said with certainty that it will be executed, or it will be on materially the same terms. If the extension is not executed, there is a risk that the Company may be in breach of
its covenants under the facility when next tested which could have adverse effects on the Company’s financial position and its ability to continue trading as a going concern. There is also no guarantee that
the proceeds of the Offer will be sufficient to meet EOL’s future liquidity and working capital needs, as it is not possible to predict with certainty the future performance of EOL. EOL might need to raise further
debt and equity capital in the future, and there is a risk that this will not be possible to achieve on acceptable terms or at all. The inability to obtain funding to finance current and future activities may result in
reduced financial liquidity, which may adversely impact EOL’s ability to fund its operations.
Economic conditions EOL is subject to a general market risk inherent in all securities traded on a stock exchange. Factors such as inflation, exchange rates, fiscal policy, interest rates, and industrial disruption
may impact on operating costs and prices. EOL’s income may also be affected by changes in the supply and demand for goods and services offered by its technology and licensing partners
within its chosen market sectors. EOL’s shares may therefore rise above or below the current share price, depending on the financial performance of the company and various factors which
are outside the control of EOL.
Litigation, claims and disputes EOL may be subject to litigation and other claims and disputes in the course of its business (through the provision of software or energy trading services where the underlying software or
service does not perform to customer specification), including employment disputes, contractual disputes, indemnity claims, occupational health and safety claims, or criminal or civil
proceedings in the course of its business. There is a risk that any such litigation, claims and disputes could materially and adversely affect EOL's business, operations and financial
performance, including the costs of settling such claims and the effect on EOL's reputation.
Exposure to changes in tax rules Changes in tax laws and policies, standards and practices in Australia may impact on the operation of EOL and its management. Tax laws in Australia are complex and are subject to
or their interpretation change, as is their interpretation by the courts and the tax authorities. Legal reforms and current proposals for further reforms, as well as new and evolving interpretations of existing laws,
give rise to uncertainty.
Regulatory changes Changes in laws, regulations, the Listing Rules and/or government policy may adversely impact the operations and business practices of EOL and therefore the attractiveness of an
investment in the company.
Force majeure events Events beyond the control of EOL may impact the operations of the company and its future profitability. These events include (but are not limited to) fire, flood, earthquake, other natural
disaster, pandemics, civil unrest, war, terrorist attack and/or industrial action.
Shareholder dilution In the future, EOL may elect to issue shares to raise further funding. While EOL will be subject to the constraints of ASX Listing Rules regarding the percentage of its capital it is able to
issue within a 12-month period (other than where exceptions apply), shareholders may be diluted as a result of such fundraisings and shareholders may experience a loss in value of their
equity as a result of such issues of shares and fundraisings.
Underwriting risk The entitlement offer is underwritten by Unified Capital Partners Pty Ltd (Underwriter) pursuant to the terms of the Underwriting Agreement summarised in an appendix of this
announcement. Under the Underwriting Agreement, the Underwriter has agreed to manage and underwrite the entitlement offer, subject to the terms and conditions of the agreement. If
certain conditions are not satisfied or certain customary termination events occur, the Underwriter may terminate the underwriting agreement, which would have an adverse impact on the
amount of proceeds raised under the entitlement offer or result in the entitlement offer not proceeding at all.
Unforeseen increased costs EOL’s future financial performance relies partly on the level of capital expenditure that is required to maintain its assets. Any significant unforeseen increase in the capital or operating costs
would impact EOL’s future cash flow and profitability.
The events which may trigger termination of the Underwriting Agreement include (but are not limited to) the following:
a) (Offer documents): the Underwriter forms the view (acting reasonably) that a statement contained in the Offer documents is or becomes false, misleading or deceptive in a material respect, or likely to
mislead or deceive (including by omission) in a material respect, or a matter required by the Corporations Act 2001 (Cth) (Corporations Act) is omitted from the Offer documents or the issue of the Offer
documents becomes misleading or deceptive or likely to mislead or deceive in a material respect;
b) (Cleansing statement): the cleansing statement issued in connection with the Offer is defective, or a corrective statement is required to be issued under the Corporations Act (other than as a result of
a new circumstance arising);
c) (market fall) the ASX/S&P 300 Index is 10% or more below the level of that index as at close of trading on the business day immediately preceding the date of the Underwriting Agreement, and is at or
below that level at the close of trading:
(i) for at least 2 Business Days during any time after the date of the Underwriting Agreement and prior to the settlement date; or
d) (Listing):
(i) Energy One ceases to be admitted to the official list of ASX or Energy One’s shares cease trading or are suspended from quotation on ASX other than in connection with the Offer;
(ii) ASX makes any official statement to any person, or indicates to Energy One or the Underwriter that official quotation on ASX of the New Shares will not be granted; or
(iii) approval is refused or approval is not granted which is unconditional (or conditional only on customary listing conditions which would not, in the opinion of the Underwriter, have a material
adverse effect on the success of the Offer), to the official quotation of the New Shares under the Offer on ASX on or before the dates referred to in the Offer timetable, or if granted, the
approval is subsequently withdrawn, qualified or withheld;
ENERGY ONE LIMITED (ASX:EOL) FIRST HALF RESULTS FY23 – FEBRUARY 2023 25
Underwriting Agreement
(i) any government agency commences, or gives notice of an intention to commence, any action, investigation, enquiry, hearing or proceedings in relation to Energy One, the Offer or the
Offer documents or prosecutes or commences proceedings against, or gives notice of an intention to prosecute or commence proceedings against, Energy One and any such matter has
not been withdrawn within 2 business days after being made or before the settlement date;
(ii) ASIC applies for an order under sections 1324B or 1325 of the Corporations Act in relation to an Offer document or prosecutes or commences proceedings against or gives notice of an
intention to prosecute or commence proceedings against Energy One;
(iii) an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Offer or an Offer document or ASIC commences, or gives notice of an intention to hold,
any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) or other applicable laws and any such application has not been
withdrawn within 2 business days after being made or before the settlement date;
(v) any government agency commences any public proceedings against any of the Directors in their capacity as a director of Energy One, or announces that it intends to take such action and
any such proceeding has not been withdrawn within 2 business days after being made or before the settlement date; or
(vi) any director of Energy One is disqualified from managing a corporation under Part 2D.6 of the Corporations Act;
f) (timetable) an event specified in the Offer timetable is delayed by more than two business days without the prior written consent of the Underwriter;
g) (withdrawal) Energy One withdraws an Offer document or the Offer or indicates that it does not intend to proceed with the Offer;
h) (unable to issue) the Energy One is prevented from granting the entitlements or issuing New Shares within the time required by the Offer timetable or by or in accordance with ASX Listing Rules
applicable laws, a government agency or an order of a court of competent jurisdiction;
i) (fraud) a director or officer of Energy One or Energy One is charged in relation to fraudulent conduct, whether or not in connection with the Offer;
j) (change in management) a change in CEO or CFO or in any member of the board of directors of Energy One occurs;
k) (Insolvency) Energy One or a Energy One group member is or becomes insolvent or there is an act or omission which is likely to result in Energy One or an Energy One group member becoming
insolvent;
l) (charge) a person charges or encumbers or agrees to charge or encumber, the whole, or a substantial part of the business or property of Energy One or the group, other than;
ENERGY ONE LIMITED (ASX:EOL) FIRST HALF RESULTS FY23 – FEBRUARY 2023 26
Underwriting Agreement
(i) as disclosed in an Offer document; or
m) (force majeure) there is an event or occurrence, including an official directive or request (including one compliance with which is in accordance with the general practice of persons to whom the directive or request
is addressed) of any government agency which makes it illegal for the Underwriter to satisfy an obligation under the Underwriting Agreement, or to market, promote or settle the Offer;
n) (debt facilities) an Energy One group member breaches, or defaults under (including potential event of default or review event which gives a lender or financier the right to accelerate or require repayment of the
debt or financing), any provision, undertaking covenant or ratio of a material debt or financing arrangement or any related documentation to which that entity is a party which has or is likely to have a material
adverse effect on Energy One group;
o) (certificate) a certificate is not given by Energy One in accordance with the Underwriting Agreement or a statement in a certificate is untrue or incorrect, or misleading or deceptive or contains omissions of any
required information;
p) (application) there is an application to a government agency (including, without limitation, the Takeovers Panel) for an order, declaration (including, in relation to the Takeovers Panel, of unacceptable
circumstances) or other remedy in connection with the Offer (or any part of it) or any agreement entered into in respect of the Offer (or any part of it);
q) *(Public information): a statement in any of Energy One’s public information that has been disclosed is or becomes misleading or deceptive or likely to mislead or deceive;
r) *(compliance):
(i) a contravention by Energy One or any Energy One group member of the Corporations Act, Energy One’s constitution (or equivalent applicable documents), the ASX Listing Rules, any applicable laws, or
a requirement, order or request made by or on behalf of the ASIC, ASX or any other government agency or any agreement entered into by it; or
(ii) any Offer documents or any aspect of the Offer does not comply with the Corporations Act, the ASX Listing Rules, or any other applicable law or regulation;
s) *(future matters) any statement relating to future matters (including any forecast or prospective financial statements, information or data and any statement of belief, expectation or intention) in an Offer document
is or becomes incapable of being met or, in the reasonable opinion of the Underwriter, unlikely to be met in the projected timeframe;
ENERGY ONE LIMITED (ASX:EOL) FIRST HALF RESULTS FY23 – FEBRUARY 2023 27
Underwriting Agreement
(i) varies any term of Energy One’s constitution;
(ii) alters the issued capital or capital structure of Energy One other than in connection with the Offer, or as contemplated by the Offer documents;
(iv) disposes, attempts or agrees to dispose of a substantial part of the business or property of Energy One (including any material subsidiary),
u) *(material adverse effect) any change, development (including but not limited to any regulatory change) or event occurs or is likely to occur which has or is likely to have a material adverse effect;
v) *(Offer to comply) Energy One or an entity in Energy One group, any Offer document or any aspect of the Offer, does not or fails to comply with Energy One’s constitution, the Corporations Act, the ASX Listing
Rules, or any other applicable law or regulation;
w) *(default) a default by Energy One in the performance of any of its obligations under the Underwriting Agreement occurs;
x) *(representations and warranties) a representation and warranty contained in the Underwriting Agreement on the part of Energy One was or is not true or correct or becomes untrue or incorrect;
y) *(new circumstance) an obligation arises on Energy One to give ASX a notice in accordance with section 708AA(12) of the Corporations Act or a new circumstance arises or becomes known which, if known at the
time of issue of this presentation and the cleansing statement in connection with the Offer would have been required to be included in the presentation or the cleansing statement;
z) *(information) the due diligence committee report, management sign-offs or the information provided by or on behalf of Energy One to the Underwriter in relation to the due diligence investigations, the Offer
documents or the Offer, is false, misleading or deceptive or likely to mislead or deceive (including by omission);
(i) a general moratorium on commercial banking activities in Australia, the United States of America, Canada, the United Kingdom, Hong Kong, Singapore or the People's Republic of China is declared by the
relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; or
(ii) trading in all securities quoted or listed on ASX or the New York Stock Exchange is suspended or limited for more than 1 trading day;
bb) *(change in laws) any of the following occurs which does or is likely to prohibit, restrict or regulate the Offer or reduce the likely level of valid applications under the Offer or materially affects the financial position of
the Energy One or has an adverse effect on the success of the Offer:
ENERGY ONE LIMITED (ASX:EOL) FIRST HALF RESULTS FY23 – FEBRUARY 2023 28
Underwriting Agreement
(i) the introduction of legislation into the Parliament of the Commonwealth of Australia or of any State or Territory of Australia; or
(ii) the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory or the Reserve Bank of Australia; or
(iii) the adoption by ASX or their respective delegate of any regulations or policy.
(i) there is an outbreak of hostilities not presently existing or an escalation of existing hostilities (in each case, whether a war is declared or not);
by or involving any one or more of Australia, New Zealand, Japan, Hong Kong, Syria, Iran, the United Kingdom, any member of the state of the European Union, the United States or China or any diplomatic, military,
commercial or political establishment of any of these listed countries elsewhere in the world or:
(i) chemical, nuclear or biological weapons of any sort are used in connection with; or
(ii) the military of any other state becomes directly involved in,
the Ukraine-Russia conflict or in the current hostilities involving Israel and the Gaza region of Palestine; and
dd) *(financial markets, political or economic conditions) any adverse change or disruption to the existing financial markets, political or economic conditions of Australia, New Zealand the United Kingdom, the
United States or the People's Republic of China, or any change in national or international political, financial or economic conditions.
The ability of an Underwriter to terminate the Underwriting Agreement in respect of the above termination events denoted with an asterisk (*) will depend on whether, in the reasonable opinion of the Underwriter, the
event has, or is likely to have, a material adverse effect on the: (i) marketing, success or outcome of the Offer; (ii) willingness of investors to subscribe for or settle New Shares, (iii) ability of the Underwriter to settle the
Offer; or (iv) likely price at which the new shares will trade on ASX; or could give rise to liability for the Underwriter or its affiliates under, or give rise to, or result in, a contravention by the Underwriter or its affiliates or
any of them being involved in a contravention of, any applicable law.
ENERGY ONE LIMITED (ASX:EOL) FIRST HALF RESULTS FY23 – FEBRUARY 2023 29
Underwriting Agreement
Representations, warranties and undertakings
Energy One gives customary representations and warranties in connection with (among other things) the Offer. Energy One gives customary undertakings to the Underwriter, including that (subject to certain
exceptions) it will not issue further equity securities and will conduct its business in the ordinary course for a period of time following completion of the Offer.
Subject to certain exceptions, Energy One has agreed to indemnify the Underwriter and certain related persons (each an Indemnified Party) from and against all losses directly or indirectly suffered or incurred by an
Indemnified Party in connection with the Offer or the Underwriting Agreement.
Energy One also releases each Indemnified Party against claims made by Energy One in relation to the Offer or the Underwriting Agreement except to the extent of certain agreed carve outs related to the Underwriter's
culpability for the loss.
Underwriter fees
The Underwriter will be paid underwriting fees disclosed in the Appendix 3B lodged by Energy One today. Energy One must also reimburse the Underwriter for certain expenses (including legal expenses) incurred in
connection with its role as Underwriter.
ENERGY ONE LIMITED (ASX:EOL) FIRST HALF RESULTS FY23 – FEBRUARY 2023 30
ENQUIRIES
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North Sydney NSW 2060
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