BWX : Offer Booklet - Rights Issue

For personal use only

Entitlement Offer

BWX Limited

ACN 163 488 631

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Details of a fully underwritten 1 for 10 pro-ratanon-renounceable entitlement offer of new ordinary shares in BWX Limited at an offer price of A$0.60 per New Share to raise approximately A$9.7 million.

⎯

The Entitlement Offer opens on 9.00am (Sydney time) Monday, 4 July 2022 and closes at 5.00pm (Sydney time) on Wednesday, 13 July 2022 (unless extended).

This Offer Booklet is an important document and requires your immediate attention. It should be read in its entirety before you decide whether to participate in the Entitlement Offer. If you have any questions about any part of this Offer Booklet you should consult your professional adviser.

This Offer Booklet is dated Monday, 4 July 2022.

This Offer Booklet may not be released to US wire services or distributed in the United States.

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Offer Booklet

Important information Key dates

Letter from the Chairman

Summary of options available to you Entitlement Offer overview

2. Details of the Entitlement Offer

1. The Entitlement Offer
2. Purpose of the Entitlement Offer
3. Top-UpFacility
4. Underwriting and sub-underwriting
5. Issue of New Shares
6. ASX quotation
7. Application Monies
8. Market prices for Shares on ASX
9. Foreign Shareholders
10. Nominees and custodians
11. Taxation implications
12. Risks
13. Regular reporting and disclosure
14. Rights and liabilities attaching to New Shares
15. Disclaimer
16. Financial amounts
17. Privacy
18. Governing Law

3. Required Actions

1. Eligible Shareholders
2. Payment
3. Declining all or part of your Entitlement
4. Ineligible Shareholders
5. Warranties made on acceptance of Entitlement Offer
6. Refunds
7. Withdrawals
8. Confirmation of your Application and managing your holding

ASX Announcement

Investor Presentation

Additional information

4. Capital structure

1. Effect of the Capital Raising on capital structure
2. Financial effect of the Entitlement Offer
3. Impact on control and major Shareholder participation

5. Risk factors

1. Introduction
2. Approved Foreign Shareholders

6. Eligible Shareholders

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	7.	Not investment advice or financial product advice
	8.	Foreign jurisdictions
	9.	Taxation
	9.1	General
only	9.2	Income tax
9.3	New Shares and Additional New Shares
9.4	Stamp Duty
	9.5	Goods and Services Tax
	10.	Underwriting
	11.	Information availability
	12.	Forward-looking statements and future performance
	13.	Past performance
For personal use	Glossary
Corporate Directory

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Important information

Defined terms used in these important notices have the meaning given in this Offer Booklet.

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

This Offer Booklet has been issued by BWX Limited ACN 163 488 631 (BWX).

The information in this Offer Booklet is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC.

International offer restrictions

This Offer Booklet may not be released or distributed in the United States. This Offer Booklet, the Investor Presentation and ASX announcements relating to the Offer released on ASX and the Entitlement and Acceptance Form do not constitute an offer, invitation or recommendation to subscribe for or purchase any security or financial product to a Shareholder in the US and neither this document nor anything attached to this document shall form the basis of any contract or commitment to a Shareholder in the US.

The distribution of this Offer Booklet (including an electronic copy) outside Australia, New Zealand or an Approved Foreign Jurisdiction, is restricted by law. This Offer Booklet is not to be distributed in, and no offer of New Shares may be made, in countries other than Australia, New Zealand and Approved Foreign Jurisdictions. No action has been taken to register or qualify the Entitlement Offer or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia.

In particular, this Offer Booklet, the Investor Presentation and ASX announcements relating to the Offer released on ASX and the Entitlement and Acceptance Form do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or any other jurisdiction in which, or to any person to whom, such an offer would be illegal.

The New Shares have not been, and will not be, registered under the US Securities Act and may not be offered or sold directly or indirectly in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Future performance

This Offer Booklet may contain certain forward-looking statements. The words anticipate, believe, expect, project, forecast, estimate, likely, intend, should, could, may, target, plan, consider, foresee, aim, will and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of BWX. These factors may include changes in customer demand for BWX's products, damage to brands and associated consumer images under which BWX's products are sold, fluctuations in the value of the Australian dollar, damage to BWX's relationships with its customers, suppliers and service providers, a breach by BWX of its contractual or debt covenants, increased competition, loss of key personnel, litigation and disputes, counterparty and credit risk, acquisitions and new business, change in operations, interest rate risk, market price fluctuations, general economic conditions, taxation, regulatory issues and changes in law and accounting policies. There can be no assurance that actual outcomes will not differ materially from these statements.

This Offer Booklet is not financial product or investment advice nor a recommendation to acquire New Shares 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 legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

BWX is not licensed to provide financial product advice in respect of New Shares. No cooling off regime applies to Applications under the Entitlement Offer.

An investment in New Shares is subject to investment and other known and unknown risks, some of which are beyond the control of BWX, including possible loss of income and principal invested. BWX does not guarantee any particular rate of return or the performance of BWX, nor does it guarantee the repayment of capital from BWX or any particular tax treatment. In considering an investment in New Shares, investors should have regard to (among other things) the risks and disclaimers outlined in this Offer Booklet.

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Key dates

This Offer Booklet is dated 4 July 2022.

The following are key indicative dates relating to the Entitlement Offer.

Activity		Date
Announcement of the Entitlement Offer and results of the Institutional		Tuesday, 28 June 2022
Placement
Entitlement Offer Record Date (7.00pm Sydney time)		Friday, 1 July 2022
Settlement of Shares issued under the Institutional Placement		Friday, 1 July 2022
Entitlement Offer opens (9.00am Sydney time)		Monday, 4 July 2022
Offer Booklet and Entitlement and Acceptance Forms dispatched to		Monday, 4 July 2022
Eligible Shareholders
*Allotment and commencement of trading of Shares issued under the		Monday, 4 July 2022
Institutional Placement
* Entitlement Offer closes (5.00pm Sydney time)		Wednesday, 13 July 2022
*Allotment of New Shares issued under the Entitlement Offer		Wednesday, 20 July 2022
*Dispatch of holding statements in respect of New Shares issued under the		Friday, 22 July 2022
Entitlement Offer
*Commencement of normal trading of New Shares issued under the		Friday, 22 July 2022
Entitlement Offer

The dates marked with an asterisk (*) are indicative only and are subject to change. All times refer to Sydney time.

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