Examples of non-renounceable deals with unlimited overs

Aeris Resources (AIS), October 2018: announced a 1-for-2 at 20c to raise $26.7 million and the $6.7m retail component attracted $2.05 million with 593k in overs. Good disclosure in the outcome announcement and $4.5 million ended up coming from the under-writers.

Amcor (AMC), September 2009: see unusual announcement. on September 15, 2009 when Amcor confirmed it raised $407 million from retail investors at $4.30, still leaving a shortfall of 13.2 million shares or 16.2%. The overall pro-rata raising was $1611 million and they failed to provide a breakdown between entitlement and overs.

Alumina (AWC), 2009: could have raised the maximum $1.02 billion from a 7-for-10 entitlement offer at $1 but after pocketing $737 million from institutions - $103 million more than first estimated - decided to scale back retail investors who applied for extra. After receiving $299 million in applications (5% above the theoretical retail maximum of $285 million), a $60 million scale back reduced the final retail raising to $239 million. The scale back formula was 3 times the entitlement but with no minimum and this led to more than 2000 small shareholders being left unsatisfied. See announcement that was dropped at 5.10pm on Friday, May 8, 2009.

APN News & Media, June 2009: completed 1-for-5 entitlement offer at $1 a share in June 2009 to raise $99 million. The controlling Irish shareholder did not participate. The institutional component was $83 million and the retail component $16 million, which closed fully subscribed courtesy of $8.8 million in applications and $39.4 million in overs, which were heavily scaled back.

Asciano: raised the maximum $427 million through a retail entitlement offer in 2009 which attracted $604 million in applications but no breakdown provided of entitlement and overs. This announcement said 80% of retail investors participated. The scale back policy was a flat 2.1 times the entitlement.

Austin Engineering (ANG), August 2015: announced a 5-for-6 at 45c with unlimited overs and but the $12.5 million retail component finished $8.9 million short with no disclosure of the breakdown between entitlements and overs.

Australand, 2008: $461 million renounceable rights issue at 60c completed in September 2008. Singapore Government stepped up with $300 million as major shareholder but $122 million retail offer received applications of $96 million but no breakdown between entitlement and overs.

Australand 2009: $475 million 7-for-10 entitlement offer in August 2009 at just 40c a share, which included $80.3 million from retail investors and $15 million from under-writers. The second offer accepted $100,000 in "overs" with no renounceability. No breakdown between entitlement and overs.

Australian Infrastructure Fund: see announcement on July 17, 2009. This company was close to 50% owned by retail before 1-for-2 capital raising at $1.10. No disclosure of breakdown between entitlement and overs in $106m retail offer but they scaled back 12% of overs applicants and were left with a shortfall of 18m shares or 19%.

Bank of Queensland (BOQ), April 2012: announced an 8-for-37 at $6.05 to raise $450 million, including a $150 million placement. The accelerated insto entitlement offer raised $134 milllion with 92% participation and the $162 million retail offer closed "significantly over-subscribed" but there was no breakdown provided in the outcome announcement between entitlements and overs and 99% of overs applicants were satisfied in full by imposing a 1000 share minimum allocation of $6050.

BCI Minerals (BCI), February 2024: launched a complicated $315m raising to fund its enormous Mardie salt project in WA comprising a $255m non-renounceable at 25c with unlimited overs for retail and a two-stage $60 million placement at 25c. Australian Super, the second largest shareholder with 14.7%, committed to take up its full entitlement and under-write the retail offer to the tune of $112.5 million. The pricing was at 9.1% discount to the previous close of 27.5c. There were around 8,000 retail shareholders.

Bendigo & Adelaide Bank (BEN), September 2009: $121 million retail offer at $6.75 attracted $121 million in total applications but no breakdown between entitlement and overs. Scale back policy was a minimum of 1000 shares or 3 times. See announcement on September 14, 2009.

Billabong, 2009: the first disclosed entitlement offer where the "overs" of $42 million exceeded the entitlement applications of $36 million. The retail maximum was $61 million but the scale back policy was generous to smaller investors because it accepted for a minimum of 7,500 shares worth $56,250 or 3 times the entitlement.

Bluescope Steel, June 2009: 1-for-1 at $1.55 with unlimited overs and no scale back, except for 0.1% of applicants who must have gamed the system. See outcome announcement.

Boart Longyear (BLY), 2009: Should have gone bankrupt in September 2009 but instead the board launched a massive $US635 million capital raising at 27c comprising a $US291m two stage placement and a $US341 million entitlement offer with Macquarie joining Goldman Sachs JB Were, RBS and Merrill Lynch as under-writers. A whopping $US478 million came through the door from institutions in two days. The offer was priced at a 32% discount to the previous close of 44c and the $US157 million retail offer had unlimited overs but finished $A117 million short so the 4 under-writers really earnt their undisclosed fee. By this stage, the 17,000 retail shareholders already owned 46% of the business (the overall entitlement offer was $US341 so insto component was 54% or $US184m) but were massively diluted by the placement and the shortfall. The board then produced an after the event SPP at 27c to offset the dilution which brought $US118 million through the door but was heavily scaled back to $US75 million with everyone getting 65% of what they applied for. This lifted the overall capital raising to $US710m but it was still a dog.

Bunnings Warehouse Property Trust (BWP), June 2009: 1-for-3 entitlement offer to raised $150m at $1.50. Retail offer finished 34% short after all $53m in applications accepted but outcome announcement did not disclose the breakdown between overs and entitlements. Outrageous that ineligible shareholders received 20c in compensation via a bookbuild but there was no bookbuild for the $26m retail shortfall which went to unknown institutions.

Cardno (CDD), August 2010: a 1-for-6 at $3.25 to raise $49m which they called "renounceable" but wasn't given the unlimited overs which generated significant over-subscriptions with $45.5m in entitlement applications and overs worth $18.3m leading to a significant scale-back. Insto component wasn't accelerated either.

Cardno (CDD), March 2012: 1-for-9 at $4.90 "renounceable" with unlimited overs to raise $66m on top of $45m placement. Was swamped by $64m in entitlements and $30m in overs but curiously the formula for the $28m scale back was kept secret with the announcement stressing any decision by the director was final. Was it a mates deal? Have a read and you be the judge.

Charter Hall: billionaire John Gandel agreed to become a cornerstone shareholder at just 33c a share and when the shares spiked up to more than 50c after the original announcement, he scooped up the entire retail shortfall of 9 million shares. Why did Charter Hall even bother to invite additional applications if it had agreed to do this? See announcement on June 23, 2009.

ConnectEast, December 2009: revealed a one-for-one offer at 55c in December 2008 to raise $871m which saw professional tollroad investor and main underwriter CP2 finish with 27% of the company. All retail applications asking for additional shares over and above the entitlement were satisfied before CP2's underwriting kicked in.

Dexus (DXS), May 2009: $749m raising including a placement and $91m 2-for-7 retail offer at 65c which only attracted 54% take up, including overs, so the $42 million shortfall went to under-writers will poor disclosure in this outcome announcement.

DUET: a 1-for-6 at $1.30 in 2009 had a maximum retail allocation of $48.6 million which was met by allowing overs of 3.5 times the entitlement. No disclosure of entitlement and overs breakdown. See announcement on May 1, 2009.

Elders, September 2014: 3-for-5 at 15c to raise $47 million from retail investors. Ended up only accepting $7.4 million of the $9.2 million in overs, leaving a $10 million shortfall overall. The scale back formula involved limiting shareholder who owned less than 3000 shares to no more than 30,000 additional shares.

Fairfax Media, April 2009: 1-for-1 at 75c with unlimited overs. See retail outcome announcement detailing scale back policy of 50,000 shares or 3 times entitlement.

Gloucester Coal (GCL), August 2010: 3-for-5 non-renounceable at $9.25 to raise $455m. The $21m retail component only attracted $7m in applications with no details of the breakdown between entitlements and overs. It wasn't under-written so the $14m shortfall just lapsed, reducing the capital raising to $441m. Curiously, the new stock got a separate code and weren't eligible to be sold into Noble's takeover bid at the time.

Growthpoint Properties (GOZ), November 2018: a 1-for-17.65 to raise $135 million with unlimited overs for $17m retail offer which was over-subscribed but no disclosure in the outcome statement about the breakdown between entitlements and overs.

Gunns, September 2009: entitlement offer at 90c was over-subscribed courtesy of the overs so full $31 million retail component raised but no disclosure of breakdown between overs and entitlements. See announcement on September 30, 2009.

Ingenia (INA), May 2017: $42 million 1-for-11 at $2.60 after a $32m placement at the same price. Bizarrely, the announcement after the accelerated component failed to say how much of this was institutional, the 40 page retail offer document failed to say how large the retail offer was and then they never made any announcement at the end of the offer, save for the standard 3B filing which established that the institutional component was $31.8m but it was impossible to tell how the $10m retail offer went in terms of any shortfall, scale back or allocation to the 3 under-writers: Petra, Morgans and Moelis, who were paid a 3% fee. Have emailed the company seeking some clarity as this is most unusual.

K&S Corp: 1-for-6 at $2.15 in December 2020. Scale back policy saw everyone allocated 5000 shares and this satisfied 96.5% of applicants. See announcement.

Macquarie Office (MOF), January 2009: $508m 1-for-1 entitlement offer at 20c with unlimited overs. Outcome announcement failed to disclose breakdown but Macquarie Group took up an additional $71m as under-writer of the retail offer.

Mineral Deposits (MDL), March 2017: 3-for-4 non-renounceable at 42c to raise $32.7m (there was also a $6.5m placement). The $24.2m retail offer finished short after it only attracted $13.6m in entitlement and overs applications and the shortfall went to under-writer Morgans.

MC Mining (formerly Coal of Africa) (MCM), November 2022: 1-for-1 $40m renounceable at 20c with rights trading and unlimited overs. It finished $18.5m short with under-writers including Morgans and a director. No breakdown between entitlements and overs.

Otto Energy (OEL): August 2018: completed a $20m raising at 5.9c including a $10m placement and a $7m pro-rata retail offer which was 78% subscribed and then attracted $4.5m in overs on top of the $6 million in entitlements so $3m had to be refunded and the board opted for pro-rata based on size of entitlement. See outcome announcement.

PanAust (PNA), 2009: raised $143 million at 28c and had $120m chasing the $69m retail offer and allocated 54% of entitlement in overs. Good detail in outcome announcement and very strong participation with total overs applications exceeding entitlement applications.

Peet, May 2009: a $77 million 1-for-3 entitlement offer at $1.10 a share in May 2009 with no placement component. Retail maximum was $17 million and received $13.2 million or 77% but this included unlimited "overs" with no disclosure of breakdown.

Poseidon Nickel (POS), August 2018: 11-for-10 "renounceable" at 5c to raise $68.8 million with unlimited overs. This outcome announcement was very threadbare but just said it was fully subscribed, including through a shortfall bookbuild. Non participants received no compensation.

SP Ausnet, June 2009: completed a 1-for-4 entitlement offer at 78c a share in June 2009 raising $333 million from institutions and $72 million of the $80 million sought from retail. Good disclosure revealed that 54% of retail investors participated and the ability to apply for "overs" was important, but no breakdown between entitlement and overs. All "overs" were accepted.

Santos, May 2009: revealed a $3 billion 2-for-9 entitlement offer in May 2009 which received $1.75 billion from institutions and had a theoretical maximum of $1.25 billion for retail investors. Applications of $1.1 billion poured in but no break-down was provided between entitlement and additional applications. Came up with a bizarre scale back where everyone gets the minimum of 5000 shares unless you applied for more than 5000 shares in which case you get scaled back to 3 times your entitlement. This formula caused refunds of more than $160 million which increased the under-written short-fall to a whopping $312 million or 25% for the likes of JP Morgan and its partners Citi and Deutsche. Clearly some very small shareholders made some massive applications for "overs" because this policy fully satisfied 98% of applicants. See announcement on June 16, 2009.

Servcorp (SRV), November 2009: 1-for-11 non-renounceable at $4 a share as part of $80m raising including a placement. The $4.5m retail offer attracted 900k in entitlements, 700k in overs and and finished $2.9m short that was picked up by the under-writers.

Stanmore Resources (SMR), March 2022: 7-for-3 renounceable offer at $1.10 to raise $656m with unlimited overs. The $35m retail component finished short despite being well in the money with under-writer Petra Capital picking up 8.6m shares. Disclosed that 280 holders applied for $23m worth of stock and $4.6m in overs.

Suncorp (SUN), March 2009: non-renounceable entitlement offer at $4.50 with unlimited overs. The retail component was $502 million and they accepted all $56m in overs applications in addition to the $136 million in entitlements. See outcome announcement.

Syrah Resources (SYR), 2019: 1-for-5 at 81c to raise $55.8m with retail component being a majority of $30.6m. Accepted applications for 67% without disclosing formula for scale back of overs. See outcome announcement where major shareholder Australian Super gets a mention for increasing its stake.

Transfield Services (TSE), January 2011: 2-for-9 non-renounceable at $3 to raise $295 million and the $97m retail offer finished over-subscribed with $109m in total applications but no break down was provided. Was an unusual scale back formula.

Troy Resources (TRY), October 2016: 1-for-5.5 non-renounceable at 36c as part of $40m raise including a placement. The $12.9m retail component had unlimited overs but this vague outcome announcement just said it was almost fully subscribed with no detail at all, including the normal breakdown between entitlements and overs. A small unknown shortfall was placed with institutions.

Warrnambool Cheese and Butter Factory (WCB), June 2016: announced a 3-for-8 at $6.75 to raise $142 million with unlimited overs and accepted the lot with only a 0.3% shortfall, but the outcome announcement failed to provide a break down between entitlements and overs, which was disappointing.

Wesfarmers (WES), March 2009: entitlement offer at $13.50 with unlimited overs but then later imposed a scale back cap of 1000 shares or 3 times entitlement.

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