Completion of Recapitalisation Proposal
Sydney, 7 September 2009 (ASX: BVA/OTCQX: BRVSY) – Further to the announcements issued by Bravura Solutions Limited (Bravura) on 27 August 2009 and 1 September 2009, Bravura confirms that it has completed the underwriting agreement between Bravura and wholly owned or affiliated subsidiaries of Ironbridge Fund II, a fund that is managed or advised by Ironbridge Capital Pty Ltd (Underwriter).
As part of completion, Bravura has issued and allotted a total of 119,669,303 new shares to the Underwriter. These shares represent the final number of shortfall shares that were not taken up by Bravura shareholders under the non-renounceable rights issue that closed on 24 August 2009 (Rights Issue).
Bravura has now successfully raised approximately A$33.4 million (before expenses) under the Rights Issue. The net proceeds of approximately $A27.7 million (together with $700,000 of internal cash reserves) will be applied to reducing Bravura’s obligations with its lender, BOS International (Australia) Limited, by $28.4 million.
Bravura has also issued 86,666,667 unquoted options to the Underwriter, as part of the overall Recapitalisation Proposal approved by Bravura shareholders on 24 July 2009 (Underwriter Options). These options are exercisable at $0.15 per option at any time within the next two years. The full terms of the Underwriter Options are disclosed in the Explanatory Memorandum for the Recapitalisation Proposal dated 18 June 2009 (Explanatory Memorandum). An Appendix 3B statement in respect of the Underwriter Options accompanies this announcement. As previously announced on 27 August 2009, if the Underwriter exercises all of its options, this will increase its shareholding in Bravura to approximately 46 per cent (provided there are no further issues of Bravura shares prior to exercise of the options).
As part of the completion of the Recapitalisation Proposal and as foreshadowed in the Explanatory Memorandum, Bravura will soon appoint Messrs Matthew McLellan and Neil Broekhuizen as non-executive directors, being persons nominated by the Underwriter. The qualifications and experience of Messrs McLellan and Broekhuizen are disclosed in the Explanatory Memorandum. A separate ASX announcement will be made following their imminent appointments.
As part of the completion of the Recapitalisation Proposal, Bravura’s Executive Directors, Messrs Iain Dunstan and Simon Woodfull, have now discharged their margin loans and security arrangements with Lift Capital Partners Pty Ltd (in liquidation) (Lift Capital) in respect of their combined holding of 42,997,119 Bravura shares. The discharge and release of the Lift Capital margin lending and security arrangements is on the terms described in the Explanatory Memorandum. The Executive Directors’ Bravura shareholdings are now the subject of new margin lending and security arrangements with the Underwriter, the terms of which are also disclosed in the Explanatory Memorandum. Accordingly, the long-standing uncertainty surrounding the ownership and control of the Executive Directors’ Bravura shareholdings has now been conclusively resolved.
Commenting on the completion of the Recapitalisation Proposal, Bravura’s Chairman, Mr Chris Ryan stated: “I am delighted that the Recapitalisation Proposal first announced on 18 May 2009 is now fully implemented. It has substantially strengthened our balance sheet, provided operational stability and removed the Lift Capital uncertainties.
“I would once again like to take this opportunity to thank shareholders for their continued support of Bravura during what has been a challenging 14 months. Bravura is now in a stable financial position and the Board is focused on strategies to enhance cash flow and earnings in the medium term.”