10 September 2020 ASX Markets Announcement Office PNGX Markets Exchange Centre Harbourside West Building 20 Bridge Street Unit 1B.02, Level 1, Stanley Esplanade Sydney NSW 2000 Down Town, Port Moresby 121 Australia Papua New Guinea BY ELECTRONIC LODGEMENT Equity Raising Investor Presentation Please find attached for release to the market, Kina Securities Limited’s Equity Raising Investor Presentation. -ENDS- This Announcement was authorised for release by Kina Securities Limited’s Board of Directors. For further information: Greg Pawson Chetan Chopra Chief Executive Officer and Managing Director Chief Financial Officer and Company Secretary Email: greg.pawson@kinabank.com.pg Email: Chetan.chopra@kinabank.com.pg Page 1 of 31
Equity Raising Investor Presentation Kina Securities Limited | 10 September 2020 Page 2 of 31
Contents Executive Summary ……………………….………….. 7 Kina Bank Overview …….................................... 9 Overview of Equity Raising …………………………. 10 Key Dates ………………………….…………………….. 11 Strategic Rationale ………………………….………… 13 Proforma Financials …………………………………… 15 PNG Economic Update ………………………………. 16 Key Corporate and Transaction Risks ………....... 17 Selling Restrictions ……………………………………. 26 Supplementary Information ……………………….. 28 Page 3 of 31
Important Notice 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 this Presentati on, y ou 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 Kina Securities Limited (ARBN 606 168 594) (ASX: KSL | PNGX: KSL) ( Kina, KSL, or the Company ) and is dated 10 September 2020. This Presentation has been prepared in connection with the Company's proposed equity raising (“ Offer” ) of new fully paid ordinary shares ( New Shares ) in Kina, comprising: - A fully underwritten placement of New Shares to eligible institutional and sophisticated investors (“ Placement” ) under section 708A of the Corporations Act 2001 (Cth) ( Corporations Act ). - A fully underwritten pro rata non-renounceable accelerated entitlement offer to certain eligible shareholders of the Company (“ Entitlement Offer” ). The Entitlement Offer is being made to: - eligible institutional shareholders of Kina (“ Institutional Entitlement Offer” ); and - eligible retail shareholders of Kina ( Retail Entitlement Offer ), under section 708AA of the Corporations Act (as modified by the Australian Securities and Investments Commission Corporations (“ ASIC” ) (Non-Traditional Rights Issues) Instrument 2016/84). - An offer to eligible shareholders in Papua New Guinea (“PNG”) (“ PNG Retail Offer” ) Summary information: This Presentation contains summary information about Kina and its subsidiaries (“ Group” ) and their respective activities which are current as at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all information which a prospective investor may require in evaluating a possible investment in the Company or that would be required in a prospectus, product disclosure statement or other disclosure document prepared in accordance with the requirements of the Corporations Act, or in a prospectus prepared in accordance with the requirements of the Capital Market Act 2015 (PNG). This Presentation should be read in conjunction with Kina’s other periodic and continuous disclosure information lodged with the Australian Securities Exchange (“ASX”), which are available at www.asx.com.au, or lodged with the PNG National Stock Exchange (“PNGX”), which are available at www.pngx.com.pg. 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 Kina, its representatives or advisers 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 a prospectus, disclosure document, product disclosure statement or other offering document under Australian law, PNG law or any other law (and will not be lodged with ASIC or the Securities Commission of PNG). This Presentation is not and should not be considered an offer or an invitation to acquire entitlements or New Shares or any other financial products. The Retail Entitlement Offer will be made on the basis of the information contained in the retail offer booklet to be prepared for eligible retail shareholders in Australia and New Zealand and certain other eligible retail shareholders (“ Retail Offer Booklet” ), and made available following its lodgement with ASX and PNGX. Any eligible retail shareholder who wishes to participate in the Retail Entitlement Offer should consider the Retail Offer Booklet before deciding whether to apply for New Shares under the Retail Entitlement 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 acceptance form. This Presentation is not and should not be considered an offer or an invitation to acquire entitlements or New Shares or any other financial products. The Retail Entitlement Offer will be made on the basis of the information contained in the retail offer booklet to be prepared to eligible retail shareholders in Australia and New Zealand and certain other eligible retail shareholders (“Retail Offer Booklet”), and made available following its lodgement with ASX and PNGX. Any eligible shareholder who wishes to participate in the Retail Entitlement Offer should consider the Retail Offer Booklet before deciding whether to apply for New Shares under the Retail Entitlement Offer. Not for release or distribution in the United States: This Presentation 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 an offer would be illegal. The securities referred to in this Presentation have not been, and will not be, registered under the US Securities Act of 1933, as amended (the US 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 US Securities Act (which Kina 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 US Securities Act and applicable securities laws of any state or other jurisdiction of the United States. The distribution of this Presentation in jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws (see “Selling Restrictions" section of this Presentation). 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. 3 Page 4 of 31
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