Babylon Pump & Power Limited Secures $12.7 Million via Pro-Rata Rights Issue at $0.05 Per Share

Equity Capital Raising Structure and Pricing Details for BPP

Babylon Pump & Power Limited aims to bolster its capital base through this equity financing initiative. Eligible shareholders are invited to subscribe for new shares at $0.05 each, with entitlements issued on a two-for-one basis. This means shareholders holding shares at the record date can subscribe for two new shares for every existing share. The total targeted capital before costs is approximately $12.7 million, representing a significant infusion of funds.

The pricing and entitlement structure align with the company’s capital management strategy outlined in the prospectus. Eligible shareholders are those recorded as shareholders on the record date, and the offer is non-renounceable, preventing the sale of entitlements. Additionally, a shortfall offer permits eligible shareholders and other investors to apply for unsubscribed shares, enhancing capital raising flexibility. Leeuwin Wealth and Cumulus Wealth serve as joint lead managers overseeing the process.

Leeuwin Wealth’s Partial Underwriting and Debt-to-Equity Swap Components

Leeuwin Wealth has committed to partially underwriting the rights issue with a $7.27 million commitment, providing stability to the capital raise. This underwriting includes $2.5 million in cash subscriptions and $4.77 million through debt-to-equity swaps. The debt-to-equity component converts existing debt into equity, strengthening the company’s balance sheet.

The underwriting commitment may adjust based on shareholder vote outcomes at the general meeting. Should shareholders reject the issue of deferred consideration shares, the underwriting commitment would increase to $8.5 million, including $6.0 million in debt-to-equity swaps instead of $4.77 million. This contingency ensures sufficient funding support under varying approval scenarios and highlights Leeuwin Wealth’s adaptive backing.

Minimum Subscription Requirement and Offer Timeline

The offer requires a minimum subscription of 145.4 million shares by the closing date to proceed. This threshold, representing about 57% of the maximum 253.9 million shares offered, ensures a baseline capital raise. If unmet, the offer will be withdrawn, and application monies refunded.

The offer closes at 5:00 pm AWST on Monday, 24 August 2026, unless extended or withdrawn per ASX Listing Rules. This timeline allows shareholders adequate time following the 21 August 2026 approval meeting to decide and apply. The prospectus was lodged with ASIC on 21 July 2026 and remains valid for 13 months, the maximum period for share issuance under this document.

Shareholder Approval and General Meeting Details

The capital raise depends on shareholder approval at the general meeting scheduled for Friday, 21 August 2026. This requirement complies with ASX Listing Rules and Corporations Act provisions for pro-rata offers exceeding certain thresholds. Upon approval, the offer will proceed and close on 24 August 2026. If approval is not granted, the offer will be cancelled, and all application funds refunded promptly.

This approval process allows shareholders to evaluate the proposal before committing capital. The board will communicate the capital raise rationale ahead of the meeting, enabling informed voting. The two-day interval between the meeting and offer closure facilitates processing of approved applications and late submissions.

Babylon Pump & Power’s Corporate Profile and Market Positioning

Babylon Pump & Power Limited is an ASX-listed entity (ACN 009 436 908) operating under Australian Company Law and regulated by ASIC and ASX. As a disclosing entity, it maintains ongoing disclosure obligations and regularly updates the market on material operational and financial developments.

The prospectus advises investors to consider the company’s shares as speculative. The rights issue aims to strengthen the balance sheet and fund operational or strategic initiatives. The company integrates this capital raise within its broader business strategy and communicates material impacts to shareholders and the market through ASX disclosures.

Investment Risks for Prospective BPP Shareholders

The prospectus highlights that shares offered are highly speculative. No guarantees exist regarding Babylon Pump & Power’s future performance, capital repayment, returns, or share value. Detailed risk factors related to operations and capital structure are disclosed for investor review. Past performance does not predict future results, and company conditions may change post-prospectus.

Investors should consider these risks alongside personal financial situations, objectives, and tax implications. Professional advice from qualified financial, legal, or tax advisers is recommended before participating. The offer’s conditional nature on shareholder approval and minimum subscription introduces execution risk, which investors should assess prior to application.

Ancillary Offers and Additional Investment Options

The prospectus includes ancillary offers to specific investors as outlined in sections 4.20, 4.21, and 4.22 of the company’s update documents. These provide alternative participation routes beyond the primary rights and shortfall offers, accommodating diverse investor needs.

Additionally, convertible loan options and underwriter options offers form part of the broader capital structure. These mechanisms offer flexible investment options tailored to various investor profiles and capital strategies, reflecting the company’s intent to cater to a wide shareholder base.

Restrictions for Overseas Shareholders and Compliance Considerations

The prospectus restricts distribution to overseas shareholders due to legal limitations in various jurisdictions. Babylon Pump & Power is not conducting public offers outside Australia, and the prospectus may not be distributed to or securities offered to shareholders in other countries except as permitted. This approach complies with international regulatory requirements and simplifies shareholder register management.

Specific guidance is provided for shareholders in New Zealand and Singapore, where participation is allowed under respective exemptions. Shareholders in other jurisdictions should seek legal advice regarding eligibility, as regulatory regimes vary.

Transaction-Specific Prospectus and Disclosure Framework

This prospectus is transaction-specific under section 713 of the Corporations Act, reflecting BPP’s status as a disclosing entity with ongoing ASX obligations. It does not contain the full disclosure typical of an initial public offering but refers investors to publicly available ASX information to provide a comprehensive view.

The prospectus disclaims financial product advice and is not tailored to individual financial circumstances, objectives, or tax positions. Investors are urged to seek professional advice before investing. No warranties are made regarding company performance or share value, and material changes will be disclosed per Corporations Act requirements.