Vysarn Secures $65.3 Million Funding to Acquire Welltech and Expand Water Services Portfolio

Details of Welltech Acquisition and Strategic Growth for Vysarn’s Water Services

Vysarn Limited has executed a binding Share Sale Agreement to acquire all issued shares of Technologies International Group Pty Ltd, trading as Welltech, from two shareholders. The agreement entails $37.25 million in upfront cash consideration, subject to standard adjustments for debt and working capital, plus the issuance of 4.76 million ordinary Vysarn shares. The upfront payment assumes Welltech will be acquired debt-free with $5.0 million in working capital at completion, expected in September 2026. Post-completion, Welltech will become a wholly owned subsidiary, broadening Vysarn’s integrated water services across industrial, advisory, technology, and asset management sectors.

The agreement also includes deferred consideration up to $5 million in Vysarn shares and $5 million payable over three years, dependent on Welltech achieving specific EBITDA targets. Based on Welltech’s unaudited FY26 EBITDA, the upfront enterprise value multiple is 3.6x, excluding deferred shares. Vysarn’s Managing Director and CEO James Clement highlighted that this acquisition, alongside the NewGround purchase announced on 3 June 2026, will be transformative, delivering sustainable long-term earnings growth. The deal aligns with Vysarn’s investment criteria of earnings accretion, aligned management, and a capital-light business model.

Fully Underwritten $65.3 Million Placement at $1.05 Per Share

Vysarn launched a fully underwritten single tranche placement to institutional and sophisticated investors, issuing approximately 62.2 million new fully paid ordinary shares to raise around $65.3 million. Shares are priced at $1.05 each, reflecting a 0.5% discount to the last closing price of A$1.055 on 24 July 2026 and a 5.2% premium to the 5-day volume weighted average price of A$0.998. Settlement is scheduled for 5 August 2026, with shares to be issued on 6 August 2026. The placement utilized Vysarn’s existing placement capacity under ASX listing rule 7.1, with new shares ranking equally with existing VYS shares from issuance.

Unified Capital Partners Pty Ltd acted as lead manager, underwriter, and bookrunner; Morgans Corporate Limited and Canaccord Genuity (Australia) Limited served as co-managers. Candour Advisory Pty Ltd was financial advisor and Thomsons legal adviser. Proceeds will fund the $37.25 million cash component of the Welltech acquisition, working capital and debt adjustments, transaction costs, Kariyarra Water Scheme development, and general working capital. The fully underwritten placement underscores strong investor confidence in Vysarn’s growth prospects.

Welltech’s Core Divisions Serving Leading Government and Resource Clients

Welltech, based in Canning Vale, WA, has provided innovative water and sewerage management solutions since 1995 across civil, utility, government, and resource sectors. Its three core units include Construction Water Supply, offering advanced water storage and pumping facilities for hire supporting infrastructure projects nationwide; Bypass Operations, specializing in sewer and wastewater pumping during maintenance and emergencies; and Drilling, delivering comprehensive water drilling services from assessment to commissioning. Welltech’s clientele includes Melbourne Water, Fulton Hogan, NRW Holdings, BHP, Water Corporation, John Holland, and Rio Tinto, reflecting a strong market position and established government and resource sector relationships. These units complement Vysarn’s integrated water services model.

Projected Significant Earnings Growth from Combined Vysarn, Welltech, and NewGround

The Welltech acquisition is expected to significantly boost Vysarn’s earnings. Combining Vysarn’s proforma FY2026 net profit after tax with Welltech’s unaudited FY2026 net profit after tax results in EPS accretion exceeding 37.3%, based on Vysarn’s FY2026 net profit and total shares outstanding after placement and share issuances for Welltech and NewGround. This represents a substantial immediate uplift in shareholder earnings, demonstrating Welltech’s earnings quality and accretive nature.

Including the NewGround acquisition announced on 3 June 2026, combined FY2026 net profit after tax would yield EPS accretion over 59.1%, reaffirming Vysarn’s strategic approach to building a diversified, higher-earning water services platform. Both acquisitions meet strict investment criteria for earnings accretion and capital efficiency.

Amendment to NewGround Acquisition Requires Shareholder Approval

Before entering the Welltech agreement and capital raise, Vysarn agreed with NewGround vendors to amend the NewGround acquisition terms. The share consideration component now requires shareholder approval under ASX Listing Rule 7.1 to ensure governance and oversight of equity issued. The NewGround acquisition, announced on 3 June 2026, is expected to complete in October 2026, pending shareholder approval.

This sequential management of acquisitions reflects Vysarn’s commitment to corporate governance and shareholder transparency regarding equity dilution. The timing—Welltech completion in September 2026 followed by NewGround in October 2026—enables efficient integration and capital structure clarity.

Kariyarra Water Scheme Development and Capital Allocation

Part of the $65.3 million raised will support ongoing development of the Kariyarra Water Scheme, a key capital project for Vysarn. Although specific financial details and timelines were not disclosed, this allocation highlights the project’s strategic importance within Vysarn’s medium-term growth plans. Capital deployment balances organic growth initiatives alongside strategic acquisitions.

The capital raise provides sufficient funding to advance Kariyarra while executing two major acquisitions within a short period. Combined with expected earnings accretion, Vysarn is positioned to fund development and capital needs without immediate further capital raises, reflecting confidence in cash flow generation from the integrated operations.

Capital Raise Settlement and Share Issuance Scheduled for Early August 2026

Settlement of the capital raise is planned for 5 August 2026, with shares issued on 6 August 2026. This rapid execution follows the 28 July 2026 announcement, ensuring funds are available ahead of the anticipated September 2026 Welltech acquisition completion. The timing supports meeting the $37.25 million upfront cash payment and any working capital or debt adjustments.

The placement used Vysarn’s existing ASX listing rule 7.1 capacity, requiring no shareholder approval, enabling efficient capital raise execution. New shares will rank equally with existing shares from issuance, ensuring equal shareholder rights. Prompt capital deployment facilitates acquisition integration planning and execution during the September–October period when both acquisitions are expected to finalize.

Vysarn’s Vertically Integrated Water Services Across Multiple Segments

Vysarn operates a vertically integrated water services platform spanning industrial, advisory, technology, and asset management sectors. Prior to these acquisitions, Vysarn had a diversified water services offering across various sectors and regions. Adding Welltech introduces three complementary units—construction water supply, bypass operations, and drilling—addressing distinct market needs within the water services industry. This vertical integration enhances cross-selling opportunities, operational efficiencies, and customer service across the combined platform.

The water services sector benefits from structural demand drivers such as regulatory water management requirements, infrastructure maintenance and upgrades, environmental compliance, and resource sector growth in Australia. Vysarn’s diversified service segments and client base reduce reliance on any single market or customer. Acquiring Welltech and NewGround, both established with major government and resource clients, strengthens Vysarn’s market position and competitive advantage in the Australian water services industry.

Transaction Conditions, Timeline, and Regulatory Approvals

Completion of the Welltech acquisition is expected in September 2026, subject to customary adjustments and satisfaction of conditions precedent. The $37.25 million upfront cash payment will be adjusted based on actual debt, working capital, and recent asset acquisitions minus hire-purchase debt. These standard mechanisms ensure the purchase price reflects Welltech’s financial position at completion. Specific conditions precedent were not detailed but are summarized in the company update appendix.

The NewGround acquisition, targeted for October 2026 completion, requires shareholder approval of the share consideration under ASX Listing Rule 7.1 due to the amended agreement. This provides shareholders formal oversight of equity issued. Sequential completion of Welltech in September followed by NewGround in October allows Vysarn to manage integration and assess performance before finalizing the second acquisition. Additional details are available in the investor presentation lodged with the ASX on 28 July 2026.