Potentia Capital has entered into a binding commitment with the Bidder obliging it to provide up to the full Offer Amount to the Bidder as and when required by the Bidder. “The funds required by the Bidder to pay the Offer Amount will be made available to the Bidder by Potentia Capital. On 11 November 2022, Potentia dispatched its bidder’s statement. In the bidder’s statement, Potentia stated in Section 7 under the sub‑heading “ Sources of Offer Amount”:.On 31 October 2022, Nitro announced that the Nitro board unanimously rejected the Potentia Takeover Offer and that Nitro would, subject to agreeing an implementation deed, recommend a proposal by Cascade Parent Limited 1 to acquire 100% of Nitro at $2.00 per Nitro share by way of a scheme of arrangement or, in the alternative, via an off‑market takeover bid ( Alludo Transaction).On 28 October 2022, Potentia made the Potentia Takeover Offer seeking to acquire all the ordinary shares in Nitro at $1.80 cash per share.Nitro is an ASX listed company (ASX code: NTO).“Mixed consideration” comprising 50% cash and 50% “All Scrip”.“All Scrip” comprising 70% HoldCo ordinary shares and 30% RPS or.Alludo Transaction has the meaning given in paragraph 5 Co‑investor HarbourVest Partners Co‑Investment VI Aggregator L.P., a fund managed by HarbourVest HarbourVest HarbourVest Partners, LLC HoldCo Oak Ridge Software Limited, the entity in which Nitro shareholders will receive shares if they elect to receive the Scrip Alternative MIT a series of managed investment trusts which have been established, and are managed exclusively, by Potentia Capital in connection with the Potentia Takeover Offer Nitro Nitro Software Limited Other Commitments A$112 million of funds committed to Potentia outside of Potentia Fund I and Potentia Fund II as disclosed in section 2(c) of Potentia’s first supplementary bidder’s statement Potentia Technology Growth Capital LLC, a special purpose vehicle managed by Potentia Capital Potentia Capital Potentia Capital Management Pty Ltd Potentia Takeover Offer the off‑market takeover bid by Potentia to acquire 100% of Nitro shares, initially for all cash consideration at $1.80 cash per Nitro share, which was subsequently increased to all cash consideration at $2.00 cash per Nitro share with a Scrip Alternative RPS HoldCo redeemable preference shares to be issued to Nitro shareholders who elect to take the Scrip Alternative as consideration under the Potentia Takeover Offer Scrip Alternative alternative form of consideration under the Potentia Takeover Offer in which Nitro shareholders could elect as consideration either:
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