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Duxton Farms Ltd (ASX:DBF)

ALERT: Price-sensitive ASX Announcement for DBF
Current share price for DBF : $0.330 -0.098 (-22.81%)+
Announcement
Release
28 Aug 2026 3:35PM
Price at Release
$0.428
Full Release
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Summary
Duxton Farms Ltd’s 28 August 2026 Entitlement Issue Prospectus sets out a pro-rata non-renounceable offer of 1 secured convertible note for every 11 DBF shares held at the record date, at $1.00 per note, to raise up to about $9.74 million, with proceeds intended for capital expenditure across operations, partial repayment of senior bank debt, working capital for the FY27 operating cycle, and offer costs; the notes have a four-year term, are unquoted, rank behind senior debt but ahead of shares and unsecured subordinated debt on a winding up, and allow noteholders to elect either a 7.5% cash coupon or 12.0% payment-in-kind interest capitalised annually, with annual conversion opportunities into ordinary shares at the greater of 90% of the lowest 30-day VWAP over the preceding 11-month period and $0.20; the prospectus explains that the raising is intended to support DBF’s strategy following its October 2025 acquisitions and while it divests non-core broadacre cropping assets and invests in horticulture, apiculture and viticulture, notes commitments by entities associated with major shareholders Richard Magides and Ed Peter to take up entitlements and, subject to shareholder approval, subscribe for shortfall notes, and highlights key risks including liquidity, redemption, market, dilution, operating, environmental, water, debt refinancing and agricultural sector risks.
Key Points
  • DBF is offering 1 convertible note for every 11 shares held at an issue price of $1.00 per note.
  • The entitlement offer seeks to raise up to approximately $9,739,054 before costs.
  • The prospectus is dated 28 August 2026.
  • The notes are not quoted on ASX and there will be no public market for trading them.
  • The notes have a four-year maturity unless converted or redeemed earlier.
  • Noteholders may elect a 7.5% cash coupon or a 12.0% per annum capitalised PIK return.
  • Conversion is available annually and at maturity during defined election periods.
  • The conversion price is the greater of 90% of the lowest 30-day VWAP over the prior 11-month period and $0.20.
  • Funds are intended for capital expenditure, refinancing bank debt, working capital and offer costs.
  • DBF states approximately $3.0 million is for capital expenditure, $2.0 million for senior debt repayment, about $4.56 million for working capital and about $0.18 million for costs.
  • The notes are secured by second-ranking security excluding real property and water assets, behind senior bank facilities.
  • DBF says the raising is intended to keep development plans on track while the broadacre cropping market stabilises.
  • The company had focused on integrating acquired businesses after completing acquisitions in October 2025.
  • DBF has been divesting non-core broadacre cropping assets and deploying capital into horticulture, apiculture and viticulture.
  • The offer is not underwritten and has no minimum subscription.
  • Any shortfall may remain open for up to three months after the closing date.
  • Eligible shareholders are those with registered addresses in Australia, New Zealand, Switzerland, Luxembourg or Singapore.
  • If shareholders do not participate, their interests may be diluted if notes are later converted into shares.
  • The prospectus states there is no immediate change in control because the notes are not voting securities.
  • Major shareholders associated with Richard Magides and Ed Peter committed to subscribe for their full entitlements and, subject to approval, additional shortfall notes up to 2.8 million notes each.
  • Key risks include interest payment risk, redemption risk, liquidity risk, market price risk, ranking risk and enforcement risk.
  • Company and industry risks highlighted include weather, climate change, disease, commodity prices, labour availability, debt refinancing and water access.
IMPORTANT NOTE: This information is autogenerated and has not been reviewed for accuracy or completeness. You should refer to the full announcement here for further information.