Pental Limited (ASX:PTL) entered into an acquisition agreement to acquire Hampers with Bite Pty Ltd ("HWB") from Rory Boyle and Nicholas Boyle for AUD 28.2 million on August 20, 2021. The transaction will be undertaken on a debt-free / cash-free basis. AUD 21.3 million of the purchase price as cash consideration will be funded by AUD 5.7 million in net debt; AUD 9.0 million in cash at hand; AUD 6.0 million capital raise via a Placement including AUD 1.4 million reserved for transaction related costs; and proceeds from a AUD 2.0 million capped Share Purchase Plan. AUD 3.0 million of the purchase price by issue of 6.666667 PTL shares issued at AUD 0.45 per share. An earnout capped at AUD 4.0 million will be paid subject to HWB achieving AUD 6.3 million in EBIT for the financial year ending June 30, 2022. Earnout is to be funded from operating cash flow and available debt capacity at that time. AUD 4.6 million will be used for acquisition from capital raise. Hampers with Bite Pty Ltd FY21 revenue is approximately AUD 24 million, EBIT is AUD 5 million, EBITDA is approximately AUD 5.1 million, total assets of AUD 3.8 million, total liabilities of AUD 1.8 million, net assets of AUD 2 million and net profit of AUD 3.5 million as on June 30, 2021. Due diligence required for consummation of the transaction has been completed. Transaction is subject to satisfaction of closing conditions including Capital Raising, a new employment agreement in relation to a key employee, the transfer or replacement of key business permits and lease assignments, any approvals or consents required by the ASX Listing Rules or any other applicable law and other conditions. Completion of the Acquisition is expected in early to mid-September 2021. The Acquisition is expected to be immediately EPS accretive and is consistent with Pental's stated strategy for strategic acquisitions and channel diversification. HWB earnings expected to provide an accretive EBITDA of approximately AUD 2 million to Pental. Charles Reed and James Emonson PAC Partners Securities Limited acted as lead managers in capital raising. Grant Thornton Corporate Finance, LLC acted as financial due diligence provider and MinterEllison acted as legal due diligence provider to Pental. Charles Reed and James Emonson of PAC Partners Securities Pty. Limited acted as financial advisor to Pental.

Pental Limited (ASX:PTL) completed the acquisition of Hampers With Bite Pty. Ltd. on September 1, 2021. CDI Global acted as financial advisor to Pental in the transaction.