Retail Entitlement Offer - Documents Mailed to ... - AWB Limited

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Section 4 - Important Information for Shareholders4.1 No prospectusThe Entitlement Offer complies with the requirements of sections 708AA of the Corporations Act as notionally modified byASIC Class Order 08/35. Accordingly, neither this Retail Information Booklet nor the Entitlement and Acceptance Form arerequired to be lodged or registered with ASIC and no prospectus for the Entitlement Offer will be prepared.4.2 Availability of Retail Information BookletShareholders with registered addresses in Australia or New Zealand can obtain a copy of this Retail Information Bookletduring the Entitlement Offer Period on AWB’s website at www.awb.com.au or by calling the AWB Shareholder InformationLine on 1300 514 715 (within Australia) or on +61 3 9415 4393 (from outside Australia) from 8.30am to 5.00pm (Melbournetime) Monday to Friday at any time during the Entitlement Offer Period.Eligible Retail Shareholders with registered addresses in Australia or New Zealand will be sent a copy of this RetailInformation Booklet and their Entitlement and Acceptance Form. You should ensure that you read the Retail InformationBooklet and the Entitlement and Acceptance Form in their entirety, and if accessing them electronically that you downloadthe Retail Information Booklet in its entirety (including the annexures to this Retail Information Booklet).The electronic version of this Retail Information Booklet on AWB’s website will not include a personalised Entitlementand Acceptance Form. You will only be entitled to accept the Retail Entitlement Offer by completing your personalisedEntitlement and Acceptance Form which accompanies this Retail Information Booklet, or by making a payment ofApplication Monies via BPAY (refer to Section 2.3.2 for further information). Please carefully read the instructions on theaccompanying Entitlement and Acceptance Form.Shareholders in other jurisdictions are not entitled to access the electronic version of the Retail Information Booklet onAWB’s website.4.3 Continuous disclosureAWB is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations underthe Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.AWB is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASXmaking that information available to the stock markets conducted by the ASX. In particular, AWB has an obligation under theASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomesaware which a reasonable person would expect to have a material effect on the price or value of its shares. That informationis available to the public from the ASX.Some documents are required to be lodged with ASIC in relation to AWB. These documents may be obtained from, orinspected at, an ASIC office.4.4 Not investment adviceThe information provided in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form isnot financial product advice and has been prepared without taking into account your investment objectives, financialcircumstances or particular needs. The information contained in this Retail Information Booklet and the accompanyingEntitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information whicha Shareholder may require in order to determine whether or not to subscribe for New Shares. If you have any questionsyou should consult your stockbroker, accountant, solicitor, or other independent professional adviser before making yourinvestment decision.4.5 RisksThe Investor Presentation details important factors and risks that could affect the financial and operating performance ofAWB. Please refer to “Appendix I Key Risks” of the Investor Presentation for details. A copy of the Investor Presentation iscontained in Annexure II. You should consider these risk factors carefully in light of your personal circumstances, includingfinancial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.4.6 No authorisationNo person is authorised to give any information or make any representation in connection with the Retail Entitlement Offerwhich is not contained in this Retail Information Booklet. Any information or representation not contained in this RetailInformation Booklet may not be relied on as having been authorised by AWB in connection with the Retail Entitlement Offer.13
Section 4 - Important Information for Shareholders (continued)4.7 No cooling-off rightsCooling-off rights do not apply to a subscription for New Shares under the Entitlement Offer. This means that you cannotwithdraw your Application once it has been submitted except as required by law. Once the New Shares are issued andquotation is granted by ASX you may sell your New Shares on market.4.8 Foreign jurisdictions - restrictions and limitationsThis Information has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.The New Shares being offered under this Information are also being offered to Eligible Retail Shareholders with registeredaddresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).This Information is not an investment statement or prospectus under the New Zealand law, and may not contain all theinformation that an investment statement or prospectus under New Zealand law is required to contain.This Information does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful tomake such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the NewShares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.The distribution of this Retail Information Booklet and/or the Entitlement and Acceptance Form outside Australia and NewZealand may be restricted by law. If you come into possession of this Retail Information Booklet and/or the Entitlement andAcceptance Form you should observe any such restrictions and should seek your own advice on those restrictions. Anyfailure to comply with such restrictions may contravene applicable securities laws.4.9 Underwriting arrangements and feesThe Institutional Placement and Entitlement Offer are fully underwritten by the Lead Managers. The Underwriting Agreementis subject to certain termination events, such as:• the S&P ASX 200 closes prior to or on the date of settlement of the institutional component of the offer (expected to beWednesday, 7 October 2009) at 10% or more below its level on Tuesday, 22 September 2009, and remains at or belowthat level at close on the next business day or the institutional settlement date, whichever is shorter;• certain regulatory acts are taken or approvals refused;• there is a material adverse change in the financial position, results, operations or prospects of AWB; and• certain other events relating to the Equity Raising or AWB.If the Underwriting Agreement is terminated, the Equity Raising may not proceed in its entirety.AWB and the Lead Managers reserve the right, at any time, to appoint sub-underwriters in respect of any part of the RetailEntitlement Offer.The Lead Managers are entitled to be paid fees and expenses under the Underwriting Agreement and receive certainindemnities. The Lead Managers may appoint sub-underwriters, who may each be paid a fee determined by negotiation withthe relevant sub-underwriter. Any sub-underwriter’s fees in respect of the Retail Entitlement Offer would be paid by the LeadManagers out of the fees payable to the Lead Managers.4.10 IndemnitiesSubject to certain exceptions, AWB has agreed to indemnify the Lead Managers, their affiliates, related bodies corporate,directors, officers, employees, partners, agents and advisers (each an Indemnified Party) from and against all losses incurredby, or claims made against, an Indemnified Party in connection with the offer and appointment of the Lead Managers underthe Underwriting Agreement.4.11 ASX waiversIn order to conduct the Equity Raising, AWB has sought certain waivers from the ASX Listing Rules. ASX has granted AWBwaivers from ASX Listing Rules 3.20, 7.1, 7.40 and 10.11 subject to a number of conditions including that:• all Shareholders are offered their pro-rata share of the Entitlement Offer unless ASX Listing Rule 7.7.1 would permit theShareholder to be excluded from the Entitlement Offer;• New Shares are offered under the Institutional Entitlement Offer and Retail Entitlement Offer at the same price and sameratio; and14
Page 1 and 2: ABN 99 081 890 459To:The ManagerCom
Page 3 and 4: Important informationRETAIL INFORMA
Page 5 and 6: Letter from the Chairman2 October 2
Page 7 and 8: What should you do?1. Read this Ret
Page 9 and 10: Section 1 - Overview of the Equity
Page 11 and 12: Section 2 - How to Apply - Eligible
Page 13: Section 3 - TaxationSet out below a
Page 17 and 18: GlossaryTerm16Definition$ or A$ or
Page 19 and 20: Annexure I - ASX Equity Raising Ann
Page 25 and 26: Annexure II - Investor Presentation
Page 59 and 60: Shareholder Information Line on 130
Page 61 and 62: Corporate DirectoryAWB LimitedABN 9
Page 63 and 64: How to complete the Entitlement and
Page 65:
Shareholders who are eligible to pa
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Retail Entitlement Offer - Documents Mailed to ... - AWB Limited

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