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

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Services. AWB will also recognise a $120 million non-cash impairment against LandmarkFinancial Services goodwill in the 2008/09 financial year.“AWB has a number of exciting opportunities in front of it”, Mr Davis said. “Today’sannouncement will fundamentally reposition the Company’s balance sheet for this journey.AWB’s directors and management fully support the refinancing, and recommend it to allshareholders.”Details of the OfferThe Offer will be at a fixed price of $1.00 per share and will comprise the followingcomponents. $359 million 1 for 1 Entitlement Offer:— approximately $115 million via the institutional component of the Entitlement Offer(“Institutional Entitlement Offer”); and— approximately $244 million via the retail component of the Entitlement Offer (“RetailEntitlement Offer”), and $100 million Institutional PlacementThe offer price of $1.00 per New Share represents a 30.8% discount to the closing price ofAWB shares on 22 September and an 18.2% discount to the theoretical ex-rights price(“TERP”). New shares issued will rank equally with existing AWB shares. Based on theCompany’s stated dividend policy of 40-65% of net profit after tax post significant items, AWBwill not be declaring a final dividend for the 2008/09 financial year.Eligible Shareholders will be entitled to subscribe for 1 new AWB ordinary share (“NewShares”) for every 1 existing AWB ordinary share (“Shares”) held at 7:00pm AEST on Monday,28 September (“Record Date”) 1 . Existing retail shareholders will have the opportunity to applyfor additional shares above their entitlement as part of the Retail Entitlement Offer, whileexisting institutional shareholders are also able to participate for more than their entitlementby bidding for shares not being taken up by ineligible shareholders and shareholders notwishing to participate in the Entitlement Offer.Key datesInstitutional Entitlement Offer and Institutional Placement 23 – 24 September 2009Record Date to determine right to participate in theEntitlement Offer7.00pm (AEST) 28September 2009Retail Entitlement Offer opens 2 October 2009Settlement of Institutional Entitlement Offer and Institutional 7 October 2009PlacementAllotment and trading of New Shares issued under8 October 2009Institutional Entitlement Offer and Institutional PlacementRetail Entitlement Offer closes (Closing Date)5.00pm (AEDT) 21 October2009The above timetable is indicative only. References to time and date are references to Australian Eastern Standard Time (AEST) orAustralian Eastern Daylight Time (AEDT), where indicated. AWB reserves the right to amend any or all of these events, dates andtimes subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, AWB reserves the right toextend the closing dates for the offers, to accept late applications either generally or, in particular cases, to withdraw the offers withoutprior notice. The commencement of quotation of the New Shares is subject to confirmation from ASX.1 For the purposes of determining entitlements under the Entitlement Offer, AWB will disregard transactions in Shares occurring afterimplementation of the trading halt in AWB shares on 23 September 2009, except for settlement of on-market transactions thatoccurred prior to the implementation of the trading halt.19
Annexure I – ASX Equity Raising Announcement (continued)AWB expects to announce the outcome of the Institutional Entitlement Offer and InstitutionalPlacement to the market prior to commencement of trading on Friday, 25 September, withtrading in AWB shares expected to resume at start of trading on that day.Further details of the Offer are included in Annexure A to this announcement.For further information, please refer to the investor presentation accompanying thisannouncement.Media enquiries, contactPeter McBride, GM Corporate Affairs: +61(0) 3 9209 2174 or + 61 (0) 417 662 451Investor enquiries:Belinda Seal, Investor Relations Manager: +61(0) 3 9209 2887 or + 61 (0) 438 535 975This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities inthe United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation Sunder the U.S. Securities Act of 1933 (the “U.S. Securities Act”)) (“U.S. Person”). Securities may not beoffered or sold in the United States, or for the account or benefit of, or to U.S. Persons unless thesecurities have been registered under the U.S. Securities Act or an exemption from registration isavailable. The securities to be offered and sold in the Offer have not been, and will not be, registeredunder the U.S. Securities Act, and may not be offered or sold in the United States or to, or for theaccount or benefit of U.S. Persons, unless the securities are registered under the U.S. Securities Act oran exemption from the registration requirements of the U.S. Securities Act is available.Neither this announcement nor any other documents relating to the Offer may be sent or distributed topersons in the United States or to U.S. Persons or to any persons acting for the account or benefit ofU.S. Persons.The Offer does not constitute an offer, and New Shares will not be issued or sold under the Offer, in anyjurisdiction in which, or to any person to whom, it would not be lawful to make such an offer, issue orsale. No action has been taken to register or qualify the Shares or the New Shares or to otherwisepermit a public offering of Shares or New Shares outside Australia. The New Shares may be offered,issued or sold in any other jurisdiction under the Offer where such offer, issue or sale is permitted underapplicable law.This announcement contains certain forward-looking statements with respect to the financial condition,results of operations and business of AWB and certain plans and objectives of the management ofAWB. Forward-looking statements can generally be identified by the use of words such as ‘project’,‘foresee’, ‘plan’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’, ‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’ or similarexpressions. All such forward looking statements involve known and unknown risks, significantuncertainties, assumptions, contingencies and other factors, many of which are outside the control ofAWB, which may cause the actual results or performance of AWB to be materially different from anyfuture results or performance expressed or implied by such forward looking statements. Such forwardlookingstatements speak only as of the date of this announcement. Factors that could cause actualresults or performance to differ materially include without limitation the following: risks and uncertaintiesassociated with the Australian and global economic environment and capital market conditions,fluctuations in foreign currency exchange and interest rates, competition, AWB's relationships with, andthe financial condition of, its suppliers and customers, or legislative changes, or regulatory changes orother changes in the laws which affect AWB's business. The foregoing list of important factors is notexhaustive. There can be no assurance that actual outcomes will not differ materially from thesestatements.No representation or warranty is or will be made by any legal or natural person in relation to theaccuracy or completeness of all or part of this document, or the accuracy, likelihood of achievement orreasonableness of any forecasts, prospects or returns contained in, or implied by, the information or anypart of it. This document includes information derived from third party sources that has not been20
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 and 14: Section 3 - TaxationSet out below a
Page 15 and 16: Section 4 - Important Information f
Page 17 and 18: GlossaryTerm16Definition$ or A$ or
Page 19: Annexure I - ASX Equity Raising Ann
Page 23 and 24: 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

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

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