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

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Illustrative proforma corporate leverageCapital raising to materially reduce leverageNet debt / EBITDAEBITDA / Net interestCorporateGroup 15.5 x2.9 x3.5 x6.6 xCovenantGroup 2Pre raising6.6 xPost raisingCovenants:Max 4.0x at Dec-09Max 2.75x from Jul-111.2 xPre raisingCovenants:Min 2.0x at Dec-09Min 3.0x from Oct-102.5 xPost raising8.8 xPre raisingPost raisingPre raisingPost raising1. Net debt includes syndicated facility, inventory finance facility, securitised receivables, offshore working capital facilities, unsecured deposit notes and available cash. Earningsrepresent AWB Group earnings.2. Net debt as per Corporate Group; however, excludes offshore working capital facilities and inventory finance facilities. Earnings represent Adjusted EBITDA as defined on page 27.3. Pre raising ratios based on forecast net debt as at 30 September 2009 and forecast earnings and interest for year ending 30 September 2009. Post raising ratios assume netproceeds from equity raising of $436m applied to reduce net debt forecasts.4. Assumed midpoint of annualised interest benefit from equity raising of $23m. Note: covenant tested at a quarterly basis.5. Ratios are for illustrative purposes only as covenants assessed under new refinancing terms from quarter ending 31 December 2009 onwards.Not for distribution or release in the United States or to U.S. persons28 23 September 2009Proforma debt maturities profileWell progressed on refinancing of facilities1,800Committed facilitiesLandmark Financial Services ($1,655m)1,6551,600AWB Harvest Finance ($25m)¹1,4001,200Syndicated Facility ($150m)Syndicated Facility ($80m)Inventory Financing Facility ($175m)²Facility limits ($m)1,000800600400675Landmark Financial Services ($500m)AWB Harvest Finance ($175m)¹StockleaseFacility($30m)Receivables Securitisation Facility ($250m)Landmark Financial Services($234m)Syndicated Facility($150m)200150255 2502341500253080Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Sep-11Corporate debt facilities Ring-fenced Facilities Amortised via equity raising1. Tranche A: Total facility limit of $25m allows maximum gearing of 90%, resulting in a cash limit of $22.5m. Tranche B: Total facility limit of $175m allows maximum gearingof 90%, resulting in a cash limit of $157.5m.2. Total facility limit of $175m allows maximum gearing of 80%, resulting in a cash limit of $140m.3. Maturity profile assumes net proceeds from equity raising applied to syndicated facility with any remaining proceeds applied to drawn component of receivablessecuritisation facility and inventory financing facility.4. Committed facility limits maturities presented proforma for refinancing.Not for distribution or release in the United States or to U.S. persons29 23 September 200939
Annexure II – Investor Presentation (continued)7. Equity raising1. OverviewNot for distribution or release in the United States or to U.S. persons3023 September 2009Details of the equity raisingOfferstructure• Accelerated non-renounceable 1:1 entitlement offer andinstitutional placement to raise gross proceeds ofapproximately $459m– Institutional entitlement offer to raise approximately $115m– Institutional placement to raise approximately $100m– Retail entitlement offer to raise approximately $244m• Eligible retail shareholders may apply foroversubscriptions• Entitlement offer and placement fully underwrittenOffer price• Offer price of $1.00 per new share, representing:– 31% discount to last closing price– 26% discount to 30-day VWAP– 18% discount to TERPDividendpolicy• Dividend policy of 40 – 65% of NPAT post significant items• No final dividend for 2008/09 financial yearNot for distribution or release in the United States or to U.S. persons31 23 September 200940
Page 1 and 2: ABN 99 081 890 459To:The ManagerCom
Page 3 and 4: Important informationRETAIL INFORMA
Page 5 and 6: Letter from the Chairman2 October 2
Page 7 and 8: What should you do?1. Read this Ret
Page 9 and 10: Section 1 - Overview of the Equity
Page 11 and 12: Section 2 - How to Apply - Eligible
Page 13 and 14: Section 3 - TaxationSet out below a
Page 15 and 16: Section 4 - Important Information f
Page 17 and 18: GlossaryTerm16Definition$ or A$ or
Page 19 and 20: Annexure I - ASX Equity Raising Ann
Page 25 and 26: Annexure II - Investor Presentation
Page 39: 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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