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

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Section 1 - Overview of the Equity Raising1.1 Equity RaisingAWB intends to raise approximately $459 million under the Equity Raising, which comprises the Institutional Placement andthe Entitlement Offer.Under the Entitlement Offer, AWB is offering Eligible Shareholders the opportunity to subscribe for 1 New Share for every 1Existing Share held at 7:00pm (Melbourne time) on Monday, 28 September 2009 (Record Date), at the Issue Price of $1.00per New Share. The Entitlement Offer is non-renounceable, which means that the Entitlements are non-transferable andcannot be sold or traded. Both the Institutional Placement and the Entitlement Offer are fully underwritten.Please refer to the ASX Announcement and the Investor Presentation annexed to this Retail Information Booklet forinformation on the purpose of the Equity Raising, the sources and application of the proceeds of the Equity Raising, and forinformation on AWB’s business, performance and strategy. You should also consider other publicly available informationabout AWB available at www.asx.com.au and www.awb.com.au.1.2 Institutional Placement and Institutional Entitlement OfferOn Wednesday, 23 September 2009 and Thursday, 24 September 2009, AWB successfully conducted the InstitutionalPlacement to raise $100 million and the Institutional Entitlement Offer to raise approximately $120 million, at an Issue Priceof $1.00 per New Share. The Institutional Placement and Institutional Entitlement Offer are fully underwritten and NewShares are expected to be allotted under the Institutional Placement and Institutional Entitlement Offer on Thursday,8 October 2009.1.3 Retail Entitlement OfferEligible Retail Shareholders are invited to subscribe for all or part of their Entitlement and are being sent this RetailInformation Booklet with a personalised Entitlement and Acceptance Form. In addition, Eligible Retail Shareholders may alsosubscribe for additional New Shares in excess of their Entitlement. Please note that New Shares in excess of Entitlementswill only be issued to Eligible Retail Shareholders as determined by the Lead Managers in consultation with AWB, havingregard to circumstances as at the time of the close of the Retail Entitlement Offer. The issue of any New Shares in excess ofEntitlements will be limited to the extent that there are sufficient New Shares from Eligible Retail Shareholders who do nottake up their full Entitlements. The Lead Managers in consultation with AWB may apply any scale-back (in their absolutediscretion).The Retail Entitlement Offer constitutes an offer to Eligible Retail Shareholders only. Eligible Retail Shareholders areShareholders on the Record Date who have a registered address in Australia or New Zealand and who are eligible under allapplicable laws to receive an offer under the Retail Entitlement Offer. The following persons are not entitled to participate inthe Retail Entitlement Offer:• any Eligible Institutional Shareholder (other than a nominee to the extent that the nominee also holds on behalf of anEligible Retail Shareholder); or• any Ineligible Institutional Shareholder.The Retail Entitlement Offer closes at 5:00pm (Melbourne time) on Wednesday, 21 October 2009, with New Shares to beallotted on Friday, 30 October 2009.The Retail Entitlement Offer is fully underwritten, and will raise approximately $239 million. The Issue Price under the RetailEntitlement Offer is the same as the Issue Price under the Institutional Placement and the Institutional Entitlement Offer.NomineesThe Retail Entitlement Offer is being made to all Eligible Retail Shareholders (as defined in Section 2.1). AWB is not requiredto determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial ownersof securities. Where any holder is acting as a nominee for a foreign person that holder, in dealing with its beneficiary, willneed to assess whether indirect participation by the beneficiary in the Retail Entitlement Offer is compatible with applicableforeign laws.Any person in the United States or any person that is, or is acting for the account or benefit of, a US Person with a holdingthrough a nominee may not participate in the Retail Entitlement Offer, and such a nominee must not take up any Entitlementor send any materials relating to the Equity Raising into the United States or to any person that is, or is acting for the accountor benefit of, a US Person.7
Section 1 - Overview of the Equity Raising (continued)1.4 Ranking of New SharesNew Shares will be issued on a fully paid basis and will rank equally with Existing Shares.1.5 ReconciliationAs in any entitlement offer, Shareholders may believe that they own more Existing Shares on the Record Date than theyultimately do. This may result in a need for reconciliation to ensure all Eligible Shareholders have the opportunity to receivetheir full Entitlement. If reconciliation is required, it is possible that AWB may need to issue a small quantity of additionalNew Shares (Top-Up Shares) to ensure all Eligible Institutional Shareholders and Eligible Retail Shareholders have theopportunity to receive their full Entitlement. The price at which these Top-Up Shares will be issued will be the same as theIssue Price.AWB also reserves the right to reduce the number of New Shares allocated to Eligible Shareholders (or persons claimingto be Eligible Shareholders), if their Entitlement claims prove to be overstated, or if they or their nominees fail to provideinformation requested to substantiate their Entitlement claims, or if they are indeed not Eligible Shareholders.1.6 Quotation and tradingAWB will apply to ASX for the official quotation of the New Shares in accordance with ASX Listing Rule requirements.Subject to approval being granted, it is expected that normal trading of New Shares allotted under the Retail EntitlementOffer will commence on Monday, 2 November 2009.1.7 Confirmation StatementsConfirmations are expected to be dispatched to Eligible Retail Shareholders on Tuesday, 3 November 2009 in respect of NewShares allotted under the Retail Entitlement Offer.It is the responsibility of each applicant to confirm their holding before trading in New Shares. Any applicant who sellsNew Shares before receiving written confirmation of their holding will do so at their own risk. AWB and the Lead Managersdisclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who tradeNew Shares before receiving their confirmations, whether on the basis of confirmation of the allocation provided by AWB,the Registry, Orient Capital or the Lead Managers.1.8 Withdrawal of the Entitlement OfferAWB reserves the right to withdraw the Entitlement Offer at any time before the issue of New Shares, in which case AWB willrefund any Application Monies already received in accordance with the Corporations Act and will do so without interest.1.9 Allocation policyAll Eligible Retail Shareholders will be allocated New Shares applied for up to their Entitlement. Please note that New Sharesin excess of Entitlements will only be issued to Eligible Retail Shareholders if (and to the extent that) the Lead Managers inconsultation with AWB so determine having regard to circumstances as at the time of the close of the Retail Entitlement Offer.The issue of any New Shares in excess of Entitlements will be limited to the extent that there are sufficient New Shares fromEligible Retail Shareholders who do not take up their full Entitlements. The Lead Managers in consultation with AWB mayapply any scale-back (in their absolute discretion).8
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Retail Entitlement Offer - Documents Mailed to ... - AWB Limited

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