Orica Limited ABN 24 004 145 868
ASX Announcement
Pro Rata Entitlement Offer and Demerger of Consumer Products
THESE PRESS MATERIALS ARE NOT FOR RELEASE IN THE UNITED STATES
Orica Limited (“Orica”) today announced that it will raise up to approximately $900 million through an accelerated, pro rata entitlement offer (“Entitlement Offer”) at $22.50 per share. The Entitlement Offer will further strengthen the Company’s balance sheet and provide financial flexibility to pursue its growth ambitions.
Orica also announced its intention to demerge its Consumer Products business to create a premier branded consumer goods company, with its own name, separately listed on the ASX (“Demerger”). Orica expects the Demerger to occur in early 2009, subject to shareholder, court and other approvals.
“Today’s announcement is an important milestone in Orica’s evolution. We see many growth opportunities ahead of us and the Entitlement Offer will provide the financial flexibility to make the most of them as they arise,” Orica Chairman Don Mercer said.
“Strategically it is the right time for the Demerger. We have built strong businesses and the Demerger is expected to generate shareholder value in creating two market leading companies. It will also allow Orica shareholders to continue to benefit from owning the Consumer Products business which is the clear market leader in branded home improvement products in Australia and New Zealand.
“Orica will become entirely focused on delivering shareholder value through its mining services (which will represent approximately 90% of the company’s earnings) and chemicals businesses.
“Orica is a global leader in providing services to the mining sector and we see excellent growth opportunities ahead in this market. The Entitlement Offer will ensure we are positioned to capture the best of those.”
Pro Rata Entitlement Offer
Eligible shareholders will be offered the opportunity to acquire Orica shares at $22.50 each on the basis of one new ordinary share for every eight existing ordinary shares. The issue price of $22.50 per share represents an 18.1% discount to the closing price of Orica shares of $27.47 on 21 July 2008 and a 16.4% discount to the Theoretical Ex-Entitlement Price1.
Orica will raise approximately $600 – 900 million through the Entitlement Offer, which will be
For personal use only use personal For conducted in two tranches:
under the underwritten Institutional Entitlement Offer, Orica will raise approximately $600 million; and
1 Assuming the Retail Entitlement Offer is fully subscribed.
under the Retail Entitlement Offer, Orica will raise up to approximately $300 million.
The Institutional Entitlement Offer is fully underwritten at the issue price of $22.50 per share. The Retail Entitlement Offer is not underwritten. Goldman Sachs JBWere has been appointed as Sole Lead Manager and Underwriter for the Entitlement Offer.
The Record Date for the Institutional and Retail Entitlement Offer will be Friday, 25 July 2008. The Institutional Entitlement Offer will be conducted during the period 22 – 25 July 2008, with the Retail Entitlement Offer to follow. To conduct the Institutional Entitlement Offer, Orica has requested that ASX place Orica shares in a trading halt until Monday, 28 July 2008. Refer to Appendix A for a summary timetable relating to the Entitlement Offer.
New Orica ordinary shares not taken up by eligible shareholders (and those which would otherwise have been offered to ineligible shareholders) will be placed into an institutional or retail bookbuild, as applicable. Any premium above the issue price achieved in these bookbuilds will be remitted to relevant shareholders on a pro rata basis. The entitlements will not be tradeable on the ASX or otherwise transferable.
“The proceeds of the Entitlement Offer will initially be used for debt repayment which immediately enhances our balance sheet capacity,” Managing Director and Chief Executive Officer Graeme Liebelt said.
“This provides the financial flexibility to continue to take advantage of growth opportunities in the mining services and chemicals sectors as they arise and includes the recently announced construction of a 300,000 tonne per annum ammonium nitrate plant in Bontang, Indonesia for approximately $US550 million.”
Orica is committed to retaining the BBB+ credit rating. As a result of the Entitlement Offer, on a pro forma basis as at 31 March 2008, Orica’s adjusted gearing will decrease to approximately 30 - 36% (depending on the extent to which the Retail Entitlement Offer and Retail Bookbuild are subscribed), compared to its long term target of 35-45%.
Any shares acquired through the Entitlement Offer (whether directly or through the acquisition of renounced entitlements) will:
be entitled to be voted at the shareholders’ meeting to consider the Demerger,
if the Demerger is approved, receive shares in Consumer Products when it is established as a stand-alone company (provided the shareholder is eligible to participate in the Demerger); and
receive any final 2008 dividend declared by Orica.
Demerger of Consumer Products
“The Demerger recognises the different strategic and operating characteristics of Orica’s mining services and chemicals businesses compared with the Consumer Products business. The separation effected by the Demerger is expected to unlock value for Orica shareholders through the creation of two separate, more focused listed companies each with market leading positions, exciting growth opportunities and attractive investment profiles,” Mr Liebelt For personal use only use personal For said.
Consumer Products is a clear market leader in branded home improvement products in Australia and New Zealand with a focus on the premium paint and home improvement markets. The leading brands include Dulux, British Paints, Berger Paints, Selleys and Yates.
On the basis the Demerger proceeds, the Chairman of the Board of Consumer Products will be Peter Kirby who brings a broad range of experience to his new role. In addition to his position on the Orica Board since July 2003, Mr Kirby is a Director of Macquarie Bank Limited and was formerly Chairman of Medibank Private Limited, Chief Executive Officer of ICI Paints, a member of the Executive Board of ICI plc and Chief Executive Officer of CSR Limited. Garry Hounsell will also join the Consumer Products Board as a Non-Executive Director. Mr Hounsell has been a director of Orica for four years, and has significant experience in professional services and as a company director including current positions on the boards of PanAust Limited, where he is Chairman, Mitchell Communications Group Limited, where he is Deputy Chairman, Qantas Airways Limited and Nufarm Limited. Messrs Kirby and Hounsell will both retire from the Orica Board at the time of the Demerger.
Patrick Houlihan, the current Group General Manager, Consumer Products, will be the Managing Director and Chief Executive Officer of the Consumer Products business.
Orica is expected to remain in the S&P/ASX 50 and the Demerged Consumer Products is expected to be eligible for inclusion in the S&P/ASX 200 following its listing on ASX.
Refer to Appendix B for an indicative timetable relating to the Demerger. Full details of the Demerger will be provided in a Demerger Scheme Booklet to be sent to shareholders before the end of calendar 2008.
Orica is being advised by Goldman Sachs JBWere and Freehills in relation to the Demerger.
Demerger structure
The Demerger is proposed to be effected through a scheme of arrangement under which 100% of the equity of Consumer Products will be demerged to eligible Orica ordinary shareholders, who will receive the same proportional interest in Consumer Products as they hold in Orica at the effective date of the Demerger. Ordinary shareholders will also retain their Orica shares. The Demerger is expected to be tax-free for Australian residents who hold Orica shares on capital account and a ruling will be sought from the Australian Taxation Office.
The Orica Step-Up Preferences Securities (“SPS”) will remain securities of Orica and SPS holders will not participate in the Demerger.
Demerger timing
Orica expects to distribute a Demerger Scheme Booklet to shareholders by the end of this calendar year, with a shareholder vote in January/February 2009. Subject to shareholder, court and other approvals, the Demerger is expected to be completed in February 2009.
Chemicals businesses
With immediate effect, Orica intends to merge its Chemical Services (consisting of Mining Chemicals and Watercare) and Chemnet businesses to create a single Chemicals group. The merger will enable Orica to realise cost savings and efficiencies by reducing duplication across selected operational functions.
For personal use only use personal For Andrew Coleman, currently the Group General Manager, Chemical Services, will manage the merged Chemicals business. While the merger is effective immediately, it is expected that the restructuring of functional and operational areas will occur progressively over the next 6-12 months.
The Chemicals business will initially focus on implementing the merger, improving customer service and capturing the anticipated cost savings. Over time, the Chemicals business will focus on a number of attractive growth opportunities.
Pursuant to the formation of the Chemicals Group, Bronek Karcz, formerly Group General Manager, Chemnet, will leave Orica. The Board wishes to thank him for his significant contribution to the Company over the last seven years.
Outlook for 2008
Orica confirms its earlier guidance that, subject to global economic conditions, group net profit (before individually material items) in 2008 is expected to be higher than that reported in 2007. This is a result of an additional three months contribution from Minova, 11 months contribution from Excel Mining Systems and improved earnings across the other business segments.
Dividend policy
Consistent with opportunities available to invest in attractive growth options, and subject to Orica’s financial performance, Orica intends to maintain a progressive dividend policy. Further details of Orica’s and Consumer Products’ dividend policies will be provided in a Demerger Scheme Booklet to be sent to Orica shareholders in relation to the scheme.
Shareholder Enquiries
Retail shareholders who have questions relating to the Entitlement Offer or the Demerger should call the Orica Shareholder Information Line on 1300 301 253 (within Australia), 09 375 5998 (within New Zealand) or +61 2 8280 7754 (from elsewhere) any time from 8.30am to 7.30pm (AEST) Monday to Friday or go to our website at www.orica.com.
A presentation regarding the Demerger and Entitlement Offer is available on our website (www.orica.com). Institutional shareholders and nominee companies should contact the Sole Lead Manager and Underwriter directly.
Additional information
Stuart Hutton, Investor Relations Lisa Walters, Communications Manager Ph: +61 3 9665 7844 Ph: +61 3 9665 7538 Mobile: +61 411 790 164 Mobile: +61 421 585 750 [email protected] [email protected]
Tim Duncan or Nerida Mossop Hintons & Associates Ph: +61 3 9600 1979
For personal use only use personal For [email protected]
21 July 2008
Appendix A – Indicative Entitlement Offer Timetable
Monday, 21 July (after market) Institutional Entitlement Offer opens
Tuesday, 22 July Trading halt commences
Wednesday, 23 July Institutional Entitlement Offer closes
Thursday, 24 July Institutional Bookbuild opens
Friday, 25 July – 12.00 pm (AEST) Institutional Bookbuild closes
Friday, 25 July – 7.00 pm (AEST) Record Date for Institutional Entitlement Offer and Retail Entitlement Offer
Monday, 28 July Orica re-commences trading
Retail Entitlement Offer opens
Prospectus lodgement
Wednesday, 6 August Institutional Offer Settlement
Thursday, 7 August Allotment of New Shares under Institutional Entitlement Offer and Institutional Bookbuild
Thursday, 7 August Institutional Entitlement Offer and Institutional Bookbuild Shares commence trading
Monday, 18 August – 5.00 pm (AEST) Retail Entitlement Offer ends
Thursday, 21 to Friday, 22 August Retail Bookbuild period
Thursday, 28 August Retail Offer Settlement
Friday, 29 August Allotment of New Shares under Retail Entitlement Offer and Retail Bookbuild
Friday, 29 August New Shares under Retail Entitlement Offer and Retail Bookbuild commence trading
Tuesday, 2 September Despatch of holding statements
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Appendix B – Indicative Demerger Timetable
21 July 2008 Demerger announced
July – October 2008 Documentation and preparation
November 2008 Orica full year results released
December 2008 Dispatch of Demerger documentation to shareholders
Late January / February 2009 Shareholder vote
February 2009 Court approval
February 2009 Implementation of Demerger
February 2009 Consumer Products commences trading as a separate company on ASX
Important information These press materials do not constitute an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the company and management, as well as financial statements. * * * * * This news release includes “forward-looking statements” as that term within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance”, or other similar words, and include statements regarding estimated reserves and resources, certain plans, strategies and objectives of management and expected financial performance, costs or production output. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Orica, and its officers, employees, agents or associates, including risks associated with a loss, change or other adverse event relating to Orica’s relationship with key customers; compromised security of Orica’s products during manufacture or distribution; increased input, labour, environmental or other costs; unsuccessful execution of the demerger described in this news release; business interruption from industrial disputes, work stoppages and accidents; changes in prices for Orica’s products; and global and regional economic conditions. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward- looking statements. and should refer to the Prospectus for further information on the proposed offering of securities, including risk factors. Orica assumes no obligation to update such information.
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