The GENESIS Energy Share Offer Investment Statement Dated 13 March 2014 the GENESIS Energy Share Offer
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THE GENESIS ENERGY THE GENESIS ENERGY THE SHARE OFFER GENESIS ENERGY INVESTMENT STATEMENT DATED 13 MARCH 2014 DATED STATEMENT INVESTMENT SHARE OFFER INITIAL PUBLIC OFFERING OF ORDINARY SHARES IN GENESIS ENERGY LIMITED INVESTMENT STATEMENT DATED 13 MARCH 2014 we’re in it for you IMPORTANT INFORMATION (THE INFORMATION IN THIS SECTION IS REQUIRED Securities Act and Securities Regulations, as modifi ed Given these uncertainties, you are cautioned not to UNDER THE SECURITIES ACT 1978.) by the Securities Act (Genesis Energy Limited Crown place undue reliance on any forward looking statements share off er) Exemption Notice 2014. There is a registered contained in this Investment Statement. Under no Investment decisions are very important. They often have prospectus containing an off er of securities to which this circumstances should you regard the inclusion of forward long-term consequences. Read all documents carefully. Investment Statement relates. looking statements as a representation or warranty by Ask questions. Seek advice before committing yourself. This Investment Statement is an important document and the Crown, Genesis Energy, their respective offi cers, the In addition to the information in this document, important should be read carefully before deciding whether or not directors of Genesis Energy or any other person referred information can be found in the current registered to invest in Genesis Energy. to in this Investment Statement with respect to the achievement of the results set out in any such statement, prospectus for the investment. You are entitled to No one is authorised by the directors of Genesis Energy or that the underlying assumptions used will in fact a copy of that prospectus on request. or the Crown to give any information or make any be realised. representation in connection with this Off er which is not THE FINANCIAL MARKETS AUTHORITY contained in this Investment Statement, the Prospectus REGULATES CONDUCT IN FINANCIAL MARKETS SUPPLEMENTARY DISCLOSURE AND or in other communications from the directors and WITHDRAWAL RIGHT The Financial Markets Authority regulates conduct in the Crown. Any information or representation not New Zealand’s fi nancial markets. The Financial Markets See Section 7 Terms of the Off er under the heading so contained may not be relied upon as having been Authority’s main objective is to promote and facilitate “Supplementary Disclosure and Withdrawal Right” for a authorised by the Company, the directors or the Crown. the development of fair, effi cient, and transparent description of the process should a signifi cant adverse fi nancial markets. If you are in any doubt as to any aspect of the Off er, you development occur prior to the Allotment Date. should consult your fi nancial or legal adviser or an NZX For more information about investing, go to Firm. Should you have any questions about this Off er, you http://www.fma.govt.nz can call 0800 90 30 90 (New Zealand only) during the FINANCIAL ADVISERS CAN HELP YOU MAKE Off er period. INVESTMENT DECISIONS You should seek your own taxation advice on the Using a fi nancial adviser cannot prevent you from losing implications of an investment in the Shares. money, but it should be able to help you make better investment decisions. NO GUARANTEE No person guarantees the Shares off ered under this Financial advisers are regulated by the Financial Markets Investment Statement. No person warrants or guarantees Authority to varying levels, depending on the type of the performance of the Shares or any return on any adviser and the nature of the services they provide. Some investments made pursuant to this Investment Statement. fi nancial advisers are only allowed to provide advice on a limited range of products. SELLING RESTRICTIONS When seeking or receiving fi nancial advice, you should The Off er is being made only to persons who would check– be New Zealand Applicants if they elected to apply — the type of adviser you are dealing with: for Shares, to Participating Iwi in New Zealand and to — the services the adviser can provide you with: Institutional Investors in New Zealand, Australia and — the products the adviser can advise you on. certain other jurisdictions. A fi nancial adviser who provides you with personalised No person may off er, sell (including resell) or deliver fi nancial adviser services may be required to give you a or invite any other person to so off er, sell (including disclosure statement covering these and other matters. resell) or deliver any Shares or distribute any documents You should ask your adviser about how he or she is paid (including this Investment Statement) in relation to and any confl icts of interest he or she may have. the Shares to any person outside New Zealand except Financial advisers must have a complaints process in in accordance with all of the legal requirements of the place and they, or the fi nancial services provider they relevant jurisdiction. work for, must belong to a dispute resolution scheme Unless otherwise agreed with the Crown and Genesis if they provide services to retail clients. So if there is Energy, any person or entity subscribing for Shares in the a dispute over an investment, you can ask someone Off er shall, by virtue of such subscription, be deemed to independent to resolve it. represent that he, she or it is not in a jurisdiction which Most fi nancial advisers, or the fi nancial services provider does not permit the making to him, her or it of an off er they work for, must also be registered on the fi nancial or invitation of the kind described in this Investment service providers register. You can search for information Statement, and is not acting for the account or benefi t about registered fi nancial service providers at of a person within such jurisdiction. None of the Crown, http://www.fspr.govt.nz Genesis Energy, the Joint Lead Managers, the Registrar or any of their respective directors, offi cers, employees, You can also complain to the Financial Markets consultants, agents, partners or advisers accepts any Authority if you have concerns about the behaviour liability or responsibility to determine whether a person of a fi nancial adviser. is able to participate in the Off er. IMPORTANT NOTICE FORWARD LOOKING STATEMENTS This document (“Investment Statement”) relates to the This Investment Statement contains certain statements Off er by the Crown of ordinary shares in Genesis Energy that relate to the future. Such forward looking statements Limited. Genesis Energy is the issuer of the Shares and are not a guarantee of future performance and involve the Crown is the issuer and promoter for the purposes of known and unknown risks, uncertainties, assumptions and the Securities Act and Securities Regulations. other factors, many of which are beyond the control of This document is an investment statement for the the Crown and Genesis Energy and which may cause the purposes of the Securities Act and the Securities actual results, performance or achievements of Genesis Regulations and is prepared as at, and dated, 13 March Energy to diff er materially from those expressed or 2014. It has been prepared in compliance with the implied by such statements. GENESIS ENERGY SHARE OFFER FINAL PRICE SET AT $1.55 PER SHARE KEY OFFER STATISTICS Number of Shares allocated through the bookbuild 400,000,000 (being 40% of the total number of Shares expected to be on issue on the Allotment Date) Number of Shares being offered under the General Offer Up to 90,000,000 (being 9% of the total number of Shares expected to be on issue on the and Participating Iwi Offer1 Allotment Date) Crown shareholding following the Offer2 At least 510,000,000 (being at least 51% of the total number of Shares expected to be on issue on the Allotment Date) Indicative market capitalisation based on the Final Price $1,550.0 million Prospective Net Debt3 $994.3 million Indicative enterprise value based on the Final Price $2,544.3 million FY2014 FY2015 KEY INVESTMENT METRICS Prospective Prospective Price/earnings ratio 37.1x 16.2x EV/EBITDAF multiple 8.3x 7.0x Implied cash dividend yield4 8.3% 10.3% Implied gross dividend yield4 11.5% 14.3% These Key Investment Metrics are based on the Final Price. EBITDAF and Net Debt are non-GAAP financial measures. You can find further information about non-GAAP financial measures and the calculation of the Key Offer Statistics and the Key Investment Metrics in Section 5 Overview of Financial Information and the Glossary of the Investment Statement and in Section 6.0 Financial Information and the Glossary of the Prospectus. KEY DATES 11 14 APRIL 2014 APRIL 2014 General Offer closes Broker Firm Offer closes (5.00pm) (5.00pm) These dates are indicative only and may be amended. The Offer may also be withdrawn at any time before the allotment of Shares in the absolute discretion of the Crown. APPLICATION FORM - EXAMPLE APPLICATION PAYMENT AMOUNTS The hard copy Application Form accompanying the Investment Statement asks you to complete the boxes for “Number of Shares applied for”, “Final Price” and “Total Application amount”. Set out below are examples of how to complete these boxes if you are targeting a certain Application amount. Target Application amount Number of Shares applied for X Final Price = Total Application amount $1,000 (minimum5) 645 X $1.55 = $999.75 $2,000 1,290 X $1.55 = $1,999.50 $5,000 3,225 X $1.55 = $4,998.75 $10,000 6,451 X $1.55 = $9,999.05 $20,000 12,903 X $1.55 = $19,999.65 Applications under the General Offer up to $1,000 will not be scaled. Applications under the General Offer in excess of $1,000 may be scaled if the Offer is over-subscribed, but will not receive less than $1,000 worth of Shares (subject to rounding).