Microsoft Word - ASX announcement 6.15pm 9Nov15 - clean



H O 10 NOVEMBER 2015 CIMIC ANN


e

UNCES INTENTION TO MAKE $0.75 CASH PER S ARE OFF‐MARKET TAKEOVER OFFER FOR DEVINE


m


n

CIMIC Group Limited (CIMIC), through its wholly own


e

d subsidiary CIMIC Residential

Investments Pty Li

ited (CRI), owns 50.63% of Devine Limited (Devine).


CIMIC today announced that, through CRI, it intends to make a conditional offer to acquire the

  1. % of Devine that it does

    ot already own pursuant to an off market takeover at a price of


    r

    e


    p

    $0.75 per share (Offer), which represents a 31.3% premium to the volume weighted average price of shares in Devine since the company's profit downgrade on 22 October 2015 of $0.571 per sha e.


    As a major shareholder in Devine for more than 8 years, CIMIC has been sup

    ortive of it


    o

    n

    e

    management and board. However the recent profit downgrade and rapid deterioration in

    Devine's performa

    ce have ca

    sed the CIMIC board to conclude that decisiv

    action must be

    taken t

    ensure that the value of Devine is protected for all shareholders.


    AN ATTRACTIVE OFFER


    CIMIC considers th

    a


    N

    t the Offer is attractive to Devine's shareholders. The Offer price of $0.75

    cash per share represents:


    • a 22.5% premium to the volume weighted average price per Devine share over the three

      month period up to 9

      ovember 2015 of $0.612;


    • a 24.0% premium to the Devine share price at closing on and


      9

      November 2015 of $0.605;



      v

      w


      b


      o


      h


      o

    • a 31.3% premium to the volume weighted average price per Devine share in the period

      between the profit do

      ngrade on 22 October 2015 and 9 November 2015 of $0.571.


      In addition to the premium, the Offer ena

      les shareh

      lders to ac

      ieve liquidity for all of their

      shareholding in De

      ine in an orderly manner and without the need to pay brokerage fees.


      N CIMIC'S INTENTIO S


      CIMIC is seeking the support of the Devine board for the Offer. H board is not a condition of the Offer.

      wever, support of the Devine


      n

      CIMIC i


      s

      tends to:


      Reconstitute the Devine board;


    • Conduct a

      trategic re iew of Devine's businesses in order to preserve the value for all

      shareholders; and


    • Appoint a new Chief Executive Officer to lead the new strategy.


      CHANGES ARE NOT DEPENDENT ON AN INCREASED SHAREHOLDING


      CIMIC will pursue the above changes to Devine irrespective of the outcome of the Offer.


      OFFER CONDITIONS


      The Offer will include the following conditions:

    • No material adverse change;


    • Devine continuing to conduct its business in the ordinary course;


    • Devine being in compliance with its existing debt facilities; and


    • Other customary conditions for an off‐market takeover offer. The full set of conditions of the Offer are set out in Appendix 1.

CIMIC has received Foreign Investment Review Board approval for the Offer.


FUNDING


The Offer will be funded using cash on hand and under existing available facilities. The amount of the transaction is not expected to be material to CIMIC.


TIMING


CIMIC expects to lodge with ASIC the Bidder's Statement containing detailed information relevant to the Offer as soon as possible. The Bidder's Statement will be sent to Devine shareholders not less than 14 days after that.


MEDIA CONTACT INVESTOR CONTACT


Ian Brown 0418 466 129

ibrown@firstadvisers.com.au ENDS

Victoria Geddes 02 8011 0351

vgeddes@firstadvisers.com.au

Issued by CIMIC Group Limited ABN 57 004 482 982 www.cimic.com.au


CIMIC Group Limited (ASX: CIM), founded in Australia in 1949, is one of the world's leading international contractors and the world's largest contract miner. CIMIC, previously known as Leighton Holdings, was listed on the Australian Stock Exchange in 1962 and has its head office in Sydney, Australia. CIMIC provides construction, mining, engineering, concessions, and operation and maintenance services to the infrastructure, resources and property markets. It operates in approximately 20 countries throughout the Asia Pacific, the Middle East, Sub‐Saharan Africa and South America and employed approximately 23,000 people as at 30 September 2015.


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  1. OFFER CONDITIONS Appendix 1 Conditions to the Offer


    The Offer and any contract resulting from its acceptance, is subject to the following conditions being fulfilled or waived by CRI.


    1. No material adverse change


      During the Condition Period, no matter, event or circumstance occurs, is announced or becomes known to Devine or CRI (whether or not it becomes public) where that matter, event or circumstance has, has had, or could reasonably be expected to have, individually or when aggregated with all such matters, events or circumstances, a material adverse effect on the assets and liabilities, financial position or performance, profitability or prospects of Devine Group including without limitation a fact, event or circumstance that has, has had, or could reasonably be expected to reduce or adversely affect the net assets of the Devine Group by more than $12.5 million. Except it does not include any event, change, condition, matter or thing which:


      1. was fully, fairly and accurately disclosed by Devine before the Announcement Date in a public filing with the ASX, provided that such disclosure was not misleading or deceptive in any material respect (including omission); or


      2. expressly consented to in writing by CRI for the purposes of this condition.


      3. Non‐existence of certain rights


        No person has any right (whether subject to conditions or not) as a result of CRI acquiring Devine Shares to:


        1. acquire, or require Devine or a subsidiary of Devine to dispose of, or offer to dispose of, any material asset of Devine or a subsidiary of Devine; or


        2. terminate or vary any material agreement with Devine or a subsidiary of Devine.


        3. Loan agreements and debt facilities


          1. No person being entitled, in connection with the announcement of the Offer, the Offer itself, or by the end of the Offer Period, to exercise any rights under any provision of any loan agreement or other debt facility to which Devine (or any member of the Devine Group) is a party, which results, or could reasonably be expected to result, in:


            1. any monies borrowed by Devine (or any member of the Devine Group) being or becoming repayable or being capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or other instrument;


            2. any such agreement or other such instrument being terminated or modified or any action taken or arising thereunder (including the acceleration of the performance of any obligations thereunder);


            3. any assets, shares or business of Devine or any of its subsidiaries being sold, transferred or offered for sale or transfer; or


              Page 3 of 8


            4. the business of Devine or any of its subsidiaries with any other person being adversely affected.


            5. Devine (or any member of the Devine Group) not being, or becoming, in breach of any material provision, covenant or condition under any loan agreement or other debt facility to which Devine (or any member of the Devine Group) is a party.


            6. Conduct of Devine's business


              During the Condition Period, neither Devine nor any member of the Devine Group, without the written consent of CRI:


              1. enters or agrees to enter into any contract of service or varies or agrees to vary any existing contract of service with any director or senior manager, or pays or agrees to pay any retirement benefit or allowance to any director, manager or other employee, or makes or agrees to make any substantial change in the basis or amount of remuneration of any director, manager or other employee (except as required by law or provided under any superannuation, provident or retirement scheme as in effect on the Announcement Date);


              2. declares or distributes any dividend, bonus or other share of its profits or assets;


              3. issues or grants options over, or agrees to issue or grant options over, or otherwise makes any commitments regarding any shares or other securities, or alters its capital structure or the rights attached to any of its shares or other securities, or issues or agrees to issue any convertible notes;


              4. makes any changes in its constitution or passes any special resolution;


              5. gives or agrees to give any Encumbrance over any of its assets otherwise than in the ordinary course of business;


              6. borrows or agrees to borrow any money (except for temporary borrowing from its bankers in the ordinary course of business);


              7. releases, discharges or modifies any substantial obligation to it of any person, firm or corporation or agrees to do so;


              8. has appointed any additional director to its board of directors whether to fill a casual vacancy or otherwise;


              9. has threatened or commenced against it any material claims or proceedings in any court or tribunal (including a petition for winding up or an application for appointment of a receiver or receiver and manager); or


              10. executes a deed of company arrangement or passes any resolution for liquidation, or has appointed or becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or any corresponding legislation.


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