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ALS LIMITED — Capital/Financing Update 2009
Sep 30, 2009
64365_rns_2009-09-30_10369952-19b9-413e-9594-c35903bb4c2d.pdf
Capital/Financing Update
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ASX RELEASE
1 October 2009
Campbell Brothers Limited announces a A$196.6 million fully underwritten Rights Issue and proposal to make an all cash offer for PearlStreet Limited
Campbell Brothers Limited (ASX Code: CPB) has today launched a fully underwritten 1 for 6 renounceable rights issue to raise approximately A$196.6 million.
The issue price under the Rights Issue is A$22.00 per share; a 25.7% discount to the last closing price of Campbell Brothers shares on 30 September 2009 and a 22.8% discount to the Theoretical Ex-Rights Price. The Rights Issue is fully underwritten by J.P. Morgan Australia Limited and RBS Morgans Corporate Limited.
The proceeds from the Rights Issue will provide Campbell Brothers with the balance sheet flexibility to take advantage of strategic opportunities. Potential opportunities continue to be identified and Campbell Brothers are currently analysing these opportunities.
Campbell Brothers also announced today that its wholly owned subsidiary, Australian Laboratory Services Pty Ltd, proposes to make a cash offer for all of the issued capital in PearlStreet Limited (ASX Code: PST).
FY10 Guidance Updated
Campbell Brothers today updated its first half FY10 NPAT guidance to approximately A$38 million in line with previous guidance of A$35 – A$40 million, with Managing Director Greg Kilmister commenting:
“Our customers‟ activity levels are showing clear signs of stabilisation and improvement, which bodes well for volume throughput in our laboratories.”
Proposed offer for PearlStreet
Campbell Brothers proposes to offer PearlStreet shareholders cash consideration of 56 cents per share. The proposed offer for PearlStreet implies total consideration of approximately A$86.7 million, comprising A$42.1 million for equity[1] and A$44.6 million for net debt as at 30 June 2009.
Perth-based PearlStreet is the largest Non Destructive Testing (NDT) services provider in Australia. It provides testing, inspection and asset care services to the energy, resources and infrastructure sectors. PearlStreet has over 500 employees across Australia, including engineers, scientists and technicians.
The proposed offer will be subject to limited conditions, including a Board recommendation and a minimum 90% acceptance condition. Importantly, the proposed offer will not be subject to any finance or due diligence condition.
J.P. Morgan Australia Limited is acting as sole financial advisor and Minter Ellison is acting as sole legal advisor to Campbell Brothers on the proposed offer for PearlStreet.
Please refer to Campbell Brothers‟ announcement of its proposal to make an offer for PearlStreet released to the ASX on 1 October 2009 for further information in relation to the offer and conditions.
1 Based on consideration under the Proposed Offer of 56 cents per share and PearlStreet ordinary shares on issue as at 30 September 2009. Note that PearlStreet also has 18.8 million options with a strike price of 36 cents per share exercisable on or before 30 November 2009.
Level 2, 299 Coronation Drive PO Box 2191 Milton Queensland 4064 Australia Telephone +61 7 3367 7900 Facsimile + 61 7 3367 8156 www.campbell.com.au
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Rights Issue
The Rights Issue will give existing Campbell Brothers shareholders the opportunity to acquire 1 new Campbell Brothers share for every 6 existing Campbell Brothers shares at the issue price of A$22.00 per New Share.
The Rights Issue is renounceable, which means that rights may be traded on the ASX or otherwise transferred if shareholders do not wish to take up some or all of the New Shares to which they are entitled. Shareholders who take up their full entitlement will be able to apply for additional New Shares at the same issue price, being A$22.00 per share.[2]
New Shares issued under the Rights Issue will rank equally with existing ordinary shares on issue and will be entitled to Campbell Brothers‟ FY10 interim dividend.
Post the Rights Issue, Campbell Brothers‟ gearing will reduce from 34% to below 20% (including the proposed acquisition of PearlStreet and before any other bolt-on acquisitions) or below 10% (excluding any acquisitions). This provides Campbell Brothers with the financial flexibility to pursue further strategic opportunities.
Further details regarding the timetable for the Rights Issue are included in the Annexure to this announcement.
The Rights Issue is fully underwritten by J.P. Morgan Australia Limited and RBS Morgans Corporate Limited and Minter Ellison is acting as sole legal advisor on the Rights Issue.
Shareholder enquiries
For further information:
Greg Kilmister, Managing Director, Campbell Brothers Limited, +61 7 3367 7900
2 Additional shares will be subject to availability. Applications for additional shares may be scaled at the sole discretion of the Directors of Campbell Brothers
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Annexure A
Rights Issue Timetable
| Event | Date |
|---|---|
| Announcement date | 1 October 2009 |
| 708AA cleansing notice, offer document, shareholderpresentation and Appendix 3B lodged with the ASX | 1 October 2009 |
| Rights begin trading and shares quoted as „ex-rights‟ | 6 October 2009 |
| Record Date | 6.00pm, 12 October 2009 |
| Rights trading ends | 26 October 2009 |
| Deferred settlement trading | 27 October 2009 |
| Offer closes | 5.00pm, 2 November 2009 |
| ASX notified of under-subscriptions | No later than 6 November 2009 |
| Despatch date (deferred settlement trading ends) | No later than 11 November 2009 |
| Normal trading commences | 12 November 2009 |
Dates and times are indicative only and subject to change without notice. All times and dates refer to AEST time.