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CIVMEC LIMITED — Capital/Financing Update 2024
Sep 3, 2024
64729_rns_2024-09-03_2427bf7a-f822-4f0a-8c7c-268b438e4036.pdf
Capital/Financing Update
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Market Announcement
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4 September 2024
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Civmec Australia Limited (to be renamed Civmec Limited) (ASX: CVL) – Admission and Quotation
Description
Civmec Limited (‘CVL’) was admitted to the Official List of ASX on Wednesday, 20 June 2018.
On 27 October 2023, Civmec Limited announced its intention to re-domicile from Singapore to Australia. It proposes to do this by way of a scheme of arrangement under Singaporean law (‘Scheme’). Under the Scheme, by order of a Singaporean Court (‘Court’), Civmec Australia Limited (‘NewCo’), a newly incorporated entity in Australia, will acquired 100% of the issued share capital in Civmec Limited, and NewCo will become the new holding company of CVL and each of its wholly owned subsidiaries.
Existing CVL Chess Depository Interest (CDI) holders (except for any ineligible foreign holders), at the Scheme record date, will be entitled to one NewCo share for each CDI in CVL they hold (i.e. on a 1:1 basis). Each fully paid ordinary NewCo share confers a beneficial interest in 1 CVL CDI. Further details are set out in the Scheme Circular dated 10 July 2024.
On 29 August 2024, CVL announced that the Singaporean Court grated the order for the approval of the Scheme and that the expected effective date of the Scheme was 4 September 2024.
On 4 September 2024, CVL confirmed that the conditions of the Scheme have been satisfied.
NewCo will be admitted to the official list of ASX on Thursday, 5 September 2024.
It is anticipated that the NewCo shares representing CVL CDI’s at ratio of 1:1 (i.e. 1 CDI confers a beneficial interest in one fully paid ordinary NewCo share) will commence quotation at approximately 10:00 am (AEST) on Thursday, 5 September 2024 on a deferred settlement basis under the temporary code CVLDA. An indicative timetable is included on the final page of this announcement.
No funds were raised by NewCo in conjunction with its listing on ASX.
Quotation information
| unds were | raised by NewCo in conjunction with its listing on ASX. | raised by NewCo in conjunction with its listing on ASX. | raised by NewCo in conjunction with its listing on ASX. | raised by NewCo in conjunction with its listing on ASX. | raised by NewCo in conjunction with its listing on ASX. | raised by NewCo in conjunction with its listing on ASX. | raised by NewCo in conjunction with its listing on ASX. | raised by NewCo in conjunction with its listing on ASX. | |
|---|---|---|---|---|---|---|---|---|---|
| tation inf | ormation | ||||||||
| Qu | oted secur | ities | Fully | paid ordinary | shares: 5 | 07,591, | 000 (indicative and | subject to change | ) |
| AS | X code | Fully | paid ordinary | shares: C | VLDA | ||||
| Tim | e | 10:00 | :00 am +/- 15 | secs (AE | ST) | ||||
| Da | te | Thurs | day, 5 Septem | ber 202 | 4 | ||||
| AS | X trade ab | breviatio | nCIVM | EC | |||||
| ISI | N | FullyCVLD | paid ordinaryA during defer | shares: Ired settl | SIN AU0ement t | 000349441 underrading. | the temporary cod | e | |
| Registered officeCivmec Australia Limited (to be renamed Civmec Limited) (i.e. NewCo)Address: 16 Nautical Drive, Henderson, Western Australia, Australia 6166Phone: +61 8 9437 6288Email: [email protected] | |||||||||
| gistered of | fice | CivmAddr | ec Australia Liess: 16 Nautic | mited (toal Drive, | be renaHenders | med Civmec Limiton, Western Austr | ed) (i.e. NewCo)alia, Australia 616 | ||
| PhonEmail | e: +61 8 9437:investor@civ | 6288mec.co | m.au | ||||||
| Company secretaryBojan Cica |
4 September 2024 ASX Limited
Market Announcement 1/3 ASX Customer Service Centre 131 279 | asx.com.au
#10786350v1
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| Share Registry | Computershare Limited (Australian NewCo Shares Register) |
|---|---|
| Address: Level 17, 221 St Georges Terrace, Perth WA 6000 | |
| Phone: 1300 731 056 | |
| Email: [email protected] | |
| Tricor Barbinder Share Registration Services (Singapore SGX Share Register) | |
| Address: 9 Raffles Place, #26-01 Republic Plaza, Singapore 048619 | |
| Phone: +65 6236 3550/3555 | |
| Email: [email protected] | |
| Balance date | 30 June |
| CHESS | Participating. CHESS and Issuer Sponsored. |
| Place of incorporation | Australia |
| Dividend policy | See section 3.18 of the Scheme Circular |
| Activities | Civmec Limited is an Australian-based integrated, multi-disciplinary |
| construction and engineering services provider to the energy, resources, | |
| infrastructure and marine & defence sectors, and the Group’s core | |
| capabilities include heavy engineering, shipbuilding, modularisation, SMP | |
| (structural, mechanical, piping), EIC (electrical, instrumentation and | |
| control), precast concrete, site civil works, industrial insulation, | |
| maintenance, surface treatment, refractory and access solutions. | |
| NewCo will continue Civmec Limited’s activities as described above. | |
| Lead manager | n/a |
| Underwriter | n/a |
| ASX restricted securities | n/a |
| Other securities not quoted | 5,289,000 performance rights with various vesting conditions and expiry |
| dates |
The following timetable is expected to apply:
| The following timetable is expected to apply: | The following timetable is expected to apply: | The following timetable is expected to apply: | The following timetable is expected to apply: | The following timetable is expected to apply: | The following timetable is expected to apply: | The following timetable is expected to apply: |
|---|---|---|---|---|---|---|
| DateEvent | ||||||
| Thursday, 5 September 2024Commencement of trading of NewCo securities on a deferredsettlement basis at 10:00:00 am +/- 15 secs (AEST) (ASX: CVLDA) | ||||||
| Tu | esday, 10 Sep | tember 2024ImplementaEligible CDI | tion Date andholders receiv | last day for deferred settlement tradinge NewCo securities | ||
| We | dnesday, 11 | September 2024 | First day of t | rading on a n | ormal (T+2) basis of NewCo shares tradi | ng |
| under ASX: | CVL | |||||
| Fri | et trades conducted on a deferredsettlement of trades conducted on a T+ | 2 | ||||
| day, 13 Septe | mber 2024 | Settlementsettlement bbasis | of all on-markasis and first | |||
Market Announcement 2/3
4 September 2024
#10786350v1
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What do I need to do and by when?
For further details, please refer to CVL’s announcements, the Information Memorandum and the Scheme Circular.
Need more information?
For further information, please call Computershare (Australian NewCo share register) on 1300 731 056 (within Australia) or +61 3 9415 5361 (outside Australia).
Disclaimer
Please refer to the following disclaimer.
Issued by
ASX Compliance
Market Announcement 3/3
4 September 2024
#10786350v1