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CSL Ltd. — Capital/Financing Update 2021
Dec 15, 2021
17854_rns_2021-12-15_22f921f1-7d60-470f-aef9-3ea3c3ce2cf3.pdf
Capital/Financing Update
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For Immediate Release
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
16 December 2021
CSL SUCCESSFULLY COMPLETES A$6.3 BILLION INSTITUTIONAL PLACEMENT
CSL Limited (ASX:CSL; USOTC:CSLLY) (“CSL”) is pleased to announce the successful completion of its A$6.3 billion (US$4.5 billion)[1] institutional placement announced on Tuesday, 14 December 2021 (“Placement”). Proceeds raised under the Placement will contribute to funding CSL’s acquisition of Vifor Pharma Ltd. (“Vifor Pharma”).
The Placement received strong support from existing shareholders and new investors. The Placement price was determined via a bookbuild process and ultimately priced at A$273.00 per share (“Placement Price”), representing an approximately 8.2% discount to CSL’s closing price of A$297.27 on Monday, 13 December 2021.
CSL’s Chief Executive Officer and Managing Director, Mr Paul Perreault said “We appreciate the support we received from the investment community, including existing and new shareholders, for what is the largest ever primary equity raise in Australia. We are now pleased to launch our share purchase plan for eligible shareholders on Tuesday, 21 December 2021, and we look forward to delivering on the exciting growth opportunities underpinning the acquisition of Vifor Pharma.”
CSL will issue approximately 23.1 million new shares under the Placement (“Placement Shares”) which will rank equally with existing CSL ordinary shares at their issue date. This represents approximately 5% of the number of CSL shares currently on issue.
Eligible institutional shareholders who bid at the final Placement Price for an amount less than or equal to their pro rata share of Placement Shares were allocated their full bid, on a best endeavours basis[2] .
For the remaining shares under the Placement, CSL sought to prioritise allocations to existing shareholders.
1 Based on the USD:AUD exchange rate of 1.406 as of 13 December 2021.
2 For this purpose, an eligible institutional shareholder’s ‘pro rata’ share of Placement Shares has been estimated by reference to CSL’s beneficial register on Monday, 13 December 2021, but without undertaking any reconciliation processes and ignoring shares that may be issued under the SPP. Unlike in a rights issue, this may not truly reflect the participating shareholder’s actual ‘pro rata’ share of Placement Shares. Nothing in this announcement gives a shareholder a right or entitlement to participate in the Placement and CSL has no obligation to reconcile assumed holdings (e.g. for recent trading or swap positions) when determining a shareholder’s ‘pro rata’ share of Placement Shares. Institutional shareholders who do not reside in Australia or other eligible jurisdictions will not be able to participate in the Placement – see “Appendix D – International Offer Restrictions” in the investor presentation for the eligible jurisdictions and relevant selling restrictions. CSL and the Joint Lead Managers disclaim any duty or liability (including for negligence) in respect of the determination of a shareholder’s ‘pro rata’share of Placement shares.
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For Immediate Release
Eligible professional and sophisticated shareholders[3] who participated in the Placement via their broker were prioritised.
The trading halt is expected to be lifted prior to market open today and settlement of the Placement is expected on Monday, 20 December 2021.
In addition to the Placement, CSL shareholders with a registered address in Australia or New Zealand on CSL’s share register at 7:00pm (AEDT) on Monday, 13 December 2021 that are not in the United States (“Eligible Shareholders”) will have the opportunity to participate in a non-underwritten SPP, targeting to raise up to A$750 million (US$534 million).
Under the SPP, Eligible Shareholders will have the opportunity to apply for up to A$30,000 of new shares without incurring broker or transaction costs.
The issue price of the new shares under the SPP (“SPP Shares”) will be the lower of:
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the Placement Price; and
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a 2.0% discount to the 5-day volume weighted average price (“VWAP”) of CSL shares up to and including the closing date of the SPP (currently scheduled for 7 February 2022), rounded to the nearest cent.
Full details of the SPP will be set out in the SPP offer booklet, which is expected to be released to the ASX and made available to Eligible Shareholders on Tuesday, 21 December 2021.
Authorised by Fiona Mead
Company Secretary.
FURTHER INFORMATION
For further information, please contact:
Investors: Mark Dehring Bernard Ronchi VP Investor Relations Investor Relations P: +61 3 9389 3407 P: +61 3 9389 3470 E: [email protected] E: [email protected]
Stephen McKeon Investor Relations P: +61 3 9389 6798 E: [email protected]
3 Either “professional investors” or “sophisticated investors” within the meaning of sections 708(11) and 708(8) of the Corporations Act 2001 (Cth) (“Corporations Act”) and “wholesale clients” under section 761G of the Corporations Act.
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For Immediate Release
Media:
Australia / Asia Pacific Citadel Magnus Catherine Strong P: +61 406 759 268 E: [email protected] or [email protected]
IMPORTANT NOTICE AND DISCLAIMER
This announcement is not financial product or investment advice, a recommendation to acquire securities or accounting, legal or tax advice. It does not constitute an invitation or offer to apply for securities. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek legal and taxation advice appropriate for their jurisdiction. CSL is not licensed to provide financial product advice in respect of an investment in securities.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any jurisdiction in which such an offer would be illegal. The new shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new shares to be offered and sold in the Placement may not be offered or sold in the United States unless they are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States. The new shares to be offered and sold in the SPP may not be offered or sold in the United States.
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