Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ELDERS LIMITED Capital/Financing Update 2008

Aug 31, 2008

64835_rns_2008-08-31_70cca01a-b8aa-42c1-8c62-1de2bc8bcc9b.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [135 x 56] intentionally omitted <==

1 September 2008

Company Announcements Office Australian Securities Exchange Limited

EXIT OF FUTURIS AS CONTROLLING SHAREHOLDER – SELECTIVE BUYBACK OF ITS RESIDUAL HOLDING

Amcom has reached agreement with its major shareholder Futuris Corporation Limited (“Futuris”) on the terms of a transaction through which Futuris will exit from its investment in Amcom.

The transaction comprises a selldown by Futuris of 170 million shares to institutional investors and management, and a selective buyback and cancellation by Amcom of the remaining 99.2 million shares beneficially held by Futuris for an average price of 18 cents per share, equating to a total value of approximately $48.5 million.

The institutional selldown was successfully completed this morning at 17 cents per share.

Amcom has agreed to buy back and cancel the remaining 99.2 million shares beneficially held by Futuris for $19.6 million or 19.7 cents per share, subject only to shareholder approval (excluding votes cast by Futuris and shareholders associated with Futuris). Amcom will fund the buyback by an increase in its existing debt facilities. Under the terms of the buyback agreement between Amcom and Futuris, payment of $7.0 million of the $19.6 million of the buyback consideration will be deferred until 31 January 2009.

Tony Grist, Chairman of Amcom welcomed Futuris’ contribution to Amcom, saying “Amcom’s relationship with Futuris, and in particular, the services of Mr Wozniczka, have been extremely valuable over the last five years, supporting our growth from revenues of $20 million in FY04 to $44 million in FY08. However, with Futuris now wishing to re-focus on its core activities, this transaction removes uncertainty around the ownership of Amcom.

The transaction is an excellent outcome for Amcom shareholders. Amcom is buying back its shares at an EV/EBIT multiple of 5.2x[1] which is below the median trading multiple of our peer group of companies. Further, the buyback is EPS accretive on a pro forma basis and the transaction has introduced several new strategic investors to Amcom. We now have greater flexibility to pursue future EPS accretive transactions.”

The independent Amcom directors unanimously support the transaction and recommend that shareholders vote in favour of the proposed buyback, subject to no material adverse change occurring. Each director has stated their intention to vote their shareholding in favour of the buyback resolutions. Collectively, shares controlled by the directors represent 4.2% of total Amcom shares currently on issue.

Amcom has also received notice from one of its larger shareholders, Wyllie Group Pty Ltd, who holds 54.4 million shares or approximately 10% of total Amcom shares[2] , stating that it is supportive of the selective share buyback and intends to vote in favour of the proposed buyback in the absence of a material change in Amcom or market conditions.

1 Based on Amcom’s earnings guidance for FY09 and the closing price for iiNet shares as at 22 August 2008; before transaction costs

2 Following participation in the selldown

==> picture [135 x 56] intentionally omitted <==

Amcom has engaged an independent expert to assess the selective buyback in accordance with the requirements of the Corporations Act and ASX Listing Rules. The expert has concluded that the transaction is fair and reasonable to Amcom shareholders other than Futuris.

An executive summary of the independent expert’s report is attached. The full independent expert’s report will be included in the notice of meeting seeking approval to the selective share buyback, which is to be sent to shareholders in the coming weeks.

Following completion of the proposed buyback, Les Wozniczka will resign from the board. The Amcom directors intend to appoint a suitably qualified director to replace Mr Wozniczka in due course.

Clive Stein, Managing Director of Amcom re-iterated his thanks for Futuris support and added, “This transaction enables us to drive the business forward with confidence. Perth and Adelaide are in excellent shape as highlighted in our recent FY08 results. We are now positioning the business for geographic expansion on the east coast and already have access to fibre in Melbourne, Sydney and Brisbane. We are on track to deliver a minimum of 25% EBIT growth in FY09.”

Futuris has the right to terminate the proposed selective buyback in certain circumstances, including where a superior proposal (compared to the proposed buyback) emerges to acquire all of Amcom. The parties have agreed to customary deal protection arrangements (including reciprocal break fees) as part of the proposed transaction.

Further information about the proposed buyback will be sent to shareholders in the coming weeks. The shareholder meeting to consider the buyback is expected to be convened for mid-late October.

The selldown has been managed by Euroz Securities Limited and Albion Capital Partners, a firm associated with the Chairman. Amcom is being advised on the transaction by Grant Samuel Corporate Finance.

For further comment and information:

Tony Grist John Phaceas Chairman Porter Novelli Tel (08) 9327 8927 Tel (08) 9386 1233 0411 449 621 [email protected]

==> picture [135 x 56] intentionally omitted <==

About Amcom

Amcom Telecommunications Limited is an ASX listed company providing telecommunications services to corporate, government, SME, retail and other telcos.

Amcom operates as two complementary divisions. The Fibre division provides high speed data links to clients through its own extensive fibre network covering the CBD and greater metropolitan areas of Perth, Adelaide and Darwin. Amcom also provides data centre and voice services to its business clients.

The Amnet division provides a comprehensive range of communications products focussed principally on Broadband services.

Amcom has established infrastructure, proven technology and a customer focussed product suite aimed at delivering sustainable equity returns.

Appendix – Summary of Independent Expert’s Report

Stantons International Securities Pty Ltd (“Stantons”) has been engaged by Amcom to prepare an Independent Expert’s Report (“Report”) stating whether, in Stantons’ opinion, the proposed buyback is fair and reasonable to the Amcom shareholders not associated with Futuris.

The Report has been prepared in accordance with s257 of the Corporations Act and ASX Listing Rule 10.1.

The Report concludes that:

  • the proposed buyback is fair and reasonable to the shareholders not associated with Futuris; and

  • the fair value of Amcom is in excess of 20 cents per share.

The Report also notes that:

  • the exit of Futuris removes a perceived overhang in Amcom stock; and

  • new investors may be encouraged to invest in Amcom following the transaction which may lead to an increased share price;

  • the buyback is EPS accretive;

  • although not at a discount to trading prices over the last two months, the buyback price is at a discount to the range of values placed on Amcom by the three stockbrokers covering the stock;

  • the additional debt and interest expense to be incurred represent an increased risk for the company, although stockbroker forecasts indicate that the debt could be adequately serviced by the company; and

  • the estimated net asset backing of the company is not materially altered as a result of the buyback.