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PEET LIMITED — AGM Information 2013
May 27, 2013
65600_rns_2013-05-27_b311d749-a34c-4399-954f-e8284844814f.pdf
AGM Information
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AUSTRALIAN STOCK EXCHANGE ANNOUNCEMENT
28 May 2013
ASX Market Announcements Australian Stock Exchange 20 Bridge Street SYDNEY NSW 2000
CHAIRMANS ADDRESS TO 2013 CIC AUSTRALIA LIMITED ANNUAL GENERAL MEETING
Ladies and gentlemen
Good morning and welcome to the CIC Australia Limited (CIC) Annual General Meeting. My name is James Service and I am the Chairman of CIC Australia, filling the casual vacancy left by the resignation of Mr Maurice Loomes, announced last week.
By way of background I have an extensive background in all facets of the property sector including investment, development, construction and management. I was pleased and honoured to be nominated as Chairman at what is obviously a critically important time for CIC, its staff, shareholders and of course Peet as the now major shareholder.
As announced last week when Mr Loomes resigned, Mr Philip Tunstall has withdrawn his nomination for re-election to the CIC Australia Board today and will retire after the AGM. We thank both for their very significant contribution to the company.
I also advise shareholders that Mr Don Fox and Mr Anthony (Tony) Carey have also announced they will be stepping down from the CIC Australia Board and, once again, on your behalf I thank them for their long and committed service to CIC. Mr Carey of course continues in his executive capacity as Chief Operating Officer of the company.
Mr John MacKay AM, will be remaining on the Board of CIC Australia, as an Independent Non-Executive Director and Chief Executive Officer Colin Alexander continues as an Executive Director.
Peet has advised CIC that it will be nominating Mr Brendan Gore, Managing Director and Chief Executive Officer of Peet Limited, and Mr Peter Dumas, Chief Investment Officer of Peet Limited, to fill the casual vacancies arising from the resignations from the Board of Mr Fox and Mr Carey.
Ladies and gentlemen, the remarks I make this morning relate directly of course to the status of the Peet Limited takeover offer for all of the shares of CIC Australia Limited, the ramifications of progress to date, and the next steps that may arise in particular circumstances at the close of the offer.
As you may be aware, Peet Limited’s offer for CIC became unconditional last Thursday and, accordingly, control of CIC has passed to Peet. As we meet here today, Peet has achieved an interest totalling 84.4% per cent of CIC’s shares.
The Board and management of CIC, with Peet’s support, intend to maintain the existing business of CIC. The synergies between the two organisations have been well documented and much spoken about.
The Board understands that Peet will undertake a review of CIC’s operations, assets, structure and employees – in conjunction with CIC management and the Board– and we can expect that review to commence shortly.
However, the transfer of control of CIC Australia to Peet Limited does have other implications that the Board consider important to underline and reiterate to shareholders at this meeting.
As has previously been announced to the market by both CIC and Peet, the MultiOption-Facility with St George Bank will now become repayable by 30 September 2013.
As of today, the amount drawn under this facility is $32 million. The expected balance of the loan at 30 September 2013 is approximately $15 million.
CIC does not have – and does not expect to have – this $15 million available to repay to St George. Furthermore, CIC requires access to working capital in order to fund ongoing business activity.
If Peet achieves 90% in acceptances then it will proceed to compulsory acquisition of the remaining CIC shares, and will be in a position to repay the St George facility from its own cash reserves and debt facilities.
So, if Peet achieves more than 90% in acceptances, the facility will be paid without any requirement of minority shareholders to contribute more capital to CIC.
If Peet does not achieve the 90% threshold, CIC management estimates it will require capital of $25-30 million, that it does not currently have. Although there are various options available to CIC, such as obtaining another debt facility or an equity raising, we cannot be certain of what the terms and conditions of such financing may be. Peet has stated that it would expect to participate in any equity raising that may be required, on appropriate terms.
In the event of a CIC equity raising, minority shareholders who have not accepted Peet’s offer will be required to contribute additional capital in order to avoid having their interests in CIC diluted.
I emphasise that shareholders should note that they will be diluted to the extent they do not participate in any equity raising.
Also of significance, Peet has announced that it intends to suspend dividends as part of a prudent strategy to retain capital, to repay debt and for the purposes of reinvesting in the business, going forward. Peet has also stated that it will seek to remove CIC’s listing on the ASX in circumstances where illiquidity and the Listing Rules permit.
Although I think the CIC business has a bright future, I believe strongly that, particularly at this stage of the bid, shareholders should seriously consider acceptance of Peet’s offer, in light of the company's current and ongoing capital requirements.
As I have said, Peet now has an 84.4% interest in CIC.
The offer represents a 9.9% premium to the volume average weighted price of CIC of 55 cents over the six months prior to Peet’s offer. CIC will not be paying a dividend for the foreseeable future and as I indicated earlier CIC will need to raise capital to fund working capital and repay the St George facility which may be via a dilutive equity raising.
In the event Peet does not reach 90% it can be expected that the CIC share price will trade below Peet’s offer price for the foreseeable future and, I remind shareholders, that in that event, Peet has stated its intention to progress arrangements for CIC to be removed from the official list of the ASE.
Ladies and gentlemen, that completes my remarks to you today. I assure you of my commitment as a Director and Chairman of CIC Australia. And I thank you for your time today.