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SRG GLOBAL LIMITED — Capital/Financing Update 2012
Sep 2, 2012
65852_rns_2012-09-02_49d219bf-5d54-4478-b476-c6bea0d6f448.pdf
Capital/Financing Update
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ASX MEDIA ANNOUNCEMENT
3 September 2012
GCS ANNOUNCES APPROXIMATELY $32.1m CAPITAL RAISING
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Approximately $20m to be applied to reduce debt.
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Allows GCS Group scope to continue its growth trajectory
Construction services group Global Construction Services Limited (ASX: GCS,“GCS Group” or the “Company”) today announces it will undertake a capital raising of approximately $32.1 million for new GCS Group ordinary shares (“New Share”) at an offer price of $0.85 per New Share (“Offer Price”) to existing and new shareholders (the “Offer”) consisting of a:
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Approximately $14.7 million placement to institutional and sophisticated investors (“Institutional Placement”);
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3-for-17 Accelerated Non-Renounceable Entitlement Issue to institutional and sophisticated investors of approximately $13.8 million (“Institutional Entitlement Offer”), together with an institutional shortfall bookbuild; and
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3-for-17 Non-Renounceable Entitlement Issue to retail shareholders (“Retail Entitlement Offer”) to raise approximately $3.7 million
Bell Potter Securities Limited has been appointed Lead Manager of the Offer and will underwrite the Retail Entitlement Offer subject to the successful completion of the Institutional Placement and Entitlement Offer and market standard termination events. Argonaut Securities has been appointed Co Manager to the Institutional component of the Offer.
New Shares issued under the Offer will rank equally with existing GCS shares.
Rationale for Capital Raising
GCS Group’s debt has increased over the past 12 months to fund growth, primarily through the acquisition of a significant pool of hire assets in the Site Accommodation and General Plant Hire divisions in Western Australia’s Northwest, acquiring new operating sites in the Northwest and funding commitments to the SmartScaff joint venture operations on Australia’s East Coast.
The capital raising funds will be used as follows:
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Approximately $20m to reduce GCS’ net debt, allowing scope for continued growth across its businesses and improving GCS’ leverage metrics; and
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Provide additional working capital
If the offer is fully subscribed, following the capital raising, GCS’ Pro Forma Net Debt to Equity would decline to 41.8% and Pro Forma Net Debt to EBITDA would fall to 1.47 times.
GCS Group Managing Director Enzo Gullotti said “This capital raising will strengthen the Group’s growth platform by enabling GCS Group to meet the demand it is experiencing for its products and services whilst reducing the overall leverage of the Company and providing the headroom to continue to enhance value. GCS Group has undertaken a significant capital investment and expansion program over the last two years to ensure we capture the benefits of
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the significant investment pipeline in the Commercial, Resources, Industrial and Energy sectors.”
Institutional Entitlement Offer
Eligible institutional shareholders will be invited to participate in the Institutional Entitlement Offer which will take place from Monday, 3 September 2012 to Tuesday, 4 September 2012.
New Shares taken up under the Institutional Entitlement Offer and the institutional shortfall bookbuild are expected to settle on Tuesday, 11 September 2012 and commence trading on Wednesday, 12 September 2012.
Retail Entitlement Offer
Eligible retail shareholders will be invited to participate in the Retail Entitlement Offer at the same Offer Price and offer ratio as the Institutional Entitlement Offer. The Retail Entitlement Offer will open on Tuesday, 11 September 2012 and close at 5:00pm (Sydney time) on Tuesday, 25 September 2012.
The Entitlements under the Retail Entitlement Offer may only be exercised by eligible retail shareholders, being persons who are registered holders of GCS Group ordinary shares at 7:00pm (Sydney time) on Thursday, 6 September 2012 and have a registered address in Australia or New Zealand.
Key dates of the Entitlement Offer are provided at the end of this announcement.
Guidance
The Board believes GCS is well placed to capture significant service revenue from the $267 billion in committed projects now being developed in the region, onshore and offshore.
GCS expects NPAT to increase approximately 20% in FY13. This guidance is based on:
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Commercial Division winning key contracts that are currently being tendered for;
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Continued growth in the Resources and Industrial Division driven by the expanded Plant Hire divisions in the Pilbara and Mid-West regions of Western Australia, the ongoing demand for portable site accommodation and the increased deployment of GCS Group’s significant pool of labour on the pipeline of projects.
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Expectations of continued soft demand in the Residential Division. Capital Expenditure for FY13 is projected to be approximately $35 million, primarily in the Site Accommodation and General Plant Hire divisions and some additional scaffolding for the pipeline of projects.
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Entitlement Offer Timetable
| Event | Date |
|---|---|
| Trading halt, Institutional Placement and InstitutionalEntitlement Offer opens | Monday 3 September, 2012 |
| Institutional shortfall and Institutional Placementbookbuild closes | Tuesday 4 September, 2012 |
| GCS Group shares recommence trading on ASX | Wednesday 5 September, 2012 |
| Record date for eligibility in the Retail Entitlement Offer | 7:00pm Thursday 6 September, 2012 |
| Retail Offer Booklet to be dispatched to eligible retailshareholders | Tuesday 11 September, 2012 |
| Retail Entitlement Offer opens | Tuesday 11 September, 2012 |
| Settlement and allotment of New Shares under | |
| Institutional Entitlement Offer and Institutional | Tuesday 11 September, 2012 |
| Placement | |
| Trading of New Shares issued under InstitutionalEntitlement Offer and Institutional Placement | Wednesday 12 September, 2012 |
| Retail Entitlement Offer closes | 5:00pm Tuesday 25 September, 2012 |
| Settlement of Retail Entitlement Offer | Tuesday 2 October, 2012 |
| Allotment of New Shares under Retail Entitlement Offer | Wednesday 3 October, 2012 |
| Trading of New Share issued under the RetailEntitlement Offer | Wednesday 3 October, 2012 |
Note: The above timetable is indicative only and subject to change All times referred are Sydney times. The Company reserves the right, subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules, to amend the indicative timetable set out above or to withdraw the Offer at any time.
-ENDS-
About GCS Group
GCS Group (ASX: GCS) is an Australian construction and maintenance services company that offers a diverse range of integrated products, services and solutions covering the Infrastructure; Energy; Oil and Gas; Resources and Industrial; Commercial; and Residential sectors.
GCS Group’s strategy for growth is to continue to capitalise on opportunities in the sectors it currently services, explore new markets and products, diversify into related industry sectors and acquire selected new businesses that create value for shareholders.
Further Information contact:
Mr Enzo Gullotti Group, Managing Director
Ph: +61 8 9479 7990 Or visit : http://www.gcs-group.com.au