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WORLEY LIMITED — Capital/Financing Update 2018
Oct 23, 2018
66073_rns_2018-10-23_464effc1-6b4c-4566-a58d-3b91c9b8bfc2.pdf
Capital/Financing Update
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Level 15, 141 Walker Street North Sydney NSW 2060 Australia Telephone: +61 2 8923 6866 www.worleyparsons.com WorleyParsons Limited ABN 17 096 090 158
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
24 October 2018
ASX Release
WORLEYPARSONS LIMITED (ASX: WOR)
WorleyParsons successfully completes Institutional Entitlement Offer
WorleyParsons Limited (“WorleyParsons”) (ASX:WOR) is pleased to announce the successful completion of the institutional component (“Institutional Entitlement Offer”) of its 1 for 1.47 accelerated non-renounceable pro-rata entitlement offer (“Entitlement Offer”) announced on Monday, 22 October 2018. The Entitlement Offer is being undertaken to part fund the acquisition of Jacobs Engineering Group Inc.’s Energy, Chemicals and Resources division (“Jacobs ECR”).
The Institutional Entitlement Offer (“Offer”) raised the full amount being approximately $1.8 billion at $15.56 per share (“Offer Price”). The Offer was well supported by eligible institutional shareholders, with a take-up rate of 90% (excluding the entitlements of John Grill and Dar Group) and of 82% including all eligible institutional shareholder entitlements. The institutional shortfall bookbuild was heavily oversubscribed from both existing WorleyParsons shareholders and other institutional investors.
New shares issued under the Institutional Entitlement Offer will rank equally in all respects with existing shares. The New Shares issued under the Institutional Entitlement Offer are expected to be allotted on Wednesday 31 October 2018. Trading will commence on a normal settlement basis on the Australian Securities Exchange (“ASX”) on the same day.
WorleyParsons CEO Andrew Wood said “We are pleased by the strong support that our institutional shareholders have shown for the offer and for WorleyParsons’ acquisition of Jacobs ECR. The acquisition is a transformational step for WorleyParsons, creating the pre-eminent global player across our key focus sectors. We believe that the strong investor response is an endorsement for the transaction’s compelling strategic rationale.”
Commencement of the Retail Entitlement Offer
The retail component of the Entitlement Offer, which has been fully underwritten, will raise approximately a further $1.1 billion (“Retail Entitlement Offer”).
The Retail Entitlement Offer will open on Monday 29 October 2018, and close at 5.00pm (AEDT) on Wednesday 7 November 2018.
Eligible retail shareholders on the Record Date of 7.00pm (AEDT) on Wednesday 24 October 2018 have the opportunity to invest at the Offer Price. The terms and conditions under which eligible retail shareholders may apply are outlined in the Retail Entitlement Offer Booklet, which will be despatched to eligible retail shareholders on Monday 29 October 2018. Copies of the retail offer booklet will be available on the ASX website from Monday 29 October 2018.
Shareholders with a registered address outside Australia and New Zealand on the Record Date will be ineligible to participate in the Retail Entitlement Offer, other than persons that WorleyParsons has (with the prior written agreement of the Joint Lead Managers in their discretion) determined in its discretion are Eligible Retail Shareholders.
WorleyParsons expects its trading halt to be lifted and WorleyParsons shares to recommence trading from market open today.
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Key dates for the Entitlement Offer
| Event | Date |
|---|---|
| Trading halt lifted / results of Institutional Entitlement Offer announced | Wednesday, 24 October 2018 |
| Shares recommence trading | Wednesday, 24 October 2018 |
| Entitlement Offer record date | 7:00pm Wednesday, 24 October 2018 |
| Retail offer booklet despatched and Retail Entitlement Offer opens | Monday, 29 October 2018 |
| Settlement of New Shares issued under the Institutional Entitlement Offer | Tuesday, 30 October 2018 |
| Issue and commencement of trading of New Shares under the Institutional | Wednesday, 31 October 2018 |
| Entitlement Offer | |
| Retail Entitlement Offer closes | 5pm Wednesday, 7 November 2018 |
| Announcement of results of Retail Entitlement Offer | Monday, 12 November 2018 |
| Settlement of New Shares issued under the Retail Entitlement Offer | Wednesday, 14 November 2018 |
| Issue of New Shares under the Retail Entitlement Offer | Thursday, 15 November 2018 |
| Commencement of trading of New Shares issued under the Retail Entitlement | Friday, 16 November 2018 |
| Offer |
Retail Investor Enquiries
For further information in regard to the Retail Entitlement Offer, please contact the WorleyParsons Offer Information Line on 1300 113 257 (within Australia) or +61 3 9415 4067 (outside Australia) between 8.30am and 5.00pm (AEDT) Monday to Friday. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.
For further information, please contact: For media enquiries, please contact: Mark Trueman Mark Gell Group Director Planning & Investor Relations Partner – Reputation Edge Ph: +61 2 8456 7256 Ph: + 61 419 440 533 www.worleyparsons.com [email protected] [email protected]
About WorleyParsons: WorleyParsons delivers projects, provides expertise in engineering, procurement and construction and offers a wide range of consulting and advisory services. We cover the full lifecycle, from creating new assets to sustaining and enhancing operating assets, in the hydrocarbons, mineral, metals, chemicals and infrastructure sectors. Our resources and energy are focused on responding to and meeting the needs of our customers over the long term and thereby creating value for our shareholders. WorleyParsons is listed on the Australian Securities Exchange [ASX:WOR] Follow us on Facebook, Twitter, LinkedIn and YouTube.
IMPORTANT NOTICE AND DISCLAIMER
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer or solicitation would be illegal. Neither the Entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may
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not be exercised or taken up by, and the New Shares may not be offered or sold, directly or indirectly, to, persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities law of any state or other jurisdiction of the United States.
This announcement may not be released or distributed in the United States.
Nothing contained in this document shall form the basis of any contract or commitment, or constitute investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the information.
This announcement contains “forward-looking statements”. Those statements are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties outside the control of WorleyParsons.
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