Fletcher Building Limited (“Fletcher Building”) today announced a variation to the terms of the Top-Up Offer announced on 1 April, with a view to providing enhanced certainty to those investors eligible to participate in the Top-Up Offer. Since the date of the placement, changes to NZSX Listing Rules have afforded more flexibility, and accordingly Fletcher Building is now in a position to amend the terms of the Top-Up Offer for the benefit of eligible investors.
As originally proposed, participation in the Top-Up Offer was conditional upon the Share Purchase Plan (“SPP”) not being fully subscribed. This meant that if applications under the SPP exceeded the maximum limit of $100 million, there would not be any shortfall of shares available for issue to those shareholders who applied under the Top-Up Offer.
To provide certainty to eligible investors, Fletcher Building is varying the terms of the Top-Up Offer so that it is no longer conditional upon there being a shortfall under the SPP. The effect of this variation is that even if applications under the SPP exceed the maximum limit of $100 million, shares will still be issued to eligible applicants under the Top-Up Offer, up to the maximum value of $20 million. With this variation, the maximum amount of new equity that Fletcher Building can potentially raise under the SPP and Top-Up Offer will be $120 million, compared with $100 million prior to this variation. The underwritten SPP amount of $60 million remains unchanged.
This increase has been enabled by the recent changes to the NZSX Listing Rules that now permit 20 percent of a company’s issued capital to be placed in any 12 month period, versus 15 percent previously. As a result, the ability of Fletcher Building to issue shares under the Top-Up Offer is no longer dependent on a shortfall arising under the SPP.
If the aggregate amount of applications under the Top-Up Offer exceeds $20 million, then a scaleback will be undertaken on a pro-rata basis.
The closing date of 5 May 2009 for both the SPP and Top-Up Offer remains unchanged.
If you have any questions or require any further information in respect of the Top-Up Offer, please call the Top-Up Offer Information Line on 0800 220 010.
For further information contact:
Investor and Media Relations
Ph: +64 9 525 9043
Mob: +64 27 444 0203
- This announcement has been prepared for publication in New Zealand and Australia and may not be released in the United States. This announcement does not constitute an offer of securities for sale in the United States or to “U.S. persons” (as defined in Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be released or distributed in the United States or to any U.S. person. Fletcher Building’s shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable state securities laws.
- Some statements in this announcement are forward-looking statements, which include words as “anticipate”, “estimates”, “should”, “will”, “expects”, “plans” or similar expressions. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond Fletcher Building’s control, which may cause actual results to differ materially from those contained in this announcement. Forward-looking statements that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. Fletcher Building does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.