Offer for Macmahon
Final1 unconditional2 offer for Macmahon
CIMIC Group Limited (CIMIC), through its wholly owned subsidiary CIMIC Group Investments Pty Limited (CGI), is a substantial shareholder of Macmahon Holdings Limited (Macmahon).
CIMIC, through CGI, has made a final1, unconditional2 offer (Offer) to acquire the shares in Macmahon that it does not already own pursuant to an off-market takeover at a price of $0.1453 per share (Offer Price).
The Offer is open from 8 February 2017 and (unless extended or withdrawn in accordance with the Corporations Act)* the Offer will close at 7.00pm (Sydney time) on 9 March 2017.
- READ THE BIDDER’S STATEMENT HERE
- FOR MORE INFORMATION call the CIMIC Offer Information Line on 1300 648 874 (for calls made within Australia) or +61 2 8355 1000 (for calls made from outside Australia) from Monday to Friday between 9:00am and 5.00pm (Sydney time).
- TO ACCEPT THE OFFER refer to the Bidder’s Statement for instructions. If you did not receive a Bidder’s Statement call the CIMIC Offer Information Line on 1300 648 874 (for calls made within Australia) or +61 2 8355 1000 (for calls made from outside Australia) from Monday to Friday between 9:00am and 5.00pm (Sydney time).
The Offer Price is final1, and cannot be increased during the Offer Period, in the absence of a competing proposal. The Offer is unconditional other than with respect to a no ‘prescribed occurrences’ condition.
The Offer Price represents a 31.8% premium to the Last Close Price, being the price of ordinary shares in Macmahon (Macmahon Shares) on ASX at the close of trading on 23 January 2017, the Trading Day prior to the Announcement Date.
CIMIC has been an investor in Macmahon since June 2007.
As the Offer is unconditional2, CGI intends to exercise its rights under item 2 of section 611 of the Corporations Act and has appointed Credit Suisse Equities (Australia) Limited to stand in the market on ASX and purchase on CGI's behalf Macmahon Shares offered at the Offer Price.
AN ATTRACTIVE OFFER
The Offer Price represents a premium of:
- 31.8% to the Last Close Price, being the price of Macmahon Shares on ASX at the close of trading on 23 January 2017, the Trading Day prior to the Announcement Date, of $0.110 per Macmahon Share;
- 37.6% to the Macmahon one month volume weighted average price (VWAP)4 as at the Trading Day prior to Announcement Date, of $0.105 per Macmahon Share;
- 45.6% to the Macmahon three month VWAP as at the Trading Day prior to Announcement Date, of $0.100 per Macmahon Share; and
- 22.1% to the Macmahon six month VWAP as at the Trading Day prior to the Announcement Date, of $0.119 per Macmahon Share.
In addition to the premium, the unconditional2 Offer enables investors to exit all of their shareholding in Macmahon in an orderly manner and without the need to pay brokerage fees and with the opportunity to receive certain value of $0.1455.
TIMING AND OTHER INFORMATION
The Bidder's Statement will be sent to Macmahon Shareholders on 8 February 2017.
* This date is indicative only and may be changed as permitted by the Corporations Act.
1 The Offer Price is final, and cannot be increased during the Offer Period, in the absence of a competing proposal.
2 Other than in respect of a no ‘prescribed occurrences’ condition.
3 The Offer Price of $0.145 per Share is subject to the offer terms outlined in the Bidder’s Statement. If Macmahon pays any dividend or capital distribution to Shareholders between 24 January and the close of the Offer Period, CGI will deduct the value of such dividends or capital distributions (but not any franking credits) from the $0.145 per Share to be paid under the Offer.
4 VWAPs have been rounded to three decimal places.
5 The aggregate cash consideration payable to each Macmahon shareholder will be rounded down to the nearest whole cent.
Bidder's statements and supplemental statements
- 17 February 2017 - Third supplementary Bidder's Statement: Key issues for Macmahon's target statement to address
- 10 February 2017 - CIMIC Completion of despatch of Bidder's Statement
- 09 February 2017 - Second supplementary bidder's statement
- 31 January 2017 - First supplementary bidder's statement
- 24 January 2017 - Bidder's statement