Calibre : Buy Back Offer Book

ASX Announcement - Formal request for removal from official list of ASX

Calibre House

Level 2, 50 St Georges Terrace Perth, Western Australia 6000 T [phone]

calibregroup.com

ASX ANNOUNCEMENT

10 December 2015

BUY BACK - OFFER DOCUMENT

Further to the announcement by Calibre Group Limited (ASX:CGH) ('Calibre') on 28 October 2015 in relation to Calibre's intention to undertake an off-market share buy back ('Buy Back') and following shareholder approval of the Buy Back and receipt of all necessary waivers and consents under Calibre's existing banking facility, Calibre has today despatched the Offer Document for the Buy Back to shareholders.

Attached to this announcement is the Offer Document for the Buy Back.

The Buy Back opened today (10 December 2015) and will close at 7.00pm (AEDT) on 30 December 2015.

Shareholders should read all of the Offer Document carefully before deciding whether to participate in the Buy Back.

ENDS

Media and Investor Contact: Company Secretary: Chloe Shorten Michael Silbert

M: [phone] T: [phone] M: [phone]

Calibre Group Limited ('CGH') offers a diversified range of services to the resources, infrastructure and transport sectors in Australasia. Companies within the Group specialise in engineering, construction, maintenance and built environment services. Listed on the Australian Securities Exchange (ASX Code: CGH).

Calibre Group Limited ACN 100 255 623

relating to an equal access buy back of Ordinary Shares by Calibre Opening Date: 10 December 2015

Closing Date: 30 December 2015

• CALIBRE GROUP LIMITED WILL DELIST FROM THE AUSTRALIAN STOCK EXCHANGE ON 31 DECEMBER 2015.

  
  

• THIS DOCUMENT CONTAINS IMPORTANT INFORMATION RELATING TO AN OFFER BY CALIBRE GROUP LIMITED TO BUY YOUR CALIBRE ORDINARY SHARES.

  
  

• THE BUY BACK IS NOT COMPULSORY.

  
  

• IF YOU DO NOT WISH TO PARTICIPATE - NO ACTION IS REQUIRED.

  
  

• YOU SHOULD READ THIS DOCUMENT IN FULL TO MAKE YOUR DECISION.

  
  

  This is an important document. It does not provide financial product advice and has been prepared without taking into account your particular objectives, financial situation or needs. You should consider the appropriateness of participation in the Buy Back having regard to your individual objectives, financial situation and needs. If you are in any doubt as to the action that you should take, you should consult your financial, taxation or other professional adviser immediately.

  
  

  
  

  
  

  Why did I get this Offer Document?

  This Offer Document comprises an offer to Eligible Shareholders of Calibre to participate in an off-market buy back of up to 59,842,520 Ordinary Shares under an equal access scheme in accordance with Division 2 of Chapter 2J of the Corporations Act. The Buy Back was approved by Shareholders at Calibre's Annual General Meeting on 30 November 2015.

  
  

  You can participate in the Buy Back if you are an Eligible Shareholder, that is you had Ordinary Shares registered in your name on the Buy Back Record Date (7.00pm (AEDT) 7 December 2015). This Offer Document contains important information about the Buy Back and is provided to assist you in making an informed decision about whether to participate.

  
  

  This Offer Document does not constitute investment advice and does not take into account the personal circumstances and needs of any particular Shareholder. Neither Calibre or any of its Directors makes any recommendation or provides any advice about whether a Shareholder should participate in the Offer. Before making any investment decision, you may wish to seek independent financial and taxation advice.

  
  

  Date of this Offer Document

  This Offer Document is dated, and a copy was lodged with ASIC, on 10 December 2015. ASIC takes no responsibility for the contents of this Offer Document.

  
  

  Notice to Shareholders who reside outside Australia

  The contents of this Offer Document have not been lodged with any regulatory authority outside Australia, and Calibre takes no responsibility for ensuring that an Eligible Shareholder resident in a foreign jurisdiction or otherwise subject to the laws of a foreign jurisdiction can participate in this Buy Back in compliance with those laws. Shareholders who do not reside in Australia are advised to exercise caution in relation to any decision on whether to participate in the Buy Back. If Eligible Shareholders are in any doubt about any of the contents of this Offer Document, they should obtain independent professional advice.

  
  

  Forward-looking statements

  This Offer Document may contain forward-looking statements that are not based solely on historical facts but are based on current expectations about future events and results. These forward-looking statements are subject to inherent risks and uncertainties. Such risks and uncertainties include factors and risks specific to the operations of Calibre, as well as general economic conditions. As a consequence, actual events or results may differ materially from the expectations expressed or implied in such forward-looking statements.

  
  

  Neither Calibre nor its Directors, officers, employees and advisers makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any events or results expressed or implied in any forward-looking statement, except to the extent required by law.

  
  

  Accordingly, Shareholders are cautioned about placing undue reliance on forward-looking statements contained in this Offer Document.

  
  

  Other important reference material

  In reviewing this Offer Document you should also have regard to other information previously made available to Shareholders about Calibre and the Buy Back, such as:

  • Calibre's full year results for the year ended 30 June 2015 announced on ASX on 21 August 2015;

  • Calibre's annual report to shareholders for the year ended 30 June 2015 announced on ASX on 30 October 2015; and

  • ASX announcements relating to Calibre and/or the Buy Back, including the Independent Expert's Report by KPMG dated 28 October 2015 (which is included in Calibre's 2015 Notice of Meeting, released to ASX on 29 October 2015).

These documents can be viewed on Calibre's website at http://www.calibregroup.com/investor-centre.

Responsibility for information in this Offer Document

Calibre is responsible for the information in this Offer Document.

Defined terms

A number of terms used in this Offer Document are defined in Section 7 (Glossary).

1. Buy Back overview 5
2. Explanation of the Buy Back 7
3. Effect of the Buy Back on Calibre 10
4. Australian taxation considerations 11
5. Offer 13
6. No other material information 20
7. Glossary 21

Event	Date
Annual General Meeting (ordinary resolutions passed approving the Buy Back and Delisting)	30 November 2015
Ex-Entitlement Date for the Buy Back (Ordinary Shares acquired on or after this date do not confer an entitlement to participate in the Buy Back)	3 December 2015
Buy Back Record Date (Date used to determine entitlement to participate in the Buy Back)	7.00pm (AEDT) 7 December 2015
Despatch of Offer Document to Eligible Shareholders	10 December 2015
Opening Date	10 December 2015
Closing Date	7.00pm (AEDT) 30 December 2015
Announcement of the outcome of the Buy Back and the details of any Scale Back	31 December 2015
Buy Back Date (transfer to Calibre of Ordinary Shares bought back and cancellation of those Ordinary Shares)	31 December 2015
Payment Date (despatch of cash consideration to Buy Back participants)	As soon as practicable after 31 December 2015, anticipated to be 5 January 2016
Delisting Date (date on which Delisting is expected to take effect)	31 December 2015

The above timetable is indicative only and is subject to change. Subject to the Corporations Act and the Listing Rules, Calibre reserves the right to amend this indicative timetable without prior notice to Shareholders.