NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, INTO OR WITHIN THE UNITED STATES
15 NOVEMBER 2021 UPDATE ON VENTIA IPO
CIMIC Group refers to the attached supplementary prospectus for the initial public offering (IPO) of ordinary shares in Ventia Services Group Limited (Ventia) and the listing of Ventia on the Australian Securities Exchange (ASX) and New Zealand Stock Exchange (NZX).
CIMIC advises that the IPO will proceed at a final offer price of $1.70 per share. The IPO values 100% of Ventia shares at approximately $1.45 billion and provides it with a public market platform to enable further growth.
The IPO offer size will be $438 million, representing 30% of Ventia's share capital, comprising 26% issuance of new shares and 4% sell down by Ventia's existing major shareholders (2% each). The proceeds will be used to optimise Ventia's capital structure and reduce its debt. It will result in a 30% free float for Ventia on the ASX and NZX.
The IPO will result in cash proceeds for CIMIC of approximately $30 million after costs1 and an expected statutory pre-tax gain of approximately $60 million2 including the diluting impact of the issuance of new shares.
On completion of the IPO, CIMIC will retain a 32.8% stake in Ventia, which is subject to a voluntary escrow period3. The IPO price notionally values CIMIC's retained stake at approximately $500 million. Notwithstanding, CIMIC's retained stake will continue to be held in its financial accounts at historic, pre-IPO cost.
Pre-IPO, Ventia's contribution to CIMIC's revenue and net profit after tax (NPAT) were not material due to Ventia's acquisition and integration of Broadspectrum and its debt level. Post- IPO, Ventia will be positioned to benefit from the full integration of Broadspectrum and a lower level of debt, increasing its contribution to CIMIC's revenue and NPAT.
CIMIC confirms its guidance for NPAT of $400 million to $430 million for the 2021 financial year, subject to market conditions and excluding any one-off items such as the Ventia IPO outlined above.
Issued by CIMIC Group Limited ABN 57 004 482 982 www.cimic.com.au Authorised by the CIMIC Group Board
Includes a primary raise of $374 million to repay debt at Ventia.
Sale price less cost of 14.3% stake as held in CIMIC's accounts less other transaction and IPO costs.
The period ending at 4.15pm on the date on which Ventia releases its financial results for the period ending 31 December 2022.
For personal use only
This document does not contain or constitute an offer or invitation to purchase or subscribe for, or any offer to buy, any shares in Ventia in the United States or in any other jurisdiction where such offer or sale would be unlawful, and should not be relied on in connection with any decision to purchase or subscribe for any such shares.
The shares have not been and will not be registered under the US Securities Act of 1933 (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Shares is being made in the United States.
A prospectus in relation to the IPO has been lodged with ASIC, and any person wishing to acquire Ventia shares should consider the prospectus, as supplemented by the attached supplementary prospectus dated 15 November 2021 (collectively, the prospectus) and must use the application form in or accompanying the prospectus. Application forms will only be made available with the prospectus after the expiry of the exposure period (referred to above).
The provision of this announcement is not, and should not be considered as, financial product advice. The information in this announcement is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.
This announcement contains certain "forward-looking statements". Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.
CIMIC Group, together with its related bodies corporate (other than Ventia), shareholders and affiliates and each of their respective officers, directors, employees, partners, consultants, contractors, affiliates, agents and advisers (each a CIMIC Party) have not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of the prospectus, and do not make or purport to make any statement in the prospectus, and there is no statement in the prospectus which is based on any statement made by a CIMIC Party. To the maximum extent permitted by law, each CIMIC Party expressly disclaims any and all liabilities (including, without limitation, any liability arising out of fault or negligence for any direct, indirect, consequential or contingent loss or damage) in respect of, and makes no representations or warranties (express or implied) regarding, and takes no responsibility for, and has not independently verified, any part of the prospectus or the IPO and makes no representation or warranty as to the currency, accuracy, reliability, completeness or fairness of the prospectus. The CIMIC Parties make no recommendations as to whether any person should participate in the IPO nor do they make any representations or warranties to any person concerning the IPO, and they further expressly disclaim that they are in a fiduciary relationship with any recipient of the prospectus.
For personal use only
CIMIC Group (ASX:CIM) is an engineering-led construction, mining, services and public private partnerships leader working across the lifecycle of assets, infrastructure and resources projects. CIMIC Group comprises our construction businesses CPB Contractors, Leighton Asia and Broad, our mining and mineral processing companies Thiess (joint control) and Sedgman, our services specialist UGL and our public private partnerships arm Pacific Partnerships - all supported by our in-house engineering consultancy EIC Activities. Our mission is to generate sustainable shareholder returns by delivering innovative and competitive solutions for clients and safe, fulfilling careers for our people. With a history since 1899, and around 31,000 people in 20 countries, we strive to be known for our principles of Integrity, Accountability, Innovation and Delivery, underpinned by Safety. CIMIC is a member of the S&P/ASX 200 index, the Dow Jones Sustainability Australia Index and FTSE4Good.
For personal use only
Supplementary prospectus dated 15 November 2021 to be read together with the Prospectus dated 26 October 2021 issued by Ventia Services Group Limited ABN 53 603 253 541 and Ventia SaleCo Limited ACN 654 078 878 offering fully paid ordinary shares in Ventia.
Joint Lead Managers
This document is a supplementary prospectus. It supplements a prospectus dated 26 October 2021 issued by Ventia Services Group Limited ABN 53 603 253 541 (Ventia) and Ventia SaleCo Limited ACN 654 078 878 (SaleCo) offering fully paid ordinary shares in Ventia (Prospectus).
onlyThis supplementary prospectus must be read together with the Prospectus.
A term with a defined meaning in the Prospectus has the same meaning in this supplementary prospectus, and i formation in the Important Notices and Disclaimer Section of the Prospectus applies to this supplementary prospectus to the extent relevant.
The supplementary prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia and New Zealand.
The distribution of the supplementary prospectus outside Australia and New Zealand (including electronically) may usebe restricted by law and persons who come into possession of the supplementary prospectus outside Australia and
New Zealand should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. For details of selling restrictions that apply to the Shares in certain jurisdictions outside of Australia and New Zealand, please refer to Section 9 of the Prospectus.
This supplementary prospectus may not be distributed to, or relied upon by, persons in the United States, unless accompanied by the US Institutional Offering Memorandum as part of the Institutional Offer. The Shares being offered pursuant to this Prospectus have not been, and will not be, registered under the US Securities Act or any securities laws of any state or other jurisdiction in the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act
personalnd any other applicable securities laws of any state or other jurisdiction of the United States.
The Offer is not being extended to any investor outside of Australia and New Zealand, other than to certain Institutional Investors as part of the Institutional Offer. Please refer to Section 9 of the Prospectus for more detail on selling restrictions that apply to the Offer and the sale of Shares in jurisdictions outside of Australia and New Zealand
1.1. Final Price
The Prospectus stated that the Final Price may be set below, within or above the Indicative Price Range.
The Final Price has now been set at $1.70 per Share, which is below the Indicative Price Range of $2.75 - $3.15 per Share.
The institutional bookbuild process to be held over 15-16 November 2021 will not determine the Final Price, but will be used to determine the allocation of Shares under the Institutional Offer and the overall size of the Institutional Offer, relative to the other components of the Offer.
1.2. Number of Shares to be issued by Ventia
The total number of Shares to be issued in the Offer by Ventia has been fixed at 219.9 million Shares, to raise $374 million.
ForThe amount to be raised by Ventia, net of costs of the Offer (which will be approximately $351.1 million, being $374 million raised, net of costs of the Offer of approximately $23 million), will remain consistent with the amount
f $351.1 million stated in the Prospectus (which assumed the Final Price was at the midpoint of the Indicative Price Range). However, the total number of Shares to be issued is greater than stated in the Prospectus (which stated that 126.0 - 143.2 million Shares would be issued).
1.3. Number of Shares to be sold in the Offer
The total number of Shares to be sold by SaleCo in the Offer will be 37.6 million Shares, to raise sale proceeds of $64 million.
The total number of Shares to be sold and the amount of sale proceeds to be raised is less than stated in the Prospectus (which stated that 220.9 million Shares would be sold to raise sale proceeds of $607 - $696 million, assuming no Over-allocation, or that 255.6 million Shares would be sold to raise sale proceeds of
$703 - $805 million, assuming maximum Over-allocation).
There will be no Over-allocation and no Market Stabilisation Activities.
2Ventia Supplementary Prospectus
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CIMIC Group Limited published this content on 14 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 November 2021 23:49:06 UTC.