For personal use only
CLIFFORD CHANCE | |
LEVEL 16, NO. 1 O'CONNELL STREET | |
SYDNEY NSW 2000 | |
AUSTRALIA | |
TEL +612 8922 8000 | |
FAX +612 8922 8088 | |
www.cliffordchance.com | |
Lodged via | Our ref: 66-41031000 |
ASX Online | Direct Dial: +61 2 8922 8573 |
E-mail: david.clee@cliffordchance.com | |
Market Announcements Office | 11 March 2022 |
ASX Limited | |
Exchange Centre | |
20 Bridge Street | |
SYDNEY NSW 2000 |
Dear Sirs/Madams
Off-market takeover bid by HOCHTIEF Australia Holdings Limited for CIMIC Group Limited (ASX: CIM) - Completion of dispatch
We act for HOCHTIEF Australia Holdings Limited ACN 103 181 675 ("HOCHTIEF").
We enclose, as required by item 8 of section 633(1) of the Corporations Act 2001 (Cth), a notice stating that today HOCHTIEF has completed sending its replacement bidder's statement dated 3 March 2022 (which contains an offer dated 10 March 2022) to shareholders of CIMIC Group Limited ACN 004 482 982 ("CIMIC") in relation to HOCHTIEF's off-market takeover bid for all of the ordinary shares in CIMIC in which it does not already have a relevant interest.
Yours sincerely
David Clee | Jacob Kahwaji | |
Partner | Partner | |
Clifford Chance | Clifford Chance |
10227961867-v1 | - 1- | 66-41031000 |
For personal use only
For personal use only
Bidder's Statement
Accept
the Unconditional and Final Cash Offer
by
HOCHTIEF Australia Holdings Limited
ACN 103 181 675
To purchase all of your ordinary shares in
CIMIC Group Limited
ACN 004 482 982
$ .00
22for
cash per CIMIC Share
The Offer Price of $22.00 cash per CIMIC Share is final, and cannot be increased during the Offer Period, in the absence of a competing proposal.
This Offer is dated 10 March 2022 and will close at 7:00pm (Sydney time) on 11 April 2022, unless extended (or withdrawn).
This is an important document and requires your immediate attention.
If you are in doubt as to how to deal with this document you should consult your financial or other professional advisor.
If you have any questions in relation to this Bidder's Statement, | |
you should call the 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). Alternatively, contact the chat | |
line at http://chat1.shareholdersfirst.com.au/ or scan the code. | Scan Me |
Legal Advisor | Financial Advisor |
Contents
Page Section
- Letter from HOCHTIEF Australia
- Summary of The Offer
6 | Reasons Why You Should Accept HOCHTIEF Australia's Offer | |
8 | Key Questions | |
10 | 1. | Information on HOCHTIEF Australia and the HOCHTIEF Group |
12 | 2. | Information on CIMIC and CIMIC Shares |
15 | 3. | HOCHTIEF Australia's Intentions |
only | ||
18 | 4. | Sources of Consideration |
20 | 5. | Tax Considerations |
23 | 6. | Other Material Information |
26 | 7. | The Offer Terms |
32 | 8. | Definitions and Interpretation |
35 | 9. | Approval of Bidder's Statement |
37 | Corporate Directory |
Important Notices
Replacement Bidder's Statement | by HOCHTIEF Australia for the purposes of this |
This Bidder's Statement is a replacement Bidder's | Bidder's Statement. Accordingly, subject to the |
Statement given by HOCHTIEF Australia Holdings | Corporations Act, HOCHTIEF Australia does not |
Limited ACN 103 181 675 (HOCHTIEF Australia) | make any representation or warranty, express or |
to CIMIC Group Limited ACN 004 482 982 (CIMIC) | implied, as to the accuracy or completeness of |
nder Part 6.5 of the Corporations Act (as modified | this information. The information on CIMIC in this |
use | Bidder's Statement should not be considered |
by ASIC Class Order [CO 13/528]). | comprehensive. In addition, the Corporations Act |
The date of this Bidder's Statement is 3 March | |
requires the directors of CIMIC to provide a Target's | |
2022. This Bidder's Statement replaces the | |
Australia, may cause actual results or events to be | |
personalBidder's Statement. | |
original Bidder's Statement dated and lodged | Statement to CIMIC Shareholders in response to |
with the Australian Securities and Investments | this Bidder's Statement, setting out certain material |
Commission (ASIC) on 23 February 2022 (Original | information concerning CIMIC. |
Bidder's Statement) and includes in Section 7 an | Forward looking statements |
Offer dated 10 March 2022 to acquire Your CIMIC | This Bidder's Statement contains forward looking |
Shares and also sets out certain disclosures | statements, including statements of current |
required by the Corporations Act. | intention, statements of opinion and predictions |
References in this Bidder's Statement to 'the date | as to possible future events. Forward looking |
f this Bidder's Statement' (or similar) should be | statements are not based on historical facts, but |
read as references to 3 March 2022. | are based on, among other things, HOCHTIEF |
Australian Securities and Investments | Australia's assumptions, expectations, estimates, |
objectives, plans and intentions as at the date of | |
Commission | this Bidder's Statement. |
A copy of this Bidder's Statement was lodged with | These forward looking statements are subject to |
ASIC on 3 March 2022. Neither ASIC nor any of its | risks, uncertainties and assumptions which could |
officers take any responsibility for the contents of | cause actual results or events to differ materially |
this Bidder's Statement. | from the expectations described in such forward |
References in this Bidder's Statement | looking statements. While HOCHTIEF Australia |
to HOCHTIEF AG's website | believes that the expectations reflected in the |
(https://www.hochtief.com/), to CIMIC's website | forward looking statements in this document |
(https://www.cimic.com.au/), or to ASX's website | are reasonable, no assurance can be given that |
(www.asx.com.au), are for your reference only. | such expectations will prove to be correct. Other |
Information contained in or otherwise accessible | matters as yet not known to HOCHTIEF Australia |
from those websites does not form part of this | or not currently considered material by HOCHTIEF |
HOCHTIEF Group information | materially different from those expressed, implied |
or projected in any forward looking statements. | |
The information on the HOCHTIEF Group contained | Any forward looking statement contained in this |
For | |
in this Bidder's Statement, to the extent that it | document is qualified by this cautionary statement. |
incorporates or reflects information on CIMIC, has | Except as required by applicable law, HOCHTIEF |
been prepared using publicly available information. | Australia does not undertake to update or revise |
This information has not been independently verified | these forward looking statements, whether as a |
by HOCHTIEF Australia. Accordingly, subject to the | result of new information, future events or otherwise. |
Corporations Act, HOCHTIEF Australia does not | |
CIMIC Shareholders outside Australia | |
make any representation or warranty, express or | |
implied, as to the accuracy or completeness of the | This distribution of this Bidder's Statement in |
information. | jurisdictions outside Australia may be restricted |
Investment decisions | by law, and persons who come into possession |
This Bidder's Statement does not take into account | of it should seek advice on and observe any |
such restrictions. Any failure to comply with | |
the investment objectives, financial situation and | |
such restrictions may constitute a violation of | |
particular needs of any person. Before deciding | |
applicable securities. | |
whether or not to accept the Offer you may wish to | |
This Bidder's Statement complies with Australian | |
seek independent financial and taxation advice. | |
Information on CIMIC | disclosure requirements and, unless otherwise |
indicated, Australian accounting standards. These | |
All information in this Bidder's Statement relating to | disclosure requirements and accounting standards |
CIMIC has been prepared by HOCHTIEF Australia | may differ to those in other countries. |
using information included in public documents | This Bidder's Statement and the Offer do not in any |
filed by CIMIC or published by CIMIC on its | |
way constitute an offer in any place which, or to | |
website. None of the information in this Bidder's | |
any person to whom, it would not be lawful to make | |
Statement relating to CIMIC has been commented | |
such an offer. | |
on or verified by CIMIC or independently verified | |
Privacy collection statement
Personal information relating to your shareholding in CIMIC has been or will be collected by HOCHTIEF Australia or its agents from CIMIC in accordance with its rights under the Corporations Act. HOCHTIEF Australia will share this information with its related bodies corporate, advisors, agents and regulators (such as ASIC and the Australian Taxation Office) where necessary for the purposes of the Offer. HOCHTIEF Australia, its related bodies corporate, advisors and agents will use this information solely for purposes relating to the Offer. It is likely that your personal information will be disclosed overseas to HOCHTIEF AG, its related bodies corporate, advisors and agents in Germany. If you would like to access or correct your personal information held by HOCHTIEF Australia or its agents or have any other queries about the handling of your personal information please view HOCHTIEF AG's privacy policy available at https://www.hochtief.com/dataprotection or contact datenschutz@hochtief.de.
Currencies
In this Bidder's Statement, references to Australian Dollars, AUD or $ are to the lawful currency of Australia.
Defined terms
A number of defined terms are used in this Bidder's Statement. These terms are defined in Section 8, which also sets out certain rules of interpretation that apply to this Bidder's Statement.
Rounding
A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures, amounts, percentages, prices, estimates, calculations of value and fractions set out in this Bidder's Statement. Any discrepancies between total in tables or financial statements, or in calculations, graphs or charts are due to rounding.
Offer Information Line
For information regarding Your CIMIC Shares, the Offer or how to accept the Offer please read this Bidder's Statement. If you still need assistance please contact the Offer Information Line on:
- For calls made within Australia: 1300 648 874
-
For calls made from outside Australia:
+61 2 8355 1000 - Chat line: http://chat1.shareholdersfirst.com.au/
Updating of information
Information contained in this Bidder's Statement is subject to change from time to time. Please refer to the ASX announcements platform for any updates concerning the Offer at www.asx.com.au.
For personal use only
What you should do next
This is an important document and requires your immediate attention
Step 1: Carefully read the entire Bidder's Statement and consider the information provided.
Step 2:Read the Target's Statement to be provided by CIMIC.
Step 3:If you need advice, consult your Broker or your legal, financial or other professional advisor.
If you have any queries about this document, the Offer or how to accept the Offer, please contact the Offer Information Line on:
- For calls made within Australia: 1300 648 874
- For calls made from outside Australia: +61 2 8355 1000
- Chat line: http://chat1.shareholdersfirst.com.au/
Step 4:If you wish to accept the Offer follow the instructions below.
If you are in any doubt as to how to deal with this document, you should consult your Broker or your legal, financial or other professional advisor as soon as possible.
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CIMIC Group Limited published this content on 11 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2022 05:45:05 UTC.