As announced on 16 February 2012, Ludowici Limited (Ludowici)
has entered into a Scheme Implementation Agreement under
which it is proposed that FLSmidth & Co. A/S, through its
Australian subsidiary FLSmidth Pty Ltd, would acquire all the
shares in Ludowici, subject to a number of conditions,
including Ludowici Shareholder and Court approvals
(Scheme).
The Federal Court of Australia (Court) has today approved the
convening of a meeting of Ludowici
Shareholders (Scheme Meeting) to consider and vote on the
Scheme.
The Court also approved, for distribution to Ludowici
Shareholders, the Scheme Booklet relating to the proposed
Scheme. It includes a report prepared by Grant Thornton
(Independent Expert) who was appointed by Ludowici to provide
an opinion as to whether the Scheme is in the best interests
of Ludowici Shareholders.
The Independent Expert has assessed the market value of
Ludowici shares on a control basis to be in the range of
$6.80 to $8.08 per Ludowici Share. The total Cash Proceeds of
$11.00 per Ludowici Share (less the amount of any dividend or
distribution declared, determined or paid by Ludowici prior
to implementation of the Scheme, including the Ordinary
Dividend of $0.11 and any Special Dividend) is above the
value range assessed by the Independent Expert. The
Independent Expert considers that the Scheme is fair and
reasonable and therefore has concluded that it is in the best
interest of Ludowici Shareholders. The Independent Expert
considered various reasons and valuation methodologies in
forming its conclusion and the full reasons will be provided
in the Independent Expert's Report which will be included in
the Scheme Booklet.
The Scheme Booklet will be mailed to Ludowici Shareholders
following the Registration of the Scheme Booklet with the
Australian Securities and Investment Commission (ASIC) and
lodgement with the ASX.
The Scheme Meeting will be held at 10:30am on 31 May 2012 at
the offices of Gilbert + Tobin, 2 Park Street, Sydney 2000.
Other key events and the expected timing in relation to the
approval and implementation of the Scheme are set out in the
table below.
Scheme Booklet despatched to Ludowici Shareholders | 10 April 2012 |
Date of Scheme Meeting and Ludowici AGM | 31 May 2012 |
Announcement of any Special Dividend* | 1 June 2012 |
Second Court hearing to approve the Scheme | 8 June 2012 |
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Effective Date of Scheme: Ludowici Shares suspended from trading | 12 June 2012 |
Time and date for determining entitlement to receive the Special Dividend* | 7:00pm, 19 June 2012 |
Date on which the Special Dividend will be paid to Ludowici Shareholders who are on the register* | 25 June 2012 |
Time and date for determining entitlements under the Scheme | 7:00pm 26 June 2012 |
Implementation of Scheme | 3 July 2012 |
* The Special Dividend is subject to certain conditions
including the Scheme becoming effective and the board
determining that the Special Dividend is payable.
All dates following the date of the Scheme Meeting are
indicative only and subject to the Court approval process,
ASX approval and the satisfaction or, where applicable,
waiver of the conditions precedent to the implementation of
the Scheme. If there is a delay in obtaining the required
South African or Australian regulatory approvals, the Second
Court Date (and possibly the date of the Scheme Meeting) may
be postponed to a later date and if so, subsequent dates
(including the Implementation Date and the date you will be
paid your Scheme Consideration) in the timetable above will
also be deferred.
A further announcement attaching the Scheme Booklet will be
released by Ludowici following its registration with
ASIC.
Phil Arnall Chairman Ludowici Limited
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distributed by | This press release was issued by Ludowici Limited and was initially posted at http://www.ludowici.com.au/web/upload/court approves release of scheme booklet.pdf . It was distributed, unedited and unaltered, by noodls on 2012-04-04 10:11:44 AM. The issuer is solely responsible for the accuracy of the information contained therein. |