Message from the Chairman
You have recently received a Bidder’s Statement from Network Investment Holdings Pty Limited, a wholly-owned subsidiary of Seven Group Holdings Limited (SGH), outlining an unsolicited and conditional off-market takeover offer to acquire all of the issued shares in Boral, which SGH does not already own, for $6.50 cash per Boral share (the SGH Offer).
On 10 June 2021, Boral released a Target’s Statement setting out its formal response to the SGH Offer. The Target’s Statement provides reasons as to why the Boral Independent Board Committee believes the SGH Offer materially undervalues your Boral shares and unanimously recommends that you REJECT the SGH Offer.
To REJECT the SGH Offer, you should TAKE NO ACTION in respect of the SGH Offer
You are encouraged to read the Target’s Statement (including the Independent Expert’s Report set out in Attachment 1 of the Target’s Statement) in full and to consider the SGH Offer having regard to your personal circumstances.
The Target’s Statement is now available electronically for viewing and can be downloaded from the link below:
If you would like to obtain a hard copy of the Target’s Statement or have any other queries in relation to the SGH Offer, please email BoralResponse@investorinfo.net.au or contact the Boral information line:
1300 513 794 (within Australia) or +61 2 9066 4081 (outside Australia)
between 9am and 6pm (AEST) Monday to Friday excluding public holidays
Frequently Asked Questions
This section answers some commonly asked questions about the SGH Offer. It is not intended to address all relevant issues for Boral Shareholders. This section should be read together with all other parts of this Target’s Statement.
What is this Target’s Statement?
This Target’s Statement has been prepared by Boral and provides Boral’s response to the SGH Offer, including the recommendation of the Boral Independent Board Committee.
What is the Bidder’s Statement?
The Bidder’s Statement is the document setting out the terms of the SGH Offer, a copy of which was lodged with ASIC and released to the ASX on 10 May 2021.
What is the SGH Offer for my Boral Shares?
SGH Bidder is offering $6.50 cash for each Boral Share held by you. You may accept the SGH Offer for some or all of your Boral Shares.
What choices do I have as a Boral Shareholder?
As a Boral Shareholder, you have the following choices in respect of your Boral Shares:
• reject the SGH Offer by doing nothing;
• accept the SGH Offer;
• sell your Boral Shares on the ASX (unless you have previously accepted the SGH Offer and you have not validly withdrawn your acceptance).
There are several implications in relation to each of the above choices. A summary of these implications is set out in section 5 of this Target’s Statement.
What are the directors of Boral recommending?
Each Boral Independent Board Committee member recommends that you REJECT the SGH Offer.
Who are the Boral Independent Board Committee members?
The Boral Independent Board Committee members are each of the directors on the Boral Board, except for Mr Ryan Stokes, an SGH nominee director on the Boral Board, who is the Managing Director and Chief Executive Officer of SGH and a director of SGH Bidder.
Why is the Boral Independent Board Committee recommending that I REJECT the SGH Offer?
The Boral Independent Board Committee believes that the SGH Offer materially undervalues your Boral Shares, and the list of reasons supporting this belief are contained in section 2 of this Target’s Statement.
What do the Boral Independent Board Committee members intend to do with their own Boral Shares?
Each Boral Independent Board Committee member intends to reject the SGH Offer in respect of the Boral Shares in which they have a Relevant Interest.
What is the opinion of the Independent Expert?
The Boral Independent Board Committee has appointed Grant Samuel & Associates Pty Limited (an independent expert not associated with either Boral or SGH), to prepare an Independent Expert’s Report assessing the SGH Offer, and to provide an opinion on whether or not the SGH Offer is fair and reasonable to Boral Shareholders.
The Independent Expert has concluded that the SGH Offer is neither fair nor reasonable.
Attachment 1 of this Target’s Statement includes a copy of the Independent Expert’s Report. You should read the report carefully and in its entirety as part of your assessment of the SGH Offer.
How do I reject the SGH Offer?
To reject the SGH Offer, simply do nothing. You should take no action in relation to all correspondence from SGH and SGH Bidder in relation to the SGH Offer.
How do I accept the SGH Offer?
Details of how to accept the SGH Offer are set out in the ‘How to Accept the SGH Offer’ section and section 7.3 of the Bidder’s Statement.
What happens if I accept the SGH Offer now and the SGH Offer price is increased?
If SGH improves the consideration offered under the SGH Offer, all Boral Shareholders, whether or not they have accepted the SGH Offer before that improvement in consideration, will be entitled to the benefit of that improved consideration.
Will SGH increase the SGH Offer?
SGH has not declared its Offer to be final. Accordingly, SGH could increase its Offer price if it chooses. However, Boral cannot speculate on whether SGH will increase its Offer price as this is a matter for SGH.
What are the consequences of accepting the SGH Offer now?
If you accept the SGH Offer, unless withdrawal rights are available (see below), you will give up your right to sell your Boral Shares on the ASX or otherwise deal with your Boral Shares while the SGH Offer remains open.
If I accept the SGH Offer, can I withdraw my acceptance?
You may only withdraw your acceptance if SGH varies the SGH Offer in a way that postpones the time when SGH is required to satisfy its obligations by more than one month. Section 8.7 of this Target’s Statement contains further details on withdrawing your acceptance.
When does the SGH Offer close?
The SGH Offer is presently scheduled to close at 7:00pm (Sydney time) on 25 June 2021, but the SGH Offer Period can be extended in certain circumstances. Section 8.6 of this Target’s Statement contains further details of the circumstances in which the SGH Offer Period can be extended.
What are the conditions to the SGH Offer?
The SGH Offer is subject to the conditions which are set out in section 8.3 of this Target’s Statement. In summary, conditions to the SGH Offer are:
- up to the end of the SGH Offer Period, there is not in effect any order issued by a court or Public Authority and no action or investigation commenced or threatened by a Public Authority, which, in each case, impacts upon the SGH Offer;
- there is no Material Adverse Change in relation to Boral or the S&P/ASX 200 index;
- and there are no Prescribed Occurrences.
On 26 May 2021, SGH gave notice that consent of the required majority of the lenders under the SGH Corporate Loan Facility had been received and so the Lenders’ Consent Condition had been fulfilled.
What happens if the conditions of the SGH Offer are not satisfied or waived?
If the conditions are not satisfied or waived before the SGH Offer closes, the SGH Offer will lapse. You would then be free to deal with Boral Shares even if you had accepted the SGH Offer.
How is SGH funding the SGH Offer?
SGH has stated in the Bidder’s Statement that the SGH Offer will be funded by a mixture of SGH Group’s existing cash reserves, committed and undrawn facilities under the SGH Corporate Loan Facility, and a new unsecured syndicated term loan bridge facility. Section 4 of the Bidder’s Statement includes further details on how SGH is funding the SGH Offer.
When will I be sent my consideration if I accept the SGH Offer?
If you accept the SGH Offer, you will have to wait for the SGH Offer to become unconditional before you will be sent your consideration from SGH. Section 8.10 of this Target’s Statement contains further details on when you will be sent your consideration.
Can I be forced to sell my Boral Shares?
You cannot be forced to sell your Boral Shares unless SGH compulsorily acquires your Boral Shares.
SGH and its Associates will need to obtain a Relevant Interest in 90% or more of the total issued Boral Shares in order to proceed to compulsory acquisition in accordance with the provisions of Chapter 6A of the Corporations Act.
Section 8.13 of this Target’s Statement contains further details on compulsory acquisition.
Does the SGH Offer extend to Boral Performance Rights?
No, SGH has stated in the Bidder’s Statement that the SGH Offer does not extend to the acquisition of any Boral Performance Rights or Boral Shares that are issued during the period from the Register Date to the end of the SGH Offer Period in accordance with the terms of, or otherwise in connection with the vesting of, Boral Performance Rights.
What are the tax implications of accepting the SGH Offer?
A general outline of the tax implications of accepting the SGH Offer is set out in section 12 of this Target’s Statement.
As the outline is a general outline only, Boral Shareholders are encouraged to seek their own specific professional advice as to the taxation implications applicable to their circumstances.
Is there a number that I can call if I have further queries in relation to the SGH Offer?
If you have any further queries in relation to the SGH Offer, you can call 1300 513 794 (for calls made from inside Australia) or +61 2 9066 4081 (for calls made from outside Australia) between 9am and 6pm (Sydney Time) Monday to Friday (excluding public holidays). Alternatively, you can email BoralResponse@investorinfo.net.au.
Calls to these number may be recorded.
Is Boral continuing its share buy-back?
Boral is approaching the buy-back in a disciplined and measured way, based on underlying value of our shares and what is in the best interest of our shareholders.
The SGH offer does not change this.
The share buy-back is the most effective method of returning surplus capital to shareholders.
However, Boral retains the flexibility to pause the buy-back if market conditions change or other opportunities arise.
Can I sell into Boral’s share buy-back?
Boral’s share buy-back is an on-market buy-back, which means you cannot directly sell into the buy-back.
If you wish to sell your shares you can sell them in the normal way of selling shares on market.
Shares sold on market will settle on a T+2 basis. While SGH’s offer remains conditional, if you accept the offer, you will not receive proceeds of the Offer until after the Offer closes, nor will you be able to trade your shares.
You may wish to seek independent financial and taxation advice from your professional adviser about what you should do in relation to the share buy-back and SGH's Offer.
Boral also encourages shareholders to carefully consider the Boral Target’s Statement, which will provide a detailed response to the Offer and the recommendation of the independent committee of the Board. It also includes an Independent Expert's Report on the value of Boral and whether SGH's Offer is fair and reasonable.
Boral Shareholder Information for the SGH Offer
If you have any queries in relation to the SGH Offer or would like to obtain a hard copy of Boral’s Target’s Statement please email BoralResponse@investorinfo.net.au
or contact the Boral information line:
- 1300 513 794 (within Australia)
- +61 2 9066 4081 (outside Australia)
- Monday to Friday between 9am and 6pm (AEST), excluding public holidays
Boral's share registry is managed by Link Market Services
Telephone: +61 2 8280 7133
Telephone: 1300 730 644 (toll free within Australia)