Downer announces takeover offer for Spotless

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Media/ASX and NZX Release
21 March 2017
DOWNERANNOUNCES TAKEOVER OFFER FOR SPOTLESS
All cash takeover offer of $1.15per Spotlessshare for all shares not already owned by Downer
Compelling value and certainty for Spotlessshareholders
Attractive 59%premium to the last closing price of $0.725per share
Transaction details
DownerEDI Limited (Downer) today announced that its wholly owned subsidiary, DownerEDI Services Pty Ltd
(DownerServices), will today lodge a Bidder's Statement for a takeover offer (Offer) for all of the issued
shares in SpotlessGroup Holdings Limited (Spotless) that it does not already own for $1.15cash per share
(Offer Price).
DownerServices has an interest equivalent to 19.99% in the issued share capital of Spotless, which is
comprised of a15% shareholding and a further economic interest equivalent to 4.99% via a total return cash
settled equity swap.
The Offer is a highly attractive one and represents compelling value for Spotlessshareholders. The Offer Price
of $1.15cash for each Spotlessshare represents a premium of 59% to the closing price of Spotlessshares on
20 March 2017, being the last trading day before the announcement of the Offeron 21 March 2017
(Announcement Date), and implies a dilutedequity value of $1,272 million
1
for Spotless.
Importantly, the Offer provides certain value to Spotless shareholders, in contrast to the uncertain value of
Spotlessshares. The Offer is particularly attractive in the context of Spotless'recent share price performance,
Spotless'first half 2017 results, Spotless'relatively high level of debt and the recent reduction in Spotless'
dividend.
The Chief Executive Officer of Downer, Grant Fenn,said:
"The acquisition of Spotlessis a significant investmentin Downer's strategy to expand its capabilities and
strengthenits position as a leading providerof services to customers in Australia and New Zealand.
“Downer's all cash offer provides an excellent opportunity for Spotlessshareholders to realise certainvalue for
their shares, because the offer is at a substantial premium to recent trading prices."

1
Based on 1,098.3 million ordinary shares on issue plus 7.7 millionestimated‘in the money’ options and rightsbased onSpotless’
Appendix 3B dated 24 November 2016and FY16 Annual Report.
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
www.downergroup.com

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Compelling value for Spotlessshares
The Offer Price of $1.15cash per Spotlessshare represents compelling value for Spotlessshareholders and a
substantial premium to trading levels prior to the Announcement Date.
The Offer Price represents an attractive premium of:
59%to the closing price of Spotlessshares on 20 March 2017, being the last trading day before the
Announcement Date;
45% to the VWAP of Spotlessshares since 28 February 2017
2
(the date on which Spotlessreleased its
results for the six months ended 31 December 2016); and
42% to the 1-month VWAP of Spotlessshares up to and including 20 March 2017.
3
The Offer is also materially higher than the range of analyst 12 month price targets and valuations for Spotless,
representing a:
55%premium to the average analyst 12 month price targetof $0.74;
4
83% premium to the lowest analyst 12 month price targetof $0.63;
4
and
37%premium to the highestanalyst 12 month price targetof $0.84.
4
Certainty
The Offer provides Spotlessshareholders with an opportunity to realise certain value for their Spotlessshares,
with no brokerage fees and no exposure to the potential risks associated with a continuing investment in
Spotless.
Downerconsiders this to be important to Spotlessshareholders in the context of Spotless'recent share market
performance, relatively high levels of debt, and recent reduction in dividend.
Offer Conditions
The Offer is subject to a number of conditions, including a 90% minimum acceptance condition(including
Downer's existing holding), all necessary regulatory approvals or consents being obtained and no action by any
public authority which may adversely affect the Offer, no change of control triggers being exercised in respect
of Spotless'existing debt facilities, no termination of the underwriting agreement in relation the Downer
entitlement offer, no Spotlessprofit downgrade, no material acquisitions, disposals or significant events being
undertaken by Spotlessand no prescribed occurrences in relation to Spotless.

2
VWAP is calculated based on cumulative value traded on the ASX and Chi-X divided by cumulative volume traded on the ASX
and Chi-X. VWAP calculated from 28 February 2017 – 20 March 2017 (inclusive). Source: IRESS.
3
VWAP is calculated based on cumulative value traded on ASX and Chi-X divided by cumulative volume traded on ASX and Chi-
X. VWAP calculated from 21 February 2017 – 20 March 2017 (inclusive). Source: IRESS.
4
Five broker price targets have been used to determine the 12 month broker price target range and average. The date range of
the broker price targets used in determining the range and average was 28 February 2017 to 1 March 2017.These brokers were
selected onthe basis of all broker research reports publicly available to Downerthat were releasedsince the announcement of
Spotless'1H2017 results on 28 February 2017. Downernotes that according to Bloomberg,there were twoother broker price
targets available for Spotlessthat had been released since 28 February 2017 (Downerdid not have access to the research
reports for these brokers).Inclusion of these additional twoprice targets results in anaverage broker price target of $0.76 and no
change to the $0.63to $0.84 range of broker price targets. Source: brokerresearch reports, Bloomberg.

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Further details on the Offer, including its conditions, are set out in the Bidder's Statement to be lodged with
ASIC and the ASX today.
Dividends
Under the Offer, Spotless shareholders will be entitled to be paid the dividend for the 6 months ended 31
December 2016 (1H17) declared by Spotless in its 1H17 results announcement on 28 February 2017 (to be
paid on 7 April 2017).
Bidder's Statement
Downerintends to lodge its Bidder's Statement with ASIC, Spotlessand ASX today. The Bidder's Statement
will contain detailed information relevant to the Offer, including how to accept. The Bidder's Statement is
expected to be sent to Spotlessshareholders 14 days after the date of this announcement.
Advisers
UBSAG, Australia Branchis acting as financial adviserand Ashurst is acting as legal adviser to Downerin
relation to the Offer.
For further information please contact:
Michael Sharp, Group Head of Corporate Affairs and Investor Relations: +61 439 470 145
About Downer
Downeris a leading provider of services to customers in markets including: Transport Services; Rail; Mining;
Utilities Services; Technology and Communications Services; and Engineering, Construction & Maintenance.
Downerbuilds strong relationships of trust with our customers, truly understanding and predicting their needs
and bringing them world leading insights and solutions. Downeremploys about 19,000 people across more
than 200 sites and projects, mostly in Australia and New Zealand, but also in the Asia-Pacific region, South
America and Southern Africa. For more on Downer, visit: www.downergroup.com.