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Rubicon Interim Review sent to shareholders

Earnings Results27 March 2017ARBIndustrials

INTERIM REVIEW

There are statements in this Review that are ‘forward looking statements.’ As these
forward-looking statements are predictive in nature, they are subject to a number of

risks and uncertainties relating to Rubicon, and our Tenon and ArborGen investments,

some of which are beyond our control. As a result of the foregoing, actual results and

conditions may differ materially from those expressed or implied by such statements.

Tenon’s risks and uncertainties include - that its operations and results are signifi cantly

infl uenced by the level of activity in the various sectors of the economies in which it

competes, particularly in North America, New Zealand and Europe.

Fluctuations in industrial output, commercial and residential construction activity,

capital availability, housing turnover and pricing, levels of repair and remodelling and

additions to existing homes, new housing starts, relative exchange rate (particularly

the US$ and Euro against the NZ$), interest rates, and profi tability of customers,

can each have a substantial impact on Tenon’s results of operations and fi nancial

condition. Other Tenon risks include competitor product development, product

demand and pricing, input costs, customer concentration risk, and the outcome of the

Clearwood sales process.

Tenon discloses its results separately on the NZX, and those releases may contain

additional information on its performance, risks and opportunities than does Rubicon’s

reporting of Tenon’s activities. Tenon also regularly updates its shareholders on the

Clearwood sales process (including as to independent valuation information) and

this information can be accessed either on the NZX website or Tenon’s own website

at www.tenon.co.nz. Accordingly, Rubicon shareholders should also refer to Tenon’s

announcements.

ArborGen’s risks and uncertainties include (in addition to those of Tenon) the global

markets and geographies in which it operates, intellectual property protection,

regulatory approvals, public and customer acceptance of genetically engineered

products, customer adoption of advanced seedling products, the success of ArborGen’s

research and development activities, weather conditions and biological matters.

Rubicon is the majority shareholder in Tenon, and effectively controls the financial

performance and strategic direction of Tenon as a result. In contrast, Rubicon is

only a minority equity investor in ArborGen, and accordingly it does not control the

operational / fi nancial performance and strategy of ArborGen, and it is therefore

dependent upon another of ArborGen’s partners voting in a like-minded manner in

order for Rubicon to achieve its desired ArborGen outcomes.

As a result of the foregoing, actual results and conclusions may differ materially from

those expressed or implied by such statements.

All references in this document to $ or “dollars” are references to United States

dollars unless otherwise stated.

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SIX MONTHS ENDED 31 DECEMBER 2016

2
RUBICON LIMITED AND SUBSIDIARIES

Tenon

SIX MONTHS ENDED 31 DECEMBER 2016

As Tenon has had the greater public profi le over the past six month, and in order to bring shareholders up to

date on progress, this document begins with a review of our Tenon investment for the interim period.

Tenon

Tenon is now wrapping up its Strategic Review. Unquestionably this programme has delivered considerable

value for our Tenon investment. Upon its completion, the Review will have seen the –

• Three dividends totalling NZ17.25 cents per share having been paid

• Sale of Tenon’s US operating business for US$110 million in cash

• Repayment of all Tenon’s net debt

• A (fi rst) pro-rata capital return to shareholders of US$71 million (US$1.10 per share, and cancellation of half

of Tenon’s shares on issue) in December 2016

• Announcement of the sale (subject to Tenon shareholder approval) of Tenon’s remaining Clearwood

business to a consortium of investors (including Rubicon), for US$55 million in cash

• If Tenon shareholders approve the Clearwood sale, the payment of a further (second) pro-rata capital

return to all Tenon shareholders of US$43 million will be made, with an additional (estimated) US$5.8

million to be made in a subsequent distribution once Tenon is liquidated (see discussion below).

When completed, the total US$ shareholder return (TSR) since the announcement of Tenon’s Strategic Review

18 months ago, will be circa 50%

1

. In that respect, the Review will have met its fundamental objective of

providing the best risk-adjusted value creating path for Tenon shareholders.

The Clearwood sales process was a very thorough one, run by Deutsche-Craigs on Tenon’s behalf. Tenon has

stated that the process was exhaustive, and expressions of interest were received from eight domestic and

international parties, each of which was thoroughly assessed. Given Rubicon is a member of the consortium

(see discussion below), the consortium’s offer was considered and negotiated by a subcommittee of the

Tenon Board, comprising only the Tenon independent directors. To assist them in their assessment of the

offer, Tenon’s independent directors appointed Grant Samuel as Independent Advisor to value Clearwood

and Tenon as a publicly trading entity.

3
The consortium’s offer of US$55 million falls within Grant Samuel’s Clearwood valuation range of US$52.0 – US$62.5

million. The offer, which equates to NZ$2.39 per Tenon share before costs, and NZ$2.12 net of costs exceeds the

top end of the range in which Grant Samuel believes Tenon shares should trade in the absence of a sale outcome

(NZ$1.74 – NZ$2.08 per share) and it is also well within Grant Samuel’s Clearwood sale and liquidation range

for Tenon (NZ$1.99 – NZ$2.45 per share). Given that, and also the fact that a very extensive investment bank-

led process has been run, the Tenon independent directors accepted the consortium’s offer as being in the best

interests of Tenon shareholders, and are unanimously recommending to shareholders that they vote in favour of

the sale. The matter will now be determined at a Tenon shareholders’ Special Meeting on 20 March, 2017.

The consortium comprises a mix of US and NZ private investors, and Rubicon itself. Rubicon will retain a 50%

(approximately) interest in the consortium. Rubicon is involved in the consortium for several reasons. Firstly, to

ensure that Tenon’s Strategic Review is completed successfully, with an appropriate outcome for all shareholders.

Secondly, we have indirectly managed the Clearwood business for a long time and know it well. We are a

comfortable owner, but would rather own our Clearwood investment directly through a private vehicle, than

via a public entity. In this respect, the structure of the consortium vehicle is such that it allows full fl exibility as to

future ownership changes for its investors. Finally, Rubicon’s cash position will improve by some US$10 million as

a result of this transaction – from the receipt of our share of the subsequent US$43 million (second) capital return

that Tenon independent directors are proposing, and also through the sell-down to a 50% shareholding position

(currently ≈ 60% through Tenon).

In terms of Tenon’s overall interim earnings performance, our fi nancial statements include the results of Tenon’s

(now sold) US operating business for 5 months to 30 November, and for Tenon’s Clearwood operations and

corporate costs for the full six month period. They are complicated by the necessary accounting treatment of the

sold US business as discontinued under IFRS. But to summarise, Tenon’s US operating business traded very much

to plan during the period, right through to sale date. There was a working capital adjustment payment to be

made if the fi nal position at 30 November did not align with the estimate the purchaser had been given by Tenon.

In the end, this wash-up provision concluded favourably with a small payment to be made to Tenon. Tenon has

reported that the Clearwood business (which is the subject of the consortium offer), recorded revenue of US$47

million (including sales to the now sold Tenon US operations) for the six months to 31 December, and EBITDA

2

of

(approximately) US$5 million. This is consistent with Grant Samuel’s assumption of a Clearwood EBITDA for fi scal

’17 of US$10.5 million.

From a balance sheet perspective, all of Tenon’s debt was repaid following the completion of the US operation sale,

and prior to the fi rst capital return, and Tenon had no net debt (i.e. net of cash) on its balance sheet at 31 December.

4
4

RUBICON LIMITED AND SUBSIDIARIES

ArborGen

SIX MONTHS ENDED 31 DECEMBER 2016

ArborGen

ArborGen’s core market today is the US. The crop-growing season is typically from April-December, with the sales

season occurring primarily in the January-March period each year. Accordingly, Rubicon’s Interim Reviews do not

cover the US sales season, which means recorded sales revenue and unit volume data are not reported on in respect

of the US operations. This seasonality is refl ected in the brevity of the production discussion below.

ArborGen’s operational (production and revenue) objectives for its current fi scal year are driven by its fast

growing Brazil operation. Two years ago, in its initial production year in Brazil, ArborGen’s sales volume was

5 million units. This year the objective is to exceed 50 million units (eucalyptus and pine) – a ten-fold increase,

and a 65%+ increase on the previous year. As we have previously noted, a strong platform has now been built,

and the question becomes how to best fund the productive capacity needed to meet ArborGen’s aggressive

growth aspirations there.

For the reasons (outside of ArborGen’s control) that were noted in our Annual Review (which affected last

year’s planting and the current year’s crop setting), production in ArborGen’s largest traditional market, the

US, is expected to be more or less fl at for the year. The severe weather conditions in the US South that we

previously reported on, also caused poor seed germination, which has impacted the production volumes set

for the current year. A germination plan has been put in place to mitigate a repeat of this issue in future

years. Despite that issue in the period, the average sales price per unit sold should still increase this year,

as ArborGen’s higher-value product sales as a percentage of its total sales continues to grow. Overall, the

percentage of ArborGen’s global loblolly and radiata pine sales sold in the form of advanced genetics should

be nearing 30% - a turning point.

Despite the fl at US production performance noted above, the expectation is that total ArborGen’s revenue

will lift by 12.5%+ year-on-year, to over US$40 million, aided by the growth achieved in Brazil and the increase

in average sales price to be recorded in the US.

The end result of the above is that ArborGen should remain on track to meet its EBITDA break-even target

(including the full expensing of all product research costs) in this current fi scal year. Although it has taken

a little longer than we would have hoped, this is an important milestone in ArborGen’s life. It has built the

leading technology and global commercialisation platform in the industry. It is now producing in excess of

340 million seedlings, per annum, globally, and has fi rmly established a new core commercialisation arena in

Brazil. It has also largely passed through the heavy product development spend phase, and past EBITDA losses,

which peaked at circa US$18 million per annum, are well behind it.

5
It should be noted that this fundamental EBITDA goal will not have been met by squeezing ArborGen’s

product development programme, which continues to advance to plan. In this respect, whilst the bulk of the

R&D programme is now clearly focused on genetic improvement in ArborGen’s MCP and varietal products

(both pine and eucalyptus), ArborGen also recently announced that it had received approval from CTN-Bio

(the regulatory authority in Brazil) to fi eld trial its new biotech improved herbicide tolerant product.

ArborGen continued with its balance sheet ‘tidy-up’ programme during the period, and opportunities to

reduce cost and free up capital are being enacted. One of those relates to surplus land sales, and these

continue to be advanced, not only in order to operate in a ‘capital light’ manner but also to free up capital

for growth.

Rubicon

Our very immediate objectives are to –

• See a positive conclusion to the Tenon Strategic Review and Clearwood sales process; and

• Reach agreement with our ArborGen partners as to the appropriate funding and value extraction plan

going forward.

Once those two matters are behind us, the value path for Rubicon will be much clearer for shareholders. We

would expect this clarity will emerge prior to 30 June this year.

Yours sincerely,

Stephen Kasnet

Chairman

1. This is on the basis of a US$ functional currency, for the period from the commencement of the Strategic Review through to its conclusion, adjusting

for dividends.

2. EBITDA (i.e. Earnings before Interest, Taxation, Depreciation and Amortisations) is a non-GAAP earnings fi gure that equity analysts tend to focus on for

comparable company performance, because that number removes distortions caused by differences in asset ages, depreciation policies, and debt:equity

structures. Refer also to Note 11 for further explanation.

6
RUBICON LIMITED AND SUBSIDIARIES

Consolidated Income Statement (Unaudited)

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

RUBICON GROUP

Notes

6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Dec 2015

US$m

Revenue479047

Cost of sales (36)(71)(37)

Gross earnings111910

Earnings by associate –1–

Distribution expense(5)(9)(5)

Administration expense(4)(6)(3)

Operating earnings excluding items below252

Impairment–(2)–

Strategic review costs–(1)–

Operating earnings before fi nacing expense222

Financing expense (2)(2)(1)

Earnings before taxation––1

Tax expense(2)––

Earnings after taxation from continuing operations (2)–1

Net profi t from discontinued operations94(24)3

Net Earnings2(24)4

Attributable to:

Rubicon shareholders–(16)1

Minority shareholders2(8)3

Net Earnings2(24)4

Basic / diluted earnings per share information (cents per share)–(3.9)0.2

Weighted average number of shares outstanding (millions of shares)409409409

The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

7
RUBICON LIMITED AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income (Unaudited)

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

Statement of Changes in Equity (Unaudited)

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

RUBICON GROUP

6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Dec 2015

US$m

Net Earnings2(24)4

Items that may be reclassifi ed to the Consolidated Income Statement:

Movement in currency translation reserve–(1)(1)

Movement in hedge reserve

–11

Other comprehensive income (net of tax)–––

Total comprehensive income2(24)4

Total comprehensive income attributable to:

Rubicon shareholders–(17)1

Minority shareholders 2(7)3

Total comprehensive income2(24)4

RUBICON GROUP

Notes

6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Dec 2015

US$m

Total comprehensive income2(24)4

Movement in minority shareholders’ equity:

Share buyback by Tenon(29)– –

Dividend

5 (1)(2)(1)

Total movement in shareholder equity attributable to:

Rubicon shareholders’ equity– (17)1

Minority shareholders’ equity

(28)(9) 2

Opening equity attributable to:

Rubicon shareholders140157157

Minority shareholders

4049 49

Opening total Group equity180206206

Closing equity attributable to:

Rubicon shareholders140140158

Minority shareholders 124051

Closing Total Group Equity152180209

The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

8
RUBICON LIMITED AND SUBSIDIARIES

Consolidated Statement of Cash Flows (Unaudited)

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

RUBICON GROUP

Notes

6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Dec 2015

US$m

Cash was provided from operating activities

Receipts from customers 202428212

Cash provided from operating activities202428212

Payments to suppliers, employees and other (199)(395)(202)

Tax paid–(1)–

Cash (used in) operating activities(199)(396)(202)

Net cash from (used in) operating activities33210

Sale of Tenon North American operations 108––

Investment in fi xed assets(1)(5)(3)

Investment in associate–(4)(1)

Net cash from (used in) operating activities107(9)(4)

Debt drawdowns 25189

Debt repayment(81)(29)(8)

Interest paid (2)(5)(2)

Return to Tenon minority shareholders by way of:

Capital return from Tenon (29)––

Dividend5(1)(2)(1)

Net cash from (used in) fi nancing activities(88)(18)(2)

Net movement in cash2254

Opening cash, liquid deposits and overdrafts 2(3)(3)

Closing Cash, Liquid Deposits and Overdrafts2421

Net Earnings2(24)4

Adjustment for:

Financing expense453

Depreciation 131

Taxation33 1

Earnings from associate –(1)–

Forest assets1––

Impairment and other non cash items–34–

Cash fl ow from operations before net working capital movement11209

Trade and other receivables2(2)2

Inventory (8)93

Trade and other payables(2)5(4)

Net working capital movement(8)121

Net cash from operating activities33210

The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

9
RUBICON LIMITED AND SUBSIDIARIES

Consolidated Balance Sheet (Unaudited)

AS AT 31 DECEMBER 2016

RUBICON GROUP

Notes

Dec 2016

US$m

Jun 2016

US$m

Dec 2015

US$m

Current assets

Cash and liquid deposits 2421

Trade and other receivables83631

Inventory107177

Total current assets42109109

Non current assets

Fixed assets 172626

Forest assets–11

Investment in associate 919187

Goodwill 185485

Deferred taxation asset5810

Total non current assets131180209

Total assests173289318

Current liabilities

Trade, other payables and provisions(12)(42)(33)

Current debt6(7)(29)(21)

Total current liabilities(19)(71)(54)

Term liabilities

Term debt6(2)(35)(55)

Deferred rent liabilites–(3)–

Total term liabilities(2)(38)(55)

Total liabilities(21)(109)(109)

Net Assets152180209

Equity

Share capital 188188188

Reserves7(48)(48)(30)

Equity attributable to Rubicon shareholders140140158

Equity attributable to minority shareholders124051

Total Group Equity152180209

The accompanying notes form part of and are to be read in conjunction with these fi nancial statements.

10
RUBICON LIMITED AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

1 BASIS OF PRESENTATION

The fi nancial statements presented are those of Rubicon Limited and Subsidiaries (the Group) for the six months from 1 July 2016 to 31

December 2016.

The fi nancial statements have been prepared in accordance with New Zealand International Accounting Standard 34, and do not include

all of the information required to be disclosed for full annual fi nancial statements.

These fi nancial statements should be read in conjunction with the audited fi nancial statements for the years ended 30 June 2016 and

30 June 2015, which have been prepared in accordance with New Zealand International Financial Reporting Standards (NZ IFRS) and

International Financial Reporting Standards (IFRS).

The presentation currency used in the preparation of these fi nancial statements is the United States dollar (US$), rounded to the nearest

million. Consequently all fi nancial numbers are in US$ unless otherwise stated.

Accounting Policies

There have been no changes in accounting policies during the period. The accounting policies applied are consistent with those applied

in the annual fi nancial statements for the year ended 30 June 2016.

The June 2016 and December 2015 income statements comparatives have been restated to refl ect the separation between continuing and

discontinued operations. Interest expense has been allocated between continuing and discontinued operations based on a percentage of

net assets, excluding tax balances.

2 APPROVAL OF ACCOUNTS

These consolidated fi nancial statements have been prepared on a consolidated Group basis and were approved for issue by the Board of

Directors on 24 February 2017.

3 USE OF ESTIMATES AND JUDGEMENT

The preparation of fi nancial statements in conformity with NZ IFRS requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the fi nancial statements and

the reported amounts of revenues and expenses during the reporting period (refer June 2016 statutory report, note 4, for greater detail).

Actual results could differ from those estimates.

4 TENON STRATEGIC REVIEW

On 1 December 2016, Tenon settled the sale of its US distribution business to Blue Wolf for $113 million. The initial sale price of $110

million was increased by $3 million due to an increase in the level of working capital between signing the sale and purchase agreement in

August 2016 and settlement on 1 December 2016. The proceeds of the sale, after repayment of Tenon’s debt obligations at 30 November

2016, was repaid to shareholders as a $71 million capital return on 23 December 2016. The US operations have been classifi ed as

discontinued (refer to note 9).

In September 2016 agreement was reached to sell the Australian operations, with settlement in October 2016. Australia was a small

branch of the New Zealand Clearwood operations, which was not considered a separate geographic segment, and it has not been

not treated as a discontinued operation for reporting purposes. Tenon’s remaining operating assets, after the US business sale, are its

Clearwood manufacturing operation in New Zealand and related global sales operations. The New Zealand Clearwood and Australian

operations are reported as continuing operations.

See note 10 for announcement on the proposed sale of the Clearwood operations.

11
RUBICON LIMITED AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

5 TENON DIVIDEND PAYMENT

On 16 September Tenon paid a dividend of NZ$6.5 cents per share (cps) (April 2016: NZ$5.75 cps, November 2015: NZ$5.0 cps).

The total dividend paid was NZ$4 million (US$3 million) (June 2016: NZ$7 million, US$5 million, December 2015: NZ$3 million, US$2

million), of which Rubicon received NZ$2.5 million (US$1.8 million) (June 2016: NZ$4 million, US$3 million, December 2015: NZ$1.9

million, US$1.2 million). Upon consolidation the dividends paid to Rubicon are eliminated and only the dividend paid to minority

shareholders, $1.2 million (June 2016: $2 million, December 2015: $0.8 million), are shown in the statement of changes in equity and

cash fl ow statement.

6 CURRENT DEBT AND TERM DEBT

On 18 November 2016, Tenon announced that it had signed a new two-year bank facility with the Bank of New Zealand comprising a

$20 million amortising revolving cash advance facility and a $5 million working capital facility. This new bank facility replaced the previous

syndicated debt fi nancing facility which was repaid on 1 December 2016 concurrent with the sale of Tenon’s US operations.

Tenon’s new cash advance facility limit reduces by $2.5 million on both the 30 June 2017 and 30 June 2018 and the total facility expires

on 31 January 2019. Tenon’s new facility has standard business covenants relating to business operations and a fi nancial leverage ratio.

The fi nancial leverage ratio is calculated as a ratio of net debt to EBITDA

(1)

, with the maximum permitted net debt being 2.5 times EBITDA.

Under this new facility, permitted distributions (dividends and capital returns) are limited depending on the source of funding:

- Distributions funded from the US business sale proceeds have no restrictions,

- Aggregated distributions funded from the cash advance facility is limited to US$20 million over the life of the facility, and

- Distributions which are not otherwise funded from the cash advance facility or sale of US business sale proceeds, are restricted to

100% of NPAT if the leverage ratio is less than two times and 75% of NPAT is the leverage ratio is greater than two times.

As at 31 December 2016, Tenon had $2 million drawn under the amortising revolving cash advance facility and a cash balance of

$2 million.

Rubicon utilised the proceeds of Tenon’s capital return to repay in full its $20 million ANZ facility. At 31 December Rubicon had only

$7 million of subordinated unsecured debt notes (Notes) outstanding. These Notes had a maturity date of 2 January 2017 and interest

payable (which will accrue until maturity), of 12% per annum on the amount drawn, which refl ects the unsecured nature of the debt. In

December the Note holders agreed to extend the maturity date to 1 July 2017.

At 31 December the Group held cash of $24 million (Rubicon $22 million, Tenon $2 million), bank debt of $2 million (Tenon) and

outstanding subordinated Notes of $7 million (Rubicon).

All term debt facilities are denominated in US dollars.

(1) EBITDA is a Non-GAAP fi nancial measure, refer to note 11.

12
RUBICON LIMITED AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

7 RESERVES

RUBICON GROUP

Dec 2016

US$m

Jun 2016

US$m

Dec 2015

US$m

Retained earnings

Opening balance(46)(30)(30)

Net earnings –(16)1

Closing balance(46)(46)(29)

Revaluation reserve

Opening balance 111

Closing balance111

Currency translation reserve

Opening balance(3)(2)(1)

Translation of independent foreign operations –(1)(1)

Closing balance(3)(3)(2)

Total reserves(48)(48)(30)

13
RUBICON LIMITED AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

8 SEGMENTAL INFORMATION SUMMARY

The Group has two reportable segments and their analysis is as follows:

RUBICON GROUP

6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Dec 2015

US$m

Appearance and wood products

Continuing operating revenue479047

Discontinued operations revenue160359173

Less intercompany revenue (7)(19)(10)

Operating revenue200430210

Total assets

(1)

59197231

Continuing operations earnings133

Discontinued operations earnings4(24)3

Segment net earnings5(21)6

Forestry genetics

Operating revenue–––

Total assets919187

Segment net earnings –1–

Total Group

Continuing operating revenue479047

Discontinued operations revenue160359173

Less intercompany revenue (7)(19)(10)

Operating revenue200430210

Segment assets

(1)

150288318

Corporate assets231–

Total assets173289318

Continuing operations earnings143

Discontinued operations earnings4(24)3

Less corporate costs and Rubicon fi nancing expense(3)(4)(2)

Net Earnings2(24)4

(1) The reduction in total assets refl ects Tenon’s goodwill impairment in June 2016 and the sale of its US distribution operations in

December 2016.

14
RUBICON LIMITED AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

9 DISCONTINUED OPERATIONS

North American distribution business

On 1 December 2016, Tenon settled the sale of its US Distribution business to Blue Wolf for $113 million

(1)

. The proceeds of the sale,

after repayment of Tenon’s debt obligations at 30 November 2016, was returned to shareholders as a $71 million capital return on

23 December 2016. After costs of sale Tenon recorded a $1 million loss on sale in the period. The fi ve months of trading, of the US

distribution business, have been treated as a North American distribution business.

RUBICON GROUP

6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Dec 2015

US$m

Gross revenue160359173

Less intercompany revenue (7)(19)(10)

Net operating revenue153340163

Profi t before taxation

(2)

6(20)4

Loss on disposal

(3)

(1)––

Tax expense on profi t before Taxation(1)(4)(1)

Net profi t after taxation from discontinued operations4(24)3

(1) The initial sale price of $110 million was increased by $3 million due to an increase in the level of working capital between signing

the sale and purchase agreement in August 2016 and settlement on 1 December 2016

.


(2) Profi t before taxation from discontinued operations includes:

Depreciation–2–

Financing expense

(4)

232


(3) Loss on disposal

6 Months

Dec 2016

US$m

Cash infl ow on sale of subsidiaries113

Cost of sale (5)

108

Recognised values on sale

Inventory68

Trade and other receivables28

Fixed assets

10

Goodwill

36

Trade and other payables(32)

Provision for taxation(1)

109

Net loss on sale (1)

15
RUBICON LIMITED AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

STATEMENT OF CASH FLOWS

for the period ended

RUBICON GROUP

6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Dec 2015

US$m

Net cash from:

Operating activities127 7

Investing activities108(1)(1)

Financing activities

(4)

(1)(3)(1)

Net cash from discontinued operations108235

(4) The Tenon debt facility was secured over all of Tenon’s assets, accordingly non-specifi c draw-downs and repayments of debt relating

to the repaid facility are classifi ed as continuing as they cannot be allocated. Discontinued fi nancing expense and fi nancing activities

cash fl ow relate to interest costs on US specifi c funding and interest paid on Tenon’s debt facility which has been allocated between

continuing and discontinuing on a percentage of net assets, excluding tax provisions.



10 POST BALANCE DATE EVENTS

Clearwood announcement

On 14 February 2017 Tenon’s independent directors announced they had signed an agreement to sell Tenon’s Clearwood operating

business to a group of investors (the consortium) for $55 million. The consortium, a Limited Partnership, comprises a group of private NZ

and US investors, and includes Rubicon, who will retain a 50% (approximately) interest in the consortium.

The purchase price is payable in cash and is conditional on, amongst other things, Tenon shareholders approving the sale at a Special

Shareholders’ Meeting to be held on 20 March 2017, with a settlement date of 28 April 2017. At the same meeting; Tenon will be

proposing that (subject to the sale being approved by shareholders) a pro-rata capital return of $43 million (of which Rubicon will receive

$25.7 million) be made to shareholders on settlement, that Tenon will seek de-listing from the New Zealand Stock Exchange and then for

Tenon to proceed to undertake a voluntary liquidation (after warranty claim period, six months after settlement) and return of all surplus

funds (currently estimated to be a further $5.8 million (of which Rubicon will receive $3.5 million)) to shareholders. The capital return will

be conducted by way of a court approved process.

RUBICON LIMITED AND SUBSIDIARIES
Notes to the Consolidated Financial Statements

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

11 NON-GAAP MEASURES

Rubicon uses EBITDA when discussing fi nancial performance. This is a non-GAAP fi nancial measure and is not recognised within IFRS. As

it is not uniformly defi ned or utilised this measure may not be comparable with similarly titled measures used by other companies. Non-

GAAP fi nancial measures should not be viewed in isolation nor considered as a substitute for measures reported in accordance with GAAP.

Management believes that EBITDA provides useful information, as it is used internally to evaluate performance, and it is also a measure that

equity analysts focus on for comparative company performance purposes, as the measure removes distortions caused by differences in asset

age, depreciation policies and debt:equity structures. The following tables reconcile Net Earnings to operating earnings before fi nancing

expense and to EBITDA for Tenon and the total Rubicon Group.


6 Months

Dec 2016

US$m

Year Ended

Jun 2016

US$m

6 Months

Jun 2016

US$m

6 Months

Dec 2015

US$m

Tenon

Net Earnings5(21)(27)6

plus Loss on disposal of discontinued operations1–––

plus Tax expense3431

plus Financing expense2312

Operating earnings before fi nancing expense11(14)(23)9

plus Depreciation and amortisations1321

EBITDA

(1)

12(11)(21)10

plus Strategic review costs and other expenses

(2)

13736 1

Underlying EBITDA13261511

less Discontinued Operations EBITDA (9)(19)(12)(7)

plus Support Costs

(1)

and Australia branch operating loss1532

Clearwood EBITDA51266

Total Rubicon Group

Net Earnings2(24)(28)4

plus Loss on disposal of discontinued operations1–––

plus Tax expense3431

plus Financing expense4523

Operating earnings before fi nancing expense10(15)(23)8

plus Depreciation and amortisations1321

EBITDA

(1)

11(12)(21)9

plus Strategic review costs and other expenses

(2)

13736 1

Underlying EBITDA12251510

(1) December 2016 includes Tenon’s FX losses of $0.3 million (June 2016: FX losses $0.4 million, December 2015: FX losses $0.6 million).

(2) Comprises Tenon’s strategic review costs $0.2 million and Texas warehouse consolidation costs of $0.6 million (June 2016: strategic

review costs $3 million, goodwill impairment $31 million, Australia impairment $2 million and Texas warehouse consolidation costs of

$1 million, December 2015: strategic review costs $1 million).


16

RUBICON LIMITED AND SUBSIDIARIES
Investor Information

INVESTOR ENQUIRIES / REGISTERED OFFICE

Level 1, 136 Customs Street West, Auckland

PO Box 68 249, Newton,

Auckland 1145, New Zealand

Telephone: 64 9 356 9800

Facsimile: 64 9 356 9801

Email: information@rubicon-nz.com

Website: www.rubicon-nz.com

STOCK EXCHANGE LISTING

The Company’s shares (RBC) are listed on the NZSX.

SHAREHOLDER ENQUIRIES

Shareholders with enquiries about share transactions or changes of

address should contact the Share Registrar:

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland

Private Bag 92 119,

Auckland 1142, New Zealand

Telephone: 64 9 488 8777

Facsimile: 64 9 488 8787

Email: enquiry@computershare.co.nz

ELECTRONIC COMMUNICATIONS

You can elect to receive your shareholder communications electronically.

To register, visit www.investorcentre.com/nz. To initially access this website,

you will need your CSN or Holder Number and FIN. You will be guided

through a series of steps to register your account, including setting up a new

user ID and password for on-going use of the website.

Once logged in, click on “My Profi le”. In the Communication preferences

panel, click “update”.

Alternatively send your name, address and CSN or holder number to

ecomms@computershare.co.nz advising you wish to receive your Rubicon

shareholder communications by email.

17

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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