FB successfully completes institutional shortfall bookbuild
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Fletcher Building successfully completes institutional shortfall bookbuild
Auckland, 20 April 2018: Fletcher Building Limited is pleased to advise the successful completion of the institutional
shortfall bookbuild (“ Institutional Bookbuild”) of its NZ$750 million fully underwritten pro-rata accelerated 1 for 4.46
entitlement offer (“Entitlement Offer”) of new Fletcher Building Limited shares (“New Shares”). The Entitlement Offer
was announced on 17 April 2018.
The institutional shortfall bookbuild of 2.2 million entitlements was well supported by eligible institutional
shareholders and new investors. The clearing price under the Institutional Bookbuild was NZ$6.15 per share,
representing a premium of NZ$1.35 per share over the Entitlement Offer price of NZ$4.80, and pleasingly also a
premium to the Entitlement Offer theoretical ex-rights price of NZ$6.00. Eligible institutional shareholders who
elected not to take up their entitlements and ineligible institutional shareholders will receive NZ$1.35 for each
entitlement not taken up by them (less any withholding tax).
Amounts payable to eligible institutional shareholders who did not take up their full entitlement or ineligible
institutional shareholders with nominated Australian dollar bank accounts will be converted from New Zealand
dollars by the Registrar at the prevailing exchange rate for buying Australian dollars using New Zealand dollars at the
time of payment. That exchange rate may be different to the exchange rate used to set the A$ Offer Price.
Following ongoing shareholder reconciliations, the gross proceeds (excluding the premium) raised in the
Institutional Entitlement Offer and Institutional Bookbuild has increased to approximately NZ$515 million.
Announcement of A$ Offer Price
The A$ Price has been set at A$4.51. The A$ Offer Price was determined using the RBA AUD/NZD exchange rate on
Thursday 19 April 2018 at 4.00pm (Sydney time).
Commencement of Retail Entitlement Offer
Eligible retail shareholders with a registered address in New Zealand or Australia at 9:00pm (NZ time) / 7:00pm
(Sydney time) on the Record Date (19 April 2018) will be invited to participate in the Retail Entitlement Offer. The
Retail Entitlement Offer will open on Monday, 23 April 2018 and close at 7:00pm (NZ time) / 5:00pm (Sydney time)
on Friday, 11 May 2018. Eligible retail shareholders will have the opportunity to participate at the same offer price
and offer ratio as the Institutional Entitlement Offer. Eligible retail shareholders can choose to take up their
entitlements (“Retail Entitlements”) in whole, in part or not at all. Retail Entitlements cannot be traded or sold on
the NZX or ASX.
Retail Entitlements not taken up by eligible retail shareholders by the close of the Retail Entitlement Offer and the
entitlements of ineligible retail shareholders (had such ineligible retail shareholders been able to participate in the
Retail Entitlement Offer), will be offered for sale through a retail bookbuild to be conducted on Tuesday, 15 May
2018 (“Retail Bookbuild”).
Any proceeds (in excess of the Offer Price) from the sale of Retail Entitlements through the Retail Bookbuild will
be paid (net of any applicable withholding tax) on a pro rata basis to those eligible retail shareholders who do not
take up their entitlements in full or who are not eligible to participate in the Retail Entitlement Offer. There is no
guarantee that any amount will be realised for the sale of Retail Entitlements through the Retail Bookbuild.
Any amounts paid to eligible retail shareholders who do not take up their full entitlement or ineligible retail
shareholders with nominated A$ bank accounts will be converted from New Zealand dollars by the Registrar at
the prevailing exchange rate for buying Australian dollars using New Zealand dollars at the time of payment. That
exchange rate may be different to the exchange rate used to set the A$ Offer Price.
Recommencement of trading
Fletcher Building shares are expected to resume trading on the NZX and ASX today.
Further information and shareholder enquiries
Shareholders with any questions in relation to the Entitlement Offer, can contact the Fletcher Building Offer
Information Line on 0800 650 034 (within New Zealand) and 1800 501 366 (within Australia) or +64 9 488 8777
(outside of New Zealand or Australia) between 8.30am and 5:00pm (NZ time and Sydney time) Monday to Friday.
For other questions, shareholders should consult their broker, solicitor, accountant, financial adviser, or other
professional adviser.
#Ends
For further information please contact:
MEDIA
Leela Gantman
Head of Communications
+64 27 541 6338
Leela.gantman@fbu.com
INVESTORS AND ANALYSTS
Rodney Deacon
Head of Investor Relations
+64 21 631 074
Rodney.deacon@fbu.com
This announcement has been prepared for publication in New Zealand and Australia and may not be released or
distributed in the United States. This announcement does not constitute an offer, invitation or recommendation to
subscribe for or purchase any security or financial product and neither this announcement nor anything attached to
this announcement shall form the basis of any contract or commitment. In particular, this announcement does not
constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or any other jurisdiction in
which such an offer would be illegal. Any securities described in this announcement have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any
state or jurisdiction of the United States and may not be offered or sold directly or indirectly in the United States except
in transactions exempt from, or not subject to, the registration of the U.S. Securities Act and any other applicable U.S.
state securities laws.
Forward looking statements
This announcement contains forward looking statements, including statements of current intention, statements of
opinion and predictions as to possible future events. Forward looking statements should, or can generally, be
identified by the use of forward looking words such as “believe”, “expect”, “estimate”, “will”, “may”, “target” and
other similar expressions within the meaning of securities laws of applicable jurisdictions, and include but are not
limited to the expected outcome of the various and ongoing negotiations in connection to the Entitlement Offer.
Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward
looking statements. Such statements are not statements of fact and there can be no certainty of outcome in
relation to the matters to which the statements relate. These forward looking statements involve known and
unknown risks, uncertainties, assumptions and other important factors that could cause the actual outcomes to
be materially different from the events or results expressed or implied by such statements. Those risks,
uncertainties, assumptions and other important factors are not all within the control of Fletcher Building and
cannot be predicted by Fletcher Building and include changes in circumstances or events that may cause
objectives to change as well as risks, circumstances and events specific to the industry, countries and markets in
which Fletcher Building operates. They also include general economic conditions, exchange rates, interest rates,
competitive pressures, selling price, market demand and conditions in the financial markets which may cause
objectives to change or may cause outcomes not to be realised.
None of Fletcher Building or any of its subsidiaries, advisors or affiliates (or any of their respective officers,
employees or agents) makes any representation, assurance or guarantee as to the accuracy or likelihood of
fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking
statements. Statements about past performance are not necessarily indicative of future performance.
Key dates
Event Day Date
Trading halt lifted Friday 20 April 2018
Retail Entitlement Offer opens Monday
23 April 2018
Settlement of Institutional Entitlement Offer and
Institutional Bookbuild on ASX
Thursday
26 April 2018
Settlement and Allotment of New Shares under the Institutional
Entitlement Offer and Institutional Bookbuild on NZX Main Board
and commencement of trading of allotted New Shares on the
NZX Main Board and the ASX
Friday
27 April 2018
Retail Entitlement Offer closes 7:00pm (NZDT) and
5:00pm (Sydney time)
Friday
11 May 2018
Retail Bookbuild Tuesday
15 May 2018
Settlement of Retail Entitlement Offer and Retail
Bookbuild on ASX
Thursday
17 May 2018
Settlement of Retail Entitlement Offer Retail Bookbuild on NZX
Main Board and allotment of New Shares under the Retail
Entitlement Offer and Retail Bookbuild on NZX Main Board and
ASX
Friday
18 May 2018
Trading of New Shares commences on NZX Friday
18 May 2018
Trading of New Shares commences on ASX Monday
21 May 2018
Despatch of holding statement in respect of New Shares issued
under the Retail Entitlement Offer
Monday
21 May 2018
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.