Fletcher Building/Announcement
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FB successfully completes institutional shortfall bookbuild

Capital Raise20 April 2018FBUMaterials

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.