Retail Entitlement Offer Documents
Page 1 of 2
Media/ASX and NZX Release
1
Sidley comments: July 21, 2020
Si
DOWNER DESPATCHES RETAIL INFORMATION BOOKLET
28 July 2020
Downer EDI Limited (ASX:DOW) (“Downer”) will today despatch the retail information booklet
(“Information Booklet”) and personalised entitlement and acceptance form to eligible retail
shareholders in connection with its fully underwritten 1 for 5.58 pro rata accelerated non-
renounceable entitlement offer (“Entitlement Offer”), as announced to the Australian Securities
Exchange (“ASX”) on 21 July 2020.
A letter to ineligible retail shareholders notifying them of the Entitlement Offer and their ineligibility
to participate will also be despatched today.
A copy of the Information Booklet is attached.
Eligible retail shareholders in Australia and New Zealand can obtain a copy of this Information
Booklet during the period of the Entitlement Offer by accessing the ASX website or accessing the
Downer offer website at www.downerentitlementoffer.com.
Retail Entitlement Offer
The retail component of the Entitlement Offer ("Retail Entitlement Offer") will open on Tuesday,
28 July 2020 and close at 5.00pm (Sydney, Australia time) on Friday, 14 August 2020.
Eligible retail shareholders on the record date (7.00pm, Sydney Time on Thursday, 23 July 2020)
will have the opportunity to invest in new shares at the offer price of A$3.75 per new share
[1]
. The
terms and conditions under which eligible retail shareholders may apply are outlined in the
Information Booklet.
Shareholders with a registered address outside Australia and New Zealand will be ineligible to
participate in the Retail Entitlement Offer.
Further Information
If you have any questions, you should seek advice from your stockbroker, accountant or other
independent professional adviser or the Downer Entitlement Offer Information Line on 1300 556
161 (within Australia) or +61 3 9415 4000 (outside Australia) at any time between 8:30 am to 5:00
pm (Sydney time) on Monday to Friday, up to the closing date of the Retail Entitlement Offer at
5:00 pm (Sydney time) on Friday, 14 August 2020.
[1]
Eligible retail shareholders may also subscribe in NZD. The NZD equivalent of the AUD offer price is specified in the Information
Booklet.
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
www.downergroup.com
Not for distribution or release in the United States
Not for distribution or release in the United States
Page 2 of 2
Authorised for release by Downer’s Company Secretary, Robert Regan.
For further information please contact:
Michael Sharp, Group Head of Corporate Affairs and Investor Relations +61 439 470 145
IMPORTANT INFORMATION
Not for distribution or release in the United States
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in
the United States or any other jurisdiction in which, or to any person to whom, such an offer would be illegal.
Neither the entitlements nor the new shares of Downer issued under the Entitlement Offer have been, nor
will be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or the
securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements and such
securities may not be taken up by, or offered or sold to, directly or indirectly, any person in the United States,
or to any person acting for the account or benefit of any person in the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable securities laws of any state or other jurisdiction of the United States.
About Downer
Downer is the leading provider of integrated services in Australia and New Zealand and customers are at the
heart of everything it does. It exists to create and sustain the modern environment and its promise is to work
closely with its customers to help them succeed, using world-leading insights and solutions to design, build
and sustain assets, infrastructure and facilities. For more information visit downergroup.com.
Not for distribution or release in the United States
Retail
Entitlement
Offer
Information
Booklet
Downer EDI Limited
ACN 003 872 848
1 for 5.58 pro-rata accelerated
non-renounceable entitlement
offer of ordinary shares in
Downer EDI Limited (New
Shares) at an Offer Price of $3.75
(or NZ$4.02) per New Share
Offer closes at 5:00pm
(Sydney time) on
Friday, 14 August 2020
Not for distribution or release in
the United States
This is an important document which is
accompanied by a personalised Entitlement and
Acceptance Form and both should be read in their
entirety. This document is not a prospectus under
the Corporations Act and has not been lodged
with the Australian Securities and Investments
Commission (ASIC).
If you have any questions, you should seek
advice from your stockbroker, accountant or
other independent professional adviser or call
the Entitlement Offer Information Line on
1300 556 161 or +61 3 9415 4000 (outside Australia)
at any time between 8:30am to 5:00pm (Sydney
time) on Monday to Friday during the Retail
Entitlement Offer period.
This Information Booklet should be read in its entirety (including the
accompanying Entitlement and Acceptance Form) before you decide
to participate in the Retail Entitlement Offer. In particular, the Investor
Presentation in section 4 of this Information Booklet details important
factors and risks that could affect the financial and operating performance
of Downer EDI Limited ACN 003 872 848 (DOW). Please refer to the
‘Key Risks’ sections of the Investor Presentation for details. When making
an investment decision in connection with the Retail Entitlement Offer, it
is essential that you consider these risk factors carefully in light of your
individual personal circumstances, including financial and taxation
issues (some of which have been outlined in section 3 of this
Information Booklet).
NO OVERSEAS OFFERING
This Information Booklet and the accompanying Entitlement and
Acceptance Form do not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful to make such an
offer or invitation. In particular, this Information Booklet does not constitute
an offer to Ineligible Retail Shareholders.
This Information Booklet is not to be distributed in, and no offer of New
Shares under the Retail Entitlement Offer is to be made, in countries other
than Australia and New Zealand.
No action has been taken to register or qualify the Retail Entitlement
Offer, the Entitlements or the New Shares, or otherwise permit the public
offering of the New Shares, in any jurisdiction other than Australia and
New Zealand.
The distribution of this Information Booklet (including an electronic copy)
outside Australia and New Zealand, is restricted by law. If you come into
possession of the information in this Information Booklet, you should
observe such restrictions. Any non-compliance with these restrictions may
contravene applicable securities laws.
Foreign exchange control restrictions or restrictions on remitting funds
from your country to Australia may apply. Your Application for New Shares
is subject to all requisite authorities and clearances being obtained for
DOW to lawfully receive your Application Monies.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
None of the information in this Information Booklet or the accompanying
Entitlement and Acceptance Form constitutes an offer to sell, or the
solicitation of an offer to buy, any securities in the United States, or
in any jurisdiction in which, or to any person to whom, such an offer
would be illegal. Neither this Information Booklet (or any part of it), the
accompanying Australian Securities Exchange (“ASX”) Announcements
nor the accompanying Entitlement and Acceptance Form may be released
or distributed directly or indirectly, to persons in the United States.
The Entitlements and the New Shares (the Offer Securities) have not
been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (U.S. Securities Act) or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the Entitlements may not
be taken up or exercised by, and the New Shares may not be offered or
sold to, directly or indirectly, any person, in the United States or persons
who are acting for the account or benefit of a person in the United States,
except in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and applicable securities laws of
any state or other jurisdiction of the United States. The Offer Securities to
be offered and sold in the Retail Entitlement Offer may only be offered and
sold outside the United States in “offshore transactions” (as defined in Rule
902(h) under the U.S. Securities Act) in reliance on Regulation S under the
U.S. Securities Act.
PAST PERFORMANCE
Investors should note that DOW’s past performance, including past share
price performance, cannot be relied upon as an indicator of (and provides
no guarantee or guidance as to) DOW’s future performance including
DOW’s future financial position or share price performance.
FUTURE PERFORMANCE
This Information Booklet contains certain forward looking statements and
comments about future events, including DOW’s expectations about the
performance of its businesses and the effect of the funds raised under
the Entitlement Offer on those businesses. Forward looking statements
can generally be identified by the use of forward looking words such as:
“anticipate”, “believe”, “expect”, “estimate”, “should”, “will”, “plan”, “could”,
“may” “intends”, “guidance”, “project”, “forecast”, “target”, “likely” and
other similar expressions, and include, but are not limited to, statements
regarding outcome and effects of the Retail Entitlement Offer. Indications
of, and guidance or outlook on, future earnings or financial position or
performance are also forward looking statements and include statements
in this Information Booklet regarding the conduct and outcome of the
Entitlement Offer, the use of proceeds, and DOW’s outstanding debt.
You are cautioned not to place undue reliance on any forward looking
statement. While due care and attention has been used in the preparation
of forward looking statements, forward looking statements, opinions and
estimates provided in this Information Booklet are based on assumptions
and contingencies which are subject to change without notice, as are
statements about market and industry trends which are based on
interpretations of current market conditions. Forward looking statements
including projections, guidance on future earnings and estimates are
provided as a general guide only and should not be relied upon as an
indication or guarantee of future performance and may involve known and
unknown risks, uncertainties and other factors, many of which are outside
the control of DOW, its directors and management. A number of important
factors could cause DOW’s actual results to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such
forward looking statements, including the risk factors described in the
“Key Risks” section of this Information Booklet. Actual results, performance
or achievements may vary materially from any forward-looking statements
and the assumptions on which statements are based. Subject to any
continuing obligations under applicable law or any relevant ASX listing
rules, DOW disclaims any intent, or obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or results or otherwise.
DEFINITIONS AND TIME
Defined terms used in this Information Booklet are contained in section 6. All
references to time are to Sydney, Australia time, unless otherwise indicated.
CURRENCY
A reference to dollars ($) or cents (¢) in this Information Booklet is a
reference to Australian currency unless otherwise identified as New
Zealand currency (NZ$). The Offer Price of $3.75 has been converted into
New Zealand dollars at an exchange rate of $1 to NZ$1.0733 resulting in an
equivalent offer price of NZ$4.02 (rounded to two decimal places).
Section Page
Chairman’s Letter 2
Key Dates for the Entitlement Offer 4
1. Overview of the Entitlement Offer 5
2. How to Apply 7
3. Australian Taxation Considerations 11
4. ASX offer announcements 13
5. Important information 56
6. Glossary 58
Contents
2 Downer EDI Limited
28 July 2020
Dear Shareholder,
On behalf of the Directors of Downer EDI Limited (Downer), I am pleased to invite you to participate in a 1 for 5.58 fully underwritten
accelerated non-renounceable pro-rata entitlement offer (Entitlement Offer).
The Entitlement Offer is to strengthen Downer’s balance sheet, support the acquisition of the remaining shares in Spotless Group Holdings
Limited and provide flexibility for continued investment in Downer’s core Urban Services business.
Details of the Entitlement Offer
The Entitlement Offer comprises an institutional component (Institutional Entitlement Offer) and a retail component (Retail
Entitlement Offer). The Institutional Entitlement Offer was completed on Wednesday, 22 July 2020 and raised gross proceeds of
approximately $339 million, and was strongly supported by institutional shareholders with take-up of approximately 97% by eligible
institutional shareholders.
This information booklet (Information Booklet) relates to the Retail Entitlement Offer.
Under the Retail Entitlement Offer, eligible retail shareholders are entitled to subscribe for 1 New Shares for every 5.58 existing fully paid
ordinary shares in Downer (Shares) (Entitlement) held at 7:00pm (Sydney time) on Thursday, 23 July 2020 (Record Date), at a fixed
price of $
3.75 per share (or NZ$4.02 per share).
This is the same price which was offered to institutional investors who participated in the Institutional Entitlement Offer.
The Entitlement Offer will result in approximately 107 million new shares being issued, representing approximately 17.9% of Downer’s
existing shares on issue.
New Shares issued under the Entitlement Offer will rank equally with existing shares and will not be eligible for the 2020 interim
dividend of 14 cents per share to be paid on 25 September 2020 as this dividend had an ex-dividend date of 25 February 2020 and a
record date of 26 February 2020.
Your Entitlement cannot be traded on ASX. If you do not take up some or all of your Entitlement, your Entitlement will lapse.
Information Booklet
This Information Booklet is important and requires your immediate attention. It contains your personalised Entitlement and Acceptance
Form as well as important information including:
–Key Dates for the Entitlement Offer;
–Instructions on how to apply, setting out how to accept all or part of your Entitlement in the Retail Entitlement Offer if you choose to
do so; and
–the ASX Investor Presentation of 21 July 2020.
Your personalised Entitlement and Acceptance Form contains details of your Entitlement and instructions on how to apply for New Shares.
The Retail Entitlement Offer closes at 5:00pm (Sydney time) on Friday, 14 August 2020. To participate, you need to ensure that you have
completed your application by:
–paying Application Monies via BPAY® pursuant to the instructions that are set out on the Entitlement and Acceptance Form so that
your payment via BPAY® has been received by the Downer Share Registry by 5:00pm (Sydney time) on Friday, 14 August, 2020;
OR
–lodging your Entitlement and Acceptance Form, together with payment of Application Monies, by direct credit (in New Zealand
dollars only) or cheque, bank draft or money order so that it is received by the Downer Share Registry by 5:00pm (Sydney time) on
Friday, 14 August 2020.
Chairman’s Letter
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOWNER
www.downergroup.com
Downer Retail Entitlement Offer 3
Spotless Offer and Downer’s Urban Services Strategy
On 21 July 2020, Downer announced an intention to make an unconditional takeover offer to acquire all of the issued share capital of
Spotless Group Holdings Limited not already owned by Downer. Downer currently owns approximately 88% of the Spotless shares
(Spotless Offer).
Achieving full ownership of Spotless, one of Australia’s largest integrated service providers, is a key enabler for Downer’s Urban Services
strategy which is aimed at driving consistent earnings and reliable cash flow from servicing long term customers in critical government
and industry sectors.
Further information about the Spotless Offer and Downer’s Urban Services strategy is in Downer’s market announcement and the
Investor Presentation of 21 July 2020 included in this Information Booklet.
Additional information
Further information on the Entitlement Offer is detailed in this Information Booklet. You should read the entirety of this Information
Booklet carefully (including the “Key Risks” section of the Investor Presentation released to ASX on Tuesday, 21 July, 2020) before
deciding whether to participate in the Entitlement Offer.
Downer expects to release its full year 30 June 2020 financial results on 12 August 2020. The Investor Presentation of 21 July 2020
contains certain preliminary unaudited financial information for that financial period. When those 2020 financial results are released
you will be able to obtain copies of them by referring to the ASX announcements platform at www.asx.com.au or by contacting the
Entitlement Offer Information Line.
If you have any further questions about the Entitlement Offer, you should seek advice from your stockbroker, accountant or other
independent professional adviser, or you can call the Entitlement Offer Information Line on 1300 556 161 (within Australia) or
+61 3 9415 4000 (outside Australia) at any time between 8:30am and 5:00pm (Sydney time) on Monday to Friday during the
Retail Entitlement Offer period.
The Board of Directors of Downer looks forward to your participation in the Entitlement Offer.
Yours sincerely,
Michael Harding
Chairman,
Downer EDI Limited
4 Downer EDI Limited
EVENTDATE
Entitlement Offer announced and Institutional Entitlement Offer opensTuesday, 21 July 2020
Announcement of results of Institutional Entitlement OfferWednesday, 22 July 2020
Record Date to determine eligibility to participate in the Entitlement Offer7:00pm (Sydney time) on Thursday, 23 July 2020
Retail Entitlement Offer opens and Information Booklet despatchedTuesday, 28 July 2020
Issue of New Shares under the Institutional Entitlement OfferFriday, 31 July 2020
Announcement of Downer FY20 results
Expected lodgement of Bidder’s Statement for the Spotless Offer
Wednesday, 12 August 2020
Retail Entitlement Offer Closes5:00pm (Sydney time) on Friday, 14 August 2020
Issue of New Shares under the Retail Entitlement OfferFriday, 21 August 2020
Trading of New Shares issued under the Retail Entitlement Offer
expected to commence on ASX
Monday, 24 August 2020
Holding Statements sent to Retail ShareholdersTuesday, 25 August 2020
Note: The timetable above is indicative only and subject to change. Downer reserves the right to amend any or all of these events, dates and
times subject to the Corporations Act, ASX Listing Rules and other applicable laws.
In particular, Downer reserves the right to extend the closing date of the Entitlement Offer, to accept late applications either generally
or in particular cases or to withdraw the Retail Entitlement Offer without prior notice. Any extension of the closing date will have a
consequential effect on the allotment date of New Shares. The commencement of quotation of New Shares is subject to confirmation
from ASX. All references to time in this Information Booklet are to Sydney, Australia time.
Enquiries
If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser, or call
the Entitlement Offer Information Line on 1300 556 161 or +61 3 9415 4000 (outside Australia) at any time between 8:30am and 5:00pm
(Sydney time) on Monday to Friday during the Retail Entitlement Offer period.
Key Dates for the Entitlement Offer
Downer Retail Entitlement Offer 5
1.1 Entitlement Offer
The Entitlement Offer is an offer of approximately 107 million
New Shares at the Offer Price of $3.75 (or NZ$4.02) per New
Share. All Eligible Institutional Shareholders and all Eligible Retail
Shareholders are entitled to subscribe for 1 New Shares for every
5.58 Shares held at 7:00pm (Sydney time) on the Record Date.
The Entitlement Offer is comprised of two parts:
–the Institutional Entitlement Offer – Eligible Institutional
Shareholders were invited to take up their Entitlements.
New Shares equivalent to the number not taken up by
Eligible Institutional Shareholders under the Institutional
Entitlement Offer, as well as Entitlements of certain Ineligible
Institutional Shareholders were offered to Eligible Institutional
Shareholders who applied for New Shares in excess of their
Entitlement, as well as to certain other Institutional Investors.
The Institutional Entitlement Offer was completed on
Wednesday, 22 July 2020. The Institutional Entitlement Offer
raised approximately $339 million;
–the Retail Entitlement Offer – Eligible Retail Shareholders are
now being invited to take up all or part of their Entitlements.
The Entitlement Offer is fully underwritten and is
non-renounceable, which means that Entitlements are
non-transferable and cannot be sold or traded on the ASX
or otherwise.
New Shares issued under the Entitlement Offer will rank equally
with existing shares and will not be eligible for the 2020 interim
dividend of 14 cents per share to be paid on 25 September 2020
as this dividend had an ex-dividend date of 25 February 2020 and
a record date of 26 February 2020. The Retail Entitlement Offer
closes at 5:00pm (Sydney time) on Friday, 14 August 2020, with
New Shares to be issued on Friday, 21 August 2020.
1.2 Who is eligible to participate in the Retail
Entitlement Offer
Under the Retail Entitlement Offer, Eligible Retail Shareholders
are being offered the opportunity to subscribe for 1 New Share for
every 5.58 Shares held as at the Record Date (7:00pm (Sydney
time) on Thursday, 23 July 2020), at the Offer Price of $3.75 (or
NZ$4.02) per New Share.
Eligible Retail Shareholders are those Shareholders who:
(a) are not Eligible Institutional Shareholders or Ineligible
Institutional Shareholders;
(b) are registered as a holder of Shares as at the Record Date,
being 7:00pm (Sydney time) on Thursday, 23 July 2020;
(c) as at the Record Date, have a registered address in Australia
or New Zealand;
(d) are not in the United States and are not acting for the
account or benefit of a person in the United States (to the
extent they are holding Shares for the account or benefit of a
person in the United States); and
(e) are eligible under all applicable securities laws to receive an
offer under the Entitlement Offer without any requirement for
a prospectus, product disclosure statement or offer document
to be lodged or registered.
Downer may (in its absolute sole discretion) extend the Retail
Entitlement Offer to any institutional shareholder who was eligible
to participate in the Institutional Entitlement Offer but was not
invited to participate in the Institutional Entitlement Offer and was
not treated as an Ineligible Institutional Shareholder under the
Entitlement Offer (subject to compliance with applicable laws).
Determination of eligibility of investors for the purposes of the
Entitlement Offer is determined by reference to a number of
matters, including legal and regulatory requirements, logistical
and registry constraints and the discretion of Downer and the
Underwriters. To the maximum extent permitted by law, each
of Downer and the Underwriters disclaim any duty or liability
(including for fault or negligence) in respect of that determination
and the exercise or otherwise of that discretion.
1.3 What is your Entitlement
Your Entitlement is set out on the accompanying personalised
Entitlement and Acceptance Form and has been calculated as
1 New Share for every 5.58 Shares you held as at the Record Date,
being 7:00pm (Sydney time) on Thursday, 23 July 2020. If the
result is not a whole number your Entitlement will be rounded up
to the nearest whole number. If you have more than one registered
holding of Shares, you will be sent more than one personalised
Entitlement and Acceptance Form and you will have separate
Entitlements for each separate holding.
Note: The Entitlement stated on your personalised Entitlement
and Acceptance Form may be in excess of the actual Entitlement
you may be permitted to take up; for example, you are not
permitted to take up an Entitlement to the extent you are holding
Shares for the account or benefit of a person in the United States
(see definition of Eligible Retail Shareholders in section 1.2 of this
Information Booklet).
1.4 Can you trade your Entitlement
The Entitlement Offer is non-renounceable, which means
that your Entitlement is personal to you and non-transferable
and cannot be sold or traded on ASX or any other exchange,
or assigned or otherwise dealt with. If you do not take up your
Entitlements by 5:00pm (Sydney time) on Friday, 14 August 2020,
your Entitlement will lapse.
By allowing your Entitlement to lapse you will forgo any exposure
to increases or decreases in the value of the New Shares had
you taken up your Entitlement. Your percentage shareholding in
Downer will also be diluted.
1. Overview of the Entitlement Offer
6 Downer EDI Limited
1.5 Reconciliation
The Entitlement Offer is a complex structure and in some
instances Shareholders may believe that they will own more
Shares in Downer than they actually do on the Record Date. This
results in a need for reconciliation.
If reconciliation is required, it is possible that Downer may need to
issue a small quantity of additional New Shares (Top-Up Shares)
to ensure all Eligible Shareholders receive their full Entitlement.
These Top-Up Shares would be issued at the Offer Price.
1.6 ASX quotation
Subject to approval being granted, quotation of the New Shares is
expected to commence on:
–Friday, 31 July 2020 for New Shares issued under the
Institutional Entitlement Offer (on a normal settlement basis);
and
–Monday, 24 August 2020 for New Shares issued under the
Retail Entitlement Offer (on a normal settlement basis).
Holding statements will be despatched in accordance with the
Listing Rules. It is the responsibility of each applicant to confirm
their holding before trading in New Shares. Any applicant who
sells New Shares before receiving confirmation of their holding
in the form of a holding statement will do so at their own
risk. Downer and the Underwriters disclaim all liability (to the
maximum extent permitted by law) to persons who trade New
Shares before receiving their holding statements, whether on the
basis of confirmation of the allocation provided by Downer, the
Underwriters, the Registry or otherwise.
1.7 Ineligible Retail Shareholders
All Shareholders who are not Eligible Retail Shareholders,
Eligible Institutional Shareholders or Ineligible Institutional
Shareholders are ineligible retail shareholders (Ineligible Retail
Shareholders). Ineligible Retail Shareholders will not be entitled
to participate in the Retail Entitlement Offer.
Downer has determined that it would be unreasonable on this
occasion to extend the Retail Entitlement Offer to Ineligible Retail
Shareholders, having regard to the number of Shares held by
Ineligible Retail Shareholders, the number and value of New Shares
that they would be offered and the costs of complying with the
legal and regulatory requirements which would apply to an offer of
Shares to Ineligible Retail Shareholders in those places.
1.8 Adjustments of Entitlements
(a) Adjusting Entitlements
Downer reserves the right (in its absolute sole discretion)
to reduce the number of New Shares allocated to Eligible
Retail Shareholders, or persons claiming to be Eligible Retail
Shareholders, if their claims prove to be overstated or they fail to
provide information to substantiate their claims.
(b) Adjusting for subscriptions in excess of Entitlement
If any Shareholder subscribes under the Entitlement Offer for
New Shares in excess of its Entitlements then in the absolute
discretion of Downer and the Underwriters, the relevant
Shareholder may be required to transfer to the Underwriters the
excess New Shares at the Offer Price of $3.75 (or NZ$4.02). If
necessary, the relevant Shareholder will be required to transfer
existing Shares held by them or to purchase Shares on market to
meet this obligation. The relevant Shareholder will bear any and
all losses caused by subscribing for New Shares in excess of its
Entitlement and any actions it is required to take in this regard.
(c) Acknowledgement
By taking up or exercising an Entitlement, Eligible Shareholders
irrevocably acknowledge and agree to do any of the above
as required by Downer and the Underwriters in their absolute
discretion. Shareholders also acknowledge that:
–there is no time limit on the ability of Downer and the
Underwriters to require any of the actions set out above; and
–where Downer and the Underwriters exercise their right to
correct a Shareholder’s Entitlement, the Shareholder is treated as
continuing to accept or not take up any remaining Entitlement.
1.9 FY20 Full Year Results
Downer expects to release its full year 30 June 2020 financial
results on 12 August 2020. The Investor Presentation of
21 July 2020 contains certain preliminary unaudited financial
information for that financial period. When those 2020 financial
results are released you will be able to obtain copies of them by
referring to the ASX announcements platform at www.asx.com.au
or by contacting the Entitlement Offer Information Line.
1. Overview of the Entitlement Offer (continued)
Downer Retail Entitlement Offer 7
2.1 What you may do – choices available
If you have any questions about any aspect of the Entitlement
Offer, you should seek advice from your stockbroker, accountant
or other independent professional adviser, or call the Entitlement
Offer Information Line on 1300 556 161 or +61 3 9415 4000
(outside Australia) at any time between 8:30am and 5:00pm
(Sydney time) on Monday to Friday during the Retail Entitlement
Offer period. You should also refer to the “Key Risks” section of
the Investor Presentation.
The number of New Shares to which Eligible Retail Shareholders
are entitled is shown on the accompanying Entitlement and
Acceptance Form. If you are an Eligible Retail Shareholder, you
may do any one of the following:
–take up all of your Entitlement in full (see section 2.2 of this
Information Booklet); or
–take up part of your Entitlement and let the balance lapse
(see section 2.3 of this Information Booklet); or
–do nothing and let your Entitlement lapse (see section 2.4 of
this Information Booklet).
You should note that if you do not take up all of your Entitlement,
your percentage shareholding in Downer will be diluted.
2.2 If you wish to take up all of your Entitlement
If you decide to take up all of your Entitlement and you wish to
pay by cheque, bank draft or money order you should:
–complete the personalised Entitlement and Acceptance Form
by following the instructions set out on the personalised
Entitlement and Acceptance Form;
–attach payment for the full amount payable (being the Offer
Price multiplied by the number of New Shares comprising
your Entitlement to the form; and
–return the Entitlement and Acceptance Form together
with payment to the Registry so that it is received by 5:00pm
(Sydney time) on Friday, 14 August 2020.
If you wish to take up all of your Entitlement and you wish to pay by
B
PAY®
3
you should make your payment by BPAY® for the full amount
payable (being the Offer Price multiplied by the number of New
Shares comprising your Entitlement so that it is received by 5:00pm
(Sydney time) on Friday, 14 August 2020.
If you choose to pay by B
PAY® you are not required to submit the
personalised Entitlement and Acceptance Form but are taken to
make the statements on that form.
If you take up and pay for your Entitlement so that payment is
received before the Closing Date, you will be allotted your New
Shares on Friday, 21 August 2020. Downer’s decision on the
number of New Shares allotted to you will be final.
2.3 If you wish to take up part of your Entitlement
If you decide to take up part of your Entitlement and reject the
balance and you wish to pay by cheque, bank draft or money
order you should:
–complete the personalised Entitlement and Acceptance Form by
following the instructions set out on the personalised Entitlement
and Acceptance Form indicating the number of New Shares
you wish to take up. This will be less than your Entitlement as
specified on the Entitlement and Acceptance Form;
–attach payment for the full amount payable (being the Offer
Price multiplied by the number of New Shares you are taking
up – you will need to calculate this number yourself) to the
form; and
–return the Entitlement and Acceptance Form to the
Registry so that it is received by 5:00pm (Sydney time) on
Friday, 14 August 2020.
If you wish to take up part of your Entitlement and reject the
balance and you wish to pay by B
PAY® you should make your
payment by BPAY
®
for the full amount payable (being the Offer
Price multiplied by the number of New Shares you are taking
up – you will need to calculate this number yourself).
If you choose to pay by B
PAY® you are not required to submit the
personalised Entitlement and Acceptance Form but are taken to
make the statements on that form.
If you take up and pay for your Entitlement so that payment is
received before the Closing Date, you will be allotted your New
Shares on Friday, 21 August 2020. Downer’s decision on the
number of New Shares allotted to you will be final.
2.4 If you do not wish to take up your Entitlement
If you do not wish to take up all or any part of your Entitlement, do
not take any further action and all or that part of your Entitlement
will lapse.
By allowing your Entitlement to lapse, you will forgo any exposure
to increases or decreases in the value of the New Shares you
would have acquired had you taken up your Entitlement and you
will not receive any value for your Entitlement. Your percentage
shareholding in Downer will also be diluted to the extent that New
Shares are issued under the Entitlement Offer.
2. How to Apply
3
BPAY® is a bill payment service. For further information, please see http://www.bpay.com.au/.
8 Downer EDI Limited
2.5 Payment
(a) General
The Offer Price of $3.75 (or NZ$4.02) per New Share accepted is
payable on acceptance of your Entitlement.
If you wish to pay in Australian dollars, you can pay in the
following ways:
–BPAY®; or
–cheque, bank draft, money order.
If you wish to pay in New Zealand dollars, you can pay by
direct credit.
Cash payments will not be accepted. Receipts for payment will
not be issued.
Application Monies received from Eligible Retail Shareholders will
be held in the Downer Entitlement Offer Account solely for the
purpose of holding the Application Monies.
Downer reserves the right to cancel the Entitlement Offer at any
time prior to the allocation of New Shares under the Institutional
Entitlement Offer. If the Entitlement Offer is cancelled, all
Application Monies will be refunded without interest. To the
fullest extent permitted by law, each Eligible Retail Shareholder
agrees that any Application Monies paid by them to Downer will
not entitle them to any interest against Downer and that any
interest earned in respect of Application Monies will belong to
Downer. This will be the case, whether or not all or none (if the
Entitlement Offer is withdrawn) of the New Shares applied for by
a person are issued to that person.
Downer will treat you as applying for as many New Shares as your
payment will pay for in full up to your Entitlement
Any Application Monies received for more than your final
allocation of New Shares will be refunded (except for where the
amount is less than $1.00 in which case it will be donated to a
charity chosen by Downer) as soon as practicable after the close
of the Retail Entitlement Offer. No interest will be paid on any
Application Monies received or refunded.
(b) Payment by BPAY® (in Australian dollars only)
For payment by BPAY® in Australian dollars, please follow the
instructions on the personalised Entitlement and Acceptance
Form (which includes the biller code and your unique reference
number, or the direct credit banking account if you have a
registered address in New Zealand). You can only make a
payment via BPAY® if you are the holder of an account with an
Australian financial institution that supports BPAY® transactions.
If you are paying by B
PAY®, please make sure to use the specific
Biller Code and unique Reference Number on your Entitlement
and Acceptance Form.
If you have multiple holdings and receive more than one
Entitlement and Acceptance Form, when taking up your
Entitlement in respect of one of those holdings, please only use
the Customer Reference Number specific to the Entitlement
on that form. If you do not use the correct Customer Reference
Number specific to that holding, your Application will not be
recognised as valid. If you inadvertently use the same Customer
Reference Number for more than one of your Entitlements, you
will be deemed to have applied for only your Entitlement to which
that Customer Reference Number applies and any excess amount
will be refunded.
Please note that should you choose to pay by BPAY®:
–you do not need to submit the personalised Entitlement and
Acceptance Form but are taken to have made the statements
on that personalised Entitlement and Acceptance Form; and
–if you do not pay for your full Entitlement, you are deemed
to have taken up your Entitlement in respect of such whole
number of New Shares which is covered in full by your
Application Monies.
It is your responsibility to ensure that your B
PAY® payment is
received by the Registry by no later than 5:00pm (Sydney time)
on Friday, 14 August 2020.
You should be aware that your Australian financial institution
branch may implement earlier cut-off times with regard to
electronic payment and you should therefore take this into
consideration when making payment.
(c) Payment by direct credit (in New Zealand dollars only)
For payment by direct credit in New Zealand dollars, please follow
the instructions on the personalised Entitlement and Acceptance
Form (including the direct credit banking account and your
unique Direct Credit Reference number). You can only make a
payment via direct credit if you are the holder of an account with
a New Zealand financial institution that supports direct credit
transactions.
If you are paying by direct credit (for New Zealand only), please
make sure to use the direct credit banking account and the
unique Direct Credit Reference number on your Entitlement and
Acceptance Form.
If you have multiple holdings and receive more than one
Entitlement and Acceptance Form, when taking up your
Entitlement in respect of one of those holdings, please only use the
Direct Credit Reference Number specific to the Entitlement on that
Form. If you do not use the correct Direct Credit Reference Number
specific to that holding, or inadvertently use the same Direct Credit
Reference Number for more than one of your Entitlements, your
application will not be recognised as valid.
2. How to Apply (continued)
Downer Retail Entitlement Offer 9
Please note that should you choose to pay by direct credit:
–you do not need to submit the personalised Entitlement and
Acceptance Form but are taken to have made the statements
on that personalised Entitlement and Acceptance Form; and
–if you do not pay for your full Entitlement, you are deemed
to have taken up your Entitlement in respect of such whole
number of New Shares which is covered in full by your
Application Monies.
It is your responsibility to ensure that your direct credit payment
is received in the direct credit bank account on the Entitlement
and Acceptance Form by no later than 7.00pm (Auckland time)
on Friday, 14 August 2020. You should be aware that your
financial institution may implement earlier cut-off times with
regard to electronic payment and you should therefore take this
into consideration when making payment.
(d) Payment by cheque, bank draft or money order
(in Australian dollars only)
Your cheque, bank draft or money order must be:
–for an amount equal to $3.75 multiplied by the number of
New Shares that you are applying for; and
–in Australian currency drawn on an Australian branch of a
financial institution; and
–payable to “Downer EDI Limited” and crossed “Not Negotiable”.
If you wish to pay by cheque, bank draft or money order, you must
also complete your personalised Entitlement and Acceptance
Form in accordance with the instructions set out on that form and
return it to the Registry address below accompanied by a cheque,
bank draft or money order. You should consider postal and
cheque clearance timeframes in order to meet this deadline.
Downer EDI Limited
c/o Computershare Investors Services Pty Ltd
GPO Box 505, Melbourne VIC 3001
You should ensure that sufficient funds are held in the relevant
account(s) to cover the Application Monies as your cheque, bank
draft or money order will be processed on the day of receipt.
If the amount of your cheque, bank draft or money order for
Application Monies (or the amount for which the cheque, bank
draft or money order clears in time for allocation) is insufficient to
pay in full for the number of New Shares you have applied for in
your personalised Entitlement and Acceptance Form, you will be
taken to have applied for such lower whole number of New Shares
as your cleared Application Monies will pay for (and you will
be taken to have specified that number of New Shares on your
personalised Entitlement and Acceptance Form). Alternatively,
your application will not be accepted.
2.6 Entitlement and Acceptance Form is binding
A payment made through BPAY® or a completed and lodged
Entitlement and Acceptance Form together with the payment
of requisite Application Monies constitutes a binding offer
to acquire New Shares on the terms and conditions set out
in this Information Booklet and, once lodged or paid, cannot
be withdrawn. If the Entitlement and Acceptance Form is not
completed correctly it may still be treated as a valid Application
for New Shares. Downer’s decision whether to treat an
acceptance as valid and how to construe, amend or complete the
Entitlement and Acceptance Form is final.
By completing and returning your personalised Entitlement and
Acceptance Form or making a payment by B
PAY®, or otherwise
applying to participate in the Entitlement Offer, you:
(a) declare that:
(i) all details and statements made in the personalised
Entitlement and Acceptance Form are complete
and accurate;
(ii) you are over 18 years of age and have full legal capacity
and power to perform all your rights and obligations
under the Retail Entitlement Offer and your personalised
Entitlement and Acceptance Form;
(iii) you were the registered holder(s) at the Record Date of
the Shares indicated on the personalised Entitlement and
Acceptance Form as being held by you on the Record Date;
(b) acknowledge that:
(i) once Downer receives the Entitlement and Acceptance
Form with the requisite Application Monies or your
payment by B
PAY® you may not withdraw it except as
allowed by law;
(ii) you have read and understood this Information Booklet and
the personalised Entitlement and Acceptance Form; and
(iii) the information contained in this Information Booklet
is not investment advice or a recommendation that the
New Shares are suitable for you, given your investment
objectives, financial situation or particular needs;
(iv) this Information Booklet is not a prospectus, does not
contain all of the information you may require in order
to assess an investment in Downer and is given in the
context of Downer’s past and ongoing continuous
disclosure announcements to ASX;
(v) determination of eligibility of investors for the purposes
of the Entitlement Offer is determined by reference
to a number of matters, including legal and regulatory
requirements, logistical and registry constraints and the
discretion of Downer and the Underwriters;
10 Downer EDI Limited
(vi) to the maximum extent permitted by law, each of
Downer and the Underwriters disclaim any duty or
liability (including for fault or negligence) in respect of
that determination and the exercise or otherwise of that
discretion; and
(vii) neither Downer nor the Underwriters guarantees the
performance of the New Shares or the performance of
Downer nor do they guarantee the repayment of capital
from Downer;
(c) agree to:
(i) apply for, and be issued with up to, the number of New
Shares that you apply for at the Offer Price of $3.75 (or
NZ$4.02) per New Share; and
(ii) be bound by the terms of this Information Booklet and the
provisions of Downer’s constitution;
(d) authorise Downer to:
(i) register you as the holder of New Shares and authorise
Downer and its officers or agents to do anything on your
behalf necessary for the New Shares to be issued to you,
including to act on instruction of the Registry by using the
contact details set out in the personalised Entitlement and
Acceptance Form; and
(ii) correct any errors in your personalised Entitlement and
Acceptance Form or other form provided by you;
(e) represent and warrant that:
(i) the law of any place (other than Australia and New
Zealand) does not prohibit you from being given this
Information Booklet or making an application for New
Shares; and
(ii) you are an Eligible Retail Shareholder.
By completing and returning your Entitlement and Acceptance
Form with the requisite Application Monies or making a payment
by B
PAY® or otherwise applying to participate in the Retail
Entitlement Offer you will also be treated as:
(a) having represented and warranted that:
(i) you are not in the United States and are not applying for
New Shares on behalf of, or for the account or benefit of, a
person in the United States;
(ii) you and each person on whose account you are acting are
not engaged in the business of distributing securities;
(iii) you and each person on whose account you are acting
have not and will not send any materials relating to the
Entitlement Offer, including this Information Booklet and
the Entitlement and Acceptance Form, to any person that
is in the United States or that is acting for the account or
benefit of a person in the United States; and
(b) acknowledging and representing on your own behalf and on
behalf of each person on whose account you are acting that:
(i) you are not in the United States and you are not acting for
the account or benefit of a person in the United States (or,
in the event that you are acting for the account or benefit
of a person in the United States, you are not participating
in the Retail Entitlement Offer in respect of that person);
(ii) neither the Entitlements nor the New Shares offered in the
Entitlement Offer have been, or will be, registered under
the U.S. Securities Act or the securities laws of any state
or other jurisdiction of the United States;
(iii) the Entitlements may not be taken up by, and the New
Shares may not be offered or sold, directly or indirectly, to
persons in the United States or to persons who are acting
for the account or benefit of a person in the United States
(to the extent they are holding Shares for the account of
benefit of a person in the United States);
(iv) the New Shares to be offered and sold in the Retail
Entitlement Offer may only be offered and sold outside the
United States in “offshore transactions” (as defined in Rule
902(h) under the U.S. Securities Act) in compliance with
Regulation S under the U.S. Securities Act;
(v) if in the future you decide to sell or otherwise transfer any
New Shares, you will only do so in a transaction exempt
from, or not subject to, the registration requirements of
the U.S. Securities Act, including in a standard (regular
way) brokered transaction on the ASX where neither you
nor any person acting on your behalf knows, or has reason
to know, that the sale has been pre-arranged with, or that
the purchaser is, a person in the United States;
(vi) you have not and will not send this Information Booklet,
the Entitlement and Acceptance Form or any other
materials relating to the Retail Entitlement Offer to any
person in the United States or in any other country
outside Australia or New Zealand; and
(vii) if you are acting as a nominee or custodian, each
beneficial holder on whose behalf you are submitting the
Entitlement and Acceptance Form is resident in Australia
or New Zealand and is not in the United States and is not
acting for the account or benefit of a person in the United
States (or in the event that you are acting for the account
or benefit of a person in the United States, you are not
participating in the Retail Entitlement Offer in respect
of that person), and you have not sent this Information
Booklet, the Entitlement and Acceptance Form or any
information relating to the Retail Entitlement Offer to any
such person in the United States.
2. How to Apply (continued)
Downer Retail Entitlement Offer 11
Set out below is a general summary of the key Australian tax
implications of the Retail Entitlement Offer for Eligible Retail
Shareholders who are residents of Australia for tax purposes
and who hold their Shares and will hold their New Shares and
Entitlements on capital account for Australian tax purposes.
The summary below does not apply to Eligible Retail
Shareholders who:
(a) are not residents of Australia for tax purposes;
(b) hold their Shares or will hold their New Shares as revenue
assets or trading stock such as banks, insurance companies
and taxpayers carrying on a business of share trading;
(c) have acquired their Shares or will acquire their New Shares for
the purposes of resale at a profit;
(d) are subject to the Taxation of Financial Arrangements rules in
Division 230 of the Income Tax Assessment Act 1997 (Cth) in
respect of their Shares, New Shares or Entitlements;
(e) are exempt from Australian income tax; or
(f) acquired their Shares or will hold their New Shares or
Entitlements under an arrangement that constitutes an
‘employee share scheme’ for Australian tax purposes.
The summary below is intended as a general guide only and is
not an authoritative or complete statement of all potential tax
implications for each Eligible Retail Shareholder.
The summary below is not advice and should not be relied
on as such. It also does not take account of any individual
circumstances of any particular Eligible Retail Shareholder.
Taxation is a complex area of law and the taxation consequences
for each Eligible Retail Shareholder may differ depending on
their own particular circumstances. Accordingly, Eligible Retail
Shareholders should seek specific advice applicable to their
own particular circumstances from their own financial or tax
advisers. Neither Downer, nor any of its officers, nor its taxation
adviser, nor any other advisor to Downer, accepts any liability or
responsibility in respect of any statement concerning the taxation
consequences of the Retail Entitlement Offer.
The summary below is based on the law in effect as at the date
of this Information Booklet. Future changes in Australian taxation
law, including changes in interpretation or application of the
law by the courts or taxation authorities in Australia, may affect
the taxation treatment of the Retail Entitlement Offer and an
investment in the New Shares or the holding and disposal of
the New Shares. These comments do not address the taxation
implications of the Retail Entitlement Offer under the laws of any
jurisdiction other than the laws of Australia.
3.1 Issue of Entitlement
The issue of the Entitlement should not itself result in any
amount being included in the assessable income of an Eligible
Retail Shareholder.
3.2 Exercise of Entitlement
If you exercise all or part of your you will be allocated New Shares.
In this case:
(a) the Entitlement will cease to exist and a “CGT event” will
occur, but any capital gain or loss made on the exercise of the
Entitlement should be disregarded;
(b) the New Shares acquired as a result of exercising the
Entitlement should be treated for CGT purposes as having
been acquired on the day on which the Entitlement is
exercised; and
(c) the cost base (and reduced cost base) of the New Shares for
CGT purposes should include:
(i) where your existing Shares were acquired (or are taken to
be acquired for CGT purposes) on or after 20 September
1985, the Offer Price payable by you for those New Shares
plus certain non-deductible incidental costs you incur in
acquiring them (if any); or
(ii) where your existing Shares were acquired (or are taken to
be acquired) before 20 September 1985, the sum of the
market value of the Entitlement when it was exercised
and the Offer Price payable by you for those New Shares
plus certain non-deductible incidental costs you incur in
acquiring them (if any).
3.3 Entitlements not exercised
If you do not exercise all or part of your Entitlements, those
Entitlements will lapse and you will not receive any consideration
for the lapsed Entitlements. The lapsing of your Entitlements for
no consideration should not have any tax implications.
3. Australian Taxation Considerations
12 Downer EDI Limited
3.4 New Shares
If you exercise all or some of your Entitlement, you will acquire New
Shares for CGT purposes when the Entitlements are exercised. Any
future dividends or other distributions made in respect of those
New Shares should generally be subject to the ordinary taxation
treatment of dividends or other distributions made in respect of
shares held in an Australian resident company.
On any future disposal of New Shares, you may make a capital
gain or capital loss, depending on whether the capital proceeds of
that disposal are more than the cost base (in the case of a capital
gain) or less than the reduced cost base of those shares (in the
case of a capital loss).
Any capital gain arising to Eligible Retail Shareholders who
are individuals or trusts (other than trusts that are complying
superannuation funds) can generally be reduced by 50% (after
first offsetting any current year or prior year capital losses) if the
New Shares are held for at least 12 months between the date the
New Shares are treated as having been acquired (as outlined in
section 3.2 above) and the date of disposal for CGT purposes.
Taxation of trusts and their beneficiaries is a complex area of the
taxation law and trustees should seek specific advice in relation
to the tax consequences arising to them (and their beneficiaries)
of any capital gains of the trust.
For Eligible Retail Shareholders which are complying
superannuation funds, any capital gain can generally be reduced
by one-third (after first offsetting any current year or prior year
capital losses) if the New Shares are held for at least 12 months
between the date the New Shares are treated as having been
acquired (as outlined in section 3.2 above) and the date of
disposal for CGT purposes.
The CGT discount is generally not available to Eligible
Shareholders that are companies.
A capital loss made by an Eligible Shareholder can only be used
to offset a capital gain made in the same or later income year
(subject to satisfying any applicable utilisation tests). A capital
loss cannot be used to offset other income.
3.5 Other Australian taxes
On the basis that the exercise of Entitlements, even if viewed as
one arrangement between all of the Eligible Retail Shareholders,
will not result in a change of interests of 90% or more in Downer,
no stamp duty in any Australian jurisdiction should be payable
in respect of the grant or exercise of the Entitlements, or the
acquisition of the New Shares.
No Australian GST is payable in respect of the grant or exercise
of the Entitlements or the acquisition of New Shares. You may be
charged GST on costs (such as adviser fees) incurred relating to
the acquisition of Entitlements or the acquisition of New Shares,
for which you may not be entitled to input tax credits or only
entitled to reduced input tax credits depending on the type of
expense and your particular circumstances. In this regard you
should seek independent professional tax advice in relation to
your individual circumstances.
3. Australian Taxation Considerations (continued)
Downer Retail Entitlement Offer 13
4. ASX Offer Announcements
NOT FOR DISTRIB NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES UTION OR RELEASE IN THE UNITED STATES
Page 1 of 15
Media/ASX and NZX Release
1
CREATING A STRONGER DOWNER AND EQUITY RAISING
21 July 2020
¾ Downer expects to report Underlying EBITA
2
of $410 – $420 million and Underlying
NPATA of $210 – $220 million for the financial year ended 30 June 2020
¾ Despite the impacts of COVID-19, cash performance improved materially in the second
half of the financial year, with operating cash conversion at ~74% of Underlying
EBITDA, taking the full year operating cash conversion to ~40%
¾ Downer expects to recognise $386 million of charges outside its underlying result in
relation to goodwill impairment, restructuring and portfolio review costs, payroll
remediation, legal settlements and historical contract claims adjustments
¾ Statutory FY20
1
NPAT loss is expected to be in the range of $150 – $160 million
¾ Initiatives to reshape Downer as a focused Urban Services business with a stronger
platform for long term, sustainable growth:
x Achieving 100% ownership of Spotless
x Exiting non-core businesses
x Right-sizing cost base
¾ A$400 million equity raising to strengthen balance sheet, fund acquisition of the
remaining shares in Spotless and provide flexibility for continued investment in
Downer’s core business
¾ Downer will have significant balance sheet flexibility following the Entitlement Offer
and Spotless Offer with pro forma liquidity of ~$2.1 billion and pro forma gearing ratio
3
of 29.3% (within Downer’s long term target of 25% – 30%) as at 30 June 2020
1
All references to "FY20" in this announcement refer to the financial year ended 30 June 2020. References to "FY19" in this an nouncement
refer to the financial year ended 30 June 2019. A number of figures, amounts, percentage, estimates, calculations of value and fractions
in this Announcement are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ f rom the figures
set out in this Announcement.
2
Underlying profit and pro forma measures are non-IFRS financial information. These measures are reported as they provide useful
information to users in measuring the financial performance of Downer. Underlying EBITA is reconciled to statutory NPAT in the FY20
Financial Performance section. Underlying profit and pro forma measures have not been subject to audit or review.
3
Gearing ratio calculated as net debt / (net debt + shareholders’ equity). For the purposes of the gearing ratio calculations, shareholders’
equity has been adjusted to exclude the impact upon adoption of AASB16 of $66.0 million, consistent with Downer’s debt covenant
reporting requirements. The pro forma gearing ratio includes adjustments for the impacts of the Entitlement Offer and Spotless Offer.
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
1800 DOW NER
www.downergroup.com
Not for distribution or release in the United States
14 Downer EDI Limited
Not for distribution or release in the United States
Page 2 of 15
INITIATIVES TO RESHAPE DOWNER
Downer
EDI Limited (“
Downer
”)
is implementing a package of initiatives to reshape the business and
create a stronger platform for long term, sustainable growth.
Achieving 100% ownership of Spotless
Achieving full ownership of Spotless
Group Holdings Limited (“
Spotless
”), one of Australia’s largest
integrated service providers, is a key enabler for the Group's Urban Services strategy which is aimed
at driving consistent earnings and reliable cash flow from servicing long term customers in critical
government and industry sectors.
Downer or its wholly-owned subsidiary, Downer EDI Services Pty Ltd ("Downer Services"), will
make an unconditional offer to acquire all of the issued share capital of Spotless not already owned
by Downer (“Spotless Offer”) for upfront cash consideration of $1.00 per Spotless share plus for
every 17.92741 Spotless shares accepted into the Spotless Offer, a Downer contingent share option
exercisable over 1 Downer share, subject to the future market prices of Downer shares (“Downer
Contingent Share Option”).
4
The Downer Contingent Share Option has a zero exercise price.
Downer has entered into a call option deed with Coltrane Master Fund, L.P.,
5
under which it has a
call option over 2.99% of Spotless shares (the “Call Option”), which on exercise will increase
Downer's ownership above the 90% threshold required to proceed to compulsory acquisition.
The Spotless Offer, if completed, is expected to enable synergies of $10 – $15 million per annum
from eliminating redundant corporate management structures, integrating operations and
consolidating the Group’s debt platform.
Exiting non-core businesses
Downer is committed to shaping its portfolio in line with its Urban Services strategy. The exit of
capital-intensive businesses such as Mining and Laundries remains a key short-term objective.
x Downer is currently exploring the potential sale of the Mining portfolio (in parts or as a whole) in
response to recent enquiries from a number of interested parties. At this stage there is no
certainty that any transaction will proceed; and
x The Laundries business is performing well with hospital volumes returning strongly. The sale
process has been paused and will resume when investment market conditions improve.
The exit of higher-risk construction markets in Downer’s Engineering and Construction (E&C) and
Spotless’ Infrastructure and Construction (I&C) is underway and will complete as existing projects
finish.
Downer is reviewing the prospects of its Hospitality business to determine which parts of the
business will continue, be exited or sold as the future market demand becomes clearer.
Right-sizing
Downer is taking decisive action to right-size its cost base and operating model to align with the
requirements of its core Urban Services portfolio. Management overheads have been reduced across
the business through reduction in management layers, head-count, property footprint, systems and
discretionary spend.
In Hospitality all non-critical staff have been stood down or made redundant. Contracts have been
temporarily discontinued, exited or converted to cost plus a margin.
4
Subject to finalisation of definitive terms and all required ASX approvals.
5
Coltrane currently has a relevant interest in approximately 11.8% of the Spotless shares on issue.
4. ASX Offer Announcements (continued)
Downer Retail Entitlement Offer 15
Not for distribution or release in the United States
Page 3 of 15
The E&C business in Downer has been scaled down significantly to focus only on its competitive
strength in high voltage power lines and substation construction. The I&C business in Spotless has
been scaled down to focus on longer-term maintenance contracts and associated small scale
construction (less than $5 million).
Downer anticipates annual cost saving benefits of $15
–
$20 million
6
commencing from FY21 and
has booked FY20 restructuring costs of $142 million, with further details set out in Appendix A.
EQUITY RAISING
Downer is seeking to raise A$400 million of equity through a 1 for 5.58 fully underwritten accelerated
non-renounceable pro-rata entitlement offer ("Entitlement Offer"). The Entitlement Offer will support
the acquisition of the remaining shares in Spotless, strengthen the Group's balance sheet, and
provide flexibility for continued investment in Downer's core businesses. The offer price of A$3.75 per
share represents a 12.0% discount to Downer's closing price of A$4.26 on the ASX on Monday, 20
July 2020 and a 10.3% discount to the theoretical ex-rights price ("TERP") of A$4.18.
7
RESHAPED DOWNER
Through the COVID-19 period, Downer’s core Urban Services
8
businesses have demonstrated their
strength and resilience – they represent the future of Downer.
After implementing the portfolio initiatives and the equity raising, Downer will be well placed to deliver
growth and an improving return on capital with:
x Core Urban Services businesses having demonstrated their strength and resilience;
x Leading market positions and attractive medium and long-term growth outlook across the range
of its end markets;
x High proportion of government and government related contracts;
x A capital light service-based business model (after the exit of Mining and Laundries) generating
lower risk, long term more predictable revenues and cash flows;
x Opportunity to leverage Downer’s expertise in operations, maintenance, servicing and supply to
drive margin expansion over time;
x A right-sized operating model and simplified corporate and capital structure delivering tangible
cost efficiencies; and
x A strengthened balance sheet with flexibility to continue investment in Downer’s core
businesses.
6
Annual cost benefits measured at the EBITA level.
7
TERP is the theoretical price at which Downer shares trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical
calculation only and the actual price at which Downer shares trade on the ASX immediately after the ex-date for the Entitlement Offer will
depend on many factors and may not be equal to TERP. TERP is calculated by r eference to the closing price of the Downer share price as
traded on ASX on Monday, 20 July 2020 being the last trading day prior to the announcement of the Entitlement Offer.
8
Core Urban Services include Transport, Utilities, Facilities and Asset Services and exclude E&C, I&C, Mining, Laundries and Hospitality
as set out in the table under FY20 Financial Performance.
16 Downer EDI Limited
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CEO COMMENTARY
The Chief Executive Officer of Downer, Grant Fenn, said:
During the COVID-19 period we have been focused on the health and safety of our people and
customers and providing essential Urban Services to our communities.
We are very happy with the strong performance of Downer's core Urban Services businesses in the
current operating environment. We are focused on continuing to grow our services businesses which
require relatively low levels of capital and deliver more predictable revenue in the long term.
We have identified areas of our business where restructuring is required and are taking the
necessary steps to exit less profitable markets and contracts and to right-size the cost structure of
these businesses. We are confident that the actions we are taking will make our business more
competitive and allow us to drive improved returns going forward.
Following the significant disruption experienced during the COVID-19 period to date, we are seeing a
return to more normalised levels of activity across our businesses, including New Zealand which was
materially impacted by the Level 4 restrictions in place during FY20. Transport, Utilities and Facilities
(excluding Hospitality) have been very resilient and are expected to continue trading strongly into the
2021 financial year.
Downer welcomes the opportunity to move to 100% ownership of Spotless. While the Hospitality
business has been materially impacted by the COVID-19 pandemic, the core facilities management
businesses of Health, Education, Government and Defence continue to perform well. Our core
facilities management segment (excluding Hospitality and I&C) is expected to deliver FY20 EBITA in
line with FY19. Spotless is a key part of our Urban Services strategy and we expect it to continue to
benefit from the long-term trends of increasing urbanisation and government outsourcing.
The Entitlement Offer announced today will provide Downer with significant balance sheet flexibility
and liquidity to complete an orderly exit of Mining and Laundries and continue to invest in our core
businesses.
4. ASX Offer Announcements (continued)
Downer Retail Entitlement Offer 17
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FY20 FINANCIAL PERFORMANCE
The table below provides a comparison of the preliminary and unaudited underlying earnings for
FY20 versus underlying results for FY19 and a reconciliation to statutory NPAT.
Underlying EBITA (A$m)
Reporting
Segment
Actual
FY19
Estimated
FY20
Variance to
FY19 (%)
Transport Transport 242 236 (2)
Utilities Utilities 136 115 (15)
Facilities Facilities 134 134 -
Asset Services EC&M 13 27 108
Core Urban Services Businesses 525 511 (3)
Infrastructure & Construction (Spotless) Facilities (3) (9) >(100)
Engineering & Construction (Downer) EC&M 20 (69) >(100)
Businesses in wind down 17 (78) >(100)
Mining Mining 77 79 3
Laundries Facilities 17 9 (47)
Hospitality Facilities 23 (20) >(100)
Businesses under review or to be sold 117 68 (42)
Corporate Unallocated (98) (87) 11
Underlying EBITA
561 415 (26)
Amortisation of acquired intangibles
(70) (71) (1)
Underlying EBIT
490 344 (30)
Net interest expense
(82) (112) (37)
Tax expense
(117) (67) 43
Underlying NPAT
291 165 (43)
Amortisation of acquired intangibles (post tax)
49 50 1
Underlying NPATA
340 215 (37)
Items outside of underlying NPATA (pre tax)
(28) (386) >(100)
Tax effect on items outside of underlying NPATA
14 65 >100
Statutory NPATA
326 (106) >(100)
Amortisation of acquired intangibles (post tax)
(49) (50) (1)
Statutory NPAT
276 (156) >(100)
FY20 financials are estimates only, based on preliminary, unaudited financial results for the year ended 30 June 2020.
Figures remain subject to finalisation, audit and Board review and sign-off and may change. FY20 financials represent the
mid-point of the estimated $210
– $220 million underlying NPATA range. The underlying EBITA is calculated on a
consistent basis with EBITA in the segment reporting in Downer’s financial statements with the exception that the
underlying EBITA excludes $19 million of historical contract claims adjustments ($10 million relating to the Facilities
segment and $9 million relating to the EC&M segment) in estimated FY20 (refer Appendix A). FY19 actuals are prior to the
adoption of AASB16 Leases.
18 Downer EDI Limited
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Mr Fenn said Downer’s
core Urban Services businesses had performed well with underlying EBITA
only slightly down on the prior year.
“
Demand for our services particularly from Government and Defence, Road and Rail, Power and
Gas, Water, and Health and Education has remained strong throughout the year,
”
he said. “
In some
areas, demand has increased as governments look to Downer to provide COVID-19 remediation
services or stimulate economic activity.
“
Downer's New Zealand business was impacted materially due to the unexpected Level 4 lockdown
that restricted our operations to around 30% of normal levels for a period of around six weeks.
Downer received approximately NZ$70 million in wage support payments from the New Zealand
Government to partially offset wage costs during that period. Levels of activity have now returned to
normal and the business is currently performing well.
“The Hospitality business has been the most acutely affected part of the Group with all major event
venues and other customer premises either closed or running at a fraction of capacity. The business
has been placed into hibernation awaiting demand to recover, with cost plus arrangements in place
for those customers requiring service.
“The Laundries business, which is predominantly health based, was impacted by the restrictions on
elective surgery in both Australia and New Zealand. With those restrictions now relaxed the business
is performing well with volumes returning. We are seeing improved yield as our customers use more
Spotless supplied consumables and the benefit from efficiency improvements implemented during
the year.
“Mining earnings were above FY19 despite the impact of COVID-19 restrictions on operations, State
border closures and operations in South Africa closing due to COVID-19.”
ITEMS OUTSIDE OF UNDERLYING FY20 RESULT
The table below reflects Downer's current expectations of items it plans to recognise that are not
included in its Underlying FY20 result.
A$m
Previously
reported
Estimated (subject to review
and audit procedures)
Items outside of Underlying FY20
earnings (Pre Tax basis)
1H20 Impact 2H20 Impact FY20 Impact
Non-cash impairment to Spotless goodwill Nil 165 165
Historical contract claims adjustments (15) 34 19
Portfolio Restructure and Exit Costs 9 133 142
Payroll Remediation Costs 4 12 16
Legal settlements Nil 44 44
Total (2)
388
386
The $386m of items outside of the underlying FY20 result presented in the above table include significant non-cash write-
offs as follows: Spotless Goodwill impairment ($165m), information systems ($26m), historical contract claims ($19m), stock
($10m) and receivables ($8m).
Additional information on each of the above items outside of underlying FY20 result is contained in
Appendix A.
4. ASX Offer Announcements (continued)
Downer Retail Entitlement Offer 19
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SPOTLESS OFFER
Downer today announced steps to move to 100% ownership of Spotless.
9
The terms of the Spotless
Offer are summarised in Appendix C.
Downer has entered into a call option deed with Coltrane Master Fund, L.P.
under which it has a call
option over 2.99% of Spotless shares, which on exercise will increase Downer's ownership above the
90% threshold required to proceed to compulsory acquisition.
Consideration
The upfront cash cost to Downer under the Spotless Offer will be approximately $134.5 million.
A maximum of 7.5 million Downer shares (representing less than 1.1% of Downer's issued capital pro
forma for the Entitlement Offer) will be issued on exercise of the Downer Contingent Share Options.
10
Synergies
Downer expects to realise $10 – $15 million in pre-tax cost synergies per annum by moving to 100%
ownership of Spotless, through further rationalisation of corporate costs and moving to a more
efficient debt structure.
Further details on the Spotless Offer, including reasons Spotless shareholders should accept the
Spotless Offer, will be set out in the Bidder's Statement to be lodged with the ASX on or about 12
August 2020.
UBS AG, Australia Branch is acting as financial adviser to Downer on the Spotless Offer.
DOWNER EQUITY RAISING
Downer today announced the launch of an equity raising to strengthen the Group's balance sheet,
support the acquisition of the remaining shares in Spotless and provide flexibility for continued
investment in Downer's core business.
Downer is undertaking a fully underwritten 1 for 5.58 accelerated pro-rata non-renounceable
entitlement offer to raise approximately $400 million at a fixed price of A$3.75 per share.
11
The offer price of A$3.75 represents a:
x 10.3% discount to the theoretical ex-rights price ("TERP
12
") of A$4.18; and
x 12.0% discount to Downer’s closing price of A$4.26 on the ASX on Monday, 20 July 2020.
The Entitlement Offer will result in approximately 107 million new shares being issued, representing
approximately 17.9% of Downer's existing shares on issue.
New shares issued under the Entitlement Offer will rank equally with existing shares and will not be
eligible for the 2020 interim dividend of 14 cents per share to be paid on 25 September 2020 as this
dividend had an ex-dividend date of 25 February 2020 and a record date of 26 February 2020.
9
Downer currently has a relevant interest in 87.80% of the Spotless shares on issue.
10
Number of shares issued on exercise of the Downer Contingent Share Options is subject to agreed adjustments for certain capit al
events, including bonus share issues and capital reorganisations.
11
Eligible shareholders may also apply in NZD. The NZD equivalent of the AUD offer price will be determined following completion of the
Institutional Entitlement Offer and communicated to investors who may wish to subscribe in NZD .
12
TERP is the theoretical price at which Downer shares trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical
calculation only and the actual price at which Downer shares trade on the ASX immediately after the ex-date for the Entitlement Offer will
depend on many factors and may not be equal to TERP. TERP is calculated by reference to the closing price of the Downer share price as
traded on ASX on Monday, 20 July 2020 being the last trading day prior to the announcement of the Entitlement Offer.
20 Downer EDI Limited
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The Entitlement Offer is fully underwritten by UBS AG, Australia Branch and Macquarie Capital
(Australia) Limited.
Refer to Appendix D for further information.
FINANCIAL POSITION
Following the Entitlement Offer, Downer will be well capitalised to meet expected future funding
needs and well positioned to continue investment in its core business units.
Downer's cash and undrawn facilities as at 30 June 2020, adjusted for the Entitlement Offer, and for
the Spotless Offer, total $2.1 billion.
Net debt, adjusted for the Entitlement Offer and for the Spotless Offer, is expected to be $1.2 billion
with gearing of 29.3% (within Downer’s long term target of 25% – 30%) as at 30 June 2020.
Downer is rated BBB (stable) by Fitch Ratings.
TRADING UPDATE AND OUTLOOK
Due to the current economic environment Downer cannot provide earnings guidance for FY21 at this
time.
While the Downer business continues to be impacted by COVID-19, particularly in Hospitality, its
diversification across critical services such as road and rail maintenance, public transport, power and
gas, water, health and education, defence and government housing and facilities has delivered
considerable resilience in earnings and cash flows.
Across all of Downer's businesses, apart from Hospitality, there is strong demand for its services,
significant work-in-hand and a strong pipeline of opportunities with the potential to benefit further from
government stimulus during the COVID-19 recovery period.
As committed, Downer’s deferred unfranked interim dividend of 14 cents per share which was
declared on 12 February 2020 will be paid on 25 September 2020 to shareholders on the register at
26 February 2020.
Given the current circumstances and equity raising the Downer Board does not intend to pay a final
dividend for the year ended 30 June 2020. Dividends are expected to resume in financial year 2021
depending on business performance.
4. ASX Offer Announcements (continued)
Downer Retail Entitlement Offer 21
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APPENDIX A – Items outside of underlying FY20 result
Non-cash impairment of Spotless goodwill
The carrying value of goodwill relating to the Spotless acquisition has been reduced by $165 million
(non-cash) due to:
An increase in discount rate from 8.1% to 8.3% applied to forecast cash flows;
A reduction in the terminal growth rate from 2.5% to 2.25% due to the macro-economic
environment;
The impact of COVID-19 on future earnings from Hospitality; and
A reduction in earnings from the I&C division (Nuvo and AE Smith) as that business exits
major construction exposure.
The upfront cash consideration under the Spotless Offer is materially in line with the revised carrying
value of Spotless following this impairment.
Historical contract claims adjustments
The carrying value of claims relating to historical Spotless contracts on foot at the time of the Downer
acquisition has been reduced by $19 million to reflect the difficulty and cost in settling construction
variations and disputed claims. Downer will continue to pursue these claims as appropriate.
Portfolio restructure and exit costs
Hospitality
The Hospitality business has been the most acutely affected part of the Group through COVID-19
with all major event venues and other customer premises either closed or running at a fraction of
capacity. The business has effectively been placed into hibernation, awaiting demand to recover, with
cost plus arrangements in place for those customers requiring service. Downer is not eligible for the
Federal Government’s JobKeeper subsidy.
Restructure costs of $46 million have been expensed to cover redundancies, asset impairments,
stock write-offs, onerous contracts and other exit costs.
Construction
Downer has exited the resource based electrical and mechanical major construction market within
the Engineering and Construction (E&C) business unit. Restructure costs of $15 million have been
expensed to cover redundancies and other exit costs.
Spotless has exited the facilities based electrical and mechanical major construction market within
the Infrastructure and Construction (I&C) business unit. Restructure costs of $9 million have been
expensed to cover redundancies and other exit costs.
Corporate
Downer has reduced management overhead across the Group through reduction in management
layers, head-count, property footprint, systems and discretionary spend to better reflect the new
operating model. Restructure costs of $36 million have been expensed.
Transaction costs
Transaction costs of $10 million relating to the portfolio review of Mining and Laundries have been
expensed in FY20.
Non-cash impairment of capitalised Information Systems
The carrying value of information systems has been impaired by $26 million. The impairment relates
to applications and infrastructure in businesses that are being wound down.
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Payroll Remediation
During the year, Spotless commenced a review of the applicable Enterprise Agreements and Modern
Awards, together with the assumptions regarding their interpretation and application in its payroll
systems in order to validate the correct application of pay rates to employees as well as identify
historical underpayments and overpayments. The process is ongoing.
On 1 July 2020, Spotless lost a Federal Court case with respect to Ordinary and Customary Turnover
of Labour rate (OCTL) redundancy payments for employees made redundant on cessation of specific
contracts.
Spotless has recognised an expected liability of $41 million in relation to these matters, including
interest and other remediation costs. Of this amount, $25 million will be recognised as a prior period
error in opening retained earnings, with $16 million being recognised as an expense in the period.
The expected liability is management’s best estimate of the Group’s shortfall at this time, and has
required assumptions regarding complex variables including the assessment of large volumes of
payroll data and the interpretation of a number of applicable Enterprise Agreements and Modern
Awards.
Changes to any of these variables has the potential to result in further adjustments to the calculation
of the shortfall, which could result in a further liability being required in subsequent reporting periods.
Downer is committed to ensuring its people are paid in accordance with their employment
agreements and the law and has a dedicated team investigating Spotless and Downer practices,
systems and processes.
Legal Settlements
In May 2020, Spotless accepted an offer to settle a class action commenced in the Federal Court of
Australia in May 2017. The settlement was without admission of liability and is subject to Federal
Court approval. As a result of the settlement, Downer’s results for FY20 have been impacted by $34
million (pre-tax).
Downer has agreed to settle a long running dispute and remediate water ingress issues in building
works engineered by a Downer subsidiary in New Zealand over 15 years ago. The remediation works
are expected to cost $10 million.
APPENDIX B – Reconciliation of expected Statutory Result for FY20 to expected Underlying
Result
A$m FY19 Reported Estimated FY20
Underlying NPATA 340.1 210 – 220
Amortisation of acquired intangibles (post tax) (49.3) (50)
Underlying NPAT 290.8 160 – 170
Items outside of underlying NPAT (pre tax) (28.0) (386)
Tax effect on items outside of underlying NPAT 13.5 65
Statutory NPAT 276.3 (150) – (160)
FY20 financials are estimates only, based on preliminary, unaudited financial results for the year ended 30 June 2020.
Figures remain subject to finalisation, audit and Board review and sign-off and may change.
4. ASX Offer Announcements (continued)
Downer Retail Entitlement Offer 23
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APPENDIX C – Further Details of the Spotless Offer
Spotless Offer
Takeover Bid Downer or Downer Services will make an unconditional offer to acquire all of the issued share capital of
Spotless that it does not already own.
Conditionality Unconditional.
Consideration The consideration under the Spotless Offer will be:
x
upfront cash consideration of $1.00 per Spotless share (
Cash Consideration
); plus
x
for every 17.92741 Spotless shares accepted into the Spotless Offer, a contingent share option
exercisable over 1 Downer share, subject to the future market prices of Downer shares (
Downer
Contingent Share Option
or
DCSO
) as set out below.
Payment Terms The Cash Consideration will be paid by Downer within seven days of Downer's receipt of the Spotless
shareholder's acceptance into the Spotless Offer.
Acceptance Acceptance of the Spotless Offer can be for some or all Spotless shares held.
DCSO Terms
13
Exercise Price Nil.
Option Term If the Target Price Condition is not satisfied within 4 years from the date the offer period commences, the
DCSOs will lapse.
Entitlement upon
Exercise
One ordinary share in Downer.
Exercise
Conditions
DCSOs are exercisable in three series (each a
Series
).
The exercise of D
CSOs in a Series is subject to satisfaction of the Target Price Condition (as defined below)
for that
Series. The last day for exercise of the DCSOs in a Series is 20 business days after the Target Price
Condition for the
Series has been satisfied.
The
Target Price Condition is satisfied when, in respect of a Series, Downer's 5-day VW AP* is equal to or
exceeds
the relevant Target Price (as stipulated in the table below) for that Series.
14
Series Target Price Target Price post
adjustment for
Entitlement Offer
14
Tranche 1 $6.50 $6.382
Tranche 2 $7.00 $6.873
Tranche 3 $7.50 $7.364
*the
average volume weighted average sale price of a Downer share calculated over the prior five
consecutive trading days of Downer shares on ASX, excluding certain crossing transactions.
The Target Price will be varied in the event of certain share issues
, special dividends and certain other
adjustment events. The adjustment for the Entitlement Offer is set out in the table above.
Quotation and
Transferability
The DCSOs will not be quoted on ASX.
The DCSOs are transferable with Downer's consent (which is not to be unreasonably withheld or delayed).
Adjustments The DCSOs are subject to customary adjustment provisions in the event of a bonus issue or reorganisations
of capital.
D
epending on the type of corporate action that triggers an adjustment, the Target Price or the number of
Downer shares which may be issued under a DCSO may be varied accordingly.
Participation
Rights
The DCSOs do not confer on the holder:
x any voting rights at a Downer general meeting;
x any rights to participate in new issues of capital by Downer; nor
x any right to a dividend or any entitlement to Downer assets on a winding up.
13
The following description of terms is subject to finalisation of definitive terms and all required ASX approvals. To the exte nt a term of the
DCSOs is inconsistent with the ASX Listing Rules (and no confirmations or waivers have been provided by ASX in respect of that rule), the
term will be amended or read down to the extent of the inconsistency.
14
Target Price assuming the successful completion of both the Institutional and Retail component of the Entitlement Offer.
24 Downer EDI Limited
4. ASX Offer Announcements (continued)
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Page 12 of 15
APPENDIX D – Further Details for the Entitlement Offer
The Entitlement Offer consists of an accelerated
institutional entitlement offer (“
Institutional
Entitlement Offer
”) and a retail entitlement offer (“
Retail Entitlement Offer
”).
Institutional Entitlement Offer
Eligible institutional shareholders will be invited to participate in the Institutional Entitlement Offer
which will take place on Tuesday, 21 July 2020.
The Institutional Entitlement Offer will be conducted by way of a bookbuild process on Tuesday, 21
July 2020. Entitlements under the Institutional Entitlement Offer that are not taken up and
entitlements of ineligible institutional shareholders will be offered for sale in the bookbuild.
Downer shares have been placed in trading halt while the Institutional Entitlement Offer is undertaken
and the results of the bookbuild will be announced on Wednesday, 22 July 2020.
Retail Entitlement Offer
Eligible retail shareholders in Australia and New Zealand will be invited to participate in the Retail
Entitlement Offer at the same AUD offer price
15
and offer ratio as the Institutional Entitlement Offer.
The Retail Entitlement Offer will open at 9:00am (Sydney time) on Tuesday, 28 July 2020 and close
at 5:00pm (Sydney time) on Friday, 14 August 2020.
Eligible retail shareholders should carefully read the retail information booklet and accompanying
personalised entitlement and acceptance form which are expected to be despatched on or around
Tuesday, 28 July 2020 and which will be made available on the ASX website on that date.
Offer Timetable
A timetable of key dates in relation to the Entitlement Offer is set out below. The timetable is
indicative only and dates and times are subject to change without notice. All dates refer to 2020 and
times are Sydney time.
Event Date
Announcement of Entitlement Offer, Institutional Entitlement Offer
opens
Tuesday, 21 July
Announcement of results of Institutional Entitlement Offer
Trading Halt lifted
Trading in ordinary shares resumes on an ex-entitlement basis
Wednesday, 22 July
Record Date for Entitlement Offer (7.00pm Sydney time) Thursday, 23 July
Retail Entitlement Offer opens and Retail Entitlement Offer Booklet
despatched
Tuesday, 28 July
Settlement of Institutional Entitlement Offer Thursday, 30 July
Issue and trading of new shares under the Institutional Entitlement Offer Friday, 31 July
Announcement of Downer FY20 results
Expected lodgement of Bidder’s Statement for the Spotless Offer
Wednesday, 12
August
Retail Entitlement Offer closes (5.00pm Sydney time) Friday, 14 August
15
Eligible retail shareholders may also apply in NZD. The NZD equivalent of the AUD offer price will be specified in the retail information
booklet.
Downer Retail Entitlement Offer 25
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Page 13 of 15
Announce results of Retail Entitlement Offer Wednesday, 19
August
Settlement of Retail Entitlement Offer Thursday, 20 August
Allotment of new shares under the Retail Entitlement Offer Friday, 21 August
New shares issued under the Retail Entitlement Offer commence
trading on a normal settlement basis
Monday, 24 August
Despatch of holding statements for new shares under Retail Entitlement
Offer
Tuesday, 25 August
Further Information
Further details of the Entitlement Offer are set out in the Investor Presentation lodged with the ASX
today. This includes important information with respect to the Entitlement Offer, including key risks
and foreign selling restrictions.
Authorised for release by Downer’s Chief Executive Officer.
For further information please contact:
Michael Sharp, Group Head of Corporate Affairs and Investor Relations +61 439 470 145
26 Downer EDI Limited
4. ASX Offer Announcements (continued)
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Page 14 of 15
IMPORTANT INFORMATION
Forward looking statements disclaimer
This announcement contains certain forward looking statements and comments about future events, including
Downer's expectations about the performance of its business, the effect of the funds raised under the
Entitlement Offer on those businesses, the outcome of the Spotless Offer and the future performance (including
potential or further expected synergies) of Downer and Spotless post acquisition. Forward looking statements
can generally be identified by the use of forward looking words such as, “expect”, “anticipate”, “likely”, “intend”,
“should”, “could”, “may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target” and other
similar expressions. Indications of, and guidance or outlook on, future earnings or financial position or
performance are also forward looking statements and include statements in this announcement regarding the
conduct and outcome of the Entitlement Offer, the use of proceeds, the outcome of the Spotless Offer, the
future performance (including potential or further expected synergies) of Downer and Spotless post acquisition
and Downer's outstanding debt. You are cautioned not to place undue reliance on any forward looking
statement. While due care and attention has been used in the preparation of forward looking statements,
forward looking statements, opinions and estimates provided in this announcement are based on assumptions
and contingencies which are subject to change without notice, as are statements about market and industry
trends which are based on interpretations of current market conditions. Forward looking statements including
projections, guidance on future earnings and estimates are provided as a general guide only and should not be
relied upon as an indication or guarantee of future performance and involve known and unknown risks,
uncertainties and other factors, many of which are outside the control of Downer, its directors and
management. A number of important factors could cause Downer’s actual results to differ materially from the
plans, objectives, expectations, estimates and intentions expressed in such forward looking statements. Actual
results, performance or achievements may vary materially from any forward looking statements and the
assumptions on which statements are based. Downer disclaims any intent or obligation to update publicly any
forward looking statements, whether as a result of new information, future events or results or otherwise.
Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light
of the current economic climate and the significant volatility, uncertainty and disruption caused by the
COVID-19 pandemic.
Financial information
All dollar values are in Australian dollars ($ or AUD) unless stated otherwise. All references starting with “FY”
refer to the financial year for Downer, ending 30 June. For example, “FY20” refers to the financial year ended
30 June 2020.
Investors should be aware that this announcement contains certain financial information and measures that are
"nonǦIFRS financial information" under Regulatory Guide 230: ‘Disclosing nonǦIFRS financial information’
published by the Australian Securities and Investments Commission (ASIC) and "nonǦGAAP financial
measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended,
and are not recognised under Australian Accounting Standards (AAS) and International Financial Reporting
Standards (IFRS). The non-IFRS financial information includes EBITA, EBITDA, underlying EBITDA, underlying
EBITA, underlying NPATA, gearing and NPATA. The nonǦIFRS financial information and nonǦGAAP financial
measures do not have a standardised meaning prescribed by the applicable AAS or IFRS, and therefore, may
not be comparable to similarly titled measures presented by other entities, nor should they be construed as an
alternative to other financial measures determined in accordance with the applicable AAS or IFRS. Although
Downer believes the non-GAAP and non-IFRS financial information and financial measures provide useful
information to users in measuring Downer’s financial performance and condition, investors are cautioned not to
place undue reliance on any non-GAAP or non-IFRS financial information or financial measures included in this
announcement.
The financial information contained in this announcement for the year ended 30 June 2020 is preliminary only.
Downer currently expects to release its full FY20 financial statements on 12 August 2020. Accordingly, the
FY20 financial information contained in this announcement is unaudited. An audit process is currently
underway in respect of the finalisation of the FY20 financial statements, however the audit will not be
completed until immediately prior to the release of Downer’s full FY20 financial statements on 12 August 2020.
Whilst Downer has taken care so as to have a high degree of confidence that this financial information will not
Downer Retail Entitlement Offer 27
Not for distribution or release in the United States
Page 15 of 15
materially differ from the final numbers contained in the FY20 financial statements, there is a risk that those
numbers will differ from the final financial information contained in the FY20 financial statements.
Not for distribution or release in the United States
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the
United States or any other jurisdiction in which, or to any person to whom, such an offer would be illegal.
Neither the entitlements nor the new shares of Downer issued under the Entitlement Offer have been, nor will
be, registered under the U.S. Securities Act of 1933, as amended (“
U.S. Securities Act
”) or the securities laws
of any state or other jurisdiction of the United States. Accordingly, the Entitlements and such securities may not
be taken up by, or offered or sold to, directly or indirectly, any person in the United States, or to any person
acting for the account or benefit of any person in the United States, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable securities
laws of any state or other jurisdiction of the United States.
About Downer
Downer is the leading provider of integrated services in Australia and New Zealand and customers are at the
heart of everything it does. It exists to create and sustain the modern environment and its promise is to work
closely with its customers to help them succeed, using world-leading insights and solutions to design, build and
sustain assets, infrastructure and facilities. For more information visit downergroup.com.
28 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
IMPORTANT NOTICES AND DISCLAIMER
This presentation (Presentation) has been prepared by Downer EDI Limited (ABN 97 003 872 848) (DOWor Downer) in relation to Downer's pro-rata accelerated non-renounceable entitlement offer of new fully paid ordinary shares in Downer (New Shares) (Entitlement
Offer). The Entitlement Offer will be made to:
• Eligible institutional shareholders of Downer (Institutional Entitlement Offer); and
• Eligible retail shareholders of Downer (Retail Entitlement Offer),
under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act), as notionally modified by the Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding
Technical Relief) Instrument 2016/73.
By reviewing or retaining these materials, or attending or participating in this Presentation, you acknowledge and represent that you have read, understood and accepted the terms of this "Important Notices and Disclaimer".
Summary information
This Presentation contains summary information about Downer and its associated entities, including Spotless Group Holdings Limited (ABN 27 154 229 562) (Spotless), and their activities current as at the date of this Presentation.
The information contained in this Presentation is of a general nature and does not purport to include or summarise all information that an investor should consider when making an investment decision nor does it contain all the information which would be required in a
product disclosure statement, prospectus or other disclosure document prepared in accordance with the requirements of the Corporations Act. Downer is not responsible for updating, nor undertakes to update, this Presentation. This Presentation should be read in
conjunction with Downer’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.
Certain information in this Presentation has been sourced from publicly available information. W hile steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or
adequacy. Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither Downer nor its representatives have independently
verified any such market or industry data provided by third parties or industry or general publications.
Not an offer
This Presentation is for information purposes only and is not a prospectus, product disclosure statement or other disclosure or offering document under Australian law or any other law (and will not be lodged with ASIC). This Presentation is not and should not be considered
an offer or an invitation to acquire any entitlements or New Shares or any other financial product and neither this Presentation nor any of the information contained herein shall form the basis of any contract or commitment. The distribution of this Presentation in jurisdictions
outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
Not for release or distribution in the United States
This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which, or to any person to whom, such an offer
would be illegal. Neither the New Shares nor the entitlements have been, or will be, registered under the U.S. Securities Act of1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or
sold, directly or indirectly, in the United States, or to any person acting for the account or benefit of any person in the United States, unless the securities have been registered under the U.S. Securities Act (which Downer has no obligation to do or procure) or are offered and
sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.
Investment Risk
An investment in shares in Downer is subject to known and unknown risks, some of which are beyond the control of Downer, including possible loss of income and principal invested. Downer does not guarantee any particular rate of return or the performance of Downer, nor
does it guarantee any particular tax treatment. Investors should have regard to (amongst other things) the risk factors outlinedin this Presentation when making their investment decision. See the “Key Risks” section of this Presentation for certain risks relating to an
investment in Downer shares.
Not investment or financial product advice
The information contained in this Presentation does not constitute investment or financial product advice (nor taxation, accounting or legal advice), is not a recommendation to acquire New Shares and does not and will not form the basis of any contract or commitment for
the acquisition of New Shares. This Presentation has been prepared without taking into account the investment objectives, financial position or needs of any particular individual. Before making an investment decision, prospective investors should consider the
appropriateness of the information (including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Downer and the values and the impact that different future outcomes may have on Downer) having regard totheir own
investment objectives, financial situation and needs and should seek legal, accounting and taxation advice appropriate to their jurisdiction. Downer is not licensed to provide investment or financial product advice in respect of Downer shares. Cooling off rights do not apply to
the acquisition of New Shares pursuant to the Entitlement Offer.
2
Creating a stronger
Downer
21 July 2020
Not for distribution or release in the United States
Downer Retail Entitlement Offer 29
Not for distribution or release in the United States
AGENDA
Initiatives to reshape Downer
3
Reshaped Downer
4
Appendices
6
FY20 result update
2
Executive summary
1
5
Equity raising and balance sheet
4
Not for distribution or release in the United States
IMPORTANT NOTICES AND DISCLAIMER
Future performance and forward looking statements
This Presentation contains certain forward looking statements and comments about future events, including Downer’s expectations about the performance of its businesses, the effect of the funds raised under the Entitlement Offer on those businesses, the outcome of the Spotless Offer (as
defined below) and the future performance (including potential or further expected synergies) of Downer and Spotless post acquisition. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, “anticipate”, “likely”, “intend”, “should”, “could”,
“may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements and include statements in this Presentation regarding
the conduct and outcome of the Entitlement Offer, the use of proceeds, the outcome of the Spotless Offer, the future performance (including potential or further expected synergies) of Downer and Spotless post acquisition and Downer's outstanding debt. You are cautioned not to place undue
reliance on any forward looking statement. W hile due care and attention has been used in the preparation of forward looking statements, forward looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change
without notice, as are statements about market and industry trends which are based on interpretations of current market conditions. Forward looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as
an indication or guarantee of future performance and may involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Downer, its directors and management. A number of important factors could cause Downer’s actual results to differ materially from
the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements, including the risk factors described in the "Key Risks" section of this Presentation. Actual results, performance or achievements may vary materially from any forward-looking statements
and the assumptions on which statements are based. Downer disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.
Investors are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID-19 pandemic.
Past Performance
Past performance and pro-forma historical information in this Presentation is given for illustrative purposes only and should not be relied upon (and is not) an indication of future financial condition and/or performance including future share price information. Historical information in this Presentation
relating to Downer is information that has been released to the market. For further information, please see past announcements released to ASX.
Financial information
All dollar values are in Australian dollars ($ or AUD) unless stated otherwise. All references starting with “FY” refer to the financial year for Downer, ending 30 June. For example, “FY20” refers to the financial year ended 30 June 2020.
Investors should be aware that this Presentation contains certain financial information and measures that are "nonǦIFRS financial information" under Regulatory Guide 230: ‘Disclosing nonǦIFRS financial information” published by the Australian Securities and Investments Commission (ASIC) and
"nonǦGAAP financial measures" within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under Australian Accounting Standards (AAS) and International Financial Reporting Standards (IFRS). The non-IFRS financial information
includes EBITA, EBITDA, underlying EBITDA, underlying EBITA, underlying NPATA, gearing and NPATA. The nonǦIFRS financial information and nonǦGAAP financial measures do not have a standardised meaning prescribed by the applicable AAS or IFRS, and therefore, may not be comparable
to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with the applicable AAS or IFRS. Although Downer believes the non-GAAP and non-IFRS financial information and financial measures
provide useful information to users in measuring Downer’s financial performance and condition, investors are cautioned not toplace undue reliance on any non-GAAP or non-IFRS financial information or financial measures included in this Presentation.
The financial information contained in this Presentation for the year ended 30 June 2020 is preliminary only. Downer currently expects to release its full FY20 financial statements on 12 August 2020. Accordingly, the FY20 financial information contained in this Presentation is unaudited. An audit
process is currently underway in respect of the finalisation of the FY20 financial statements, however the audit will not be completed until immediately prior to the release of Downer’s full FY20 financial statements on 12 August 2020. W hilst Downer hastaken care so as to have a high degree of
confidence that this financial information will not materially differ from the final numbers contained in the FY20 financial statements, there is a risk that those numbers will differ from the final financial information contained in the FY20 financial statements.
Effect of Rounding
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation.
Disclaimer
UBS AG, Australia Branch (ABN 47 088 129 613), and Macquarie Capital (Australia) Limited (ABN 79 123 199 548), as underwriters to the Entitlement Offer (Underwriters), together with each of their respective related bodies corporate, shareholders or affiliates and its respective officers,
directors, employees, affiliates, agents or advisers (each a Limited Party) have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this
Presentation which is based on any statement by a Limited Party.
No representation or warranty, express or implied, is made by Downer, its related bodies corporate, any of their respective officers, directors, employees, agents or advisers, nor any Limited Party as to the accuracy, reliability, completeness or fairness of the information, opinions and conclusions
contained in this Presentation. In particular, the Limited Parties have not independently verified such information and take no responsibility for any part of this Presentation or the Entitlement Offer.
To the maximum extent permitted by law, Downer, its related bodies corporate, their respective officers, directors, employees, agents or advisers, and each Limited Party expressly disclaims any and all liability, including, without limitation, any liability arising out of fault or negligence, for any direct,
indirect, consequential or contingent loss or damage arising from the use of information contained in this Presentation. Statements made in this Presentation are made only at the date of the Presentation. Downer is under no obligation to update this Presentation. The information in this
Presentation remains subject to change by Downer without notice.
The Limited Parties make no recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning the Entitlement Offer, and you represent, warrant and agree that you have not relied on any
statements made by a Limited Party in relation to the Entitlement Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.
Investors acknowledge and agree that determination of eligibility of investors for the purposes of the Institutional Entitlement Offer or the Retail Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and
the discretion of Downer and/or the Limited Parties, and each of Downer and the Limited Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law. The Limited Parties may
rely on information provided by or on behalf of institutional investors in connection with managing, conducting and underwriting the Entitlement Offer and without having independently verified that information and the Limited Parties do not assume any responsibility for the accuracy or
completeness of that information.
3
30 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
FY20 preliminary,
unaudited result
•Underlying FY20 EBITA
1,2
expected to be in the range of $410m –$420m and underlying NPATA
1,2
in the range of $210m –$220m
•Underlying FY20 EBITA for core Urban Services businesses estimated to total $511m
2
(FY19: $525m)
•Considerable resilience in earnings and cash flows despite COVID-19 due to diversification of markets across critical services including roads and rail maintenance,
public transport, power and gas, water, defence, health and education and government housing and facilities
•Operating cash conversion of ~74% in the second half, taking full year operating cash conversion to ~40%
•Expect to recognise $386m of items outside of the FY20 underlying result, including non-cash impairment charge of $165m in relation to Spotless goodwill
•Statutory FY20 NPAT loss is expected to be in the range of $150m –$160m
2
Initiatives to reshape
Downer
1. Achieving
100%
ownership of
Spotless
•Downer will make an unconditional offer to acquire all of the issued share capital of Spotless not already owned by Downer ("Spotless Offer")
for upfront cash consideration of $1.00 per Spotless share plus for every 17.92741 Spotless shares accepted into the Spotless Offer, a Downer
contingent share option
3
(“Downer Contingent Share Option”) exercisable over 1 Downer share, subject to the future market prices of
Downer shares
4
•Expected to achieve synergies of $10m –$15m per annum through elimination of redundant corporate structures, integrating operations and
consolidation of the Group’s debt platform
•Downer has entered into a call option deed with Coltrane Master Fund, L.P. (“Coltrane”) which provides a clear path to 100% ownership of
Spotless
5
2. Exiting
non-core
businesses
Downer is committed to shaping its portfolio in line with its Urban Services Strategy:
•Exploring the potential sale of the Mining portfolio (in parts or as a whole) in response to recent enquiries from a number of interested parties
•Sale process for Laundries has been paused and will resume when investment market conditions improve
•Exit of high-risk construction markets is underway as remaining projects complete
•Reviewing medium to long-term prospects of Hospitality business to determine which parts will continue, be exited or sold (stadium and events
business has been placed in ‘hibernation’ and underperforming contracts renegotiated or terminated)
3. Right-sizing
•Decisive action to right-size Downer’s corporate and divisional cost base and operating model to align with the requirements of its core Urban
Services portfolio
•Downer anticipates annual cost saving benefits of $15m –$20m
6
commencing in FY21
Executive Summary
1
Notes:
1. Underlying profit and pro forma measures are non-IFRS financial information. These measures are reported as they provide useful information to users in measuring the financial performance of Downer. Underlying NPATA is reconciled to
statutory NPAT in Appendix A. Underlying profit and pro forma measures have not been subject to audit or review
2. FY20 financials are estimates only, based on preliminary, unaudited financial results for the year ended 30 June 2020. Figures remain subject to finalisation, audit and Board review and sign-off and may change. FY20 financials represent
the mid-point of the estimated EBITA range
3. Subject to finalisation of definitive terms and all required ASX approvals.
4. Off-market takeover bid to be made by Downer or Downer's wholly-owned Australian subsidiary, Downer EDI Services Pty Ltd
5. Coltrane Master Fund, L.P. currently has a relevant interest in approximately 11.8% of the Spotless shares on issue
6. Annual cost benefits measured at the EBITA level
6
Executive
Summary
Downer Retail Entitlement Offer 31
FY20 result
update
Not for distribution or release in the United States
Highlights of a
reshaped Downer
•After implementing the portfolio initiatives and the equity raising, Downer will be well placed to deliver growth and an improving return on capital
•Core Urban Services
1
businesses have demonstrated their strength and resilience and represent the future of Downer and enjoy leading market positions and
attractive medium and long-term growth outlook across the range of its end markets
•High proportion of government and government related contracts
•Capital light service-based business model (post the exit of Mining and Laundries) generating lower risk, long term more predictable revenues and cash flows
• Opportunity to leverage Downer’s expertise in operations, maintenance, servicing and supply to drive margin expansion over time
•Right-sized operating model and simplified corporate and capital structure delivering tangible cost efficiencies
• Strengthened balance sheet with flexibility to continue investment in Downer’s core businesses
Trading update and
outlook
• Across all of Downer’s core Urban Services businesses there is strong demand for our services, significant work-in-hand and a strong pipeline of opportunities with the
potential to benefit further from government stimulus during the recovery period
Equity Raising
•Downer is seeking to raise $400 million of equity through a 1 for 5.58 fully underwritten accelerated non-renounceable pro rata entitlement offer (the "Entitlement
Offer")
•Entitlement Offer to support acquisition of the remaining shares in Spotless, strengthen the Group's balance sheet and provide flexibility for continued investment in
Downer's core Urban Services businesses
•The offer price of A$3.75 per share represents a 12.0% discount to Downer’s closing price of A$4.26 on the ASX on Monday, 20 July 2020 and a 10.3% discount to the
theoretical ex-rights price ("TERP") of A$4.18
Funding and
liquidity
•Downer will have significant balance sheet flexibility following the Entitlement Offer and Spotless Offer with pro-forma liquidity of ~$2.1 billion as at 30 June 2020
2
•Pro forma gearing of 29.3%
3
following the Entitlement Offer and Spotless Offer (within long term target ratio of 25% –30%). Further opportunity to reduce through
asset sales.
•No near term debt maturities, compliant with covenants, and a simpler capital structure post Entitlement Offer and Spotless Offer
Executive Summary
1
Notes:
Underlying profit and pro forma measures are non-IFRS financial information. These measures are reported as they provide useful information to users in measuring the financial performanc e of Downer.
1. Core Urban Services include Transport, Utilities, Facilities and Asset Services and exclude E&C, I&C, Mining, Laundries and Hospitality as set out in the table under FY20 Financial Performance
2. Pro forma liquidity adjusts for the Entitlement Offer ($400m) and the Spotless Offer ($135m).
3. Gearing ratio calculated as net debt / (net debt + shareholders’ equity). For the purposes of the gearing ratio calculations,shareholders’ equity has been adjusted to exclude the impact upon adoption of AASB16 of $66.0m, consistent
with Downer’s debt covenant reporting requirements which have been amended to exclude the impact of AASB16. The pro forma gearing ratio includes adjustments for the impacts of the Entitlement Offer and Spotless Offer.
7
32 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
Items outside of underlying FY20
(Pre tax basis) A$m
Previously
reported
Estimated
(subject to review and audit processes)
Summary
1H20 impact2H20 impactFY20
1
impact
Non-cash impairment to Spotless
goodwill
Nil165165
•Impact of COVID-19 on future earnings from Hospitality
•Reduction in construction earnings from the Spotless Infrastructure and
Construction (I&C) division as that business exits major construction
exposure
•Discount rate increase from 8.1% to 8.3% applied to forecast cash flows
•Reduction in terminal growth rate from 2.5% to 2.25% due to macro-
economic environment
Portfolio Restructure and Exit Costs9133142
•Costs incurred in restructuring Hospitality, Downer Engineering &
Construction and Spotless I&C
•Changes to the Corporate structure to reflect the new operating model
•Transaction costs related to the portfolio reviews of Mining and
Laundries
•Non-cash impairment of capitalised Information Systems relating to
businesses being wound down
•Anticipate annual cost savings of $15 - $20m
3
commencing in FY21
Payroll Remediation costs
2
412 16•Historic payroll issues that have resulted in underpayment of employees
Legal settlementsNil4444
•Settlements of Spotless Class Action ($34m) and NZ building works
($10m)
Historical contract claims adjustments(15)3419
•Difficulty in settling variations and disputed claims
•Downer will continue to pursue these claims
Total (2)388386
Notes:
1. FY20 financials are estimates only, based on preliminary, unaudited financial results for the year ended 30 June 2020. Figures remain subject to finalisation, audit and Board review and sign-off and may change
2. Recognised an expected liability of $41m, of which $25m has been recognised as a prior period error in opening retained earnings, with $16m being recognised as an expense in the period
3. Annual cost benefits measured at the EBITA level
Summary of items outside of the underlying result
2
The $386m of items outside of the underlying FY20 result presented in the above table include significant non-cash write-offs as follows: Spotless
goodwill impairment ($165m), information systems ($26m), historical contract claims ($19m), stock ($10m) and receivables ($8m).
10
Not for distribution or release in the United States
Core Urban Services' performance has been resilient
Despite the near-term impacts associated with COVID-19, total FY20 underlying EBITA for Downer's core Urban
Services businesses is comparable to FY19 levels
Underlying EBITA A$mFY19
1
Estimated FY20
2
Variance (%)
SegmentActualPreliminary, unaudited
Transport242 236(2%)
Utilities136 115(15%)
Facilities134 1340%
EC&M –Asset Services13 27108%
Core Urban Services Businesses525 511(3%)
Facilities –Infrastructure & Construction(3) (9)(>100%)
EC&M –Engineering & Construction20 (69)(>100%)
Businesses in wind down17(78)(>100%)
Mining77 793%
Facilities –Laundries17 9(47%)
Facilities –Hospitality23 (20)(>100%)
Businesses under review or to be sold11768(42%)
Corporate(98) (87)11%
UnderlyingEBITA561 415(26%)
Amortisation of acquired intangibles(70)(71)(1%)
Underlying EBIT490344(30%)
Net interest expense(82)(112)(37%)
Tax expense(117)(67)43%
Underlying NPAT291165(43%)
Amortisation of acquired intangibles (post tax)49501%
Underlying NPATA340215(37%)
Items outside of underlying NPATA (pre tax)(28)(386)>(100%)
Tax effect on items outside of underlying NPATA1465>100%
Statutory NPATA326(106)>(100%)
Amortisation of acquired intangibles (post tax)(49)(50)(1%)
Statutory NPAT276(156)>(100%)
2
•Core urban services businesses expected to
deliver FY20
2
underlying EBITA comparable to
FY19
1
levels
•COVID-19 restrictions drove reduced productivity
across certain sectors
оNew Zealand: level 4 restrictions limited
services to 30% of normal levels
оSpotless: reduced revenue in Hospitality
and reduced volumes within Laundries
оAsset Services: delays to non-essential
works
оMining: travel restrictions, changed work
practices, and mine closure in South Africa
оYarra Trams: reduction in patronage
оConstruction: travel restrictions and
changed work practices
•No material impact on demand across other
business units
9
Notes:
FY20 financials are estimates only, based on preliminary, unaudited financial results for the year ended 30 June 2020. Figures remain subject to finalisation, audit and Board review and sign-off and may change. FY20 financials represent the
mid-point of the estimated $210 –$220 million underlying NPATA range.
1. FY19 actuals are prior to the adoption of AASB16 Leases.
2. The underlying EBITA is calculated on a consistent basis with EBITA in the segment reporting in Downer’s financial statements with the exception that the underlying EBITA excludes $19m of historical contract claims adjustments ($10m
relating to the Facilities segment and $9m relating to the EC&M segment) in estimated FY20
Downer Retail Entitlement Offer 33
Not for distribution or release in the United States
12
Creating a stronger Downer
3
1.Path to 100%
ownership of
Spotless through
unconditional offer
and agreement with
Coltrane
•Downer or its wholly-owned subsidiary, Downer EDI Services Pty Ltd, will make an unconditional offer to acquire all of the issued share capital of Spotless not
already owned by Downer (the "Spotless Offer") for upfront cash consideration of $1.00 per Spotless share plus for every 17.92741 Spotless shares accepted into
the Spotless Offer, a Downer contingent share option exercisable over 1 Downer share, subject to the future market prices of Downer shares.
1
The Downer
Contingent Share Option has a zero exercise price
•Spotless is integral to Downer's Urban Services strategy, supporting its position as a leading integrated services provider with resilient earnings and long term
customer relationships
оLeading positions and resilient earnings in core Spotless businesses of Health, Education, Government and Defence
оExpected to achieve synergies of $10m –$15m per annum through elimination of redundant corporate structures, integration of operations and consolidation of
the Group’s debt platform
•Downer has entered into a call option deed with Coltrane
3
under which Downer has a call option over 2.99% of Spotless shares to be delivered to it, which on
exercise will increase Downer’s ownership above the 90% threshold required to proceed to compulsory acquisition
2.Exiting non-core
businesses
Downer is committed to shaping the portfolio in line with its Urban Services strategy:
•Options to sell the Mining business (in parts or as a whole) are being explored with recent enquiries from a number of interested parties;
•The Laundries business is performing well with hospital volumes returning strongly. The sale process has been paused and will resume when investment market
conditions improve;
•The exit of high-risk construction markets in Downer’s Engineering and Construction (E&C) and Spotless’ Infrastructure and Construction (I&C) is underway as
remaining projects complete;
•Reviewing medium to long-term prospects of Hospitality business to determine which parts will continue, be exited or sold (stadium and events business within
Spotless Hospitality has been placed in “hibernation” and underperforming contracts renegotiated or terminated).
3.Right-sizing
•Downer is taking decisive action to right-size its corporate and divisional cost base and adjust its operating model to align with the requirements of its core Urban
Services portfolio
•Downer anticipates annual cost saving benefits of $15m –$20m
2
commencing from FY21 and has booked FY20 restructuring costs of $142m
Downer is undertaking a range of initiatives focused on optimising its portfolio and creating a stronger platform
for long-term, sustainable growth
Notes:
1. Subject to finalisation of definitive terms and all required ASX approvals.
2. Annual cost benefits measured at the EBITA level
3. Coltrane Master Fund, L.P. currently has a relevant interest in approximately 11.8% of the Spotless shares on issue
Initiatives to
reshape
Downer
34 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
Mining and Laundries
•Portfolio review announced in August 2019
оReview concluded Downer should exit both Mining and Laundries to increase returns to shareholders and release invested capita l
оIn March 2020, Downer announced it was suspending the sale process for Mining due to volatile market conditions. Downer is currently exploring the potential
sale of the portfolio (in parts or as a whole) in response to recent enquiries from a number of interested parties. At this stage there is no certainty that any
transaction will proceed
оThe Laundries business is performing well with hospital volumes returning. The sale process has been paused and will resume when investment market
conditions improve
•FY20 performance
оMining earnings were above FY19 despite the impact of COVID-19 restrictions on operations, state border closures and operations in South Africa closing due
to COVID-19
оLaundry volumes were also impacted materially from the restrictions on elective surgery resulting in a reduction in EBITA for FY20. With those restrictions now
relaxed, the business is performing well with volumes returning, improved yield as hospitals use more supplied consumables an d the benefit from efficiency
improvements implemented during the year
•Downer will continue to keep the market informed in relation to these businesses
Exiting non-core businesses
14
3
Not for distribution or release in the United States
9Multi-billion dollar pipeline of new opportunities driven by macro-economic trends of increasing urbanisation, growing population and government outsourcing
9Leading positions and resilient earnings in core Spotless businesses of Health, Education, Government and Defence
9Significant steps taken to strengthen the business are showing results:
9restructure to better align with customers and markets
9more robust governance and risk management
9more predictable cash flows
9Hospitality has been placed in “hibernation” and underperforming contracts renegotiated or terminated
9Ability to realise further synergies through one debt platform, integration of operations and further rationalisation of corporate structures –estimated $10m –$15m per annum
Spotless is integral to Downer's Urban Services strategy, supporting its position as a leading integrated services
provider with resilient earnings and long term customer relationships
Path to 100% ownership of Spotless
13
3
Downer Retail Entitlement Offer 35
Not for distribution or release in the United States
16
Restructuring to right-size corporate structure
3
•As it moves to exit legacy construction and hospitality contracts, Downer is taking steps to restructure and right-size its corporate cost structure to deliver ongoing
cost savings and efficiencies across the Group's operations
•Included in portfolio restructuring and exit costs of $142m, Downer expects to recognise costs of $62m to reflect the impact of right-sizing its corporate cost
structure, including:
оthe net impact of staff redundancies;
оlease-related costs; and
оwrite-down of IT and other assets as a result of the exit and wind down of construction and hospitality
•Downer anticipates cost saving benefits of $15m –$20m
1
to be realised from the restructuring, with benefits to commence from FY21.
Notes:
1. Annual cost benefits measured at the EBITA level
Not for distribution or release in the United States
Construction and Hospitality
•Identified areas of the business where restructuring is required and taking the necessary steps to exit from less profitable markets and contracts, and to right-size
the cost structure of these businesses
оThe exit of high-risk construction markets in Downer’s Engineering and Construction (E&C) and Spotless’ Infrastructure and Construction (I&C) is underway as
remaining projects complete
оDowner has been strictly limiting the risk in its construction portfolio in terms of the type and scale of work, price, terms and conditions
оThe stadium and events business within Hospitality has been placed in “hibernation”. All non-critical staff have been either stood down or made redundant
оAll other contracts have either been discontinued or converted to cost plus a margin. Downer will determine which parts of the business will continue, be
exited or sold as the future market demand becomes clearer
Exiting non-core businesses (cont.)
15
3
36 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
18
Reshaped Downer
4
After implementing these reshaping initiatives and the equity raising, Downer will be well positioned to deliver
growth and improved returns post COVID-19
9Downer’s future portfolio is weighted to services-oriented businesses that have demonstrated their resilience:
9Leading market positions and attractive medium and long-term growth outlook across the range of Urban Services end markets
9High proportion of government and government related contracts
9Capital light business model that generates lower risk, long term more predictable revenues
9Opportunity to leverage Downer’s expertise in operations, maintenance, servicing and supply to drive margin expansion over time
9Right-sized operating model and simplified corporate and capital structure delivering tangible cost efficiencies
9Strengthened balance sheet with flexibility to continue investment
Reshaped
Downer
Downer Retail Entitlement Offer 37
Not for distribution or release in the United States
20
Positive outlook for core businesses
4
Downer expects earnings to continue to be resilient, supported by strong exposure to critical infrastructure
and government-mandated public works
•Due to the current economic environment Downer cannot provide earnings guidance for FY21 at this time
•While the Downer business continues to be impacted by COVID-19, particularly in Hospitality, its diversification across critical services such as road and
rail maintenance, public transport, power and gas, water, health and education, defence and government housing and facilities has delivered
considerable resilience in earnings and cash flows
•Across all of Downer's businesses, apart from Hospitality, there is strong demand for its services, significant work-in-hand and a strong pipeline of
opportunities with the potential to benefit further from government stimulus during the COVID-19 recovery period
•As committed, Downer’s deferred unfranked interim dividend of 14 cents per share will be paid on 25 September 2020 to shareholders on the register at
26 February 2020
•Given the current circumstances and equity raising the Downer Board does not intend to pay a final dividend for the year ende d 30 June 2020. Dividends
are expected to resume in financial year 2021 depending on business performance
Not for distribution or release in the United States
19
Focus on lifecycle asset services
4
Downer is focused on winning and delivering secure, long-term contractual service revenue and leveraging
its expertise to drive margin expansion over time
1
2 years5 years10 years15 years20 years
Engineering
Procurement
Construction
Maintenance
Operating
Supply
Revenue
Margin
9Long term, more predictable revenue with opportunities for top-line growth
9Ability to improve margin through operational efficiencies and innovation over time
9Lower risk to margin compared to construction
Servicing
9Selective participation
9Focus on O&M markets
Notes:
1. Graph represents theoretical depiction showing the ability for long-term contractual services revenues and margins to increase over time with improved operating knowledge of the underlying contract.
38 Downer EDI Limited
4. ASX Offer Announcements (continued)
Equity raising
and balance
sheet
Not for distribution or release in the United States
21
Driving value for shareholders
4
Aligned to growing
markets and serving
quality customers
Strategic capital
allocation, cost and
capital efficiency
Consistently growing
EPS and DPS
Increasing EPS and
maintaining a 50% –
60% payout ratio over
time
Business
growth
TSR growth through
continued delivery
Maintaining a strong
balance sheet and credit
rating
Continue strong
operating cash flow
discipline
Increased exposure to
low capital, service
oriented businesses
Strategic acquisitions
Environmentally
responsible operations
Supporting our
communities
Safety –Zero Harm is
embedded in Downer’s
culture
Efficient use
of capital
Sustainable
operations
Shareholder
value
Leveraged to economic and
social infrastructure markets
Growing exposure to high
margin, low capital intensity
Urban Services
Path to 100% ownership of
Spotless
Improve operating margins
and ROFE
Reshape the portfolio by
exiting non-core businesses
and right-sizing cost base
Equity raising to strengthen
balance sheet and maintain
flexibility to invest
Continue to improve safety
performance and employee
wellbeing
Provide environmentally
responsible and sustainable
solutions for our customers
Actively support our people
and the success of our
communities
Downer Retail Entitlement Offer 39
Not for distribution or release in the United States
Entitlement Offer Details
Notes:
Dates and times are indicative only and subject to change without notice. Downer reserves the right to alter the dates in this presentation at its discretion and without notice, subject to the ASX Listing Rules and Corporations Act 2001 (Cth). All
dates refer to 2020 and times are Sydney, Australia time.
1. Eligible shareholders may also apply in NZD. The NZD equivalent of the AUD offer price will be determined following completion of the Institutional Entitlement Offer and communicated to investors who may wish to subscribe in NZD
2. TERP is the theoretic al price at which Downer shares trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretic al calculation only and the actual price at which Downer shares trade on the ASX immediately after the
ex-date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to the closing price of the Downer share price as traded on ASX on Monday, 20 July 2020 being the last trading
day prior to the announcement of the Entitlement Offer.
5
Fully underwritten c.$400 million accelerated non-renounceable entitlement offer
24
Structure
•
Fully underwritten c.$400 million accelerated non-renounceable entitlement offer ("Entitlement Offer")
•
Under the Entitlement Offer, eligible shareholders are entitled to 1 New Share for every 5.58 existing ordinary shares held on the Record Date
Offer Price
•
A$3.75
1
per New Share
•
12.0% discount to Downer’s closing price of A$4.26 on the ASX on Monday, 20 July 2020
•
10.3% discount to the theoretical ex-rights price (“TERP”) of A$4.18
2
Institutional
Entitlement Offer
•
Institutional Entitlement Offer to be conducted by way of a bookbuild process on Tuesday, 21 July 2020
Retail
Entitlement Offer
•
Retail Entitlement Offer opens on Tuesday, 28 July 2020 and closes 5:00pm on Friday, 14 August 2020
•
Each member of the Downer Board has stated they intend to participate in the Entitlement Offer in whole or in part
Ranking
•
New Shares will rank equally with existing ordinary shares from their time of issue
•
New Shares issued will not be entitled to the deferred unfranked interim dividend of 14 cents per share that will be paid on 25 September 2020 as this dividend had
an ex-dividend date of 25 February 2020 and a record date of 26 February 2020
Record Date
•
7.00pm (Sydney time) Thursday, 23 July 2020
Not for distribution or release in the United States
23
Entitlement Offer to support Spotless Offer and reshaping
initiatives, maintain flexibility and strengthen balance sheet
5
Supports reshaping
initiatives
•
Achieving 100% ownership of Spotless with upfront cash cost to Downer of $134.5m
оExpected to achieve synergies of $10m –$15m per annum through elimination of redundant corporate structures and consolidation of the Group’s debt platform
•
Exiting non-core businesses to shape portfolio in line with Downer’s Urban Services Strategy
•
Decisive action to right-size Downer’s corporate and divisional cost base and operating model to align with the requirements of its core Urban Services portfolio
оDowner anticipates annual cost saving benefits of $15m –$20m
3
commencing in FY21
Maintain flexibility
•
The equity raising will ensure Downer’s balance sheet is well positioned to support future refinancing
•
Continue investment in its core Urban Services business units
•
Ensure the exit of Mining and Laundries is completed on appropriate terms
Strengthened
balance sheet
•
Strong balance sheet and liquidity position post raising
оLiquidity (cash and undrawn debt facilities) of ~$2.1 billion as at 30 June 2020
1
after adjusting for equity raising and expected cash cost of Spotless Offer
оReported gearing ratio post impairment of 35.5% will reduce to a pro forma gearing ratio of 29.3%
2
following the Entitlement Offer and Spotless Offer (within long
term target ratio of 25% –30%). Further opportunity to reduce through asset sales
оCompliant with covenants
•
Committed to maintaining Fitch credit rating (BBB Stable) and the capacity to respond to market volatility
Downer is undertaking a fully underwritten $400 million Entitlement Offer
Notes:
Underlying profit and pro forma measures are non-IFRS financial information. These measures are reported as they provide useful information to users in measuring the financial performanc e of Downer.
1. Pro forma liquidity adjusts for the Entitlement Offer ($400m) and the Spotless Offer ($135m)
2. Gearing ratio calculated as net debt / (net debt + shareholders’ equity). For the purposes of the gearing ratio calculations,shareholders’ equity has been adjusted to exclude the impact upon adoption of AASB16 of $66.0m, consistent
with Downer’s debt covenant reporting requirements which have been amended to exclude the impact of AASB16. The pro forma gearing ratio includes adjustments for the impacts of the Entitlement Offer and Spotless Offer
3. Annual cost benefits measured at EBITA level
40 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
•Following the Entitlement Offer, Downer will be well capitalised to meet expected future funding needs
•Reported gearing ratio
2
post impairment of 35.5% will reduce to a pro forma gearing ratio of 29.3% following the Entitlement Offer and Spotless Offer (within
long term target ratio of 25% –30%). Further opportunity to reduce through asset sales
•No near term debt maturities, and material headroom to covenants
•Committed to maintaining Fitch credit rating (BBB Stable) and the capacity to respond to market volatility
Strengthened balance sheet
The Entitlement Offer will strengthen Downer's balance sheet to support continued investment in its core
businesses
5
26
A$mAs at 30
June 2020
Impact of
Entitlement
Offer
Impact of
Spotless
Offer
Pro forma for
Entitlement
Offer and
Spotless Offer
Total limit3,339--3,339
Drawn(2,069)--(2,069)
Available1,270--1,270
Cash588400(135)853
Total liquidity1,858400(135)2,123
Net debt1,481(400)1351,216
Net debt / underlying
EBITDA
1.7x1.4x
Gearing ratio
2
35.5%29.3%
Balance sheet metricsSources and uses
Sources of fundsA$mUses of fundsA$m
Proceeds from
Entitlement Offer
1
400Spotless offer135
Net debt reduction265
Total sources400Total uses400
Notes:
Underlying profit and pro forma measures are non-IFRS financial information. These measures are reported as they provide useful information to users in measuring the financial performance of Downer.
1. Gross proceeds excluding transaction costs.
2. Gearing ratio calculated as net debt / (net debt + shareholders’ equity). For the purposes of the gearing ratio calculations,shareholders’ equity has been adjusted to exclude the impact upon adoption of AASB16 of $66.0m, consistent
with Downer’s debt covenant reporting requirements which have been amended to exclude the impact of AASB16. The pro forma gearing ratio includes adjustments for the impacts of the Entitlement Offer and Spotless Offer
Not for distribution or release in the United States
EventDate
Announcement of Entitlement Offer, Institutional Entitlement Offer opensTuesday, 21 July
Announcement of results of Institutional Entitlement Offer
Trading Halt lifted
Trading in ordinary shares resumes on an ex-entitlement basis
Wednesday, 22 July
Record Date for Entitlement Offer (7.00pm Sydney time)Thursday, 23 July
Retail Entitlement Offer opens and Retail Entitlement Offer Booklet despatchedTuesday, 28 July
Settlement of Institutional Entitlement OfferThursday, 30 July
Issue and trading of New Shares under the Institutional Entitlement OfferFriday, 31 July
Announcement of Downer FY20 results
Expected lodgement of Bidder’s Statement for the Spotless Offer
Wednesday, 12 August
Retail Entitlement Offer closes (5.00pm Sydney time)Friday, 14 August
Announce results of Retail Entitlement OfferWednesday, 19 August
Settlement of Retail Entitlement OfferThursday, 20 August
Allotment of New Shares under the Retail Entitlement OfferFriday, 21 August
New Shares issued under the Retail Entitlement Offer commence trading on a normal settlement basis Monday, 24 August
Despatch of holding statements for New Shares under Retail Entitlement OfferTuesday, 25 August
Note: Dates and times are indicative only and subject to change without notice. Downer reserves the right to alter the dates in this presentation at its discretion and without notice, subject to the ASX Listing Rules and
Corporations Act 2001 (Cth). All dates refer to 2020 and times are Sydney, Australia time.
Entitlement Offer Timetable
5
25
Downer Retail Entitlement Offer 41
FY20
preliminary,
unaudited
result
Appendix A
Not for distribution or release in the United States
Diversified funding sources and no near-term debt maturities
Debt facilities maturity profile as at 30 June 2020Pro forma liquidity
1
•Total limit under all facilities of $3,339m ($1,270m currently undrawn)
•New $500m syndicated bank facility established in April 2020 and extension to existing bilateral facilities
•Diversified funding sources
•Downer is rated BBB (Stable) by Fitch Ratings
Funding and liquidity
5
27
-
400
800
1,200
1,600
Jun-21Jun-22Jun-23Jun-24Jun-25Jun-26Jun-27Jun-28Jun-29Jun-30Jun-31Jun-32Jun-33Jun-34
Syndicated Bank DebtUSPPBilateral Bank DebtA$ MTNJPY MTN
$1,270m
$1,858m
$2,258m
$2,123m
$588m
$400m
$135m
Undrawn
committed debt
facilities
Cash reservesLiquidity
30 June 2020
Entitlement
Offer
Liquidity pro
forma
for Entitlement
Offer
Spotless Offer
Pro forma
Liquidity
30 June 2020
Notes:
1. Undrawn and committed facilities and cash position at 30 June 2020 based on preliminary, unaudited financial results for the year ended 30 June 2020. Figures remain subject to finalisation, audit and Board review and sign-off
and may change.
42 Downer EDI Limited
4. ASX Offer Announcements (continued)
Further detail
on Spotless
Offer
Appendix B
Not for distribution or release in the United States
Reconciliation to statutory result
A$m
FY19 reported
Expected FY20
1
result
(subject to review and audit processes)
Underlying NPATA340.1210 –220
Amortisation of acquired intangibles (post-tax)(49.3)(50)
Underlying NPAT290.8160 –170
Items outside of underlying NPAT (pre tax)(28.0)(386)
Tax effect on items outside of underlying NPAT13.565
Statutory NPAT276.3(150) –(160)
Notes:
Underlying profit and pro forma measures are non-IFRS financial information. These measures are reported as they provide useful information to users in measuring the financial performance of Downer.
1. FY20 financials are estimates only, based on preliminary, unaudited financial results for the year ended 30 June 2020. Figures remain subject to finalisation, audit and Board review and sign-off and may change.
29
Downer Retail Entitlement Offer 43
Key risks
Appendix C
Not for distribution or release in the United States
Spotless Offer details
Overview
Downer or its wholly-owned subsidiary, Downer EDI Services Pty Ltd will make an unconditional offer to acquire all of the issued share capital in Spotless not already
owned by Downer
Downer has entered into a call option deed with Coltrane Master Fund, L.P.
1
under which it has a call option over 2.99% of Spotless shares, which on exercise will
increase Downer’s ownership above the 90% threshold required to proceed to compulsory acquisition
2
Consideration
Under the Spotless Offer, Spotless shareholders other than Downer will be entitled to receive:
оUpfront cash consideration of $1.00 per Spotless share; plus
оFor every 17.92741 Spotless shares accepted into the Spotless Offer, a Downer Contingent Share Option (DCSO) exercisable over 1 Downer share, subject to the
future market prices of Downer shares
3
Details of Downer
Contingent Share
Option (DCSO)
Downer Contingent Share Options are exercisable in three series (“Series”) if and when, on or prior to the lapsing date (see below), the 5 day volume weighted
average price of a Downer share equals or exceeds the corresponding Target Price
4
for that Series
оTarget Prices for each Series of $6.50, $7.00 and $7.50 per Downer share
оTarget Prices for each Series, post adjustment for Entitlement Offer, are $6.382, $6.873 and $7.364
5
per Downer share
оIf the Target Price Condition is not satisfied within 4 years from the date the offer period commences, the DCSOs will lapse. The last day for exercise of the DCSOs
in a Series is 20 business days after the Target Price Condition for the Series has been satisfied;
оThe Downer Contingent Share Option has a zero exercise price
A maximum of 7.5 million Downer shares may be issued on exercise of the Downer Contingent Share Options
6
Target Prices and number of shares subject to agreed adjustments for certain capital events
7
Expected
Financial Impact
•Total upfront cash cost to Downer of $134.5 million
•Estimated pre-tax cost synergies of approximately $10m –$15m per annum through rationalisation of corporate structure and more efficient capital structure
Other
•Upfront Cash Consideration under the Spotless Offer is in line with Downer's expected revised carrying value for its existing shareholding in Spotless business,
following the expected non-cash impairment to goodwill announced today
Notes:
1.Coltrane Master Fund, L.P. currently has a relevant interest in approximately 11.8% of the Spotless shares on issue
2. Downer currently has a relevant interest in 87.8% of the issued capital of Spotless
3. The following description of terms is subject to finalisation of definitive terms and all required ASX approvals. To the extent a term of the DCSOs is inconsistent with the ASX Listing Rules (and no confirmations or waivers have been provided
by ASX in respect of that rule), the term will be amended or read down to the extent of the inconsistency
4. The target price will be varied in the event of certain share issues, special dividends and certain other adjustment events
5. Target Price assuming the successful completion of both the institutional and retail component of the Entitlement Offer.
6. Number of Downer shares issued on exercis e of Downer Contingent Share Options are subject to customary adjustment events.
7. Depending on the type of corporate action that triggers an adjustment, the Target Price or the number of Downer shares which may be issued under a DCSO may be varied accordingly.
31
44 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
In addition, there is a risk of a COVID-19 related infection occurring at a location in which Downer operates, which could have a negative impact on Downer's ability to operate at that location. This may also create a risk of broader infection of
Downer's workforce which could negatively impact on Downer's ability to meet its contractual obligations, and may adversely impact Downer's financial and business performance.
While Downer considers that it has a strong balance sheet (including as a result of the Entitlement Offer), significant available liquidity and headroom in its bank covenants and expects it will have sufficient liquidity to deal with the
circumstances relating to COVID-19 currently known to it, there is a risk that if the duration of events surrounding COVID-19 is prolonged, Downer may need to take additional measures in order to respond appropriately, including by raising
additional funding or selling assets/businesses.
Downer is also exposed to counterparty risk in respect of its customers failing to fulfil their contractual obligations. This risk may be heightened as a result of COVID-19 and may cause Downer's financial performance and business to be
impacted where its customers experience financial difficulties, reduce or discontinue operations or default on obligations owed to Downer.
There have been and may be other changes in the domestic and global macroeconomic environment associated with the events relating to COVID-19 that are beyond the control of Downer and may be exacerbated in an economic
recession or downturn. These include, but are not limited to:
(a) changes in inflation, interest rates and foreign currency exchange rates;
(b) changes in employment levels and labour costs;
(c) changes in customer and consumer behaviours to those that existed prior to the pandemic;
(d) changes in aggregate investment and economic output; and
(e) other changes in economic conditions which may affect Downer's revenue or operating costs.
Many of the risks highlighted in further detail below are likely to be heightened due to the impacts of the COVID-19 pandemic.
FY20 financial information is preliminary, incomplete and unaudited
The financial information contained in this Investor Presentation for the year ended 30 June 2020 is preliminary only. Downer currently expects to release its full FY20 financial statements on 12 August 2020. While Downer has taken care
so as to have a high degree of confidence that this financial information will not materially differ from the final numbers contained in the FY20 financial statements, there is a risk that those numbers will differ from the final financial information
contained in the FY20 financial statements.
The financial information contained in this Investor Presentation is not a complete statement of all the financial information that will be contained in the FY20 financial statements. Certain of the information that will be contained in the FY20
financial statements may aid in an understanding of the financial information contained in this Investor Presentation. In addition there may be information contained in the FY20 financial statements that may be material to an understanding of
the financial performance and assets and liabilities of Downer that is not set out in this Investor Presentation.
The financial information contained in this Investor Presentation is unaudited. An audit process is currently under way in respect of the finalisation of the FY20 financial statements. The FY20 financial statements will contain an independent
auditors report given by Downer's auditor, KPMG, containing an opinion on the FY20 financial statements and their compliance with the disclosure requirements of Corporation Act. An independent auditors report provides greater assurance
of financial disclosure as compared to unaudited financial information. The independent auditors report will also contain details of the key audit matters that the auditor has focused on in providing its report that may assist in an understanding
of the financial information contained in the FY20 financial statements. There is a risk that the completion of the audit process may require changes to the financial information concerning the year ended 30 June 2020 contained in this
Investor Presentation.
KEY RISKS
34
Not for distribution or release in the United States
There are a number of risks, of a general and specific nature, which may affect the future operating and financial performance of Downer, its investment returns and the value of its shares. Many of the circumstances giving rise to these risks
are beyond the control of Downer.
This section describes certain specific areas that are believed to be the major risks associated with an investment in Downer. Broadly, these risks include:
•risks specific to Downer's business and the industry in which Downer operates;
•risks relating to the acquisition of 100% of the shares not already owned by Downer in Spotless; and
•general risks associated with the current economic conditions including, among other things, changes in legislation or regulatory policies and variations in prevailing exchange rates and interest rates.
Each of the risks described below could, if they eventuate, have a material adverse effect on Downer’s operating and financial performance. You should note that the risks in this section are not exhaustive. There may be other risks which
Downer is not presently aware of or may arise in the future, which may also have a material impact on Downer's performance. You should consider carefully the risks described in this section, as well as other information in this presentation,
and consult your financial or other professional adviser before making an investment decision.
DOWNER BUSINESS SPECIFIC RISKS:
COVID-19 impact
The ongoing COVID-19 pandemic has had a significant impact on the Australian and global economy and the ability of individuals, businesses, and governments to operate. Across Australia and the world, travel, trade, business, working
arrangements and consumption have been materially impacted by the pandemic. In addition, events relating to COVID-19 have resulted in significant volatility across financial, commodity and other markets, including in the prices of securities
trading on the Australian Securities Exchange (ASX) (including the price of Downer securities) and on other foreign securities exchanges.
As previously disclosed to ASX, COVID-19 has affected Downer in several ways, with:
•generally reduced productivity due to distancing measures;
•reduced provision of services (down to 30%) in New Zealand caused by Level 4 restrictions (now lifted);
•Spotless's hospitality division being unable to generate revenue and the laundries division operating on reduced volumes from private hospitals as a result of the cancellation of elective surgery;
•Asset services experiencing delays to non-essential maintenance and capital works;
•Mining division being impacted by travel restrictions and changed work practices, as well as the closure of the Palabora mine in South Africa; and
•Yarra Trams fare box being impacted by reduced patronage.
While government restrictions have begun to ease, there continues to be considerable uncertainty as to the duration of and further impact of COVID-19. A new wave of infections, prolonged period of social distancing, quarantines, travel
restrictions, work stoppages, (including in the construction industry), project delays, health authority actions, lockdowns and other related measures within Australia or New Zealand (or overseas), or an escalation of currently existing
measures, may directly and indirectly impact a number of aspects of Downer's business divisions including those referred to above. Events such as those experienced in Victoria in early July 2020 demonstrate that the easing of restrictions
can be reversed quickly and without warning.
KEY RISKS
33
Downer Retail Entitlement Offer 45
Not for distribution or release in the United States
Project Management and bid governance for large projects
Downer has sought to implement robust project risk management processes and systems across its business (including a Project Management Office), as well as additional bid governance relating to tenders for large projects.
Because of the nature of the industries in which Downer operates and the size of some of Downer’s contracts, there is the possibility that material losses could be incurred if these systems and governance requirements are not followed
correctly.
Key supplier, subcontractor and partner risk
Where Downer is reliant on one or a small set of specialist suppliers or subcontractors to provide goods and services, the performance of these suppliers or subcontractors may impact Downer’s ability to achieve budgeted project outcomes.
Where suppliers or subcontractors do not fulfil contractual obligations or do not renew existing contracts, the ability of Downer to complete projects and win new work may be adversely affected. In addition, there are particular suppliers with
whom Downer has a long term relationship which support Downer’s business activities. A change in relationship with these suppliers and partners could negatively impact Downer’s financial performance.
Capital expenditure
Certain aspects of Downer's operations are reliant on significant capital investment being made in order for Downer to provide services to its customers. Downer's ongoing ability to win new work and to comply with its obligations in respect of
existing contracts may be dependent on sufficient funds being available to Downer in respect of this capital expenditure.
Key personnel and labour issues
Downer’s growth and profitability may be limited by the loss of key management, the inability to attract new suitably qualified personnel or by increases in remuneration costs associated with attracting and retaining personnel. Downer is
dependent on the availability of suitably skilled personnel to provide its services and therefore, access to labour can sometimes represent an ongoing risk in some parts of the business.
Product and services liability
There is a risk that Downer may fail to fulfil its statutory and contractual obligations in relation to the quality of its products or services, which could give rise to contractual damages claims or statutory penalties.
Some entities in the Downer Group are subject to normal design liability in relation to completed design and construction projects where that entity has had design responsibility and in some cases also construction responsibility. The liability
may include claims, disputes and/or litigation against Downer Group companies and/or joint venture arrangements in which the Downer Group has an interest. The liabilities may also include an obligation on Downer to rectify the design
defects at its own cost. The directors are of the opinion that there is adequate insurance to cover these potential liabilities and accordingly, no amounts are recognised in the financial statements.
Insurance
The availability of insurance at an appropriate term and price is not guaranteed. It is possible that the occurrence of an event may not be fully covered, or covered at all, by insurance.
KEY RISKS
36
Not for distribution or release in the United States
Equity raising and Underwriting Risk
Downer has entered into an underwriting agreement under which the Underwriters have agreed to fully underwrite the Entitlement Offer, subject to the terms and conditions of the underwriting agreement. If certain events occur, the
underwriter may terminate the underwriting agreement.
Such "termination events" include: regulatory action being undertaken in respect of the Entitlement Offer; ASX refusing to grant quotation of the new shares to be issued under the Entitlement Offer; Downer being prevented from issuing the
new shares under the Entitlement Offer; Downer ceasing to be admitted to the official list of ASX; a director of Downer being charged with an indictable offence, being disqualified from managing a corporation or otherwise being the subject of
a regulatory action; Downer or a prescribed member of the Downer Group becoming insolvent; there being a disruption in financial markets which makes it impossible or impracticable to settle the Entitlement Offer; the documents released
on ASX by Downer for the Entitlement Offer containing a false, misleading or deceptive statement (including by omission) in a materially adverse respect; a representation or warranty given by Downer to the Underwriters becoming incorrect
in a materially adverse respect; there being a change in law which materially adversely impacts the Entitlement Offer; or hostilities arising or majorly escalating which involve Australia or the US or a state of emergency being declared in either
of those countries in a materially adverse respect.
Termination of the underwriting agreement would have an adverse impact on the availability of the proceeds raised under the Entitlement Offer and may require Downer to review its proposed gearing strategy and/or seek alternative sources
of funding to achieve those strategies.
Risk of Dilution
You should also note that if you do not take up all of your entitlement under the Entitlement Offer, then your percentage security holding in Downer will be diluted by not participating to the full extent in the Entitlement Offer.
Workplace accidents and environmental incidents
Downer maintains a rigorous focus on Zero Harm for its employees and environment, recognising that its activities can result in harm to people and the environment. As part of this focus Downer, on an ongoing basis, seeks to assess,
understand and mitigate the "critical risks" facing Downer and implementing "Cardinal Rules" which provide direction and guidance on these critical risks and high potential incidents. However, the risk of serious injury, death or environmental
incident cannot be fully eliminated. In such cases there may be adverse impacts on project completions, as well as reputational damage to Downer. In the event Downer is found to have failed to comply with applicable health, safety or
environmental legislative requirements, fines, penalties and/or compensation to those affected may be payable.
Key contracts, competition and retention of clients
There is a risk that material contracts that Downer enters may not be renewed, renewed on less favourable terms or cancelled.
Furthermore, some of the markets in which Downer operates are highly competitive. Increased competition can impact on Downer’s ability to win new contracts.
If such events take place this may lead to a decrease in work in hand, profitability and earnings. To manage these risks, Downer maintains its focus on forming strong relationships with customers across a range of different markets and
delivering successful outcomes for its customers, strategic partnerships and joint ventures with leading technology and knowledge providers and a strong focus on its Customer Relationship Management (CRM) system.
In addition, some of the contracts that Downer enters have pricing that is ‘fixed’ or ‘not to exceed’. While Downer undertakes thorough bid governance processes to ensure that projects are appropriately estimated and there is a strong focus
on costs, supply chain management and project management controls, to the extent that the cost of delivering on its contractual obligations exceeds the estimated price, Downer could incur losses that are not recoverable from its customers.
KEY RISKS
35
46 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
IT and Cyber risk
Downer relies on IT infrastructure and systems and the efficient and uninterrupted operation of core technologies. Downer's core technologies and other systems and operations could be exposed to damage or interruption from system
failures, computer viruses, cyber-attacks, power or telecommunication provider's failure or human error. These events may cause one or more of Downer's core technologies to become unavailable.
Any interruptions to these operations would impact Downer's ability to operate and could result in business interruption, loss of customers and revenue, damaged reputation and weakening of competitive position and could therefore
adversely affect Downer's operating and financial performance.
Downer uses technologies which involve the collection of confidential information. Through the ordinary course of business, Downer may be exposed to cyberattacks. Cyberattacks may lead to a compromise or breach of technology systems
used by Downer to protect confidential information. It is possible that measures taken by Downer will not be sufficient to detect or prevent unauthorised access to, or disclosure of, confidential information, whether malicious or inadvertent.
There is a risk that, if a cyberattack is successful, any data security breaches or Downer's inadvertent failure to protect confidential information could result in a loss of information integrity, breaches of Downer's obligations under applicable
laws or client arrangements, system outages and the hacking of Downer systems. Each of these has the potential to have a materially adverse impact on Downer's reputation and financial performance.
Downer is currently undertaking an IT systems upgrade and is continuing to invest in data centres and network infrastructure. There is a risk that the costs of undertaking these improvements will exceed those anticipated by Downer, that the
anticipated improvements are not achieved or that the upgrading process causes business disruption.
Environmental risk
Downer operates in industries and services that may have a negative impact on the environment, including in respect of land, air and water pollution and greenhouse gas emissions. Downer believes in the pursuit of environmental excellence
and enhancing liveability for all communities in which it operates.
Downer is committed to developing solutions to reduce its energy consumption and greenhouse gas emissions and is seeking to transition to a low carbon economy. There is a risk that these strategies cause increases to Downer's cost
structure or that Downer will be unable to satisfy future regulatory requirements relating to these matters.
There is a risk that Downer's business operations may incur liability under applicable environmental laws and regulations that could adversely impact Downer's financial and business performance. In the event that Downer is found to have
failed to comply with applicable environmental laws and regulations, fines, penalties and/or compensation to those affected may be payable. There is also a risk that any such event may have adverse impacts on project completions and
result in reputational damage to Downer.
Future dividends and franking capital
On 24 March 2020 Downer announced that payment of the interim dividend ($83 million) would be deferred until September 2020 as a consequence of COVID-19. While the current intention of Downer remains to pay that interim dividend,
a number of listed companies have cancelled previously declared dividends as the COVID-19 pandemic develops. The impact of COVID-19 may also impact on the ability to pay future dividends.
While Downer maintains a progressive dividend policy with interim and final dividends generally being in line with improved earnings and balance sheet strength, any future dividends and the level of franking will ultimately be determined by
the Board of Downer having regard to a range of factors including the performance of Downer's businesses (particularly in the COVID-19 environment), the availability of cash, capital requirements of the business and obligations under debt
instruments. There is no guarantee that any dividend will be paid by Downer or, if paid, that they will be paid at previous levels, or with the same level of franking as prior periods.
KEY RISKS
38
Not for distribution or release in the United States
Payroll Remediation
(a) Employee Pay Remediation
In 2019, following the identification of historical under and overpayments to some employees, the Group commenced a review of the main Enterprise Agreements (EA) and Modern Awards (MA) under which permanent and casual Spotless
employees have been engaged. The review was set up to validate the calculation of wage payments (covering hourly base rates of pay and other entitlements and allowances) through an assessment of how employment agreements, EAs
and MAs have been applied, interpreted and configured in Spotless’ payroll systems.
The review is ongoing but has progressed to a point where Management has been able to identify further instances of underpayments and form its best estimate of the additional cost of remediation in relation to these shortfalls.
(b) Redundancy costs
In addition, on 1 July 2020, Spotless was notified that its appeal to the Full Federal Court in the matters of United Voice v Berkeley Challenge Pty Limited [2018] FCA224 and Fair Work Ombudsman v Spotless Services Australia Ltd [2019]
FCA9 were unsuccessful.
Both cases involved an interpretation of the ordinary and customary turnover of labour (OCTL) exemption to the obligation to make redundancy payments under the Fair Work Act 2009 (Cth) (FW Act).
Spotless is currently considering the Court’s judgment in the context of an application to the High Court of Australia for special leave to appeal. However, in the meantime Management has formed its best estimate of Spotless’ exposure to
make redundancy payments to former staff where the OCTL exemption has been historically relied upon and on an assumption that any appeal is not successful.
(c) Estimate of potential exposure in relation to (a) and (b) and risks
Management has estimated the amount at $41m in relation to the above matters, which will be recognised as a provision in the Financial Statements for the full year ended 30 June 2020. Of this amount, $25m will be recognised as a prior
period error in opening retained earnings, with $16m being recognised as an expense in the period.
Each identified case is currently in the process of final validation and quantification. In the case of redundancy costs, the quantification and ultimate liability will also be subject to the outcome of any appeal.
The work involved in calculating the provision has been time consuming, complex and is Management’s best estimate of the Group’sexposure in relation to (a) and (b). The estimate is based on an assessment of substantial volumes of
payroll data and where employee, payroll and/or rostering data has been missing or incomplete, assumptions have been made by the reviewing team in relation to known gaps. The estimate also relies upon the correct interpretation of the
applicable EAs and Modern Awards in calculating the shortfalls.
Changes to any of the variables (including the reviewing period and numbers of employees affected), assumptions (including the roles that employees were originally hired to perform in the case of (b)) or inputs has the potential to result in
further adjustments to the calculation of the shortfall, which would result in further provisioning being required in subsequent reporting periods.
The Group is committed to ensuring its people are paid in accordance with their legal entitlements and will keep the dedicated reviewing team in place until it is satisfied that the above matters have been addressed.
KEY RISKS
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Downer Retail Entitlement Offer 47
Not for distribution or release in the United States
Guarantees and indemnities
Downer and certain of its controlled entities are called upon to give guarantees and indemnities in respect of the performance by counterparties, including controlled entities and related parties, of their contractual and financial obligations.
These guarantees and indemnities are generally indeterminable in amount.
Litigation
Downer is subject to the usual business risk that disputes or litigation may arise from time to time in the course of its business activities. Downer's 2019 Annual Report and half-year report for the 6 months ended 31 December 2019 discloses
a number of such disputes, claims and litigation such as those relating to the "leaky building" claims in New Zealand and the arbitration proceedings on foot with Tecnicas Reunidas S.A. among others. If such issues are not resolved in line
with Downer's expectations, there could be a material impact on Downer's financial position.
Economic and Financial Risks
Level of economic activity
Downer’s operational and financial performance is linked to both the overall level of activity in the economy and the level of construction, investment and outsourcing in the sectors in which Downer operates. A reduction in economic activity
(for example, during periods of economic recession, including, but not limited to, as a result of the impact of the COVID-19 pandemic), and particularly a reduction in demand for the commodities produced by many of Downer’s larger clients,
or a reduction in the level of outsourcing in the sectors in which Downer operates, can negatively impact the level of revenue and earnings generated by Downer.
Level of government spending
Public authorities in Australia and New Zealand are major clients of Downer. Changes in prioritisation of government spending orrestrictions on the level of spending undertaken by governments (including, but not limited to, as a result of the
impact of the COVID-19 pandemic) could impact the level of earnings generated by Downer.
Continued access to capital markets
Downer’s ability to service its existing debt will dependon its future performance and cash flows, which in turn will be affected by various factors, certain of which are outside of its control (such as changes in interest and foreign exchange
rates, and general economic conditions (including, but not limited to, as a result of the impact of the COVID-19 pandemic)). Any inability to service its existing debt may have a material adverse effect on Downer. Further, to the extent that
additional equity or debt funding is not available from time to time on acceptable terms, Downer may not be able to operate its business in the ordinary course, take advantage of acquisition and other growth opportunities, develop new
business or respond to competitive pressures.
Financing covenants and ability to refinance
Downer has various covenants in relation to its banking facilities. Factors such as increases in base rates, increased borrowings and weak operational performance could lead to Downer breaching its debt covenants. In certain
circumstances, lenders may require that such banking facilities be repaid immediately. Under such a scenario, there is no guarantee that Downer will be able to secure alternative financing on commercially acceptable terms or at all.
Further, where existing loans either approach or reach maturity, Downer may seek to re-negotiate with existing and new lenders to extend the maturity date of those loans. Downer’s earnings profile, credit rating, state of the economy and
other factors (including, but not limited to, the COVID-19 pandemic) may influence the outcome of those negotiations. Where refinancing occurs at a higher cost, this may impact the ability of Downer to win new work and the profitability of its
operations.
KEY RISKS
40
Not for distribution or release in the United States
Partnerships and joint ventures
Controlled entities have entered into various partnerships and joint ventures under which the controlled entity could ultimately be jointly and severally liable for the obligations of the partnership or joint venture.
The participation of third parties in partnerships and joint ventures introduces the risk that Downer may not be able to determine the outcome of business decisions concerning the activities of the partnership or joint venture and may not be
able to access surplus cash generated by the partnership or joint venture. The contractual terms governing the partnership or joint venture may give third party participants rights that are adverse to the interests of Downer in certain
circumstances (for example where Downer breaches a term of the arrangement or where there is a change of control of Downer) and may give rise to disputes between the participants in the partnership or joint venture.
Asset impairment
The Downer Board regularly monitors impairment risk. Consistent with accounting standards, Downer is periodically required to assess the carrying values of its assets. Where the value of an asset assessed is to be less than its carrying
value, Downer is obliged to recognise an impairment charge in its profit or loss. Impairment charges can be significant and operate to reduce the level of a company’s profits, may impact its capacity to pay dividends and may impact upon
financial ratios relevant to Downer’s financing arrangements. Impairment charges are a non-cash item.
As outlined in the Presentation, on 21 July 2020 Downer announced non-cash impairment charges of $165m relating to the Spotless goodwill and certain other impairment charges (for example, $26m relating to the information systems of
Downer), including as a result of the impact of COVID-19. While Downer believes that those impairment charges fully deal with the financial consequences of this deterioration in the relevant activities of the Downer Group there is a risk that
deterioration in those activities may result in further impairment charges in relation to these matters.
Cost reductions
Downer has undertaken an internal analysis of cost saving and restructuring opportunities available to the Downer Group. It is possible that such analyses, the assumptions made by Downer and the resulting conclusions, are ultimately
inaccurate or fail to be fully realised, or the costs associated with the cost saving and restructuring opportunities (including transaction costs, taxes and stamp duty) or the level of cost saving realisations are different compared to those
indicated by Downer's analysis. In such circumstances, there is a risk that the profitability and future earnings of the operations of the Downer Group may be different from the profitability and earnings expected as reflected in this presentation.
As outlined in the Investor Presentation, on 21 July 2020 Downer announced that it will incur portfolio and exit costs of $142m to right size its corporate cost structure, primarily in restructuring its hospitality, engineering and construction and
infrastructure and construction divisions to reflect its new business model. There is a risk that the provision for these costs is insufficient to recognise the actual costs incurred in undertaking this right size its corporate cost structure.
Acquisition and Divestment risks
Downer periodically considers acquisition and divestment opportunities. There can be no assurance that Downer will identify suitable acquisition or divestment opportunities or other projects at acceptable prices, or successfully execute those
opportunities.
In addition, Downer's past and future acquisitions and divestments may subject to unanticipated risks and liabilities, or may disrupt its operations. Acquisitions may not deliver projected benefits or value, and integrations may not be
successful, resulting in interruptions to the achievement of business strategy. Due diligence undertaken in making acquisitions may not have identified all liabilities and risks associated with the relevant business. This may divert
management's attention and resources from Downer's day to day operations.
Downer is conducting a portfolio review of its business in order to determine whether to divest certain non-core assets and business units, particularly its mining and laundries business units. The laundries sale process has been paused and
is intended to resume when investment market conditions improve. There is no guarantee that Downer will be able to dispose of these assets or business units at acceptable prices or successfully execute any such disposal opportunities.
Downer is seeking to exit high risk construction markets in Downer's engineering and construction and Spotless's infrastructure and construction divisions as remaining projects complete. The stadium and events business of Spotless
hospitality has been placed in hibernation as Downer determines which parts of that business will continue, be exited or sold asfuture market demand becomes clearer. The exiting of these markets and businesses may involve unanticipated
costs and may impact the future financial performance of Downer.
KEY RISKS
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48 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
Completion risk
The acquisition of the outstanding shares in Spotless is subject to an unconditional takeover bid which Downer has committed to make in respect of the shares it does not currently own in Spotless. Downer has entered into a call option deed
with Coltrane Master Fund, L.P. over 2.99% of Spotless shares. While the making of the bid and grant of the option means that there is a high degree of certainty that Downer will be able to proceed with compulsory acquisition and move to
100% ownership of Spotless, the technical nature of the relevant legislative provisions means there is a possibility that outcome might not be achieved or may be delayed.
If Downer otherwise acquires less than 100% of the remaining shares in Spotless, the full benefits of completing the Spotless Offer would not be realised. In that event, more of the net proceeds of the Entitlement Offer would be applied to
reduce debt, with Downer to review its capital management position in the future as required.
GENERAL RISKS
General equity market and investment risk
The price of Downer shares will fluctuate due to various factors including movements in Australian equity markets, recommendations by brokers and analysts, interest rates, inflation, Australian and international economic conditions, changes
in government, fiscal, monetary and regulatory policies, global and geo-political events and hostilities, natural disasters, changing climatic conditions, pandemics, public health emergencies, acts of terrorism, investor perceptions and other
factors that may affect Downer’s financial position and earnings. Downer manages its exposure to these risks by undertaking, among other things, strategic partnerships and joint ventures to diversify revenue sources.
Government policies and legislation
Downer’s business is affected by a range of industry specific and general legal and regulatory controls. Changes in these types of controls can have an adverse effect on Downer’s financial performance. Further, any major shift in regulatory
policy may impact on the profitability of Downer and its customers. Infrastructure projects, which are a key source of revenue for Downer, are subject to discretion by government departments and ministers.
Business interruptions
Significant business interruptions as a result of natural disasters (such as fire, earthquake, flood or cyclone), pandemics or public health emergencies, general periods of prolonged rain, unstable service sites or regulatory intervention may
have a materially adverse impact on the business activities of Downer and its clients and may lead to a decrease in profitability and earnings.
Taxation risk
Future changes in the tax law of Australia or the investor's jurisdiction, including changes in interpretation or application ofthe law by courts or taxation authorities in Australia or the investor's jurisdiction, may affect the taxation treatment of an
investment in Downer shares or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax law is expected to be interpreted in the various jurisdictions in which Downer operates may impact the future
tax liabilities of Downer.
Changes in accounting policy
Changes to Australian Accounting Standards could affect Downer’s reported earnings and its financial position from time to time.
KEY RISKS
42
Not for distribution or release in the United States
Credit ratings
As at the date of this presentation Downer was rated BBB (Stable) by Fitch Ratings.
Changes to Downer’s credit rating by Fitch Ratingsmay impact the ability of Downer to win new work as well as the cost of funding. Where the credit rating is reduced, or placed on negative watch, customers and suppliers may be less
willing to contract with Downer as Downer may be considered to be higher counterparty risk. Banks and other lending institutions may demand a higher interest rate on funds provided to Downer to reflect the higher risk of lending. In such
circumstances, both the revenue and profitability of Downer may be reduced.
Impact of interest rate and foreign exchange movements
While Downer takes reasonable steps to protect itself through the use of hedges, rising interest rates may nonetheless adverselyimpact Downer’s interest payments on its floating rate borrowings and inflation in underlying input costs may
also adversely impact the anticipated returned from client operations. Notwithstanding the hedging arrangements Downer has in place, disruptions in financial markets (including, but not limited to, the impact of the COVID-19 pandemic) may
affect the availability and cost of hedging, which may have a material adverse impact on the financial performance and position of Downer.
In addition, as Downer operates internationally it faces foreign exchange rate risks associated with foreign currency denominated debt, input costs and offshore earnings.
RISKS ASSOCIATED WITH THE ACQUISITON OF SPOTLESS
Increased economic exposure to Spotless
Downer currently has an approximate 88% interest in Spotless and has had such an interest since the close of its takeover offer in 2017. If the Spotless Offer is successful Spotless will become a wholly owned subsidiary of Downer and will
therefore have an increased economic exposure to Spotless. While this increased economic exposure will afford Downer the opportunity to receive all of the benefit of any improvement in the financial performance and value of Spotless, the
increased economic exposure also exposes Downer to greater risk if there is a financial deterioration and decline in the value of Spotless.
Impact of COVID-19
As discussed above in further detail, the ongoing COVID-19 pandemic has had a significant impact on various business divisions of Downer. With a strong focus on hospitality services (among others), Spotless's businesses have been
impacted significantly as a result of government restrictions imposed in response to the COVID-19 pandemic, particularly the closure of a number of venues that Spotless provides hospitality services to and restricted operating conditions in
those venues as restrictions ease and the laundries business operating on reduced volumes. The effect of such restrictions may continue for a prolonged period of time even as they begin to ease, such that Spotless operates under limited
revenue conditions in the near to medium term before its operating environment recovers to pre-COVID levels. Downer is unable to estimate when such recovery may be achieved. Events such as those experienced in Victoria in early July
2020 also demonstrate that the easing of restrictions can be reversed quickly and without warning.
Post Acquisition Performance and Synergies
Downer has undertaken an internal analysis of the synergies which would be available as a result of successful completion of the Spotless Offer and 100% ownership of Spotless. It is possible that such analyses, the assumptions made by
Downer and the resulting conclusions, are ultimately inaccurate or fail to be fully realised, or the costs associated with the acquisition (including transaction costs, taxes and stamp duty) or the level of synergy realisation are different compared
to those indicated by Downer's analysis. In such circumstances, there is a risk that the profitability and future earnings of the operations of the combined Downer Group may be different from the profitability and earnings expected as reflected
in this presentation.
KEY RISKS
41
Downer Retail Entitlement Offer 49
Not for distribution or release in the United States
INTERNATIONAL OFFERING JURISDICTIONS
International Offer Restrictions
This document does not constitute an offer of new ordinary shares ("New Shares") of Downer in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and
the New Shares may not be offered or sold in the institutional entitlement offer, in any country outside Australia except to the extent permitted below.
Canada (British Columbia, Ontario and Quebec provinces)
This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom New Shares may be lawfully distributed in the
Provinces, and only by persons permitted to sell such securities. This document is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Provinces. This
document may only be distributed in the Provinces to persons that are "accredited investors" within the meaning of NI 45-106 –Prospectus Exemptions, of the Canadian Securities Administrators. No securities
commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of New Shares and any representation to the contrary is an
offence.
No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive
the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Shares in the
Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements.
These resale restrictions may in some circumstances apply to resales of the New Shares outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Shares.
Downer as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon Downer or its directors or
officers. All or a substantial portion of the assets of Downer and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against Downer or such persons in
Canada or to enforce a judgment obtained in Canadian courts against Downer or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations
issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.
Statutory rights of action for damages and rescission
Securities legislation in certain of the Provinces may provide purchasers with, in addition to any other rights they may have atlaw, rights of rescission or to damages, or both, when an offering memorandum that
is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation.
Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.
44
International
offering
jurisdictions
Appendix D
50 Downer EDI Limited
4. ASX Offer Announcements (continued)
Not for distribution or release in the United States
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and
Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the
distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules
made under that ordinance).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of
which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of
such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain
independent professional advice.
Malaysia
No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to any offer of New Shares. The New Shares may not be offered, sold or issued in Malaysia except pursuant to, and to
persons prescribed under, Schedules 5 and 6 of the Malaysian Capital Markets and Services Act.
New Zealand
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").
The New Shares are not being offered to the public within New Zealand other than to existing shareholders of Downer with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the FMC
Act and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.
Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
INTERNATIONAL OFFERING JURISDICTIONS
46
Not for distribution or release in the United States
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Shares purchased pursuant to this document (other than (a) a "Canadian
financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the
subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against Downer if this document or any amendment thereto contains a
misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against Downer. This right of action for rescission or damages is in addition to and without derogation
from any other right the purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Shares during the period of
distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against Downer,
provided that (a) Downer will not be liable if it proves that the purchaser purchased the New Shares with knowledge of the misrepresentation; (b) in an action for damages, Downer is not liable for all or any portion of the damages that Downer
proves does not represent the depreciation in value of the New Shares as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Shares were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of
action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave
rise to the cause of action. These rights are in addition to and not in derogation from any other right the purchaser may have.
Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Shares as
any discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Shares (including for
greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentesqu’ila expressément exigé que tous les
documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achatou tout avis) soient rédigés en anglais seulement.
European Union
This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the
European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
INTERNATIONAL OFFERING JURISDICTIONS
45
Downer Retail Entitlement Offer 51
Not for distribution or release in the United States
United Arab Emirates
This document does not constitute a public offer of securities in the United Arab Emirates and the New Shares may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this document nor
the New Shares have been approved by the Securities and Commodities Authority (“SCA”) or any other authority in the UAE.
This document may be distributed in the UAE only to “qualified investors” (as defined in the SCA Board of Directors' ChairmanDecision No. 37 RM of 2019, as amended) and may not be provided to any person
other than the original recipient. No marketing of the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be
consummated within the UAE.
No offer or invitation to subscribe for New Shares is valid, or permitted from any person, in the Abu Dhabi Global Market or the Dubai International Financial Centre.
United Kingdom
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85
of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section
86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" (within the meaning of Article 2(e) of the Prospectus Regulation (2017/1129/EU), replacing
section 86(7) of the FSMA). This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or
caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to Downer.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investment to which this document relates is available only
to relevant persons. Any person who is not a relevant person should not act or rely on this document.
Not for release or distribution in the United States
This Presentation may not be released or distributed in the United States. In particular, this Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or
any other jurisdiction in which such an offer would be illegal. Neither the New Shares nor the entitlements have been, or will be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act)
or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States unless the securities have been registered under the U.S.
Securities Act (which Downer has no obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other
applicable state securities laws.
INTERNATIONAL OFFERING JURISDICTIONS
48
Not for distribution or release in the United States
Norway
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document shall not be
deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New Shares may not be offered or sold, directly or indirectly, in Norway except to
"professional clients" (as defined in the Norwegian Securities Trading Act).
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this
document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares
be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision
(4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of Downer’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined in the
SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in
Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New
Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
Switzerland
The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor
any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules
of any stock exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. The New Shares will only be offered
to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient and not for general circulation in Switzerland.
No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In particular, this document will not be filed
with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
INTERNATIONAL OFFERING JURISDICTIONS
47
52 Downer EDI Limited
Page 1 of 4
Media/ASX and NZX Release
1
Sidley comments: July 21, 2020
Si
DOWNER SUCCESSFULLY COMPLETES INSTITUTIONAL ENTITLEMENT OFFER
22 July 2020
Downer EDI Limited (ASX:DOW) (“Downer”) has successfully completed the institutional
component (“Institutional Entitlement Offer”) of its 1 for 5.58 accelerated pro rata non-
renounceable entitlement offer (“Entitlement Offer”) that was announced on Tuesday, 21 July
2020.
INSTITUTIONAL ENTITLEMENT OFFER
The Institutional Entitlement Offer raised approximately $339 million at the offer price of $3.75 per
share (“Offer Price”) and was strongly supported by institutional shareholders with take-up of
approximately 97% by eligible institutional shareholders.
There was also strong demand from both Downer’s existing institutional shareholders and new
institutional investors for the institutional shortfall, comprising entitlements that were not taken up
by institutional shareholders under the Institutional Entitlement Offer, or that would have been
offered to ineligible shareholders had they been entitled to participate.
The Chief Executive Officer of Downer, Grant Fenn, said:
“We are very pleased with the strong support for the Entitlement Offer shown by both our existing
shareholders and new institutional investors. Proceeds of the Entitlement Offer will be used to
strengthen Downer’s balance sheet, support the acquisition of the remaining shares in Spotless
and provide flexibility for continued investment in Downer’s core Urban Services business. We
believe the strong support for the Institutional Entitlement Offer is an endorsement of the actions
we are taking to make our business more competitive and allow us to drive improved returns going
forward.”
The approximately 90.4 million new shares subscribed for under the Institutional Entitlement Offer
(“New Shares”) are expected to be allotted on Friday, 31 July 2020 and will commence trading on
a normal settlement basis on the ASX on the same day.
New Shares issued under the Institutional Entitlement Offer will rank equally with existing shares
and will not be eligible for the 2020 interim dividend of 14 cents per share to be paid on 25
September 2020 as this dividend had an ex-dividend date of 25 February 2020 and a record date
of 26 February 2020.
Downer EDI Limited
ABN 97 003 872 848
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
www.downergroup.com
Not for distribution or release in the United StatesNot for distribution or release in the United States
4. ASX Offer Announcements (continued)
Downer Retail Entitlement Offer 53
Page 2 of 4
RETAIL ENTITLEMENT OFFER
The retail component of the Entitlement Offer (“Retail Entitlement Offer”), which is fully
underwritten, is expected to raise approximately $61 million.
The Retail Entitlement Offer will open on Tuesday, 28 July 2020 and close at 5.00pm on Friday, 14
August 2020.
Eligible retail shareholders on the Record Date of 7.00pm, Sydney time, on Thursday, 23 July,
2020 will have the opportunity to invest in New Shares at the Offer Price. Eligible retail
shareholders in Australia and New Zealand will be invited to participate in the Retail Entitlement
Offer at the same AUD offer price
2
and offer ratio as the Institutional Entitlement Offer.
The terms and conditions under which eligible retail shareholders may apply are outlined in the
Retail Information Booklet which is expected to be despatched on or around Tuesday, 28 July
2020 and which will be made available on the ASX website on that date.
Shareholders with a registered address outside Australia and New Zealand will be ineligible to
participate in the Retail Entitlement Offer.
For further information regarding the Retail Entitlement Offer, please contact the Downer
Entitlement Offer Information Line on 1300 556 161 or +61 3 9415 4000 (outside Australia), any
time between 8.30am and 5.00pm (Sydney time), Monday to Friday during the Retail Entitlement
Offer period.
Offer Timetable
A timetable of key dates in relation to the Entitlement Offer is set out below. The timetable is
indicative only and dates and times are subject to change without notice. All dates refer to 2020
and times are Sydney time.
EventDate
Announcement of results of Institutional Entitlement Offer
Trading Halt lifted
Trading in ordinary shares resumes on an ex-entitlement basis
Wednesday, 22 July 2020
Record Date for Entitlement Offer (7.00pm Sydney time)Thursday, 23 July 2020
Retail Entitlement Offer opens and Retail Information Booklet
despatched
Tuesday, 28 July 2020
2
Eligible retail shareholders may also subscribe in NZD. The NZD equivalent of the AUD offer price will be specified in the retail
information booklet.
Not for distribution or release in the United States
54 Downer EDI Limited
Page 3 of 4
Settlement of Institutional Entitlement OfferThursday, 30 July 2020
Issue and trading of new shares under the Institutional
Entitlement Offer
Friday, 31 July 2020
Retail Entitlement Offer closes (5.00pm Sydney time)Friday, 14 August 2020
Announce results of Retail Entitlement OfferWednesday, 19 August 2020
Settlement of Retail Entitlement OfferThursday, 20 August 2020
Allotment of new shares under the Retail Entitlement OfferFriday, 21 August 2020
New shares issued under the Retail Entitlement Offer
commence trading on a normal settlement basis
Monday, 24 August 2020
Despatch of holding statements for new shares under Retail
Entitlement Offer
Tuesday, 25 August 2020
Further Information
Authorised for release by Downer’s Chief Executive Officer.
For further information please contact:
Michael Sharp, Group Head of Corporate Affairs and Investor Relations+61 439 470 145
Not for distribution or release in the United States
4. ASX Offer Announcements (continued)
Downer Retail Entitlement Offer 55
Page 4 of 4
IMPORTANT INFORMATION
Forward looking statements disclaimer
This announcement contains certain forward looking statements and comments about current intention,
statements of opinion and predictions as to possible future events, including Downer's expectations about
the future performance of its business, the effect of the funds raised under the Entitlement Offer on those
businesses, the outcome of the Spotless Offer and the future performance (including potential or further
expected synergies) of Downer and Spotless post acquisition. Indications of, and guidance or outlook on,
future earnings or financial position or performance are also forward looking statements and include
statements in this announcement regarding the conduct and outcome of the Entitlement Offer, the use of
proceeds, the outcome of the Spotless Offer, the future performance (including potential or further expected
synergies) of Downer and Spotless post acquisition and Downer's outstanding debt. You are cautioned not to
place undue reliance on any forward looking statement. While due care and attention has been used in the
preparation of forward looking statements, forward looking statements, opinions and estimates provided in
this announcement are based on assumptions and contingencies which are subject to change without notice,
as are statements about market and industry trends which are based on interpretations of current market
conditions. Forward looking statements including projections, guidance on future earnings and estimates are
provided as a general guide only and should not be relied upon as an indication or guarantee of future
performance and involve known and unknown risks, uncertainties and other factors, many of which are
outside the control of Downer, its directors and management. Actual results, performance or achievements
may vary materially from any forward looking statements and the assumptions on which statements are
based. Downer disclaims any intent or obligation to update publicly any forward looking statements, whether
as a result of new information, future events or results or otherwise.
Not for distribution or release in the United States
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in
the United States or any other jurisdiction in which, or to any person to whom, such an offer would be illegal.
Neither the entitlements nor the new shares of Downer issued under the Entitlement Offer have been, nor
will be, registered under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”) or the
securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements and such
securities may not be taken up by, or offered or sold to, directly or indirectly, any person in the United States,
or to any person acting for the account or benefit of any person in the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable securities laws of any state or other jurisdiction of the United States.
About Downer
Downer is the leading provider of integrated services in Australia and New Zealand and customers are at the
heart of everything it does. It exists to create and sustain the modern environment and its promise is to work
closely with its customers to help them succeed, using world-leading insights and solutions to design, build
and sustain assets, infrastructure and facilities. For more information visit downergroup.com.
Not for distribution or release in the United States
56 Downer EDI Limited
5.1 Responsibility for Information Booklet
This Information Booklet (including the ASX Offer Announcements
and the enclosed personalised Entitlement and Acceptance Form)
has been prepared by Downer. This Information Booklet is dated
28 July 2020 (other than the ASX Offer Announcements, which
were released to the ASX and published on the ASX website on
Tuesday, 21 July and Wednesday, 22 July 2020). Statements made
in this Information Booklet are made only as at the date of this
Information Booklet. The information in this Information Booklet
remains subject to change without notice.
No party other than Downer has authorised or caused the issue
of this Information Booklet, or takes any responsibility for, or
makes, any statements, representations or undertakings in this
Information Booklet.
No person is authorised to give any information, or to make any
representation, in connection with the Entitlement Offer that is
not contained in this Information Booklet. Any information or
representation that is not in this Information Booklet may not
be relied on as having been authorised by Downer, or its related
bodies corporate in connection with the Entitlement Offer.
5.2 Status of Information Booklet
The Retail Entitlement Offer is being made pursuant to provisions
of the Corporations Act (as modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2016/84) which allow
rights issues to be conducted without a prospectus.
Neither this Information Booklet nor the Entitlement and
Acceptance Form are required to be lodged or registered with
ASIC. This Information Booklet is not a prospectus under the
Corporations Act and no prospectus for the Entitlement Offer
will be prepared. These documents do not contain, or purport
to contain, all of the information that a prospective investor
may require in evaluating an investment in Downer. They do
not contain all the information which would be required to be
disclosed in a prospectus.
As a result, it is important for Eligible Retail Shareholders to
carefully read and understand the information on Downer and
the Entitlement Offer made publicly available, prior to accepting
all or part of their Entitlement. In particular, please refer to
this Information Booklet, the Investor Presentation and other
announcements made available at http://www.asx.com.au/.
This Information Booklet does not contain financial product
advice and has been prepared without taking into account your
investment objectives, financial circumstances or particular
needs. Downer is not licensed to provide financial product advice
in respect of the New Shares. Before deciding whether to apply
for New Shares, you should consider whether they are a suitable
investment for you in light of your own investment objectives and
financial circumstances and having regard to the merits or risks
involved. If after reading the Information Booklet including the
Investor Presentation released to ASX on Tuesday, 21 July 2020
(in particular, the “Key Risks” section), if you have any questions
about the Entitlement Offer, you should contact your stockbroker,
accountant or other independent professional adviser.
5.3 Information Booklet availability
Eligible Retail Shareholders in Australia and New Zealand can
obtain a copy of this Information Booklet during the period of
the Entitlement Offer by accessing the ASX website or accessing
the Downer offer website at www.downerentitlementoffer.com.
Persons who access the electronic version of this Information
Booklet should ensure that they download and read the entire
Information Booklet. The electronic version of this Information
Booklet on the ASX website and the Downer website will not
include a personalised Entitlement and Acceptance Form.
A replacement personalised Entitlement and Acceptance Form
can be requested by calling the Entitlement Offer Information
Line on 1300 556 161 or +61 3 9415 4000 (outside Australia) at
any time between 8:30am and 5:00pm (Sydney time) on Monday
to Friday during the Retail Entitlement Offer period.
This Information Booklet (including the accompanying
personalised Entitlement and Acceptance Form) may not be
distributed or released to, or relied upon by, persons in the United
States or that are acting for the account or benefit of a person in
the United States.
5.4 Notice to nominees
If Downer believes you hold Shares as a nominee or custodian
you will have received, or will shortly receive, a letter in respect of
the Entitlement Offer from Downer.
Nominees and custodians should consider carefully the contents
of that letter and note in particular that the Retail Entitlement
Offer is not available to Eligible Institutional Shareholders who
were invited to participate in the Institutional Entitlement Offer
(whether they accepted their Entitlement or not) and Ineligible
Institutional Shareholders.
Persons acting as custodians and/or nominees must not take
up Entitlements or apply for New Shares on behalf of, or for the
account or benefit of, a person in the United States and must not
send the Retail Entitlement Offer Booklet or any other document
relating to the Retail Entitlement Offer to, any person that is in
the United States or any person that is acting for the account or
benefit of any person in the United States.
Downer is not required to determine whether or not any
registered holder is acting as a nominee or custodian or the
identity or residence of any beneficial owners of Shares. Where
any holder is acting as a nominee for a foreign person, that holder,
in dealing with its beneficiary, will need to assess whether indirect
participation by the beneficiary in the Retail Entitlement Offer
is compatible with the terms of the Retail Entitlement Offer and
all applicable foreign laws. Eligible Retail Shareholders who are
nominees, trustees or custodians are therefore advised to seek
independent advice as to how to proceed.
5. Important Information
Downer Retail Entitlement Offer 57
5.5 No cooling off
Cooling off rights do not apply to an investment in New Shares.
You cannot withdraw your application once it has been made.
5.6 Privacy Statement
If you complete an application for New Shares, you will be
providing personal information to Downer (directly or through the
Registry). Downer collects, holds and will use that information to
assess your application, service your needs as a Shareholder and
to facilitate distribution payments and corporate communications
to you as a Shareholder.
The information may also be used from time to time and
disclosed to persons inspecting the register, bidders for your
securities in the context of takeovers, regulatory bodies, including
the Australian Taxation Office, authorised securities brokers, print
service providers, mail houses and the Registry.
You can access, correct and update the personal information
that is held about you. If you wish to do so please contact the
Registry at the relevant contact numbers set out in the Corporate
Directory of this Information Booklet.
Collection, maintenance and disclosure of certain personal
information is governed by legislation including the Privacy Act
1988 (Cth) (as amended), the Corporations Act and certain
rules such as the ASX Settlement Operating Rules. You should
note that if the information required on the Entitlement and
Acceptance Form is not provided, Downer may not be able to
accept or process your application.
5.7 Governing Law
This Information Booklet, the Entitlement Offer and the contracts
formed on acceptance of the Entitlement Offers pursuant to the
personalised Entitlement and Acceptance Forms are governed by
the laws applicable in New South Wales, Australia. Each applicant
for New Shares submits to the non-exclusive jurisdiction of the
courts of New South Wales, Australia.
5.8 Foreign Jurisdictions
This Information Booklet has been prepared to comply with the
requirements of the securities laws of Australia.
The New Shares are not being offered to the public within New
Zealand other than to existing Shareholders of the Company with
registered addresses in New Zealand to whom the offer of these
securities is being made in reliance on the Financial Markets
Conduct Act 2013 and the Financial Markets Conduct (Incidental
Offers) Exemption Notice 2016.
This Information Booklet has been prepared in compliance with
Australian law and has not been registered, filed with or approved
by any New Zealand regulatory authority. This Information
Booklet is not a product disclosure statement under New Zealand
law and is not required to, and may not, contain all the information
that a product disclosure statement under New Zealand law is
required to contain.
This Information Booklet does not constitute an offer in any
jurisdiction in which, or to any person to whom, it would not be
lawful to make such an offer. No action has been taken to register
or qualify the Entitlement Offer, the Entitlements, the New Shares,
or otherwise permit the public offering of the New Shares, in any
jurisdiction other than Australia and New Zealand.
This Information Booklet, and any accompanying ASX
announcements and the Entitlement and Acceptance Form,
do not constitute an offer to sell, or the solicitation of an
offer to buy, any securities in the United States. Neither this
Information Booklet nor the Entitlement and Acceptance Form
may be distributed or released in the United States. Neither the
Entitlements nor the New Shares offered in the Entitlement Offer
have been, or will be, registered under the U.S. Securities Act or
the securities laws of any state or other jurisdiction of the United
States. Accordingly, the Entitlements may not be taken up by,
and the New Shares may not be offered or sold to, persons in
the United States or persons who are acting for the account or
benefit of a person in the United States.
The Entitlements offered and sold in the Retail Entitlement Offer
may only be taken up, and the New Shares offered and sold in the
Retail Entitlement Offer may only be offered and sold, outside the
United States in “offshore transactions” (as defined in Rule 902(h)
under the U.S. Securities Act) in reliance on Regulation S under
the U.S. Securities Act.
Any non-compliance with these restrictions may contravene
applicable securities laws.
See the “International Offering Jurisdictions” section of the
Investor Presentation for more information.
5.9 Underwriters
The Entitlement Offer is being fully underwritten by the
Underwriters pursuant to an underwriting agreement dated
21 July 2020 (the Underwriting Agreement). The Underwriting
Agreement contains customary representations, warranties and
indemnities in favour of the Underwriters. A summary of the
circumstances in which the Underwriting Agreement may be
terminated is set out in the “Key Risks” section of the
Investor Presentation.
5.10 Disclaimer of representations
Except as required by law, and only to the extent so required,
none of Downer or any other person, warrants or guarantees the
future performance of Downer or any return on any investment
made pursuant to this Information Booklet.
58 Downer EDI Limited
ABN means Australian Business Number.
Application Monies means the amount specified in the
personalised Entitlement and Acceptance Form, being the
consideration for New Shares under the Retail Entitlement Offer.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited ACN 008 624 691 or, where the
context requires, the financial market operated by it on which
Shares are quoted.
ASX Offer Announcements means the ASX announcements
reproduced in section 4 of the Information Booklet, being the
announcement to ASX on Tuesday, 21 July 2020 of the launch
of the Entitlement Offer, the Investor Presentation and the
Institutional Entitlement Offer Completion Announcement
released to ASX on Wednesday, 22 July 2020.
CGT means capital gains tax.
Corporations Act means the Corporations Act 2001 (Cth).
Eligible Institutional Shareholder means institutional
shareholders who were successfully invited to participate in the
Institutional Entitlement Offer (as determined by the Underwriters).
Eligible Retail Shareholders has the meaning given in
section 1.2 of the Information Booklet.
Entitlement and Acceptance Form means the personalised
form accompanying this Information Booklet to be used to
make an application in accordance with the instructions set
out on that form.
Entitlement means the number of New Shares for which an
Eligible Shareholder is entitled to subscribe under the Entitlement
Offer, being 1 New Share for every 5.58 Shares held at the
Record Date.
Entitlement Offer means the accelerated pro-rata
non-renounceable entitlement offer of 1 New Share for every
5.58 Shares held at the Record Date at an Offer Price of $3.75
(or NZ$4.02) per New Share.
GST means goods and services tax.
Information Booklet means this information booklet in
relation to the Retail Entitlement Offer, including the ASX Offer
Announcements reproduced in section 4 and the personalised
Entitlement and Acceptance Form accompanying the
information booklet.
Ineligible Institutional Shareholder means institutional
shareholders who were treated as ineligible institutional
shareholders under the Institutional Entitlement Offer (as
determined by the Underwriters).
Ineligible Retail Shareholders has the meaning given in
section 1.7 of this Information Booklet.
Institutional Entitlement Offer means the entitlement offer
made to Eligible Institutional Shareholders and successfully
completed on Wednesday, 22 July 2020.
Institutional Entitlement Offer Completion Announcement
means the announcement released to ASX on Wednesday,
22 July 2020 on the successful completion of the Institutional
Entitlement Offer.
Investor Presentation means the Downer Investor Presentation
released to ASX on Tuesday, 21 July 2020 and included in
section 4 of this Information Booklet.
Listing Rules means the official listing rules of the ASX.
New Shares means the fully paid ordinary shares in Downer
offered under the Entitlement Offer.
Offer Price means $3.75 (or NZ$4.02) being the price payable
per New Share under the Entitlement Offer.
Record Date means 7:00pm (Sydney time) on Thursday,
23 July 2020.
Registry means Computershare Investors Services Pty Ltd.
Retail Entitlement Offer means the accelerated pro-rata
non-renounceable entitlement offer of 1 fully paid ordinary shares
for every 5.58 existing Shares held at the Record Date at an Offer
Price of $3.75 (or NZ$4.02) made to Eligible Retail Shareholders.
Share means a fully paid ordinary share in Downer.
Shareholder means a holder of one or more Shares.
U.S. Securities Act means the United States Securities Act 1933
(as amended).
Underwriters means Macquarie Capital (Australia) Limited
ABN 79 123 199 548 and UBS AG, Australia Branch
ABN 47 088 129 613.
Underwriting Agreement means the underwriting agreement
between Downer and the Underwriters under which the
Underwriters have agreed to underwrite the Entitlement Offer.
6. Glossary
Downer Retail Entitlement Offer 59
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60 Downer EDI Limited
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Corporate
Directory
Downer EDI Limited
ACN 003 872 848
Registered Office
Level 2, Triniti III
Triniti Business Campus
39 Delhi Road
North Ryde NSW 2113
Legal Adviser
Ashurst
Level 11, 5 Martin Place
Sydney NSW 2000
Australia
Underwriters
Macquarie Capital
(Australia) Limited
1 Martin Place
Sydney NSW 2000
UBS AG, Australia Branch
Level 16, Chifley Tower
2 Chifley Square
Sydney NSW 2000
Registry
Computershare Investor
Services Pty Ltd
Level 3, 60 Carrington Street
Sydney NSW 2000
WEBSITE
http://www.downergroup.com/
ENTITLEMENT OFFER INFORMATION LINE
1300 556 161 or
+61 3 9415 4000 (outside Australia)
Open between 8:30am and 5:00pm (Sydney
time) on Monday to Friday during the Retail
Entitlement Offer period.
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.