Dispatch of Retail Offer Booklet to retail shareholders
Vulcan Steel Limited 29 Neales Road, East Tamaki, Auckland 2013, New Zealand P +64 9 273 7214 E investor@vulcan.co V U L C A N. C O
Vulcan Steel Limited (ASX: VSL, NZX: VSL)
ASX/NZX/Media release
29 August 2025
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Dispatch of Retail Offer Booklet to retail shareholders
Further to Vulcan Steel Limited’s (Vulcan) announcement of its 1 for 9 underwritten pro
rata accelerated renounceable entitlement offer (Entitlement Offer) on Tuesday, 26
August 2025, the Retail Offer Booklet is attached.
Vulcan advises that the Offer Price in New Zealand dollars has been set at NZ$6.60 for the
retail component of the Entitlement Offer (Retail Entitlement Offer). The Offer Price in New
Zealand dollars was determined using an exchange rate of A$1 to NZ$1.10908 applied to
the Offer Price of A$5.95 per New Share (rounded to 2 decimal places).
The Retail Offer Booklet contains important information about Vulcan’s Entitlement Offer,
including how eligible shareholders in Australia and New Zealand can apply to participate.
For further details, Shareholders can call 1800 502 914 (within Australia) between 8.30am
to 5pm (AEST) weekdays or +64 9 375 5998 (within New Zealand) between 8.30am to 5pm
(NZST) weekdays for more information.
ENDS
Kar Yue Yeo and Sarah-Jane Lawson
Investor and media contacts
Email: karyue.yeo@vulcan.co
Email: sarah-jane.lawson@vulcan.co
Phone: +64 9 273 7214
This announcement was authorised by Vulcan’s Board of Directors.
About Vulcan
Founded in 1995, Vulcan is an Australasian-wide industrial product distributor and value-
added processor with 66 logistics and processing facilities employing approximately 1,350
staff across the company’s Steel and Metals divisions.
About Roofing Industries
Founded in 1999, Roofing Industries is an established manufacturer and supplier of steel
roofing and cladding products. The company employs more than 250 staff and operates in
15 locations servicing residential, commercial and rural markets across New Zealand.
Vulcan Steel Limited 29 Neales Road, East Tamaki, Auckland 2013, New Zealand P +64 9 273 7214 E investor@vulcan.co V U L C A N. C O
This announcement has been prepared for publication in Australia and New Zealand and
may not be released to US wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States or any other jurisdiction. Any securities described in this
announcement have not been, and will not be, registered under the US Securities Act of
1933 and may not be offered or sold in the United States except in transactions exempt
from, or not subject to, the registration requirements of the US Securities Act and
applicable US state securities laws.
ANNUAL REPORT 2024
RETAIL OFFER BOOKLET
Vulcan Steel Limited 29 Neales Road, East Tamaki, Aucland 2013, New Zealand P 09 273 7214 E investor@vulcan.co VULCAN.CO
1
Important Notices
This booklet (Offer Booklet) has been issued by
Vulcan Steel Limited (NZBN 9429038466052,
ARBN 652 996 015) (Vulcan). This Offer Booklet is
relevant to you if you are an Eligible Retail
Shareholder. Eligible Retail Shareholders are
those persons who meet the criteria in Section 5.1
(Eligible Retail Shareholders).
In this Offer Booklet, references to “you” are
references to Eligible Retail Shareholders and
references to “your Entitlement” (or “your
Entitlement and Acceptance Form”) are
references to the Entitlement (or Entitlement and
Acceptance Form) of Eligible Retail Shareholders.
Defined terms used in these important notices
have the meaning given in this Offer Booklet.
This Offer Booklet is not a prospectus or other
disclosure document under the Corporations Act
and has not been lodged with ASIC. The
Entitlement Offer is made in accordance with
section 708AA of the Corporations Act 2001 (Cth)
as modified by ASIC Corporations (Non-
Traditional Rights Issues) Instrument 2016/84
and ASIC Corporations (Disregarding Technical
Relief) Instrument 2016/73 (Corporations Act).
References to the Corporations Act in this Offer
Booklet are references to the Corporations Act as
modified by those instruments. This Offer Booklet
does not contain all of the information which an
investor may require to make an informed
investment decision. The information in this Offer
Booklet does not constitute financial product
advice and does not take into account your
investment objectives, financial situation or
particular needs.
This Offer Booklet should be read in its entirety
before you decide to participate in the Retail
Entitlement Offer. Eligible Retail Shareholders
should conduct their own independent review,
investigations and analysis of Vulcan and the
New Shares, and obtain any professional advice
they may require to evaluate the merits and risks
of an investment in Vulcan before making any
investment decision.
In particular, you should consider:
• the risk factors outlined in the ‘Key Risks’
section of the Investor Presentation
included in Section 3 of this Offer Booklet
for a summary of certain general and
Vulcan specific risk factors that may
affect the operating and financial
performance of Vulcan or the value of an
investment in Vulcan, including specific
risks relating to the Acquisition; and
• the Investor Presentation and Offer
Announcement in Section 3 of this Offer
Booklet, Vulcan’s interim and annual reports
and other announcements made by Vulcan
which are available at
https://www.asx.com.au/markets/company
/VSL a nd
https://www.nzx.com/companies/VSL/anno
uncements ( including announcements
which may be made by Vulcan after the
publication of this Offer Booklet).
This Offer Booklet (other than the Investor
Presentation and Offer Announcement) is dated
Friday, 29 August 2025. The Investor Presentation
and Offer Announcement are current as at
Tuesday, 26 August 2025. This Offer Booklet
remains subject to change without notice.
By returning an Entitlement and Acceptance
Form or otherwise paying for your New Shares
through BPAY® in accordance with the
instructions on the Entitlement and Acceptance
Form (or via another permitted method), you
acknowledge that you have read this Offer
Booklet and you have acted in accordance with
and agree to the terms of the Retail Entitlement
Offer detailed in this Offer Booklet.
No overseas offering
This Offer 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 Offer Booklet does not constitute
an offer to Ineligible Shareholders and may not
be distributed in the United States, and the New
Shares and Entitlements may not be offered or
sold, directly or indirectly, to persons in the
United States.
This Offer Booklet is not to be distributed in, and
no offer of New Shares is to be made, in countries
other than Australia and New Zealand or any
other jurisdictions that Vulcan may determine to
extend the Retail Entitlement Offer into.
2
No action has been taken to register or qualify
the Retail Entitlement Offer, the Entitlements, the
New Shares, or otherwise permit the offering of
the New Shares, in any jurisdiction other than
Australia and New Zealand.
The distribution of this Offer Booklet (including an
electronic copy) outside Australia and New
Zealand, is restricted by law. If you come into
possession of the information in this Offer
Booklet, you should observe such restrictions.
Any non-compliance with these restrictions may
contravene applicable securities laws.
New Zealand
The Entitlements and the New Shares are not
being offered to the public within New Zealand
other than to existing shareholders of Vulcan
with registered addresses in New Zealand to
whom the offer of these securities is being made
in reliance on the Financial Markets Conduct
(Same Class Offers ASX/NZX-Quoted Financial
Products) Exemption Notice 2023 (New Zealand).
This document has been prepared in
compliance with Australian law and has not
been registered, filed with or approved by any
New Zealand regulatory authority under the
Financial Markets Conduct Act 2013. This
document 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.
United States
None of the information in this Offer Booklet or
the Entitlement and Acceptance Form that will
accompany this Offer Booklet when it is
despatched to Eligible Retail Shareholders (as
set out in the ‘Key dates’ section) constitutes an
offer to sell, or the solicitation of an offer to buy,
any securities in the United States or to any
person acting for the account or benefit of any
person in the United States. None of the Offer
Booklet (or any part of it), the accompanying
Chair’s Letter, the Investor Presentation, Offer
Announcement or the Entitlement and
Acceptance Form when that is to be made
available, may be distributed or released,
directly or indirectly, in the United States.
The New Shares and Entitlements have not been,
and will not be, registered under the U.S.
Securities Act of 1933, as amended (the U.S.
Securities Act) or the securities laws of any state
or other jurisdiction of the United States. The New
Shares and Entitlements may not be offered or
sold, directly or indirectly, to persons 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 in the United States. The New Shares
and Entitlements 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.
Taxation
There will be tax implications associated with
participating in the Retail Entitlement Offer and
receiving New Shares. Section 4 of this Offer
Booklet provides a general summary of the
Australian income tax, goods and services tax
(GST) and stamp duty implications of the Retail
Entitlement Offer for certain Eligible Retail
Shareholders who are Australian tax residents
and who hold their Shares on capital account.
This summary does not take account of the
individual circumstances of particular Eligible
Retail Shareholders and does not constitute tax
advice. Vulcan recommends that you consult
your professional tax adviser in connection with
the Retail Entitlement Offer.
Privacy
Vulcan collects information about each
Applicant provided on an Entitlement and
Acceptance Form for the purposes of processing
the Application and, if the Application is
successful, to administer the Applicant's
shareholding in Vulcan.
By submitting an Entitlement and Acceptance
Form, you will be providing personal information
to Vulcan (directly or through the Share
Registry). Vulcan collects, holds and will use that
information to assess your Application. Vulcan
collects your personal information to process
and administer your shareholding in Vulcan and
to provide related services to you. Vulcan may
disclose your personal information for purposes
related to your shareholding in Vulcan, including
to the Share Registry, Vulcan’s related bodies
corporate, agents, contractors and third party
service providers, including mailing houses and
3
professional advisers, and to ASX and regulatory
bodies. You can obtain access to personal
information that Vulcan holds about you. To
make a request for access to your personal
information held by (or on behalf of) Vulcan,
please contact Vulcan through the Share
Registry.
Future performance and forward-looking
statements
This Offer Booklet contains certain “forward
looking statements”. The words "expect",
"anticipate", "estimate", "intend", "believe",
"guidance", "should", "could", "may", "will", "predict",
"plan" and other similar expressions are intended
to identify forward-looking statements.
Indications of, and guidance on, future earnings
and financial position and performance are also
forward-looking statements. Forward-looking
statements, opinions and estimates provided in
this Offer 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.
This Offer Booklet includes statements regarding
certain plans, strategies and objectives of
management and expected financial
performance, effects of the Retail Entitlement
Offer and use of proceeds. It is believed that the
expectations reflected in these statements are
reasonable, but they may be affected by a range
of variables and changes in underlying
assumptions which could cause actual results or
trends to differ materially. Refer to the ‘Key Risks’
of the Investor Presentation included in Section 3
of this Offer Booklet for a summary of certain risk
factors that may affect Vulcan. No
representation, warranty or assurance (express
or implied) is given or made in relation to any
forward-looking statement by any person
(including Vulcan). In particular, no
representation, warranty or assurance (express
or implied) is given that the occurrence of the
events expressed or implied in any forward-
looking statements in this Offer Booklet will
actually occur. Actual results, performance or
achievement may vary materially from any
projections and forward-looking statements and
the assumptions on which those statements are
based.
The forward-looking statements in this Offer
Booklet speak only as of the date of this Offer
Booklet. Subject to any continuing obligations
under applicable law or any relevant ASX Listing
Rules, Vulcan disclaims any obligation or
undertaking to provide any updates or revisions
to any forward-looking statements in this Offer
Booklet to reflect any change in expectations in
relation to any forward-looking statements or
any change in events, conditions or
circumstances on which any such statement is
based. Nothing in this Offer Booklet will under any
circumstances create an implication that there
has been no change in the affairs of Vulcan
since the date of this Offer Booklet.
Financial information
All financial information in this Offer Booklet is in
Australian Dollars (A$ or AUD) unless otherwise
stated. For further information on the financial
information provided in this Offer Booklet,
investors should refer to the “Important Notices
and Disclaimer” section in the Investor
Presentation (a copy of which is included in
Section 3 of this Offer Booklet). The financial
information provided in this Offer Booklet is for
illustrative purposes only and is not represented
as being indicative of Vulcan’s views on its future
financial condition and/or performance.
Accordingly, investors should treat this
information with appropriate caution.
Past performance
Investors should note that past performance,
including past share price performance, cannot
be relied upon as an indicator of (and provides
no guidance as to) future Vulcan performance
including future share price performance.
Risks
Refer to the ‘Key Risks’ section of the Investor
Presentation included in Section 3 of this Offer
Booklet for a summary of the general and
specific risk factors that may affect Vulcan,
including risks relating to the Acquisition.
Investors should consider these risks carefully in
light of their personal circumstances, including
financial and taxation issues, before making an
investment decision in connection with the Retail
Entitlement Offer.
4
Definitions, times and dates
Defined terms used in this Offer Booklet are
contained in Section 6 of this Offer Booklet. Times
and dates in this Offer Booklet are indicative only
and subject to change. All times and dates refer
to AEST, unless otherwise stated. Refer to the ‘Key
dates’ section of this Offer Booklet for more
details.
Currency
Unless otherwise stated, all dollar values in this
Offer Booklet are in Australian dollars ($ or AUD).
The Offer Price of A$5.95 has been converted into
New Zealand dollars at an exchange rate of A$1
to NZ$1.10908 resulting in an equivalent Offer
Price of NZ$6.60 (rounded to 2 decimal places).
Trading New Shares
To the maximum extent permitted by law, Vulcan
will have no responsibility and disclaims all
liability (including without limitation liability for
negligence) to persons who trade New Shares
they believe will be issued to them before they
receive their holding statements, whether on the
basis of confirmation of the allocation provided
by Vulcan or the Share Registry or otherwise, or
who otherwise trade or purport to trade New
Shares in error or which they do not hold or are
not entitled to.
If you are in any doubt as to these matters you
should first consult with your stockbroker,
solicitor, accountant or other professional
adviser.
Refer to Section 5 of this Offer Booklet for details.
5
Contents
Chair’s Letter ................................................................................................................. 6
Summary of the Entitlement Offer ............................................................................. 8
Key dates ....................................................................................................................... 8
1. Summary of options available to you ................................................................ 9
2. How to Apply ........................................................................................................ 12
3. Offer Announcement .......................................................................................... 20
4. Australian Taxation Implications ...................................................................... 26
5. Important Information........................................................................................ 31
6. Definitions ............................................................................................................ 41
7. Corporate Directory ............................................................................................ 45
6
Chair’s Letter
Dear Shareholder,
On behalf of the Board of Vulcan Steel Limited (Vulcan), it is my pleasure to invite all Eligible
Retail Shareholders to participate in an equity raising to fund our acquisition of Roofing
Industries Limited (Roofing Industries).
Acquisition of Roofing Industries
Vulcan has entered into an agreement to acquire 100% of the equity in Roofing Industries for
NZ$88 million.
1
Roofing Industries is a leading New Zealand operator in the steel roofing and
cladding market.
With 15 locations across both the North and South Islands, Roofing Industries has a well-
established national presence and a diverse customer base spanning the residential,
commercial, and rural markets. The acquisition will strengthen our product and service offering,
open up meaningful cross-selling opportunities, and further enhance the value we deliver to
our customers.
We are excited about this opportunity, which we believe represents a highly attractive entry
point into the segment and is a compelling addition to Vulcan’s operations. This acquisition
builds on Vulcan’s strong and disciplined mergers and acquisitions track record, marking our
fourth entry via acquisition into a new market vertical since 2014.
Equity Raising
To fund the acquisition, on Tuesday, 26 August 2025, we announced a fully underwritten pro-
rata accelerated renounceable entitlement offer of new Vulcan shares to raise approximately
A$87.1 million (approximately NZ$96.3 million). The Entitlement Offer is made up of an
accelerated institutional component and a retail component.
The institutional component of the Entitlement Offer was completed on Wednesday, 27 August
2025, raising gross proceeds of approximately A$59.4 million.
Eligible Retail Shareholders are now invited to subscribe for 1 New Share for every 9 existing
Vulcan shares held on the record date of 7.00pm (AEST) / 9.00pm (NZST) on Thursday, 28
August 2025, at an Offer Price of A$5.95 or converted into New Zealand dollars at a price of
NZ$6.60.
This is the same price that was offered to investors who participated in the institutional
component. The offer price represents a discount of:
• a 9.0% discount to the theoretical ex-rights price (TERP)
2
of A$6.53; and
• a 9.8% discount to Vulcan’s last closing share price on ASX of A$6.60 on 25 August 2025.
1
Including Roofing Industries’ interests in three related roofing products businesses and Roofing Industries’ interests in various
non-wholly owned branch companies.
2
Theoretical ex-rights price (TERP) is the theoretical price at which Vulcan shares trade on ASX immediately after the ex-date for
the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Vulcan 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 Vulcan share price as traded on ASX on Monday, 25 August 2025, being the last
trading day prior to the announcement of the Entitlement Offer.
7
You can choose to take-up all, part or none of your entitlement. Entitlements cannot be traded
or sold on either the ASX or the NZX, nor can they be traded privately. To participate in the
Entitlement Offer, please complete an online application
at vulcan.capitalraisings.com and
pay for your New Shares before 5.00pm (AEST) / 7.00pm (NZST) on Thursday, 11 September 2025.
Eligible Retail Shareholders who take-up their full entitlement may also apply for additional New
Shares not taken up by other retail Shareholders. Eligible Retail Shareholders who apply for
additional New Shares may be allocated New Shares from the Retail Shortfall Bookbuild in
accordance with the allocation policy set out in Section 5.7 of this Retail Offer Booklet. The price
for those additional New Shares will be the clearing price for the Retail Shortfall Bookbuild, which
will be at, or above, the Offer Price.
Any proceeds in excess of the Offer Price under the Bookbuilds (i.e., a premium) will be paid (net
of any applicable withholding tax) on a pro-rata basis to those Eligible Retail Shareholders who
do not take up their full entitlement and to Ineligible Retail Shareholders.
The Board is determined to ensure the Entitlement Offer is fair to all shareholders and give as
many shareholders as possible (subject to legal restrictions) the opportunity to participate on
a pro-rata basis, while also ensuring those shareholders that cannot participate have the
opportunity to realise value for their renounced entitlements.
This Offer Booklet contains important information about the Entitlement Offer. Please read this
Offer Booklet carefully, including the ‘Key Risks’ section set out in the Investor Presentation, and
consult your stockbroker, solicitor, accountant or other professional adviser, before you decide
whether to participate in the Entitlement Offer.
If you have any questions about the process for participating in the Entitlement Offer, please
call the Vulcan Steel Investor Information Line on 1800 502 914 (within Australia) between
8. 30am to 5.00pm (AEST) weekdays or +64 9 375 5998 (within New Zealand) between 8.30am
to 5.00pm (NZST) weekdays.
On behalf of the Vulcan Board, thank you for your continued support, and we welcome your
consideration of, and participation in, the Entitlement Offer.
Yours sincerely,
Russell Chenu
Chair
Vulcan Steel Limited
8
Summary of the Entitlement Offer
Ratio 1 New Share for every 9 existing Shares in Vulcan
Offer Price A$5.95 ( or NZ$6.60) per New Share
Size Approximately 14.6 million New Shares
Gross proceeds Approximately A$87.1 million (approximately NZ$96.3 million)
Renounceable? The Entitlement Offer is renounceable.
Underwritten?
The Offer is fully underwritten on the terms and conditions of the
Underwriting Agreement.
Key dates
EVENT DATE
Announcement of the Offer Tuesday, 26 August 2025
Record Date for the Retail Entitlement Offer (7.00pm AEST) / (9.00pm NZST)
Thursday, 28 August 2025
Details of Offer Booklet dispatched to Eligible Retail
Shareholders
Friday, 29 August 2025
Retail Entitlement Offer opens (8.00am AEST) / (10.00am NZST)
Tuesday, 2 September 2025
Retail Entitlement Offer closes (5.00pm AEST) / (7.00pm NZST)
Thursday, 11 September 2025
Announcement of the results of Retail Entitlement Offer Tuesday, 16 September 2025
Retail Shortfall Bookbuild (for retail Entitlements not taken up
by Shareholders and Entitlements of Ineligible Retail
Shareholders)
Tuesday, 16 September 2025
Announcement of the results of Retail Shortfall Bookbuild Wednesday, 17 September 2025
ASX settlement of New Shares issued under the Retail
Entitlement Offer
Friday, 19 September 2025
ASX allotment and trading of New Shares issued under the
Retail Entitlement Offer on the ASX
Monday, 22 September 2025
NZX settlement, allotment and trading of New Shares issued
under the Retail Entitlement Offer on the NZX
Monday, 22 September 2025
Holding statements in respect of New Shares issued under
the Retail Entitlement Offer dispatched
Monday, 22 September 2025
Retail premium expected to be paid to Eligible Retail
Shareholders who elected not to take-up their Entitlements
and Ineligible Retail Shareholders (if any)
On or about Monday, 29
September 2025
If you have any questions, please contact the Vulcan Steel Investor Information Line on 1800 502 914 (within
Australia) between 8.30am to 5.00pm (AEST) weekdays or +64 9 375 5998 (within New Zealand) between
8:30am to 5.00pm (NZST) weekdays during the Offer Period or if you require advice about your participation in
the Retail Entitlement Offer, consult your stockbroker, accountant or other independent professional adviser.
9
Enquiries
1. Summary of options available to you
If you are an Eligible Retail Shareholder (as defined in Section 5.1) you may take one of the
following actions:
• take up all or part of your Entitlement (and renounce any balance);
• take up all of your Entitlement and apply for a dollar amount of Additional New Shares in excess of
your Entitlement under the Retail Shortfall Bookbuild; or
• do nothing, in which case you will be deemed to have renounced your Entitlement (and those
renounced Entitlements will be transferred and offered for sale in the Retail Shortfall Bookbuild on
your behalf).
If you are a Shareholder that is not an Eligible Retail Shareholder, you are an Ineligible
Shareholder. Ineligible Shareholders are not entitled to participate in the Retail
Entitlement Offer.
Options available to you Key considerations
Option 1: Take up all or
part of your Entitlement
• You may elect to purchase New Shares at the Offer
Price (see Section 2 for instructions on how to take up
your Entitlement).
• The New Shares will be fully paid and rank equally in all
respects with existing Shares from the date of their
issue.
• The Retail Entitlement Offer closes at 5.00pm (AEST) /
7.00pm (NZST) on Thursday, 11 September 2025.
• You will be deemed to have renounced any part of
your Entitlement that you do not take up. Renounced
Entitlements will be transferred and offered for sale in
the Retail Shortfall Bookbuild on behalf of renouncing
Shareholders.
• If you do not take up your Entitlement in full, you will
have your percentage holding in Vulcan reduced as a
result of dilution by the New Shares issued under the
Entitlement Offer.
10
Options available to you Key considerations
Option 2: Take up all of
your Entitlement and apply
for a dollar amount of
Additional New Shares in
excess of your Entitlement
under the Retail Shortfall
Bookbuild.
• You may elect to purchase Additional New Shares at
the Bookbuild Price (see Section 2 for instructions on
how to take up your Entitlement).
• If you take up all of your Entitlement, you may apply for
an additional dollar amount of Additional New Shares
in excess of your Entitlement under the Retail Shortfall
Bookbuild.
Payment must be made for both your Entitlement and
the dollar value of Additional New Shares that you are
applying for under the Retail Shortfall Bookbuild.
• The number of Additional New Shares you will receive
under the Retail Bookbuild will depend on the
allocation made to you and the Bookbuild Price for the
Retail Shortfall Bookbuild.
• Any Additional New Shares allocated to you will be
issued at the Bookbuild Price for the Retail Shortfall
Bookbuild. The Bookbuild Price will be equal to or
above the Offer Price.
• For further information about the Retail Shortfall
Bookbuild, including the allocation policy that will
apply to the allocation and scaling for Additional New
Shares under the Retail Shortfall Bookbuild, see Section
5.7.
• The Retail Entitlement Offer closes at 5.00pm (AEST) /
7.00pm (NZST) on Thursday, 11 September 2025 and
the Retail Shortfall Bookbuild will occur on Tuesday, 16
September 2025.
Option 3: Do nothing in
which case you will be
deemed to have
renounced your
Entitlement
• As the Entitlement Offer is renounceable, you will be
deemed to have renounced any part of your
Entitlement that you have not taken up prior to the
Closing Date.
• Renounced Entitlements will be transferred and
offered for sale in the Retail Shortfall Bookbuild on
behalf of renouncing Shareholders.
• To the extent you do not take up your Entitlement, your
Entitlement will be sold through the Retail Shortfall
Bookbuild to be conducted on Tuesday, 16 September
2025 following the close of the Retail Entitlement Offer.
11
Options available to you Key considerations
• If the amount per New Share realised in the Retail
Shortfall Bookbuild exceeds the Offer Price, the excess
will be paid (net of any applicable withholding tax) on
a pro-rata basis to Ineligible Retail Shareholders and
Eligible Retail Shareholders with respect to any
Entitlements or part Entitlements they did not accept
under the Retail Entitlement Offer.
If you have any doubt about how you should deal with your Entitlements, you should seek
professional advice from an adviser who is licensed to give that advice before making
any investment decision.
You should carefully read the ‘Key Risks’ section of the Investor Presentation included in
Section 3 of this Offer Booklet.
12
2. How to Apply
2.1 Your Entitlement
Your Entitlement is set out in your personalised online Entitlement and Acceptance Form
and has been calculated as 1 New Share for every 9
Shares you held as at the Record
Date of 7.00pm (AEST) / 9.00pm (NZST) on Thursday, 28 August 2025. Where fractions
arise in the calculation of Entitlements, they will be rounded up to the nearest whole
number of New Shares.
If you have more than one registered holding of Shares, you will be sent more than one
email or letter with your application details and you will have separate Entitlements for
each separate holding.
New Shares issued pursuant to the Retail Entitlement Offer will be fully paid and rank
equally with existing Shares on issue.
The Entitlement stated in your personalised online Entitlement and Acceptance Form may
be in excess of the actual Entitlement you may be permitted to take up where, for
example, you are holding Shares on behalf of a person in the United States (see definition
of Eligible Retail Shareholder in Section 5.1).
2.2 Nominees and custodians
The Retail Entitlement Offer is being made to all Eligible Retail Shareholders (as defined in
Section 5.1) on the register of Vulcan at 7.00pm (AEST) / 9.00pm (NZST) on the Record
Date. Vulcan does not undertake 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 or custodian for a person, that holder, in dealing
with its beneficiary, will need to assess whether indirect participation by the beneficiary in
the Retail Entitlement Offer is permitted under the terms of the Retail Entitlement Offer.
Any person (such as a nominee or custodian) that is or is acting for the account or
benefit of a person in the United States may not participate in the Retail Entitlement Offer
on behalf of such persons in the United States and may not send this Offer Booklet or any
other materials into the United States.
Please see Section 5.10 for further information.
Vulcan does not undertake to advise you on any applicable laws or of how the
restrictions apply to you.
2.3 Options available to you
If you are an Eligible Retail Shareholder, you may do any one of the following:
• take up all or part of your Entitlement (refer to Section 2.3.1);
• take up all of your Entitlements and apply for a dollar amount of Additional New
Shares in excess of your Entitlement under the Retail Shortfall Bookbuild (refer to
Section 2.3.2); or
13
• do nothing in which case you will be deemed to have renounced your Entitlement
(refer to Section 2.3.2).
Ineligible Retail Shareholders do not have any entitlement to participate in the Retail
Entitlement Offer. Eligible Retail Shareholders who do not participate in the Retail
Entitlement Offer will have their percentage holding in Vulcan reduced. Eligible Retail
Shareholders who participate in the Retail Entitlement Offer will see their percentage
holding in Vulcan stay the same if they take up all of their Entitlement or reduce if they
take up only part of their Entitlement.
The closing date for the acceptance of the Retail Entitlement Offer is 5.00pm (AEST) /
7.00pm (NZST) on Thursday, 11 September 2025 (however, that date may be varied by
Vulcan, in accordance with the ASX Listing Rules and the Underwriting Agreement).
2.3.1 Take up all or part of your Entitlement
If you decide to take up all or part of your Entitlement, you will need to submit your
Application and pay your Application Monies in accordance with the instructions set out
on your personalised Entitlement and Acceptance Form (refer to Section 2.5 for the
available payment options).
Payment must be received by the Share Registry by no later than 5.00pm (AEST) /
7.00pm (NZST) on Thursday, 11 September 2025.
If you take up all or part of your Entitlement you will be issued your New Shares on or
about Monday, 22 September 2025. Vulcan’s decision on the number of New Shares to be
issued to you will be final. If Vulcan receives an amount that is less than the Offer Price
multiplied by your Entitlement, your payment will be treated as an Application for as
many New Shares as your payment will pay for in full.
Vulcan also reserves the right (in its absolute discretion) to reduce the number of New
Shares issued to Eligible Retail Shareholders, or persons claiming to be Eligible Retail
Shareholders, if Vulcan believes their claims to be overstated or if they or their nominees
fail to provide information to substantiate their claims to Vulcan’s satisfaction.
Refund amounts will be paid in the currency in which you paid your Application Monies
(only where the amount is A$2.00 / NZ$2.20, as applicable, or greater). You will be paid
either by direct credit to the nominated bank account as noted on the share register as
at the Closing Date or by cheque sent by ordinary post to your address as recorded on
the share register (the registered address of the first-named in the case of joint holders).
No interest will be paid on refunded amounts. Eligible Retail Shareholders who do not take
up all of their Entitlement will have their percentage holding in Vulcan reduced.
14
2.3.2 Take up all of your Entitlement and apply for a dollar amount of Additional
New Shares in excess of your Entitlement under the Retail Shortfall Bookbuild
An Eligible Retail Shareholder who takes up their full Entitlement may participate in the
Retail Shortfall Bookbuild by applying for a dollar amount of Additional New Shares in
excess of their Entitlement in accordance with the instructions set out in their Entitlement
and Acceptance Form. If there are insufficient Additional New Shares available in the
Retail Shortfall Bookbuild to satisfy all Retail Shortfall Bookbuild applications, those
applications may be scaled. Scaling will be undertaken on a pro-rata basis by reference
to those Applicants’ shareholdings as at the Record Date.
Eligible Retail Shareholders who do not take up all of their Entitlement will not be eligible
to apply for Additional New Shares.
2.3.3 Do nothing in which case you will be deemed to have renounced your
Entitlement
As the Entitlement Offer is renounceable, you will be deemed to have renounced any part
of your Entitlement that you have not taken up or sold prior to the Closing Date.
Renounced Entitlements will be transferred and offered for sale in the Retail Shortfall
Bookbuild on behalf of renouncing Eligible Retail Shareholders.
To the extent you do not take up your Entitlement, your Entitlement will be sold through
the Retail Shortfall Bookbuild to be conducted on Tuesday, 16 September 2025 following
the close of the Retail Entitlement Offer. If the amount per New Share realised in the Retail
Shortfall Bookbuild exceeds the Offer Price, the excess will be paid (net of any applicable
withholding tax) on a pro-rata basis to Ineligible Retail Shareholders and Eligible Retail
Shareholders with respect to any Entitlements or part Entitlements they did not accept
under the Retail Entitlement Offer.
2.4 Consequences of not accepting all or part of your Entitlement
By allowing part or all of 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
in full. Your interest in Vulcan will also be diluted.
2.5 Payment
2.5.1 Payment by BPAY®
For Eligible Retail Shareholders in Australia, payment of Application Monies must be made
by BPAY
®
only. Cheque, bank draft, money order and cash payments will not be accepted.
Please follow the instructions via the online Entitlement and Acceptance form at
vulcan.capitalraisings.com
. 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.
15
Please note that when paying via BPAY
®
:
• you will need to submit the personalised online Entitlement and Acceptance Form
to access the Biller code and your unique Reference Number. These details will be
emailed to you once you submit your application. You must accept the
declarations, representations and warranties on that personalised Entitlement and
Acceptance Form and in the Important Information Section of this Offer Booklet;
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 BPAY
®
payment is received by the Share
Registry by no later than 5.00pm (AEST) / 7.00pm (NZST) on Thursday, 11 September
2025 (subject to variation). 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. Receipts for payment will
not be issued.
Please make sure you use the specific Biller Code and your unique Customer Reference
Number (CRN) provided. If you have more than one holding of Shares, you will be sent
more than one email or letter and you will have separate Entitlements for each separate
holding. If you receive more than email or letter, please only use the CRN specific to the
Entitlement.
Any Application Monies received for more than your final allocation of New Shares will be
refunded as soon as practicable. Refund amounts will be paid in the currency in which
you paid your Application Monies (only where the amount is A$2.00 / NZ$2.20, as
applicable, or greater). No interest will be paid on any Application Monies received
or refunded.
2.5.2 New Zealand holders
For Eligible Retail Shareholders in New Zealand, payment of Application Monies must be
made by Direct Debit only. Cheque, bank draft, money order and cash payments will not
be accepted.
Eligible Retail Shareholders who are resident in New Zealand must provide payment in
New Zealand dollars. The Offer Price in New Zealand dollars is NZ$6.60 per New Share,
being the Offer Price converted to New Zealand dollars at the applicable exchange rate of
1 Australian dollar equals 1.10908 New Zealand dollars (rounded to 2 decimal places). Your
payment in New Zealand dollars is determined by multiplying the number of New Shares
that you are applying for by NZ$6.60.
16
Your payment in New Zealand dollars is determined as follows:
• by multiplying the number of New Shares in respect of which you are taking up your
entitlement by NZ$6.60; and
• if you are taking up all of your Entitlement and applying for a dollar amount of
Additional New Shares in excess of your Entitlement, by adding to the amount
determined in a) the New Zealand dollar equivalent of the Australian dollar amount
of Additional New Shares applied for, which is determined by multiplying that
Australian dollar amount by the exchange rate of 1.10908.
Any Application Monies received in New Zealand dollars for more than your final
allocation of New Shares will be refunded in New Zealand dollars (only where the amount
is NZ$2.20 or greater) as soon as practicable. No interest will be paid on any Application
Monies received or refunded.
Please note when paying via Direct Debit you must ensure that:
• a New Zealand bank account is supplied and is a transactional account eligible for
direct debit transactions (please note that online saving accounts may not be
direct debitable);
• the bank account details supplied are correct;
• sufficient funds are available in the bank account for the direct debit; and
• the person(s) giving the direct debit instruction has/have the authority to operate
the account solely/jointly.
2.6 Entitlement and Acceptance Form is binding
A completed and lodged Entitlement and Acceptance Form together with the payment of
requisite Application Monies via BPAY
®
or Direct Debit constitutes a binding acceptance to
acquire New Shares on the terms and conditions set out in this Offer 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. Vulcan’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 your personalised online Entitlement and Acceptance Form with the
requisite Application Monies via payment by BPAY® or Direct Debit, you will be deemed to
have acknowledged, represented and warranted on behalf of each person on whose
account you are acting that:
• you have read and understand this Offer Booklet and your personalised Entitlement
and Acceptance Form in their entirety;
• you agree to be bound by the terms of the Retail Entitlement Offer, the provisions of
this Offer Booklet, and Vulcan’s constitution;
• you authorise Vulcan to register you as the holder(s) of New Shares allotted to you;
• you declare that all details and statements in the personalised Entitlement and
Acceptance Form are complete and accurate;
17
• you declare you are over 18 years of age and have full legal capacity and power to
perform all of your rights and obligations under the personalised Entitlement and
Acceptance Form;
• that once Vulcan receives your personalised Entitlement and Acceptance Form
and any payment of Application Monies via BPAY® or Direct Debit, you may not
withdraw your Application or funds provided except as allowed by law;
• you agree to apply for and be issued up to the number of New Shares specified in
the personalised Entitlement and Acceptance Form (and any Additional New
Shares applied for), for which you have submitted payment of any Application
Monies via BPAY® or Direct Debit;
• you authorise Vulcan, the Underwriters, the Share Registry and their respective
officers or agents to do anything on your behalf necessary for New Shares and
Additional New Shares (if relevant) to be issued to you, including to act on
instructions of the Share Registry upon using the contact details set out in your
personalised online Entitlement and Acceptance Form;
• you declare that you were the registered holder(s) at the Record Date of the Shares
indicated on the personalised online Entitlement and Acceptance Form as being
held by you on the Record Date;
• the information contained in this Offer Booklet and your personalised online
Entitlement and Acceptance Form is not investment advice nor a recommendation
that New Shares are suitable for you given your investment objectives, financial
situation or particular needs;
• this Offer Booklet is not a prospectus, does not contain all of the information that
you may require in order to assess an investment in Vulcan and is given in the
context of Vulcan’s past and ongoing continuous disclosure announcements to
ASX and NZX, which are publicly available at
https://www.asx.com.au/markets/company/VSL and
https://www.nzx.com/companies/VSL/announcements;
• you have read and understood the statement of key risks in the ‘Key Risks’ section
of the Investor Presentation included in Section 3 of this Offer Booklet, and
understand and acknowledge that the Acquisition and investments in Vulcan
generally are subject to risk;
• none of Vulcan, the Underwriters, nor their respective related bodies corporate and
affiliates and their respective directors, officers, partners, employees,
representatives, agents, consultants or advisers, guarantees the performance of
Vulcan, nor do they guarantee the repayment of capital;
• you agree to provide (and direct your nominee or custodian to provide) any
requested substantiation of your eligibility to participate in the Retail Entitlement
Offer and of your holding of Shares on the Record Date;
• you authorise Vulcan to correct any errors in your personalised online Entitlement
and Acceptance Form or other form provided by you;
18
• you represent and warrant (for the benefit of Vulcan, the Underwriters and their
respective related bodies corporate and affiliates) that you are not an Ineligible
Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;
• you represent and warrant that the law of any place does not prohibit you from
being given this Offer Booklet and the personalised Entitlement and Acceptance
Form, nor does it prohibit you from making an application for New Shares and that
you are otherwise eligible to participate in the Retail Entitlement Offer;
• you represent and warrant that you are an Eligible Retail Shareholder and not in the
United States and are not a person (including a nominee or custodian) acting for
the account or benefit of a person in the United States and are not otherwise a
person to whom it would be illegal to make an offer of Entitlements or issue New
Shares under the Retail Entitlement Offer;
• you and each person on whose account you are acting understand and
acknowledge that the New Shares and Entitlements have not been, or will not be,
registered under the U.S. Securities Act or the securities laws of any state or other
jurisdiction in the United States and may not be offered, sold or otherwise
transferred in the United States. You further acknowledge that the New Shares and
Entitlements may only be offered, sold or resold 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;
• you are purchasing New Shares and Entitlements outside the United States (i.e. in
an “offshore transaction” (as defined in Rule 902(h) under the U.S. Securities Act) in
compliance with Regulation S under the U.S. Securities Act);
• you have not and will not send this Offer Booklet, the Entitlement and Acceptance
Form or any other materials relating to the Retail Entitlement Offer to any person in
the United States, to any person acting for the account or benefit of a person in the
United States, or to any person in any other country outside Australia and New
Zealand (except that nominees may send such materials to Institutional Investors);
• if in the future you decide to sell or otherwise transfer the New Shares and
Entitlements, you will only do so in transactions exempt from, or not subject to, the
registration requirements of the U.S. Securities Act, including in regular way
transactions on the ASX, NZX or otherwise 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;
• 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 or is an Institutional Investor, and is not in the United
States and is not acting for the account or benefit of a person in the United States,
and you have not sent this Offer Booklet, the Entitlement and Acceptance Form or
any information or materials relating to the Retail Entitlement Offer to any such
person; and
19
• determination of eligibility of investors for the purposes of the Retail Entitlement
Offer, and in particular, the question as to whether a Shareholder is an Eligible Retail
Shareholder, is determined by reference to a number of matters, including legal
and regulatory requirements, logistical and registry constraints and the discretion
of Vulcan and/or the Underwriters. Vulcan and the Underwriters disclaim any
liability in respect of the exercise or otherwise of that discretion, to the maximum
extent permitted by law.
2.7 Enquiries
If you have not received or you have lost your email or letter, or have any questions,
please contact the Vulcan Steel Investor Information Line on 1800 502 914 (within
Australia) between 8.30am to 5.00pm (AEST) weekdays or +64 9 375 5998 (within New
Zealand) between 8.30am to 5.00pm (NZST) weekdays during the Offer Period. If you
have any further questions, you should contact your stockbroker, solicitor, accountant or
other professional adviser.
3. Offer Announcement
VULCAN
Vulcan Steel Limited (ASX: VSL, NZX: VSL)
ASX/NZX/Media Release
26 August 2025
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Vulcan announces acquisition of Roofing Industries and Equity Raisin
Vulcan Steel Limited (Vulean) has signed a conditional sale and purchase agreement
(SPA) with Francis and Gellatly Holdings Limited, a company owned by founding owners
Keith Francis and David Gellatly, to acquire all the shares in Roofing Industries Limited
(Roofing Industries) for NZ$88 million’ (Transaction). The Transaction includes Roofing
Industries’ interest in three related roofing products businesses? and non-wholly owned
branch companies. The purchase price represents an equivalent enterprise value of NZ$99
million®.
Established 26 years ago, Roofing Industries is one of the leading suppliers of roll-formed
roof and cladding products in New Zealand with a large sales network. In the financial year
ended 31 March 2025, the company had in excess of NZ$160 million in revenue and NZ$25
million in EBITDA? (NZ$21 million pre-IFRS 16°).
Commenting on the Transaction, Gavin Street, Vulcan’s Chief Commercial Officer® said,
“The acquisition of Roofing Industries, a company with a well-established and leading
presence in the New Zealand steel roofing and cladding industry, marks a strategic
milestone for Vulcan, representing Vulcan’s entry into another new market vertical. This
move not only diversifies Vulcan’s portfolio but also strengthens its position within the
broader construction and building materials sector.
Roofing Industries operates from 15 locations nationwide, with 10 branches situated in the
North Island and five in the South Island. These sites will immediately enhance Vulcan’s
operational footprint.
A distinct aspect of Roofing Industries’ business model lies in its network of local owner-
operators, who manage individual branch companies, and whose service mindset and
financial interest are aligned through an equity stake in the business. Vulcan intends to
continue to support and empower these operators, allowing them to focus on driving local
growth while collectively contributing to increased shareholder value.
‘Acquisition price on a cash-free, debt-free basis, subject to completion adjustments including movements in net
working capital and fixed assets.
? These related roofing products businesses are currently owned (in whole or in part) by associates of the vendor
of Roofing Industries and will sell their business and assets to Roofing Industries prior to completion of the
Transaction.
3 Equivalent enterprise value calculated as if all non-wholly owned branch companies are wholly owned by Roofing
Industries Limited and excluding capitalised lease obligations.
* EBITDA - Earnings Before Interest Tax, Depreciation and Amortisation.
5 NZ IFRS 16 — International Financial Reporting Standards accounting for right of use assets and corresponding
lease liabilities.
® From 1 January 2026, Gavin Street will be Vulcan’s Managing Director and Chief Executive Officer.
Vulcan Steel Limited 29 Neales Road, East Tamaki, Auckland 2013, New Zealand P +649 2737214 Einvestor@vulcanco VULCAN.CO
20
20
3. Offer Announcement
VULCAN
The acquisition of Roofing Industries also opens up significant opportunities for cross-
selling across both Vulcan's and Roofing Industries’ customer bases. The roofing and
cladding market is an opportunity which Vulcan has been considering for many years as
an attractive growth opportunity. This acquisition brings that ambition to fruition, providing
an established entry point with a respected brand and loyal customer base.
We will provide an update on the transaction when we provide a trading update at Vulcan’s
annual meeting of shareholders in October 2025.”
Transaction
The NZ$88 million transaction price reflects an enterprise value multiple of 4.5x, based on
the average annual pre-NZ IFRS 16 EBITDA*®’ in the financial years ended 31 March 2020
through to 31 March 2025.
Vulcan expects the Transaction to be earnings per share accretive on a FY25 earnings per
share basis (including the impact of the equity raise and considering nine months of
earnings contribution from Roofing Industries, assuming no synergies and before
transaction costs).
Completion of the Transaction remains subject to certain conditions, including
(i) completion of various restructuring steps including certain asset acquisitions and
disposals by Roofing Industries and share transfers in various non-wholly owned branch
companies, (ii) customary approvals for a business of this nature, including change of
control consents and waivers of pre-emptive rights in respect of non-wholly owned branch
companies, (iii) entry into new leases with the Vendor and associated entities, and (iv) no
material adverse change in the Roofing Industries business. The acquisition is expected to
complete in the second quarter of FY26.
Equity Raising
To fund the acquisition, Vulcan has today announced a fully underwritten pro-rata
accelerated renounceable entitlement offer (Entitlement Offer) to raise approximately
A$87.1 million (approximately NZ$96.3 million), through the issue of 14.6 million new Vulcan
shares (New Shares).
Under the Entitlement Offer, eligible institutional and retail shareholders will be entitled to
subscribe for 1 new Vulcan share for every 9 Vulcan shares held on the record date of
7.00pm (AEST) / 9.00pm (NZT) on Thursday, 28 August 2025 (Record Date).
The Entitlement Offer will be conducted at an offer price of A$5.95 per New Share (Offer
Price) which represents:
* «9.0% discount to the theoretical ex-rights price (TERP)® of A$6.53; and
¢ «9.8% discount to Vulcan’s last closing share price on ASX of A$6.60 on 25 August
2025.
7 All Roofing Industries’ financial information quoted in this announcement is unaudited. The historical financial
information of Roofing Industries has been prepared by Vulcan in reliance on information that was provided by
the vendors of Roofing Industries in connection with the acquisition.
® Theoretical ex-rights price (TERP) is the theoretical price at which Vulcan shares trade immediately after the ex-
date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which Vulcan 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 Vulcan share price as traded on
ASX on Monday, 25 August 2025, being the last trading day prior to the announcement of the Entitlement Offer.
Vulcan Steel Limited 29 Neales Road, East Tamaki, Auckland 2013, New Zealand P +649 2737214 Einvestor@vulcanco VULCAN.CO
21
21
VULCAN
Approximately 14.6 million New Shares will be issued under the Entitlement Offer, which
represents around 11.1% of Vulcan’s existing shares on issue. Those New Shares will rank
equally with existing Vulcan shares from the date of issue and will be entitled to any future
dividends declared by Vulcan after the relevant allotment date.
Vulcan’s shares have been placed in trading halt on the ASX and NZX to enable completion
of the institutional component of the Entitlement Offer. Trading is expected to recommence
on Thursday, 28 August 2025.
Institutional Entitlement Offer
The institutional component of the Entitlement Offer (Institutional Entitlement Offer) opens
today and closes on Wednesday, 27 August 2025. Eligible institutional shareholders can
choose to take-up all, part or none of their entitlement under the Entitlement Offer.
Institutional entitlements that are not taken up, together with the entitlements of ineligible
institutional shareholders, will be sold under the institutional shortfall bookbuild on
Wednesday, 27 August 2025, with any premium above the Offer Price (net of any applicable
withholding tax) paid to the relevant shareholders.
Retail Entitlement Offer
Eligible retail shareholders in Australia and New Zealand on the Record Date will be able to
participate in the retail component of the Entitlement Offer (Retail Entitlement Offer) at the
Offer Price. The Retail Entitlement Offer opens at 8.00am (AEST) / 10.00am (NZT) on Tuesday,
2 September 2025 and closes at 5.00pm (AEST) / 7.00pm (NZT) on Thursday, 11 September
2025.
Under the Retail Entitlement Offer, eligible retail shareholders may:
° elect to take-up all, part or none of their entitlement before the Retail Entitlement Offer
closes at 5.00pm (AEST) / 7.00pm (NZT) on Thursday, 11 September 2025; or
° elect to take-up their full entitlement and also apply for additional New Shares beyond
their pro rata entitlement. Any application for New Shares above their pro rata
entitlement will be included in the retail shortfall bookbuild and made at the retail
shortfall bookbuild price.
Retail entitlements not taken up, along with entitlements of ineligible retail shareholders, will
be sold under the retail shortfall bookbuild to be conducted on or about Tuesday, 16
September 2025, with any premium above the Offer Price (net of any withholding tax) paid
to the relevant shareholders.
Every eligible retail shareholder will receive by email (if they have elected to receive
electronic communications) or post a letter regarding the announcement of the
Entitlement Offer and information on how to apply.
Vulcan shareholders outside of Australia or New Zealand and retail shareholders who do
not satisfy the other eligibility criteria are ineligible to participate in the Retail Entitlement
Offer.
Further details on the eligibility criteria for the Retail Entitlement Offer will be set out in the
Retail Offer Booklet.
Vulcan Steel Limited 29 Neales Road, East Tamaki, Auckland 2013, New Zealand P +64 9 2737214 Einvestor@vulcanco VULCAN.CO
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22
VULCAN
Shareholders can call 1800 502 914 (within Australia) between 8:30am to 5pm (AEST)
weekdays or +64 9 375 5998 (within New Zealand) between 8:30am to 5pm (NZST)
weekdays for more information.
Further information and shareholder enquiries
Key dates related to the Entitlement Offer are appended.
ENDS
Kar Yue Yeo and Sarah-Jane Lawson
Investor and media contacts
Email: karyue.yeo@vulcan.co
Email: sarah-jane.lawson@vulcan.co
Phone: +64 9 273 7214
This announcement was authorised by Vulcan’s Board of Directors.
About Vulcan
Founded in 1995, Vulcan is an Australasian-wide industrial product distributor and value-
added processor with 66 logistics and processing facilities employing approximately 1,350
staff across the company’s Steel and Metals divisions.
About Roofing Industries
Founded in 1999, Roofing Industries is an established manufacturer and supplier of steel
roofing and cladding products. The company employs more than 250 staff and operates in
15 locations servicing residential, commercial and rural markets across New Zealand.
This announcement has been prepared for publication in Australia and New Zealand and
may not be released to US wire services or distributed in the United States. This
announcement does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States or any other jurisdiction. Any securities described in this
announcement have not been, and will not be, registered under the US Securities Act of 1933
and may not be offered or sold in the United States except in transactions exempt from, or
not subject to, the registration requirements of the US Securities Act and applicable US state
securities laws.
Vulcan Steel Limited 29 Neales Road, East Tamaki, Auckland 2013, New Zealand P +64 9 2737214 Einvestor@vulcanco VULCAN.CO
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Key dates for the Entitlement Offer
VULCAN
Institutional Entitlement Offer
Institutional Entitlement Offer opens
Trading halt commences
Institutional Entitlement Offer closes
Institutional Shortfall Bookbuild
Announcement of completion of _ Institutional
Entitlement Offer
Trading halt lifted
ASX settlement of New Shares issued under the
Institutional Entitlement Offer
ASX allotment and trading of New Shares issued under
the Institutional Entitlement Offer on the ASX
NZX settlement, allotment and trading of New Shares
issued under the Institutional Entitlement Offer on the
NZX
Holding statements in respect of New Shares issued
under the Institutional Entitlement Offer dispatched
Institutional Premium expected to be paid to eligible
institutional shareholders who elected not to take-up
their entitlements and ineligible shareholders
Tuesday, 26 August 2025
Wednesday, 27 August 2025
Wednesday, 27 August 2025
Thursday, 28 August 2025
Wednesday,
2025
3 September
Thursday, 4 September 2025
Thursday, 4 September 2025
Friday, 5 September 2025
On or about Thursday, 11
September 2025
24
24
Retail Entitlement Offer
Record Date for the Entitlement Offer (7.00pm AEST |
9.00pm NZT)
Retail Entitlement Offer opens (8.00am AEST / 10.00am
NZT)
Retail Entitlement Offer closes (5.00pm AEST / 7.00pm
NZT)
Announcement of results of Retail Entitlement Offer
Retail Shortfall Bookbuild (for Retail Entitlements not
taken up and Retail Entitlements of Ineligible Retail
Shareholders)
Announcement of results of Retail Shortfall Bookbuild
ASX settlement of New Shares issued under the Retail
Entitlement Offer
ASX allotment and trading of New Shares issued under
the Retail Entitlement Offer on the ASX
NZX settlement, allotment and trading of New Shares
issued under the Retail Entitlement Offer on the NZX
Holding statements in respect of New Shares issued
under the Retail Entitlement Offer dispatched
Retail Premium expected to be paid to eligible retail
shareholders who elected not to take-up their
entitlements and ineligible shareholders
Thursday, 28 August 2025
Tuesday, 2 September 2025
Thursday, 11 September 2025
Tuesday, 16 September 2025
Tuesday, 16 September 2025
Wednesday, 17 September
2025
Friday, 19 September 2025
Monday, 22 September 2025
Monday, 22 September 2025
Tuesday, 23 September 2025
On or about Monday, 29
September 2025
These dates (except where historical) are indicative only and are subject to change without
notice. All times and dates refer to the time and date in Australian Eastern Standard Time
(AEST) or New Zealand Time (NZT) as indicated. Subject to applicable laws and the ASX
Listing Rules, Vulcan has the right to amend the timetable with the consent of the
underwriters.
25
25
ACQUISITION OF ROOFING INDUSTRIES & EQUITY RAISING | INVESTOR PRESENTATION
25
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES.
2
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Important notice
Important Notices and Disclaimer
The following notice and disclaimer applies to this investor presentation (P
Presentation) and you
are therefore advised to read this carefully before reading or making any other use of this
Presentation or any information contained in this Presentation. By accepting, accessing or
reviewing this Presentation or attending an investor presentation or briefing, you represent and
warrant that you are entitled to receive this Presentation in accordance with the restrictions, and
agree to be bound by the limitations, contained within it.
This Presentation has been prepared by Vulcan Steel Limited (NZBN 9429038466052 / ARBN 652 996
015) (V
Vulcan) and is dated 26 August 2025. This Presentation has been prepared in connection with
Vulcan’s FY25 performance and financial results and Vulcan's proposed fully underwritten pro rata
accelerated renounceable entitlement offer of new ordinary shares in Vulcan (NNeww Shares) to
certain eligible Vulcan shareholders (E
Entitlementt Offerr or OOffer) to fund the proposed acquisition of
Roofing Industries Limited, a metal roofing and cladding manufacturer in New Zealand, and certain
business and assets of Roofing Accessories Limited, Ribline Steel Limited and Bracket Machines,
which operate businesses associated with Roofing Industries Limited (together, R
Roofingg Industries)
from Francis and Gellatly Holdings Limited (V
Vendor) (the AAcquisition).
The Entitlement Offer is being made to:
•eligible institutional shareholders of Vulcan in certain permitted jurisdictions (I
Institutionall
Entitlemen
tt Offer); and
•eligible retail shareholders of Vulcan in Australia and New Zealand (R
Retaill Entitlementt Offer),
under section 708AA of the Corporations Act 2001 (Cth) (C
Corporationss Act) as 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 and in New Zealand, under the Financial Markets Conduct (Same Class Offers ASX/NZX-
Quoted Financial Products) Exemption Notice 2023.
Roofing Industries information
Certain information in this Presentation has been sourced from the Vendor or from Roofing
Industries or its representatives or associates. In particular, all financial information relating to
Roofing Industries contained in this Presentation has been extracted or derived by Vulcan from
unaudited financial information made available by the Vendor or Roofing Industries. While steps
have been taken to confirm that information, no representation or warranty, expressed or implied,
is made as to its fairness, accuracy, completeness, reliability or adequacy. Vulcan undertook a due
diligence process in respect of the Acquisition, which relied in part on the review of financial,
technical, operational and other information provided by the Vendor or Roofing Industries. Despite
making reasonable efforts, Vulcan has not been able to verify the accuracy, reliability or
completeness of all the information which was provided to it. If any such information provided to,
and relied upon by, Vulcan in its due diligence and it its preparation of this Presentation proves to
be incorrect, incomplete or misleading, there is a risk that the actual financial position and
performance of Roofing Industries may be materially different to the expectations reflected in this
Presentation. Investors should also note that there is no assurance that the due diligence
conducted was conclusive, and that all material issues and risks in respect of the Acquisition have
been identified or managed appropriately. Therefore, there is a risk that issues may arise which
also have a material impact on Vulcan (for example, Vulcan may later discover liabilities or defects
which were not identified through due diligence or for which there is no contractual protection for
Vulcan). This could also affect the operations, financial performance and/or financial position of
Vulcan.
Summary information
This Presentation: (i) contains summary information about Vulcan, Roofing Industries and their
respective activities current as at the date of this Presentation; (ii) is for information purposes only
and does not comprise all of the information which would be required to be disclosed in a
prospectus, product disclosure statement or other offering document under Australian law or any
other law and will not be lodged with ASIC or any foreign regulator; (iii) does not and will not form
any part of any contract for the acquisition of New Shares; and (iv) should be read in conjunction
with Vulcan's other periodic and continuous disclosure announcements lodged with the Australian
Securities Exchange (A
ASX), which are available at https://www.asx.com.au/markets/company/VSL
and the NZX Main Board operated by NZX Limited (N
NZX), which are available at
https://www.nzx.com/companies/VSL.
3
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Important notice
Market and industry data
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. None of Vulcan, its representatives or advisors 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 an invitation or offer of securities for
subscription, purchase or sale in any jurisdiction in which it would be unlawful. This Presentation is
not a prospectus, product disclosure statement or other disclosure document under the
Corporations Act (and has not been lodged with ASIC) or any other law.
The Retail Entitlement Offer will be made on the basis of the information contained in the retail
offer booklet to be prepared for eligible retail shareholders in Australia and New Zealand (R
Retaill
Offe
rr Booklet) and made available following its lodgement with ASX. Any eligible retail shareholder
in Australia or New Zealand who wishes to participate in the Retail Entitlement Offer should
consider the Retail Offer Booklet before deciding whether to apply for New Shares under the Retail
Entitlement Offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will
need to apply in accordance with the instructions contained in the Retail Offer Booklet and the
entitlement and acceptance form.
The distribution of this Presentation in other jurisdictions outside Australia may also be restricted by
law and any such restrictions should be observed. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws (see the international offer jurisdictions in the
“Offer Jurisdictions” section of this Presentation). By accepting this Presentation, you represent and
warrant that you are entitled to receive such presentation in accordance with the above
restrictions and agree to be bound by the limitations contained therein.
Not for release to US wire services or distributed in the United States of America
This Presentation may not be released to US wire services or distributed in the United States. This
Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities
in the United States or any other jurisdiction in which such offer would be illegal. The securities
referred to in this Presentation have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the U.S. S
Securitiess 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 except in transactions exempt from, or not subject to, the registration requirements of the
Securities Act and applicable securities laws of any state or other jurisdiction of the United States.
Not investment or financial product advice
This Presentation is not financial product or investment advice or a recommendation to acquire
Vulcan shares or accounting, legal or tax advice. This presentation is not a recommendation to
acquire New Shares and does not purport to contain all information necessary to make an
investment decision. Each recipient of this Presentation should make its own enquiries and
investigations regarding all information in this Presentation including but not limited to the
assumptions, uncertainties and contingencies which may affect future operations of Vulcan and
the impact that different future outcomes might have on Vulcan. Information in this Presentation is
not intended to be relied upon as advice to investors or potential investors and has been prepared
without taking into account the objectives, financial situation or needs of individuals. Before
making an investment decision, prospective investors should consider the appropriateness of the
information having regard to their own objectives, financial situation and needs and seek financial,
legal and taxation advice appropriate to their jurisdiction. Vulcan is not licensed to provide
financial product advice in respect of the New Shares. Cooling off rights do not apply to the
acquisition of the New Shares.
4
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Important notice
Financial data
All dollar values are in New Zealand dollars (NZ$ or NZD) unless stated otherwise. This Presentation
includes certain historical financial information as at 30 June 2025 unless stated otherwise
(F
Financiall Information).
The Financial Information has been included in this Presentation in relation to the Offer and should
not be used for any other purpose. The Financial Information is intended to present investors with
information to assist them in understanding the underlying historical financial position of Vulcan.
The directors of Vulcan (the D
Directors) are responsible for the preparation and presentation of the
Financial Information.
The Financial Information is presented in an abbreviated form insofar as it does not include all the
presentation and disclosures, statements or comparative information as required by Australian
Accounting Standards (A
AAS) and other mandatory professional reporting requirements applicable
to general purpose financial reports prepared in accordance with the Corporations Act.
Certain financial measures included in this Presentation are (i) "non-IFRS financial information"
under ASIC Regulatory Guide 230: "Disclosing non-IFRS financial information" and (ii) non-GAAP
financial measures under Regulation G of the U.S. Securities Exchange Act of 1934, as amended.
While Vulcan believes that this non-IFRS financial information provided, and these non-GAAP
financial measures provide, useful information to users in measuring the financial performance
and conditions of Vulcan, non-IFRS and non-GAAP financial measures do not have standardised
meanings prescribed by AAS or International Financial Reporting Standards ("IFRS"), may not be
comparable to the calculation of similar measures of other companies and, as presented, may not
be permissible in a registration statement under the U.S. Securities Act. Therefore, you should not
place undue reliance on any non-IFRS financial information or non-GAAP financial measures
included in this Presentation or construe them as alternatives to other financial measures
determined in accordance with AAS or IFRS.
.
This Presentation contains pro forma financial information based on Roofing Industries’ unaudited
financial information. Investors should note that the pro forma financial information included in
this Presentation is for illustrative purposes only, is not represented as being indicative of Vulcan's
views on its future financial condition or performance, and any pro forma historical financial
information included in this Presentation does not purport to be in compliance with Article 11 of
Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. Pro-
forma financial information in this presentation has not been audited or reviewed in accordance
with the AAS.
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.
Future performance and forward looking statements
This Presentation contains certain "forward-looking statements" that are based on Vulcan
management’s beliefs, assumptions and expectations and on information currently available to
management. The words "expect", "likely", "should", "could", "may", "will", "aim", "intend", "propose",
"believe", "opinion", "consider", "predict", "plan", "scenario", "project", "outlook", "guidance", "forecast",
"anticipates", "target" "estimate" and other similar expressions within the meaning of securities laws
of applicable jurisdictions are intended to identify forward-looking statements. Indications of, and
guidance on, future earnings and financial position and performance of Vulcan and Roofing
Industries post-completion of the Acquisition and estimated net synergies and scale benefits post
completion of the Acquisition are also forward-looking statements, as are statements regarding
Vulcan's future developments. Such forward-looking statements include statements regarding
Vulcan's expectations about the financial and operating performance of its businesses,
statements about the plans, objective and strategies of Vulcan's management, statements about
the industry and markets in which Vulcan operates and statements about the timetable and the
outcome of the Offer and the proceeds thereof. 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. There can be no assurance that actual
outcomes will not differ materially from these forward-looking statements.
5
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Important notice
Investors are strongly cautioned not to place undue reliance on forward-looking statements,
particularly in light of the current economic climate and significant volatility, uncertainty and
disruption caused by certain geopolitical tensions, as well as the impact of these factors on global
supply chains and economic conditions. Any forward-looking statements, opinions and estimates
in this Presentation speak only as of the date hereof and are based on assumptions and
contingencies subject to change without notice, as are statements about market and industry
trends, projections, guidance and estimates. Any such statements contained in this Presentation
are not indications, guarantees or predictions of future performance and involve known and
unknown risks, contingencies and uncertainties and other factors, many of which are beyond the
control of Vulcan, and may involve significant elements of subjective judgment and assumptions
as to future events, which may or may not be correct. Forward-looking statements may also
assume the success of Vulcan's business strategies. The success of any of these strategies is
subject to uncertainties and contingencies beyond Vulcan's control, and no assurance can be
given that any of the strategies will be effective or that the anticipated benefits from the strategies
will be realised in the period for which the forward-looking statements may have been prepared or
otherwise. Refer to the key risks in in the "Key Risks" section of this Presentation for a non-exhaustive
summary of certain general and company-specific risk factors that may affect Vulcan.
There can be no assurance that actual outcomes will not differ materially from these forward-
looking statements. A number of important factors could cause actual results or performance to
differ materially from the forward-looking statements, including (without limitation) the risks and
uncertainties associated with the ongoing impacts of the current geopolitical tensions, the
Australian and global economic environment and capital market conditions and other risk factors
set out in this Presentation. Investors should consider the forward-looking statements contained in
this Presentation in light of those risks and disclosures. The forward-looking statements are based
on information available to Vulcan as at the date of this Presentation.
No representation, warranty or assurance (express or implied) is given or made in relation to any
forward-looking statement by any person (including Vulcan or any of its advisers). In particular, no
representation, warranty or assurance (express or implied) is given that the occurrence of the
events expressed or implied in any forward-looking statements in this Presentation will actually
occur. Actual operations, results, performance, targets or achievement may vary materially from
any projections and forward-looking statements and the assumptions on which those statements
are based. Except as required by law or regulation (including the ASX Listing Rules), Vulcan
disclaims any obligation or undertaking to update forward-looking statements in this Presentation
to reflect any changes in expectations in relation to any forward-looking statement or change in
events, circumstances or conditions on which any statement is based.
Past performance
Past performance and pro forma historical information given in this Presentation is given for
illustrative purposes only and should not be relied upon as (and is not) an indication of Vulcan's
views on its future performance or condition. Investors should note that past performance,
including past share price performance, of Vulcan cannot be relied upon as an indicator of (and
provides no guidance as to) future performance of Vulcan including future share price
performance. The historical financial information contained in this Presentation is, or is based on,
information that has previously been released to ASX and NZX.
Investment risk and other risks
An investment in New Shares is subject to investment and other known and unknown risks, some of
which are beyond the control of Vulcan. Vulcan does not guarantee any particular rate of return or
the performance of Vulcan nor does it guarantee any particular tax treatment. Investors should
have regard to the "Key Risks" section of this Presentation when making their investment decision.
These risks, together with other general risks applicable to all investments in listed securities not
specifically referred to, may affect the value of shares in Vulcan (including New Shares) in the
future. There is no guarantee that the New Shares will make a return on the capital invested, that
dividends will be paid on the New Shares or that there will be an increase in the value of the New
Shares in the future.
6
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Important notice
Disclaimer
No party other than Vulcan has authorised, permitted or caused the issue, submission, dispatch or
provision of this Presentation or makes or purports to make any statement in this Presentation.
Vulcan has appointed joint lead managers, bookrunners and underwriters to the Offer.
To the maximum extent permitted by law, each of Vulcan, the Joint Lead Managers, their respective
affiliates or related bodies corporate, and each of their respective advisers, directors, officers,
partners, employees and agents (each a L
Limitedd Party):
•expressly exclude and disclaim all responsibility and liability, including, without limitation, for
negligence or in respect of any expenses, losses, damages or costs incurred by you as a result
of your participation in the Offer and the information in this Presentation being inaccurate or
incomplete in any way for any reason, whether by way of negligence or otherwise; and
•make no representation or warranty, express or implied, as to the fairness, currency, accuracy,
reliability or completeness of information in this Presentation or any constituent or associated
presentation, information or material, or the accuracy, likelihood of achievement or
reasonableness of any forecasts, prospects or returns contained in, implied by, the information
in this Presentation or any part of it, or that this Presentation contains all material information
about Vulcan, the Offer or that a prospective investor or purchaser may require in evaluating
a possible investment in Vulcan or acquisition of New Shares.
Each Joint Lead Manager and its other Limited Parties make no recommendations as to whether
you or your related parties should participate in the Offer nor do they make any representations or
warranties to you concerning the Offer. There is no statement in this Presentation which is based
on any statement by the Joint Lead Managers or their Limited Parties. You represent, warrant and
agree that you have not relied on any statements made by the Joint Lead Managers or other
Limited Parties in relation to the Offer and you further expressly disclaim that you are in a fiduciary
relationship with any of Vulcan, the Joint Lead Managers or their Limited Parties. You undertake that
you will not seek to sue or hold the Joint Lead Managers or their Limited Parties liable in any respect
in connection with this Presentation or the Offer (to the maximum extent permitted by law).
Each Joint Lead Manager, together with its affiliates and related bodies corporate, is a full service
financial institution engaged in various activities, which may include trading, financing, financial
advisory, investment management, investment research, principal investment, hedging, marketing
making, market lending, brokerage and other financial and non-financial activities and services
including for which it has received or may receive customary fees and expenses. Each Joint Lead
Manager (and/or its bodies corporate) has performed, and may perform, other financial or
advisory services for Vulcan, and/or may have other interests in or relationships with Vulcan and its
related entities or other entities mentioned in this Presentation for which they have received or
may receive customary fees and expenses. Without limitation, in the ordinary course of their
various business activities, the Joint Lead Managers and other Limited Parties may have interests in
the securities of Vulcan, including being directors of, or providing investment banking services to,
Vulcan. Further, they may act as market maker or buy or sell those securities or associated
derivatives as principal or agent. The Joint Lead Managers may receive fees for acting in their
capacity as joint lead managers, bookrunners and underwriters to the Offer.
Investors acknowledge and agree that determination of eligibility of investors for the purposes of
the Offer is determined by reference to a number of matters, including legal and regulatory
requirements, logistical and registry constraints and the discretion of Vulcan and the Joint Lead
Managers. Each of Vulcan and the Joint Lead Managers and each of their respective affiliates
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.
Statements made in this presentation are made only as at the date of this Presentation. Except as
required by applicable law, the Joint Lead Managers, Vulcan and their respective Limited Parties
do not have any obligation to update the statements in this Presentation. The information in this
Presentation remains subject to change without notice.
Withdrawal and cooling-off
Vulcan reserves the right to withdraw, of vary the timetable for, the Offer without notice. Cooling-off
rights do not apply to the acquisition of New Shares.
VULCAN.CO
7
FY25 RESULTS, ACQUISITION & EQUITY RAISING
At Vulcan, our strong foundation - built on exceptional
customer service, lean operations, a culture of teamwork
and continuous improvement - continues to guide us
through challenging market conditions. This approach is
helping us sharpen our processes and further enhance
service delivery across the business.
Despite the headwinds faced in FY25, we successfully navigated these
pressures and delivered an 8.8% return on capital employed—
demonstrating the strength and resilience of our model.
Our priorities remain unchanged as we look ahead to FY26: focusing
on what we can control and positioning Vulcan to capitalise on future
growth opportunities as market conditions improve.
Driven to
deliver
Executive
summary
01
8
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
9
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Performance highlights
1. m - millions. 2. Earnings before interest, tax, depreciation and amortisation. 3. Costs related to sale of product line in FY25. 4. New Zealand accounting standard on recognition of right of use assets and corresponding liabilities on leases, adopted in FY20. 5. Net
profit after tax. 6. Earnings per share. 7. The levels of franking and imputation on dividends in future financial years will besubject to the tax credits available for use. 8. Based on customers that transacted with Vulcan at least once in the relevant period. 9.
Certain costs for the Metals segment previously classified as operating costs in FY24 ($13.6m, gross profit dollar per tonne $59) have been reclassified as cost of sales in the FY24 numbers to be consistent with the treatment of these costs in FY25. 10.
Greenhouse Gas.
FY25 RESULTS, ACQUISITION & EQUITY RAISING
9
10
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Focus and delivering on the controllables
Fully integrated our aluminum
business
•Positioned to capitalise on an
economic recovery
Maintained high service level
•98% delivery rate on customer
orders
•Grew non-aluminium customer
base by 6% over the last two
years
Strong cashflow generation
•Generated NZ$419 million
operating cashflow since FY22
•Working capital reduction
contributed NZ$119 million to this
cashflow since the peak position
at end-FY23
Managed return on
capital employed
in challenging
landscape
Implemented 16 hybrid sites
•Further hybrid sites are being
considered for the future
Lowered cost growth
•Disciplined cost management,
with continued focus on
customer experience
Reduced net debt
•NZ$158 million lower at NZ$232
million (40.5% lower) since the
completion of our debt-funded
NZ$145 million aluminium
business acquisition in 1H FY23,
and paid NZ$113 million in
dividends since 1H FY23
11
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
11
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITYRAISING
We have a record of disciplined approach to purchasing businesses – a key part of our growth and shareholder value creation strategy
•Roofing Industries will represent our 12
th
acquisition since 1995 and an extension into a new vertical.
Our proven M&A track record
Financials
& operations
02
12
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
13
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Market performance
•Australia
–Our customers continued to face restrictive interest rate levels
and challenging economic conditions throughout FY25
–Tonnes per day sales (TPD) weakened during 1H FY25 on a year
on year (YoY) basis and increased in the 2H FY25 compared with
1H FY25, to return to similar levels to 2H FY24
–Victoria experienced the most significant decline
•New Zealand
–Our customers faced challenging economic conditions
throughout FY25
–Tonnes per day sales (TPD) weakened during 1H FY25 YoY and
were flat in the 2H FY25 compared with 1H FY25
•Industry profitability across Australia and New Zealand declined
markedly, which reflects pressure on pricing and volume
•Some improvement in pricing in certain segments from low levels
Operating backdrop during FY25
Global and regional economic and industry development
•Ongoing heightened geopolitical risks are creating uncertainty and
impacting global trade and business investment decisions
•Underlying metal product prices have generally been flat-to-weaker
in FY25
•Competitive pricing due to the supply dynamics that prevailed before
Whyalla Steelworks in Australia was put into administration
Currency movements
•The FY25 Australian dollar and New Zealand dollar average rates,
against the United States dollar, were within 5% of the FY24 average
rates
Cost pressures
•Inflationary pressures on operating costs are gradually moderating,
except for occupancy costs, which remain elevated in specific locations
14
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Group financial performance
Revenue
•Overall revenue in FY25 declined by 10.9% YoY, driven by:
–A 6.4% YoY reduction in volume, with 5.7% YoY decline in Steel, and
8.1% YoY decline in Metals
–A 4.8% YoY decrease in overall revenue per tonne
•Although overall active customers were down, non-aluminium active
customer base lifted 2% YoY in 2H FY25
Profitability
•Overall gross margin improved 0.3% YoY to 34.2% in FY25
•Overall gross profit per tonne fell by 4.0% YoY, reflecting a weaker market
•Gross profit per tonne for Steel fell by 12.2% YoY while gross profit per
tonne for Metals was ahead in FY25 compared with FY24
•Adjusted EBITDA margin declined by 2.0% YoY, impacted by challenging
trading conditions
Cash flow and returns
•Operating cash flow decreased 37.8% YoY in FY25, reflecting weaker
earnings, partially offset by improved working capital position
•Return on Capital Employed (ROCE) declined to 8.8% in FY25, compared
to 13.4% in FY24
•Pre NZ IFRS 16 ROCE declined to 12.2% in FY25, compared to 19.6% in FY24
NZ$mFY25FY24% change
Revenue948.1 1,064.3 -10.9%
Adjusted EBITDA
1, 4
112.1 147.6 -24.1%
Adjusted EBIT
2, 4
61.6 99.0 -37.8%
Adjusted NPAT
3, 4
17.9 40.0 -55.2%
Reported NPAT
3
15.7 40.0 -60.6%
Earnings per share (cents)
4
13.6 30.4 -55.4%
Operating cashflow (OCF)
4
105.0 168.7 -37.8%
Adjusted cash conversion
5
74% 78% -3.1%
Net Debt232.4 275.8 -15.7%
Capital Employed
6
697.3 738.2 -5.5%
ROCE
7
8.8% 13.4% -4.6%
Dividend per share (cents)6.0 24.0 -75.0%
1. EBITDA - Earnings Before Interest, Tax, Depreciation and Amortisation.
2. EBIT - Earnings before Interest and Tax.
3. NPAT - Net Profit After Tax.
4. Before significant items – sale of Wintec products and fixed assets.
5. (EBITDA - lease payments - capital expenditure) / (EBITDA - lease payments).
6. Capital Employed = equity + net debt + capitalised lease obligations.
7. EBIT used in this calculation is based on rolling 12 month basis.
Pre NZ IFRS 16
8
NZ$mFY25FY24% change
Adjusted EBITDA67.3 106.2 -36.6%
Adjusted EBIT49.1 88.0 -44.2%
Adjusted NPAT21.6 44.2 -51.1%
8. New Zealand International Financial Reporting Standard (NZ IFRS) 16 –accounting recognition of right of use
assets and corresponding lease liabilities.
15
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Group operating expenditure (OPEX)
Overall
•Group OPEX (excluding depreciation and amortisation) improved by
NZ$1m YoY in FY25, reflecting disciplined cost management
•OPEX per tonne increased 6.2% YoY reflecting the adverse impact of
lower sales volume in FY25 compared to FY24
Key costs
•Employee benefits:
–The 5.1% YoY increase reflects a combination of increase in
headcount and increase in pay rate
•Selling and distribution costs:
–Further benefit from focus on efficiency and further movements
to in-house freight to reduce costs and improve DIFOT
1
•Occupancy costs:
–Increased NZ$1.4m YoY due to higher building maintenance
expense and impact of inflation
•General and administrative costs:
–Multiple initiatives undertaken to offset inflation
–Lower volume also contributed to some decline in costs
1. DIFOT – percentage of customer orders delivered in full and on time.
OPEX, NZ$mFY25FY24% change
Employee Benefits146.4 139.3 5.1%
Selling & Distribution (S&D)22.5 27.5 -18.2%
Occupancy Costs14.2 12.8 10.9%
General & Admin. (G&A)29.4 34.2 -14.1%
Operating Expenses
1,2
212.5 213.8 -0.6%
Employee numbers (at period end)1,344 1,326 1.4%
Sales Volume (000 Tonnes)213.8 228.5 -6.4%
Total Opex / Tonne ($000)993.7 935.7 6.2%
1. Excludes Depreciation & Amortisation.
2. Before significant items (sale of Wintec products and fixed assets).
16
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
16
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Cash flow & capex
Operating cash flow
•Weaker operating cash flow in FY25 reflects the decline in earnings
–Inventory levels excluding stock in transit were further reduced by NZ$11m in 2H
FY25 following a NZ$16m reduction in 1H FY25, while still maintaining the right
mix and DIFOT
1
for customer service
–A decline in trade debtors reflects lower sales volume, as we continue to
actively work with customers to provide support in a challenging environment
–Accounts payable excluding liability for stock in transit was steady
Capital expenditure (Capex)
•FY26 Capex is expected to be in the range of NZ$25-30m of which NZ$7-12m relates to
growth initiatives
1. DIFOT – percentage of customer orders delivered in full and on time.
Funds employed, NZ$mFY25FY24% change
Receipts from customers962.1 1,088.7 -11.6%
Payments to suppliers & employees-808.0-865.4-6.6%
Interest paid-23.7-17.337.0%
Tax paid-7.5-20.3-63.1%
Lease interest paid-18.0-17.05.7%
Net cash flows from operating activities105.0 168.7 -37.8%
Net capital expenditure-17.2-24.0-28.3%
Lease liability payments-26.7-23.513.8%
Dividends paid-19.4-57.4-66.3%
17
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Balance sheet metrics & dividend
Dividend
•A declared FY25 final dividend of 3.5 NZ cents per share following an
interim dividend of 2.5 NZ cents per share
•The total FY25 dividend represents a 44% payout (based on shares on
issue prior to the equity raising) of FY25 adjusted NPAT - within Vulcan’s
target payout range of 40% to 80%
•The final dividend will be 100% franked and 100% imputed
Debt facilities
•Vulcan has NZ$410m committed facilities in place
•Net debt was NZ$232m at 30 June 2025, down NZ$44m (down 16%) from
NZ$276m as at 30 June 2024
•In FY27, NZ$130m of the facility is due for renewal
•Banking syndicate continues to be supportive. As announced in June
2025, banks have agreed to extend relaxation of the existing banking
covenant thresholds to 30 June 2026 at which point the original covenant
limits will be reinstated. Vulcan remains compliant with covenants
NET DEBT COVER (Net debt/EBITDA, pre NZ IFRS 16)
NET DEBT (NZ$m)
86
70
113
187
390
340
298
276
242
232
0
50
100
150
200
250
300
350
400
450
Dec-20Jun-21Dec-21Jun-22Dec-22Jun-23Dec-23Jun-24Dec-24Jun-25
1.38
0.82
1.26
0.97
1.52
2.57
2.19
3.05
3.44
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
Jun-21Dec-21Jun-22Dec-22Jun-23Dec-23Jun-24Dec-24Jun-25
1818
Roofing
Industries
acquisition
18
03
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
19
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Founded in 1999, Roofing Industries Limited (Roofing Industries) is one of the leading operators in the New Zealand
steel roofing and cladding market. The Acquisition represents a highly attractive entry point into the segment,
while enhancing Vulcan’s product and service offering to customers
Transaction summary
Transaction overview & funding
•Vulcan has agreed to acquire 100% of the equity in Roofing Industries,
including Roofing Industries’ interest in all non-wholly owned branch
companies, for NZ$88m
1
•The equivalent enterprise value is NZ$99m
2
•Disciplined approach to M&A reflected in purchase price multiple of 4.5x, the
average annual pre NZ IFRS 16 EBITDA
3,4,5
in the financial years ended 31 March
2020 through to 31 March 2025
•The transaction will be fully funded through an accelerated renounceable
entitlement offer (AREO) to shareholders
Impact on earnings & payout
•The transaction is expected to be earnings per share accretive, including the
impact of the equity raise and assuming no synergies. This is on the basis
that Vulcan's FY25 EPS is adjusted for Roofing Industries’ contribution from 1
October 2025 to 30 June 2026 before transaction costs
•No impact expected on dividend payout policy (40% to 80% of earnings)
•Further details to be provided at Vulcan’s annual shareholder meeting in
October 2025
1. Acquisition price on a cash-free, debt-free basis, subject to completion adjustments including movements in net working capital and fixed assets. 2. Equivalent enterprise value calculated as if all non-wholly
owned branch companies are wholly owned by Roofing Industries and excluding capitalised lease obligations. 3. EBITDA – Earnings Before Interest Tax and Depreciation and Amortisation. 4. NZ IFRS 16 – accounting
recognition of right of use assets and corresponding lease liabilities. 5. All Roofing Industries financial information quoted in this presentation is unaudited. The historical financial information of Roofing Industries
has been prepared by Vulcan in reliance on information that was provided by the Vendor of Roofing Industries in connection with the Acquisition. Note that Roofing Industries’ financial year end is 31 March.
Acquisition rationale
•An extension in Vulcan’s product offering
•A segment that has been on Vulcan’s list of growth options in the past 10
years
•An established New Zealand manufacturer and supplier of roofing and
cladding products, positioned for further growth
•National network with operations in 15 locations
•Entering the segment near the bottom of the New Zealand economic cycle
•Service-focused and cultural alignment with Vulcan
Conditionality & completion
•Completion is subject to certain conditions, including (i) completion of target
group restructuring steps including certain asset acquisitions and disposals
by Roofing Industries and share transfers in various non-wholly owned branch
companies, (ii) customary approvals for a business of this nature, including
change of control consents and waivers of pre-emptive rights in respect of
non-wholly owned branch companies, (iii) entry into new leases with the
Vendor and associated entities, and (iv) no material adverse change in the
Roofing Industries business
•Completion is expected in the second quarter of FY26
20
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
The acquisition of Roofing
Industries enhances Vulcan’s
product offering as we work
towards being the leading steel
and metal products supplier in
Australasia.
Roofing Industries is a strong fit for Vulcan
√
Attractive,, neww verticall – expansion to Vulcan’s product line
√
Standalonee operationall platformm – well-run and efficient
√
Networkk enhancementt – 15 locations throughout New Zealand serving
residential, commercial and rural markets
√
Customerr servicee focuss – unwavering commitment to customer
service
√
Alignmentt off companyy culturee – team of over 250 employees with
strong alignment with Vulcan values
√
Attractivee valuationn – entry into a segment that Vulcan has been
considering in the past ten years
21
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
21
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Overview of Roofing Industries
>20k
Tonnes of product sold
1
in
FY25
$162m
NZ$ in
FY25 revenue
5
$21m
NZ$ in FY25
pre NZ IFRS 16 EBITDA
2,3,5
$17m
NZ$ in FY25
pre NZ IFRS 16 EBIT
3,4,5
1. Includes only products where sales weight is measured. 2. EBITDA – Earnings Before Interest Tax and Depreciation and Amortisation. 3. NZ IFRS 16 – accounting recognition of right of use assets and corresponding
lease liabilities. 4. EBIT – Earnings Before Interest and Tax. 5. All Roofing Industries financial information quoted in this presentation is unaudited. The historical financial information of Roofing Industries has been
prepared by Vulcan in reliance on information that was provided by the Vendor of Roofing Industries in connection with the Acquisition. 6. FY25d – Unaudited draft accounts for financial year ended 31 March 2025.
REVENUE & EBITDA (NZ$m)
5
OPERATIONAL & FINANCIAL HIGHLIGHTS
6
Given current market conditions, in the financial year ending 31
March 2026 (FY26), EBITDA could potentially be up to 50% lower
than EBITDA in the prior corresponding period
Roofing Industries is a leading roll-former and
supplier of roofing, cladding and rainwater products
in New Zealand
•Well established presence in both North Island and South
Island regions
•Diverse customer base with exposure across residential,
commercial and rural markets
•In the financial year ended 31 March 2025, Roofing Industries’
top 20 customers accounted for c.30% of group revenue
•Owner-operator model utilised at the branch level to provide
nationwide footprint
•Employee and customer-focused, which includes ownership
of truck fleet operated by employee drivers
•Well-run business
22
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
22
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Roofing Industries has a diverse range of
products and exposure to the building sector
23
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Nationwide network
•15 locations with 10 locations in North Island and 5
locations in South Island
•250+ employees in the business
•Local owner-operators at branch level whose service
mindset and financial interest are aligned through
equity stake in the business
A national footprint with owner
operator model
23
FY25 RESULTS, ACQUISITION & EQUITY RAISING
24
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
•The New Zealand steel roofing and cladding industry
is estimated (by Vulcan management) to be
approximately a NZ$800m
1
per annum revenue for
2025 market
•Long run steel has approximately 83%
2
share of the
steel roofing and cladding market
Steel roofing and cladding industry
Domestic
substrate mill
Overseas
substrate mills
COIL MILLS
Roll-formers
•4 national operators
•2 large regional operators
•Various local operators
Other Roofing Materials
~~6500 roofingg
contractors,, tradee
distributorss andd
homebuilder
ss
COILCOATERS
2 domestic
operators
Overseas
prepainted
coil suppliers
ROOFING PRODUCTS
DISTRIBUTORS/
INSTALLERS
•The majority of long run steel application (made from
painted flat steel) is in roofing and cladding
•Other uses for painted flat steel include cool-room
panel, garage and other sheds
NZ ROOFING AND CLADDING VALUE CHAIN
1. At product manufacturer level, Vulcan 2025 estimates. Including pressed roofing tiles. 2. New Zealand Commerce Commission – IKO Industries Limited and Ross Roof Group Limited – Merger clearance
determination [2021] NZCC 8 – 29 June 2021 (published 22 December 2021) – page 13.
25
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
New vertical entry & cross-sell
•Leading presence in New Zealand
steel roofing and cladding industry
•Nationwide network and service
coverage
•Based on Vulcan management
estimates, a New Zealand market
revenue opportunity of
approximately NZ$800m
1
in steel
roofing and cladding
•Enter the industry near the bottom
of the New Zealand economic
cycle
•An extension of current product
offering
•Cross-sell opportunity across
Vulcan and Roofing Industries
network
Rationale for Acquisition
Well-run operation
•26 years of New Zealand operator
history
•A team of more than 250
employees committed to customer
service
•Owner-operator branch model
aligns incentives with operators
•Established and fit for purpose
operating systems
•Further growth prospects over time
Financial contribution
•Earnings per share accretive
(assuming no synergies)
•Cross-sell opportunities via
channel overlay and increased
customer connectivity
1. At product manufacturer level, Vulcan 2025 estimates. Including pressed roofing tiles.
26
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Integration strategy
26
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Capitalise on cross-selling
opportunities
02
Focus will remain on driving
growth in the business and
shareholder value
01
Vulcan will provide
additional support for the
network where required
03
Priorities &
outlook
04
27
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
28
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Priorities for FY26 and FY27
Further adding to our foundation for growth
12345
Maintain and nurture
customer service
mindset and continue
to exercise financial
prudence in a currently
challenging economic
environment
Capitalise on an
economic upswing
going forward
Expand into New
Zealand roofing
segment and further
explore other
opportunities
Continue to add bench
strength to support
growth
Further hybrid sites
being considered.
Completed 16 over the
last two years
29
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Outlook
NEW ZEALAND
Recovery building through FY26,
construction segment delayed
•Customer channel checks continue to
point to a gradual uplift, supported by
lower interest rates
•Some customer segments are showing
early improvement in sentiment and
activity
•Building and construction activity is
expected to be slow to recover, with major
infrastructure and commercial projects
likely to take up to two years to break
ground
•Overall trading volumes are expected to
remain subdued through the first half of
FY26, with recovery momentum
anticipated to strengthen into the second
half of the financial year and into FY27
While improvement in trading conditions for the Vulcan group in 2H FY25 did not materialise to the extent previously envisaged, overall daily
activity is stabilising. Market conditions are likely to remain flat in 1H FY26, with momentum expected to build in 2H FY26
AUSTRALIA
Mixed across states; self help to support
volume
•Apart from Queensland, market conditions
across other states are expected to show
gradual improvement through 2026
•Queensland’s volume was steady in the
second half of FY25, and is expected to
improve in 2026 and beyond
•Focus on converting hybrid initiatives into
volume benefits during FY26
•Other self-help measures are expected to
support modest volume improvements in
steel segment
•However, uncertainty in global trade
policies is likely to affect Australia’s
resources sector and potentially demand
for engineering steel
TRADING UPDATE
Vulcan will provide a trading update at its
annual meeting of shareholders in October
2025
Equity raising
overview
05
30
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
31
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Equity raise details
Offer size and
structure
•1 for 9
1
underwritten pro rata accelerated renounceable entitlement offer of new fully paid ordinary shares to raise gross proceeds of approximately A$87.1
million (approximately NZ$96.3 million) (Entitlement Offer)
•Approximately 14.6 million New Shares to be issued under the Entitlement Offer representing approximately 11.1% of the existing shares on issue
•The Entitlement Offer is structured to be fair and equitable for all existing shareholders (subject to overseas legal restrictions). All shareholders in eligible
jurisdictions who hold shares as at 7.00pm (AEST), Thursday, 28 August 2025 will be able to participate. The issue of New Shares under the Entitlement Offer is
not expected to have any material effect or consequence on the control of Vulcan
Offer price
•The Offer Price for the New Shares is A$5.95, which represents a discount of:
•9.0% discount to the Theoretical Ex-Rights Price (TERP)
2
of A$6.53
•9.8% to the last close on Monday, 25 August 2025 of A$6.60
Institutional
offer
•The Institutional Entitlement Offer opens today (Tuesday, 26 August 2025) and closes on Wednesday, 27 August 2025
•Institutional entitlements not taken up and entitlements of ineligible institutional shareholders will be offered under the Institutional Shortfall Bookbuild
3
to be
conducted on Wednesday, 27 August 2025
Retail offer
•The Retail Entitlement Offer will open at 8.00am (AEST), Tuesday, 2 September 2025 and close at 5.00pm (AEST), Thursday, 11 September 2025
•Eligible retail shareholders in New Zealand and Australia under the Retail Entitlement Offer can:
•Elect to take-up all or part of their pro rata entitlement by the Retail Entitlement Offer close date of 5.00pm(AEST), Thursday, 11 September 2025
•Apply to take-up more than their pro rata entitlements, if they are taking up their full entitlement. Any application for New Shares above their pro rata
entitlement will be included in the Retail Shortfall Bookbuild
3
and shareholders will pay the Retail Shortfall Bookbuild price for any New Shares allocated
to them in the Retail Shortfall Bookbuild
•Do nothing and let New Shares representing their entitlements be offered under the Retail Shortfall Bookbuild process to be conducted on Tuesday, 16
September 2025. Any premium achieved above the Offer Price will be paid to the shareholder (net of any applicable withholding tax). There is no
guarantee that a premium will be achieved
Ranking
•New Shares will rank equally with existing Vulcan shares then on issue. It is a term of the Entitlement Offer that Vulcan will take any necessary steps to ensure
that the New Shares are, immediately after issue, quoted on the ASX and NZX
•The New Shares under both the Institutional Entitlement Offer and Retail Entitlement Offer will be entitled to any future dividends paid by Vulcan after the
relevant allotment date
Underwriting
•The Entitlement Offer is fully underwritten.
Fractional entitlements to New Shares to be rounded up to the nearest whole number of New Shares. 2. TERP is the theoretical price at which Vulcan shares trade immediately after the ex-date for the Entitlement
Offer. TERP is a theoretical calculation only and the actual price at which Vulcan 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 Vulcan share price as traded on ASX on Monday, 25 August 2025 being the last trading day prior to the announcement of the Entitlement Offer.
3. Allocations and scaling of New Shares under the Institutional Shortfall Bookbuild and the Retail Shortfall Bookbuild will be determined by Vulcan and the Joint Lead Managers in accordance with the allocation
policy summarised in the NZX Corporate Action Notice released to NZX and ASX on the date of this Presentation.
32
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Use of proceeds
1. Pro-forma contribution from Roofing Industries Is based on pro-rated 9 months earnings of unaudited accounts for year ended 31 March 2025 and 3 months earnings estimates for the period 1 April to 30 June
2025. 2. Excluding the impact of NZ IFRS 16 accounting for leases.
SourcesNZ$m
Proceeds from Entitlement Offer96
Totall sources96
UsesNZ$m
Acquisition consideration88
Cash to balance sheet3
Estimated transaction costs5
Totall uses96
Acquisition
funding
•Funds raised will be used to fully fund the acquisition of Roofing Industries
•Funds raised in excess of the acquisition consideration will provide further balance sheet capacity, before being deployed over time to fund
additional future growth opportunities
Balance sheet
flexibility
•Had the Roofing Industries acquisition and receipt of the proceeds of the Entitlement Offer happened prior to 30 June 2025, Vulcan would
have had a pro forma 30 June 2025 balance sheet position of:
•Net debt of NZ$229 million (pre NZ IFRS 16)
•Debt cover (net debt to EBITDA) based on 12 months earnings to 30 June of approximately 2.75x
1, 2
•Vulcan remains committed to investing for a business cycle recovery and growth initiatives, while retaining ample working capital
headroom
SOURCES AND USES
DEBT AND INTEREST COVER
3.44
2.71
2.75
3.39
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
Debt cover (Net debt to EBITDA)Interest cover (EBIT to Interest)
Pre-acquisition 30 June 2025Pro-forma post acquisition 30 June 2025
33
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Equity raise timetable
Institutional Offer
Vulcan enters trading halt and announcement of Entitlement Offer, Institutional Entitlement Offer opensTuesday, 26 August 2025
Institutional Entitlement Offer closesWednesday, 27 August 2025
Institutional Shortfall BookbuildWednesday, 27 August 2025
Announcement of results of Institutional Entitlement OfferThursday, 28 August 2025
Trading halt lifted and Vulcan shares recommence tradingThursday, 28 August 2025
ASX settlement of New Shares issued under the Institutional Entitlement OfferWednesday, 3 September 2025
ASX allotment and trading of New Shares issued under the Institutional Entitlement Offer on the ASXThursday, 4 September 2025
NZX settlement, allotment and trading of New Shares issued under the Institutional Entitlement Offer on the NZXThursday, 4 September 2025
Retail Offer
Retail Entitlement Offer record date7.00pm (AEST), Thursday, 28 August 2025
Retail Entitlement Offer opens8.00am (AEST), Tuesday, 2 September 2025
Retail Entitlement Offer closes5.00pm (AEST), Thursday, 11 September 2025
Announcement of results of Retail Entitlement OfferTuesday, 16 September 2025
Retail Shortfall BookbuildTuesday, 16 September 2025
Announcement of results of Retail Shortfall BookbuildWednesday, 17 September 2025
ASX settlement of New Shares issued under the Retail Entitlement OfferFriday, 19 September 2025
ASX allotment and trading of New Shares issued under the Retail Entitlement Offer on the ASXMonday, 22 September 2025
NZX settlement, allotment and trading of New Shares issued under the Retail Entitlement Offer on the NZXMonday, 22 September 2025
Dates and times are indicative only and subject to change without notice.
3434
34
06
VULCAN.CO
Q&A
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Supplementary
information
07
35
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
36
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
36
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Vulcan’s business
Vulcan is a leading steel and metals distributor and value-added processor across Australia and New Zealand
Our customers operate across a range of end-markets
* Based on FY25 revenue data.
37
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
37
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITYRAISING
Our growth strategy and initiatives over time
Overriding principle - Provide a proposition that adds value to customers and is also accretive to Vulcan’s shareholder value.
Approach to value capture - Greenfield and brownfield initiatives, as well as disciplined acquisitions.
38
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
38
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Vulcan’s environment & sustainability update
Health and Safety
•Committed to providing a safe and healthy work environment - recently
reinforced this with the launch of the Safety Step Change Programme to
further improve Vulcan’s health and safety practices
•Invested in a new on-site health and safety platform in FY25 to facilitate
the ease of reporting
•Commenced the use of Inviol artificial intelligence assisted video
technology to mitigate high risk events across a range of workspaces
including the back of trucks, warehouses and manufacturing sites
39
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
39
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITYRAISING
Vulcan’s environment & sustainability update
Environment
•Scope 1 and 2 greenhouse gas (GHG) emissions were 12,357 tonnes for
FY25, with a decrease on the 13,865 tonnes in FY24
•Our emissions intensity for Scope 1 and 2 in FY25 decreased on a per
sales tonne basis by -4.76%. The decrease was the result of initiatives
implemented over the last two years, including increasing the number
of solar installations
Community and social
•Support to local community organisations - Halberg Youth Council, New
Zealand Dance Company, Auckland Rescue Helicopter Trust, and Arts
Centre Melbourne
•The launch of a learning management system to facilitate ongoing
investment in training and education for employees to assist with their
professional and personal development
•Workplace and personal support to all employees and immediate
family
40
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
40
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Vulcan’s business model at a glance
41
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
41
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITYRAISING
Half-yearly volume and financial trends
42
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Steel segment
Revenue
•Revenue fell by 13.1% YoY in FY25, driven by:
–A 5.7% YoY reduction in volume
–A 7.8% YoY decrease in revenue per tonne
•Regional variations:
–New Zealand: Throughout the financial year, volume decline was
significantly larger, especially in the North Island, compared to
Australia
–Australia: Victoria faced a notably weaker performance than
other regions, although this appears to be stabilising at reduced
levels
Gross profit
•Gross profit per tonne (GP$/t) declined by approximately 12.2% YoY in
FY25:
–2H FY25 GP$/t was steady compared with 1H FY25
–Despite weaker conditions, GP$/t remains above FY21 levels
EBITDA
•EBITDA declined by 35.9% YoY in FY25, reflecting softer market conditions
OPEX
•Steel segment OPEX (excluding depreciation) for FY25 was in line with
FY24
Steel, NZ$mFY25FY24% change
Revenue409.7471.3-13.1%
EBITDA
1,2
44.168.8-35.9%
Sales Volume (000 tonnes)152.7162.0-5.7%
Revenue / Tonne ($)2,6832,910-7.8%
EBITDA Margin
1,2
10.8%14.6%-3.8%
1. Post NZ IFRS 16 basis.
2. Before significant items (sale of Wintec products and fixed assets).
43
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Metals segment
Revenue
•Revenue decreased by 9.2% YoY in FY25, primarily driven by:
–An 8.1% YoY reduction in volume
–A 1.2% YoY decrease in revenue per tonne
Gross margin
•Gross margin percentage improved in FY25 compared with FY24,
reflecting better margin management in some segments
EBITDA
•EBITDA declined by 14.6% YoY in FY25
OPEX
•Metals segment OPEX (excluding depreciation) increased by
approximately NZ$2.5m YoY in FY25 due to inflationary pressures and an
increase in occupancy costs
Metals, NZ$mFY25FY24% change
Revenue538.4 593.0 -9.2%
EBITDA
1,2
84.9 99.5 -14.6%
Sales Volume (000 tonnes)61.1 66.5 -8.1%
Revenue / Tonne ($)8,809 8,912 -1.2%
EBITDA Margin
1,2
15.8% 16.8% -1.0%
1. Post NZ IFRS 16 basis.
2. Before significant items (sale of Wintec products and fixed assets).
44
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
44
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Key drivers of EBITDA change
Volume and margin
•Volume change contributed NZ$23m YoY decline in EBITDA
•Margin decrease contributed NZ$14m YoY decline in EBITDA
•OPEX in FY25 was down NZ$1m YoY
OPEX
•Group OPEX was NZ$1m lower at NZ$213m in FY25, reflecting:
–A disciplined focus on maintaining lean operations
–Continued investment for long-term growth
148148
112
0
1
-23
-14
0
20
40
60
80
100
120
140
160
TotalIncreaseDecrease
45
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Profit and loss segment disclosure
Post NZ IFRS 16
1
, NZ$m
SteelMetalsCorporateTotal
FY25FY24% changeFY25FY24% changeFY25FY24% changeFY25FY24% change
Revenue
409.7 471.3 -13.1%538.4 593.0 -9.2%0.0 0.0 0.0% 948.1 1,064.3 -10.9%
Adjusted EBITDA
2
44.1 68.8 -35.9%84.9 99.5 -14.6%-17.0-20.7-18.1%112.1 147.6 -24.1%
Significant items
2
0.0 0.0 0.0 0.0 -3.10.0 -3.10.0
EBITDA post IFRS 16 & significant items
44.1 68.8 -35.9% 84.9 99.5 -14.6% -20.0-20.7-3.2% 109.0 147.6 -26.1%
Depreciation and amortisation (D&A)
-50.5-48.6
EBIT
2
58.5 99.0 -40.9%
Finance costs
-36.1-40.1
PBT
2
22.4 58.9 -62.0%
Tax expense
-6.6-18.9
NPAT
2
15.7 40.0 -60.6%
D&A of PPE & intangibles
-18.2-18.2
Amortisation of right of use assets
-32.3-30.4
Total D&A
-50.5-48.63.9%
Financing income
0.2 0.3
Financing charges on bank debt
-18.3-23.4
Financing charges on lease liabilities
-18.0-17.0
Net financing charges
-36.1-40.1
Lease payments & termination gains
-18.6-17.1-25.9-24.1-0.3-0.2-44.8-41.4
Adjusted EBITDA pre NZ IFRS 16 and
significant items
25.5 51.7 -50.6%59.0 75.4 -21.7%-17.3-20.9-17.4%67.3 106.2 -36.6%
Sales (000 tonnes)
152.7 162.0 -5.7%61.1 66.5 -8.1%213.8 228.5 -6.4%
Revenue / Tonne
2,683 2,910 -7.8%8,809 8,912 -1.2%4,434 4,657 -4.8%
Gross Margin (%)
3
29.1% 30.5% -1.5%38.2% 36.7% 1.5% 34.2% 34.0% 0.2%
Adjusted EBITDA Margin
2
10.8% 14.6% -3.8%15.8% 16.8% -1.0%11.8% 13.9% -2.0%
Adjusted EBIT Margin
2
6.1% 10.5% -4.4%10.7% 12.5% -1.9%6.5% 9.3% -2.8%
1. NZ IFRS 16 – accounting recognition of right of use assets and corresponding lease liabilities.
2. Before significant items (sale of Wintec products and fixed assets).
3. Certain costs for the Metals segments previously classified as operating costs in FY24 ($13.6m, gross profit dollar per to
nne $59) have been reclassified as costs of sales in the FY24 numbers to be consistent with the treatment of
these costs in FY25.
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FY25 RESULTS, ACQUISITION & EQUITY RAISING
Statutory and non-GAAP earnings
RevenueEBITDAEBITNPATEPS (NZ cents)
NZ$m(unless stated)FY25FY24FY25FY24FY25FY24FY25FY24FY25FY24
Statutory basis948.11,064.3109.0147.658.599.015.740.011.930.4
+ Significant items
1
3.10.03.10.02.20.01.60.0
Adjusted basis, before significant items948.11,064.3112.1147.661.699.017.940.013.630.4
-Operating leases adjustment0.00.0-44.8-41.4-12.5-11.03.74.22.83.2
Adjusted pre NZ IFRS 16
2
basis948.11,064.367.3106.249.188.021.644.216.433.6
1. Sale of Wintec products and fixed assets.
2. NZ IFRS 16
– accounting recognition of right of use assets and corresponding lease liabilities.
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Balance sheet
NZ$m30 Jun 2530 Jun 24% change
Trade and other receivables130.8 144.8 -9.7%
Inventories333.9 360.6 -7.4%
Less: trade & other payables-143.2-144.1-0.6%
Working capital excluding tax items321.4 361.3 -11.0%
Property, plant equipment95.7 95.7 0.0%
Intangibles12.1 13.4 -9.9%
Right-of-use assets255.0 254.8 0.1%
Other assets & liabilities13.2 13.0 1.3%
Lease liabilities-295.3-290.31.7%
Net banking debt-232.4-275.8-15.7%
Net assets / Shareholders funds169.7 172.1 -1.4%
Capital employed402.1 447.9 -10.2%
Key risks
08
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FY25 RESULTS, ACQUISITION & EQUITY RAISING
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VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Key risks
RiskSummary
Acquisition due diligence
and reliance on
information provided
Vulcan undertook a due diligence process in respect of Roofing Industries, its wholly-owned and non-wholly owned branch companies and three related roofing products businesses to be acquired by
Roofing Industries as a condition of completion of the Acquisition (collectively referred to as R
Roofingg Industriess in this Presentation), which relied in large part on the review of financial and other
information (including unaudited financial information) concerning the business and corporate structure of Roofing Industries, w
hich was provided to Vulcan by the Vendor or by Roofing Industries. While
Vulcan considers the due diligence process undertaken to be appropriate, despite making reasonable efforts, Vulcan has not been able to verify the accuracy, reliability or completeness of all the
information which was provided to it against independent data.
Similarly, Vulcan has prepared (and made reasonable assumptions in the preparation of) the financial information relating to each entity comprising Roofing Industries (on a standalone basis and also
with Vulcan post-acquisition of Roofing Industries) included in this Presentation from financial and other information (including unaudited financial information) provided by Roofing Industries. Vulcan is
unable to verify the accuracy, reliability or completeness of all of the information provided to it. If any of the data or information provided to and relied upon by Vulcan in its due diligence process and its
preparation of this Presentation proves to be incomplete, incorrect, inaccurate or misleading, there is a risk that the actual financial position and performance of Roofing Industries may be materially
different from the financial position and performance expected by Vulcan and reflected in this Presentation.
Furthermore, there is a risk that the due diligence conducted has not identified issues that would have been material to the decision to enter into the Acquisition or that the risks or adverse matters
identified may not have been adequately appreciated or addressed, including the terms of the Acquisition (such as price, conditionality, warranties, and indemnities). A material adverse issue that was
not identified prior to entry into the Acquisition could have an adverse impact on the financial performance or operations of Vulcan post the Acquisition closing.
As is usual in the conduct of acquisitions, the due diligence process undertaken by Vulcan identified a number of risks associated with Roofing Industries, which Vulcan had to evaluate and manage. The
mechanisms used by Vulcan to manage these risks included, in certain circumstances, the acceptance of the risk as tolerable on commercial grounds such as materiality. There is a risk that the
approach taken by Vulcan may be insufficient to mitigate the risk, or that the materiality of these risks may have been underestimated or unforeseen, and therefore they may have a material adverse
impact on Vulcan’s operations, earnings and financial position.
Roofing Industries’ future
earnings may not be as
expected
Vulcan has undertaken financial and business analysis and has engaged professional advisors to undertake legal and tax due diligence of Roofing Industries in order to determine its attractiveness to
Vulcan and whether to pursue the Acquisition. It is possible that such analysis and due diligence, and the best estimate assumptions made by Vulcan, draw conclusions and forecasts that are
inaccurate or which will not be realised in due course.
1. Risks Relating to the Acquisition
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Key risks
RiskSummary
Roofing Industries’ future
earnings may not be as
expected (cont.)
Vulcan has entered into a share purchase agreement with the Vendor to effect the Acquisition, the completion of which is conditional on, among other things, the completion of certain restructuring
steps by Roofing Industries. These restructuring steps include the acquisition by Roofing Industries of assets of three roofing products businesses, the disposal of certain excluded assets by Roofing
Industries, and the transfer of shares in and entry into of new shareholder arrangements in respect of Roofing Industries’ non-wholly owned branch companies (which will increase Roofing Industries’
shareholding in all North Island branches). If any one or more of these steps do not complete, Vulcan may elect to waive that requirement and complete the Acquisition (in which case the Acquisition
purchase price will be reduced by the amount attributable to the noncompleted step(s)).
To the extent that the actual results achieved by Vulcan and Roofing Industries combined are different than those anticipated (including, for example, if the Acquisition completes without all of the
restructuring steps having completed), or any unforeseen difficulties emerge in integrating the operations of Roofing Industries, there is a risk that the profitability and future earnings of the operations of
Vulcan may differ (including in a materially adverse way) from the performance as described in this Presentation.
The acquisition of Roofing
Industries may not
complete or be delayed
Completion of the acquisition of Roofing Industries is conditional on the satisfaction or waiver of certain conditions, including: (i) completion of certain restructuring steps by Roofing Industries (described
above); (ii) customary approvals for a business of this nature, including change of control consents and waivers of pre-emptive rights in respect of non-wholly owned branch companies, (iii) entry into of
new leases with the Vendor and its associated entities; and (iv) no material adverse change in the Roofing Industries business. All conditions precedent to completion may only be waived by Vulcan.
If any of the conditions precedent to completion are not satisfied or waived (or the satisfaction of a condition precedent is found to be invalid or challenged) or otherwise takes longer than anticipated
to satisfy, completion of the Acquisition may be deferred or delayed, or may not occur on the current terms (for example, if the Acquisition completes without all of the restructuring steps having
completed), or at all.
If the Acquisition is not completed as a result of a failure to satisfy conditions (or otherwise), Vulcan will need to consider alternative uses for the proceeds of the Entitlement Offer, including but not
limited to other potential acquisitions and strategic investments and general corporate purposes, or ways to return some or all of the proceeds to shareholders.
If the Acquisition is completed in circumstances where not all of the restructuring steps are completed, the Acquisition purchase price will be reduced by the amount attributable to the noncompleted
step(s).
If completion of the Acquisition is delayed, Vulcan may incur additional costs, and it may take longer than anticipated for Vulcan to realise any potential benefits of the Acquisition. Any failure to
complete, or delay in completing, the Acquisition, or completion of the Acquisition without having completed all of the restructuring steps, and/or any action required to be taken to return capital raised
to shareholders may have an adverse effect on Vulcan’s financial position, performance and share price.
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Key risks
RiskSummary
Vulcan may be unable to
retain key Roofing
Industries personnel
Following completion of the Acquisition, certain of the Roofing Industries senior management team will continue to play an important part in the Roofing Industries’ business strategy and success, as they
have extensive industry experience and knowledge of Roofing Industries’ business. They are also important for maintaining relationships with key customers and suppliers of Roofing Industries. Any loss
of key Roofing Industries employees, or an inability to retain and motivate them during or after the integration period, may disrupt business continuity, delay strategic execution, impair customer
relationships, or increase operational risk. This could in turn adversely affect Vulcan’s financial performance, integration outcomes, and future growth prospects.
Recourse to the Vendor
and guarantors may be
limited
Vulcan has not sought to obtain a warranty and indemnity insurance policy in relation to the agreement for the Acquisition, but has instead obtained personal guarantees of the Vendor’s obligations
under the agreement from the two principal shareholders in the Vendor. If a warranty or other claim was made by Vulcan against the Vendor, there is a risk that such a claim may be contested or that
funds may not be available to meet the claim in its entirety, despite the existence of personal guarantees from the principal shareholders in the Vendor. Any inability to recover amounts claimed under
the acquisition agreement could adversely affect Vulcan’s financial position and performance.
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Key risks
RiskSummary
Information technology
and risk of data security
breaches
Vulcan has invested significantly in information technology systems which support its operations. There is a risk that these systems, including third party service providers, may fail to perform as
expected or be adversely impacted by a number of factors, some of which may be outside of Vulcan’s control. This includes data losses, computer system faults, internet and telecommunications or
data network failures, fire, natural disasters, computer viruses and external malicious interventions or security breaches or cyber-attacks, such as unauthorised access, malware, ransomware or denial-
of-service attacks. Any one or combination of these events may have a material adverse effect on Vulcan’s business, operations and financial performance as well as its reputation.
In addition, Vulcan’s website, databases, IT, warehouse systems and management systems are critically important to the success of its business. There is a risk that if one or more of Vulcan’s critical
operating systems do not function properly, there could be system disruptions, corruption of databases or other electronic infor
mation, delays in transaction processing, delays in receiving or processing
orders through the warehouse, website slowdown or unavailability, loss of data or the inability to accept and fulfil customer orders. Furthermore, Vulcan may not be able to continue to adapt its systems
to meet its future IT needs. Such disruption, if sustained or regular, could materially adversely affect Vulcan’s business and financial performance.
Competition risk
As one of the distributors and processors of steel and metals products in Australia and New Zealand, Vulcan’s business is subject to competition from other participants in the industry. Other participants
include other distributors and processors, as well as vertically integrated steel and metals manufacturers, some of which are also suppliers to the Company. Vulcan’s key competitors vary depending on
geography and product. In Australia, steel competitors include InfraBuild, BlueScope, Southern Steel and United Group, stainless steel competitors include Atlas Steels, Midway Metals and Stirlings
Performance Steel and engineering steel competitors include Voestalpine, aluminium competitors include Capral Alumnium, National Aluminum, Aluminum Extrusions, Darley Aluminium, Atlas Steel and
Bluescope Distribution. In New Zealand, competitors include Steel & Tube, Fletcher Steel, United Industries and Asmuss, Inex, McKechnie, Paynes, Wakefield Metals, competitors in the roofing sector would
include Metalcraft, Freeman Roofing, Stratco, Fletcher Steel, Steel and Tube and Ross Roof Group.
Competition is based on price competitiveness, product and service standards, product availability, the range and variety of product offerings and ability to demonstrate broad distribution and
processing capabilities. There is no guarantee that Vulcan can maintain its position in the market or profitability and earnings due to increased competition from existing participants or new entrants in
the market. There is no guarantee Vulcan can maintain its current competitive pricing and service offering. These factors may adversely affect Vulcan’s competitiveness which in turn may have a
material adverse effect on Vulcan’s business and financial performance.
2. Risks Relating to Vulcan and its Business
While the risks set out in this section are stated to relate to Vulcan (including each member of the Vulcan Group) and its business, investors should consider that
some or all of these risks will also apply to Roofing Industries and its business, which Vulcan will own following completion ofthe Acquisition.
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Key risks
RiskSummary
Changes in economic and
geopolitical conditions
and demand for steel in
Australia and New
Zealand
Steel demand is linked to the strength of economic activity, on a global and regional (Australia and New Zealand) basis.
If macroeconomic conditions were to deteriorate in Australia and New Zealand, the outlook for steel demand in Australia and New Zealand may be negatively impacted. No prediction can be made
regarding the nature, timing, extent, and duration of any future downturn in the Australian and New Zealand economies on the demand for steel products.
In particular, slower economic growth, a downturn in the economy as a whole, or a downturn in industries that are consumers of steel (such as the construction, manufacturing or mining industry), may
have a material adverse effect on the demand for steel products. In addition, uncertain and dynamic geopolitical risks, including international conflicts, sanctions and political instability may disrupt
supply chains, heighten commodity price volatility, adversely affect exchange rates and capital markets. Any of these may have an adverse effect on Vulcan’s business and financial performance.
Fluctuations in steel prices
in Australia and New
Zealand and impact of
global trade policy on
Vulcan’s business
Steel prices are primarily influenced by regional and global steel demand and production capacity, as well as fluctuations in steel imports and exports, rebates, tariffs and the costs of raw inputs (such
as iron ore, ferrous scrap, nickel). As a globally traded product, steel or steel products are generally quoted in USD or in cur
rencies that are substantially correlated with the USD. Accordingly, movement in
NZD and AUD relative to USD can impact on the average landed cost of steel in both the Australian and New Zealand markets. These prices, which can fluctuate significantly over time, are cyclical,
difficult to forecast and outside of Vulcan’s control.
As a distributor, both Vulcan’s selling prices and cost of goods sold are generally impacted by movements in international steel prices as Vulcan and local market participants respond to global
conditions. Differences between Vulcan’s ability to adjust its selling prices with changes in the cost of purchasing steel may impact Vulcan’s gross profits.
Increases in steel prices generally lead to an increase in the selling prices of Vulcan’s products as well as the cost of purcha
sing steel for distribution and processing. Conversely, decreases in steel prices
generally lead to a decrease in the selling prices of Vulcan’s products as well as the cost of purchasing steel for distribution and processing. In either instance, if Vulcan is unable to adjust its selling
prices in line with the changes to the cost of its inputs, due to competitive dynamics or other constraints, this may adversely impact Vulcan’s financial performance. Given there is a lag between time of
purchase and time of sale of products, there is a risk that Vulcan’s selling prices may not be commensurate with the purchased value of steel inventory.
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Key risks
RiskSummary
Fluctuations in steel prices
in Australia and New
Zealand and impact of
global trade policy on
Vulcan’s business (cont.)
Vulcan’s business may be materially affected by changes in international trade policies, tariffs, and trade restrictions, all ofwhich are unpredictable and outside of its control. Government actions such
as the imposition of tariffs, anti-dumping measures, sanctions, changes to free trade agreements or other trade actions or barriers could impact Vulcan’s ability to source some of its products from
overseas suppliers. It may also increase input costs, restrict access to key markets, or adversely affect the competitiveness ofAustralasian-produced products relative to overseas competitors. These
risks may be heightened by the strategic importance of steel to national economies and the potential for steel products to be targeted in trade disputes. Any such developments could have a material
adverse effect on Vulcan’s operations, financial performance, and growth prospects. If such measures were imposed, Vulcan could
face higher costs, reduced margins, supply chain disruptions and loss
of market share, which in turn may materially and adversely affect its financial performance and position, including by having a material adverse effect on Vulcan’s business by reducing or eliminating
Vulcan’s access to steel supply markets. More generally, the imposition of trade barriers may directly or indirectly lead to a slowdown in economic activity globally or in the jurisdictions in which Vulcan
operates.
Growth strategy
Vulcan’s growth strategy includes identifying and executing a number of potential projects that require capital investment, and these projects are inherently subject to completion and financing risks.
Vulcan cannot guarantee that it will be able to execute on its projects, and to the extent that Vulcan proceeds, that it will beable to complete them on schedule, within budget, or achieve an adequate
return on its investment.
Vulcan may consider future acquisitions where Vulcan believes that those acquisitions are complementary to Vulcan’s future growth strategy. There are a number of difficulties associated with
acquisitions such as the integration of financial, operational and managerial resources. If these companies are not successfully integrated, this may have a material adverse effect on Vulcan’s business
and financial performance.
Further, completed acquisitions may not perform as anticipated. Failure of due diligence to identify pre-existing issues, or issues that arise from the integration of operations, may hinder acquisition
success, which may have a material adverse effect on Vulcan’s financial performance, its growth opportunities and its ability topursue further acquisitions. Similarly, brownfield opportunities may not
perform as anticipated.
In addition, while Vulcan will conduct due diligence on any proposed acquisitions, there is no assurance that an acquisition will perform as forecast once fully integrated or successfully achieve the
desired objectives and synergies.
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Key risks
RiskSummary
Growth strategy (cont.)
While Vulcan will endeavour to conduct all reasonable and appropriate due diligence on potential growth opportunities, acquisition and other development opportunities may carry the risk of
unsuccessful performance or execution. Vulcan will seek to obtain all customary warranties and indemnities from vendors of the acquired assets; however, Vulcan may not be able to obtain the
appropriate warranties or indemnities, or further risks outside of due diligence may arise that are not covered under the warranties and indemnities within the relevant acquisition agreement. If an
unforeseen liability arises in respect of which Vulcan is not able to be indemnified, this may have a material adverse effect onVulcan’s financial performance. There can be no assurance that any future
acquisitions will enhance the investment returns of Shareholders.
Vulcan’s customers
operate in industries
which are cyclical and
Vulcan’s revenues are
impacted by seasonality
Vulcan’s customer demand profile and therefore its revenue and earnings are sensitive to the level of activity in a number of industries in Australia and New Zealand, but particularly the construction,
manufacturing and mining industries given the nature of Vulcan’s products. These industries are typically cyclical and sensitive to a number of factors outside of Vulcan’s control, including general
economic conditions. Any significant or extended downturn in the construction, manufacturing and/or mining industries will negatively affect Vulcan’s business and financial performance. Vulcan is not
able to predict the timing, extent, and duration of the economic cycles in the markets in which it operates. Vulcan may not be readily able to reduce its costs in proportion with the impact of any
economic downturn on its revenue which could in turn have a material adverse effect on its financial performance.
In addition, Vulcan’s sales volumes in the second half of its financial year may be affected by seasonal factors, including fewer trading days, construction cycles, and customer shutdown periods, which
can result in fluctuations in revenue and earnings between periods.
Disintermediation risk
As a primary distributor and processor of steel products in Australia and New Zealand, Vulcan operates as a link in the steel value chain between steel producers and bulk traders, and end-users. While
the Company believes there are a number of factors or measures relevant to disintermediation (such as economies of scale, customer relationships, inventory management and the ability to fill orders
and deliver products to customers in a timely fashion) for the industry, there can be no assurance that Vulcan’s suppliers do not adopt a strategy of supplying products directly to end-users (thereby
disintermediating Vulcan). This will have an impact on Vulcan’s sales and business performance.
Product substitution risk
In many applications, steel competes with other materials that may be used as steel substitutes, such as aluminium, concrete, composites, plastic and wood. Improvements in the technology,
production, pricing or acceptance of these competitive materials relative to steel or other changes in the industries for these competitive materials could reduce the volume of steel that Vulcan
distributes and processes and hence reduce Vulcan’s cash flow and profitability. The extent of risk from steel substitutes varies by market segment and geography. These factors may adversely affect
demand for steel products, which could in turn have a material adverse effect on Vulcan’s business and financial performance.
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Key risks
RiskSummary
Customer relationships
Vulcan does not have long-term agreements or arrangements with its key customers, giving rise to a lack of contractual certainty regarding future revenue. There is therefore a risk that Vulcan’s existing
customers may decide not to continue their business with Vulcan in the future or at the same level as in prior periods. As a result, Vulcan’s operating performance may vary from period to period and
may fluctuate in the future.
Further, the loss or impairment of significant relationships could have a material adverse effect on Vulcan’s revenue and profitability. Any financial difficulty or insolvency encountered by a key customer
could have a material adverse effect on Vulcan’s business, financial performance and prospects, including where it results in an
inability to recover moneys owed, or delay or deferral of major projects to
which Vulcan is supplying, or intends to supply, steel products.
Ongoing supply of steel
products to Vulcan
Vulcan relies on a number of key supplier relationships in Australia, New Zealand and overseas, which are engaged on a purchase order basis on the relevant supplier’s standard terms, giving rise to a
lack of contractual certainty regarding future supply. In addition, the local supply of steel in Australia and New Zealand is concentrated among a few suppliers. There is a risk that if any of Vulcan’s local
suppliers reduce their operations or cease operations completely, this could have a material adverse effect on Vulcan’s ability to source products viably or on appropriate commercial terms, and
therefore impact its operations and financial performance.
The success of Vulcan’s business and its ability to grow relies on its ability to retain its existing key supplier relationships and its ability to continue to transact with suppliers on acceptable terms for
sufficient volumes. The deterioration of Vulcan’s relationships with these suppliers or inability of these suppliers to continue to contract with Vulcan on acceptable terms may have a material adverse
effect on Vulcan’s operations and financial performance in the future. Third party suppliers may also have a “stock out” with insufficient quantities of products available in a timely manner, or encounter
financial or material difficulties, labour shortages or unilaterally amend their terms of agreement with competitors. Vulcan’s suppliers may incur unforeseen costs or seek changes in credit terms as a
result. These factors may adversely affect Vulcan’s customers or customer orders, which in turn may have a material adverse effect on Vulcan’s business and financial performance.
While Vulcan takes steps to ensure the quality of its products, there is a risk that products are returned by customers due to poor quality or manufacturing defects and that Vulcan may be forced to
replace these defective products supplied to customers at additional costs or be subject to time delay. As Vulcan has not entered into any long-term agreements with any of its key suppliers, Vulcan
cannot guarantee that it will continue to receive a stable and quality supply of products from its existing suppliers. If any ofVulcan’s suppliers cease to operate, Vulcan may have to source from
alternative suppliers. There is no assurance that Vulcan can source from alternative suppliers at a similar level of costs and q
uality, which in turn may have a material adverse effect on Vulcan’s business
and financial performance.
Operations risk
The distribution and processing of steel products involves a number of inherent risks. Specifically, steel processing is dependent on critical processing equipment including cutting machinery (such as
laser, plasma and gas cutting machines), folding equipment, uncoiling, slitting and sheeting equipment, electrical equipment, generators and compressors. Such equipment may incur downtime as a
result of unanticipated failures or events such as fires or loss of external power supply.
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Key risks
RiskSummary
Operations risk (cont.)
Vulcan may also be adversely impacted by an inability to procure steel from steel producers in a timely manner, impacting the ability for Vulcan to process and distribute to its customers. Vulcan also
relies on its trucking fleet to distribute product to its customers, with risks inherent to the loading, transportation and unloading of product that may impact the timeliness and full delivery of Vulcan’s
products. Any disruptions to operations could have a material adverse effect on Vulcan’s business and financial performance.
Transportation and
distribution
As a distributor and processor of steel, Vulcan’s supply chain depends on roadway, railways, ports and ocean vessels to receive materials from its suppliers, and roadway to deliver its products to its
customers. Any unavailability, or increased cost of transportation, including those caused by weather-related problems, natural disasters, infrastructure damage, strikes, lock-
outs, fuel shortages or other
events, could impair Vulcan’s ability to supply its products to its customers. Furthermore, any disruption in the supply chain logistics of steel products could impact the flow of goods, including the supply
of stock to Vulcan which could have a material adverse effect on Vulcan’s business and financial performance.
In addition, Vulcan’s ability to deliver products to customers requires its in-house trucking fleet to be operational. The break down of one or more trucks in any particular location could impact Vulcan’s
ability to deliver to customers within that location within a timely fashion which could result in delays. This could have a material adverse effect on Vulcan’s business and financial performance.
Reliance on key personnel
Vulcan‘s management team has significant experience in, and knowledge of, the New Zealand and Australian steel industry. The vast majority of the management team have been with Vulcan for an
extended period, and the loss of key senior executives and key employees is a risk to Vulcan’s business, operations and financia
l performance. If any key senior executives or key employees were to leave,
there is no assurance that Vulcan would be able to replace them with individuals with similar experience and expertise. This could have a negative impact on the business, as well as on its ability to meet
its earnings and profitability targets and to pursue its growth strategies.
Exchange rates
Steel products are generally quoted in USD or in currencies that are substantially correlated to the USD. Vulcan principally transacts in AUD and NZD with its customers, in AUD, NZD and USD with its
suppliers, and reports its financial results in NZD. Accordingly, Vulcan’s primary exposures are to movements in AUD/NZD, AUD/USD and NZD/USD exchange rates. Vulcan’s earnings and equity are exposed
to risks associated with foreign exchange rate movements.
While the impact on earnings of exchange rate fluctuations is variable and influenced by several factors including volumes and global steel prices, any adverse movements in exchange rates may
adversely impact Vulcan’s profitability, or be passed on to its customers, which may negatively impact demand for its products. Accordingly, this may have a material adverse impact on the overall
financial performance of Vulcan. The Directors may elect to pay dividends in foreign currencies. Therefore, there is a risk that the monetary value of the dividend payments will vary with fluctuations in
foreign exchange rates.
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Key risks
RiskSummary
Availability of debt
financing and relaxation
of debt covenants
Vulcan has entered into facility agreements for the provision of debt financing. Funding provided under the banking facility is used to fund Vulcan’s activities. The banking facility is subject to certain
covenants. As announced to the market in June 2025, Vulcan’s banking syndicate has granted an extension of the relaxation of covenant thresholds through to 30 June 2026. Although Vulcan continues
to operate with strong liquidity and has no debt facilities maturing until the financial year ending 30 June 2027, there is a risk that Vulcan’s banking syndicate do not agree to a further extension of
covenant thresholds, if required. If covenants are breached or the relaxation of covenant thresholds is not extended, this may have a material adverse effect on Vulcan and the continuity of the banking
facilities. The Lenders under the banking facility have a general security over the assets of Vulcan which, if enforced, may have a material adverse effect on Vulcan’s business and financial performance.
Insurance risk
Although Vulcan maintains insurance policies including business interruption, property damage, loss or damage to goods in transit, credit insurance for debtors and public and product liability, not all
risks are insured or insurable (and may have significant deductibles on policies). Accordingly, Vulcan’s insurance policies do not provide coverage for all losses related to Vulcan’s business, and the
occurrence of losses, liabilities or damage not covered by such insurance policies may have a material adverse effect on Vulcan’s business, operations and financial performance. Due to changeable
market conditions, there can be no assurance that the insurance that
Vulcan carries will continue to be available, will be available at economically acceptable premiums or will be adequate to cover any resulting liability. In some cases, coverage is not available or is
considered too expensive relative to the perceived risk. If Vulcan experiences a loss in the future, the proceeds of the applicable insurance policies, if any, may not be adequate to cover replacement
costs, lost revenue, increased expenses and/or liabilities to third parties which could have a material adverse effect on Vulcan’s business and financial performance.
Industrial relations
Some of Vulcan’s employees in Australia and New Zealand are members of trade unions. These employees are generally covered by collective bargaining agreements, which are periodically
renegotiated and renewed. Disputes and ordinary course collective bargaining processes with trade unions could lead to strikes or other forms of industrial action that could disrupt Vulcan’s operations,
increase costs and reduce Vulcan’s revenue and earnings. The outcome of these disputes or processes could also limit Vulcan’s ability to implement desired initiatives, resulting in a loss of
competitiveness.
Work health and safety
risks
Work health and safety laws impose a broad range of safety duties on Vulcan and maximum penalties under applicable legislation are significant. If Vulcan fails to maintain adequate work health and
safety systems and practices, this may impact Vulcan’s reputation, ability to operate for a specific time period and its ability to maintain its current insurance status on the same or similar terms, which
may have a material adverse effect on Vulcan’s business, operations and financial performance.
In common with all industrial companies, Vulcan faces the risk of workplace injuries (in particular, when loading and unloading products from its trucking fleet and when handling products during value-
added processes), which may result in production or industrial stoppages, workers’ compensation claims, related common law claims and potential occupational health and safety prosecutions.
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Key risks
RiskSummary
Work health and safety
risks (cont.)
The distribution and processing of steel and metals products involves certain labour-intensive processes and the use of various machinery and equipment (including operating Vulcan’s trucking fleet).
The growth of the production operations has increased the number of new and inexperienced staff within Vulcan’s facility. There may be an exposure, incident or accident at Vulcan’s facilities that results
in serious injury, ill health or death to employees, contractors or other third parties, or damage to property.
Risk of litigation, claims,
disputes and regulatory
investigations
Vulcan is exposed to potential legal and other claims or disputes in the course of its business, including contractual disputes, defective products, property damage and personal liability claims with
respect to its operations and in relation to the operations of the businesses that it has acquired, and claims by regulators with jurisdiction to investigate aspects of the conduct of Vulcan’s business or
the industry in which it operates from time to time (such as the New Zealand Commerce Commission and the Australian Competition and Consumer Commission).
In addition, due to the nature of its operations, it is possible that claims against Vulcan could arise from defects in material or products processed and/or distributed by Vulcan. Purchasers and third
parties could make claims against Vulcan based on Vulcan’s delivery of defective materials or products, or for damage or loss arising from the use of these defective materials or products. If any claims
of this type are determined against Vulcan, it could have an adverse effect on Vulcan’s business, operations and financial performance.
Environmental laws and
regulations
Vulcan’s business is subject to environmental laws and regulations that require specific operating licences and impose various requirements and standards, including noise and dust contaminant. These
laws and regulations provide for penalties and other liabilities for the violation of such laws and regulations and establish, in certain circumstances, obligations to remediate current and former leased
properties, facilities and locations where operations are or were conducted. Vulcan may be required to undertake such remediation or other operational changes at its own cost. Vulcan may also be
liable to remedy locations affected by environmental issues even in circumstances where it is not responsible for causing the environmental liability. The cost of such remediation could be substantial. It
could also restrict the ability of Vulcan to conduct its business economically or restrict some activities altogether.
Vulcan may also be impacted by the emergence of new or expanded regulations, including disclosure requirements, relating to transitioning to a lower-carbon economy and market changes related to
climate change mitigation. These regulations could also restrict the ability of Vulcan to conduct its business economically or restrict some activities altogether, or otherwise subject Vulcan to specific
tariffs or penalties for carbon emissions or environmental damage or change its operations. Vulcan incurs costs to comply with these environmental laws and regulations and violation of them, or
changes to such laws and regulations, including changes to operating licence conditions, could result in penalties and other liabilities and may have a significant adverse effect on Vulcan’s business
and financial performance.
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Key risks
RiskSummary
Environmental laws and
regulations (cont.)
Vulcan’s steel processing operations involve the use of certain chemicals (such as liquid nitrogen for laser cutting and liquid oxygen for gas cutting) and produce certain waste. Vulcan has installed
facilities in compliance with relevant environmental laws and regulations for the controlled use and secure storage of hazardous chemicals used in the processing of steel. However, Vulcan cannot
eliminate the risk of accidental contamination or discharge and any resultant injury from hazardous materials. Additionally, env
ironmental laws and regulations may become more stringent in the future,
and Vulcan may incur greater costs in complying with the increased regulation, which could have an adverse effect on Vulcan’s business and financial performance.
Sanctions for non-compliance with environmental laws and regulations may include administrative, civil and criminal penalties, revocation of permits and corrective action orders. These laws
sometimes apply retroactively. In addition, a party can be liable for environmental damage without regard to that party’s negligence or fault. Therefore, Vulcan could have liability for the conduct of
others or for acts that were in compliance with all applicable laws at the time it performed them.
Reputational risk
Vulcan believes that the reputation of its products and brands is key to its success. Vulcan’s reputation and the value of its brands may be damaged as a result of negative customer or end-user
experiences due to poor product performance or product failures, adverse media coverage or other publicity (in relation to such matters as product quality or performance), failure to adequately
protect Vulcan’s intellectual property rights from third party infringement, or disputes with customers, suppliers, landlords oremployees. Vulcan’s reputation may also be adversely affected by the
actions or omissions of customers, to whom Vulcan supplies steel products. Erosion of Vulcan’s reputation as a result of one or
a combination of these factors may reduce demand for Vulcan’s products,
diminish the value of Vulcan’s brand, or adversely impact relationships with key customers, suppliers or employees, which in turn may adversely impact Vulcan’s business, operations and financial
performance.
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Key risks
RiskSummary
Price of shares and
general investment risks
The price at which Shares are quoted on the ASX and NZX may increase or decrease due to a number of factors. These factors may cause the New Shares to trade at prices above or below the price at
which the New Shares are being offered under the Entitlement Offer.
Trading in Shares may not
be liquid
Once the New Shares are quoted on the ASX and NZX, there can be no guarantee of an active trading market for Shares or that the price of the New Shares will increase. There may be relatively few
potential buyers or sellers of Shares on the ASX and NZX at any one time which may make it difficult for investors to sell their Shares. If illiquidity arises, there is a risk that Shareholders may be unable to
realise their investment in Vulcan.
Lower volumes of trading in Shares may increase the volatility of the market price of the Shares as, in such situations, significant price movement can be caused by trading a relatively small number of
Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares and result in Shareholders receiving a market price for their Shares that is less than the price that
Shareholders paid.
Changes to laws and
regulations
Vulcan and its suppliers as well as customers are subject to, and must comply with, a variety of laws in Australia and New Zealand (including federal, state and local laws, regulations and policies) in the
ordinary course of its business. These laws and regulations include those that relate to fair trading and consumer protection, competition, workplace health and safety, product safety, employment,
taxation (including GST and stamp duty) and customs and tariffs.
Such laws, regulations and policies can significantly influence Vulcan’s operating environment and there can be no assurance tha
t such laws and regulations will not be changed in ways that will require
Vulcan to modify its business models and objectives or affect its returns on investment by making existing practices more restricted.
Changes to laws and regulations may have a material adverse effect on Vulcan, including by increasing Vulcan’s costs either directly (such as an increase in the amount of tax Vulcan is required to
pay), or indirectly (including by increasing the cost to the business of complying with legal requirements). Any such adverse effect may impact Vulcan’s future operations and financial performance.
3. General investment risks
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Key risks
RiskSummary
Accounting Standards
New Zealand Accounting Standards are set by the New Zealand Accounting Standards Board (NZASB) and are outside the control of Vulcan, its Directors, or its senior management team. The NZASB may,
from time to time, introduce new or refined New Zealand Accounting Standards which may affect future measurement and recognition of key statement of income and balance sheet items.
There is also the risk that interpretations of existing New Zealand Accounting Standards, including those relating to the measurement and recognition of key statement of income and balance sheet
items, may differ from those that exist at the date of this Presentation. Changes to New Zealand Accounting Standards issued by the NZASB or changes to the commonly held views on the application of
those standards could have a material adverse effect on Vulcan’s financial performance and position reported in Vulcan’s consolidated financial statements.
Exposure to changes in tax
rules or their
interpretation
The tax laws in Australia and New Zealand are complex and are subject to change both prospectively and retrospectively, as is their interpretation by the relevant courts and the tax authorities. Changes
in tax law (including income tax, transfer pricing, GST, stamp duties and employment taxes), or changes in the way tax laws are interpreted may impact the tax liabilities of Vulcan, the tax treatment of a
Shareholder’s investment or the level of dividend imputation or franking. In particular, both the level and basis of taxation may change.
In addition, from time to time the tax authorities in Australia and New Zealand may review the tax treatment of transactions entered into by Vulcan. Any actual or alleged failure to comply with, or any
change in the application or interpretation of tax rules applied by Vulcan in respect of such transactions, could increase its tax liabilities or expose it to legal, regulatory, or other actions. An interpretation
of the taxation laws by Vulcan which is contrary to that of a tax authority in Australia or New Zealand may give rise to additional tax payable or tax penalties. In order to minimise this risk, Vulcan obtains
external expert advice on the application of the tax laws to its operations and in respect of any transactions it enters into.
Future capital needs
Vulcan may be required in the future to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and a failure to raise
capital when needed could harm the business. If Vulcan cannot raise funds on acceptable terms, it may not be able to grow its business or respond to changes in operating conditions.
Risk of shareholder
dilution
In the future, Vulcan may elect to issue Shares in connection with fundraisings, including raising proceeds for acquisitions Vulcan may decide to make. Shareholder interests may be diluted and
Shareholders may experience a loss in value of their equity if Vulcan issues Shares as consideration for acquisitions, funds acquisitions through raising equity capital or if Vulcan engages in fundraisings
for any other reason, including the repayment of debt. While Vulcan will be subject to the constraints of the ASX Listing Rules regarding the percentage of its capital it is able to issue within a 12-month
period (other than where exceptions apply), Shareholders may be diluted as a result of such issues of Shares and fundraisings, including where Shareholders choose not to take up any entitlement
offered to them.
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Key risks
RiskSummary
No guarantee of future
dividend payments
There is no guarantee that Vulcan will generate sufficient cash flow from its operations in the future to pay dividends. Further, Vulcan expects future dividends to be imputed or franked, where sufficient
imputation credits or franking credits are available, and practical to do so. However, there is no guarantee that Vulcan will have sufficient New Zealand imputation credits or Australian franking credits in
the future to fully impute and frank successive dividends or that the imputation system in either New Zealand or Australia will not be amended or abolished.
The value of imputation credits and franking credits to a Shareholder will differ depending on the Shareholder’s particular tax circumstances. Each investor considering an investment in Vulcan is
encouraged to seek professional tax advice in connection with any investment in Vulcan.
Force majeure events may
occur
Events may occur within or outside the Australian and New Zealand markets that negatively impact Vulcan’s financial performance, operations and/or the price of the Shares. These events include but
are not limited to acts of terrorism, an outbreak of international hostilities, fires, floods, storms, hail, earthquakes, labour strikes, civil wars, natural disasters, outbreaks of disease or other natural or man-
made events or occurrences that may have a material adverse effect on Vulcan’s suppliers, the demand for products and/or the ability to conduct business. Vulcan has only a limited ability to insure
against some of these risks.
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Offer jurisdictions
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This document does not constitute an offer of new ordinary shares (the “New Shares”) and entitlements (the “Entitlements”) of the Company in any jurisdiction in which it would be unlawful. In particular, this
document may not be distributed to any person, and the Entitlements and New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below
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”). Accordingly, this document may not be
distributed, and the Entitlements and the New Shares may 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 Entitlements and 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 Entitlements and the 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 Entitlements or 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.
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 Entitlements and New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale inNew Zealand) to a person who is an existing shareholder of the Company with a
registered address in New Zealand in reliance on the Financial Markets Conduct (Same Class Offers ASX/NZX-Quoted Financial Products) Exemption Notice 2023 or 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
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 Entitlements and 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).
International offer jurisdictions
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Singapore
This document and any other materials relating to the Entitlements and 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 Entitlements and New Shares, may not be issued,
circulated or distributed, nor may the Entitlements and 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 13 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or another exemption under the SFA.
This document has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such an investor, 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 Entitlements or the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to
investors who acquire such securities. As such, investors are advised to acquaint themselves with the SFA provisions relating toresale restrictions in Singapore and comply accordingly.
Switzerland
The Entitlements and 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 such securities 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.
No offering or marketing material relating to the Entitlements or 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 such securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering or marketing material relating to the Entitlements or the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. Such
securities 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.
United Arab Emirates
This document does not constitute a public offer of securities in the United Arab Emirates. The Entitlements and the New Shares may not be offered or sold, directly or indirectly, to the public in the UAE. Neither
this document nor any securities have been approved by the Securities and Commodities Authority (“SCA”) or any other authority in the UAE.
No marketing of the Entitlements or 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. This document may be distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision No.13/RM of 2021, as amended).
No offer of Entitlements or New Shares will be made to, and no subscription for such securities will be permitted from, any person in the Abu Dhabi Global Market or the Dubai International Financial Centre.
International offer jurisdictions
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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 Entitlements or the New Shares.
These securities 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 UK Prospectus Regulation. 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 Entitlements or 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
the Company.
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 (“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.
United States
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The Entitlements and New Shares have not been, and will not be, registered under the US
Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements and New Shares may not be offered or sold in the United States except in
transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
The Entitlements and New Shares may be offered and sold in the United States only to:
•“qualified institutional buyers” (as defined in Rule 144A under the US Securities Act); and
•dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of
persons that are not US persons and for which they exercise investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the US Securities Act.
International offer jurisdictions
Summary of the
Underwriting
Agreement
10
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Summary of the Underwriting Agreement
Vulcan Steel Limited (NZBN 9429038466052, ARBN 652 996 015) (Vulcan) has appointed the Underwriters to act as the joint lead managers, underwriters and bookrunners in relation to the Entitlement Offer,
subject to the terms and conditions of the underwriting agreement (Underwriting Agreement). The Underwriting Agreement includes certain conditions precedent that are customary for a transaction of this
nature. If those conditions are not satisfied or if certain events occur, the Underwriters may terminate the Underwriting Agreement.
The events which may trigger termination of the Underwriting Agreement include (but are not limited to) the following:
a)(Announcement Materials and Retail Offer Booklet) a statement contained in the Announcement Materials or Retail Offer Booklet is or becomes misleading or deceptive (including by omission)
or likely to mislead or deceive, or the Announcement Materials or Retail Offer Booklet omit any information they are required tocontain (having regard to section 708AA of the Corporations Act
and any other applicable requirements), or the issue or distribution of any of the Announcement Materials or Retail Offer Booklet, or the conduct of the Entitlement Offer, is misleading or deceptive
or likely to mislead to deceive;
b)(Offer Materials) a statement contained in the Offer Materials (other than the Announcement Materials or Retail Offer Booklet) is or becomes misleading or deceptive (including by omission) or
likely to mislead or deceive in each case in a material respect, or the Offer Materials (other than the Announcement Materials or Retail Offer Booklet) omit any information they are required to
contain (having regard to section 708AA of the Corporations Act and any other applicable requirements), or the issue or distribution of any of the Offer Materials (other than the
Announcement Materials or Retail Offer Booklet), is misleading or deceptive or likely to mislead to deceive in each case in a material respect;
c)(corrective statement) in the reasonable opinion of an Underwriter, an obligation arises on Vulcan to give ASX a notice in accordance with sections 708AA(10) or 708AA(12) of the Corporations
Act;
d)(amendments) Vulcan amends any of the Offer Materials in a material respect without the prior written consent of the Underwriters (such consent not to be unreasonably withheld or delayed);
e)(regulatory action)
i.there is an application to a Government Agency (including, without limitation, the Takeovers Panel) for an order, declaration(including, in relation to the Takeovers Panel, of
unacceptable circumstances) or other remedy in relation to the Entitlement Offer or the Offer Materials; or
ii.any Government Agency commences, or gives notice of an intention to commence, any investigation, proceedings or hearing in relation to the Entitlement Offer or the Offer Materials;
or
iii.any Government Agency prosecutes or gives notice of an intention to prosecute Vulcan or any of its Directors in their capacity as a Director of Vulcan, except where the existence of the
investigation, proceedings, prosecution or hearing has not become publicly available and it has been withdrawn by the date that is the earlier of:
iv.the Business Day immediately preceding the First Settlement Date (if the investigation, proceedings, prosecution or hearing occurs on or before the First Settlement Date) or the Second
Settlement Date (if the investigation, proceedings, prosecution or hearing occurs after the First Settlement Date); and
v.the date that is two Business Days after the investigation, proceedings, prosecution or hearing is commenced;
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Summary of the Underwriting Agreement
f)(delisting) ASX or NZX announces that Vulcan will be removed from the official list or that the Shares will be:
i.removed from official quotation; or
ii.suspended from quotation by ASX or NZX for one or more Trading Day for any reason other than a trading halt in connection with the Entitlement Offer;
g)(quotation) approval (subject only to customary conditions) is refused or not granted to the official quotation of all the Offer Shares onASX or NZX, or if granted, the approval is subsequently withdrawn,
qualified (other than by customary conditions) or withheld;
h)(delay) any event specified in the Timetable which is scheduled to occur:
i.on or prior to the First Allotment Date, is delayed for one or more Business Day beyond the date for that event specified in the Underwriting Agreement without the prior written approval of the
Underwriters; or
ii.after the First Allotment Date, is delayed for more than two Business Days beyond the date for that event specified in the Underwriting Agreement without the prior written approval of the
Underwriters;
i)(withdrawal) Vulcan withdraws the Entitlement Offer, or notifies the Underwriters that it does not intend to, or is unable to proceed with the Entitlement Offer;
j)(unable to issue Offer Shares) Vulcan is prevented from allotting and issuing the Offer Shares within the times required by the Timetable, the ASX Listing Rules, the NZX Listing Rules, applicable laws, an
order of a court of competent jurisdiction or a Government Agency;
k)(no Certificate) any Certificate which is required to be furnished by Vulcan under the Underwriting Agreement is not furnished when required;
l)(Insolvency) Vulcan or a material Group Member is Insolvent or there is an act or omission, or circumstance that arises, which is likely toresult in Vulcan or a material Group Member becoming Insolvent;
m)(force majeure) there is an event or occurrence, including any statute, order, rule, regulation, directive or request (including one compliance with which is in accordance with the general practice of
persons to whom the directive or request is addressed) of any Government Agency which makes it illegal for the Underwriters to satisfy an obligation under the Underwriting Agreement, or to market,
promote or settle the Entitlement Offer;
n)(contravention of law) any of the Offer Materials or any aspect of the Entitlement Offer does not comply with the Corporations Act, the FMCA, the ASX Listing Rules, the NZX Listing Rules, the ASIC Rights
Issue Instrument or any other applicable law;
o)(change in officers) resignation or termination of the Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer or the Chairman of Vulcan occurs (except to the extent already announced
by Vulcan to ASX and NZX prior to the date of the Underwriting Agreement);
p)(fraud) Vulcan, any of its Directors or the Chief Executive Officer, Chief Commercial Officer or Chief Financial Officer of Vulcan is charged in relation to any fraudulent conduct or activity whether or not in
connection with the Entitlement Offer; or
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Summary of the Underwriting Agreement
q)(prosecution or investigations) any of the following occur:
i.a Director or the Chief Executive Officer, Chief Commercial Officer or Chief Financial Officer is charged with an indictable offence; or
ii.any Director is disqualified from managing a corporation under Part 2D.6 of the Corporations Act.
r)*(Certificate incorrect) a statement in any Certificate is false, misleading, deceptive, untrue or incorrect;
s)*(representations and warranties) a representation, warranty or undertaking or obligation contained in the Underwriting Agreement on the part of Vulcan is breached or is or becomes misleading or
deceptive or not true or correct;
t)*(breach) Vulcan fails to perform or observe any of its obligations under the Underwriting Agreement;
u)*(information) the Due Diligence Committee Report or any information supplied (including any information supplied prior to the date of the Underwriting Agreement) by or on behalf of Vulcan to the
Underwriters for the purposes of the Due Diligence Investigations, the Offer Materials or the Entitlement Offer, is or becomes false, misleading or deceptive or is likely to mislead or deceive (including by
omission);
v)*(compliance with law) Vulcan contravenes any provision of the Corporations Act, the FMCA, its Constitution, any of the ASX Listing Rules, any of the NZX Listing Rules or any other applicable law;
w) *(regulatory) any Government Agency commences proceedings against, or gives notice of an intention to commence, any investigation, proceedings or hearing in relation to, or commence proceedings
against, Vulcan or any of its Directors in their capacity as a Director of Vulcan, including under Part 9.5 of the Corporations Act and Part 3 of the Australian Securities and Investments Commission Act 2001
(Cth), except where the existence of the investigation, proceedings or hearing has not become publicly available and it has been withdrawn by the date that is the earlier of:
i.the Business Day immediately preceding the First Settlement Date (if the investigation, proceedings or hearing occurs on or before the First Settlement Date) or the Second Settlement Date (if
the investigation, proceedings or hearing occurs after the First Settlement Date); and
ii.the date that is two Business Days after the investigation, proceedings or hearing is commenced;
x)*(adverse change) there is an adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Group including, but not limited to:
i.any adverse change in the earnings or future prospects of the Group from those disclosed in the Offer Materials; or
ii.any adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Group from those respectively disclosed in the Offer Materials;
y)*(change in law) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia, New Zealand or any State or Territory of Australia a new law or
regulation, or the Reserve Bank of Australia, or the Reserve Bank of New Zealand or any Commonwealth or State or New Zealand authority (including ASIC or the FMA), adopts or announces a proposal to
adopt a new policy (other than a law, regulation, or policy which has been announced prior to the date of the Underwriting Agre
ement); or
72
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Summary of the Underwriting Agreement
z)*(market disruption):
i.trading of all securities quoted on ASX, NZX, Hong Kong Stock Exchange, London Stock Exchange or New York Stock Exchange is suspended or limited in a material respect for a whole day on
which that exchange is open for trading;
ii.a general moratorium on commercial banking activities in Australia, Hong Kong the United States or the United Kingdom is declared by the relevant central banking authority in any of those
countries or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries;
iii.any adverse change or disruption to the existing financial markets, political or economic conditions of Australia, Hong Kong, the United States of America or the United Kingdom or the
international financial markets; or
iv.hostilities or a national emergency, in each case not existing at the date of the Underwriting Agreement, commence (whether war or a national emergency has been declared or not) or a major
escalation in existing hostilities occurs (whether war or a national emergency has been declared or not), in either case, involving any one or more of Australia, New Zealand, Hong Kong, the
People’s Republic of China, the United States of America, the United Kingdom, any member of the European Union or any member state of the North Atlantic Treaty Organization, or a major
terrorist act is perpetrated in any of those countries or any diplomatic, military or political establishment of any of those countries elsewhere in the world or:
A.nuclear weapons of any sort are used in connection with; or
B.the military of any member state of the North Atlantic Treaty Organization becomes directly involved in,
the conflicts involving Ukraine, Israel or Iran that are ongoing at the date of the Underwriting Agreement.
The ability of an Underwriter to terminate the Underwriting Agreement in respect of the above termination events denoted with anasterisk (*) will depend on whether the Underwriter has reasonable grounds
to believe that the event has, or is likely to have, a materially adverse effect on the (i) success, settlement or marketing of the Entitlement Offer (or any aspect of it) or on the ability of the Underwriter to market
or promote or settle the Entitlement Offer (or any aspect of it), or (ii) will, or is likely to, give rise to a liability of the Underwriter or its Affiliates under, or give rise to, or result in, a contravention by the Underwriters
or its Affiliates or the Underwriters or its Affiliates being involved in a contravention of, any applicable law.
73
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
Summary of the Underwriting Agreement
Representations, warranties and undertakings
Vulcan gives customary representations and warranties in connection with (among other things) the Entitlement Offer. Vulcan gives customary undertakings to the Underwriters, including that (subject to
certain exceptions) it will not issue further equity securities and will conduct its business in the ordinary course for a period of time following completion of the Entitlement Offer.
Indemnity and release
Subject to certain exceptions, Vulcan has agreed to indemnify the Underwriters and certain related persons (each an Indemnified Party) from and against all losses directly or indirectly suffered or incurred by
an Indemnified Party in connection with the Entitlement Offer or the Underwriting Agreement.
Vulcan also releases each Indemnified Party against claims made by Vulcan in relation to the Entitlement Offer or the Underwriting Agreement except to the extent of certain agreed carve outs related to the
Underwriters’ culpability for the loss.
Underwriters’ fees
The Underwriters will be paid underwriting fees disclosed in the Appendix 3B lodged with ASX by Vulcan today. Vulcan must also reimburse the Underwriters for certain expenses (including legal expenses)
incurred in connection with their role as Underwriters.
VULCAN.CO
FY25 RESULTS, ACQUISITION & EQUITY RAISING
74
26
4. Australian Taxation Implications
4.1 General
Set out below is a general summary of the Australian income tax, GST and stamp duty
implications of the Retail Entitlement Offer and receiving New Shares for certain Eligible
Retail Shareholders.
Neither Vulcan nor any of its officers or employees, nor its taxation or other advisers,
accept any liability or responsibility in respect of any taxation or stamp duty
consequences of the Retail Entitlement Offer or any associated statements made within
this document.
The comments in this section cover the Australian taxation and stamp duty implications
of the Retail Entitlement Offer only if you (referred to in this section as Eligible Retail
Shareholder, Shareholder or you):
• are an Eligible Retail Shareholder;
• are resident solely in Australia for Australian income tax purposes; and
• hold your existing Shares and New Shares on capital account for Australian income
tax purposes.
The comments do not apply to you if:
• you are a non-resident or a temporary resident for Australian income tax purposes;
• your Shares are subject to the taxation of financial arrangements provisions
contained in Division 230 of the Income Tax Assessment Act 1997 (Cth);
• you hold your existing Shares as revenue assets or trading stock;
• you acquired your existing Shares in respect of which the Entitlements are issued
under any employee share scheme;
• your existing Shares and the right to acquire New Shares are “traditional securities”
(as defined in the Income Tax Assessment Act 1997 (Cth)); or
• you are exempt from Australian income tax.
This taxation summary is necessarily general in nature and is not an authoritative or
complete statement of all potential tax implications for each Eligible Retail Shareholder.
It is based on the Australian tax and stamp duty legislation and administrative practice in
force as at the date of this Offer Booklet. It does not take into account of, or anticipate
changes to, the Australian tax and stamp duty laws or future judicial or administrative
interpretations of those laws after this time. The comments also do not take into account
the tax laws of any country other than Australia. The tax and stamp duty laws and
Australian tax and revenue authorities’ interpretation of it are subject to change, and
such changes may be effective retrospectively and may affect the comments below.
27
The summary does not take into account any financial objectives, tax positions or
investment needs of Eligible Retail Shareholders. As the taxation implications and stamp
duty of the Retail Entitlement Offer will vary depending upon your particular
circumstances, you should seek and rely upon your own professional advice in relation to
the tax and stamp duty implications of the Retail Entitlement Offer for you.
4.2 Australian tax considerations for Eligible Retail Shareholders
4.2.1 Issue of Entitlements
The issue of the Entitlements should not, of itself, result in any amount being included in
your assessable income.
4.2.2 Exercise of Entitlements
You should not make a capital gain or loss, or derive assessable income, at the time of
exercising your Entitlements under the Retail Entitlement Offer. If you take up all or part of
your Entitlements, you will acquire New Shares.
For Australian capital gains tax (CGT) purposes:
• each New Share acquired upon exercising the Entitlement will comprise a CGT asset,
being a share in Vulcan;
• each New Share should be taken to have been acquired on the date you exercise the
Entitlement; and
• each New Share should have a cost base (and reduced cost base) that is equal to
the Offer Price payable for the New Share plus certain non-deductible incidental
costs incurred in acquiring, holding and disposing of the New Share.
4.2.3 Sale of Entitlements through the Retail Shortfall Bookbuild for renouncing
Shareholders
Eligible Retail Shareholders who do not take up their Entitlements will have their
Entitlements sold on their behalf through the Retail Shortfall Bookbuild, and any premium
in respect of their Entitlements will be paid to them.
Eligible Retail Shareholders whose Entitlements are sold into the Retail Shortfall Bookbuild
will make a capital gain where the capital proceeds for the disposal of their Entitlements
exceed the cost base of those Entitlements.
Any premium paid to Eligible Retail Shareholders for the sale of their Entitlements into the
Retail Shortfall Bookbuild should constitute the capital proceeds. This is consistent with
the Commissioner’s views in Taxation Ruling TR 2017/4 “Income tax: taxation of rights and
retail premiums under renounceable rights offers where shares held on capital account”
in which the Commissioner also confirmed that premiums paid to Eligible Retail
Shareholders are not ordinary income, or a dividend, for income tax purposes, provided
the shares are held on capital account.
As Entitlements are granted to Eligible Retail Shareholders for nil consideration, the cost
base of the Entitlements should generally be limited to certain non-deductible incidental
costs incurred in relation to the disposal of the Entitlements.
28
Eligible Retail Shareholders who are individuals, trustees or complying superannuation
entities that have held their existing Shares for at least 12 months prior to the date of sale
into the Retail Shortfall Bookbuild may be entitled to apply the applicable CGT discount to
reduce the capital gain resulting from the sale of the Entitlements (after offsetting current
year or carried forward capital losses).
The CGT discount is 50% for individuals and trustees and 33⅓% for complying
superannuation entities, and the CGT discount is not available to Eligible Retail
Shareholders that are companies. Trustees should seek specific tax advice regarding the
tax consequences arising from making distributions attributable to discount capital
gains.
4.2.4 Distributions on New Shares
Any future distributions made in respect of the New Shares should be subject to the same
income taxation treatment as distributions made in respect of existing Shares held in the
same circumstances.
Any dividends paid by Vulcan on a New Share will constitute assessable income of an
Eligible Retail Shareholder.
An Eligible Retail Shareholder should include the dividend in their assessable income in
the year the dividend is paid, together with any franking credit attached to that dividend.
Such an Eligible Retail Shareholder should be entitled to a tax offset equal to the franking
credits attached to the dividend subject to satisfying the ‘holding period’ and ‘related
payment’ rules (refer to comments below) and provided the benefit of franking credits is
not denied under various franking integrity rules. The tax offset can be applied to reduce
the tax payable on the Eligible Retail Shareholder’s taxable income. Where the tax offset
exceeds the tax payable on the Eligible Retail Shareholder’s taxable income and such
Eligible Retail Shareholder is:
• an individual or complying superannuation entity – the Eligible Retail Shareholder
should be entitled to a refund of the excess franking offsets;
• a company – the excess franking offsets may be carried forward to future income
years as tax losses (provided certain loss utilisation tests are satisfied); or
• a trustee (other than a trustee of a complying superannuation entity) – the
treatment of the excess franking offsets will depend upon the identity of the person
liable to tax on the trust’s net income.
Where a dividend paid by Vulcan is wholly or partly unfranked, the Eligible Retail
Shareholder should include the unfranked amount in their assessable income and there
will be no tax offset entitlement to that extent.
4.2.5 New Shares held ‘at risk’
In order to be eligible for the benefit of franking credits and tax offsets, an Eligible Retail
Shareholder must satisfy both the ‘holding period’ and ‘related payment’ rules. This
broadly requires that an Eligible Retail Shareholder holds the New Shares ‘at risk’ for at
least 45 days continuously (not including the date of acquisition and disposal) during the
holding period.
29
The holding period commences on the day after the Eligible Retail Shareholder acquires
the New Shares and ends on the 45
th
day after the New Shares become ex-dividend.
Any day on which an Eligible Retail Shareholder has a materially diminished risk of loss or
opportunity for gain in respect of the New Shares will not be counted as a day on which
the Eligible Retail Shareholder held the shares ‘at risk’, but such days do not break the
continuity of holding. Where the shares are funded by limited recourse loans, or there are
options or other derivatives in respect of the shares, these may adversely affect the
ability of a Shareholder to satisfy the ‘at risk’ requirement.
Where these rules are not satisfied, the Eligible Retail Shareholder will not be able to
include an amount for the franking credits in their assessable income and will not be
entitled to a tax offset.
The holding period rule is subject to certain exceptions, including where the total franking
offsets of an individual in a year of income do not exceed A$5,000.
The related payment rule applies where the Eligible Retail Shareholder has made, or is
under an obligation to make, a related payment (broadly, a payment whereby the
benefit of the dividend is passed to another person) in relation to a dividend paid by
Vulcan. The related payment rule requires the Eligible Retail Shareholder to have held the
New Shares at risk for a period commencing on the 45
th
day before, and ending on the
45
th
day after, the day the New Shares become ex-dividend.
4.2.6 Disposal of New Shares
The disposal of New Shares will constitute a disposal for CGT purposes.
On a disposal of New Shares, Eligible Retail Shareholders should make a capital gain if the
capital proceeds on disposal exceed the total cost base of the New Shares, or a capital
loss if the capital proceeds are less than the total reduced cost base of the New Shares.
In general, the capital proceeds will be the consideration received for the disposal, and
the cost base (or reduced cost base) of each constituent Share will be broadly equal to
the Offer Price payable (plus any non-deductible incidental costs the Eligible Retail
Shareholder incurs in acquiring, holding and selling the New Shares).
Individuals, trustees or complying superannuation entities that have held New Shares for
12 months or more (excluding the date of acquisition and the date of disposal) at the
time of disposal may be entitled to apply the applicable CGT discount to reduce the
capital gain (after offsetting current year or carried forward capital losses). The CGT
discount is 50% for individuals and trustees and 33⅓% for complying superannuation
entities, and the CGT discount is not available to Eligible Retail Shareholders that are
companies.
The CGT discount is not available to companies, unless the Shares are held by the
company in the capacity as a trustee.
New Shares should be treated for the purposes of the CGT discount as having been
acquired when the Eligible Retail Shareholder exercised the Entitlement. Accordingly, in
order to benefit from the CGT discount in respect of a disposal of those New Shares, they
must have been held for at least 12 months after the date of exercise before the disposal
occurs.
30
If you make a capital loss, you can only use that loss to offset other capital gains (i.e. the
capital loss cannot be offset against assessable income). However, if the capital loss
cannot be used in a particular income year, it can be carried forward for use in future
income years, provided certain loss utilisation tests are satisfied.
4.2.7 Withholding tax
Where a dividend paid by Vulcan is wholly or partly unfranked, Vulcan may be required to
withhold an amount from the dividend and remit such amount to the Australian Taxation
Office, unless the Eligible Retail Shareholder provides its Australian Business Number
(ABN), Tax File Number (TFN), or has informed Vulcan that it is exempt from quoting an
ABN or TFN.
You are not required to provide your ABN or TFN to Vulcan, however you may choose to
do so. If you have previously provided your ABN or TFN or have notified Vulcan that an
exemption from quoting your ABN or TFN exists, that quotation or exemption will also
apply in respect of any New Shares you acquire.
4.2.8 Other Australian taxes
No GST should be payable by Eligible Retail Shareholders in respect of the issue or
exercise of Entitlements or the acquisition of New Shares. However, Eligible Retail
Shareholders who are registered for GST may be restricted from claiming input tax credits
for the GST cost of their acquisitions that relate to these transactions.
No stamp duty should also be payable by Eligible Retail Shareholders in respect of the
issue or exercise of Entitlements or the acquisition of the New Shares on the basis that no
Eligible Retail Shareholder will hold 90% or more of the total issued Shares, taking into
account any pre-existing Shares held by that Eligible Retail Shareholder, any Shares held
by its related or associated persons, and any Shares held by any other Shareholder who
acquired its Shares pursuant to the same arrangement or acting in concert with that
Eligible Retail Shareholder.
Eligible Retail Shareholders should seek independent GST and stamp duty advice in
respect of their own individual circumstances.
31
5. Important Information
This Offer Booklet (including the Investor Presentation, Offer Announcement and enclosed
personalised Entitlement and Acceptance Form) (Information) have been prepared by
Vulcan. This Information is dated Friday, 29 August 2025 (other than the Investor
Presentation and Offer Announcement included in Section 3 of this Offer Booklet). This
Information remains subject to change without notice and Vulcan is not responsible for
updating this Information.
There may be additional announcements made by Vulcan after the date of this Offer
Booklet and throughout the Offer Period that may be relevant to your consideration
of whether to take up all or part of your Entitlement or do nothing in respect of your
Entitlement. Therefore, it is prudent that you check whether any further
announcements have been made by Vulcan (by visiting the ASX or NZX websites at
https://www.asx.com.au/markets/company/VSL
or
https://www.nzx.com/companies/VSL/announcements, respectively) before
submitting your application to take up your Entitlement.
No party other than Vulcan has authorised or caused the issue of this Information, or
takes any responsibility
for, or makes, any statements, representations or undertakings
in this Information.
For the avoidance of doubt, to the maximum extent permitted by law, Vulcan excludes
and disclaims all liability (including, without limitation, liability for negligence) for any
direct, indirect, consequential, or contingent loss or damage howsoever and whenever
arising from the use of any of the Information or participation in the Retail Entitlement
Offer.
This Information is important and requires your immediate attention.
You should read this Information carefully and in its entirety before deciding how to deal
with your Entitlement. In particular, you should consider the key risk factors outlined in the
‘Key Risks’ section of the Investor Presentation released to the ASX and NZX on Tuesday,
26 August 2025 (a copy of which is included in Section 3 of this Offer Booklet) any of
which could affect the operating and financial performance of Vulcan or the value of an
investment in Vulcan.
You should consult your stockbroker, solicitor, accountant or other independent
professional adviser to evaluate whether or not to participate in the Retail Entitlement
Offer.
5.1 Eligible Retail Shareholders
This Information contains an offer of New Shares to Eligible Retail Shareholders in
Australia or New Zealand and has been prepared in accordance with section 708AA of
the Corporations Act and the Financial Markets Conduct (Same Class Offers ASX/NZX-
Quoted Financial Products) Exemption Notice 2023.
32
Eligible Retail Shareholders are those persons who:
• are registered as a holder of Shares as at the Record Date, being 7.00pm (AEST) /
9.00pm (NZST) on Thursday, 28 August 2025;
• have a registered address on the Vulcan share register in Australia or New Zealand
as at 7.00pm (AEST) / 9.00pm (NZST) on the Record Date and are not an
Institutional Shareholder or are otherwise a Shareholder not in Australia or
New Zealand that Vulcan has determined is eligible to participate in the Retail
Entitlement Offer;
• are not in the United States, and are not a person (including a nominee or
custodian) acting for the account or benefit of a person in the United States (to the
extent such person holds Shares for the account or benefit of such person in the
United States);
• did not receive an offer to participate (other than as nominee) or were otherwise
ineligible to participate in the Institutional Entitlement Offer; and
• are eligible under all applicable securities laws to receive an offer under the Retail
Entitlement Offer without any requirement for a prospectus or offer document to be
lodged or registered (except to the extent Vulcan is in its absolute discretion willing
to comply with such a requirement).
If you are a Shareholder who does not satisfy each of the criteria listed above, you are an
“Ineligible Retail Shareholder”. Vulcan reserves the right to determine whether a
Shareholder is an Eligible Retail Shareholder or an Ineligible Retail Shareholder.
By returning a completed personalised online Entitlement and Acceptance Form or
making a payment by BPAY® or Direct Debit, you will be taken to have represented and
warranted that you satisfy each of the criteria listed above to be an Eligible Retail
Shareholder. Nominees, trustees or custodians are therefore advised to seek independent
professional advice as to how to proceed.
Vulcan has decided that it is unreasonable to make offers under the Retail Entitlement
Offer to Shareholders who have registered addresses outside Australia, New Zealand and
certain other jurisdictions, having regard to the number of such holders in those places
and the number and value of the New Shares that they would be offered, and the cost of
complying with the relevant legal and regulatory requirements in those places. Vulcan
may (in its absolute discretion) extend the Retail Entitlement Offer to Shareholders who
have registered addresses outside Australia and New Zealand (except the United States)
in accordance with applicable law.
5.2 Ranking of New Shares
New Shares issued under the Retail Entitlement Offer will rank equally with existing Shares.
New Shares will be entitled to any dividends on ordinary shares with a record date after
the date of issue. The rights
and liabilities attaching to the New Shares are set out in
Vulcan’s constitution, a copy of which is available at
https://investors.vulcan.co/investor-centre/?page=corporate-governance
33
5.3 Issue, quotation and trading
It is a term of the Retail Entitlement Offer that Vulcan will take any necessary steps to
ensure that the New Shares are, immediately after issue, quoted on the ASX and NZX.
Vulcan will apply to the ASX and NZX for official quotation of the New Shares in
accordance with the ASX Listing Rule and NZX Listing Rule requirements, as applicable. If
ASX or NZX does not grant quotation of the New Shares, Vulcan will repay all applicable
Application Monies (without interest).
Vulcan disclaims all liability (to the maximum extent permitted by law) to persons who
trade New Shares before the New Shares are listed on the Official List of ASX or on the NZX,
or before receiving their confirmation of holding, whether on the basis of confirmation of
the allocation provided by Vulcan, the Share Registry or the Underwriters.
Subject to approval being granted, it is expected that the issue of New Shares under the
Retail Entitlement Offer will take place on Monday, 22 September 2025 and that normal
trading of New Shares allotted under the Retail Entitlement Offer will commence at
10.00am ( AEST) / 12.00pm (NZST) on Monday, 22 September 2025. Application Monies will
be held by Vulcan on trust for Applicants until the New Shares are issued. No interest will
be paid on Application Monies.
5.4 Capital structure
After the issue of New Shares under the Retail Entitlement Offer, the capital structure of
Vulcan is expected to be as follows (subject to reconciliations and rounding of fractional
Entitlements):
3
Shares on issue as at Record Date
131,785,392
4
Shares issued under the Institutional
Entitlement Offer
9,982,283
Maximum number of New Shares to be
issued under the Retail Entitlement Offer
4,660,539
Total Shares on issue on completion of the
Offer
146,428,214
3
This assumes that there is 100% take-up of entitlements under the Retail Entitlement Offer and that the Offer completes
successfully without any termination of the Underwriting Agreement.
4
There are 1,744,328 performance share rights as the Record Date.
34
5.5 Reconciliation, Top-Up Shares and the rights of Vulcan and the
Underwriter
The Retail Entitlement Offer is a complex process and in some instances, investors may
believe that they will own more Shares than they ultimately did as at the Record Date or
are otherwise entitled to more New Shares than initially offered to them. If reconciliation is
required, it is possible that Vulcan may need to issue additional New Shares (Top-Up
Shares) to ensure that the relevant investors receive their appropriate allocation of New
Shares. The price at which these New Shares would be issued, if required, is the same as
the Offer Price.
Vulcan also reserves the right to reduce the size of an Entitlement or number of New
Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail
Shareholders or other applicable investors, if Vulcan believes in its complete discretion
that their Entitlement claims are overstated or if they or their nominees fail to provide
information requested to substantiate their claims. In that case, Vulcan may, in its
discretion, require the relevant Shareholder to transfer excess New Shares to the
Underwriters at the Offer Price per New Share. If necessary, the relevant Shareholder may
need to transfer existing Shares held by them or to purchase additional 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 their Entitlement and any actions they
are required to take in this regard.
By applying under the Retail Entitlement Offer, those doing so irrevocably acknowledge
and agree to do the above as required by Vulcan in its absolute discretion. Those
applying acknowledge that there is no time limit on the ability of Vulcan or the
Underwriters to require any of the actions set out above.
5.6 Sale of Entitlements
Vulcan will arrange for Entitlements which are not taken up by close of the Retail
Entitlement Offer to be sold to Eligible Retail Shareholders who have taken up their
Entitlements in full and applied for Additional New Shares and certain Institutional
Investors. Vulcan has engaged the Joint Lead Managers to assist in selling Entitlements
(including Entitlements that would have been issued to Ineligible Retail Shareholders had
they been eligible to participate in the Retail Entitlement Offer), through the Retail
Shortfall Bookbuild. However, it is important to note that the Joint Lead Managers will be
acting for and providing services to Vulcan in this process and will not be acting for or
providing services to Shareholders or any other investor. The engagement of the Joint
Lead Managers by Vulcan is not intended to create any agency, fiduciary or other
relationship between the Joint Lead Managers and the Shareholders or any other
investor.
35
5.7 Allocation policy
Allocations and scaling of New Shares under the Retail Shortfall Bookbuild will be
determined by Vulcan and the Joint Lead Manager in accordance with the following
principles:
• the primary goal is to maximise the clearing price. However, the clearing price may
not be the highest price available;
• the allocation of New Shares will be determined in a manner which is in the
interests of Vulcan having regard to a number of factors including the pro-rata
shareholding held on the Record Date, the size of bids received, the opportunity to
introduce new, reputable Institutional Investors to Vulcan’s share register and the
potential to improve Share trading liquidity after the Retail Entitlement Offer; and
• in respect of the Retail Shortfall Bookbuild, to the extent that Eligible Retail
Shareholders apply for a greater number of Additional New Shares than are
allocated to Eligible Retail Shareholders under the Retail Shortfall Bookbuild, those
applications will be scaled on a pro-rata basis in proportion to their shareholdings
on the Record Date.
5.8 No cooling off rights
Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your
Application once it has been accepted.
5.9 Risks
The Investor Presentation details important factors and key risks that could affect the
financial and operating performance of Vulcan (including risks relating to the
Acquisition), a copy of which is included in Section 3 of this Offer Booklet. Please refer to
the ‘Key Risks’ section of the Investor Presentation for details. You should consider these
risks carefully in light of your personal circumstances, including financial and taxation
issues, before making an investment decision in connection with the Retail Entitlement
Offer.
5.10 Notice to nominees and custodians
If Vulcan believes you hold Shares as a nominee or custodian you will have received, or
will shortly receive, a letter in respect of the Retail Entitlement Offer. Nominees and
custodians should carefully consider the contents of that letter and note that persons
who hold Shares as a nominee or custodian must not purport to accept, or make an
application under, the Retail Entitlement Offer in respect of:
• beneficiaries on whose behalf they hold existing Shares who would not satisfy the
criteria for an Eligible Retail Shareholder (if they were the registered holder of the
Shares);
• any Shareholder that is in the United States, including any Shareholder in the United
States for whom the nominee or custodian holds Shares or acts; or
36
• Shareholders who are not eligible under all applicable securities laws to receive an
offer under the Retail Entitlement Offer.
Persons acting as nominees or custodians for other persons must not take up any
Entitlements on behalf of, or send any documents related to the Retail Entitlement Offer
to, any person who is an Ineligible Shareholder or any person in the United States or any
person that is acting for the account or benefit of a person in the United States except
that nominees may take up Entitlements on behalf of, and send documents related to the
Retail Entitlement Offer to, Institutional Investors.
Vulcan is not required to determine whether or not any registered holder or investor is
acting as a nominee or custodian or the identity or residence of any beneficial owners of
existing Shares or Entitlements. Where any person is acting as a nominee or custodian for
a foreign person, that person, in dealing with its beneficiary, will need to assess whether
indirect participation in the Retail Entitlement Offer by the beneficiary complies with
applicable laws. Vulcan is not able to provide legal advice.
Nominees and custodians may not distribute any part of this Offer Booklet in the United
States or in any other country outside Australia and New Zealand.
5.11 Continuous Disclosure
Vulcan is a "disclosing entity" under the Corporations Act and is subject to regular
reporting and disclosure obligations under the Corporations Act and ASX Listing Rules,
including the preparation of annual reports and half yearly reports.
Vulcan is required to notify ASX of information about specific events and matters as they
arise for the purposes of ASX making that information available to the stock markets
conducted by ASX. In particular, Vulcan has an obligation under the ASX Listing Rules
(subject to certain exceptions) to notify ASX
immediately of any information of which it
is or becomes aware which a reasonable person would expect to have a material
effect on the price or value of Vulcan shares. Vulcan is required to notify NZX of all
information that it notified to ASX at the same time as, or promptly after, it is
provided to ASX. That information is available to the public from ASX at
https://www.asx.com.au/markets/company/VSL and NZX at
https://www.nzx.com/companies/VSL/announcements.
5.12 Not investment advice
This Information is not a prospectus or a product disclosure statement under the
Corporations Act and has not been lodged with ASIC. It is also not financial product
advice and has been prepared without taking into account your investment objectives,
financial circumstances or particular needs. Vulcan is not licensed to provide financial
product advice in respect of the New Shares. This Information does not purport to contain
all the information that you may require to evaluate a possible application for New
Shares, nor does it purport to contain all the information which would be required in a
prospectus prepared in accordance with the requirements of the Corporations Act. It
should be read in conjunction with Vulcan’s other periodic statements and continuous
disclosure announcements lodged with ASX and NZX, which are available at
37
https://www.asx.com.au/markets/company/VSL and
https://www.nzx.com/companies/VSL/announcements , respectively.
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. You should also
consider whether you need to seek appropriate advice, including financial, legal and
taxation advice appropriate to your jurisdiction. If, after reading the Information, you have
any questions about the Retail Entitlement Offer, you should contact your stockbroker,
solicitor, accountant or other independent professional adviser or call the Vulcan Steel
Investor Information Line on 1800 502 914 (within Australia) between 8.30am to 5.00pm
(AEST) weekdays or +64 9 375 5998 (within New Zealand) between 8.30am to 5.00pm
(NZST) weekdays during the Offer Period.
5.13 Rounding of Entitlements
Where fractions arise in the calculation of Entitlements, they will be rounded up to the
nearest whole number of New Shares.
5.14 No guarantee that the Retail Shortfall Bookbuild will achieve a
premium
There is no guarantee that any premium will be achieved in the Retail Shortfall Bookbuild.
Any premium achieved may be different to any premium achieved in the Institutional
Shortfall Bookbuild. The ability to sell New Shares attributable to renounced Entitlements
through the Retail Shortfall Bookbuild and the ability to obtain any premium will be
dependent on various factors, including market conditions.
5.15 Information availability
Eligible Retail Shareholders in Australia and New Zealand can obtain a copy of the
Information during the Offer Period by calling the Vulcan Steel Investor Information Line
on 1800 502 914 (within Australia) between 8.30am to 5.00pm (AEST) weekdays or +64 9
375 5998 (within New Zealand) between 8.30am to 5.00pm (NZST) weekdays during the
Offer Period or from ASX or NZX at https://www.asx.com.au/markets/company/VSL and at
https://www.nzx.com/companies/VSL/announcements, respectively. Eligible Retail
Shareholders who access the electronic version of the Information should ensure that
they download and read the entire Information. The electronic version of the Information
on the Vulcan ASX or NZX websites will not include a personalised Entitlement and
Acceptance Form.
A replacement Entitlement and Acceptance Form can be obtained during the Offer
Period by calling the Vulcan Steel Investor Information Line on 1800 502 914 (within
Australia) between 8.30am to 5.00pm (AEST) weekdays or +64 9 375 5998 (within New
Zealand) between 8.30am to 5.00pm (NZST) weekdays during the Offer Period.
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5.16 Governing law
The Information, the Retail Entitlement Offer and the contracts formed on acceptance of
the Retail Entitlement Offer 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.
5.17 Foreign jurisdictions
The Offer Booklet has been prepared to comply with the requirements of the securities
laws of Australia. The distribution of the Offer Booklet (including an electronic copy)
outside Australia may be restricted by law. If you come into possession of the Offer
Booklet, you should observe such restrictions.
The Offer 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. The Entitlements and the New
Shares may not be offered or sold outside Australia except as permitted below.
New Zealand
The Entitlements and the New Shares are not being offered to the public within New
Zealand other than to existing shareholders of Vulcan with registered addresses in New
Zealand to whom the offer of these securities is being made in reliance on the Financial
Markets Conduct (Same Class Offers ASX/NZX-Quoted Financial Products) Exemption
Notice 2023 (New Zealand). This Offer Booklet has been prepared in compliance with
Australian law and has not been registered, filed with or approved by any New Zealand
regulatory authority under the Financial Markets Conduct Act 2013. This Offer 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.
5.18 Underwriting of the Offer
Vulcan has entered into an Underwriting Agreement with Barrenjoey Markets Pty Limited
(ACN 66 636 976 059) and Forsyth Barr Group Limited (NZBN 9429037174804) (the
Underwriters) who have agreed to fully underwrite the Offer on the terms and conditions
set out in the agreement (Underwriting Agreement).
As is customary with these types of arrangements:
• Vulcan has agreed, subject to certain carve-outs, to indemnify the Underwriters, their
affiliates and related bodies corporate, and each of their directors, officers,
employees, agents and advisers against any losses they may suffer or incur in
connection with the Offer;
• Vulcan and the Underwriters have given certain representations, warranties and
undertakings in connection with (among other things) the Offer;
• the Underwriters may (in certain circumstances, having regard to the materiality of
the relevant event) terminate the Underwriting Agreement and be released from
their obligations under it on the occurrence of certain events.
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A summary of the material terms of the Underwriting Agreement, including the
management and underwriting fees to be paid to the Underwriters is set out in Vulcan's
Investor Presentation and Appendix 3B released to the ASX and NZX on Tuesday, 26
August 2025. The Underwriters will also be reimbursed for certain expenses.
The Underwriters may obtain sub-underwriting commitments in respect of the shortfall
under the Retail Entitlement Offer.
5.19 Privacy
As a Shareholder, Vulcan and the Share Registry have already collected certain personal
information from you. If you apply for New Shares, Vulcan and the Share Registry may
update that personal information or collect additional personal information. Such
information may be used to assess your acceptance of the New Shares, service your
needs as a Shareholder, provide facilities and services that you request and carry out
appropriate administration.
To do that, Vulcan and the Share Registry may disclose your personal information for
purposes related to your shareholdings to their agents, contractors or third party service
providers to whom they outsource services, in order to assess your application for New
Shares, the Share Registry for ongoing administration of the register, printers and mailing
houses for the purposes of preparation of the distribution of shareholder information and
for handing of mail, or as otherwise permitted under the Privacy Act 1988 (Cth) and the
Privacy Act 2020 (NZ).
If you do not provide us with your personal information, we may not be able to process
your application. In most cases you can gain access to your personal information held by
(or on behalf of) Vulcan or the Share Registry. We aim to ensure that the personal
information we retain about you is accurate, complete and up to date. To assist us with
this please contact us if any of the details you have provided change. If you have
concerns about the completeness or accuracy of the information we have about you, we
will take steps to correct it. You can request access to your personal information by
telephoning or writing to Vulcan through the Share Registry Privacy Officer at +61 1300 554
474 or see the Share Registry Privacy Policy at https://www.mufg-
investorservices.com/privacy-policy/.
5.20 Disclaimer of representations
No person is authorised to give any information, or to make any representation, in
connection with the Retail Entitlement Offer that is not contained in this Offer Booklet.
Any information or representation that is not in this Offer Booklet may not be relied on as
having been authorised by Vulcan, or its related bodies corporate in connection with the
Retail Entitlement Offer. Except as required by law, and only to the extent so required,
none of Vulcan, or any other person, warrants or guarantees the future performance of
Vulcan or any return on any investment made pursuant to this Offer Booklet or its
content.
40
5.21 Withdrawal of the Retail Entitlement Offer
Vulcan reserves the right to withdraw all or part of the Retail Entitlement Offer and this
Offer Booklet at any time, subject to applicable laws, in which case Vulcan will refund
Application Monies in relation to New Shares not already issued in accordance with the
Corporations Act and without payment of interest. In circumstances where allotment
under the Institutional Entitlement Offer has occurred, Vulcan may only be able to
withdraw the Retail Entitlement Offer with respect to New Shares to be issued under the
Retail Entitlement Offer.
To the fullest extent permitted by law, you agree that any Application Monies paid by you
to Vulcan will not entitle you to receive any interest and that any interest earned in
respect of Application Monies will belong to Vulcan.
41
6. Definitions
$ or A$ or dollars means Australian dollars.
Acquisition means the acquisition of Roofing Industries Limited, as set out in the Investor
Presentation.
Additional New Shares means New Shares which can be or are attributable to unexercised
Entitlements which can be or are applied for by Eligible Retail Shareholders who take up all of
their Entitlements.
Applicant means an Eligible Retail Shareholder who has submitted a valid Application.
Application means the arranging for payment of the relevant Application Monies through
BPAY
®
in accordance with the instructions on the Entitlement and Acceptance Form or the
submission of an Entitlement and Acceptance Form accompanied by the relevant Application
Monies.
Application Monies means the aggregate amount payable in Australian dollars (or New
Zealand dollars, as applicable) for the New Shares applied for through BPAY
®
or in a duly
completed Entitlement and Acceptance Form.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ABN 98 008 624 691) and the securities exchange operated by it.
ASX Listing Rules means the listing rules of ASX (including the ASX Settlement Operating Rules,
the ASX Operating Rules and the ASX Clear Operating Rules) as waived or modified by ASX in
respect of Vulcan or the Offer in any particular case.
Bookbuild Price means the price per New Share determined through the Retail Shortfall
Bookbuild, which may be equal to or above the Offer Price.
Closing Date means the date on which the Retail Entitlement Offer, closes as specified in the
Timetable and varied from time to time.
Commissioner means the Commissioner of Taxation.
Corporations Act means the Corporations Act 2001 (Cth).
Eligible Institutional Shareholder means a person who:
• on the Record Date was recorded in the Company’s share register as being a
Shareholder; and
• is an Institutional Investor (or the nominee or custodian for an Institutional Investor),
and who is not in the United States and who is not acting for the account or benefit of a
person in the United States.
Eligible Retail Shareholders has the meaning given in Section 5.1 of this Offer Booklet.
Entitlement means the right to subscribe for 1 New Share for every 9existing Shares held by
Eligible Retail Shareholders on the Record Date at an Offer Price of A$5.95 (or NZ$6.60) per New
Share, pursuant to the Retail Entitlement Offer.
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Entitlement and Acceptance Form means the entitlement and acceptance form that will
accompany this Offer Booklet when it is dispatched to Eligible Retail Shareholders.
Entitlement Offer means the accelerated pro-rata renounceable entitlement offer to eligible
shareholders to subscribe for 1 New Share for every 9 existing Shares of which the Shareholder is
the registered holder on the Record Date, at an Offer Price of A$5.95 per New Share, comprising
the Institutional Entitlement Offer and the Retail Entitlement Offer.
Ineligible Institutional Shareholder means a person who:
• on the Record Date, was recorded in the Company’s share register as being a
Shareholder; and
• is not an Institutional Investor but, if the Shareholder’s address was shown in the
Company’s share register as being in New Zealand, Australia, Hong Kong or Singapore or
any other jurisdiction contemplated by the definition of Institutional Investor, would in the
opinion of the Company be an Institutional Investor.
Ineligible Retail Shareholder means a Shareholder who is not an Institutional Shareholder or an
Eligible Retail Shareholder.
Ineligible Shareholder means Shareholders other than Eligible Retail Shareholders.
Institutional Shortfall Bookbuild means the bookbuild process conducted by the Joint Lead
Managers under which New Shares attributable to unexercised Entitlements were offered to
Institutional Investors.
Institutional Entitlement Offer means the institutional component of the Entitlement Offer.
Institutional Investor means an institutional or professional investor (and any person for whom
it is acting) that:
• if in Australia, is a person to whom an offer of New Shares can be made without the need
for a formal disclosure document under Chapter 6D of the Corporations Act;
• if in New Zealand, it is a person who (i) is an investment business within the meaning of
clause 37 of Schedule 1 of the Financial Markets Conduct Act 2013 (New Zealand) (the
FMC Act), (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of
the FMC Act, (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act, (iv)
is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act or
(v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act
(and, if an eligible investor, have provided the necessary certification);
• if in Hong Kong, is a “professional investor” (as defined in the Securities and Futures
Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong);
• if in Singapore, is an “institutional investor” or an “accredited investor” (as such terms are
defined in the Securities and Futures Act 2001 of Singapore);
• if in Norway, is a “professional client” as defined in Norwegian Securities Trading Act of 29
June 2007 no. 75;
• if in Switzerland, is a “professional client” within the meaning of article 4(3) of the Swiss
Financial Services Act (FinSA) or have validly elected to be treated as a professional
client pursuant to article 5(1) of the FinSA;
43
• if in the United Arab Emirates (excluding the Abu Dhabi Global Market and the Dubai
International Financial Centre), is a “professional investor” (as defined in the Securities
and Commodities Authority Board of Directors’ Decision No.13/RM of 2021, as amended;
and
• if in the United Kingdom, is a “qualified investor” within the meaning of Article 2(e) of the
UK Prospectus Regulation; and within the categories of persons referred to in Article 19(5)
(investment professionals) or Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended.
Institutional Shareholder means Eligible Institutional Shareholders and Ineligible Institutional
Shareholders.
Investor Presentation means the presentation released to the ASX and NZX on Tuesday, 26
August 2025 in relation to the Offer, the Acquisition and Vulcan's full year financial results, as
incorporated in Section 3 of this Offer Booklet.
Joint Lead Managers means Barrenjoey Markets Pty Limited (ABN 66 636 976 059) and Forsyth
Barr Limited (NZBN 9429040287003).
New Shares means Shares to be allotted and issued under the Entitlement Offer.
NZX means NZX Limited (NZBN 9429036186358) and the main board equity securities market
operated by it.
NZX Listing Rules means the listing rules of NZX as waived or modified by NZX in respect of
Vulcan or the Offer in any particular case.
Offer means the Entitlement Offer.
Offer Announcement means the announcement released to the ASX and NZX on Tuesday, 26
August 2025 in relation to the Offer, incorporated in Section 3 of this Offer Booklet.
Offer Period means the period during which the Retail Entitlement Offer is open (as set out in
the Timetable, as varied from time to time).
Offer Price means A$5.95 (or NZ$6.60) per New Share.
Offer Booklet means this booklet.
Record Date means 7.00pm (AEST) / (9.00pm NZST) on Thursday, 28 August 2025.
Retail Entitlement Offer means the retail component of the Entitlement Offer, pursuant to this
Offer Booklet.
Retail Shortfall Bookbuild means the bookbuild process associated with the Retail Entitlement
Offer.
Section means a section of this Offer Booklet.
Share means a fully paid ordinary share in the capital of Vulcan.
Share Registry means MUFG Corporate Markets (AU) Limited (ACN 083 214 537).
Shareholder means a holder of Shares.
44
TERP means the theoretical price at which Vulcan’s shares trade on the ASX immediately after
the ex-date for the Entitlement Offer. The TERP is a theoretical calculation only and the actual
price at which Vulcan 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.
Timetable means the indicative table set out in the ‘Key dates’ section of this Offer Booklet.
Top-Up Shares means the issue of additional New Shares to ensure that the relevant investors
receive their appropriate allocation of New Shares.
Underwriters means Barrenjoey Markets Pty Limited (ABN 66 636 976 059) and Forsyth Barr
Group Limited (NZBN 9429037174804).
Underwriting Agreement means the underwriting agreement dated 26 August 2025 between
Vulcan and the Underwriters, as amended from time to time.
U.S. Securities Act means the U.S. Securities Act of 1933, as amended.
Vulcan or Company means Vulcan Steel Limited (NZBN 9429038466052/ ARBN 652 996 015).
45
7. Corporate Directory
VULCAN REGISTERED OFFICE
c/o -Pitcher Partners Advisors Pty Ltd
Level 13, 664 Collins Street
Docklands VIC 3008
Australia
29 Neales Road
East Tamaki
Auckland 2013
New Zealand
VULCAN ADMINISTRATIVE OFFICE
72-86 Nathan Road
Dandenong South
VIC 3175
Australia
116 Harris Road
East Tamaki
Auckland 2013
New Zealand
VULCAN WEBSITE
https://investors.vulcan.co/Investor-Centre/
UNDERWRITERS
Barrenjoey Markets Pty Limited
Quay Quarter Tower
Level 19, 50 Bridge Street
Sydney NSW 2000
Australia
Forsyth Barr Group Limited
Forsyth Barr House
Level 10, 35 The Octagon
Dunedin Central
Dunedin 9016
New Zealand
AUSTRALIAN LEGAL ADVISERS
Gilbert + Tobin
Level 35, Tower 2,
International Towers Sydney
200 Barangaroo Avenue
Sydney NSW 2000
Australia
NEW ZEALAND LEGAL ADVISERS
Harmos Horton Lusk Limited
Level 33, Vero Centre
48 Shortland Street
Auckland
New Zealand
SHARE REGISTRY
MUFG Corporate Markets (AU) Limited
Liberty Place, Level 41
161 Castlereagh Street
Sydney NSW 2000
Australia
OFFER INFORMATION LINE
1800 502 914 (within Australia) between 8.30am to 5.00pm (AEST) weekdays or +64 9 375 5998
(within New Zealand) between 8.30am to 5.00pm (NZST) weekdays.
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.