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From: | richard hermans <r.m.hermans@xtra.co.nz> |
Date: | Wed, 11 Oct 2000 10:18:29 +1300 |
Thankyou for that Mike, Whats your feeling re FFS ???It was aluded to me by a broker that they felt the payment by Rubcon for the biotech/Sth American portions of FFS was grossly undervalued ??? Any comments on this ?? It certainly seems we FFS shareholders have been shafted c/f to other sectors its been a LONG HOLD awaiting what is now a very deppressed share price (from highs of 1.14 , some time last year,)& along with it a very deppressed NZSE !!!!!! I can now only see a LONG wait yet for some return on ones initial outlay !!!!all very SAD for want of a better word !!!****** Disc own too many FFS & ought to have headed comments of some sharechatters weeks ago !!!! Margie Mike Hudson wrote: > > This is the full text of the Fletchers News Release. It is very long but you > may find it interesting, especially the FFS pro forma balance sheet. > > Fletcher Challenge sets course for its three Divisions > > October 10, 2000 > > A programme to complete the Fletcher Challenge Group restructuring and > separation of the remaining three targeted share Divisions was announced > today by Dr Roderick Deane, Chairman of Fletcher Challenge Limited. > > In announcing the outcome, Dr Deane said "We indicated when we announced the > sale of the Paper Division in April that the Board would continue to > evaluate all potential outcomes for the Building, Energy and Forests > Divisions, and this has now been completed. The Directors, together with the > senior management and external advisors, have been involved in a > comprehensive review and evaluation process to determine the announcements > we are making today. Our over-riding goal in the process has been to > maximise value over time for shareholders whilst adhering to a tight > timeframe. I can say unequivocally that the Board is unanimous in > recommending these restructuring outcomes, as the best value for > shareholders, and a good outcome for New Zealand." > > Recommendations to Shareholders: > > Building Division > * Will be separated as a stand-alone publicly listed entity named > Fletcher Building > > Forests Division > * Will be a stand-alone publicly listed entity named Fletcher > Challenge Forests > > Energy Division > * Will be sold to Shell and Apache Corporation for total > transaction value of $4.6 billion (US$1.84 billion) > > And a new New Zealand-based company, Rubicon > * Will be established to commercialise selected emerging > technologies > * Will play a key role in facilitating the Group restructuring > process > > To: BUSINESS EDITOR From: GINNY RADFORD > TRANSITION COMMUNICATIONS MANAGER > Fax: AUTO Telephone: 64-9-571 9812 - Office > Mobile: 021 968 935 > Fax: 64-9-571 9871 > Please Note: If you do not receive page(s) including this page, or if any > page is not readable, please call the sender immediately on telephone > 64-9-525 9000. Further information on Fletcher Challenge Limited can be > viewed at the Fletcher Challenge World Wide Web site, at > http://www.fcl.co.nz > It is intended that full information and disclosures on each of the > recommendations will be provided to shareholders in December in preparation > for the shareholder approvals in late January, 2001. > > Impacts: > > For Building Division shareholders > > * A stand-alone listed company, with a clear focus on the New Zealand > building arena > > * Realignment of the portfolio towards core activities, including 'new > growth' opportunities refocused on New Zealand > > * A final dividend of eight cents per share is declared to > shareholders of record on 27 October, payable on 9 November, 2000 > > For Forests Division shareholders > > * A stand-alone listed company, targeted to the marketing, processing > and management of New Zealand-grown Radiata plantation forestry > > * A re-capitalisation of the company, through a fully underwritten > pro-rata 2:1 rights issue of Forests preference shares at $0.25 per share, > raising $427 million of new equity, with cash to be paid in full in December > 2000. > > * Rubicon will also subscribe for a placement of $90 million of > Forests ordinary and preference shares > > * Forests' biotechnology and South American assets will be sold to > Rubicon for $80 million > > For Energy Division shareholders > > * Receipt of > NZ$ value > - US$3.34 per share (NZ$8.30 at Monday's foreign exchange rate of > 0.4025) in cash 8.30 > - An entitlement to receive 1 Capstone share for every 70 Fletcher > Challenge Energy shares held (equating to $1.72 per Fletcher Challenge > Energy share at a foreign exchange rate of 0.4025 and Friday's Capstone > share price of US$48.50) 1.72 > - 1 share in the new entity - Rubicon - for every Fletcher Challenge > Energy share held (valued at approximately $1.20 each) 1.20 > > Total value > 11.22 > > The total value of the transaction represents a premium of 43% over > yesterday's Fletcher Challenge Energy closing share price. > > * There will be no final Fletcher Challenge Energy dividend > > * The acquisition by Shell and Apache is subject to regulatory > consents in New Zealand (including the Overseas Investment Commission and > Commerce Commission), Australia, Canada, the United States, and Brunei. > The new company, Rubicon > > * Will be established, on separation, as an active business with a > defined strategy to commercialise emerging new technologies that have > high-growth, high-margin potential. > > * Will play an important role in the restructuring process, by > supporting the recapitalisation of the Forests Division, and acquiring some > Energy assets. > > * Will initially consist of: > * The biotechnology assets and South American forestry assets acquired > from the Forests Division for a combined price of $80 million > * The Challenge! service station network of strong New Zealand small > businesses, and the Brisbane, Timaru and New Plymouth terminals which > support them, acquired for $20 million > * 14% of New Zealand Refining Company shares > * $20 million in cash > * An alliance with Genesis Research and Development in relation to > bioremediation > * Commitments to subscribe for a placement of $90 million of Forests > shares and also to sub-underwrite $170 million of the Forests rights issue > > Timetable: > > The indicative timetable, which may change as regulatory and Court processes > require, is shown below. Shareholders will be kept informed of any changes. > > Mid-October Commerce Commission decision on the Shell application in > relation to Energy > > 2 November Annual Shareholders' Meeting, which will also consider > Forests rights issue > > Mid-November Rights trading commences > > Early December Rights offer closes > > Late December Documentation mailed out for Separation meeting > > Late January Shareholder separation meeting and vote on recommendations > > Early February Separations completed > > The entire separation programme, which is subject to shareholder approvals, > will be undertaken by way of a Court-approved plan of arrangement, as was > the case with the sale of the Paper Division to Norske Skog. > > "The Board and management are pleased and satisfied about the outcomes > announced today," said Dr Deane. "We believe they will provide the best > value to shareholders, will retain some key New Zealand activities, and will > establish successful and effective New Zealand-based businesses in building, > forestry and the new economy. It will also establish our energy business in > a position of scale for the future. Importantly, this outcome will retain a > New Zealand focus for activities which have been a part of the New Zealand > economy for many years, and also provide the catalyst for commercialisation > of exciting new technologies from a New Zealand base. You have had a glimpse > of the future. And it is bright" > > Details follow > > Fletcher Challenge Forests Limited > > A full range of Forests ("FFS") alternatives was canvassed with leading > international forestry players - both industry and financial. The value > implicit in those alternatives was compared with the value that could > reasonably be expected to be achieved through a stand-alone Fletcher > Challenge Forests. > > "It is clear that several issues have been impacting Forests Division's > value, both in terms of its current share price trading range and also the > value ascribed to it by financial and trade buyers, " Dr Deane said today. > "However, as long as these issues are addressed quickly, we have no doubt > that the stand-alone value of Fletcher Challenge Forests will be well in > excess of all of the alternatives we have considered." > > These issues are: > * Excessive financial leverage > * The need to narrow the business focus > * Concerns as to the future of the Central North Island Forest > Partnership (CNIFP) > * An improved cost / operational improvement focus > * A key management appointment outstanding > > In terms of management appointments, Terry McFadgen will take up the > position of Chief Executive of Fletcher Challenge Forests, filling the role > that has been vacant since July of this year. Mr McFadgen has been Chief > Executive of the Building Division for the past five years, and will bring > to Forests a track record of successful leadership in a closely related and > aligned industry. Mr McFadgen's skills and experience are particularly > suited to the issues Fletcher Challenge Forests is addressing, and he will > take up his new role immediately. > > In relation to the financial leverage of the Division, the Board's > recommendation is that Fletcher Challenge Forests be re-capitalised by way > of a fully-underwritten pro-rata 2:1 rights issue of preference shares at > $0.25 each, raising approximately $427 million. In addition, Rubicon will > subscribe for $90 million of Forests ordinary and preference shares at an > ex-issue price of $0.40 per share which is equivalent to $0.70 per share cum > issue (see rider). These new capital raisings will have a positive impact > on the financial position of the Division, improving the debt to total > capitalisation from 34.7% to 13.5%. (Refer attached proforma balance > sheet). > > Fletcher Challenge Forests may consider using part of the proceeds arising > from the recapitalisation to reduce the senior bank debt of the CNIF > Partnership, provided that CITIC makes the same reduction. Receipt by the > banks of these payments should allow them to grant a waiver of the event of > default in respect of an earnings/interest ratio covenant which is otherwise > expected to occur in December 2000. > > "Having completed a comprehensive evaluation process, the Board strongly > believes that more value will accrue to shareholders by re-capitalising > Fletcher Challenge Forests in this manner, rather than by selling the entire > Division to an industry buyer or, alternatively, by selling part or all of > the forest estate to effect the re-capitalisation. The price environment for > timber and other Fletcher Challenge Forests' products is currently at a > relatively low level in historical terms, and this was reflected in the > offers received from third parties. The Board is not prepared to recommend > to Fletcher Challenge Forests' shareholders, asset sales at current prices, > " Dr Deane said. > > In terms of narrowing the business focus, Dr Deane explained: "Moving > forward, Fletcher Challenge Forests will focus on its core operations and > strategies surrounding: > * expansion of its existing marketing and distribution activities in > New Zealand, Australia, North America, Japan and Asia > * its value-added processing operations > * New Zealand forest management activities > * its New Zealand Radiata resource > Current strategies and assets that fall outside these activities, including > our biotechnology assets and our activities in South America, are deemed to > be non-core and are being sold to Rubicon." > > However, the recently-achieved certification by the Forest Stewardship > Council is a globally-recognised benchmark for the sustainable management of > forests. This will provide a significant marketing opportunity in those > markets which demand environmental responsibility. > > The Directors have agreed that Fletcher Challenge Forests will sell its > biotechnology and South American forestry assets to Rubicon for $80 million. > "We believe this reflects excellent value for the intellectual property that > the Division has developed to date. In addition to achieving value in the > sale, Fletcher Challenge Forests will be relieved of an existing and > on-going financial commitment of some $40 million necessary to fund our > share of ArborGen's cash requirements over the next 4 years. As part of the > sale, Rubicon will agree to continue to make available to Fletcher Challenge > Forests, at market value, the superior clonal resource developed out of the > Te Teko laboratory in the Bay of Plenty. Overall this is an excellent value > outcome for Forests Division shareholders, and also brings with it an > important first step in the recapitalisation of the company," Dr Deane > confirmed. > > In relation to continued partner issues in the CNIFP, Dr Deane said: > "Despite best endeavours, to date we have been unable to reach agreement > with CITIC on outstanding issues. These issues are complex and difficult to > resolve, particularly with the overhang of the Group restructuring process. > We are determined to resolve these issues with our partner, either by way of > mutual understanding, binding arbitration or if necessary through court > proceedings. If we are not able to achieve that, then clearly moving to > split the assets in the partnership - again either by mutual agreement or > by way of court proceedings - is another alternative open to us," Dr Deane > continued. > > In relation to operational improvement, as the Forests Division is narrowed > down to the core operations identified, there will continue to be > opportunity for both cost reduction and operational improvement, building on > the successful record of the past few years. " We are targeting a further > reduction in annual non-forest operations costs of $15 million to be > achieved over an 18 month period. These reductions will align the company > closely with best-practice international benchmarks in this area as well as > in its forest operational areas. In addition, a sustainable reduction in > working capital will be targeted over the next six months, and a capital > productivity program introduced." Dr Deane confirmed. > Rider: Rights issue > Approval for the rights issue (which will require an affirmative vote from > more than 50% of all Fletcher Challenge shareholders voting together) will > be sought at the Annual Shareholders' Meeting on 2 November 2000. As part > of that rights issue, Rubicon has agreed with the underwriter to acquire a > portion of any rights issue shortfall up to a maximum of $170 million. > Normal conditions apply to the underwriting agreement. Included is a > "market out" condition if there is a decline of 10% or more in the NZSE40 > Gross Index over five consecutive days. In addition, upon the separation > of the Energy Division, Rubicon will subscribe for $90 million of Forests' > shares by way of a placement. If separation does not proceed and Rubicon is > not established, FCIL has agreed to compensate the underwriters for losses > incurred arising from the underwrite and share placement up to a maximum of > $200 million (such liability to be shared by the Energy Division as to ¾ and > by the Building Division as to ¼) > > Fletcher Building Limited > > The Building Division ("FCB") will stand alone as a separate publicly listed > entity. The Board is convinced that Fletcher Building has the potential to > be a high performing company. After full analysis, the Board's clear view > is that the value which can be achieved by operating Fletcher Building as a > stand-alone company, with the implementation of a new performance focus and > strategic direction, far exceeds that offered by interested industry and > financial buyers. > > The new direction of Fletcher Building will focus on earning the right to > growth through three key themes: > > * Portfolio re-alignment, and the exit over time of under-performing > and non-core assets. In particular, it is intended that the Division's > current activities in both India and South America will be exited at the > appropriate time, and the focus will move back to New Zealand-based > businesses > > * An aggressive cost/operational programme, with an emphasis on > achieving international best practice in all operations in terms of cost, > efficiency and working capital usage > > * A increased involvement in "new-growth" opportunities within the > building industry template in New Zealand > > Examples of this growth will include greater > participation in e-commerce initiatives and extending Fletcher Building's > existing research and development activities into composite building > materials. > > These changes will be initiated with the appointment of a new Chief > Executive Officer for Fletcher Building - Alexander Töldte, who brings a > broad experience in implementing performance improvement and growth > strategies to this role. Mr Töldte was previously Chief Executive of the > Paper Division. > > "Expressions of interest were received for the whole of the Building > Division from financial buyers", said Dr Deane. "However their view of > value reflected the fact that they were unable to bring any significant > industry synergies to a potential acquisition. While the restructuring > process had generated significant trade buyer interest in the Building > Division assets, it was clear that the narrow single-focus operations of the > major global building industry players did not fit well with the portfolio > nature of Building's current operations." > > Fletcher Building will also play a supporting role in the Group > restructuring process, by sub-underwriting to Rubicon up to $50 million of > the Forests' rights issue. > > The Board has also declared a final dividend of eight cents per share, to be > paid on 9 November to shareholders of record on 27 October 2000. > > Energy Division > > The Board of Directors are unanimously recommending to shareholders the > acceptance of an offer from Shell and Apache for the acquisition of Energy > Division ("FCE"). > > The transaction, which is conditional on regulatory and shareholder > approvals, will involve Shell and Apache acquiring the Energy Division. As > part of this transaction, Fletcher Challenge Energy shareholders will > receive: > > * Cash of US$ 3.34 (NZ$8.30 at Friday's foreign exchange rate of > 0.4025) per Fletcher Challenge Energy share > * An entitlement to receive 1 Capstone share for every 70 FCE shares > held > * 1 share in Rubicon (the new company to be formed) for every FCE > share held > > In addition, Shell will make a payment to Fletcher Challenge Limited, which > will be used to repay all outstanding indebtedness of FCE at closing, and > also cover the Energy Division's share of the total Group restructuring and > separation costs. > > "At Friday's Capstone share price of US$48.50 per share, and using the book > value of Rubicon's assets, the joint Shell/Apache offer is equivalent to > NZ$11.22 per FCE share. This is a 43% premium to yesterday's FCE closing > share price on the NZSE of $7.85, and an even higher premium to the > prevailing share price of around $6.75 per share in July - that is, the FCE > share price prior to Shell's application to the NZ Commerce Commission being > made public and any resultant take-over speculation being imputed into the > FCE share price," Dr Deane said. > > "We recognise that a significant part of the value shareholders will receive > will ultimately depend on the price attributed to the Capstone shares. > While we cannot influence that in any way, a very positive aspect of the > Shell and Apache offer is that it will ensure shareholders receive Capstone > entitlements as soon as possible, so that they can make their own investment > decision as to those shares. We hope that shareholders will be able to > convert their Capstone entitlements into Capstone shares in just over a > month from the settlement of the Shell and Apache transaction in mid > February." > > Commenting on the US dollar nature of Shell's offer, Dr Deane confirmed that > as FCE is a US dollar functional currency business, over time its share > price has tracked, and will continue to track, movements in the NZ$ to US$ > cross rates. "Because of this, we have moved to protect the offer price to > shareholders from movements in the New Zealand FX rate against the US > dollar, by agreeing that Shell and Apache bid in US dollars," he said. > > The Shell and Apache offer is subject to regulatory consents in New Zealand, > Australia, Canada, the United States and Brunei. The New Zealand Commerce > Commission is expected to rule on any competition issues resulting from the > acquisition shortly. > > Speaking to the wider review process adopted, Dr Deane said: "There was > extensive third party interest in the Energy Division, and all major > industry players with an interest in our particular mix of geographies, oil > & gas assets and maturity profiles were contacted as part of the > restructuring process." > > "Given that, we strongly believe that the price offered by Shell and Apache > today represents the best value that can be obtained for shareholders in an > outright sale of Fletcher Challenge Energy. Further, having reviewed the > stand-alone alternative, the Board is confident the Shell and Apache > proposal offers better value today, with certainty, than could reasonably be > expected to be achieved over time, were the Division to trade as a > separately-listed public entity." > > Dr Deane went on to say "While we may have liked to have seen an > independently-listed Fletcher Challenge Energy, the Shell and Apache offer > is an excellent one, and it is quite clear that it is in the best interests > of Energy shareholders. In addition to the full cash component of the offer > price - which represents a figure in excess of Friday's closing Fletcher > Challenge Energy share price inclusive of the Capstone shares - the > availability of the Capstone entitlement and the Rubicon shares as an > additional component of the consideration is a significant plus for > shareholders. With Capstone, they will be able to receive freely tradeable > stock in a company that has shown very strong equity market performance > since its initial public offering in June of this year." > > "The outcome would not have been possible without the restructuring that > Greig Gailey and his team have carried out over the past 18 months, and the > tight focus on operational performance that all employees have been > responsible for," Dr Deane confirmed. "For our valued employees, customers > and stakeholders in FCE, we are satisfied that we have been able to turn the > business over to two leading players in the global E&P business. It is also > very pleasing that both Apache and Shell have acknowledged the capabilities > of many of our people." > > Rubicon > > Commenting on the formation of Rubicon, Dr Deane said: "The Board is excited > about the establishment of a new company as part of the separation process. > Rubicon will be an on-going, active business, with a defined strategy to > commercialise new technologies that have the potential to capture > high-growth, high-margin opportunities in emerging industries. Rubicon will > be a New Zealand-based publicly-listed entity, and will form alliances with > New Zealand's universities, Crown research institutes and other research > groups to work with them to develop and commercialise the intellectual > property and knowledge that exists in selected industries." > > The initial mix of business will reflect not only the future direction of > Rubicon but also the need to facilitate the separation process through this > vehicle. The business mix will be refined rapidly and constantly to ensure a > focus on the core long-term strategies of Rubicon while looking to extract > shareholder value from the non-core assets. > > On its establishment, Rubicon will consist of: > > * The forestry biotechnology assets (acquired from the Forests > Division) consisting of: - > > * An active investment in ArborGen (the biotechnology joint venture > between the Forests Division, Westvaco, International Paper and Genesis > Research and Development Corporation, formed earlier this year to produce > and market tree seedlings that will improve forest health and productivity) > > * The tree technology operations at Te Teko in the Bay of Plenty > > * A 2.9% investment in Genesis Research & Development (Genesis) > > * The South American forestry assets of the Forests Division > > * The Challenge! network of retail petrol operations, and related > terminals in Timaru and New Plymouth, plus the Brisbane terminal (acquired > in total for $20 million) > > * A 14% interest in NZ Refining Company > > * A strategic alliance with Genesis, to commercialise research and > development of bio-remediation > > * A commitment to the Forests Division's recapitalisation by providing > up to $170 million of any shortfall on the rights issue, and taking up a > placement of $90 million of new Forests ordinary and preference shares. > > All the shares in Rubicon will be received by Energy shareholders as partial > consideration for the acquisition of the Energy Division by Shell and > Apache. > > New Board and Management > > Dr Deane also announced the appointment of Mr Luke Moriarty to the role of > Chief Executive Officer of Rubicon. "Luke is an ideal candidate for this > position. He has lived, studied and worked internationally, in both > financial and strategic leadership roles. He has been a member of the > Executive Office of Fletcher Challenge for several years with his current > responsibilities encompassing the direction of the Group's strategic growth > initiatives." > > Referring to Rubicon's mandate, Dr Deane continued: "Clearly, we have been > extremely successful in this type of endeavour in the past. For example, a > clearly defined vision of the future for distributed power generation, > combined with a minimal US$20 million investment in Capstone Turbine > Corporation, has generated some $900 million of value for shareholders > today. We believe we can pursue promising similar future opportunities, > including our current investment in ArborGen." > > To ensure Rubicon moves forward quickly, a Board and management team with > broad international experience will be appointed. They will not only > provide the key strategic and commercial governance required, but they will > also enable the forging of relationships and alliances necessary to access > opportunities and move the company forward. Key Board appointments will be > announced immediately following the establishment of Rubicon. > > First alliances in place > > Rubicon will also establish a strategic alliance with Genesis Research and > Development Corporation in relation to the commercialisation of research and > development into industrial biotechnology and bio-remediation (the clean up > of contaminated soil and groundwater through the use of microbes, fungal or > plant-based organisms). "Environmental management is a US$500 > billion-industry internationally, and soil and water remediation represent a > large proportion of this figure", said Dr. Deane. "Genesis and Rubicon will > jointly fund research into the discovery of organisms that not only assist > in the speed of natural remediation, but also increase the toxicity levels > that can be handled. We see this as a natural extension of the type of work > we are carrying out in ArborGen," he said. > > Role in restructuring of Fletcher Challenge Limited > > Dr Deane also explained that in addition to the value which will be derived > from the implementation of Rubicon's on-going strategy, the company will > play a critical but shorter-term role in the immediate dismantling of the > Group's targeted share structure announced today. > > "First, its presence will help to complete the re-capitalisation of Fletcher > Challenge Forests. By acquiring Forests Division's biotechnology and South > American forestry assets at fair value and at the same time removing > Forests' $40 million R&D cash commitment to ArborGen over the next 4 years, > Fletcher Challenge Forest's focus is not only refined to its core business, > but future free cashflow projections are improved. In addition, as Rubicon > will support the rights issue by providing up to $170 million of any > shortfall and also $90 million by way of new Forests share placement, it is > providing increased certainty to Forest Division shareholders, and also to > all Fletcher Challenge shareholders, that the overall Group separation will > be successful. > > "Secondly, Rubicon will act as the acquirer of those Fletcher Challenge > Energy assets which did not match with Shell's vision for the Division. > Challenge! retail petroleum operations and their related terminals in New > Zealand, and the Brisbane terminal in Australia and the New Zealand Refining > Company shares all fall into this category. These will be non-core to > Rubicon's outlined strategy, and will be disposed of as and when value can > be achieved for shareholders. > > ---------------------------------------------------------------------------- > http://www.sharechat.co.nz/ New Zealand's home for market investors > http://www.netbroker.co.nz/ Trade on Credit, Low Brokerage. Join now. > ---------------------------------------------------------------------------- > To remove yourself from this list, please use the form at > http://www.sharechat.co.nz/forum.shtml. ---------------------------------------------------------------------------- http://www.sharechat.co.nz/ New Zealand's home for market investors http://www.netbroker.co.nz/ Trade on Credit, Low Brokerage. Join now. ---------------------------------------------------------------------------- To remove yourself from this list, please use the form at http://www.sharechat.co.nz/forum.shtml.
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