The demerger ofRinker Group Limited (Rinker) from CSR Limited (CSR) will go ahead, after theFederal Court of Australia today approved the scheme of arrangement between CSRand its shareholders.
CSR intends to lodge a copy ofthe Court orders made by the Federal Court with the Australian Securities andInvestments Commission as soon as possible today.This is the final formal step in the demerger approval process.
The demerger will take effect on11 April 2003.Eligible CSRshareholders will retain their CSR shares, plus receive one Rinker share foreach CSR share that they hold as at 5 pm on 4 April 2003.
Rinker shares will begin tradingon the Australian Stock Exchange on 31 March(ASX code: RIN), initially on a deferred settlement basis.CSR shares will begin trading on the sameday ex the entitlement to the Rinker shares.
Both Rinker and CSR will beAustralian companies, headquartered in Sydney, and are expected to be listedwithin the Top 50 and 100 ASX stocks respectively.
Rinker will comprise around 70%of current CSR group assets, and is expected to be one of the top 10 heavybuilding materials groups in the world.Annual sales are estimated around A$5.8 billion* and earnings beforeinterest, tax, depreciation and amortisation (EBITDA) around A$1.1billion.Rinker group businesses in theUS, Australia and China, supply aggregates, cement, premix concrete andconcrete pipe and products.Rinker isexpected to be a growth company, focused on delivering a top quartileperformance, relative to global peers, on measures including growth inshareholder value.Strong cash flowsand expected investment grade credit ratings provide financial flexibility,while the group’s leading market positions have helped deliver a combinedEBITDA growth of 18.7% p.a. compound over the past four years.
CSR will be a diversifiedindustrial stock, with operations in Building Products, Sugar andAluminium.CSR has a stable earningshistory and holds some of the best known brands in Australia, including CSRSugar, CSR Bradford insulation, CSR Gyprock plasterboard and Monier Wunderlichroof tiles.Sales revenue is estimatedto be around A$2 billion, with EBITDA around A$370 million.CSR is expected to appeal to yieldinvestors, paying around 60-70% of its after tax profit in dividends - thatshould generally be highly franked.Investment grade credit ratings are expected, and several attractive,low risk growth opportunities exist.
David Clarke and Alec Brennanhave been appointed Managing Director of Rinker and CSR respectively.The Chairman of Rinker will be JohnMorschel, while the CSR Chairman will be Ian Blackburne.
CSR shareholders who have aregistered address in a jurisdiction other than Australia, Abu Dhabi (UnitedArab Emirates), Hong Kong, New Zealand, Singapore, the United Kingdom or theUSA are Ineligible Overseas Shareholders. The Rinker shares to which thoseshareholders are entitled, as a result of the demerger, will be sold by a saleagent and the Ineligible Overseas Shareholder will receive the net proceeds ofthe sale.
Holding statements in respect ofRinker shares will be posted to eligible CSR shareholders on or before Tuesday22 April 2003. Normal trading of Rinker shares is expected to commence onWednesday 23 April 2003.
*Including a full year’s sales revenue from the Kiewit Materials Corporation,acquired in September 2002.
NB Allfigures are proforma data for the year ended March 2003, from the demergerscheme booklet.