ASCIANO LTD Tuesday 10 November 2015
The Manager
Company Announcements Office Australian Securities Exchange Level 45, South Tower Rialto 525 Collins Street
MELBOURNE VIC 3000
Dear Sir or Madam
In accordance with ASX Listing Rule 3.13.3, please find attached the addresses and accompanying slide presentation to be given by Asciano's Chairman and Chief Executive Officer at the Annual General Meeting to be held today at 10.00am.
Yours faithfully
Group General Counsel and Company Secretary
Combined Speeches - Annual General Meeting 10 November 2015MALCOLM BROOMHEAD:
Good Morning Ladies and Gentlemen.
My name is Malcolm Broomhead, Chairman of Asciano Limited. On behalf of my fellow Directors, I welcome you to our company's 2015 Annual General Meeting.
I also welcome shareholders listening to our meeting today through our webcast facilities.
Before we start, can you please ensure your mobile phones are switched off or to silent.
I also want to make sure you are familiar with the evacuation procedures we will follow in the unlikely event of an emergency.
In the event of an emergency, you will hear an evacuation alarm. Please follow the instructions of the wardens and assemble at either of the two evacuation points for the State Library of Victoria, which are displayed as red dots and labelled 'Assembly Area' on the slide behind me.
This is a properly constituted meeting and a quorum is present. I therefore declare the 2015 Annual General Meeting of Asciano Limited open.
Let me start by introducing my fellow Directors, our Chief Financial Officer and our Company Secretary.
Seated on my immediate right, is Lyndall Stoyles our Company Secretary and Group General Counsel. Next along is John Mullen, our CEO and Managing Director. Next to John are our Non-Executive Directors, Geoff Kleemann, Chris Barlow, Ralph Waters and Shirley In't Veld. Next to Shirley we have Peter George and Bob Edgar, followed by our Chief Financial Officer Roger Burrows.
Our Auditor, KPMG, is present today, represented by lead auditor, Mr Steven Gatt. Also present today are a number of Asciano's senior leadership team, who will be
available to answer any questions you may have following the close of the formal meeting. I encourage all of you to take this opportunity to engage with our senior managers to learn more about the performance of our business.
The Notice of Meeting was distributed to shareholders on 8 October 2015, and I propose to take the notice as being read. I also draw your attention to the disclaimer slide which you can now see in front of you.
I will start the meeting today with an overview of recent developments, including the proposed takeover offer that has been put forward by Brookfield Infrastructure Partners. I will follow this with some commentary on the progress we have made delivering on our five year plan which we announced to shareholders four years ago.
I will then ask our Managing Director and CEO, John Mullen, to run through some of the key financial successes from 2015 and provide an update on our performance in the first quarter of the 2016 financial year.
We will then provide the opportunity for those present to ask questions on the presentations or any other topics of interest to Asciano's operations.
Following question time we will move into the formal items of business for the Annual General Meeting. These include resolutions relating to:
the adoption of the Company's Remuneration Report
the re-election of Directors, and
the grant of rights to the CEO for the 2016 financial year
I appreciate that there have been a large number of changes recently to the proposed ownership and structure of your company. I thought it might be helpful to provide a brief overview of these key events.
**Slide 7 - Overview of Key Events**On 18 August 2015, we announced a formal offer by a consortium led by Brookfield Infrastructure Partners Limited, to acquire 100 per cent of the issued capital of Asciano by way of a Scheme of Arrangement.
As you may be aware, on 30 October 2015, Qube, with the support of two co- investors, Global Infrastructure Partners and Canada Pension Plan Investment Board, announced that it had acquired an aggregate interest representing 19.99% of the shares in Asciano. To date, we have received no proposal from the Qube Consortium.
Following this, on 6 November we notified the market that Brookfield Infrastructure Partners had acquired 14.9% of the shares in Asciano, together with an economic interest in a further 4.3% of shares.
As a result of these changes, the Scheme Meeting which was scheduled to be held today has been deferred to a date to be determined.
Yesterday we announced that we had entered into an Implementation Deed with Brookfield Infrastructure Partners, under which a subsidiary of Brookfield Infrastructure will make an off-market takeover offer for all remaining Asciano shares it does not own with the same consideration as the Standard Consideration proposed under the Scheme of Arrangement. That is, A$6.94 cash, which would be reduced by the cash value of any Special Dividend paid, and 0.0387 Brookfield Infrastructure units per Asciano share. At the current Brookfield Infrastructure unit price, this provides an implied value of A$9.21 per Asciano share.
The takeover is subject to conditions, including ACCC approval and a minimum acceptance condition of 50.1%.
This is significant as it provides shareholders with an opportunity to either accept the takeover offer or vote in a Scheme, which would deliver around $9.21 per Asciano share. This represents a substantial premium to the current market price.
Documents relating to the takeover offer are expected to be sent to shareholders by mid-December.
In the meantime, overnight, Qube has put a non-binding indicative proposal to Asciano. We have made an ASX release this morning outlining the key terms of the proposal which, at this stage, includes an implied value of $9.25 per share, comprising approximately 75% cash with the balance in Qube shares, less the value of any cash dividend.
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