Sedgman : CIM Fourth Supplementary Bidder's Statement

9a70c30d-0d1d-48cb-98aa-ba5bd2d6d171.pdf MinterEllison‌

18 February 2016

BY ELECTRONIC LODGEMENT

Company Announcements ASX Limited

Exchange Centre 20 Bridge Street

Sydney NSW 2000

Dear Sirs

Fourth Supplementary Bidder's Statement for off-market bid by CIMIC Group Investments Pty Limited for Sedgman Limited (ASX:SDM)

We act for CIMIC Group Investments Pty Limited (ACN 126 876 953) (CGI), a wholly owned subsidiary of CIMIC Group Limited (ACN 004 482 982).

In accordance with section 647(3)(b) of the Corporations Act 2001 (Cth), we enclose for lodgement a copy of CGl's fourth supplementary Bidder's Statement (Fourth Supplementary Bidder's Statement) dated 18 February 2016 in relation to CGl's off-market takeover bid for all the ordinary shares in Sedgman Limited (ACN 088 471 667) (Sedgman).

A copy of the Fourth Supplementary Bidder's Statement has been lodged with ASIC and was sent to Sedgman today.

Yours faithfully

MinterEllison

Michael Gajic Partner

Contact: Annabel Humphreys T: [phone]

F: +61 2 9921 [phone] [e-mail]

Partner: Michael Gajic T: [phone]

OUR REF: 1110600

Enclosure

Level 40 Governor Macquarie Tower 1 Farrer Place Sydney GPO Box 521 Sydney NSW 2001 Australia DX 117 Sydney T [phone] F [phone] minterellison.com

ME_128050811_1 (W2007)

FOURTH SUPPLEMENTARY BIDDER'S STATEMENT

In relation to the Offer by

CIM IC G ROU P I NVESTME NTS PTY LI MITE D

ACN 126 876 953

to acquire fully paid ordinary shares in

SEDG MAN LI M ITED

ACN 088 471 667

ACCEPT

THE RECOMME NDED UNCONDITIONAL OFFER FOR $1.07 CASH FOR EACH SEDGMAN SHAR E

The Offer Price of $1.07 for each Sedgman Share is final, and cannot be increased during the Offer Period, in the absence of a competing proposa l

TH IS DOCU M E NT IS IM PORTANT A N D REQUIRES YOU R IM M EDIATE ATTE NTIO N

You should read this document in its entirety. If you are in any doubt as to how to deal with it, you should consult your legal, financial or other professional adviser as soon as possible. If you have any queries about the Offer, you may also call the CIMIC OfferInformation Line on 1300 362 398 (for calls made within Australia) or [phone] (for calls made from outside Australia) between 9.00am and 5.00pm (AEDT) Monday to Friday.

ME_128063663_1 (W2007)

FOURTH SUPPLEMENTARY BIDDER'S STATEMENT

1. INTRODUCTION

   
   

   This document is a supplementary Bidder's Statement under section 643 of the

   Corporations Act 2001 (Cth) (Act).

   
   

   It is the fourth supplementary Bidder's Statement (Fourth Supplementary Bidder's Statement) issued by CIMIC Group Investments Pty Limited ACN 126 876 953 (CGI) to the Bidder's Statement dated 13 January 2016 and lodged with the ASX, Sedgman and ASIC on 13 January 2016 (Original Bidder's Statement) as amended by the first

   supplementary Bidder's Statement dated 19 January 2016 (First Supplementary Bidder's Statement) and the second supplementary Bidder's Statement dated 28 January 2016 (Second Supplementary Bidder's Statement) issued by CGI in relation to its

   unconditional off-market takeover bid for all of the ordinary shares in Sedgman Limited ACN 088 471 667 (Sedgman) that CGI does not already own.1

   
   

   A replacement bidder's statement issued by CGI and dated 8 February 2016 (Replacement Bidder's Statement) replaced the Original Bidder's Statement as amended by the First Supplementary Bidder's Statement and the Second Supplementary Bidder's Statement.

   
   

   This Fourth Supplementary Bidder's Statement supplements, and should be read together with, the Replacement Bidder's Statement. This document will prevail in the event of any inconsistency with the Replacement Bidder's Statement. Unless the context requires otherwise, terms defined in the Replacement Bidder's Statement have the same meaning where used in this document.

   
   

   A copy of this document was lodged with ASIC on and is dated 18 February 2016. Neither ASIC nor any of its officers takes any responsibility for the contents of this document.

   
   

2. SEDGMAN BOARD

   
   

   CGI is both Sedgman's major shareholder with an approximate 47.09% Shareholding and the current bidder for 100% of Sedgman. In CGl's Replacement Bidder's Statement, CGI stated that it intends to reconstitute the Sedgman Board so that it is appropriately sized and composed having regard to the size and scale of Sedgman's business and CG l's shareholding.

   
   

   Following the Sedgman Board's recommendation of CGl's Offer on 11February 2016, CGI and Sedgman held discussions that resulted in a plan for the orderly transition of the Sedgman Board to CGl's control under which:

   • one additional CGI nominee director will be appointed now, such that the Sedgman Board will be comprised of two Independent directors (Mr Rob McDonald and Mr Russell Kempnich), two CGI nominees, and the CEO and Managing Director (Mr Peter Watson); and

     
     

     
     

     1CGI also issued a third supplementary Bidder's Statement on 8 February 2016 which provided a consolidated mark-up of the amendments contained in the First Supplementary Bidder's Statement and Second Supplementary Bidder's Statement.

   • additional appointments of CGI nominee directors being made when actual control passes to CGI.

     
     

     Having regard to the above, CGI has nominated Mr Adolfo Valderas for immediate appointment to the Sedgman Board.

     
     

     CGI has not yet made any determination regarding the identity of any additional nominee directors to be appointed to the Sedgman Board when actual control of Sedgman passes to CIMIC.

     
     

     Mr Valderas intends to not participate in any deliberations of the Sedgman Board in respect of CGl's Offer, and the independent board committee comprising of

     Mr McDonald, Mr Kempnich and Mr Watson will continue to be responsible for such matters during the Offer Period.

     A detailed biography for Mr Valderas is set out below.

     
     

     Adolfo Valderas CivEng, MBA

     
     

     Adolfo Valderas, a civil engineer, is Deputy Chief Executive Officer of CIMIC Group, a role which involves him leading the operations of the world's largest contract miner and one of the world's leading international contractors.

     
     

     He has significant experience managing complex, multinational operations and projects across Australia, Europe, the United States, Canada, South America and China. He has direct experience in delivering projects in high speed rail, road and bridges, water treatment and construction.

     
     

     Mr Valderas was formerly Chairman and CEO of Iridium Concesiones de lnfraestructuras, responsible for the successful management of Iridium's global investment portfolio and investment of capital across more than 100 projects.

     
     

     Iridium, an ACS Group company, is the world's leading developer and manager of government concessions involving transport and public works infrastructure.

     
     

     Mr Valderas' previous roles with Iridium include Deputy International Manager and European Manager.

     
     

3. BROKER COMMISSIONS

   
   

   CGI refers to section 8.4 of the Replacement Bidder's Statement in which CGI states that CGI may offer to pay a commission to Brokers who solicit acceptances of the Offer from their clients, but that it had made no final decision in relation to the matter at the date of the Replacement Bidder's Statement.

   CGI has determined that it will not pay any such commissions in connection with the Offer.

   
   

4. APPROVAL OF FOURTH SUPPLEMENTARY BIDDER'S STATEMENT

This Fourth Supplementary Bidder's Statement has been approved by a resolution of the directors of CGI.