Spotless Group Limited (ASX/NZX: SPT) will despatch the attached letter to shareholders from the Chairman of the
Board, on behalf of Directors, later today.
For further information, please contact:
Media
Tim Duncan / Scott Hinton
Hintons
T: +61 (0) 3 9600 1979
Investors Rowan Wilkie Spotless Group
T: +61 (0) 3 9269 7303
ABOUT SPOTLESS www.spotless.com
Spotless is a leading international services company
comprised of two distinct business operations, Facility
Services and Retailer
Services. Established in 1946, Spotless is listed on the
Australian and New Zealand Stock Exchanges. Spotless employs
more than
40,000 people and skilled sub-contractors to deliver over 125
specialist services in thousands of locations. The Group's
Facility Services operations supply catering, cleaning,
maintenance, facility management and laundry services across
a broad range of industry sectors. Facilities management and
asset maintenance services are delivered by employees and
sub-contractors drawn from over 70 trades. Retailer Services,
operating under the brand Braiform, provides customised
garment hanger and packaging solutions to retailers and
garment manufacturers in 32 countries.
Spotless Group Limited ABN 77 004 376 514
549 St Kilda Road Melbourne Victoria 3004 Australia
Spotless Group LimitedABN 77 004 376 514
Level 6
549 St Kilda Road
Melbourne Vic 3004
20 January 2012
Dear Shareholder,
I am writing to update you on a number of recent events
concerning your company. As you may already be aware,
Spotless Group Limited (Spotless) received an indicative,
non-binding and conditional proposal from Pacific Equity
Partners Pty Limited (PEP) on November 16 last year to
acquire 100 per cent of the company's shares via a scheme of
arrangement at an indicative price of $2.63 per share.
Your Board reviewed the proposal in detail and concluded that
it did not reflect the fundamental value of the company in
the context of a change of control.
Following further discussions, Spotless received a revised
proposal from PEP on November 30 2011 at an indicative price
of up to $2.68 per share. PEP's revised proposal reflected
the same terms as its initial proposal except that:
• An indicative price of up to $2.68 per share was achieved
by PEP not reducing the proposed offer price for any dividend
paid by Spotless up to a maximum of 5 cents per share.
• In addition to the conditions attached to its initial
proposal, PEP's revised proposal was also conditional on the
Spotless Directors unanimously recommending that Spotless
shareholders vote in favour of the scheme of arrangement with
PEP in the absence of a superior proposal.
Your Board continued to engage with PEP and shareholders and
offered a Management Presentation to ensure PEP, and all
shareholders, had a full understanding of your Directors'
view of the Spotless business. The Management Presentation
occurred on December 21 2011 and was lodged with the
Australian Securities Exchange (ASX) and New Zealand Stock
Exchange (NZX) on the same day.
The Management Presentation contains important information on
the prospects for your company, including an estimated
earnings range for the current financial year, a medium-term
earnings estimate following completion of the Transformation
Program, further details of the previously disclosed
investment in the business and IT platform and other matters
specifically raised by PEP.
Spotless believes that it has the capability to generate
medium-term (i.e. in 3-4 years from now) Earnings Before
Interest and Tax (EBIT) of approximately $140 million to $150
million 1 once the Transformation Program is
complete, but excluding any recovery in hanger demand for
Braiform. Braiform is leveraged to a cyclical recovery and
could increase
its EBIT contribution in the medium-term if garment on hanger
volumes recover 2. Excluding any potential
cyclical recovery in Braiform hanger demand, the medium-term
EBIT estimate represents an approximate 49% to 67% increase
on the expected Group Reported EBIT for the financial year
ending June 30 2012 3.
1 Refer to the Spotless Management Presentation (including page 41 and Appendix A) in relation to this forward looking information, its basis of preparation and details of the assumptions and exclusions applicable to it. The forward looking financial information is subject to inherent risks and uncertainties outlined in the Spotless Management Presentation, which should be reviewed by shareholders in full. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements.
2 Refer to the Spotless Management Presentation (including pages 39 to 41 and Appendix A).
3 The expected FY12 Group Reported EBIT of Spotless (prior to any engagement costs) is $90 million to $94 million. Refer to the
Spotless Management Presentation (including page 37 and Appendix A).
916CR_0_Sample_GM/000001/000001/i
I recommend you take the
time to review a copy of the Management Presentation which
can be found at www.spotless.com
Following the Management Presentation your Board continued to
constructively engage with PEP, and on January 9
2012 Spotless communicated to PEP and the ASX and NZX the key
terms on which it would provide access to non- exclusive due
diligence. These terms included that PEP should submit a
revised proposal providing total cash consideration per
Spotless share of not less than $2.80 (consisting of the cash
price and next dividend paid by Spotless prior to
completion), confirmation of PEP's investment committee
approval to support the required equity finance, highly
confident letters from PEP's debt financiers to support the
required debt finance, agreement of the scope of processes
for PEP's due diligence and execution of a confidentiality
agreement.
The Board advised PEP that it would unanimously recommend
that shareholders vote in favour of a scheme of arrangement
proposal at a total cash consideration of not less than $2.80
per share, subject to there being no superior proposal, an
independent expert opining that the scheme is in the best
interests of shareholders, and execution of a scheme
implementation agreement acceptable to Spotless.
Spotless received correspondence from PEP on January 11 2012
reconfirming its previous indicative, non-binding and
conditional proposal through a scheme of arrangement
unanimously recommended by the Spotless Board at an
indicative price of $2.68 per share. PEP also stated that it
continued to require access to due diligence to progress its
proposal.
May I take this opportunity to assure you that the Spotless
Board and management are working hard to deliver value to
shareholders. Your company is part way through a major
Transformation Program which is expected to deliver
significant benefits over the medium to long term. Details of
this can be found in the Management Presentation.
In any control transaction, the duty of the Board is to
ensure that the medium and long-term prospects of the company
are reflected in the value realised for the benefit of all
shareholders. It is on this basis that on 9 January 2012,
your Directors announced that, in the current circumstances,
$2.80 per share was the lowest price at which the Board would
be willing to unanimously recommend a scheme of arrangement.
The detail in the Management Presentation and the clear
communication of the terms required for due diligence and
unanimous Board recommendation have provided certainty to PEP
and all shareholders of the Board's position.
Your Board will continue to engage with its shareholders
about the future of the company. There is nothing that you
need to do at this point. We will continue to update you on
any developments as appropriate.
Yours sincerely,
Peter Smedley
Chairman
distribué par | Ce noodl a été diffusé par Spotless Group Limited et initialement mise en ligne sur le site http://www.spotless.com.au. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-20 01:12:14 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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