Overview

On 27 February 2024, Adbri announced it entered into a Scheme Implementation Deed with CRH ANZ Pty Ltd (CRH) and CRH plc whereby CRH has agreed to acquire, via a Scheme of Arrangement (Scheme), 100% of Adbri shares that Barro Group Pty Ltd and its associates (together the Barro Group) do not currently own (the holders of those shares being the Independent Adbri Shareholders) for $3.20 per share in cash (the Scheme Consideration). This Scheme Consideration represents a 41% premium to Adbri’s undisturbed closing price on 15 December 2023 (being the last trading day before the potential transaction with CRH was announced).

You can access this announcement, which includes a copy of the Scheme Implementation Deed, here.

Scheme Meeting

The Scheme Meeting of Independent Adbri Shareholders will be held on 12 June 2024 at 10.30am Adelaide time (11.00am Sydney time) at the Hindmarsh Ballroom (Level 15), Pullman Adelaide, 16 Hindmarsh Square, Adelaide, South Australia. Further details of the Scheme are included in the Scheme Booklet, which contains the Notice of Scheme Meeting, available here.

A webcast of the meeting can be viewed on Adbri’s website at https://webcast.openbriefing.com/abc-sm-2024/. Shareholders watching online will not be able to vote, ask questions or make comments via the webcast.

Proxy voting

Visit www.investorvote.com.au to submit your proxy vote in advance of the meeting by no later than 10.30am Adelaide time (11.00 Sydney time) on Monday 10 June 2024.

Submit a question

Visit www.investorvote.com.au to submit a question in advance of the Scheme Meeting. Please submit any questions by 5:00pm (Sydney time) on 5 June 2024.

Recommendation from the Adbri Independent Directors  

The Adbri Independent Directors unanimously recommend shareholders VOTE IN FAVOUR of the Scheme, in absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Independent Adbri Shareholders. Subject to the same qualifications, each Adbri Independent Director intends to vote, or procure the voting of, all Adbri shares they hold or control in favour of the Scheme at the Scheme Meeting.  

Key Dates


EventDate
Date of Scheme Booklet3 May 2024
Latest time and date for receipt of proxy forms or power of attorney by the Adbri Share Registry for the Scheme Meeting10.30am Adelaide time (11.00am Sydney time) on
10 June 2024
Time and date for determining eligibility to vote at the Scheme Meeting 7.00pm (Sydney time) on 10 June 2024
Scheme Meeting10.30am Adelaide time (11.00am Sydney time) on 12 June 2024
If the Scheme is approved by Independent Adbri Shareholders
Court hearing to approve the Scheme (Second Court Date)14 June 2024
Effective Date
– Court order lodged with ASIC and announcement to ASX
– Last day of trading in Adbri Shares – Adbri Shares will be suspended from trading on ASX from close of trading
17 June 2024
Scheme Record Date (for determining entitlement to the Scheme Consideration)7.00pm (Sydney time) on 21 June 2024
Implementation Date
– Provision of Scheme Consideration
1 July 2024
All times and dates in the above timetable are references to the time and date in Australia and all such times and dates are subject to change. Certain times and dates are conditional on the approval of the Scheme by Independent Adbri Shareholders and by the Court. Any changes will be announced by Adbri to the ASX.

FAQs


What is happening with Adbri?

On 18 December 2023, Adbri announced it entered into a process and exclusivity deed with CRH ANZ Pty Ltd (CRH) and Barro Group Pty Ltd  following the receipt of a non-binding indicative proposal to acquire all shares in Adbri not currently owned by Barro Group by way of a scheme of arrangement (Scheme), at a price of $3.20 per share in cash (Scheme Consideration). This Scheme Consideration represents a 41% premium to Adbri’s undisturbed closing price on 15 December 2023 (being the last trading day before the potential transaction with CRH was announced).

On 27 February 2024, Adbri entered a Scheme Implementation Deed (SID) with CRH to pursue the proposed transaction.

Adbri’s Independent Directors unanimously recommend Independent Adbri Shareholders vote in favour of the Scheme, in absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Independent Adbri Shareholders.

The Independent Expert has concluded that the Scheme is fair and reasonable and therefore is in the best interests of Independent Adbri Shareholders, in the absence of a Superior Proposal.

Further details of the Scheme are included in the Scheme Booklet available here.

What is a ‘Scheme of Arrangement’?

A ‘scheme of arrangement’ is a statutory procedure under the Corporations Act 2001 (Cth) that is commonly used in transactions in Australia to effect a change of ownership or control of a company. In addition to requiring Court approval, a scheme of arrangement requires a shareholder vote in favour of a resolution to approve the scheme of arrangement by the requisite majorities.

The ‘requisite majority’ in relation to the resolution to approve the Scheme means a resolution passed by:

  • unless the Court orders otherwise, a majority in number (i.e. greater than 50%) of Independent Adbri Shareholders who are present and voting at the Scheme Meeting (either in person or by proxy, attorney, or in the case of corporate Independent Adbri Shareholders, body corporate representative); and
  • at least 75% of the total number of votes cast on the resolution at the Scheme Meeting by Independent Adbri Shareholders present and voting, (either in person or by proxy, attorney, or in the case of corporate Independent Adbri Shareholders, body corporate representative).

Shares held by certain excluded shareholders, including Barro Persons (as defined in the Scheme Booklet)will not be acquired by CRH under the Scheme and Barro Persons will not be entitled to vote these shares at the Scheme Meeting.

If the Scheme is approved and implemented, CRH will acquire all of the issued shares in Adbri that the Barro Group does not own for the Scheme Consideration of $3.20 per share in cash. Following implementation of the Scheme, Adbri will be delisted from the ASX.

What is the Scheme Consideration?

The Scheme Consideration is $3.20 in cash per Adbri Share held on the Scheme Record Date, representing an implied equity value on a 100% fully diluted basis of approximately $2.1 billion and a:

  • 41.0% premium to Adbri’s undisturbed closing price of $2.27 per share on 15 December 2023 (being the last trading day before the potential transaction with CRH was announced);
  • 51.9% premium to Adbri’s one-month volume weighted average (VWAP) price of $2.11 per share up to and including 15 December 2023; and
  • 56.2% premium top Adbri’s three-month VWAP of $2.05 per share up to and including 15 December 2023.

The Scheme Consideration will only be paid if the Scheme is approved and implemented, as set out in further detail in the Scheme Booklet available here.

When and where will the Scheme Meeting be held?

Independent Adbri Shareholder approval will be sought at a Scheme meeting of shareholders, to be held at 10.30am Adelaide time (11.00am Sydney time) on 12 June 2024 at  the Hindmarsh Ballroom (Level 15), Pullman Adelaide, 16 Hindmarsh Square, Adelaide, South Australia.  

Further details regarding the Scheme Meeting, including how to vote and how participate in the Meeting, are provided in the Scheme Booklet available here.

When will the result of the Scheme Meeting be known?

Independent Adbri Shareholder approval will be sought at a Scheme meeting of shareholders, to be held at 10.30am Adelaide time (11.00am Sydney time) on 12 June 2024 at  the Hindmarsh Ballroom (Level 15), Pullman Adelaide, 16 Hindmarsh Square, Adelaide, South Australia.  

Further details regarding the Scheme Meeting, including how to vote and how participate in the Meeting, are provided in the Scheme Booklet available here.

If the proposed Scheme proceeds, what will be the effect?

If the Scheme proceeds and is implemented, CRH will acquire all of the ordinary shares on issue in Adbri that are not owned by Barro Group. Adbri would then be delisted from the ASX shortly after the implementation of the Scheme, currently expected to be 1 July 2024. 

What do I need to do?

Shareholders should read the Scheme Booklet in full before making any decisions.

Adbri Shareholders who are unable to, or do not wish to, participate in the Scheme Meeting in person are encouraged to submit a directed proxy vote as early as possible and in any event by 10.30am Adelaide time (11.00am Sydney time) on 10 June 2024 by completing and submitting the proxy form in accordance with the instructions on that form, or submitting a proxy online at www.investorvote.com.au.

Even if you plan to attend the Scheme Meeting we encourage you to submit a directed proxy vote so that your vote will be counted if for any reason you cannot attend the meeting.

Where can I find more information?

You should carefully read the Scheme Booklet in full before making any decision in relation to the Scheme.

If you have any questions, please contact the Adbri Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia), between 8.30am and 5.30pm (Sydney time), Monday to Friday (excluding public holidays).

If you are in any doubt as to what you should do, please consult your legal, financial, tax or other professional adviser without delay.

Further Information


ASX Announcements

Adbri ASX releases, including those related to the proposed Scheme, can be accessed here.

Contact

Adbri Shareholder Information Line on 1300 038 212 (within Australia) or +61 2 9066 4052 (outside Australia), between 8.30am and 5.30pm (Sydney time), Monday to Friday (excluding public holidays).