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CHALLENGER LIMITED Capital/Financing Update 2004

Mar 21, 2004

64641_rns_2004-03-21_000cdc11-ab85-451f-84a0-02748f339250.pdf

Capital/Financing Update

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COMPANY ANNOUNCEMENT / MEDIA RELEASE

Monday, 22 March 2004

Great Southern Plantations secures rights to Forestry Assets

Great Southern Plantations Limited (ASX code: GTP) has been selected as the preferred bidder by Challenger Financial Services Group Limited (ASX Code: CGF) ("Challenger") to acquire approximately 55,000 plantable hectares of land. This is to be effected by Great Southern assuming Challenger's rights and obligations under a Put and Call Option Agreement with ZCCM Match Funding Corp ("Zurich").

This land was purchased by Zurich from Australian Plantation Timber ("APT") in 2001, and comes with some other rights and obligations including an arrangement with Cosmo Oil Co Limited in respect of certain carbon sequestration rights over a portion of the land.

Great Southern's bid for the assets was \$71 million.

"This is a strategic acquisition for Great Southern that secures the additional land resource needed to help satisfy the rapidly increasing market demand for our products", Managing Director John Young said today. "Ownership of plantation land will become increasingly important as the MIS forestry industry matures. Therefore this acquisition, which will bring the total plantable area owned by Great Southern to over 100,000 hectares, will ensure Great Southern remains the dominant company in the industry over the long term".

Overview of Forestry Assets

The Put and Call Option Agreement with Zurich will give the Great Southern group the right to acquire plantation timber land, as well as certain other rights and obligations acquired by Zurich from APT in 2001.

The land to be acquired comprises a total of approximately 84,000 hectares, of which approximately 55,000 hectares is plantable, located in the south west of WA and the Green Triangle region of Victoria and South Australia. The land bank includes approximately 8,800 hectares of plantable land without any encumbrances and approximately 46,000 hectares of plantation land currently leased to investors under APT forestry projects, which begin expiring over the next 1 to 2 years.

Benefits for Great Southern

The acquisition of the forestry assets is consistent with Great Southern's strategic and financial objectives. The acquisition will, amongst other things:

• Provide approximately 8,800 hectares of land available for use in the company's Managed Investment Scheme ("MIS") offerings over the following 12 months. In the

absence of this acquisition, an equivalent amount of land would have been purchased at an estimated cost of between \$30 and \$40 million.

  • Provide additional cashflow in the form of harvesting of existing trees on land, estimated to be in the vicinity of \$4 million, within the next 12 months.
  • Provide a land bank of approximately 46,000 hectares within the key hardwood plantation areas of Australia.
  • Increase the land held by the group to in excess of 100,000 plantable hectares, cementing the group as the leading manager in the plantation forestry industry within Australia.
  • Provide additional opportunities with respect to end purchasers of woodchip, processing options and carbon credit opportunities.

Funding

The bid made by Great Southern is conditional upon Great Southern's satisfaction of a funding requirement.

The acquisition price of \$71 million will be funded through a combination of new equity via an institutional placement of ordinary shares and a follow-on Share Purchase Plan offer of ordinary shares, and existing working capital.

The institutional placement will be undertaken via a book build offer of up to approximately 28.3 million shares conducted and volume underwritten by Macquarie Equity Capital Markets Limited. At Great Southern's request, Great Southern is in voluntary suspension to facilitate the book build. It is expected that trading will recommence on Thursday 25 March 2004 following an announcement of the outcome of the placement.

Great Southern will offer its shareholders the opportunity to increase their holdings by subscribing for up to A\$5,000 worth of shares each through a Share Purchase Plan ("SPP"), free of brokerage and any other transaction costs. The price payable for new shares in the SPP will be the lower of the institutional placement price and a discount to the average trading price of GSP shares during the pricing period for the SPP. Further details regarding the SPP will be announced following the completion of the institutional placement.

The new shares issued under the institutional placement and the SPP will rank equally with GSP's existing ordinary shares.

Great Southern confirms that all of the securities of Great Southern Plantations Limited remain suspended pending conclusion of the institutional placement.

For further information see www.great-southern.com.au or call:

John Young, Managing Director, Ph (08) 9320 9700 Cameron Rhodes, Executive Director, Ph (08) 9320 9700 David Ikin, Marketing & PR Manager, Ph (08) 9320 9700; 0408 438 772