Brambles Industries PLC
13 September 2006
Media and Stock Exchange Release
13 September 2006
COURTS CONVENE SHAREHOLDER MEETINGS
TO VOTE ON PROPOSED UNIFICATION
Brambles announced today that it has received approval from:
• the Australian Federal Court, to convene a meeting of shareholders of
Brambles Industries Limited ('BIL'); and
• the High Court of Justice in England and Wales, to convene a meeting of
shareholders of Brambles Industries plc ('BIP'),
to vote in each case on the proposed unification of BIL and BIP under a single
Australian holding company - called Brambles Limited - with a primary listing on
the Australian Stock Exchange ('ASX') and a secondary listing on the London
Stock Exchange ('LSE').
Brambles today filed an Information Memorandum related to the proposal with the
ASX and the UK Listing Authority. The Information Memorandum will be mailed to
shareholders of both BIL and BIP in approximately two weeks and is also
available on the Brambles website (www.brambles.com).
The Brambles Board believes that the unification will:
• allow greater focus on CHEP and Recall - Brambles' businesses with
premium growth potential - by eliminating the complexity of the dual listed
• eliminate the historical difference between the share prices of BIL
shares on the ASX and BIP shares on the LSE; and
• enhance Brambles' position as a leading company on the ASX.
The Brambles Board believes that the unification is in the best interests of the
shareholders in BIL as a whole and the shareholders in BIP as a whole. The Board
therefore unanimously recommends that all shareholders vote in favour of the
Australian law requires the Information Memorandum to include a report from an
independent expert on the implications of unification for BIL shareholders. The
expert for this purpose is Grant Samuel & Associates whose report, a copy of
which is included with the Information Memorandum filed today, concludes that
the proposal is in the best interests of BIL shareholders. Although there is no
requirement for such a report under English law with respect to BIP
shareholders, to ensure equality of disclosure a copy of the report will be
included with the Information Memorandum to be sent to BIP shareholders.
Unification and shareholder meetings
The unification is to be effected by way of a scheme of arrangement between BIL
and its shareholders under Australian law ('BIL Scheme') and a scheme of
arrangement between BIP and its shareholders under English law ('BIP Scheme').
Meetings of BIP shareholders to consider and, if thought fit, approve the BIP
Scheme and various ancillary resolutions will be held in London on 1 November
2006, immediately after the BIP 2006 Annual General Meeting.
Meetings of BIL shareholders to consider and, if thought fit, approve the BIL
Scheme and various ancillary resolutions will be held in Melbourne on 9 November
2006, immediately after the BIL 2006 Annual General Meeting.
The proposed unification requires the approval of both BIL shareholders and BIP
shareholders, voting separately, by a majority in number of those shareholders
present and voting at each meeting (whether in person or by proxy) and by 75% or
more of the votes cast on the resolutions at each meeting. The unification also
requires approvals from the courts in Australia and England and certain
If the unification is approved and all conditions precedent are satisfied,
shareholders(1) in BIL and BIP will, unless they receive cash for their shares
under the cash alternative described below, receive the same number of shares in
Brambles Limited as they hold in BIL and BIP on the record date. BIL and BIP
will become wholly owned subsidiaries of Brambles Limited.
If all required approvals are obtained, it is expected that the unification will
be completed in December 2006.
Under the cash alternative intended to be provided as part of the unification,
shareholders1 will be able to tender all or part of their BIL or BIP
shareholding to Brambles Limited. Subject to Brambles Limited's rights below, if
their tender is successful and the unification proceeds, shareholders will
receive cash for the shares which are the subject of that tender under the BIL
Scheme or the BIP Scheme (as relevant) instead of receiving Brambles Limited
shares. The maximum amount of the cash alternative is US$2.2 billion and a full
description is contained in the Information Memorandum. If tenders which would
otherwise be acceptable to Brambles Limited would result in this maximum being
exceeded, those tenders will be scaled back. Brambles Limited has also reserved
the right to withdraw the Cash Alternative under the Schemes.
A cash alternative booklet will be mailed to shareholders on or around 23
October 2006 describing the actions to be taken by shareholders who wish to
tender their shares into the cash alternative.
Copies of documents
A copy of the Information Memorandum to be sent to shareholders is available on
the Brambles website (www.brambles.com) and at the UK Listing Authority's
Document Viewing Facility.
Brambles Industries Limited
Brambles Industries plc
Brambles is globally headquartered in Australia
For further information
Investor +44 (0) 20 7659 6012
Head of Investor Relations
Media +44 (0) 20 7269 7291
Australia +61 (0) 2 9256 5216
Investor +61 (0) 414 239 188 (mobile)
John Hobson, Head of Investor
Media +61 (0) 2 9256 5255
Michael Sharp, +61 (0) 439 470 145 (mobile)
Vice President, Corporate Affairs
(1) Other than ineligible overseas shareholders - see Information Memorandum for
This information is provided by RNS
The company news service from the London Stock Exchange