Foster's Group Limited (Foster's) announced today that it has completed the first, major phase of the group's planned capital management activities with an off-market share buy-back (the Buy-Back) of 167.1 million Foster's ordinary shares, representing 8.2 per cent of Foster's issued shares (the lowest number of Foster's total issued shares during the last 12 months), at a price of $4.00 per share. The total amount of capital repurchased by Foster's under the Buy-Back is $668.4 million, and, in conjunction with the on-market repurchase of 14.7 million shares in October and November, takes the total equity repurchased to 8.9 per cent of Foster's issued shares.
Foster's also announced the re-commencement of the on-market share buy-back suspended during the period of the off-market buy-back to allow the Company to repurchase up to an additional 23 million shares. On completion of this on-market buy-back, Foster's will have re-purchased a total of 10 per cent of Foster's issued shares.
The Corporations Act requires companies to seek specific shareholder approval where a re-purchase of shares above 10 per cent of issued shares is sought in a 12-month period. Accordingly, the Company also announced its intention to seek shareholder approval, by means of a Shareholders' Meeting in March 2004, to repurchase above the 10 per cent in 12 months (10/12) limit imposed by the Corporations Act.
Off-Market Buy-Back
As part of the Buy-Back, which closed on 19 December 2003, Foster's received tenders for approximately 453.7 million shares, of which approximately 167.1 million shares were tendered at the Buy-Back Price of $4.00 (including final price tenders).
Shareholders will receive $4.00 for each share bought back. The number of shares bought back from each shareholder was determined on the following basis:
Foster's will dispatch proceeds cheques and direct credit bank accounts (as applicable) to all successful shareholders and dispatch new shareholder statements to successful Issuer Sponsored tendering shareholders by Tuesday 6 January 2004.
Further Capital Management Activities
Re-commencement of On-Market Buy-Back up to the 10/12 Limit
The on-market buy-back programme announced by Foster's on 1 October 2003 had been suspended during the period of the off-market Buy-Back. This on-market buy-back, to repurchase up to an additional 23 million shares (up to the 10/12 limit), will recommence on Tuesday 23 December 2003.
Shareholder Approval to Repurchase above the 10 per cent Limit
Foster's will also seek shareholder approval at a general meeting in mid March 2004 to refresh the annual 10 per cent share limit.
Subject to shareholder approval and market conditions, it is Foster's intention, as part of its current capital management activities, to re-purchase up to an additional 100 million shares through a further on-market share buy-back. Additionally, the company will have the scope to engage in normal ongoing capital management activities, in relation to neutralising the effect of shares issued as part of its dividend re-investment plan and employee share scheme, as well as the flexibility for additional on-market activity should this be appropriate.
Details on the timing of the dispatch of shareholder documentation and the date of the Shareholders' Meeting will be advised in the New Year.
According to Foster's Chief Executive Officer, Ted Kunkel: "The finalisation of the off-market share buy-back demonstrates the company's commitment to efficient capital management, following the sale of the leisure and hospitality business. With the completion of this process, the company will now put in place the necessary arrangements to seek shareholder approvals to undertake further capital management activities."
For further information on the Buy-Back, Shareholders can call the Foster's Buy-Back inquiry line on 1300 134 708 or +613 9649 5022 for more information.
Media
Lisa Keenan
Tel: +613 9633 2233
Email: lisa.keenan@fostersgroup.com
Investor Relations:
Robert Porter
Tel: +613 9633 2773
Mob: 0418 288 400
CFO Address to teleconference (PDF, 121 Kb)
CFO Presentation slides (PDF, 263 Kb)
Questions & Answers (PDF, 127 Kb)
Buy Back Tender Booklet (PDF, 366 Kb)
