Downer Group Capital raising presentation 28 F e b rua ry 2011 1 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Importa nt notic e s Disclaimer This Presentation has been prepared by Downer EDI Limited (ABN 97 003 872 848) ( Downer ). Summary information This Presentation contains summary information about the current activities of Downer and its subsidiaries. The information in this Presentation does not purport to be complete nor does it contain all the information which would be required in a disclosure statement or prospectus prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with Downer’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au. No member of the Downer Group gives any warranties in relation to the statements and information in this Presentation. Not financial product advice This Presentation is for information purposes only and is not a prospectus, disclosure statement, product disclosure statement or other offering document under Australian law or under any other law. This Presentation is not a recommendation to acquire Downer shares ( New Shares ) and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction. Downer is not licensed to provide financial product advice in respect of Downer shares. Cooling off rights do not apply to the acquisition of Downer shares. Financial data All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2010 unless otherwise stated. The pro forma historical financial information included in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the US Securities and Exchange Commission. Future performance This Presentation contains certain “forward-looking statements”. The words “forecast”, “estimate”, “likely”, “anticipate”, “believe”, “expect', “project”, “opinion”, “predict”, “outlook”, “guidance”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements, and include statements in this Presentation regarding the conduct and outcome of the capital raising, the use of proceeds, and Downer’s outstanding debt. You are cautioned not to place undue reliance on forward looking statements. While due care and attention has been used in the preparation of forward-looking statements, forward-looking statements, opinions and estimates provided in this Presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from forward-looking statements. Downer disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise. An investment in Downer shares is subject to investment and other known and unknown risks, including those summarised under “Key Risks” in this Presentation. Downer does not guarantee any particular rate of return or the performance of Downer, nor does it guarantee the repayment of capital from Downer or any particular tax treatment. Persons should have regard to the risks outlined in this Presentation. Past performance Past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. The historical information in this Presentation is, or is based upon, information that has been released to the market. For further information, please see past announcements released to ASX. Not an offer This presentation, including the information contained in this disclaimer, is not a prospectus and does not form part of any offer, invitation or recommendation in respect of securities, or an offer, invitation or recommendation to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or is acting for the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933 ( Securities Act )) ( U.S. Person ), or in any other jurisdiction in which such an offer would be illegal. The securities referred to herein may not be offered or sold in the United States, or to or for the account or benefit of, any U.S. Person, unless the securities have been registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available. The offer or sale of the securities referred to herein have not been and will not be registered under the Securities Act. The distribution of this presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Downer and the underwriters The underwriters have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and does not make or purport to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by the underwriters. Downer, the underwriters and their respective affiliates, officers, employees agents and advisors, to the maximum extent permitted by law, expressly disclaim all liabilities, including, without limitation, liability for negligence in respect of, make no representations regarding, and take no responsibility for, any part of this Presentation and make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation. 2 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
Ca pita l ra ising ove rvie w • Do wne r is unde rta king a fully unde rwritte n $279 millio n c a pita l ra ising b y wa y o f a 1 fo r 4 a c c e le ra te d re no unc e a b le e ntitle me nt o ffe r • T he de c isio n to pursue a c a pita l ra ising o f this size ta ke s into a c c o unt a numb e r o f fa c to rs: • Witho ut the ra ising , Do wne r wo uld mo ve b e yo nd the to p e nd o f its inte rna l ta rg e t Ba la nc e She e t g e a ring ra ng e (25-35%) stre ng th • Ra ising mo ve s Do wne r to ~20% g e a ring , pro viding fle xibility in ma na g ing the b usine ss g o ing fo rwa rd • Do wne r ha s b e e n pla c e d o n Ra ting Wa tc h Ne g a tive b y F itc h Cre dit ra ting a nd • Ra ising will suppo rt Do wne r ma inta ining inve stme nt g ra de c re dit ra ting me tric s c o ve na nts • Pro vide s a dditio na l he a dro o m unde r fina nc ing fa c ility c o ve na nts • Do wne r c o ntinue s to se e sig nific a nt o ppo rtunitie s to inve st fo r g ro wth a c ro ss its b usine ss F unding fo r • Mining divisio n is se e ing pa rtic ula rly stro ng de ma nd with a b ility to g e ne ra te a ttra c tive g ro wth re turns o n c a pita l • Curre nt Mining divisio n c o ntra c ts a re funde d ho we ve r a ttra c tive e xpa nsio n a nd ne w o ppo rtunitie s ha ve b e e n ide ntifie d with ne w a nd e xisting c lie nts 3 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
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