CEN contact energy limited

Ann: GENERAL: CEN: Contact Energy announces disposal by Origin Energy

  1. lightbulb Created with Sketch. 2
    • Release Date: 04/08/15 08:58
    • Summary: GENERAL: CEN: Contact Energy announces disposal by Origin Energy
    • Price Sensitive: No
    • Download Document  6.32KB
    					CEN
    04/08/2015 08:58
    GENERAL
    PRICE SENSITIVE
    REL: 0858 HRS Contact Energy Limited
    
    GENERAL: CEN: Contact Energy announces disposal by Origin Energy
    
    NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
    
    For immediate release
    
    4 August 2015
    
    Contact Energy Limited announces disposal by Origin Energy Limited
    
    Origin Energy Limited (Origin) has informed Contact Energy Limited (Contact)
    that it has entered into an underwriting agreement for the sale of
    389,314,921 ordinary shares (Ordinary Shares), representing all of the shares
    it controls in Contact (Sale). Origin's shareholding in Contact is expected
    to be sold to a broad range of Australian, New Zealand and international
    equity market institutional investors and New Zealand retail investors.
    
    The Sale will be conducted by Origin and the underwriter in reliance upon
    clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013. Following
    this release, Contact will issue a notice under sub-clause 20(1)(a) of
    schedule 8 to the Financial Markets Conduct Regulations 2014.
    
    Contact has sought a trading halt in respect of its Ordinary Shares on NZX
    while the Sale is undertaken. It is expected that the Sale will complete 5
    August 2015.
    
    Following confirmation from Origin that the Sale has been completed, Contact
    will request NZX lift the trading halt.
    
    On completion of the Sale, Origin's indirect holding in Contact, which is
    held through Origin Energy Pacific Holdings Limited, Origin Energy Universal
    Holdings Limited and Origin Energy New Zealand Limited, would reduce from its
    current 53.09% to zero.
    
    FY15 earnings guidance
    Contact will report its results for the year ended 30 June 2015 on 17 August
    2015. Contact expects EBITDAF  for FY15 to be approximately $525 million with
    Underlying Earnings after Tax1 approximately $161 million and Free Cash Flow
    of approximately $363 million.
    
    Dividend Policy
    Contact has recently concluded that it can support increased distributions to
    shareholders and as a result has revised its distribution policy to target an
    average ordinary dividend equivalent to approximately 100% of Underlying
    Earnings after Tax (previously 80%). In the event that Free Cash Flow exceeds
    ordinary dividends Contact will make additional distributions.
    
    ASX dual listing
    Contact's Board of Directors has completed a review of the company's current
    share register and has determined that having a dual listing on the New
    Zealand Stock Exchange and the Australian Stock Exchange (ASX) will be in the
    best interests of all shareholders. Therefore, Contact has commenced the
    process of listing on the ASX which is expected to be completed within four
    to six weeks.
    
    Changes to Contact Board of Directors
    Contact announces the resignation of the following directors all effective
    upon completion of the sell-down by Origin:
    Grant King
    Karen Moses
    David Baldwin
    
    The Contact Board of Directors thanks Grant, Karen and David for their
    insightful and valuable contributions to the company over many years.
    
    Contact has commenced the process of finding suitable replacement directors
    and will provide an update in due course. It is expected that Contact's new
    Chairman and Board members will be appointed before the Annual General
    Meeting pursuant to clause 70.2 of Contact's Constitution where they will be
    required to retire and offer themselves for election.
    
    Phil Pryke, will assume the role of interim Chair until such time as a new
    Chairman is appointed. The interim Chair will continue to be supported by the
    remaining Directors Bruce Beeren, Sue Sheldon and Whaimutu Dewes.
    
    Chief Executive Officer
    For the past four years Dennis Barnes has been seconded to the role of Chief
    Executive Officer of Contact by his employer Origin. As part of the
    transitional arrangements agreed with Origin, the Contact Board of Directors
    are pleased to announce that Dennis' secondment has been extended to allow
    time for Dennis to be appointed as a permanent employee of Contact Energy
    Limited in the role of Chief Executive Officer.
    
    Transitional Relationship Arrangement
    Origin has provided Contact with support throughout its 11 years as majority
    owner. This has seen a number of related party transactions and contracting
    for shared services in areas such as LPG supply, project development and
    execution, and information technology procurement and hosting.
    
    Contact and Origin have agreed a Transitional Relationship Arrangement that
    ensures the current operation of both companies is not adversely impacted by
    the Sale and details a timetable for the separation of shared arrangements.
    
    Issuance of equity to Contact employees as participants of the Contact Equity
    scheme
    As a result of a company change of control the options, performance share
    rights and deferred share rights in Contact's employee equity scheme become
    exercisable. There are 2.9 million performance and deferred share rights with
    a zero exercise price, and 13.5 million options with exercise prices ranging
    from $5.22 to $5.94 per option. Participants have the opportunity to exercise
    their awards up until the lapse date of the options/share rights.
    
    "We thank Origin for their support over the last 11 years as we have
    reinforced Contact's position as a leading New Zealand-based energy company.
    Today marks the start of an exciting new phase in Contact's history. Our
    focus remains unchanged regarding the safe operation of our business,
    providing customers with the quality of service and products they expect and
    creating long-term value for our shareholders" said Phil Pryke, Contact's
    interim Chair.
    
    ENDS
    
    This announcement does not constitute an offer to sell, or the solicitation
    of an offer to buy, any securities in the United States. Contact's Ordinary
    Shares have not been, nor will be, registered under the U.S. Securities Act
    of 1933, as amended (Securities Act) or the securities laws of any state or
    other jurisdiction of the United States.  Contact's Ordinary Shares may not
    be offered or sold in the United States, unless they have been registered
    under the Securities Act, or are offered and sold in a transaction exempt
    from, or not subject to, the registration requirements of the Securities Act
    and applicable U.S. state securities laws.
    
    This announcement may not be sent or distributed to persons in the United
    States.
    Media enquiries:  Nicholas Robinson 027 705 3831.
    Investor enquiries:  Fraser Gardiner 021 228 3688.
    End CA:00267893 For:CEN    Type:GENERAL    Time:2015-08-04 08:58:19
    				
 
Add to My Watchlist
What is My Watchlist?
A personalised tool to help users track selected stocks. Delivering real-time notifications on price updates, announcements, and performance stats on each to help make informed investment decisions.
arrow-down-2 Created with Sketch. arrow-down-2 Created with Sketch.