Clough Executives Agreement for Complete Takeover by Murray & Roberts

Clough Limited announced Thursday that it has executed a binding Scheme Implementation Agreement (SIA) with its majority shareholder Murray & Roberts Holdings Limited and its wholly owned subsidiary Murray & Roberts Pty Ltd (together Murray & Roberts) to implement the previously announced proposal by Murray & Roberts to acquire all the outstanding shares that it does not already own in Clough (Proposal).

The Proposal is to be implemented by way of a Scheme of Arrangement between Clough and its shareholders (Scheme).

If the Scheme is approved by the requisite majorities of Clough shareholders and becomes effective, Clough shareholders will receive $1.32 (AUD 1.46) cash per share, which is expected to comprise:

  • Scheme Consideration: a cash payment of $1.19 (AUD 1.32) per share paid by Murray & Roberts; and
  • Special Dividend: a cash dividend payment of $0.13 (AUD 0.14) per share paid by Clough

The Special Dividend is expected to be fully franked. Clough shareholders who are able to capture the full benefit of the franking credit associated with the Special Dividend may realize an additional $0.05 (AUD 0.06) per share. The Special Dividend will be determined subject to the Scheme becoming effective.

Clough Chairman Keith Spence said:

“The Clough independent directors unanimously support the Proposal in the absence of a superior proposal and subject to the Independent Expert determining that the Scheme is in the best interests of Clough shareholders.

The total consideration to be received under the Proposal of $1.32 (AUD 1.46) represents a premium to the all-time high at which Clough shares have traded on the ASX and a 30.9 percent premium to the closing share price July 30 $1.00 (AUD 1.115) being the day prior to the announcement of the Proposal.


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