Announcement • Jul 05
Seven Group Holdings Limited (ASX:SVW) completed the acquisition of remaining 28.4% stake in Boral Limited (ASX:BLD). Seven Group Holdings Limited (ASX:SVW) made an offer to acquire remaining 28.4% stake in Boral Limited (ASX:BLD) for AUD 2 billion on February 19, 2024. Under the Merger Offer, SGH Bidder would acquire all of your Boral Shares for 0.1116 SGH Shares for each Boral Share and AUD 1.50 cash (the “Minimum Consideration”). The Merger Offer Consideration will increase by a further AUD 0.10 in cash if SGH Bidder reaches compulsory acquisition by achieving voting power of 90.6% or more. If both of these increases occur, SGH Bidder would acquire all of your Boral Shares for 0.1116 SGH Shares for each Boral Share and AUD 1.70 cash (the “Maximum Consideration”). The aggregate values of the Minimum Consideration and Maximum Consideration are AUD 6.05 and AUD 6.25 per Boral Share. SGH already has sufficient committed funding to make available to SGH Bidder to pay the Maximum Cash Offer Amount (and costs associated with the Offer) from a combination of SGH Group’s existing cash reserves (SGH has allocated cash of AUD 121 million out of its existing cash reserves for the purpose of partially funding the consideration under the Offer); committed and undrawn facilities under the SGH Corporate Loan Facility of AUD 765 million; AUD 240 million undrawn OEM facilities available to fund machines and rental equipment which are otherwise currently funded via the SGH Corporate Loan Facility; AUD 350 million undrawn master script loan agreements with three lenders of which AUD 200 million is currently permitted under the SGH Corporate Loan Facility with over AUD 1 billion of listed securities within the Group available to provide as security. SGH intends to enter into a transaction facility, SGH has received AUD 3 billion of “highly confident” commitments from domestic banks which are party to SGH’s current syndicated facility agreement, based on which it intends to enter into a new unsecured syndicated term loan bridge facility for up to AUD 400 million, to be provided to a related entity of SGH by a group of existing lenders to Corporate Loan Facility. The Board committee of Boral’s independent directors will communicate its recommended response to the SGH Offer in Boral’s Target’s Statement, which is expected to be dispatched to shareholders by March 19, 2024. The Target’s Statement will include an Independent Expert's Report opining on whether the Offer is fair and reasonable to Boral shareholders. At this stage, shareholders are advised to TAKE NO ACTION in response to the SGH Offer. The Offer scheduled to close on April 4, 2024. The Offer is not subject to any minimum acceptance condition. The Offer is only conditional upon the customary condition of no prescribed occurrences in relation to Boral. As of May 15, 2024, offer period extended to May 31, 2024. As of May 31, 2024 the offer period extended to June 28, 2024.Barrenjoey Advisory Pty Limited and Macquarie Securities (Australia) Ltd. acted as financial advisor, Herbert Smith Freehills acted as legal advisor and Boardroom Pty Limited acted as Transfer agent to Seven Group Holdings Limited and Allens acted as legal advisor and UBS Securities Australia Ltd financial advisor to Boral Limited. The fee for professional services paid or payable to Barrenjoey as financial adviser to SGH Bidder is up to AUD 3.5 million. The fee for professional services paid or payable to Macquarie Capital as financial adviser to SGH Bidder is up to AUD 3.5 million. The fee for professional services paid or payable to Herbert Smith Freehills as legal adviser to date is approximately AUD 450,000.Seven Group Holdings Limited (ASX:SVW) completed the acquisition of remaining 28.4% stake in Boral Limited (ASX:BLD) on July 4, 2024. Board Change • Jun 26
Less than half of directors are independent There are 6 new directors who have joined the board in the last 3 years. Of these new board members, 2 were independent directors. The company's board is composed of: 3 independent directors. 5 non-independent directors. Independent Non-Executive Director Jacqueline Chow was the last independent director to join the board, commencing their role in 2022. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Announcement • Jun 24
Boral Limited Announces Appointment of Gitanjali Bhalla and Robert Cotterill to the Board Boral Limited advised that Gitanjali Bhalla and Robert Cotterill have been appointed to the Board effective 24 June 2024. Announcement • May 18
Boral Limited(ASX:BLD) dropped from FTSE All-World Index (USD) Boral Limited(ASX:BLD) dropped from FTSE All-World Index (USD) Announcement • Apr 12
Boral Limited (ASX:BLD) announces an Equity Buyback for 55,154,421 shares, representing 5% for AUD 354.09 million. Boral Limited (ASX:BLD) announces a share repurchase program. Under the program, the company will repurchase up to 55,154,421 shares, representing 5% of company's issued share capital for AUD 354.09 million. The shares will be repurchased at no more than AUD 6.42 per share. The purpose of the program is to provide enhanced liquidity for company's shareholders. The program will be valid till April 24, 2025. As of April 11, 2024, the company had 1,103,088,419 shares in issue. Announcement • Mar 20
Seven Group Holdings Limited (ASX:SVW) cancelled the acquisition of remaining 28.4% stake in Boral Limited (ASX:BLD). Seven Group Holdings Limited (ASX:SVW) made an offer to acquire remaining 28.4% stake in Boral Limited (ASX:BLD) for AUD 2 billion on February 19, 2024. Under the Merger Offer, SGH Bidder would acquire all of your Boral Shares for 0.1116 SGH Shares for each Boral Share and AUD 1.50 cash (the “Minimum Consideration”). The Merger Offer Consideration will increase by a further AUD 0.10 in cash if SGH Bidder reaches compulsory acquisition by achieving voting power of 90.6% or more. If both of these increases occur, SGH Bidder would acquire all of your Boral Shares for 0.1116 SGH Shares for each Boral Share and AUD 1.70 cash (the “Maximum Consideration”). The aggregate values of the Minimum Consideration and Maximum Consideration are AUD 6.05 and AUD 6.25 per Boral Share. SGH already has sufficient committed funding to make available to SGH Bidder to pay the Maximum Cash Offer Amount (and costs associated with the Offer) from a combination of SGH Group’s existing cash reserves (SGH has allocated cash of AUD 121 million out of its existing cash reserves for the purpose of partially funding the consideration under the Offer); committed and undrawn facilities under the SGH Corporate Loan Facility of AUD 765 million; AUD 240 million undrawn OEM facilities available to fund machines and rental equipment which are otherwise currently funded via the SGH Corporate Loan Facility; AUD 350 million undrawn master script loan agreements with three lenders of which AUD 200 million is currently permitted under the SGH Corporate Loan Facility with over AUD 1 billion of listed securities within the Group available to provide as security. SGH intends to enter into a transaction facility, SGH has received AUD 3 billion of “highly confident” commitments from domestic banks which are party to SGH’s current syndicated facility agreement, based on which it intends to enter into a new unsecured syndicated term loan bridge facility for up to AUD 400 million, to be provided to a related entity of SGH by a group of existing lenders to Corporate Loan Facility. The Board committee of Boral’s independent directors will communicate its recommended response to the SGH Offer in Boral’s Target’s Statement, which is expected to be dispatched to shareholders by March 19, 2024. The Target’s Statement will include an Independent Expert's Report opining on whether the Offer is fair and reasonable to Boral shareholders. At this stage, shareholders are advised to TAKE NO ACTION in response to the SGH Offer. The Offer scheduled to close on April 4, 2024. The Offer is not subject to any minimum acceptance condition. The Offer is only conditional upon the customary condition of no prescribed occurrences in relation to Boral.
Barrenjoey Advisory Pty Limited and Macquarie Securities (Australia) Ltd. acted as financial advisor, Herbert Smith Freehills acted as legal advisor and Boardroom Pty Limited acted as Transfer agent to Seven Group Holdings Limited and Allens acted as legal advisor and UBS Securities Australia Ltd financial advisor to Boral Limited. The fee for professional services paid or payable to Barrenjoey as financial adviser to SGH Bidder is up to AUD 3.5 million. The fee for professional services paid or payable to Macquarie Capital as financial adviser to SGH Bidder is up to AUD 3.5 million. The fee for professional services paid or payable to Herbert Smith Freehills as legal adviser to date is approximately AUD 450,000.
Seven Group Holdings Limited (ASX:SVW) cancelled the acquisition of remaining 28.4% stake in Boral Limited (ASX:BLD) on March 19, 2024. 
