For personal use only
Not for distribution in the United States or to US Persons
ASX Announcement
Retail Entitlement Offer Booklet
3 March 2010
The following documents relating to the retail component of Lend Lease’s Entitlement Offer
will be mailed to Eligible Retail Securityholders today and are attached for release to the
market:
•
Retail Entitlement Offer Booklet
•
Sample Entitlement and Acceptance Form
A notification to ineligible retail securityholders will be released to ASX separately.
ENDS
For further information please contact:
Investor enquiries:
Sally Cameron
Group Executive Investor Relations
Ph: +61 2 9236 6464
Important Notice
This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities
in the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933 ("U.S. Securities Act”)) (“U.S. Persons”).
The securities to be issued in the capital raising have not been and will not be registered
under the U.S. Securities Act. Securities may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons, unless the securities have been registered
under the U.S. Securities Act, or in a transaction exempt from, or not subject to, the
registration requirements of the U.S. Securities Act.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
For personal use only
Retail Entitlement Offer
Lend Lease Corporation
Limited (ABN 32 000 226 228)
and
Lend Lease Responsible Entity
Limited (ABN 72 122 883 185)
in its capacity as responsible
entity for Lend Lease Trust
(ARSN 128 052 595)
(together referred to in this
Retail Entitlement Offer Booklet
as “Lend Lease”)
Not for distribution or release
in the United States or to
u.S. Persons.
This is an important document
which is accompanied by a
personalised Entitlement and
Acceptance Form and both
should be read in their entirety.
Please call your professional
adviser or the Lend Lease
Entitlement Offer Information
Line if you have any questions.
Details of a 5 for 22 renounceable pro-rata
Entitlement Offer of new Lend Lease stapled
securities (“New Securities”) at an offer price
of $7.70 per New Security
Retail Entitlement Offer closes at 5.00pm (AEDT)
on Wednesday, 24 March 2010
For personal use only
Contents
Chairman’s letter
Key dates
How to apply
ASX Announcements
– Equity Raising Presentation dated 25 February 2010
– Offer Announcement dated 25 February 2010
– Half Year Results Announcement dated 25 February 2010
– Institutional Offer Completion Announcement dated 1 March 2010
Additional information
Corporate directory
A
2
4
5
13
14
29
33
36
38
IBC
B
C
E
D
Important
information
F
No cooling off rights apply to
the Retail Entitlement Offer
– you cannot withdraw your
application once it has been
accepted.
This Retail Entitlement Offer
Booklet (“Booklet”) contains
certain “forward looking
statements”. Forward looking
statements can generally
be identified by the use of
forward looking words such as
“anticipate”, “believe”, “expect”,
“project”, “forecast”, “estimate”,
“likely”, “intend”, “should”, “will”,
“could”, “may”, “target”, “plan”
and other similar expressions.
Indications of, and guidance
Retail Entitlement Offer Lend Lease
or outlook on, future earnings,
distributions or financial
position or performance
are also forward looking
statements. The forward
looking statements contained
in this Booklet involve known
and unknown risks and
uncertainties and other factors,
many of which are beyond
the control of Lend Lease,
and may involve significant
elements of subjective
judgement and assumptions
as to future events which may
or may not be correct. Forward
looking statements may also
be based on estimates and
assumptions with respect to
future business decisions,
which are subject to change.
Actual results, performance
or achievements may vary
materially for many projections
because events and actual
circumstances frequently do
not occur as forecast and
these differences may be
material. Forward looking
statements are not guarantees
of future performance.
These statements may
assume the success of
Lend Lease’s business
strategies. The success
of any of these strategies is
subject to uncertainties and
contingencies beyond Lend
Lease’s control, including
uncertainties described in
the risk factors set out in
Appendix A “Key Investment
Risks” to the Equity Raising
Presentation included herein,
and no assurance can be
given that any of the strategies
will be effective or that the
anticipated benefits from the
strategies will be realised in the
period for which the forward
looking statements may have
been prepared or otherwise.
Readers are cautioned not
to place undue reliance on
For personal use only
G
forward looking statements
and Lend Lease assumes no
obligation to update or revise
such information to reflect
any change in expectations or
assumptions. The inclusion of
the forward looking statements
in this Booklet should not be
regarded as a representation,
warranty or guarantee with
respect to its accuracy or the
accuracy of the underlying
assumptions or that Lend
Lease will achieve, or is likely to
achieve, any particular results.
This Booklet and the
documents accompanying
this Booklet do not constitute
an offer to sell, or a solicitation
of an offer to buy, securities
in the United States or to, or
for the account or benefit of,
any U.S. Person (as defined
in Regulation S under the
U.S. Securities Act of 1933
(the “U.S. Securities Act”)
(“U.S. Person”)). Securities
may not be offered or sold in
the United States or to or for
the account or benefit of U.S.
Persons unless the securities
have been registered under the
Securities Act or an exemption
from registration under the
Securities Act is available.
The securities to be offered
and sold in the offer have not
been and will not be registered
under the Securities Act or the
securities laws of any state or
other jurisdiction of the United
States, and may not be offered
or sold in the United States or
to or for the account or benefit
of U.S. Persons unless the
securities are registered under
the U.S. Securities Act or in
accordance with an available
exemption from, or in a
transaction not subject to, the
registration requirements of the
Securities Act and any other
applicable securities laws.
AThe Pines Retirement
Village, Ellenbrook WA
BEkkA Showgrounds,
Brisbane
CBarangaroo Preferred
Scheme
D420 George/MidCity,
Sydney
EBarangaroo Public
Viewing Platform
FOpening of 313@somerset,
Singapore
GOpening of 313@somerset,
Singapore
1
For personal use only
Chairman’s
letter
2
3 March 2010
Dear Securityholder,
On behalf of the Boards of Lend Lease, I am
pleased to invite you to participate in the 5 for 22
Entitlement Offer of new Lend Lease stapled
securities (“New Securities”) at an offer price of
$7.70 (“Offer Price”) per New Security.
On 25 February 2010, Lend Lease delivered a
Statutory Profit after Tax for the half year ended
31 December 2009 of A$204.9 million, including net
investment property revaluations of A$17.0 million,
despite difficult economic conditions and currency
headwinds. The Boards of Lend Lease announced
a 100% franked dividend of 20 cents per stapled
security which will be paid on 31 March 2010.
Lend Lease also announced that its Operating Profit
after Tax for the full year ending 30 June 2010 is
expected to be broadly in line with the prior year
(before the impact of the equity raising).
Equity raising
The Entitlement Offer, which is fully underwritten,
will raise approximately $806 million.
On 1 March 2010, Lend Lease announced that it
had successfully raised a total of approximately
$434 million through the institutional component
of the Entitlement Offer (“Institutional Entitlement
Offer”). This letter relates to the retail component
of the Entitlement Offer (“Retail Entitlement Offer”),
which together with the Shortfall Bookbuild (as
defined below) will raise a further $372 million.1
Proceeds of the equity raising are to provide
flexibility to:
–– Increase equity participation in, and accelerate
selected major development pipeline projects;
–– Fund equity positions in identified PPP
opportunities; and
–– Secure targeted investment opportunities with
attractive return profiles.
Retail Entitlement Offer Lend Lease
Details of your Entitlement
Under the Retail Entitlement Offer, you have
three choices:
–– You may subscribe for your full entitlement of
5 New Securities for every 22 existing Lend
Lease stapled securities that you hold on the
Record Date (“Entitlement”); or
–– You may subscribe for some of your Entitlement
and renounce the balance; or
–– You may renounce all of your Entitlement.
If you take no action or your application is
not supported by cleared funds, you will be
deemed to have renounced your Entitlement.
If you renounce some or all of your Entitlement,
New Securities relating to your Entitlement
(together with New Securities relating to Entitlements
of renouncing institutions and Entitlements
which would otherwise have been available to
securityholders who are ineligible to participate in the
Entitlement Offer) will be sold via a single bookbuild
process after the close of the Retail Entitlement
Offer (“Shortfall Bookbuild”). It is expected that the
Shortfall Bookbuild will be completed on Monday,
29 March 2010.
Any premium over the Offer Price of $7.70 per New
Security that may be achieved under the Shortfall
Bookbuild will be paid (net of any withholdings
required by law) to you in cash in proportion to
the number of New Securities represented by
your renounced Entitlement. The benefit of a
single bookbuild process is that all renouncing
securityholders, whether retail, institutional or
ineligible, will receive the same value at the same
time for their renounced Entitlements. No assurance
can be given as to the price that will be achieved
under the Shortfall Bookbuild for the sale of New
Securities. There is also no guarantee that you will
receive any proceeds from the sale of Entitlements
that you do not take up.
New Securities issued under the Entitlement Offer
will rank equally with existing stapled securities
except that New Securities will not participate in
the interim distribution of 20 cents per stapled
security payable on Wednesday, 31 March 2010.
Adjusted for this distribution, the Offer Price
represents a 15.8% discount to the theoretical
ex-right price2 and an 18.7% discount to the
closing price on Wednesday, 24 February 2010.
In light of the Entitlement Offer, Lend Lease has
decided to suspend its Dividend Reinvestment
Plan in respect of the FY2010 interim dividend.
For personal use only
Retail Entitlement Offer Booklet
Further information
In this Retail Entitlement Offer Booklet you will find
the following:
–– Key dates for the Retail Entitlement Offer;
–– Instructions on “How to apply” setting out how
to accept all or part of your Entitlement if you
choose to do so;
–– ASX Announcements:
–– Equity Raising Presentation dated
25 February 2010;
–– Offer Announcement dated 25 February 2010;
–– Half Year Results Announcement dated
25 February 2010; and
–– Institutional Offer Completion Announcement
dated 1 March 2010;
–– Important information; and
–– A personalised Entitlement and Acceptance
Form which details your Entitlement, to be
completed in accordance with the instructions
provided on the Form and the instructions on
“How to apply”.
To participate in the Retail Entitlement Offer, you
need to ensure that your completed Entitlement and
Acceptance Form together with your payment of
Application Monies by cheque, bank draft or money
order are received by the Registry (at the address
specified on the Entitlement and Acceptance Form)
OR payment via BPAY®3 is received no later than:
–– 5.00pm (AEDT) on Thursday, 11 March 2010,
if you wish to participate in the initial allotment
of New Securities at the same time as Eligible
Institutional Securityholders on Monday,
15 March 2010; or
–– 5.00pm (AEDT) on Wednesday, 24 March 2010,
if you do not wish to participate in the initial
allotment, in which case your New Securities
will be allotted on Wednesday, 7 April 2010.
For further information regarding the Retail
Entitlement Offer please call the Lend
Lease Entitlement Offer Information Line on
1300 159 378 (within Australia) or +61 3 9415 4239
(from outside Australia) or visit our website at
www.lendlease.com.au.
For other questions, you should consult your broker,
solicitor, accountant, financial adviser or other
professional adviser. If you have any doubt about
whether you should invest in the Retail Entitlement
Offer, you should seek professional advice before
making any investment decision.
On behalf of the Boards of Lend Lease, I invite
you to consider this investment opportunity.
Yours sincerely
David Crawford AO
Chairman
Notes
1Subject to no termination
events arising under the
underwriting agreement
prior to settlement on
Friday, 12 March 2010 for
the Institutional Entitlement
Offer and Tuesday,
6 April 2010 for the Retail
Entitlement Offer and the
Shortfall Bookbuild.
2The theoretical ex-rights
price (“TERP”) is a
theoretical calculation
only and the actual price
at which Lend Lease
stapled securities trade
immediately after the
ex-date for the Entitlement
Offer will depend on many
factors and may not be
equal to the TERP.
3® Registered to BPAY Pty Ltd
ABN 69 079 137 518.
3
For personal use only
Key
dates
Event
Date
Institutional Entitlement Offer
Thursday, 25 February 2010 to
Friday, 26 February 2010
Record Date for the Entitlement Offer
7.00pm (AEDT) Tuesday, 2 March 2010
Retail Entitlement Offer opens
Wednesday, 3 March 2010
Last day for receipt of applications for early
settlement of the Retail Entitlement Offer
(“Early Retail Closing Date”)
5.00pm (AEDT) Thursday, 11 March 2010
Settlement of New Securities under the Institutional
Entitlement Offer and Retail Entitlement Offer
for applications received by the Early Retail
Closing Date
Friday, 12 March 2010
Allotment of New Securities issued under the
Institutional Entitlement Offer and Retail Entitlement
Offer for applications received by the Early Retail
Closing Date (“Initial Allotment”)
Monday, 15 March 2010
Normal trading of New Securities issued under
the Initial Allotment
Monday, 15 March 2010
Despatch of confirmation of issue for New
Securities under the Initial Allotment
Wednesday, 17 March 2010
Retail Entitlement Offer closes (“Final Retail Closing
Date”). Payments must be received by this time
5.00pm (AEDT) Wednesday, 24 March 2010
Shortfall Bookbuild
Monday, 29 March 2010
Interim distribution payment date1
Wednesday, 31 March 2010
Settlement of remaining New Securities under the
Retail Entitlement Offer and the Shortfall Bookbuild
Tuesday, 6 April 2010
Final allotment of New Securities under the
Retail Entitlement Offer and Shortfall Bookbuild
Securities (“Final Allotment”)
Wednesday, 7 April 2010
Normal trading of New Securities issued under the
Final Allotment expected to commence on ASX
Thursday, 8 April 2010
Despatch of confirmation of issue for New
Securities issued under the Final Allotment, and
proceeds (if any) from the Shortfall Bookbuild
expected to be despatched
Friday, 9 April 2010
Dates and times in this Retail Entitlement Offer Booklet are indicative only and subject to change. All times and dates refer to Australian
Eastern Daylight Time (AEDT) while in effect and otherwise to Australian Eastern Standard Time.
1 Interim distribution is not payable on New Securities.
Lend Lease reserves the right, subject to the Corporations Act 2001 (Cth) (“Corporations Act”), ASX Listing
Rules and other applicable laws to vary the dates of the Retail Entitlement Offer, including extending the
Retail Entitlement Offer or accepting late applications, either generally or in particular cases, or to withdraw
the Retail Entitlement Offer without prior notice. Applicants are encouraged to submit their personalised
Entitlement and Acceptance Forms as soon as possible after the Retail Entitlement Offer opens. Applicants
who make payment of Application Monies so that payment is received by Lend Lease by no later than
5.00pm (AEDT) on the Early Retail Closing Date on Thursday, 11 March 2010 will receive an early allotment
of New Securities on Monday, 15 March 2010. No cooling-off rights apply to applications submitted under
the Retail Entitlement Offer.
Enquiries
If you have any questions, please call the Lend Lease Entitlement Offer Information Line on 1300 159 378
(local call cost from within Australia) or +61 3 9415 4239 (from outside Australia) at any time from 8.30am
to 5.00pm (AEDT) Monday to Friday during the Retail Entitlement Offer period, or consult your stockbroker,
accountant or other independent professional adviser.
Website
www.lendlease.com.au
4
Retail Entitlement Offer Lend Lease
For personal use only
How to apply
5
For personal use only
How to apply
continued
6
1
2
The Retail Entitlement
Offer
Offer is renounceable
Eligible Retail Securityholders are being offered
the opportunity to subscribe for 5 new Lend
Lease stapled securities (“New Securities”) for
every 22 existing Lend Lease stapled securities
held at 7.00pm (AEDT) on Tuesday, 2 March 2010
(“Entitlement”), at the Offer Price of $7.70 per New
Security (“Retail Entitlement Offer”).
New Securities issued pursuant to the Retail
Entitlement Offer will be fully paid and rank equally
with existing Lend Lease stapled securities on issue,
except that New Securities will not participate in the
interim distribution of 20 cents per stapled security
payable on Wednesday, 31 March 2010.
Retail Entitlement Offer Lend Lease
Eligible Retail Securityholders can choose to
accept their Entitlements in whole or in part. The
New Securities in respect of those Entitlements
not taken up by Eligible Securityholders, and
those which would have been otherwise offered to
Ineligible Securityholders if they had been entitled
to participate in the Entitlement Offer, will be offered
for subscription to selected institutional investors via
the Shortfall Bookbuild to be conducted on Monday,
29 March 2010.
Any proceeds of sale realised through the Shortfall
Bookbuild over the Offer Price of $7.70 per
New Security (net of any withholdings required
by law) will be returned to renouncing Eligible
Securityholders and Ineligible Securityholders
in proportion to the number of New Securities
represented by their renounced Entitlements on or
around 9 April 2010. No assurance can be given as
to the price that will be achieved under the Shortfall
Bookbuild. There is also no guarantee that you will
receive any proceeds from Entitlements that you do
not take up.
The ability to sell New Securities under the Shortfall
Bookbuild and the ability to obtain any premium
will be dependent upon various factors, including
market conditions. Similarly, the Shortfall Bookbuild
price may not be the highest price offered but will
be determined by agreement between Lend Lease
and the underwriters having regard to a number
of matters, such as having binding and bona fide
offers which in the reasonable opinion of Lend
Lease and the underwriters will (if accepted) result
in allocations to dispose of all, or as many as
possible, New Securities offered for sale through
the Shortfall Bookbuild.
To the maximum extent permitted by law, neither
Lend Lease nor the underwriters or their respective
related bodies corporate, affiliates or the directors,
officers, employees or advisers of any of them, will
be liable, including for negligence, for any failure to
procure applications under the Shortfall Bookbuild
at a price in excess of the Offer Price of $7.70 per
New Security.
Any proceeds you receive as a result of the
Shortfall Bookbuild may have Australian and/or
overseas tax consequences for you, depending
on your individual circumstances. You should seek
professional tax advice regarding the taxation of
any proceeds received.
You should note that if you renounce all or
part of your Entitlement, then your percentage
securityholding in Lend Lease will be diluted by
your non-participation in the Retail Entitlement Offer.
For personal use only
3
4
Read the enclosed
information
Consider the Retail
Entitlement Offer in
light of your particular
investment objectives
and circumstances
Please read the information in this Booklet and the
personalised Entitlement and Acceptance Form.
The Retail Entitlement Offer is not being made under
a product disclosure statement or prospectus.
Rather, the Retail Entitlement Offer is being made
pursuant to provisions of the Corporations Act which
allow entitlement offers to be offered by providing
certain confirmations to the market. It does not
contain all of the information which may be required
in order to make an informed investment decision
regarding, or about the rights attaching to, the
New Securities.
As a result, before accepting or renouncing
your Entitlement of New Securities, you should
carefully read and understand the publicly available
information on Lend Lease and the Entitlement
Offer. In particular, please refer to the materials
contained in this Booklet, Lend Lease’s 2010
interim financial results, Annual Reports and other
announcements by Lend Lease made available
at www.lendlease.com.au or www.asx.com.au.
Please consult with your stockbroker, accountant,
tax adviser or other independent professional
adviser if you have any queries or are uncertain
about any aspects of the Retail Entitlement Offer.
In particular, please refer to the Appendix A
“Key Investment Risks” section of the Equity Raising
Presentation, which is included in this Booklet.
No Australian stamp duty is payable in respect of
the receipt of any payment as a result of allowing
Entitlements to expire.
7
For personal use only
How to apply
continued
8
5
6
What is my Entitlement?
What is the early
acceptance
opportunity?
Your Entitlement is set out on the accompanying
personalised Entitlement and Acceptance Form
and has been calculated as 5 New Securities for
every 22 Lend Lease stapled securities you held as
at the Record Date of 7.00pm (AEDT) on Tuesday,
2 March 2010, rounded up to the nearest whole
New Security. If you have more than one holding of
Lend Lease stapled securities, you will be sent more
than one personalised Entitlement and Acceptance
Form and you will have separate Entitlements for
each separate holding.
Retail Entitlement Offer Lend Lease
Eligible Retail Securityholders have the opportunity
to be allotted New Securities at the same time as
Eligible Institutional Securityholders on Monday,
15 March 2010 (“Initial Allotment”). To take
advantage of this opportunity, cleared funds must
be received by us by 5.00 pm (AEDT) on the Early
Retail Closing Date on Thursday, 11 March 2010.
Refer to Option 1 in Section 7 for further details.
Otherwise, the Retail Entitlement Offer closes at
5.00pm (AEDT) on the Final Retail Closing Date on
Wednesday, 24 March 2010, with New Securities
to be allotted on the Final Allotment date on
Wednesday, 7 April 2010.
For personal use only
7
Acceptance of the
Entitlement Offer
If you wish to take up all or part of your Entitlement
you have two options.
Option 1 – Early acceptance by
the Early Retail Closing Date
You have the opportunity to be allotted New
Securities on Monday, 15 March 2010 if you make
payment of Application Monies so that payment
is received by Lend Lease no later than 5.00pm
(AEDT) on the Early Retail Closing Date on Thursday,
11 March 2010. If you take up this option, you
must either:
–– pay by BPAY®, in which case you do not need
to submit your personalised Entitlement and
Acceptance Form. If your BPAY® payment is
not received by Lend Lease by 5.00pm (AEDT)
on the Early Retail Closing Date on Thursday,
11 March 2010, you will not be included in the
Initial Allotment of New Securities occurring on
Monday, 15 March 2010. For instructions on
how to pay by BPAY®, refer to Section 8
OR
–– complete and return the personalised Entitlement
and Acceptance Form with the requisite
Application Monies in the form of a cheque, bank
draft or money order so that your Entitlement and
Acceptance Form and cleared funds are received
by Lend Lease by no later than 5.00pm (AEDT)
on the Early Retail Closing Date on Thursday,
11 March 2010.
If cleared funds are not received by this time, the
Registry will retain your Application Monies and
process your application as part of the Retail
Entitlement Offer as though you submitted your
payment after the Early Retail Closing Date.
For instructions on payment by cheque, bank
draft or money order, refer to Section 9.
Option 2 – Acceptance after the
Early Retail Closing Date but by
the Final Retail Closing Date
Alternatively, you may choose to participate
by the Final Retail Closing Date (Wednesday,
24 March 2010). In this event New Securities
will be allotted to you on the Final Allotment date,
being Wednesday, 7 April 2010. If you take this
option, you must either:
–– pay by BPAY® so that your payment is received by
Lend Lease by 5.00pm (AEDT) on the Final Retail
Closing Date on Wednesday, 24 March 2010. If
you pay by BPAY® you do not need to submit your
personalised Entitlement and Acceptance Form.
For instructions on how to pay by BPAY®, refer to
Section 8
OR
–– complete and return the personalised
Entitlement and Acceptance Form with the
requisite Application Monies in the form of a
cheque, bank draft or money order so that
your personalised Entitlement and Acceptance
Form and payment are received by Lend Lease
by 5.00pm (AEDT) on the Final Retail Closing
Date on Wednesday, 24 March 2010.
For instructions on payment by cheque, bank draft
or money order, refer to Section 9.
No New Securities will be issued to you in respect
of an application if payment of the Application
Monies is not received by Lend Lease by 5.00pm
(AEDT) on the Final Retail Closing Date (Wednesday,
24 March 2010).
Lend Lease reserves the right (in its absolute
discretion) to reduce the number of New Securities
allocated to Eligible Retail Securityholders,
or persons claiming to be Eligible Retail
Securityholders, if their claims prove to be
overstated or otherwise incorrect or if they fail to
provide information to substantiate their claims.
9
For personal use only
How to apply
continued
10
8
9
How to pay by BPAY®
How to pay by
cheque, bank draft
or money order
For payment by BPAY®, please follow the instructions
on the personalised Entitlement and Acceptance
Form (which includes the Biller Code and your
unique Customer Reference Number (CRN)). You
can only make a payment via BPAY® if you are the
holder of an account with an Australian financial
institution that supports BPAY® transactions.
Please note that if you choose to pay by BPAY®:
–– you do not need to submit the personalised
Entitlement and Acceptance Form but are
taken to have made the declarations on that
personalised Entitlement and Acceptance
Form; and
–– if you do not pay for your full Entitlement, you are
deemed to have taken up your Entitlement in
respect of such whole number of New Securities
as is covered in full by your Application Monies.
When completing your BPAY® payment, please
be sure to use the specific Biller Code and unique
CRN provided on your personalised Entitlement
and Acceptance Form. If you receive more than
one personalised Entitlement and Acceptance Form,
please only use the CRN specific to the Entitlement
on that Form. If you inadvertently use the same CRN
for more than one of your Entitlements, you will be
deemed to have applied only for New Securities
on the Entitlement to which that CRN applies.
You should be aware that your financial institution
may implement earlier cut-off times with regards to
electronic payments and you should therefore take
this into consideration when making your payment.
It is your responsibility to ensure that funds
submitted through BPAY® are received by 5.00pm
(AEDT) on Thursday, 11 March 2010 if you wish to
be included in the Initial Allotment of New Securities
(as described in Section 7) or otherwise by 5.00pm
(AEDT) on Wednesday, 24 March 2010.
Retail Entitlement Offer Lend Lease
For payment by cheque, bank draft or money order,
you should complete your personalised Entitlement
and Acceptance Form in accordance with the
instructions on the Form and return it accompanied
by a cheque, bank draft or money order in Australian
currency for the amount of the Application Monies,
payable to “Lend Lease Entitlement Offer” and
crossed “Not Negotiable”.
Your cheque, bank draft or money order must be:
–– for an amount equal to $7.70 multiplied by the
number of New Securities that you are applying
for; and
–– in Australian currency drawn on an Australian
branch of a financial institution.
The completed Entitlement and Acceptance Form,
together with Application Monies, should be mailed
using the reply paid envelope provided with this
Booklet or otherwise mailed to the Registry at the
following address:
Lend Lease Entitlement Offer
c/o Computershare Investor Services Pty Limited
GPO Box 505
Melbourne VIC 3001
Australia
You should ensure that sufficient funds are held in
relevant account(s) to cover the Application Monies.
If the amount of your cheque for Application Monies
is insufficient to pay in full for the number of New
Securities you have applied for in your personalised
Entitlement and Acceptance Form, you will be taken
to have applied for such lower number of whole New
Securities as your cleared Application Monies will
pay for and to have specified that number of New
Securities on your personalised Entitlement and
Acceptance Form. Alternatively, your application
will not be accepted.
Cash payments will not be accepted. Receipts for
payment will not be issued.
For personal use only
10
11
Warranties made on
acceptance of the Retail
Entitlement Offer
Refunds
By completing and returning your personalised
Entitlement and Acceptance Form or making a
payment by BPAY®, you will be deemed to have
acknowledged, represented and warranted that
you, and each person on whose account you are
acting, are an Eligible Retail Securityholder (as
defined under the heading “Additional information”)
or otherwise eligible to participate.
By completing and returning your personalised
Entitlement and Acceptance Form or making a
payment by BPAY®, you will also be deemed to have
acknowledged, represented and warranted on your
behalf and on behalf of each person on whose
account you are acting that:
(a)you and each person on whose account you
are acting are not in the United States or a U.S.
Person, or acting for the account or benefit of
a U.S. Person, and are not otherwise a person
to whom it would be illegal to make an offer
of or issue of New Securities under the Retail
Entitlement Offer;
(b)the Entitlements and the New Securities have
not been and will not be registered under the
U.S. Securities Act or the securities laws of any
state or other jurisdiction in the United States,
or in any other jurisdiction outside Australia
or New Zealand and, accordingly, the New
Securities may not be offered, sold or otherwise
transferred except in accordance with an
available exemption from, or in a transaction
not subject to, the registration requirements of
the U.S. Securities Act and any other applicable
securities laws; and
(c)you and each person on whose account you are
acting have not and will not send any materials
relating to the Retail Entitlement Offer to any
person in the United States, or that is, or is acting
for the account or benefit, of a U.S. Person.
Any Application Monies received for more than your
final allocation of New Securities will be refunded on
or around Monday, 12 April 2010 (except for where
the amount is less than $1.00, in which case it will
be donated to a charity chosen by Lend Lease). No
interest will be paid to applicants on any Application
Monies received or refunded.
Refunds will be paid by cheque or direct credit in
accordance with the instructions the Registry holds
in respect of dividend payments.
11
For personal use only
How to apply
continued
12
12
13
Withdrawals
Confirmation of
your application and
managing your holding
You cannot, in most circumstances, withdraw
your application once it has been accepted.
Cooling-off rights do not apply to an investment
in New Securities.
Retail Entitlement Offer Lend Lease
You may access information on your holding,
including your Record Date balance and the issue
of New Securities from this Entitlement Offer,
and manage the standing instructions the Registry
records on your holding on the Investor Centre
website www.investorcentre.com.
To access the Investor Centre you will need your
SRN or HIN and pass the security challenge on
the site.
For personal use only
ASX
Announcements
13
ASX
Announcements
continued
Equity Raising Presentation dated 25 February 2010
For personal use only
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Capital Raising to Fund Growth
Entitlement Offer
25 February 2010
Securing long term value
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Disclaimer
This Presentation has been prepared by Lend Lease Corporation Limited (ABN 32 000 226 228) and Lend Lease Responsible Entity Limited (ABN 72 122 883 185), in its capacity as responsible entity of the Lend Lease Trust (ARSN 128 052 595) (Lend Lease).
Summary information
This Presentation contains summary information about Lend Lease and its subsidiaries (Lend Lease Group) and their activities current as at 25 February 2010. The information in this Presentation is of a general background nature and does not purport to be complete. It should be read in
conjunction
j ti with
ith LLendd LLease G
Group’s
’ other
th periodic
i di andd continuous
ti
di
disclosure
l
announcements
t llodged
d d with
ith th
the A
Australian
t li S
Securities
iti Exchange,
E h
which
hi h are available
il bl att www.asx.com.au.
Not financial product advice
This Presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire Lend Lease securities 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 legal and taxation advice appropriate to their jurisdiction. Cooling off rights do not apply to the acquisition of Lend
Lease securities.
Statements made in this Presentation are made as at the date of the Presentation unless otherwise stated.
Financial data
All dollar values are in Australian dollars (A$) unless stated otherwise and financial data is presented within the financial period end of 31 December 2009 unless stated otherwise. 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.
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.
Future performance
This presentation contains certain “forward looking statements”. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “believe”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “will”, “could”, “may”, “target”, “plan”
and other similar expressions. Indications of, and guidance or outlook on, future earnings, distributions or financial position or performance are also forward looking statements. The forward looking statements contained in this booklet involve known and unknown risks and uncertainties and
other factors, many of which are beyond the control of Lend Lease, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward looking statements may also be based on estimates and assumptions with
respect to future business decisions, which are subject to change. Actual results, performance or achievements may vary materially for many projections because events and actual circumstances frequently do not occur as forecast and these differences may be material. Forward looking
statements are not guarantees off ffuture performance.
f
Th
These statements may assume the
h success off Lend
L d LLease’s
’ bbusiness
i
strategies.
i The
Th success off any off these
h
strategies
i iis subject
bj to uncertainties
i i andd contingencies
i
i bbeyondd LLendd LLease’s
’ control,l iincluding
l di uncertainties
i i described
d
ib d iin the
h
risk factors set out in Appendix A “Key Investment Risks”, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or
otherwise. Readers are cautioned not to place undue reliance on forward looking statements and Lend Lease assumes no obligation to update or revise such information to reflect any change in expectations or assumptions. The inclusion of any forward looking statement in this
presentation should not be regarded as a representation, warranty or guarantee with respect to its accuracy or the accuracy of the underlying assumptions or that Lend Lease will achieve, or is likely to achieve, any particular results.
Investment risk
An investment in Lend Lease securities is subject to investment and other known and unknown risks, some of which are beyond the control of Lend Lease Group, including possible delays in repayment and loss of income and principal invested. Lend Lease does not guarantee any
particular rate of return or the performance of Lend Lease Group, nor does it guarantee the repayment of capital from Lend Lease or any particular tax treatment. Persons should have regard to the risks outlined in this Presentation.
Not an offer
Thi P
This
Presentation
t ti ddoes nott constitute
tit t an offer,
ff iinvitation
it ti or recommendation
d ti tto subscribe
b ib ffor or purchase
h
any security
it andd neither
ith this
thi P
Presentation
t ti nor anything
thi contained
t i d iin it shall
h ll fform th
the bbasis
i off any contract
t t or commitment.
it
t A prospectus
t or product
d t disclosure
di l
statement
t t
t in
i relation
l ti to
t th
the
offer outlined in this Presentation will not be issued in Australia and will not be lodged or registered with any regulatory body in another country. This Presentation is not intended to be, and does not constitute, a prospectus, product disclosure statement, short-form prospectus or profile
statement as those terms are defined in the Corporations Act.
In particular, this Presentation does not constitute an offer to sell or a solicitation of an offer to buy, securities in the United States or to any "U.S. person" (as defined in Regulation S under the Securities Act of 1933 (the "U.S. Securities Act")). This document may not be distributed or
released in the United States or to, or for the account or benefit of, any U.S. Person. The securities in the proposed offering have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly,
the securities in the proposed offering may not be offered, or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws.
Underwriters and advisors
The underwriters and advisors associated with the capital raising referred to in this presentation have not authorised
authorised, permitted or caused the issue
issue, lodgement
lodgement, submission
submission, dispatch or provision of this Presentation and do 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 and advisors. The Underwriters and advisors and their affiliates, officers and employees, to the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no
representations regarding, and take no responsibility for, any part of this Presentation and make no representation or warranty as to the currency, accuracy, reliability or completeness of information.
Additional disclosures
Additional disclosures for prospective investors in jurisdictions outside Australia are contained in Appendix B.
2
14
Retail Entitlement Offer Lend Lease
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
Capital Raising and Rationale
p Raising
g
Capital
Background to
Capital
p Raising
g
ƒ A$806 million pro-rata Single-bookbuild Accelerated Renounceable Entitlement
Offer
ƒ
In May 2009 Lend Lease announced the intention to invest A$1b-A$2b of capital over 3 yrs
ƒ
Acquisition of Lend Lease Primelife, ING Retail and recently secured development
opportunities accounts for a total A$1.8b of allocated capital
ƒ
Six recently secured development projects have an anticipated end value in excess of
~A$12b
ƒ
Recent project wins, acquisitions and the capital raising significantly enhance the strategic
positioning of the Group
ƒ
Investments in new projects are targeted to be in excess of the Group’s cost of equity, driving
g ggrowth and creatingg value over the medium term
earnings
ƒ
Proceeds of the capital raising are to provide flexibility to:
ƒ Increase equity participation in, and accelerate selected major development
pipeline
i li projects
j t
ƒ Fund equity positions in identified PPP opportunities; and
ƒ Secure targeted investment opportunities with attractive return profiles
Rationale for
Capital Raising
3
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Recent Acquisitions
Three acquisitions completed recently – A$1.2b capital deployed
Recent Acquisitions
Privatisation of
Lend
L d Lease
L
Primelife
P i lif
(investment ~A$0.9b); and
Acquisition of the A$1.4b
ING Retail Fund
(investment ~A$0.2b)
Acquisition of
the PTN portfolio
(investment ~A$0.1b)
9 Secured market leading position in the retirement sector
9 Led bid consortium with quality capital partners
9 Acquired at a discount to underlying asset value
9 Considerable synergies across business – retail
management development and construction
management,
9 Assets could be recycled to
3rd
party capital partners
9 Considerable synergies across business
9 Further establishes Lend Lease as a leading retail manager
9 High yield transaction
Transaction synergies across operating platform
4
15
ASX
Announcements
continued
Equity Raising Presentation dated 25 February 2010
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Recent Project Wins
For personal use only
Lend Lease has been successful in securing key projects
Recent project wins offer potential for attractive returns –
Lend Lease intends to commit additional capital
Development Project Wins1
9 Preferred developer for
Barangaroo 1st stage
(end value ~A$6b)
9 Preferred developer for
RNA
(end value ~A$2.5b)
9 Two Melbourne apartment
developments
(end value ~A$0.9b)
1Images
9 Preferred developer for 1st stage
of the Alkimos development
(end value ~A$0.4b)
9 Regeneration of
Elephant & Castle
(end value ~A$2.7b)
5
are indicative only
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Rationale for Lend Lease Investment Strategy
Why now? The right time in the cycle to make investments
Lend Lease’s Hurdle Rates
Right point in the property cycle for investment1
Strong cost &
capital
management
Develop &
maximise
growth
Maximise
capital
recycling
Type of Project
Land (Master Planned
Communities)
Apartments
UK
Commercial
US
Retail
AUS
Invest &
replenish
portfolio
Lend Lease considers this to be the right time to invest
and grow our pipeline
f New
Hurdle Rates for
Projects
(Ungeared IRR, Pre-Tax)2
17 – 30%
Retirement
17 - 24%
Public Private Partnerships (PPP)
12 - 18%
Hurdle rates are dependent on specific risks such as
market, credit and development risk
1 The
diagram is illustrative only. It reflects internal views of general market trends which are based on subjective judgements, assumptions and external data. Investors should not place undue reliance on this.
returns may vary materially from hurdle rates. Hurdle rates are not forecasts and should not be viewed as such. They involve significant elements of subjective judgement and assumptions as to future events which may
or may not be correct.
2 Actual
16
Retail Entitlement Offer Lend Lease
6
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Identified Capital Opportunities
For personal use only
Accelerating growth opportunities of Lend Lease
Identified potential capital opportunities of ~$1.6b
Secured development projects
1
2
PPP opportunities
3
Targeted new developments
ƒ 6 projects secured in the last 6 months with
anticipated end value in excess of ~A$12b
A$12b
ƒ Lend Lease applies a ‘capital-light’ model to
development projects but will invest capital
where returns are compelling
p
ƒ Securityy holder returns could be improved
through both accelerating developments
and increasing investment participation in
key projects
ƒ Target returns are higher than the Group’s
costt off equity
it
ƒ Public Private Partnerships (PPPs) are a
key growth area
ƒ Identified opportunities with a project
value of ~A$23b
ƒ To date Lend Lease has:
- 18 operating projects with a total
project value of ~A$3.2b
- 5 projects under development with a
total project value of ~A$1.0b
- Shortlisted1 on 10 projects with a total
project value of ~A$5.0b
ƒ Lend Lease has a track record of
securing new development opportunities
ƒ Current opportunities are focused in
Australia and include:
- Mixed use development in central
Sydney and a large mixed use
development in SE Qld (anticipated
end value +A$1b)
- Replenishing and accelerating the
Delfin pipeline in key growth corridors
- Building the apartments portfolio
- Continued development within Lend
Lease Primelife retirement
communities
Opportunity to invest ~A$0.8b of
capital
Opportunity to invest ~A$0.5b of
capital
Opportunity to invest ~A$0.3b of
capital
1Shortlisted
projects include projects where Lend Lease is 1 of 2 or 3 bidders.
7
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Secured development projects
1
Potential to increase exposure to selected projects
Incremental
Investment1,2
Share of
Project3
(%)
Expected to
Commence4
Expected to
Complete4
Melbourne
A$150m - A$200m
~50
Jul 2010
Jun 2014
Sydney
A$75m - A$100m
~50
Jan 2011
Mar 2014
Brisbane
A$50m – A$75m
~50
Dec 2010
May 2013
Melbourne
A$50m – A$75m
~50
Jun 2011
Sep 2012
Sydney
A$325m – A$375m
~50
Jun 2011
Dec 2013
Brisbane
A$50m - A$75m
~50
Dec 2010
Jul 2012
Selected Projects
Apartments
Commercial
Total
Indicative
Returns5
Each
development
opportunity
has a hurdle
rate of
greater than
~20%
(ungeared
(ungeared,
pre-tax
basis)
~A$700m - ~A$900m
1Projects
are assumed to be geared at 30%
2Capital opportunities are indicative only and are subject to change.
3Indicative share only Lend Lease reserves the right to change its investment in any of the selected projects.
4Commencement and completion dates are subject to change and will vary depending on but not limited to conditions in the market, availability of construction resources and other factors.
5 Actual returns may materially vary from indicative returns. Indicative returns are not forecasts and should not be viewed as such. They involve significant elements of subjective judgement and assumptions as to future events which may or may not
be correct.
8
17
Equity Raising Presentation dated 25 February 2010
ASX
Announcements
continued
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
1
Secured development projects
The Group has not changed its approach to development
Approach to
Development
p
Projects
Funding of
Developments
Capital
recycling
ƒ Market timing: Assess the market cycle and supply/demand fundamentals
ƒ Risk mitigation:
ƒ Tenancy pre-commitments
ƒ Apartment pre
pre-sales
sales
ƒ Bovis Lend Lease expertise in pricing construction
ƒ Fixed price contracts with external parties
ƒ
ƒ
ƒ
ƒ
Lend Lease takes varying equity positions in development projects
3rd party equity is a source of development project funding
Debt is utilised at the appropriate gearing level for each project
p
to developments
p
is balanced with the right
g mix of capital
p sources
Exposure
ƒ Lend Lease will continue to recycle capital at the appropriate time in the property cycle
ƒ Capital recycling will be a source of capital for project development over the long term
Lend Lease will continue to secure opportunities applying its key development principles
9
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
2
PPP Opportunities
Identified new PPP opportunities (~A$23b of total project value)
Identified opportunities of ~A$9
~A$9.6b
6b in project value
Created Capella Capital JV, secured SA schools
1 project under development with value of ~A$0.2b
Shortlisted on 2 projects, project value of ~A$2.8b
Australia
ƒ
ƒ
ƒ
ƒ
Canada
ƒ Identified opportunities of ~A$3.0b in project value
ƒ Actus team from the US is pursuing opportunities
ƒ Shortlisted on 2 projects, project value of ~A$0.7b
UK
Europe
ex. UK
ƒ Identified opportunities of ~A$5
~A$5.6b
6b in project value
ƒ Deep market expertise with 17 operational
projects, 4 under development with value ~A$3.6b
ƒ Shortlisted on 3 projects, project value of ~A$0.8b
ƒ Identified opportunities of ~A$4.9b in project value
ƒ 1 project operational, project value of ~A$0.4b
ƒ Shortlisted on 3 projects, project value ~A$0.7b
pp
y considerations
Keyy PPP opportunity
ƒ Lend Lease focuses predominantly on social PPPs without taking patronage risk
ƒ Lend Lease is shortlisted on 10 projects anticipated to reach financial close by May 2011 with a total project value of ~A$5.0b
ƒ Availability of capital to fund commitments is a key success factor in winning bids
Opportunity to invest ~A$0.5b of capital
EUR/AUD conversion at A$1.5754, GBP/AUD conversion at A$1.8040, CAD/AUD conversion at A$1.0695.
Shortlisted projects include projects where Lend Lease is 1 of 2 or 3 bidders.
18
Retail Entitlement Offer Lend Lease
10
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
3
Targeted new developments
Intention to continue growth in Australian pipeline
Market
Attractiveness
ƒ Right time in the cycle to invest in
development properties in Australia
ƒ Australian residential property market
continues to strengthen
ƒ Lend Lease wants to continue building its
pipeline to maximise future returns
Examples of targeted new developments
Mixed Use
ƒ A further 2 potential projects currently
identified, 1 in SE Qld and 1 in central
Sydney
ƒ End value for these projects A$1b+
Delfin Lend
Lease
ƒ Attractive time to replenish the Delfin
pipeline in key growth corridors
Vivas Lend
Lease
ƒ Opportunity to build an apartments
pipeline at attractive land prices
Lend Lease
R ti
Retirement
t
ƒ Potential to develop sites in conjunction
with Delfin
ƒ Opportunities of ~A$300m exist today
Examples of current projects
9 Varsity
Varsit Lakes,
Lakes QLD
9 Serrata,
Serrata VIC
Opportunity to invest A$0.3b of capital
11
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Capital employment opportunities
Potential capital investment pipeline
Targeted Capital Investment
Secured development
projects
~A$0.8b
Additional Capital Sources
9 Equity raising A$806m
9 Cashflow from operations
PPP opportunities
~A$0 5b
~A$0.5b
9 Capital recycling in
improving conditions
9 Debt facilities
Targeted new
developments
~A$0.3b
9 3rd party capital providers
~A$1.6b
Capital structure post raising and ‘capital-light’ model provides flexibility to continue to pursue
attractive growth opportunities
12
19
ASX
Announcements
continued
Equity Raising Presentation dated 25 February 2010
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
Impact on Balance Sheet
Ke Balance Sheet Items (A$m)
Key
Cash
31 Dec 09
Capital Raising
Net of Costs
Pro Forma
968
788
1,756
Total tangible assets (excluding cash)
8,111
8,111
Intangible Assets
Total Assets
688
9,767
688
10,555
(1,549)
(1,549)
(169)
(169)
(1,718)
(1,718)
Debt
Other non-current financial liabilities
Gross Debt
Net Cash/(Debt)
(750)
38
Net Tangible Assets Per Security ($)
3.99
4.65
Gearing (net debt to TTA less cash)
9.2%
N/A
ƒ Pro-forma net debt reduces to zero
ƒ Gearing not anticipated to exceed 15% over the medium term
13
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Offer Details
Single-bookbuild Accelerated Renounceable Entitlement Offer (SAREO)
ƒ
ƒ
ƒ
ƒ
ƒ
Key Terms
Shortfall Bookbuild
Fully underwritten 5 for 22 pro-rata accelerated renounceable entitlement offer raising A$806m
$
pper new securityy
104.7m new securities at A$7.70
18.7% discount to last close (A$9.47)1, 15.8% discount to Theoretical Ex-Rights Price (“TERP”)2 (A$9.14)2
Record date of 2 March 2010 (7pm AEDT)
Rank equally with existing securities, but will not be entitled to the current interim distribution of 20cps
ƒ Renounced institutional and retail entitlements and entitlements of ineligible Securityholders to be sold in a
single bookbuild after the Retail Offer period (on 29 March 2010)
ƒ Any proceeds in excess of the Entitlement Offer price will be paid to renouncing and ineligible Securityholders
1Last close as at 24 February 2010, adjusted for interim distribution of 20cps.
2TERP adjusted for interim distribution of 20cps. TERP is the theoretical price at which Lend Lease securities would trade immediately after the ex-date of the entitlement offer and takes into account the number of new securities to be issued.
The TERP is a theoretical calculation only and the actual price at which Lend Lease securities trade immediately after the ex-date for the entitlement offer will depend on many factors and may not be equal to the TERP.
14
20
Retail Entitlement Offer Lend Lease
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
Timetable
Thursday, 25 February
• Trading halt
• Institutional Entitlement Offer opens
Friday, 26 February
• Institutional Entitlement Offer closes
Monday,
y, 1 March
• Securities re-commence tradingg on the ASX
Tuesday, 2 March
• Record date for Entitlement Offer (7pm AEDT)
Wednesday, 3 March
• Retail Entitlement Offer opens
Thursday, 11 March
• Early Retail Entitlement Offer close (5pm AEDT)
Friday, 12 March
• Institutional Entitlement Offer and Early Retail Entitlement Offer
settlement
Wednesday, 24 March
• Retail Entitlement Offer closes (5pm AEDT)
Monday, 29 March
• Single Institutional and Retail Shortfall Bookbuild
Tuesday, 6 April
• Retail Entitlement Offer and Shortfall Bookbuild settlement
Note: Dates and times are indicative only and subject to change. All dates and times refer to Australian Eastern Daylight Time (AEDT) while in effect and otherwise to Australian Eastern Standard Time. Lend Lease and the Underwriters
reserve the right to vary the dates and times of the Offer, which includes closing the offer early, without prior notice.
15
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Conclusion
Continuation of Group’s Current Strategy
Offer allows Investment in Existing
g and Future Growth Opportunities
pp
at the Right
g Time
in the Cycle
Creating Long Term Securityholder Value
16
21
ASX
Announcements
continued
Equity Raising Presentation dated 25 February 2010
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
General Business and Market Risks
Overview
•
)
This section identifies some of the keyy investment risks associated with an investment in the Lend Lease Group ((the Group).
•
When considering the Offer, you should consider the risks identified below, together with all other information in this Presentation and publicly available, and consult your professional advisors. This
does not purport to be an exhaustive list of all the risk factors that may impact the future financial performance of the Group.
General Business and Market Risks
General economic conditions
•
Changes in prevailing economic conditions in Australia and other countries where the Group operates will impact (either favourably or unfavourably) on the Group’s businesses, and possibly the
market price of Stapled Securities.
•
Relevant economic factors will include changes in interest rates and inflation, changes in gross domestic product and economic growth, employment levels and consumer spending, consumer and
investment sentiment and property market volatility. The global financial crisis continues to impact these factors to varying extents in different geographies.
Market price risks
•
The market price of Stapled Securities and future distributions made to securityholders will be influenced by a number of factors including: general movements in interest rates; the Australian and
international investment markets; international economic conditions; global geopolitical events and hostilities; investor perceptions; inflation; changes to the compilation of indices; changes in
government, fiscal, monetary and regulatory policies and broader movements in the indices applicable to the Group. Such factors may also influence the Group’s operational and financial
performance.
Funding
•
The property investment and development sector is capital intensive. The ability of the Group to raise funds (equity or debt) on acceptable terms will depend on a number of factors including capital
market conditions, general economic and political conditions, the Group’s performance, and credit availability. Changes in the cost of current and future borrowings and equity raisings may impact
the earnings of the Group, and impact the availability of funding for new projects or increase refinancing risks as debt facilities mature.
Debt covenants
•
The Group has various covenants in relation to its debt facilities, including interest cover, gearing, negative pledge and LVR requirements. While there is considerable head-room to covenants,
factors such as falls in asset values and the inability to achieve timely asset sales at prices acceptable to Lend Lease could lead to a breach of debt covenants
covenants. In such an event
event, Lend Lease
Lease’ss
lenders may require their loans to be repaid immediately.
•
Other covenants relate to change of control events. In the event a change of control occurs, a review event in some facilities may be triggered and may result in debt becoming immediately due for
payment.
17
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
General Business and Market Risks (continued)
Property market risks
•
g will be subject
j to prevailingg propertyy market conditions in the countries and sectors where the Group operates and its abilityy to execute its strategy.
gy
The Group’s earnings
•
Increases in supply (or falls in demand) or adverse changes in prevailing market sentiment in any of the sectors of the property market in which the Group operates or invests may adversely affect
earnings.
•
These factors may adversely affect the value of and returns generated from property investments, management and development and construction projects undertaken by the Group from time to
time, and may influence the acquisition of sites, the timing and value of sales, and the carrying value of projects and income producing assets.
•
Property markets in different geographies are currently in differing cycles, following the global financial crisis. There are market uncertainties which are difficult to predict. These uncertainties may
impact proposed recycling off assets and the level off development and construction activity and counterparty risk, but may also present opportunities. The Group
G
will continue to monitor the markets,
seeking to implement strategies to minimise adverse impacts and take advantage of opportunities.
Property values
•
Unanticipated factors influencing the value of investment property or the realisable value of development trading stock, such as those listed below, could impact on future earnings:
– The capitalisation rates that are considered appropriate by professional valuers, for the income producing properties held by Lend Lease, in response to changes in market conditions. A
sustained downturn in the property market may result in a lower reported profit and a higher debt/equity ratio for Lend Lease;
– Changes in the conditions of town planning consents applicable to Lend Lease projects, as a consequence of the unpredictable nature of council policies;
– Variances in the cost of development as a consequence of the imposition of levies by state and local government agencies;
– The presence of previously unidentified threatened flora and fauna species, which may influence the amount of developable land on major projects;
– The activities of resident action groups;
– Native title claims;
– Land resumptions for roads and major infrastructure, which cannot be adequately offset by the amount of compensation eventually paid; and
– Changes to the value of property developments currently in progress due to changes in market conditions.
Potential liquidity
•
Property assets are by their nature illiquid investments
investments. Therefore
Therefore, it may not be possible for Lend Lease to dispose of assets in a timely manner.
manner To the extent that Lend Lease invests in properties
for which there may be only a limited number of potential investors, the realisable value of those assets may be less than the fair value.
18
22
Retail Entitlement Offer Lend Lease
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
General Business and Market Risks (continued)
Exchange rates
•
The Group earns income denominated in manyy currencies, includingg AUD, GBP, USD, SGD and EUR.
•
The financial performance and asset values of the Group may be adversely affected by exchange rate movements or to the extent that exchange rate movements are not hedged, or exposures
hedged do not eventuate. The financial impact on the Group in these situations would depend on the exchange rate movement that occurs.
Defined benefit pension schemes
•
Lend Lease believes its current contribution rates to defined benefit schemes are fairly disclosed in the Group Financial Statement. However, a deterioration in equity and financial markets or
actuarial assumptions around life expectancy may have an adverse impact on the value of the assets held by the pension schemes. If this occurs, the Group may need to reassess its level of
contributions to its pension schemes so as to ensure the capacity off the schemes to meet their future
f
liabilities, which may have an adverse impact on the financial
f
performance
f
off the G
Group.
Employees
•
The loss of key management personnel who have particular expertise, or the inability to attract new qualified personnel may influence future earnings
Conflicts of interest with joint venture partners
•
The Group currently undertakes joint ventures on development projects and asset ownership.
•
At times, major decisions are required to be made in respect of these joint venture arrangements (eg redevelopment and refurbishment, refinancing, the sale of assets or surplus land, the purchase
of additional land and bid pricing). The interests of the Group may not always be the same as those joint venture partners in relation to these matters.
•
Some of these agreements contain buy/sell provisions which may be triggered by a joint venture party and may require the Group to determine whether to retain or sell its interest in the joint
venture.
•
In addition, pre-emptive provisions or first rights of refusal may apply to sales or transfers of interests in co-owned assets and businesses. These provisions may work to the disadvantage of the
G
Group
bbecause, among other
th thi
things, th
the G
Group might
i ht bbe required
i d tto make
k ddecisions
i i
about
b t bbuying
i or selling
lli iinterests
t
t iin th
these assets
t andd bbusinesses
i
att a titime th
thatt iis di
disadvantageous
d t
tto itit.
•
While the majority of the Group’s joint venture partners are large corporates or institutional investors, there is a risk that they may default on their obligations or otherwise act in a manner which
adversely affects the Group.
19
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
General Business and Market Risks (continued)
Environment
•
g of environmental risks including:
g soil and water contamination; construction ((lead paint, asbestos, PCBs);
) cultural heritage
g (aboriginal);
(
g ) flora
The Group will from time to time, be exposed to a range
and fauna (native vegetation, endangered species); and greenhouse gases.
•
In addition, there is a risk that property owned or projects undertaken by the Group from time to time may be contaminated by materials harmful to human health (such as asbestos and other
hazardous materials). In these situations, the Group may be required to undertake remedial works on contaminated sites and may be exposed to third party compensation claims and other
environmental liabilities.
•
Although the Group is not currently aware of any material risks other than the World Trade Centre litigation disclosed below, there is a risk of the discovery of, or incorrect assessment of costs
associated with,
with environmental contamination on any of the Group
Group’ss projects,
projects assets or sites
sites.
Climate change and climatic conditions
•
Lend Lease’s failure to adequately respond to the impact of climate change and associated legislative requirements could result in litigation (if reporting requirements are not met), reduced profit due
to the impact of increased costs associated with energy efficiency and other costs associated with upgrading existing buildings to comply with new building codes. Lend Lease would also be
adversely impacted by a loss of market share if building designs do not address community expectations or match competitor products on sustainability issues.
•
g adverse weather conditions mayy result in delays
y in construction and ppossiblyy deferral of revenue and pprofit recognition.
g
Prolonged
Insurance
•
The Group purchases a suite of insurances that provide a degree of protection for their assets, liabilities and people. Such policies include material damage of assets, contract works, general and
professional liability and workers’ compensation.
•
There are however, certain risks which are uninsurable (eg nuclear, chemical or biological incidents) or risks where the deductibles may be higher, breadth of cover reduced and/or the limits lower
(such as from cyclone and earthquake).
•
Additionally, the Group will face risks associated with the financial strength of its insurers to meet their indemnity obligations when called upon, which may adversely affect earnings.
•
While the Group maintains insurance coverage it is involved in a number of disputes where insurance coverage is yet to be determined, which may adversely affect the Group’s assumed outcome
position.
Accounting standards
•
g to Australian Accountingg Standards could affect Lend Lease’s reported
p
earnings
g pperformance in anyy ggiven pperiod and its financial pposition from time to time.
Changes
20
23
ASX
Announcements
continued
Equity Raising Presentation dated 25 February 2010
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
General Business and Market Risks (continued)
Competition
•
g
in the countries in which the Group operates. The Group also operates with the threat of new competition enteringg the market.
The Group faces competition from other organisations
•
Competition may lead to an over supply through over-development, or to prices for existing properties or services being impacted by competing bids. The existence of such competition may have an
adverse impact on the Group’s ability to secure tenants for its properties at satisfactory rental rates and on a timely basis, or the pricing of construction projects or development opportunities which in
turn may impact the Group’s financial performance and returns to investors.
Reliance on key contracts/clients
•
The Group’s Australian, US and UK operations regularly perform contracts for government and government agency contracts, which may be affected by changes to relevant government policy or
trading practice. There is also a risk that existing contracts are not completed or otherwise terminate. Depending on the extent to which these matters occur, the financial
f
performance
f
off the G
Group
may be adversely affected.
Regulatory, tax and accounting
•
The Group is subject to a range of industry specific and general legal and regulatory controls. Changes in laws can have an adverse affect on the Group’s financial performance (such as by directly
or indirectly reducing income or increasing costs). For example, changes in environmental laws could require increased capital expenditure.
•
Regulatory breaches may affect the operational and financial performance of the Group
Group.
•
Changes in tax law (including in goods and services taxes and stamp duties), or changes in the way taxation laws are interpreted in the various jurisdictions in which the Group operates, may impact
the future profitability and tax liabilities of the Group.
•
The laws governing the taxation of income from property development and investments is subject to interpretational risk. The Group’s activities are regularly reviewed by Revenue Authorities, both
in Australia and abroad. Where the Group adopts an interpretation of taxation law which differs from the interpretation adopted by a Revenue Authority, and the Authority’s view is ultimately found
to prevail, additional tax may be imposed on the Group.
•
Under current income tax legislation, Lend Lease Trust (LLT) is generally not liable for Australian income tax, including capital gains tax, provided LLT distributes all of its taxable income. Should the
actions or activities of the Group cause the trust to fall within the operative provisions of Division 6B or 6C of the Income Tax Assessment Act 1936, LLT may be taxed on its net income at a rate
which is currently equivalent to the corporate income tax rate of 30%. It is the intention of the Directors that the Group will be managed so that neither Division 6B nor 6C will apply.
21
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
General Business and Market Risks (continued)
Land values
•
Events mayy occur from time to time ((for example, unanticipated environmental issues or hazardous materials)) which affect the value of land or development costs which mayy impact the financial
returns generated from particular property related investments, businesses or projects, including potential rezoning risk on some projects.
OH&S
•
If the Group fails to comply with necessary OH&S legislative requirements across the jurisdictions in which it operates, it could result in fines, penalties and compensation for damages as well as
reputational damage for the Group.
22
24
Retail Entitlement Offer Lend Lease
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
Specific Sector and Lend Lease Risks
Specific Sector and Lend Lease Risks
Interest rates/inflation
•
Adverse fluctuations in interest rates, to the extent that they are not hedged or forecast, will impact on the earnings available for distribution to Stapled Securityholders.
•
The Group intends to utilise fixed rate borrowings and interest rate derivatives to protect a portion of the Group’s forecast interest expense, from floating rate exposure.
•
Adverse movements in interest rates may also impact the Group’s earnings and asset values due to any impact on property markets in which the Group operates.
•
Higher than expected inflation rates generally or specific to the property industry could be expected to increase operating costs and development costs. These cost increases may be able to be
offset by increased selling prices or rents
rents. Increases in interest rates could have the effect of reducing the availability or increasing the cost of finance for the purchase of properties by Lend Lease’s
Lease s
customers. Interest rates also impact on Lend Lease’s cost of funds.
Development activity risk
•
The Group is subject to risks associated with development and redevelopment activities including general decline for property, income derived from redeveloped properties being lower than
expected, fluctuations in land values, industrial disputes, cost overruns, construction not being completed on budget or on schedule, environmental issues, and failure to obtain or delays in obtaining
required plan registrations, approvals, permits or licences.
•
As is often the case with development projects, a number of the Group’s development sites are subject to rezoning requirements, carrying the risk of delays in obtaining or an inability to obtain
required zoning approvals or sunset dates in land management agreements. These risks may adversely affect the value of these projects.
Investment activity risk
•
The Group invests in property directly and indirectly through various property funds. The value of, and returns generated from, property investment assets may be impacted by adverse changes in a
number of factors, including the rental income generated from property, local real estate conditions (such as level of demand for, and supply of, retail space), vacancy rates, change in retail tenancy
laws the financial condition of tenants (particularly anchor tenants),
laws,
tenants) capitalisation rates,
rates and the expense incurred in the operation,
operation management and maintenance of the property
property, as well as property
market volatility and liquidity, and broader market conditions.
•
The Group can have significant non-cash gains or losses depending on the change in fair market value of its investment property interests. If a substantial decrease occurs, the Group’s results,
gearing and proximity to covenants could be affected.
•
The Group holds management rights in respect of various wholesale funds. Underperformance of those funds and reductions in property values will reduce fee income and may result in the removal
of the Group as fund manager.
•
At times the Group has significant cash reserves that invested with financial institutions and in money market instruments, the value and returns generated from these investments may be impacted
by adverse market movements including changes in credit quality, interest rates and foreign exchange rates
23
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Specific Sector and Lend Lease Risks (continued)
Professional services risk
•
g
services and advice in its normal course of business which mayy in some circumstances lead to professional liabilityy claims
The Group provides management
Construction activity risk
•
The Group is subject to risks associated with construction activities, including;
– The ability of third parties such as designers and subcontractors to perform their work in accordance with their obligations;
– Defective work and latent defects arising from incorrect design and poor subcontractor workmanship and related third party claims;
– Liquidated damages from delays in delivery of projects;
– Cost overruns as a consequence of inadequate design, change in pricing conditions, unforseen conditions or performance of third parties;
– Professional liability claims arising from allegations of negligence
•
The nature of construction means that at any one time there are claims where the outcome remains uncertain for many years and is dependent on the ability to recover from third parties and
insurance policies.
Fi d nature
Fixed
t off significant
i ifi t costs
t
•
Significant expenditures associated with each investment, such as mortgage payments, maintenance costs, employee costs and taxes, are generally not reduced when circumstances cause a
reduction in income from the investment.
•
The value of an asset owned by the Group may be adversely affected if the income from the asset declines and other related expenses remain unchanged.
Counterparty/credit risk
•
Counterparty risks may arise in circumstances where parties with which the Group has dealings experience financial difficulties with consequential adverse effects for the relevant projects or assets,
which may impact on the Group’s financial performance for example;
– Delay to projects and additional costs of securing replacement partners or products which may be unrecoverable;
– Purchasers who may default on their purchase obligations resulting in the resale of those properties at a lesser amount;
– Insolvency or financial distress of tenants may reduce the income received by the Group.
24
25
ASX
Announcements
continued
Equity Raising Presentation dated 25 February 2010
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
Specific Sector and Lend Lease Risks (continued)
Termination of the Offer
•
g
with the Group on 25 Februaryy 2010. Under the terms of the underwritingg agreement
g
the Underwriters mayy terminate their obligations
g
The Underwriters have entered into an underwritingg agreement
upon the occurrence of certain events including, without limitation: falls in the S&P/ASX 200 Index and any material change or development (including, but not limited to, regulatory changes) in the
financial position or performance, profits, losses, assets, liabilities, or prospects of Lend Lease.
•
There is a risk that if the Underwriters exercise their right to terminate and the desired offer proceeds are not raised, this will have an adverse effect on the Group.
Taxation issues
•
Changes to Securityholder composition introduces change of control risks, which from a taxation perspective can impact on the ability for Lend Lease entities to utilise prior and current year tax
losses in the various jurisdictions in which it operates. While we do not anticipate this offer
ff will trigger a change off control for
f taxation purposes, any movements in the register will be factored
f
in to
future change of control monitoring.
Integration of LLP
•
Lend Lease is currently undertaking the integration of Lend Lease Primelife (LLP) and as such is subject to the risks associated with integrating a new business including systems integration, policy
and compliance alignment and general management reporting.
Litigation and disputes
•
The Group is involved in a number of ongoing court proceedings, arbitration proceedings, disputes and claims including but not limited to the abatement and demolition of 130 Liberty St. New York,
the aggregate value of those claims which cannot be readily or reliably quantified at this time. These claims have arisen out of the Group’s general business activities, and include claims arising from
businesses it has sold to third parties, claims made under construction and development contracts and disputes with government agencies (such as the ATO).
•
Lend Lease has obtained legal advice in respect of the ongoing claims. Lend Lease has assessed the financial impact of each known claim and the extent to which that particular claim will be
covered by insurance, with provisions being included in Lend Lease’s consolidated financial statements as is considered appropriate.
•
However, due to uncertainties involved in assessing the outcome of these claims, there is a risk that these provisions may be inadequate. If this occurs, these claims may have an adverse effect on
the financial position of the Group.
•
As part of the settlement of the 130 Liberty St. New York dispute, Lend Lease entered into a non-prosecution agreement with the New York District Attorney. A material breach of the terms of this
agreement would have adverse consequences for the operations of Lend Lease in New York.
Investigation by authorities
•
In April 2009, Bovis Lend Lease LMB, Inc. in New York received notice of investigations being conducted by the US Attorney and New York District Attorney. The investigation relates to allegations
regarding, among other things, billing practices for union foremen on construction projects in New York. Bovis Lend Lease is co-operating with the authorities in their investigation. Until the
investigation is complete, it is not possible to quantify what the financial consequences associated with this matter will be.
25
Appendix A. Key Investment Risks
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Specific Sector and Lend Lease Risks (continued)
World Trade Center (“WTC”) claims
g
over 50 defendants (including
(
g Bovis Lend Lease ((BLL),
) a
ƒ On 10 September 2004, a class action ((which now proceeds as a consolidated action with approximatelyy 18,000 plaintiffs)) was filed against
US subsidiary of Lend Lease) claiming personal injuries and other damages allegedly arising out of the clean-up of the WTC site.
ƒ On 12 December 2008, Judge Hellerstein of the United States Federal Court made orders to bring 30 expedited cases to trial with an anticipated hearing date of May 2010. On 21 January 2010,
Judge Hellerstein made further orders to reduce the number of expedited cases to 12 with trials to commence in May 2010. Preparation for these trials is progressing. To establish liability on the part
of BLL, each individual plaintiff must prove BLL owed a duty of care, breached that duty and that their injuries were caused by BLL’s conduct. The litigation will therefore need to proceed through a
number of stages before any liability can attach to BLL.
ƒ To the extent that the plaintiffs can establish liability against BLL
BLL, it is not possible to quantify what that liability may be,
be or whether or not that liability will be entirely covered by insurance.
insurance
ƒ BLL is one of the beneficiaries of the approximately US$1 billion captive insurance policy established by the US Congress to protect the City of New York and its contractors against liabilities which
may arise from the clean-up.
ƒ Full details of the status of the claim are set out in Lend Lease’s ASX announcements on 15 September 2004, 14 March 2006, 18 October 2006, 17 November 2006, 23 August 2007 and 28 March
2008. These announcements can be accessed on Lend Lease’s website at http://www.lendlease.com.au.
26
26
Retail Entitlement Offer Lend Lease
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
Appendix B. Foreign Selling Restrictions
This document does not constitute an offer of securities in any jurisdiction in which it would be unlawful. No action has been taken to permit a general public offer in any jurisdiction.
EUROPEAN ECONOMIC AREA - GERMANY AND THE NETHERLANDS
The information in this document has been prepared on the basis that all offers of New Securities will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as implemented in Member States of the European
Economic Area (each, a "Relevant Member State"), from the requirement to produce a prospectus for offers of securities.
An offer to the public of New Securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:
a) to legal entities that are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
b) to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 and (iii) an annual net turnover of more than €50,000,000;
c)
to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of the Group or any underwriter for any such offer; or
d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Securities shall result in a requirement for the publication by the Group of a prospectus pursuant to Article 3 of the Prospectus
Directive.
FRANCE
This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and
Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers ("AMF"). The New Securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.
This document and any other offering material relating to the New Securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in
France.
Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2r and D.411-1 to D.411-3, D.734-1, D.
744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in
accordance with Articles L.411-2-II-2r and D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.
Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the New Securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2,
L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.
HONG KONG
WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken
in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong by means of any document,
other than to “professional investors" (as defined in the SFO). No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong
or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are
intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional
advice.
27
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Appendix B. Foreign Selling Restrictions
IRELAND
The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by the Irish Financial Services Regulatory Authority or any other Irish regulatory authority as the
information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations").
The New Securities have not been offered or sold and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering except to qualified investors (as defined in Regulation 2(1) of the Prospectus Regulations).
The offer does not facilitate participation by the public and accordingly is not an offer for which approval of the Irish Financial Services Regulatory Authority is required under Section 9 of the Unit Trusts Act 1990.
ITALY
The offering of the New Securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, "CONSOB") pursuant to the Italian securities legislation and,
accordingly, no offering material relating to the New Securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 ("Decree
No. 58"), other than:
ƒ
to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 ("Regulation no. 1197l") as amended ("Qualified Investors"); and
ƒ
in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.
ƒ
Any offer, sale or delivery of the New Securities or distribution of any offer document relating to the New Securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:
ƒ
made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October
2007 and any other applicable laws; and
ƒ
in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.
Any subsequent distribution of the New Securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules
applies. Failure to comply with such rules may result in the sale of such New Securities being declared null and void and in the liability of the entity transferring the New Securities for any damages suffered by the investors.
JAPAN
The New Securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the registration requirements
applicable to a private placement of securities to Qualified Institutional Investors (as defined in Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Securities may not be offered or sold, directly or indirectly,
in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires New Securities may not resell them to any person in Japan that is not a Qualified Institutional Investor,
and acquisition by any such person of New Securities is conditional upon the execution of an agreement to that effect.
NEW ZEALAND
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand).
The New Securities in the entitlement offer are not being offered or sold to the public in New Zealand other than to existing securityholders of the Group with registered addresses in New Zealand to whom the offer of New Securities is being made in
reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).
New Securities for which entitlements are not taken up may be offered and sold in New Zealand to:
ƒ
persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or
ƒ
persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Group ("initial
securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.
28
27
ASX
Announcements
continued
Equity Raising Presentation dated 25 February 2010
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
For personal use only
Appendix B. Foreign Selling Restrictions
NORWAY
This document has not been approved by, or registered with, any Norwegian securities regulator pursuant to the Norwegian Securities Trading Act of 29 June 2007. Accordingly, this document shall not be deemed to constitute an offer to the public in
Norway within the meaning of the Norwegian Securities Trading Act of 2007.
The New Securities may not be offered or sold, directly or indirectly, in Norway except:
a) to "professional investors" (as defined in Norwegian Securities Regulation of 29 June 2007 no. 876);
b) any natural person who is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and who fulfils two or more of the following: (i) any natural person with an average execution of at least ten transactions in securities of
significant volume per quarter for the last four quarters; (ii) any natural person with a portfolio of securities with a market value of at least €500,000; and (iii) any natural person who works, or has worked for at least one year, within the financial markets
in a position which presuppose knowledge of investing in securities;
c) to fewer than 100 natural or legal persons (other than "professional investors", as defined in clauses (a) and (b) above); or
d) in any other circumstances provided that no such offer of New Securities shall result in a requirement for the registration, or the publication by the Group or an underwriter, of a prospectus pursuant to the Norwegian Securities Trading Act of 29 June
2007.
SINGAPORE
This document has not been registered as a prospectus with the Monetary Authority of Singapore. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may
not be circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the
Securities and Futures Act, Chapter 289 (the "SFA")), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
) In the event that yyou are not an institutional investor,, pplease return this document immediately.
y You mayy not forward or circulate this
This document has been ggiven to yyou on the basis that yyou are an "institutional investor" ((as defined under the SFA).
document to any other person in Singapore.
Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to on-sale restrictions in Singapore and comply accordingly.
SWEDEN
This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the New Securities be offered for sale in
Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of New Securities in Sweden is
limited to persons who are "qualified investors" (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.
SWITZERLAND
The New Securities may not be publicly offered, sold or distributed (directly or indirectly) in Switzerland. No solicitation for investment in the New Securities may be made in Switzerland in any way that could constitute a public offering within the meaning of
article 652a of the Swiss Code of Obligations ("CO") or the Swiss Federal Act on Collective Investment Schemes. New Securities may only be offered to institutional investors subject to Swiss or foreign prudential supervision such as banks, securities
dealers, insurance institutions and fund management companies as well as institutional investors with professional treasury operations in circumstances such that there is no public offering.
This document does not constitute a public offering prospectus within the meaning of article 652a CO and may not comply with the information standards required thereunder. The Group has not applied for a listing of the New Securities on the SIX Swiss
Exchange or any other regulated securities market in Switzerland and, consequently, the information presented in this document does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange. This
document is personal to the recipient only and not for general circulation in Switzerland.
29
NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS
Appendix B. Foreign Selling Restrictions
UNITED KINGDOM
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services
and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Securities. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA). This
document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of s.21 FSMA) received in connection with the issue or sale of the New Securities has only been communicated, and will only be communicated, in the United Kingdom in
circumstances in which s.21(1) FSMA does not apply to the Group.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotions) Order 2005 ("FPO"); (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO; or (iii) to whom it may otherwise be lawfully communicated (together
"relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents
UNITED STATES
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 shares, or an offer, invitation or recommendation to sell, or a solicitation of an offer to
buy, shares 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). The offer or sale of the securities
referred to herein have not been and will not be registered under the Securities Act. 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. This presentation may not be sent to any investors in the United States or to a U.S. Person (or to any person acting for the account
or benefit of a U.S. Person). By accepting this presentation, you acknowledge and agree to be bound by the foregoing limitations.
OTHER JURISDICTIONS
The New Securities may not be offered or sold in any other jurisdiction except to persons to whom such offer or sale is permitted under applicable law.
30
28
Retail Entitlement Offer Lend Lease
For personal use only
Offer Announcement dated 25 February 2010
Not for distribution in the United States or to US Persons
ASX Announcement
A$806 million Equity Raising to Accelerate Growth
25 February 2010
Lend Lease today announced that it will raise approximately A$806 million in new equity to
fund future growth opportunities.
The fully underwritten capital raising will be undertaken through a renounceable 5 for 22 pro
rata entitlement offer raising approximately $806 million (“Entitlement Offer”). The
Entitlement Offer will be undertaken via a pro-rata Single-bookbuild Accelerated
Renounceable Entitlement Offer structure.
Proceeds of the capital raising are to provide flexibility to:
x
x
x
increase equity participation in, and accelerate selected major development pipeline
projects;
fund equity positions in identified PPP opportunities; and
secure targeted investment opportunities with attractive return profiles.
Lend Lease Group CEO and Managing Director, Steve McCann said: “We believe now is the
right time to deploy capital as we are near the bottom of the cycle. In the last six months,
Lend Lease has secured development opportunities with an end value in excess of A$12
billion.
“Raising additional capital will assist us to more readily execute our strategy and fully
leverage our competitive strengths. In today’s environment funding certainty is essential.
“Recent project wins, acquisitions and the capital raising significantly enhance the strategic
positioning of Lend Lease. Investments in new projects are targeted to be in excess of the
Group’s cost of equity to drive earnings growth and value over the medium term.” Mr
McCann said.
On a pro forma basis as at 31 December 2009 the Entitlement Offer would result in a cash
balance net of debt at that date of $38 million.
New securities to be issued under the Entitlement Offer will rank equally with existing Lend
Lease securities, but will not be entitled to the current interim distribution of 20 cents per
security.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
29
For personal use only
ASX
Announcements
continued
Offer Announcement dated 25 February 2010
Not for distribution in the United States or to US Persons
Entitlement Offer
Under the Entitlement Offer, eligible securityholders are able to subscribe for 5 new
securities for every 22 existing Lend Lease securities held at the Record Date of 2 March
2010 (7pm, AEDT). The offer price for each new security is $7.70, which represents:
x a 18.7% discount to last close (adjusted for the interim distribution); and
x a 15.8% discount to TERP (Theoretical Ex-Rights Price) (adjusted for the interim
distribution).
The Entitlement Offer comprises an offer to eligible institutional securityholders
(“Institutional Entitlement Offer”) and an offer to eligible retail securityholders to participate
on the same terms (“Retail Entitlement Offer”).
The Institutional Entitlement Offer will be open from 25 to 26 February 2010 and the Retail
Entitlement Offer will open on 3 March 2010 and will close at 5pm (AEDT) on
24 March 2010.
Entitlements are renounceable with any entitlements not taken up by either retail or
institutional securityholders, and entitlements of ineligible securityholders, being sold in a
single bookbuild following the completion of the Retail Entitlement Offer period on 29 March
2010. Any proceeds in excess of the offer price will be paid to renouncing securityholders
and ineligible securityholders.
Further details of the Entitlement Offer and the timetable are contained in Appendix 1.
Securityholders who have questions regarding the Entitlement Offer should phone the Lend
Lease Entitlement Offer Information Line on 1300 159 378 (within Australia) or +61 3 9415
4239 (outside Australia) any time between 8.30am and 5.00pm, Monday to Friday during the
Entitlement Offer Period or go to the Lend Lease website at www.lendlease.com.au.
ENDS
For further information please contact:
Investor enquiries:
Sally Cameron
Group Executive Investor Relations
Ph: +61 2 9236 6464
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
30
Media enquiries:
Rachel Mornington-West
Media & Communications Manager
Ph: +61 2 9277 2525
Retail Entitlement Offer Lend Lease
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
For personal use only
Not for distribution in the United States or to US Persons
ADDENDIX 1: FURTHER DETAIL ABOUT THE ENTITLEMENT OFFER
Stock Lending and Other Transactions
Eligible securityholders will be entitled to apply under the Entitlement Offer for 5 new Lend
Lease securities for every 22 existing Lend Lease securities held as at 7.00pm (AEDT) on 2
March 2010 (the “Record Date”). Lend Lease notes that it has been granted a waiver by
ASX so that, in determining securityholder entitlements for the Entitlement Offer, it may
ignore any changes in securityholdings that occur after the announcement of the trading halt
in Lend Lease's securities made earlier today (other than registrations of transactions that
were effected through ITS before that announcement).
Accordingly, a person who is a registered securityholder of Lend Lease at 7.00pm (AEDT)
on the Record Date as a result of a dealing after the announcement of the trading halt (other
than the registration of a transaction effected through ITS before that announcement) may
not receive an entitlement under the Entitlement Offer. This means, for example, that in the
event a Lend Lease securityholder has existing Lend Lease securities out on loan, the
borrower will be regarded as the securityholder for the purposes of determining the
entitlement (provided that those borrowed securities have not been on-sold or used to cover
a short sale).
Renounceability and Shortfall Bookbuild
Entitlements will be renounceable, which means that eligible institutional securityholders and
eligible retail securityholders can choose to take up or not take up all or part of their
entitlement under the Entitlement Offer.
New securities equal in number to those not taken up by eligible securityholders and those
which would otherwise have been offered to ineligible securityholders will be offered to
selected Institutional Investors (which may include eligible institutional securityholders)
through the Shortfall Bookbuild process. If the price achieved in the Shortfall Bookbuild
(Clearing Price) is higher than the offer price of $7.70, eligible securityholders who do not
take up their Entitlement in full (and ineligible securityholders) will receive an amount equal
to the difference between the Clearing Price and the offer price of $7.70 per new security
sold, or will be paid nothing if the Clearing Price is equal to the offer price. The Shortfall
Bookbuild will be conducted on 29 March 2010.
Entitlements are not able to be traded on ASX.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
31
For personal use only
ASX
Announcements
continued
Offer Announcement dated 25 February 2010
Not for distribution in the United States or to US Persons
Summary of Key Dates
Thursday, 25 February
Friday, 26 February
Monday, 1 March
Tuesday, 2 March
Wednesday, 3 March
Friday, 12 March
Wednesday, 24 March
Monday, 29 March
Tuesday, 6 April
Trading Halt
Institutional Entitlement Offer opens
Institutional Entitlement Offer closes
Securities re-commence trading on the ASX
Record date for Entitlement Offer (7pm AEDT)
Retail Entitlement Offer opens
Institutional Entitlement Offer and Early Retail Entitlement Offer
settlement
Retail Entitlement Offer closes (5pm AEDT)
Institutional and Retail Shortfall Bookbuild
Retail Entitlement Offer and Shortfall Bookbuild settlement
These dates are indicative only and subject to change. All times and dates refer to
Australian Eastern Daylight Time (AEDT) while in effect and otherwise to Australian Eastern
Standard Time. Lend Lease reserves the right to amend the timetable, including, in
consultation with the Joint Lead Managers, to extend the closing date for the Retail
Entitlement Offer, to withdraw the Entitlement Offer at any time prior to the issue of New
Securities and/or to accept late applications either generally or in specific cases.
Important information for Retail Securityholders
Eligible retail securityholders will receive a Retail Entitlement Offer booklet including a
personalised Entitlement and Acceptance Form in relation to the Entitlement Offer which will
provide further details of how to participate. This booklet is expected to be despatched by
4 March 2010.
Important Notice
This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities
in the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933 ("U.S. Securities Act”)) (“U.S. Persons”).
The securities to be issued in the capital raising have not been and will not be registered
under the U.S. Securities Act. Securities may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons, unless the securities have been registered
under the U.S. Securities Act, or in a transaction exempt from, or not subject to, the
registration requirements of the U.S. Securities Act.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
32
Retail Entitlement Offer Lend Lease
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
For personal use only
Half Year Results Announcement dated 25 February 2010
ASX Announcement
Strong First Half Result With Significant Project Wins
25 February 2010
x Statutory Profit after Tax of A$204.9 million for the half year ended 31 December 2009
x Statutory Profit after Tax includes net property investment revaluation gains of A$17.0
million after tax
x Interim dividend of 20 cents per security, franked to 100%
x Significant project wins across the Group
Lend Lease delivered a Statutory Profit after Tax for the half year ended 31 December 2009
of A$204.9 million despite difficult economic conditions and currency headwinds.
The Group has continued to strengthen its pipeline with its selection as developer or
preferred bidder on a number of significant projects. These include:
x The A$2.5 billion RNA Showgrounds redevelopment;
x Stage 1 of Barangaroo, the largest CBD development in the history of Sydney with an
end development value of cA$6.0 billion;
x The A$1.4 billion ING Retail Property Fund portfolio. Lend Lease will have an
investment of cA$200.0 million in the ING portfolio, which it will seek to sell down over
time. Lend Lease has commitments from its managed funds and other investors to
acquire cA$1.2 billion of the portfolio;
x The c£1.5 billion regeneration of Elephant & Castle in the UK; and
x The first stage of the 710 hectare Alkimos Community Development in Western Australia
with an end development value of over A$400.0 million.
The Group’s Retail, Communities and Public Private Partnership business units performed
well despite difficult market conditions. The Project Management & Construction business in
Asia Pacific performed strongly with a record profit for the half year. This was however
offset by weaker results from our construction businesses in the US, Europe and the Middle
East which continued to be impacted by weak market conditions.
The Group’s Statutory Profit after Tax for the period of A$204.9 million includes net property
investment revaluation gains of A$17.0 million after tax, primarily relating to the Group’s
interest in the Somerset shopping centre in Singapore which commenced trading during the
period. The Group has continued to recycle capital through the sale of the Group’s interest
in the Millennium Dome and the Queen’s Hospital, Romford releasing A$65.4 million of
cash.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
33
For personal use only
ASX
Announcements
continued
Half Year Results Announcement dated 25 February 2010
Dec 2009
A$m
Dec 2008
A$m
Operating Profit after Tax
187.9
185.4
Property Investment Revaluations
17.0
(169.6)
Other net write downs and charges
Statutory Profit / (Loss) after Tax
204.9
(596.4)
Interim Dividend1
20 cps
25 cps
40.9 cps
46.1 cps
Earnings Per Security (EPS) on Operating Profit After
Tax2
1
The interim dividend is 100% franked; the interim dividend for the period ended 31 December 2008 was 60% franked
EPS is calculated based on Operating Profit after Tax and the weighted average number of securities on issue including
treasury securities.
2
Lend Lease declared an interim dividend of 20 cents per security, franked to 100%. This
represents a payout ratio of 49% of Operating Profit after Tax for the half year.
In view of the proposed capital raising announced by Lend Lease today, Lend Lease will
suspend its Distribution Reinvestment Plan for the December 2009 interim dividend.
Group Debt
Lend Lease had cash reserves of A$967.5 million and gearing of 9.2% (net debt including
other non-current financial liabilities to total tangible assets, less cash) as at
31 December 2009.
Lend Lease has today separately announced plans to raise A$806 million of equity. The pro
forma impact of the raising would have been to move the Group to a positive net cash
position of cA$38 million as at 31 December 2009.
Outlook
Commenting on the outlook for Lend Lease, Group CEO and Managing Director, Steve
McCann said: “Lend Lease delivered a strong result in the first half of the financial year
which included the successful recycling of mature assets such as the Group’s interest in the
Millennium Dome and the Queen’s Hospital, Romford. Market conditions for our
construction business in the US and Europe remain very difficult and our earnings have
been impacted by the strong Australian dollar.
“Nonetheless, Lend Lease continues to perform well despite these challenging conditions
due to our diversified business model, mix of active and passive earnings and our focus on
reducing overheads.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
34
(612.2)
Retail Entitlement Offer Lend Lease
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
For personal use only
“We remain confident of the Group’s outlook over the long term. The Group has
demonstrated a capacity to perform well in the face of extraordinary global conditions. We
have a well defined strategy, a clear view of where the opportunities lie and are well placed
to leverage our competitive advantages. For the year ending 30 June 2010, Operating
Profit After Tax is expected to be broadly in line with the year ended 30 June 2009, before
the benefit of the capital raising.” Mr McCann said.
ENDS
For further information please contact:
Sally Cameron
Lend Lease Corporation
Tel: 02 9236 6464
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
35
For personal use only
ASX
Announcements
continued
Institutional Offer Completion Announcement dated 1 March 2010
Not for distribution in the United States or to US Persons
ASX Announcement
Lend Lease completes institutional part of Raising
1 March 2010
Lend Lease is pleased to announce the successful completion of the institutional component
of its fully underwritten A$806 million equity raising to be undertaken through a pro-rata
renounceable entitlement offer (“Entitlement Offer”). The equity raising was announced on
Thursday, 25 February 2010.
The institutional component of the Entitlement Offer (“Institutional Entitlement Offer”)
received strong support from eligible institutional securityholders and raised approximately
A$434 million. Eligible institutional securityholders subscribed for over 87% of their
entitlements available under the Institutional Entitlement Offer. The new securities
associated with the renounced institutional entitlements will be sold as part of the shortfall
bookbuild which is discussed below.
Lend Lease Group CEO and Managing Director, Steve McCann said, “The high degree of
take-up by our existing institutional investors demonstrates the strong support for the
Group’s growth plans. Recent project wins, acquisitions and the capital raising significantly
enhance the strategic position of the Group”.
The new securities to be issued as part of the Institutional Entitlement Offer and the early
acceptance of applications under the retail component of the Entitlement Offer (“Retail
Entitlement Offer”) will be allotted on Monday, 15 March 2010. The new securities will rank
equally with existing Lend Lease securities, but will not be entitled to the current interim
distribution of 20 cents per security.
Retail Entitlement Offer and Shortfall Bookbuild
The Retail Entitlement Offer, which will raise approximately A$305 million, will open on
Wednesday, 3 March 2010 and will close at 5pm (AEDT) on Wednesday, 24 March 2010.
Eligible retail securityholders will have the opportunity to participate at the same offer price
(A$7.70) and offer ratio (5 new securities for every 22 existing Lend Lease securities) as
eligible institutional securityholders under the Institutional Entitlement Offer.
The Record Date for the Retail Entitlement Offer is Tuesday, 2 March 2010 (7pm AEDT).
Renounced and ineligible entitlements from the Institutional Entitlement Offer 1 and the Retail
Entitlement Offer will be sold via a shortfall bookbuild, which will be conducted on Monday,
1
The exact number of entitlements renounced by eligible institutional securityholders, and attributable to
ineligible institutional securityholders, will be finalised following a reconciliation process between now and
institutional allotment on 15 March 2010.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
36
Retail Entitlement Offer Lend Lease
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
For personal use only
Not for distribution in the United States or to US Persons
29 March 2010. Any proceeds in excess of the offer price of A$7.70 per new security will be
returned to renouncing and ineligible securityholders.
Eligible retail securityholders wishing to participate in the Retail Entitlement Offer should
carefully read the Retail Entitlement Offer Booklet and personalised Entitlement and
Acceptance Form which is expected to be mailed to eligible retail securityholders by
Thursday, 4 March 2010.
There will not be any rights trading on ASX. Lend Lease securities are expected to resume
trading on ASX today.
Securityholders who have questions regarding the Entitlement Offer should phone the Lend
Lease Entitlement Offer Information Line on 1300 159 378 (within Australia) or +61 3 9415
4239 (outside Australia) any time between 8.30am and 5pm (AEDT), Monday to Friday
during the Entitlement Offer Period, or go to the Lend Lease website at
www.lendlease.com.au.
ENDS
For further information lease contact:
Investor enquiries:
Sally Cameron
Group Executive Investor Relations
Ph: +61 2 9236 6464
Media enquiries:
Rachel Mornington-West
Media & Communications Manager
Ph: +61 2 9277 2525
Important Notice
This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities
in the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933 ("U.S. Securities Act”)) (“U.S. Persons”).
The securities to be issued in the equity raising have not been and will not be registered
under the U.S. Securities Act. Securities may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons, unless the securities have been registered
under the U.S. Securities Act, or in a transaction exempt from, or not subject to, the
registration requirements of the U.S. Securities Act.
Lend Lease Corporation Limited ABN 32 000 226 228
and
Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983
as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595
Level 4, 30 The Bond
30 Hickson Road
Millers Point NSW 2000
Australia
Telephone +61 2 9236 6111
Facsimile +61 2 9252 2192
www.lendlease.com
37
For personal use only
38
Additional
information
Retail Entitlement Offer Lend Lease
This Booklet and the accompanying information
(“Information”) have been prepared by Lend Lease.
No party other than Lend Lease has authorised
or caused the issue of this Information, or takes
any responsibility for, or makes, any statements,
representations or undertakings in this Information.
For personal use only
1 Offering presentation
This Information relates to a renounceable
Entitlement Offer of Lend Lease stapled securities.
Lend Lease has applied for the grant by the
Australian Securities Exchange (“ASX”) of official
quotation of the New Securities. It is expected that
normal trading on ASX will commence in relation to
New Securities issued under the Retail Entitlement
Offer on Monday, 15 March 2010 for applications
received by the Early Retail Closing Date, and
Thursday, 8 April 2010 for remaining applications
received by the Final Retail Closing Date. Once
issued, the New Securities will also be quoted
on the New Zealand Exchange (“NZX”).
Lend Lease will have no responsibility and disclaims
all liability (to the maximum extent permitted by law,
including for negligence) to persons who trade New
Securities before the New Securities are listed on
the official list of ASX or before they receive their
confirmation of issue. Neither ASX Limited nor NZX
Limited accepts any responsibility for any statement
in this Information.
2 No Entitlements trading
Entitlements will not be tradeable on ASX, NZX
or any other exchange, nor can they be privately
transferred. However, you may receive payment
for your renounced Entitlements, as described in
Section 2 under the heading “How to apply” in this
Booklet. No assurance can be given that you will
receive any proceeds from the sale of Entitlements
you do not take up. Furthermore, you cannot, in
most circumstances, withdraw the application
once it has been accepted.
3 Eligible Retail Securityholders
This Information contains an offer of New Securities
to Eligible Retail Securityholders in Australia
and New Zealand and has been prepared in
accordance with sections 708AA and 1012DAA
of the Corporations Act as modified by Australian
Securities & Investments Commission (“ASIC”) Class
Order 08/35.
Those holders of stapled securities who:
–– are registered as a holder of stapled securities as
at 7.00pm (AEDT) on the Record Date, Tuesday,
2 March 2010;
–– have a registered address in Australia or
New Zealand;
–– are not in the United States and are not “U.S.
Persons” (as defined under Regulation S
under the United States Securities Act of 1933
(Securities Act) (“U.S. Persons”)) or acting for the
account or benefit of a U.S. Person;
–– are not an institutional securityholder (whether
or not eligible to participate under the Institutional
Entitlement Offer); and
–– are eligible under all applicable securities laws to
receive an offer under the Retail Entitlement Offer,
are “Eligible Retail Securityholders”.
Retail Securityholders who do not satisfy these
criteria are “Ineligible Retail Securityholders”. As
detailed in Section 2 of “How to apply”, Entitlements
which would have been otherwise offered to
Ineligible Retail Securityholders if they had been
entitled to participate in the Retail Entitlement
Offer, will be offered for subscription to selected
institutional investors via the Shortfall Bookbuild
to be conducted on Monday, 29 March 2010. Any
proceeds of sale with respect to these Entitlements
realised through the Shortfall Bookbuild over the
Offer Price of $7.70 per New Security (net of any
withholdings required by law) will be returned
to Ineligible Retail Securityholders. However,
as detailed in Section 2 of “How to apply”, no
assurance can be given as to the price that will
be achieved under the Shortfall Bookbuild for the
sale of New Securities. There is also no guarantee
that any proceeds will be realised from the sale
of Entitlements that would otherwise have been
offered to Ineligible Retail Securityholders.
Lend Lease will also extend the Retail Entitlement
Offer to any Australian or New Zealand institutional
securityholders who do not receive an offer to
participate in the institutional component of the
Entitlement Offer and may in its absolute discretion
extend the Retail Entitlement Offer to institutions
in foreign jurisdictions (subject to compliance with
applicable laws).
Persons acting as nominees for other persons must
not take up any entitlements on behalf of, or send
any documents related to the Retail Entitlement
Offer to, any person in the United States or any
person that is, or is acting for the account or
benefit of, a U.S. Person.
4 Not investment advice
The Entitlement Offer to which this Information
relates complies with the requirements of
sections 708AA and 1012DAA of the Corporations
Act as modified by ASIC Class Order 08/35.
The Information is not a prospectus, product
disclosure statement, disclosure document or
other offering document under Australian law
(or any other law) and has not been lodged with
ASIC. It is also not financial product advice and
has been prepared without taking into account
your investment objectives, financial circumstances
or particular needs.
The Information does not purport to contain all
the information that you may require to evaluate a
possible application for New Securities, nor does it
contain all the information which would be required
in a prospectus or product disclosure statement
prepared in accordance with the requirements of the
Corporations Act. It should be read in conjunction
with Lend Lease’s other periodic statements and
continuous disclosure announcements lodged
with ASX, which are available at www.asx.com.au.
This Information does not take into account the
investment objectives, financial situation or needs
of you or any particular investor. You should conduct
your own independent review, investigation and
analysis of Lend Lease stapled securities the
subject of the Entitlement Offer. You should obtain
any professional advice you require to evaluate the
merits and risks of an investment in Lend Lease
before making any investment decision based on
your investment objectives.
39
For personal use only
Additional
information
continued
40
5 Foreign jurisdictions
This Information does not constitute an offer in any
jurisdiction in which, or to any person to whom, it
would not be lawful to make such an offer, and no
action has been taken to register stapled securities
of Lend Lease or otherwise permit a public offering
of the stapled securities in any jurisdiction outside
of Australia and New Zealand. Return of the
personalised Entitlement and Acceptance Form or
your BPAY® payment shall be taken by Lend Lease
to constitute a representation by you that there has
been no breach of any such laws.
Lend Lease is not required to determine whether or
not any registered holder is acting as a nominee or
the identity or residence of any beneficial owners of
stapled securities. Where any holder is acting as a
nominee for a foreign person, that holder, in dealing
with its beneficiary, will need to assess whether
indirect participation by the beneficiary in the Retail
Entitlement Offer is compatible with applicable
foreign laws. Eligible Retail Securityholders who
are nominees, trustees or custodians are therefore
advised to seek independent advice as to how
to proceed.
This document does not constitute an offer to sell,
or the solicitation of an offer to buy, any securities
in the United States or to, or for the account or
benefit of, any U.S. Person. New Securities may
not be offered or sold in the United States or to, or
for the account or benefit of, U.S. Persons absent
registration or an exemption from registration under
the U.S. Securities Act. The New Securities to be
offered and sold in the Entitlement Offer have not
been and will not be registered under the U.S.
Securities Act, or under the securities laws of any
state or other jurisdiction of the United States and,
accordingly, the New Securities are only being
offered and sold to persons that are not U.S.
Persons or acting for the account or benefit of
U.S. Persons, in “offshore transactions” within the
meaning of Regulation S under the U.S. Securities
Act and in compliance therewith.
Any U.S. Person or any person that is or is acting
for the account or benefit of a U.S. Person with a
holding through a nominee may not participate in the
Retail Entitlement Offer and the nominee must not
take up any Entitlement or send any materials into
the United States or to any person it knows to be
a U.S. Person.
The distribution of this document outside Australia
and New Zealand may be restricted by law. In
particular, this document or any copy of it must not
be taken into or distributed or released in the United
States or distributed or released to any U.S. Person
or to any person acting for the account or benefit of
a U.S. Person. Persons who come into possession
of this document should seek advice on and
observe any such restrictions. Any failure to comply
with such restrictions may constitute a violation of
applicable securities laws.
Retail Entitlement Offer Lend Lease
The New Securities are not being offered or sold
to the public within New Zealand other than to
existing holders of Lend Lease stapled securities
with registered addresses in New Zealand at the
time of this offer and in reliance on the Securities
Act (Overseas Companies) Exemption Notice
2002 (New Zealand). This document has not
been registered, filed with or approved by any
New Zealand regulatory authority under the
Securities Act 1978 (New Zealand). This document
is not an investment statement or prospectus under
New Zealand law and is not required to, and may
not, contain all the information that an investment
statement or prospectus under New Zealand law
is required to contain.
6 Taxation
The following summary has been provided by
Greenwoods & Freehills Pty Limited.
This summary sets out the Australian tax
implications of the Entitlement Offer for Eligible Retail
Securityholders who hold their Lend Lease stapled
securities on capital account.
The summary does not, therefore, apply to Eligible
Retail Securityholders who hold their Lend Lease
stapled securities as assets used in carrying on a
business of share trading, banking or insurance,
those who hold their Lend Lease stapled securities
as trading stock or those who have acquired their
Lend Lease stapled securities for a profit-making
purpose. Also, the summary does not apply
to Eligible Retail Securityholders who acquire
Entitlements pursuant to any employee plan.
The summary does not take account of the
circumstances of any particular Eligible Retail
Securityholder. Eligible Retail Securityholders
should seek specific advice applicable to their own
particular circumstances.
The summary is based on the law in effect as at the
date of this Information.
Australian tax considerations
a.Granting of Entitlements
The market value of the Entitlements at the time of
grant will not be included in the assessable income
of an Eligible Retail Securityholder.
b.Sale of Entitlements
There is no opportunity for Eligible Retail
Securityholders to sell their Entitlements.
c.Expiration of Entitlements
There is more than one view on the character of
the proceeds received as a result of subscriptions
procured by the underwriters to the issue by an
Eligible Retail Securityholder who allows their
Entitlements to expire.
The Commissioner of Taxation has expressed the
view that any proceeds received by an Eligible
Retail Securityholder in these circumstances are
to be treated as an unfranked dividend (refer to the
Taxpayer Alert (TA2009/11) and related Australian
Taxation Office website Fact Sheet issued on
19 May 2009). On that basis an Eligible Retail
Securityholder in receipt of such proceeds would be
treated as having received an unfranked dividend
(without the benefit of any tax offsets under the
dividend imputation rules).
For personal use only
The Commissioner has also stated that the receipt
of such proceeds should not be treated as a capital
gain for tax purposes, such that the capital gains tax
discount does not apply. It is not clear whether the
position adopted by the Commissioner is correct at
law. Nevertheless, the Commissioner has stated that
taxpayers in receipt of such proceeds should treat
the proceeds as an unfranked dividend.
Lend Lease intends to treat the payments
as unfranked dividends for the purposes of
determining whether to deduct applicable
withholding taxes (including for those Eligible Retail
Securityholders who have not provided to Lend
Lease a tax file number). In the case of Eligible Retail
Securityholders resident in New Zealand, Lend
Lease will deduct Australian dividend withholding
tax at a rate of 15%.
Eligible Retail Securityholders who allow their
Entitlements to expire and receive proceeds
as a result of subscriptions procured by the
underwriters to the issue are strongly advised to
obtain professional advice on the taxation of such
proceeds.
d.Exercising Entitlements
No capital gains tax liability will arise on the exercise
of Entitlements. Eligible Retail Securityholders
who exercise some or all of their Entitlements and
subscribe for New Securities will acquire those
New Securities with a cost base for capital gains
tax purposes equal to the Application Monies plus
any non-deductible incidental costs they incur in
acquiring those New Securities. The New Securities
will be taken to have been acquired on the day on
which the Entitlements are exercised.
e.New Securities
Eligible Retail Securityholders who exercise some or
all of their Entitlements will acquire New Securities.
New Securities will not participate in the interim
distribution of 20 cents per Security payable on
Wednesday, 31 March 2010. Any future dividends
or other distributions received in respect of those
New Securities will be subject to the same taxation
treatment as dividends or other distributions
received on existing Lend Lease stapled securities
held in the same circumstances.
On any future disposal of New Securities:
–– Eligible Retail Securityholders that are Australian
residents may make a capital gain or capital loss,
depending on whether the capital proceeds
of that disposal are more than the cost base
or less than the reduced cost base of the New
Securities. New Securities will be treated for the
purposes of the capital gains tax discount as
having been acquired when the Eligible Retail
Securityholder exercised the Entitlements entitling
the Eligible Retail Securityholder to subscribe for
them. Accordingly, in order to benefit from the
CGT discount in respect of a disposal of those
New Securities, they must have been held for at
least 12 months after the date of exercise before
the disposal occurs; and
–– Eligible Retail Securityholders that are
New Zealand residents should not be subject
to Australian capital gains tax on that disposal.
Eligible Retail Securityholders that are New Zealand
residents at the time of a future disposal of New
Securities that have, together with associates, held
more than 10% of Lend Lease’s stapled securities
should obtain their own tax advice at that time.
f. Goods and Services Tax
No Australian Goods and Services Tax (“GST”) is
payable in respect of the grant of the Entitlements
or the acquisition of New Securities, nor is any
Australian GST payable in respect of the receipt
of any payment as a result of allowing Entitlements
to expire.
7 Governing law
This Information, the Offer and the contracts formed
on acceptance of the personalised Entitlement
and Acceptance Forms are governed by the law
applicable in New South Wales, Australia. Each
securityholder who applies for New Securities
submits to the jurisdiction of the courts of
New South Wales, Australia.
8 Financial data
All dollar values in this Information are in Australian
dollars (A$) unless otherwise stated. The pro forma
historical financial information included in this
Information does not purport to be in compliance
with Article 11 of Regulation S-X of the rules and
regulations of the U.S. Securities and Exchange
Commission.
9 Underwriting
Lend Lease has entered into an underwriting
agreement with Merrill Lynch International (Australia)
Limited and RBS Equity Capital Markets (Australia)
Limited (the “Underwriters”), under which the
Underwriters have agreed to fully underwrite the
Entitlement Offer. As is customary with these types
of arrangements:
–– Lend Lease has indemnified the Underwriters
and their directors, officers, employees, agents
and advisers against losses in connection with
the Entitlement Offer; and
–– The Underwriters may terminate the underwriting
agreement and be released from their obligations
on the happening of certain events, including if:
–– Lend Lease stapled securities are suspended
from trading on, or cease to be quoted on,
ASX (which does not include the trading
halt for the purposes of the Institutional
Entitlement Offer);
–– There is a delay in the timetable of 2 or more
Business Days;
–– There are materially adverse market
movements, or material disruptions in financial
markets which are likely to have a material
adverse effect on the success or settlement
of the Entitlement Offer or the Offer Price; or
–– There is a material adverse change in the
financial position or performance, profits,
losses, assets, liabilities or prospects of
the Issuers.
The Underwriters will be remunerated by Lend
Lease for providing these services at market rates
and will be reimbursed for certain of their expenses.
10 Rounding of Entitlements
Where fractions arise in the calculation of
Entitlements, they will be rounded up to
the next whole number of New Securities.
41
For personal use only
Additional
information
continued
42
11 Forward looking statements and
future performance
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.
This Booklet contains certain “forward looking
statements”. Forward looking statements can
generally be identified by the use of forward looking
words such as “anticipate”, “believe”, “expect”,
“project”, “forecast”, “estimate”, “likely”, “intend”,
“should”, “will”, “could”, “may”, “target”, “plan”
and other similar expressions. Indications of, and
guidance or outlook on, future earnings, distributions
or financial position or performance are also forward
looking statements.
The forward looking statements contained in
this Booklet involve known and unknown risks
and uncertainties and other factors, many of
which are beyond the control of Lend Lease,
and may involve significant elements of subjective
judgement and assumptions as to future events
which may or may not be correct. Forward looking
statements may also be based on estimates and
assumptions with respect to future business
decisions, which are subject to change. Actual
results, performance or achievements may vary
materially for many projections because events
and actual circumstances frequently do not occur
as forecast and these differences may be material.
Forward looking statements are not guarantees of
future performance.
These statements may assume the success of
Lend Lease’s business strategies. The success of
any of these strategies is subject to uncertainties
and contingencies beyond Lend Lease’s control,
including uncertainties described in the risk factors
set out in Appendix A “Key Investment Risks” to the
Equity Raising Presentation included herein, and no
assurance can be given that any of the strategies
will be effective or that the anticipated benefits
from the strategies will be realised in the period for
which the forward looking statements may have
been prepared or otherwise. Readers are cautioned
not to place undue reliance on forward looking
statements and Lend Lease assumes no obligation
to update or revise such information to reflect
any change in expectations or assumptions. The
inclusion of the forward looking statements in this
Booklet should not be regarded as a representation,
warranty or guarantee with respect to its accuracy
or the accuracy of the underlying assumptions or
that Lend Lease will achieve, or is likely to achieve,
any particular results.
An investment in Lend Lease stapled securities
is subject to investment and other known and
unknown risks, some of which are beyond the
control of Lend Lease, including possible delays
in repayment and loss of income and principal
invested. Lend Lease does not guarantee any
particular rate of return or the performance of
Lend Lease, nor does it guarantee the repayment
of capital from Lend Lease or any particular
tax treatment. You should also have regard to
the key risk factors set out in Appendix A “Key
Investment Risks” to the Equity Raising Presentation
included herein.
Retail Entitlement Offer Lend Lease
12 Past performance
Past performance information given in this
Information is provided for illustrative purposes
only and should not be relied upon as (and is not)
an indication of future performance. The historical
information in this Information is, or is based
upon, information that has been released to the
market. For further information, please see past
announcements released to ASX.
13 Disclaimer of representations
No person is authorised to give any information,
or to make any representation, in connection with
the Retail Entitlement Offer that is not contained
in this Information.
Any information or representation that is not in
this Information may not be relied on as having
been authorised by Lend Lease, or its related
bodies corporate, in connection with the Retail
Entitlement Offer.
Except as required by law, and only to the extent so
required, none of Lend Lease, or any other person,
warrants or guarantees the future performance of
Lend Lease or any return on any investment made
pursuant to this Information.
14 Stamp duty
No stamp duty is payable in respect of the grant of
the Entitlements or the acquisition of New Securities,
nor is any stamp duty payable in respect of the
receipt of any payment as a result of allowing
Entitlements to expire.
For personal use only
This page has been left blank intentionally.
43
For personal use only
This page has been left blank intentionally.
44
Retail Entitlement Offer Lend Lease
Corporate
directory
Registered Office
Lend Lease Group
Level 4, 30 The Bond
30 Hickson Road
Millers Point
NSW 2000
Australia
For personal use only
Securities Registry
Computershare Investor Services Pty Limited
GPO Box 505
Melbourne VIC 3001
Tel (within Australia): 1300 159 378
Tel (outside Australia): + 61 3 9415 4239
Website
www.lendlease.com.au
Lend Lease Entitlement Offer
Information Line
Australia 1300 159 378
International +61 3 9415 4239
Open 8.30am to 5.00pm (AEDT) Monday to Friday
during the Retail Entitlement Offer period
Stock Exchange Listing
The Company’s stapled securities are listed on
the Australian Securities Exchange (code “LLC”)
and the New Zealand Exchange (code “LLC”)
For personal use only
*M000001456Q02*
Please return completed form to:
Computershare Investor Services Pty Limited
GPO Box 505 Melbourne
VIC 3001 Australia
Enquiries (within Australia) 1300 159 378
(outside Australia) 61 3 9415 4239
For personal use only
www.lendlease.com.au
000001
000
SAM
1301011221012102012221332120133322113
E
S
U
R
O
Y
F
L
T
NO PLE ON
M
A
S
Securityholder Reference Number (SRN)
MR JOHN SMITH 1
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Use a black pen.
Print in CAPITAL letters
inside the grey areas.
*I1234567890*
i 1234567890
A B C
1
2 3
IND
A For your security keep your SRN/HIN confidential.
New Lend Lease Group stapled securities at A$7.70 per New Security
RETAIL ENTITLEMENT OFFER CLOSES ON 24 MARCH 2010 AT 5.00PM (AEDT)
A Securityholder Entitlement details
Subregister
Issuer
• This is an important document which requires your immediate attention. If you are in any doubt as to how
to deal with this Entitlement and Acceptance Form (“Form”), please consult your professional adviser.
Entitlement Number
• Terms used in this Form have the meanings given in the Form and the Retail Entitlement Offer Booklet
XXX,XXX,XXX
(collectively, the “Offer Documents”) dated 3 March 2010 (unless otherwise stated). You should read the
Entitlement
based
on
holding
of
LLC
stapled
securities at the Record Date
Offer Documents carefully before completing this Form.
• This Form relates to the renounceable Retail Entitlement Offer of 5 New Securities for every 22 existing
LLC securities held at Record Date,
stapled securities held by Eligible Retail Securityholders on the Record Date at the offer price of A$7.70
XXX,XXX,XXX
being 7.00pm (AEDT) on 2 March 2010
per New Security.
• You can pay by BPAY®. If you choose to pay by BPAY®, you do not need to return this Form. Please
Entitlement to New Securities on a
X,XXX,XXX.XX
refer overleaf for details.
5 for 22 basis
• This Form should not be relied upon as evidence of the current entitlement of the person named on
Amount payable on full acceptance of
this Form.
123456789012
Entitlement at A$7.70 per New Security
• Your application is irrevocable and may not be changed or withdrawn, except as required by law.
• If you wish to be allotted New Securities on the Initial Allotment date, being Monday, 15 March 2010, you must either pay via BPAY® or submit this Form together with your payment by
cheque, bank draft or money order, and cleared funds must be received by the Registry by no later than 5.00pm (AEDT) on the Early Retail Closing Date, being Thursday, 11 March 2010.
If cleared funds are not received by this time, the Registry will retain your Application Monies and process your application as part of the Retail Entitlement Offer as though you submitted
your payment after the Early Retail Closing Date.
• Receipt of your payment (together with this Form if you are paying by cheque, bank draft or money order) will constitute acceptance of the terms and conditions of the Offer Documents.
• If the amount you pay is insufficient to pay for the number of New Securities you apply for, you will be taken to have applied for such lower number of New Securities as that amount will pay
for, or your application will be rejected.
• If the amount you pay is more than the amount payable for your full Entitlement, you will be taken to have applied for your full Entitlement with excess proceeds refunded to you.
I/We enclose my/our payment for the amount shown below being payment of A$7.70 per New Security
Paperclip
cheque(s)
here.
Do not
staple.
B
D
See back of form for completion guidelines
PLEASE DETACH HERE
Ent:
X,XXX
Pay:
110177_V1
Biller Code: 123456
5678 9012 3456 78
X,XXX
Please see overleaf for guidelines to complete this Form and Payment
Ref No: 1234
Options. If you are paying by cheque, bank draft or money order
please detach this section of the Form and return it with your cheque, bank draft or money order.
Number of New Securities applied for (being not
more than your Entitlement shown in box A)
C
Amount enclosed at A$7.70 per New Security
.
A$
Cheque Details: Make your cheque, bank draft or money order payable to “Lend Lease Entitlement Offer” and crossed “Not Negotiable”
Cheque number
BSB number
Account number
Cheque amount
Drawer
A$
E
Contact Details
Please provide your contact details in case we need to speak to you about this Form
Name of contact person
Contact person’s daytime telephone number
(
)
1234567890123456+1234567890-1234+12
How to complete the Entitlement and Acceptance form
Please complete all relevant sections of this Form using BLOCK LETTERS in black ink. Note that photocopies will not be accepted. These instructions are
cross-referenced to each section of this Form. This Form should only be used by/for the securityholder(s) whose details appear on the front of this Form.
Securityholder Entitlement Details
B
New Securities Applied For
For personal use only
A
C
D
Details of your total Entitlement based on your holding of LLC stapled securities at 7.00pm
(AEDT) on 2 March 2010 are shown in box A on the front of this Form.
You can apply to accept either all or part of your Entitlement. Enter in box B the number of
New Securities you wish to accept from your Entitlement.
• To apply for your Entitlement in full, write in box B the number of New Securities shown
in box A as your Entitlement.
(2) Payment by cheque, bank draft or money order
If you choose this payment method, your cheque, bank draft or money order must be made in
Australian currency and drawn on an Australian branch of a financial institution. Such payment
must be made payable to “Lend Lease Entitlement Offer” and crossed “Not Negotiable”.
Payments that are not properly drawn may be rejected. Complete the details in the boxes
provided in section D. The total amount must agree with the amount shown in box C.
E
S
U
R
O
Y
F
L
T
NO PLE ON
M
A
S
• To apply for part of your Entitlement only, write in box B the number of New Securities
for which you wish to apply.
You cannot apply for more New Securities than your total Entitlement as shown in
box A. Please ensure you complete box B.
Application Monies
Enter the amount of Application Monies. To calculate the amount payable, multiply the
number of New Securities applied for by the offer price of A$7.70.
Please ensure you complete box C.
Payment Details
You can apply for New Securities utilising the payment options detailed below. For
all payment options, payment must be received by no later than 5.00pm (AEDT) on
24 March 2010.
Declaration
(1) Payment by BPAY®
You can pay by BPAY® by using the details set out at the bottom left of this page (under
“Payment Options”). If your payment is being made by BPAY® you are not required to return
this Form, and you will be deemed to have applied for such whole number of New Securities
(if any) for which you have paid. It is your responsibility to ensure that funds submitted through
BPAY® are received by 5.00pm (AEDT) on Thursday, 11 March 2010 if you wish to be included
in the Initial Allotment, or otherwise by 5.00pm (AEDT) on Wednesday, 24 March 2010.
By submitting the Form along with your Application Monies or making a payment by BPAY®, you:
• agree to be bound by the terms of the Entitlement Offer, including as set out in the Offer
Documents and the provisions of the constitutions of Lend Lease Corporation and Lend Lease
Trust (together “Lend Lease Group”);
• agree to be bound by the terms and conditions of issue of the New Securities in accordance with
the Offer Documents;
• authorise us to register you as the securityholder(s) of the New Securities (if any) allotted to you;
• declare that all details and statements in the Form are complete and accurate;
• declare that you are over 18 years of age and have full legal capacity and power to perform all
your rights and obligations under this Form;
• acknowledge that once Lend Lease Group receives your Form or payment by BPAY®, you may
not withdraw it;
• agree to apply for, and be issued with, the number of New Securities that you apply for at the
offer price of A$7.70;
• authorise Lend Lease Group and its officers or agents to do anything on your behalf necessary
for the New Securities to be issued to you, including to act on instructions of the Security Registry
upon using the contact details set out in this Form;
• declare that you are an Australian or New Zealand resident at the Record Date;
acknowledge that the information contained in the Offer Documents is not investment advice or
a recommendation that New Securities are suitable for you, given your investment objectives,
financial situation or particular needs;
Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be
held in your account as cheques returned unpaid may not be re-presented and may result in
your Form being rejected. Paperclip (do not staple) your cheque, bank draft or money order to
the Form where indicated. Cash will not be accepted. Receipt of payment will not be forwarded.
E Contact Details
Enter the name of a contact person and telephone number. These details will only be used in
the event that Computershare Investor Services Pty Limited (“Security Registry”) has a query
regarding this Form.
• represent and warrant that the law of any other place does not prohibit you from being given the
Offer Documents or making an application on this Form or by payment by BPAY®;
• represent, warrant and agree (for the benefit of Lend Lease Group, the underwriters and their
respective affiliates) that you are not in the United States;
• represent, warrant and agree that the New Securities have not, and will not be, registered under
the Securities Act or the securities laws of any state or other jurisdictions in the United States,
or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Securities
may not be offered, sold or otherwise transferred except in accordance with an available
exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and any other applicable laws;
• will be deemed to have given each of the representations and warranties contained in the Offer
Documents including in particular those representations and warranties in section 10 under the
heading “How to apply” of the Retail Entitlement Offer Booklet;
• agree not to send this Form, the Offer Documents or any other material relating to the Entitlement
Offer to any person in the United States or that is a U.S. Person, or that is acting for the account
or benefit of a U.S. Person; and
• agree that if in future you decide to sell or otherwise transfer your New Securities, in each case
you will only do so in transactions on the ASX and NZX where neither you nor any person acting
on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that
the purchaser is, a person in the United States.
If you have any enquiries concerning this Form or your Entitlement, please contact the Lend Lease Entitlement Offer Information Line on 1300 159 378 (within Australia) or +61 3 9415 4239
(outside Australia) between 8.30am and 5.00pm (AEDT) Monday to Friday.
Neither the Security Registry nor Lend Lease Group accepts any responsibility if you lodge this Form
Lodgement of Acceptance
at any other address or by any other means.
If you wish to participate in the Initial Allotment of New Securities, cleared funds must be received by
This Form will not be processed if received via facsimile to the Security Registry. Only hardcopy
no later that 5.00pm (AEDT) on Thursday, 11 March 2010. Otherwise payment must be received by
Forms will be accepted and processed.
no later than 5.00pm (AEDT) on Wednesday, 24 March 2010. It is the responsibility of the applicant
to ensure that funds submitted through BPAY® are received by this time. If you are paying by cheque,
CHESS holders must contact their Controlling participant to notify a change of address.
bank draft or money order a reply paid envelope is enclosed for Eligible Retail Securityholders in
Australia. Eligible Retail Securityholders in New Zealand will need to affix the appropriate postage.
Return the bottom section of this Form with the cheque, bank draft or money order attached.
Payment Options:
Biller Code: 123456
Ref No: 1234 5678 9012 3456 78
Telephone & Internet Banking – BPAY®
Contact your bank, credit union or building
society to make this payment from your cheque
or savings account. For more information please
refer to: www.bpay.com.au. You must check the
processing cut off time for BPAY® transaction
with your bank, credit union or building society
as it may be earlier than the close of the Retail
Entitlement Offer. It is the responsibility of the
applicant to ensure funds submitted through
BPAY® are received by the close of the Retail
Entitlement Offer being 5.00pm (AEDT) on
Wednesday, 24 March 2010.
Cheque, bank draft or money order
Made Payable to:
“Lend Lease Entitlement Offer” and crossed
“Not Negotiable”
Mail to:
Lend Lease Entitlement Offer
C/- Computershare Investor
Services Pty Limited
GPO Box 505
Melbourne VIC 3001
Australia
*I1234567890*
Entitlement Number: <xxxxxxxxxx>
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