Public Notice of Amalgamation Proposal
Pursuant to Section 221(4)(b) of the Companies Act 1993
Company Nos.: 922638, 20638
On 2 February 2016, FLETCHER BUILDING LIMITED announced that it had agreed to acquire (through its wholly owned subsidiaries) HIGGINS GROUP HOLDINGS LIMITED (including its subsidiary, HIGGINS AGGREGATES LIMITED) and its Fiji contracting business, but excluding its ready-mix concrete and property businesses, for a total consideration of NZ$315,000,000.00.
The agreement is conditional on a number of factors, including Overseas Investment Office and Commerce Commission consent. Subject to satisfaction of those conditions, with effect from settlement of this transaction, it is proposed that HIGGINS AGGREGATES LIMITED amalgamate with FLETCHER CONCRETE AND INFRASTRUCTURE LIMITED (“amalgamating companies”) to allow for the efficient integration, and simplification, of the quarrying operations of the two businesses.
The board of directors of each amalgamating company give notice of the proposed amalgamation of the amalgamating companies. FLETCHER CONCRETE AND INFRASTRUCTURE LIMITED is intended to continue as the amalgamated company.
Copies of the amalgamation proposal are available for inspection by any shareholder or creditor of an amalgamating company, or any person to whom an amalgamating company is under an obligation, at the registered offices of each amalgamating company detailed below during normal business hours.
Any shareholder or creditor of an amalgamating company, or any person to whom an amalgamating company is under an obligation, is entitled to be supplied free of charge with a copy of the amalgamation proposal upon written request to the registered office of an amalgamating company.
It is intended that the amalgamation will take effect on the date of settlement of the transaction, which is expected to take place on 29 July 2016.
The Registered Offices for the Amalgamating Companies are:
FLETCHER CONCRETE AND INFRASTRUCTURE LIMITED, 810 Great South Read, Penrose, Auckland 1061.
HIGGINS AGGREGATES LIMITED, 420 Church Street, Palmerston North.
Dated this 30th day of June 2016.
THE BOARD OF DIRECTORS OF EACH OF THE AMALGAMATING COMPANIES.