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RCR Tomlinson Ltd Proposes Acquisition Of Norfolk Group Ltd


Thursday, 21 Mar 2013 06:34pm EDT 

RCR Tomlinson Ltd announced that following an approach to Norfolk Group Ltd, it has entered into an exclusive arrangement with NFK in respect of a proposal for RCR to acquire 100% of the issued shares in NFK by way of Scheme of Arrangement (proposal). The Proposal is subject to RCR completing abridged due diligence activities and the parties entering into a definitive Scheme Implementation Agreement. The Proposal is an all-cash offer for 100% of the shares in NFK at an indicative price of AUD0.38 per NFK share, for a total cash consideration of approximately AUD62 million (on a fully diluted basis) which has been calculated based on an assumed net debt position of NFK of not more than AUD78 million. The indicative price will be confirmed or adjusted following a short due diligence period, with the aggregate offer consideration to be adjusted on a dollar for dollar basis in proportion to the actual net debt position of NFK. In addition, the Proposal includes the potential for incremental benefits to NFK shareholders, depending upon the extent to which current uncollected working capital of up to approximately AUD74 million is recovered by NFK or acquired by RCR. Upon completion of the Proposal, RCR will assume NFK’s debt, which has arisen mostly due to these uncollected balances. 

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