Bradken Limited Annual Report 2015 - page 37

Bradken Limited
Directors' report
30 June 2015
Directors' report
A. General information
Nick Greiner
Brian Hodges
Greg Laurie
Phil Arnall
Eileen Doyle
Peter Richards
David Smith
Principal activities
Dividends - Bradken Limited
Dividends paid to members during the financial year were as follows:
Significant changes in the state of affairs
Significant events after the balance date
Corporate activity
During the year ended the Group has has incurred significant restructuring costs and has materially written down the value of
many of the Group's assets,
On 30 June 2015, the Group entered into a Redeemable Preference Share (“RPS”) agreement for cash consideration of
$70,000,000. 700,000 RPSs were issued with a face value of $100 per share and have no fixed maturity date. Each RPS
confers on its holder the right to semi-annual distributions at step up rate of 7.5-13% which, at the election of the Group, can be
waived in the first 12 months through the issuance of additional RPS instruments at an increased distribution rate.
In August 2015 the Group chose not to participate in the rights issue undertaken by Austin Engineering Limited (ANG) and as
such, the Group's shareholding in ANG has been diluted from 21.64% to 14.40%. Other than this there has not arisen in the
interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual
nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Group, the results of
those operations, or the state of affairs of the Group, in future financial years.
Other information
Your directors present their report on the consolidated entity (referred to hereafter as the group) consisting of Bradken Limited
and the entities it controlled at the end of, or during, the year ended 30 June 2015.
This report has been divided into the following sections:
The following persons were directors of Bradken Limited during the whole of the financial year and up to the date of this report
unless otherwise noted:
During the year the principal activities of the Group consisted of:
manufacture and maintenance of freight rollingstock products
supply of cast, machined and fabricated components and highly engineered steel castings to the energy, industrial, oil & gas
and rail transport industries
supply of equipment and consumables to the mineral processing, quarrying and power markets
supply and service of wear components for mining and earthmoving equipment
There were no major changes in the nature of the activities of the Group during the period.
supply of foundry consumables to the foundry and steelmaking industries
Interim dividend for the year ended 30 June 2015 of zero cents (2014: 15.0 cents) per
fully paid share (2014: paid 21 March 2014)
Final dividend for the year ended 30 June 2014 of 11.0 cents (2013: 18.0 cents) per fully
paid share paid on 9 September 2014 (2013: 13 September 2013)
General information
Operational and financial review
Remuneration report
On 26 June 2015, Bradken announced that a consortium comprising the SK Group and CHAMP Private Equity had approached
the company regarding a possible merger between Bradken and Magotteaux, a wholly owned subsidiary of the SK Group. The
parties agreed to work together during a 60 day exclusivity period to review the strategic and financial merits of a merger, which
is currently scheduled to expire on 29 August 2015. Bradken confirms merger discussions and due diligence between the parties
remain ongoing, with the focus to date on identifying and quantifying the potential benefits that could be realised under a merger.
Bradken will provide an update to the market regarding the potential merger transaction when appropriate. If an agreement is
reached, any such merger is expected to require the approval of Bradken shareholders.
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Bradken Limited
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