On 11 March 2008, Dyno Nobel (ASX: DXL) announced that it had entered into a Scheme Implementation Agreement with Incitec Pivot Limited (ASX: IPL) (“IPL”) under which IPL proposes to acquire all of the shares in Dyno Nobel which IPL does not already own by way of a scheme of arrangement (the “Share Scheme”). If the Share Scheme is implemented, Eligible Share Scheme Participants will receive New Incitec Pivot Shares as part of the Share Scheme Consideration (subject to Mix and Match Elections). Further details in relation to the Share Scheme Consideration may be found in the Scheme Booklet dated 18 April 2008, which was posted to Dyno Nobel shareholders on 22 April 2008 (and which is available on the Dyno Nobel website at www.dynonobel.com) (“Scheme Booklet”). Unless otherwise specified, capitalised terms in this announcement have the meaning set out in the Scheme Booklet.
On Monday 5 May 2008, IPL announced that it would pay an interim dividend of A$2.04 per Incitec Pivot Share to its shareholders on 2 July 2008 (“Interim Dividend”). The record date for determining entitlements to the Interim Dividend is 14 May 2008. If the Share Scheme is implemented, Share Scheme Participants who receive New Incitec Pivot Shares will not be entitled to receive the Interim Dividend, as they will not be registered holders of Incitec Pivot Shares on 14 May 2008.
If the Incitec Pivot VWAP as at the Second Court Date is at or above the Scheme Threshold (A$138.16), the number of New Incitec Pivot Shares that will be received as Standard Share Scheme Consideration for each Scheme Share will be adjusted from 0.01406 to approximately 0.01425, to provide for the value of the Interim Dividend (the actual adjustment to be calculated in accordance with clause 5.5(b)(i) of the Share Scheme). Please refer to both the section headed “What you will receive under the Share Scheme” on page 7 of the Scheme Booklet, and IPL’s ASX announcement released on 13 March 2008 for more details.
Enquiries If you have any questions in relation to the Share Scheme, please contact the Dyno Nobel Information Line on 1300 652 548 (within Australia) or +61 3 9415 4607 (outside Australia). -ENDSFor media enquires contact Sonja Kukec, Dyno Nobel on 0437 766 483.