Nippon Proposal

Acquisition Proposal by Nippon Paints

On 17 April 2019 DuluxGroup Limited announced that it has entered into a Scheme Implementation Deed with Nippon Paint Holdings Co., Ltd. ('Nippon') under which Nippon proposes to acquire 100% of DuluxGroup shares.

Scheme Booklet

A Scheme Booklet containing relevant information, including the Independent Expert's Report, has been registered with ASIC and lodged with the ASX, and an electronic copy is available here. Shareholders who have elected to receive notifications electronically will have received an email with links where they can download the Scheme Booklet and lodge their proxy online. Shareholders who have not elected electronic communications were mailed a printed copy of the Scheme Booklet on 21 June 2019.

Scheme Meeting - 31 July 2019

The Scheme Meeting will take place at 2:00pm (AEST) on 31 July 2019 at The Clarendon Auditorium, Melbourne Exhibition Centre, 2 Clarendon Street, South Wharf, Victoria, Australia.  

The Scheme Meeting will also be live webcast. This will be a 'listen only' webcast facility (with no facility to vote or ask questions). Register for the webcast here

The Offer

The offer is a 100% cash offer comprising Scheme Consideration (payable by Nippon) of $9.37 per share, and DuluxGroup shareholders that held DuluxGroup shares on the Record Date of 24 June 2019 also received $0.43 per DuluxGroup share in Permitted Dividends as outlined below

Interim and Special Dividends

On 15 May 2019, the DuluxGroup Board declared an a fully franked Interim Dividend of $0.15 per DuluxGroup Share and a fully franked Special Dividend of $0.28 per DuluxGroup Share (together, the Permitted Dividends). The Permitted Dividends were paid on 28 June 2019 to those DuluxGroup Shareholders who were on the Share Register on 24 June 2019 (Dividend Record Date). The Permitted Dividends are not conditional on the Scheme and will be paid irrespective of whether the Scheme proceeds. If the Scheme is implemented, DuluxGroup shareholders will also receive the Scheme Consideration (payable by Nippon) of $9.37 per DuluxGroup share.

Accordingly, if the Scheme proceeds, those DuluxGroup Shareholders who receive the Permitted Dividends and the Scheme Consideration will, in aggregate, receive $9.80 per DuluxGroup Share (Total Cash Value). Any DuluxGroup Shareholder that acquires DuluxGroup Shares after the Dividend Record Date will receive $9.37 per DuluxGroup Share if the Scheme proceeds (provided they are DuluxGroup shareholders on the Scheme Record Date - 14 August 2019).

NOTE: The Company's Dividend Reinvest Plan (DRP) has been suspended and therefore will not operate with respect to the 2019 interim and special dividends. If you have not previously notified DuluxGroup's Share Registry of your nominated bank account or you would like to change your existing bank account details, you should contact DuluxGroup's Share Registry on 1300 090 835 (within Australia) or +61 3 9415 4183 (outside Australia) Monday to Friday between 8.30am and 5.00pm before the Record Date (24 June 2019).

     
Event

Time and Date
First court hearing 14 June 2019
Scheme Booklet sent to shareholders 21 June 2019
Last date for proxy forms 2:00pm on 29 July 2019
Eligibility to vote 7:00pm on 29 July 2019
Scheme Meeting 2:00pm on 31 July 2019
* Second Court Hearing 10.15am on 6 August 2019
* Effective Date 6 August 2019
* Scheme Record Date 14 August 2019
* Implementation Date 21 August 2019

*If the Scheme Resolution is approved by DuluxGroup Shareholders at the Scheme Meeting