Worley Group Limited ABN

Transcription

1 Worley Group Limited ABN All correspondence to: Computershare Investor Services Pty Limited GPO Box 4195 Sydney New South Wales 2001 Australia Enquiries (within Australia) (outside Australia) Facsimile October 2004 Dear Shareholder Annual General Meeting 2004 On behalf of the directors of Worley Group Limited ( Worley ), I am pleased to invite you to Worley s Annual General Meeting ( AGM ). Enclosed is the notice of meeting for your consideration. Worley s 2004 AGM will be held on Monday 15 November 2004 commencing at 2.00 pm (AEST) at the Bradfield Rooms, North Sydney Harbourview Hotel, 17 Blue Street, North Sydney, New South Wales, If you decide to attend the meeting, please bring this letter with you to facilitate registration and entry into the meeting. The purpose of the AGM is to receive Worley s financial report and the directors and auditor s reports for the year ended 30 June 2004 and to consider various resolutions to elect directors to Worley s Board, together with the special business detailed in the attached Explanatory Memorandum. All of Worley s directors recommend that shareholders vote in favour of each of the resolutions proposed to be passed at the forthcoming AGM. If you are unable to attend the AGM, I encourage you to cast your vote by completing, signing and returning the enclosed Proxy Form in accordance with the instructions set out on the Proxy Form. Corporate shareholders should complete a Certificate of Appointment of Corporate Representative to enable a person to attend the meeting on their behalf. A form of this certificate may be obtained from the Company s share registry. Further details relating to the various resolutions proposed to be passed at the AGM are set out in the Explanatory Notes accompanying the notice of meeting. I urge all shareholders to carefully read this material before voting on the proposed resolutions. Finally, as you are aware, this will be my last meeting as Chairman of Worley although I will remain on the Board until early next year. My retirement takes effect from the conclusion of the Annual General Meeting, at which time Mr Ron McNeilly will assume this position. I would like to take this opportunity to thank shareholders for their support during my tenure as Chairman, particularly following Worley s listing in I look forward to seeing you at the meeting. Yours sincerely John Schubert Chairman

2 NOTICE OF MEETING Worley Group Limited ABN Notice is hereby given that the 2004 Annual General Meeting ( AGM ) of Worley Group Limited (Worley) will be held on Monday, 15 November 2004 at 2.00pm (AEST) at Bradfield Rooms North Sydney Harbourview Hotel, 17 Blue Street, North Sydney, New South Wales, Ordinary business 1 Financial Report To receive and consider the financial report of the Company and the reports of the Directors and of the Auditor for the financial year ended 30 June Election of Directors To consider, and if thought fit, pass the following resolutions as ordinary resolutions: (a) (b) (c) That Mr Grahame Campbell, who retires by rotation in accordance with rule 8.1(e)(2) of the Company s Constitution, and being eligible, is re-elected as a director of the Company. That Mr John Green, who retires by rotation in accordance with rule 8.1(e)(2) of the Company s Constitution, and being eligible, is re-elected as a director of the Company. That, conditional on, and with effect from the later of the date of this meeting or the Completion of the Acquisition (as defined in the Explanatory Notes) having occurred, Mr William Hall is elected as a director of the Company. Special Business 3 Renewal of proportional takeover provision To consider, and if thought fit, pass the following resolution as a special resolution: That the Company renew the proportional takeover provisions contained in Rule 6 of the Constitution for a period of 3 years. 4 Amendment of Constitution To consider, and if thought fit, pass the following resolution as a special resolution: That the Constitution of the Company be amended by deleting the number 30 in current Rules 8.1(l)(3) and (4) of the Constitution and substituting the phrase 35 business. 5 Refreshment of Worley s 15% placement capacity under the ASX Listing Rules To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company: That the placement issue of 22.4 million ordinary shares at $4.10 per ordinary share on 8 October 2004, is approved for the purposes of Listing Rule 7.4 of the Australian Stock Exchange. 6 Change of Name To consider, and if thought fit, pass the following resolution as a special resolution: That, conditional on Completion of the Acquisition (as defined in the Explanatory Notes), the name of the Company be changed from Worley Group Limited to WorleyParsons Limited, effective from the date the Australian Securities and Investments Commission alters the details of the Company s registration. By order of the Board Dated: 14 October 2004 Sharon Sills Company Secretary 1

3 Voting on Item 5 In accordance with the ASX Listing Rules, Worley will disregard any votes cast on Item 5 by: any person who participated in the institutional placement issue of the shares; and an associate of any such person. However, Worley will not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Voting entitlements The Board has determined that a shareholder s voting entitlement at the meeting will be taken to be the entitlement of the person shown in the register of members as at 2:00pm AEST on Saturday 13 November Proxies A Proxy Form accompanies this Notice of Meeting. A member entitled to attend and vote has a right to appoint a proxy. The proxy need not be a member of Worley. Any instrument appointing a proxy in which the name of the appointee is not completed is regarded as given in favour of the chair of the meeting. The appointment of one or more duly appointed proxies will not preclude a member from attending the AGM and voting personally. Members who are entitled to cast two or more votes may appoint not more than two proxies to attend and vote instead of themselves. An additional proxy form will be supplied by the share registry (Computershare Investor Services Pty Limited) on request by contacting or from outside Australia Where two proxies are appointed, both forms should be completed with the nominated proportion or number of votes each proxy may exercise. If no such proportion or number is specified, each proxy may exercise half of the votes. If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form. Proxy Forms must be signed by a member or the member s attorney or, if the member is a corporation, must be signed in accordance with section 127 of the Corporations Act or under hand of its attorney or duly authorised officer. If the Proxy Form is signed by a person who is not the registered holder of Shares (eg an attorney), then the relevant authority (eg, in the case of proxy forms signed by an attorney, the power of attorney or a certified copy of the power of attorney) must either have been exhibited previously to Worley or be enclosed with the Proxy Form. To be effective, Proxy Forms must be received by the Company at its registered office or deposited at or faxed to: WORLEY GROUP LIMITED share registry at: Computershare Investor Services Pty Limited, GPO Box 4195, Sydney NSW 2001, Australia; Fax number by 2.00pm (AEST) on Saturday 13 November If a body corporate is appointed as proxy, please write the full name of that body corporate (eg, Company X Pty Ltd). Do not use abbreviations. The body corporate will need to ensure that it: (a) appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting. If no such evidence is received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy. Body corporate representatives A corporation, by resolution of its directors, may authorise a person to act as its representative to vote at the AGM. A representative appointed by a corporation may be entitled to execute the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of Worley. To evidence the authorisation, either a certificate of corporate body representative executed under the common seal of the corporation or under the hand of its attorney or an equivalent document evidencing the appointment will be required. The certificate or equivalent document must be produced prior to the meeting. 2

4 Worley Group Limited ABN EXPLANATORY NOTES TO SHAREHOLDERS These Explanatory Notes form part of the Notice of Meeting and should be read with the Notice of Meeting. ORDINARY BUSINESS Election of Directors Resolution 2(a) Mr Grahame Campbell Mr Grahame Campbell, non executive director, who retires by rotation in accordance with rule 8.1(e)(2) of the Company s constitution, is standing for re-election as a director of the Company at the AGM. Grahame is a member of the Board s Nominations and Remuneration Committee and the Audit & Risk Committee. Grahame was a member of Worley s advisory board for four years prior to listing. Grahame was Managing Director of CMPS&F from 1987 to 1995, one of the largest engineering and project management groups in Australia. Grahame has over 30 years experience in the management of major Australian and offshore infrastructure projects including oil, gas, road, rail, mining and minerals projects. Grahame is currently a director of Iluka Resources Limited and the Macro Engineering Council (Sydney University). Grahame is a past President of the Association of Consulting Engineers in Australia and the Australian Pipeline Industry Association. The Directors unanimously recommend the reappointment of Mr Grahame Campbell to the Worley Board. Resolution 2(b) Mr John Green Mr John Green, non executive director, who retires in accordance with rule 8.1(e)(2) of the Company s constitution, is standing for re-election as a director of the Company at the AGM. John is a member of the Board s Nominations and Remuneration Committee. John was a member of Worley s advisory board for nine years prior to listing, including a period as its Chairman. John is an investment banker at Macquarie Bank where he has been an executive director since John s prior professional career was in law, including as a partner in law firms Freehills and Blake Dawson Waldron. John is director of the Macquarie Bank Foundation, Macquarie s philanthropic foundation and is also director of The Centre for Independent Studies, a not-for-profit public policy think tank. He is a member of the Finance Committe of the Children s Hospital at Westmead. Previously, he was a member of ASX National Listings Committee and held a number of positions in the Securities Institute of Australia. The Directors unanimously recommend the reappointment of Mr Green to the Worley Board. Resolution 2(c) Mr William Hall Mr William Hall, is standing for election as a director of the Company at the AGM. At the time of this Notice of Meeting being distributed to shareholders, the Board has been in the process of negotiating the Acquisition more fully described in the Explanatory Notes to Resolution 5. As part of negotiations, it has been agreed with Mr Hall that he will be appointed to the Board with effect from the Completion of the Acquisition. Accordingly, shareholder approval is sought to his election, conditional on, and with effect from the later of the meeting or the Completion of the Acquisition. William (Bill) E. Hall became Chairman and Chief Executive Officer of Parsons E&C Corporation in Prior to this current position he served as President of Parsons Energy & Chemicals Group Inc. ( ), President of Parsons Process Group Inc. ( ), President of The Ralph M. Parsons Company ( ), and Senior Vice President and Manager of the Petroleum & Chemical (P&C) Division with the company ( ). Bill has a 25-year tenure with Parsons. He has a Bachelor s and Master s degree in Chemical Engineering, and has completed the Executive Program at Stamford University. Subject to the satisfaction of the condition, the Directors unanimously recommend the election of Mr Hall to the Worley Board. 3

5 SPECIAL BUSINESS Resolution 3 Renewal of proportional takeover provision Rule 6 (which requires the approval of members to a proportional takeover bid, as permitted by section 648D of the Act) was approved when the Constitution was adopted. Rule 6.4 provides that rule 6 ceases to be of effect 3 years after being adopted. Accordingly, rule 6 ceases to have effect on 25 September 2005 unless it is renewed. The directors consider it to be in the interests of the shareholders to renew the plebiscite at the 2004 AGM. Proportional takeover bid A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder s shares (ie, less than 100%). Effect of proportional takeover provision If a proportional takeover bid is made, the Directors must ensure that a meeting is held, in general, more than 14 days before the last day of the bid period, at which shareholders will consider a resolution to approve the takeover bid. Each shareholder has one vote for each fully paid share held. The vote is decided on a simple majority. The bidder and its associates are not allowed to vote. If the resolution is not passed, no transfer will be registered as a result of the takeover bid and the offer will be taken to have been withdrawn. If the resolution is not voted on, the bid is taken to have been approved. If the bid is approved (or taken to have been approved), all valid transfers must be registered. The proportional takeover approval provisions do not apply to full takeover bids. Reasons for Rule 6 A proportional takeover bid may result in control of the Company changing without shareholders having the opportunity to dispose of all their shares. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium (ie for all shares). This Rule will allow shareholders to decide by majority whether a proportional takeover bid is acceptable in principle. Knowledge of any acquisition proposals As at the date this Notice of Meeting was prepared, no Director is aware of any proposal by any person to acquire or to increase the extent of a substantial interest in the Company. Potential advantages and disadvantages The Directors consider that the takeover approval provisions have no potential advantages or disadvantages for them. They remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted or not. The potential advantages of Rule 6 for shareholders include: shareholders have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed; shareholders may avoid being locked in as a minority; shareholders bargaining power is increased and may assist in ensuring that any proportional takeover bid is adequately priced; and knowing the view of the majority of shareholders may help each individual shareholder assess the likely outcome of the proportional takeover bid and decide whether to accept or reject an offer under the bid. 4

6 The potential disadvantages for shareholders of Rule 6 being renewed include: proportional takeover bids for shares in the Company may be discouraged; shareholders may lose an opportunity to sell some of their shares at a premium; and the likelihood of a proportional takeover succeeding may be reduced. While the existing proportional takeover provisions have been in effect there have been no takeover bids for the Company. The Directors are not aware of any potential bid that was discouraged by Rule 6. The Directors do not believe the possible disadvantages outweigh the advantages of renewing the proportional takeover provisions for a further 3 years. The Directors unanimously recommend that shareholders vote in favour of the resolution. Resolution 4 - Proposed amendment to Rule 8.1 (l) (3) and (4) This resolution proposes that the Constitution be amended by replacing reference to 30 days in current Rules 8.1(l)(3) and (4) of the Constitution with 35 business days. This amendment is proposed to reflect the current ASX Listing Rules timeframe for director nominations, the period for giving notice of meetings of shareholders, as well as current practice. The current provision in Worley s Constitution requires a person wishing to nominate to the position of director to comply with the nomination process and serve it on Worley 30 days before the general meeting. By extending that period to 35 business days Worley will have more flexibility in timetabling and administering the receipt of any such nomination and allow the Company sufficient time to meet the requirement that it give at least 28 clear days notice of a general meeting of shareholders and avoid the expense of a reprint or r ing due to a nomination received after giving notice of the meeting. The Directors unanimously recommend that shareholders vote in favour of the resolution. Resolutions relating to the Acquisition of Parsons E&C Corporation Resolution 5 Refreshment of Worley s 15% placement capacity under the ASX Listing Rules Worley issued 22.4 million ordinary shares at $4.10 per share on 8 October 2004 to institutional investors as part of an institutional placement. In conjunction with the institutional placement, Worley has made an entitlement offer under a prospectus lodged with the Australian Securities & Investments Commission on 11 October 2004 (Prospectus). Shareholder approval is now sought for the issue of shares under the institutional placement for the reasons set out below. Shares issued under the institutional placement are ordinary shares ranking equally with all other issued ordinary shares of Worley. The institutions to whom shares were issued under the institutional placement were determined by a book-build bid process undertaken on behalf of Worley by UBS AG, Australia Branch as the underwriter of the institutional placement. The funds raised by the institutional placement and the entitlement offer, together with additional debt funding, will be used by Worley to acquire 100% of the share capital of Parsons E&C Corporation, a Delaware corporation (Acquisition). Completion of this acquisition is scheduled to occur on 15 November 2004 (i.e. prior to the opening of the annual general meeting, but after the date of this notice) (Completion). More detail about the Acquisition is contained in the Prospectus which has been provided to shareholders entitled to participate in the entitlement offer and is available on Worley s website at Listing Rule 7.1 provides that, in general, Worley must not issue more than 15% of its issued capital in any 12 month period without shareholder approval. There are limited exceptions to this limit, for example, issues under Worley s employee and executive share plans, as those issues were previously approved by shareholders as an exception to Listing Rule 7.1 in 2002, and pro rata entitlement issues to shareholders. The issue of shares under the institutional placement did not require shareholder approval under Listing Rule 7.1 at the time the issue was made. However, because the institutional placement was for 15% of Worley s issued capital, without the granting of the shareholder approval of the issue of shares sought by this resolution Worley will not be able to issue any further shares in the 12 months following the placement except with shareholder approval or in accordance with the limited exceptions to the 15% limit in Listing Rule 7.1. The Board now seeks subsequent approval for the issue of shares under the institutional placement to refresh Worley s ability to issue further shares up to a limit of 15% of Worley s issued capital in the next 12 months without needing to seek shareholder approval or rely on an exception to the 15% limit in Listing Rule

7 The Board believes that it is in the best interests of Worley that it maintain its ability and full flexibility to issue shares in the future, so that Worley may take advantage of commercial opportunities as and when they arise. The Directors unanimously recommend that shareholders vote in favour of the resolution. Voting Exclusion In accordance with the ASX Listing Rules, Worley will disregard any votes cast on Resolution 5 by: any person who participated in the institutional placement issue of shares; and an associate of any such person. However, Worley will not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides. Resolution 6 - Proposed change of name change to WorleyParsons Limited Conditional on Completion of the Acquisition more fully described in the explanatory text to Resolution 5, shareholder approval is sought for a change in Worley s name. The Directors recommend changing Worley s name to assist in the realisation of the synergistic gains from the Acquisition. If Completion does not take place, there will be no change in Worley s name. The Directors believe that the proposed new name reflects the heritage of both Worley and Parsons and will give Worley the benefit of the marketing impact of a brand name associated with major project execution, professionalism and expertise throughout the world. The Parsons name is recognised for its contribution to the development of projects in the hydrocarbons and petrochemicals industry globally over the last 60 years. There is no effect on share structure or share holding of Worley as a result of the proposed change of name. If Completion of the Acquisition occurs prior to the meeting, and the resolution is passed, application will immediately be made to ASIC to alter the details of Worley s registration by registering the new name. If Completion of the Acquisition has not occurred as at the date of the meeting and the resolution is passed, application will be made to ASIC following Completion to alter the details of Worley s registration. The Directors unanimously recommend that shareholders vote in favour of the resolution. 6

8 Proxy Form Worley Group Limited ABN Mark this box with an X if you have made any changes to your address details (see reverse) All correspondence to: Computershare Investor Services Pty Limited GPO Box 4195 Sydney New South Wales 2001 Australia Enquiries (within Australia) (outside Australia) Facsimile Appointment of Proxy I/We being a member/s of WORLEY GROUP LIMITED and entitled to attend and vote hereby appoint the Chairman of the Meeting (mark with an X ) OR If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy. or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of WORLEY GROUP LIMITED to be held at North Sydney Harbourview Hotel, 17 Blue Street, North Sydney on Monday 15 November 2004 at 2:00pm and at any adjournment of that meeting. + IMPORTANT: FOR ITEM 5 BELOW If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on Item 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of the item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on the item. The Chairman of the Meeting intends to vote undirected proxies in favour of the item. Voting directions to your proxy - please mark X to indicate your directions For Against Abstain* For Against Abstain* Item 2(a). To re-elect Mr Grahame Campbell as a director Item 4. To amend Constitution Item 2(b). To re-elect Mr John Green as a director Item 2(c). To elect Mr William Hall as a director Item 3. To renew proportional takeover provision Item 5. To refresh Worley's 15% placement capacity under the ASX Listing Rules Item 6. To change name from Worley Group Limited to WorleyParsons Limited In addition to the intention advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the other items of business. * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary / / Contact Name Contact Daytime Telephone Date WOR 1 9 P R V3

9 How to complete the Proxy Form 1 Your Address This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form. 2 Appointment of a Proxy Members who are entitled to attend and vote at the Annual General Meting may appoint a proxy. A proxy can be either an individual or body corporate. If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate, e.g. John Smith or Company X Pty Ltd. Do not use abbreviations. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. If a body corporate is appointed as proxy, the full name of the body corporate being appointed must be set out. The body corporate will need to ensure that it: (a) appoints an individual as its corporate representative to exercise its power at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting. If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy. 3 Votes on Items of Business You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. 4 Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope. 5 Signing Instructions You must sign this form as follows in the spaces provided: Individual: Joint Holding: Power of Attorney: Companies: where the holding is in one name, the holder must sign. where the holding is in more than one name, all of the securityholders should sign. to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary or signed by an authorised officer or Attorney of the Company. Please indicate the office held by signing in the appropriate place. If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry. Lodgement of a Proxy This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 2:00pm on Monday 15 November Any Proxy Form received after that time will not be valid for the scheduled meeting. Documents may be lodged using the reply paid envelope or: IN PERSON Registered Office - Level 7, 116 Miller Street, North Sydney NSW 2060 Australia Share Registry - Computershare Investor Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000 Australia BY MAIL Registered Office - Level 7, 116 Miller Street, North Sydney NSW 2060 Australia Share Registry - Computershare Investor Services Pty Limited, GPO Box 4195, Sydney NSW 2001 Australia BY FAX V3