09 May 2011
Demerger Scheme Effective
Foster’s Group Limited (Foster's) is pleased to announce that the scheme of arrangement (Scheme) for the demerger (Demerger) of Treasury Wine Estates Limited (Treasury Wine Estates) that was approved by shareholders at the Scheme Meeting held on 29 April 2011 has now become Effective.1 Foster’s today lodged the orders of the Supreme Court of Victoria with the Australian Securities and Investments Commission.
Treasury Wine Estates is expected to commence trading on the Australian Securities Exchange on Tuesday, 10 May 2011 under the ASX code "TWE". Treasury Wine Estates shares will initially trade on a deferred settlement basis. The Demerger is expected to be implemented on Friday, 20 May 2011. Other key dates for implementing the Demerger are set out in the Demerger Booklet sent to shareholders.
Board and senior management changes
A number of changes to the Foster’s Board and senior management take effect today.
Foster’s welcomes Paula Dwyer, Judith Swales and Michael Wesslink as Non-Executive Directors on the Foster’s Board.
Margaret Lyndsey Cattermole and Maxwell Ould have retired from the Foster’s Board and assumed positions on the Treasury Wine Estates Board. Ian Johnston also retires today from his role as an Executive Director on the Foster’s Board and as Chief Executive Officer. Mr Johnston’s last day at Foster’s is expected to be on 4 July 2011.
John Pollaers is the new Chief Executive Officer and an Executive Director of Foster’s.
Paul Conroy has resigned from the position of Foster’s Company Secretary and will become Company Secretary of Treasury Wine Estates. Dan Last has been appointed as the new Foster’s Company Secretary, effective immediately.
Foster’s sincerely thanks each of Mr Johnston, Ms Cattermole, Mr Ould and Mr Conroy for their contributions and wishes them success in the future.
Chief Executive Officer contract
The material terms of Mr Pollaers’ employment agreement, including incentive arrangements, are summarised in section 6.6(c) of the Demerger Booklet sent to shareholders.
The number of Foster’s shares to be issued to Mr Pollaers under the incentive arrangements will not be known until the allocation dates.
Long term incentive plan
Subject to the disclosure below regarding adjusted entitlements, the number of Foster’s shares that will be available to Mr Pollaers under the long term incentive plan will be determined by reference to the volume weighted average price (VWAP) over the one month following the announcement of the financial year-end results for Foster’s, rounded to the nearest hundred shares.
The Foster’s Board has resolved that adjusted entitlements under the 2010 Long Term Incentive Plan Offer will be granted (including to Mr Pollaers) no later than one month after the Implementation Date of the Demerger. The Implementation Date is expected to be 20 May 2011.
The number of adjusted entitlements will be determined by multiplying the existing number of Foster’s shares to which the entitlements relate by a “topup ratio”. The top-up ratio is calculated as the pre-demerger share price divided by the post-demerger share price, less 1.
The pre and post-demerger share prices will be calculated respectively as the 5-day VWAP ending today and the 5-day VWAP beginning tomorrow (which is the day that Foster’s shares first trade without an entitlement to participate in the Demerger).
Foster’s has established the Foster’s Shareholder Information Line to answer questions shareholders may have in relation to the Demerger. The Foster’s Shareholder Information Line is available on business days between 9.00am and 5.00pm (Melbourne time) on 1300 048 608 (within Australia) or +61 3 9415 4812 (International).
1 Effective has the meaning given to that term in the Scheme.
Butcher & Co.
Tel: +61 3 9654 0735
Mob: +61 400 841 088
Tel: +61 3 9633 2685
Mob: +61 0417 033 623