Adbri Limited (ASX: $ABC) Scheme Implementation Deed

Adbri Limited (ASX: $ABC) has entered into a Scheme Implementation Deed with CRH ANZ Pty Ltd and CRH plc for the acquisition of all issued shares in Adbri that Barro Group Pty Ltd and its associates do not currently own. The Scheme offers Independent Shareholders $3.20 per Adbri Share in cash, representing a 41% premium to Adbri's undisturbed closing price on 15 December 2023. Adbri's Independent Directors unanimously recommend shareholders vote in favor of the Scheme. The implementation of the Scheme is subject to various conditions, including Court and Foreign Investment Review Board approval, Independent Shareholder approval, and an Independent Expert's conclusion that the Scheme is in the best interests of Independent Shareholders. The Scheme is expected to be implemented in June 2024 if approved by Adbri Independent Shareholders and all other conditions precedent are satisfied or waived.

Executive Commentary on Scheme Implementation Deed

The Scheme Implementation Deed represents a significant step for Adbri as it outlines the terms and conditions for the acquisition by CRH ANZ Pty Ltd and CRH plc. The offer of $3.20 per share in cash, at a 41% premium, demonstrates the confidence in Adbri's value. The unanimous recommendation from Adbri's Independent Directors reflects their belief in the benefits of the Scheme for Independent Shareholders. We are committed to ensuring transparency and compliance with all regulatory requirements throughout this process.

Summary of Scheme Implementation Deed and Outlook

Adbri Limited (ASX: $ABC) has entered into a Scheme Implementation Deed for the acquisition by CRH ANZ Pty Ltd and CRH plc, offering Independent Shareholders $3.20 per share in cash, representing a 41% premium. The Scheme is subject to various approvals and conditions, with an expected implementation in June 2024. The equity value on a 100% fully diluted basis is approximately $2.1 billion. The Scheme Implementation Deed provides detailed information on the acquisition process, including key conditions, terms, and next steps. Adbri's commitment to transparency and compliance is evident in engaging financial and legal advisers. The outlook for Adbri involves a strategic acquisition that aims to create value for Independent Shareholders and strengthen the company's position in the market.