Boral to return AUS$3 billion to shareholders

Boral, Australia's largest construction materials and building products supplier, has announced an AUS$3 billion return of surplus capital to shareholders.
Quarry Products / February 2, 2022
By Guy Woodford
A Boral employee and lorry

The cash distribution of $2.72 per share will be in the form of a $2.65 per share equal capital reduction, totalling $2,923 million and an unfranked dividend of 7 cents per share, totalling $77 million.

At the 2021 Annual General Meeting on 28 October 2021 shareholders voted to reduce Boral's share capital by up to $3 billion by way of an equal capital reduction.

Boral CEO & managing director Zlatko Todorcevski said: "We are returning funds to our shareholders in an efficient way, consistent with our financial framework and focus on disciplined capital management.

"The return of surplus capital follows the receipt of proceeds from the sale of the North American Building Products and 50% owned Meridian Brick businesses, and Australian Building Products businesses, which combined were divested for a total consideration of more than $3 billion."

"In the 12 months following the sale of USG Boral and culminating with the announced sale of Boral's North American Fly Ash business, we have completed an extensive portfolio realignment, unlocking significant value for our shareholders. Our reshaped portfolio allows us to focus on strengthening the performance and profitability of our core Australian construction materials business."

Following engagement with the Australian Taxation Office (ATO), the ATO has confirmed that no part of the capital reduction will be treated as a dividend for Australian taxation purposes. Boral expects the ATO to issue a Class Ruling following completion of the capital reduction and payment of the dividend regarding the Australian income tax implications of the capital reduction.

For shareholders who hold their shares on capital account for Australian income tax purposes, each share's cost base (and reduced cost base) will be reduced by $2.65 per share to calculate any capital gain or loss on the ultimate disposal of that share for Australian income tax purposes. An immediate capital gain would arise for shareholders whose cost base of any share is less than $2.65.

Once the ATO has published the Class Ruling, Boral will release an ASX announcement confirming that the Class Ruling has been issued and make it available on its website at www.boral.com.

The $2.65 per share capital return constitutes an equal reduction of Boral's share capital for the Corporations Act. It applies to each shareholder in proportion to the number of shares they hold, and the terms of the reduction are the same for each shareholder.

No shares will be cancelled in connection with the return of capital. Accordingly, the return of capital will not affect the number of shares held by each shareholder, nor will it affect the control of Boral.

The Board is satisfied that the equal capital reduction is fair and reasonable to the Company's shareholders as a whole and does not materially prejudice the Company's ability to pay its creditors.

Boral's Dividend Reinvestment Plan will not apply regarding the return of capital or the unfranked dividend.

Key dates for the capital return and dividend are set out on the following page, and further information and frequently asked questions are available at www.boral.com

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