Adbri Limited Update: FIRB Condition Met for Scheme of Arrangement

Highlights:

• FIRB Approval: CRH ANZ Pty Ltd has received Foreign Investment Review Board (FIRB) approval for the acquisition of Adbri’s Scheme Shares.
• Upcoming Scheme Meeting: The Scheme of Arrangement requires approval from Independent Adbri Shareholders at a meeting scheduled for June 12, 2024.
• Board Recommendation: Adbri's Independent Directors unanimously recommend voting in favor of the Scheme, pending no Superior Proposal and positive assessment from the Independent Expert.

FIRB Approval Secured

Adbri Limited (ASX: ABC) announced that CRH ANZ Pty Ltd (CRH) has obtained written confirmation from the Foreign Investment Review Board (FIRB) that the Australian Government has no objections to CRH's proposed acquisition of Adbri's Scheme Shares. This satisfies the condition precedent in clause 3.1(a) of the Scheme Implementation Deed (SID), as detailed in Adbri's February 27, 2024 announcement.

Remaining Conditions for Scheme Implementation

The acquisition, structured as a Scheme of Arrangement, still requires several conditions to be met before it can proceed. These include approval from Independent Adbri Shareholders at the upcoming Scheme Meeting and subsequent Court approval. The Scheme Meeting is scheduled for 10:30 am Adelaide time (11:00 am Sydney time) on Wednesday, June 12, 2024, at the Pullman Adelaide, South Australia.

Adbri Board's Recommendation

The Independent Directors of Adbri unanimously recommend that Independent Adbri Shareholders vote in favor of the Scheme, provided no Superior Proposal emerges and the Independent Expert maintains that the Scheme is in the best interests of shareholders. All Independent Directors intend to vote their shares in favor of the Scheme under these conditions.

Information for Shareholders

The Scheme Booklet, which includes the Independent Expert’s Report, was released on May 3, 2024. Independent Shareholders are urged to review this document thoroughly before voting. For further inquiries, shareholders can contact the Adbri Shareholder Information Line at 1300 038 212 (Australia) or +61 2 9066 4052 (international), available from 8:30 am to 5:30 pm Sydney time, Monday to Friday (excluding public holidays).

This approval from FIRB marks a significant milestone in the proposed acquisition process, bringing CRH one step closer to finalizing the acquisition of Adbri's remaining shares.

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