CSR - CSR Limited

would be sad to see it go ( the shares have been in the family for decades )

but if the price is right , my holding won't stop the deal

would FIRB/ACCC stop this ??

probably not

Trading Halt Request CSR Limited (CSR) (ASX: CSR) requests a trading halt in its securities, effective immediately.

Pursuant to Listing Rule 17.1, CSR provides the following information:
• a trading halt is necessary pending release by CSR of an announcement to the ASX in relation to receipt of a proposal regarding a potential material transaction involving CSR;
and pending CSR’s response to an ASX price query letter that the ASX has advised it will issue to CSR;
and
• CSR requests that the trading halt commences immediately and continues until the earlier of the release of an announcement by CSR and commencement of normal trading on Friday, 23 February 2024.

CSR confirms it is not aware of any reason why the trading halt should not be granted or any other information necessary to inform the market about the trading halt.

Yours sincerely, Jill Hardiman Company Secretary

i hold CSR ( 'free-carried' )

is CSR being taken-over , or the predator ?? or .. some sort of JV/merger

interesting wording

CSR Limited (‘CSR’): Price - Query

We refer to your letter dated 21 February 2024 with respect to the price and volume query regarding CSR’s securities as follows:
1. CSR confirms that, at the time of receipt of the price and volume query from ASX, CSR was aware of information concerning it that had not been announced to the market which, if known by some in the market, could explain the recent trading in its securities referred to in your letter.
This information related to the receipt by CSR of a conditional, non-binding, indicative proposal from Saint-Gobain to acquire 100% of the shares in CSR by way of scheme of arrangement for a price of $9.00 cash per share (the Proposal).
The recent trading in CSR’s securities may be explained by a headline and article which CSR understands appeared on Bloomberg on 21 February 2024 entitled ‘Saint Gobain Is Said to Consider Buying Australian Rival CSR’.
Prior to the relevant headline and article, CSR confirms that it was relying on Listing Rule 3.1A as the basis for not announcing receipt of the Proposal under Listing Rule 3.1, as the information relates to an incomplete proposal or negotiation which was confidential.
However, upon becoming aware of the relevant headline and article on Bloomberg, CSR requested trading in its securities be paused by ASX, which then occurred.
Subsequently on 21 February 2024, CSR requested and was granted a trading halt of its securities by ASX, and, on 22 February 2022, an announcement was released by CSR on the ASX entitled ‘Response to media speculation – receipt of non-binding indicative proposal’ confirming receipt of the Proposal.
2. Please see our responses below: (a) Please refer to our response in 1 above.
(b) Please refer to CSR’s announcement released on the ASX platform on 22 February 2024 entitled ‘Response to media speculation – receipt of non-binding indicative proposal’.
(c) Not applicable.
3. Not applicable.
4. CSR confirms that it is complying with the Listing Rules and, in particular, Listing Rule 3.1. 5.
CSR confirms that the responses to the questions above have been authorised and approved under its published continuous disclosure policy by CSR’s Continuous Disclosure Committee.

Yours sincerely, Jill Hardiman Company Secretary

i hold CSR ( 'free-carried' )

i wonder if ASIC is going to review the share transactions in recent weeks ( looking for insider-trading activity )

Trading Halt Request

CSR Limited (CSR) (ASX: CSR) requests a trading halt in its securities, effective immediately. Pursuant to Listing Rule 17.1, CSR provides the following information:
• a trading halt is necessary pending release by CSR of an announcement to the ASX in relation to a potential material transaction involving CSR; and
• CSR requests that the trading halt commences immediately and continues until the earlier of the release of an announcement by CSR and commencement of normal trading on Wednesday, 28 February 2024.

CSR confirms it is not aware of any reason why the trading halt should not be granted or any other information necessary to inform the market about the trading halt.

Yours sincerely, Jill Hardiman Company Secretary

i hold CSR ( 'free-carried' )

but not for very much longer i suspect

I note all the above, but not being a holder this didn't fully sink in. Let's see what houtman buys next.

Not Held

UPDATE ON SCHEME OF ARRANGEMENT INDEPENDENT EXPERT’S CONFIRMATION

CSR Limited (“CSR" or the “Company”) refers to the proposed acquisition of CSR by Compagnie de Saint-Gobain (“Saint-Gobain”) by way of scheme of arrangement (“Scheme”) for $9.00 cash per share, as announced to the ASX on 26 February 2024, and the Scheme Booklet in relation to the Scheme released to the ASX on 26 April 2024.
On 15 May 2024, CSR released its audited financial statements for the financial year ended 31 March 2024 (“YEM24 Financial Results”) to the ASX.
As set out in Section 5.11 of the Scheme Booklet, the CSR Board has sought confirmation from Kroll Australia Pty Ltd (“Kroll”) that CSR’s YEM24 Financial Results do not change Kroll’s opinion that the Scheme is fair and reasonable and in the best interest of CSR Shareholders, in the absence of a superior proposal.

Kroll has considered CSR’s YEM24 Financial Results and has confirmed to CSR that there is no change to its previously stated conclusion that the Scheme is fair and reasonable and in the best interest of CSR Shareholders, in the absence of a superior proposal.
The letter from Kroll, confirming that CSR’s YEM24 Financial Results do not change the opinion set out in the independent expert’s report contained in Annexure 1 to the Scheme Booklet (“Independent Expert’s Report”), is attached to this announcement.
Kroll’s conclusions should be read in context with the Scheme Booklet and the full Independent Expert’s Report. CSR Shareholders are also encouraged to read CSR’s YEM24 Financial Results before deciding how to vote on the Scheme.
CSR Board recommendation The CSR Directors continue to unanimously recommend that shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is fair and reasonable and in the best interest of CSR shareholders.
Subject to those same qualifications, each CSR Director who holds CSR Shares intends to vote all of the CSR Shares held or controlled by them in favour of the Scheme.
2 / 2

The interests of the CSR Directors in CSR Shares, including the interests of Julie Coates, Managing Director and CEO of CSR, are set out in section 9.1 of the Scheme Booklet.
CSR shareholders should have regard to these interests when considering how to vote on the Scheme.
Details of Scheme Meeting The Scheme Meeting, at which CSR shareholders will consider and vote on the Scheme will be held as a hybrid meeting at 9.00am (Sydney time) on Thursday, 13 June 2024.
CSR shareholders will be able to attend the Scheme Meeting in person at Herbert Smith Freehills, Level 34, 161 Castlereagh Street, Sydney NSW 2000 or through the online meeting platform at https://meetnow.global/M64W5LG on your mobile phone, tablet device or computer.

Further information in relation to the Scheme and how to participate and vote at the Scheme Meeting is set out in the Scheme Booklet (including the Notice of Scheme Meeting). CSR shareholders are encouraged to read the Scheme Booklet (including the Independent Expert’s Report) in full before making a decision on how to vote on the Scheme.
Shareholder Information Line For further information, please refer to the Scheme Booklet.
If you have any questions, please contact the Shareholder Information Line on 1300 237 569 (for callers within Australia) or +61 2 9066 4055 (for callers outside Australia) between 8.30am and 5.30pm (Sydney time) Monday to Friday (excluding public holidays).

i hold CSR ( 'free-carried' )

DETERMINATION TO PAY CSR PERMITTED DIVIDEND

CSR Limited (“CSR" or the “Company”) refers to the proposed acquisition of CSR by Compagnie de Saint-Gobain (“Saint-Gobain”) by way of scheme of arrangement (“Scheme”) for $9.00 cash per share, as announced to the ASX on 26 February 2024, and the Scheme Booklet in relation to the Scheme released to the ASX on 26 April 2024.

Determination of CSR Permitted Dividend Consistent with the CSR Board’s intention contained in the Scheme Booklet, the CSR Board, having regard to the franking credits available to CSR, has today determined to pay a fully franked CSR Permitted Dividend of $0.12 cash per CSR Share prior to implementation of the Scheme, conditional on the Scheme becoming Effective.

The key dates in relation to the CSR Permitted Dividend are set out in the table below.

Action Date CSR Permitted Dividend Ex-Dividend Date Friday, 21 June 2024
CSR Permitted Dividend Record Date 7.00pm (Sydney time) on Monday, 24 June 2024
CSR Permitted Dividend Payment Date Monday, 1 July 2024


The CSR Permitted Dividend will be fully franked and the franking credits will represent additional value to those CSR Shareholders who are able to realise a tax benefit from those franking credits and who are CSR Shareholders on the CSR Permitted Dividend Record Date. CSR confirms that the Dividend Reinvestment Plan will not be in operation for the CSR Permitted Dividend.
Transaction Consideration As a result of the payment of the CSR Permitted Dividend, the Transaction Consideration under the Scheme of $9.00 cash per CSR Share will therefore comprise:
• the Scheme Consideration of $8.88 cash per CSR Share; and
• the CSR Permitted Dividend of $0.12 cash per CSR Share. CSR Shareholders who hold CSR Shares on the Scheme Record Date of 7.00pm (Sydney time) on Tuesday, 2 July 2024 are expected to be paid the Scheme Consideration of $8.88 cash per CSR Share on the Implementation Date for the Scheme, which is currently expected to be Tuesday, 9 July 2024.

The above timetable is indicative only and the included times and dates are subject to change.
CSR will announce any changes to the ASX.
2 / 2

Details of Scheme Meeting The Scheme Meeting, at which CSR shareholders will consider and vote on the Scheme will be held as a hybrid meeting at 9.00am (Sydney time) on Thursday, 13 June 2024.
CSR shareholders will be able to attend the Scheme Meeting in person at Herbert Smith Freehills, Level 34, 161 Castlereagh Street, Sydney NSW 2000 or participate online through the online meeting platform at https://meetnow.global/M64W5LG on your mobile phone, tablet device or computer.

i hold CSR

divs4ever said:

The CSR Permitted Dividend will be fully franked and the franking credits will represent additional value

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I had thought there would be a few more franking credits available for the last divie.

Disappointing but will take what can be got.

not so long back i ( wrongly ) thought there would be no div. this time , because the results weren't flash

after all the final proceeds would still be $9.00 a share ( with or without franking credits )

so a little extra franking credits ...

but a bit of a shame the family had held these since the '70s .. almost like a relative

UPDATE ON FIRB CONDITION PRECEDENT

CSR Limited (“CSR" or the “Company”) refers to the proposed acquisition of CSR byCompagnie de Saint-Gobain (“Saint-Gobain”) by way of scheme of arrangement(“Scheme”) for $9.00 cash per share, as announced to the ASX on 26 February 2024, and the Scheme Booklet in relation to the Scheme released to the ASX on 26 April 2024.

Update on status of Conditions Precedent to the Scheme Saint-Gobain has on 11 June 2024 received written notice under section 74(2) of the Foreign Acquisitions and Takeovers Act 1975 (Cth) on behalf of the Treasurer of the Commonwealth of Australia (Treasurer), stating that the Commonwealth Government has no objections to the Scheme, subject to certain conditions that are acceptable to Saint-Gobain.
As a result, the Foreign Investment Review Board (“FIRB”) approval condition precedent to the Scheme has been satisfied.

The Scheme remains subject to shareholder approval at the Scheme Meeting on 13 June 2024, Court approval, and other conditions as set out in the Scheme Booklet.

CSR Directors’ recommendation and voting intention The CSR Directors continue to unanimously recommend that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the Scheme is fair and reasonable and in the best interest of CSR Shareholders.

Subject to those same qualifications, each CSR Director intends to vote all of the CSR Shares held or controlled by them in favour of the Scheme.

The interests of the CSR Directors in CSR Shares, including the interests of Julie Coates,Managing Director and CEO of CSR, are set out in section 9.1 of the Scheme Booklet. CSR Shareholders should have regard to these interests when considering how to vote on the Scheme. Details of Scheme Meeting The Scheme Meeting, at which CSR Shareholders will consider and vote on the Scheme will be held as a hybrid meeting at 9.00am (Sydney time) on Thursday, 13 June 2024. CSR Shareholders will be able to attend the Scheme Meeting in person at Herbert Smith Freehills,Level 34, 161 Castlereagh Street, Sydney NSW 2000 or participate online through the online 2 / 2meeting platform at https://meetnow.global/M64W5LG on your mobile phone, tablet device or computer.Further information in relation to the Scheme and how to participate and vote at the Scheme Meeting is set out in the Scheme Booklet (including the Notice of Scheme Meeting).

CSR Shareholders are encouraged to read the Scheme Booklet (including the Independent Expert's Report) in full before making a decision on how to vote on the Scheme.Shareholder Information Line For further information, please refer to the Scheme Booklet.

If you have any questions,please contact the Shareholder Information Line on 1300 237 569 (for callers within Australia)or +61 2 9066 4055 (for callers outside Australia) between 8.30am and 5.30pm (Sydney time)Monday to Friday (excluding public holidays).

This announcement has been authorised for release by the Board of Directors of CSR.

i hold CSR ( 'free-carried' )

CSR Limited to be removed from the S&P/ASX 200 Index

SYDNEY, JUNE 11, 2024: S&P Dow Jones Indices announced today that it will remove CSR Limited(XASX: CSR) from the S&P/ASX 200, subject to shareholder and final court approval of the scheme of arrangement whereby the company will be acquired by Compagnie de Saint-Gobain.

S&P Dow Jones Indices will remove CSR Limited from the S&P/ASX 200 effective prior to the open of trading on Thursday, June 20, 2024.

CSR Limited will be replaced by Judo Capital Holdings Limited(XASX: JDO), in the S&P/ASX 200 effective prior to the open of trading on Thursday, June 20, 2024.

For more information about S&P Dow Jones Indices, please visit www.spglobal.com/spdji.

i hold CSR ( 'free-carried' )

RESULTS OF SCHEME MEETING

–CSR SHAREHOLDERS VOTE IN FAVOUR OF SCHEME OF ARRANGEMENT AND NOTICE REGARDING SECOND COURT HEARING


CSR Limited (“CSR" or the “Company”) announces that CSR Shareholders have today voted in favour of the proposed acquisition of CSR by Compagnie de Saint-Gobain (“SaintGobain”) by way of scheme of arrangement (“Scheme”).

Results of the Scheme Meeting In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001(Cth), CSR advises that the resolution to approve the Scheme (“Scheme Resolution”), asset out in the Notice of Scheme Meeting included in the Scheme Booklet dated 26 April 2024(“Scheme Booklet”), was passed by the Requisite Majorities of CSR Shareholders at the Scheme Meeting held earlier today.In summary:
• 98.55% of the votes cast by CSR Shareholders were in favour of the Scheme Resolution; and
• 88.63% of CSR Shareholders present and voting at the Scheme Meeting (either in person or by proxy) were in favour of the Scheme Resolution.
Details of the valid proxies received and votes cast are attached to this announcement.

Notice of Second Court Hearing

The court hearing to approve the Scheme (“Second Court Hearing”) will take place at 9.30am (Sydney time) on Tuesday, 18 June 2024 in the Supreme Court of New South Walesat Law Courts Building, 184 Phillip Street, Queens Square, Sydney.

CSR Shareholders have the right to appear and be heard at the Second Court Hearing and may oppose the approval of the Scheme at the Second Court Hearing.

If you wish to oppose approval of the Scheme by the Court at the Second Court hearing you must file with the Court, and serve on CSR, a notice of appearance in the prescribed form,together with any affidavit on which you wish to rely at the hearing.

The notice of appearance and affidavit must be served on CSR at its address for service at least 1 day before the Second Court Hearing. The address for service of CSR is Herbert Smith Freehills, ANZ Tower, Level 33, 161 Castlereagh Street, Sydney NSW 2000 (Reference: Luke Bradshaw Hastings).2 / 2

Next steps

The Scheme remains subject to the approval of the Court at the Second Court Hearing scheduled for 9.30am (Sydney time) on Tuesday, 18 June 2024, and certain other conditions precedent as previously announced and described in the Scheme Booklet.

If the outstanding conditions precedent are satisfied or waived (if applicable) prior to the hearing, and the Court approves the Scheme, CSR proposes to lodge a copy of the orders of the Court with the Australian Securities and Investments Commission (which is expected to occur on Wednesday, 19 June 2024), at which time the Scheme will become legally effective.

It is then expected that:
• CSR Shares will be suspended from trading on the ASX from the close of trading on Wednesday, 19 June 2024;
• on Monday, 1 July 2024, CSR Shareholders will receive the CSR Permitted Dividend of $0.12 cash per CSR Share held on the CSR Permitted Dividend Record Date,being 7.00pm (Sydney time) on Monday, 24 June 2024; and
• on Tuesday, 9 July 2024, the Scheme will be implemented and the Scheme Consideration of $8.88 cash per CSR Share will be paid to CSR Shareholders in respect of all CSR Shares held on the Scheme Record Date which is expected to be 7.00pm (Sydney time) on Tuesday, 2 July 2024.

The above timetable is indicative only and the included times and dates are subject to change. CSR will announce any changes to the ASX.

Shareholder Information Line For further information, please refer to the Scheme Booklet.

If you have any questions,please contact the Shareholder Information Line on 1300 237 569 (for callers within Australia)or +61 2 9066 4055 (for callers outside Australia) between 8.30am and 5.30pm (Sydney time)Monday to Friday (excluding public holidays).

This announcement has been authorised for release by the Board of Directors of CSR.

i hold CSR ( 'free-carried' )

CSR Limited (ASX: CSR) – Removal from Official List Description

CSR Limited (‘CSR’) will be removed from the Official List from the commencement of trading on Wednesday,10 July 2024 in accordance with Listing Rule 17.11, following implementation of the scheme of arrangement in connection with the acquisition of all the issued shares in CSR by Compagnie de Saint-Gobain.


Issued by ASX Compliance

i held CSR ( 'free-carried' )

more than 50 years held by the family , stuff like this makes it very hard to sell the ' hold and forget ' strategy to novices

and then you get company boards whine about the lack of investor loyalty , when boards accept offers with barely a second thought

divs4ever said:

CSR Limited (ASX: CSR) – Removal from Official List Description

CSR Limited (‘CSR’) will be removed from the Official List from the commencement of trading on Wednesday,10 July 2024 in accordance with Listing Rule 17.11, following implementation of the scheme of arrangement in connection with the acquisition of all the issued shares in CSR by Compagnie de Saint-Gobain.


Issued by ASX Compliance

i held CSR ( 'free-carried' )

more than 50 years held by the family , stuff like this makes it very hard to sell the ' hold and forget ' strategy to novices

and then you get company boards whine about the lack of investor loyalty , when boards accept offers with barely a second thought

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Still, hasn't been this high since 2008 so some people would be happy.

rolly1 said:

Still, hasn't been this high since 2008 so some people would be happy.

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i absolutely did NOT lose money on this , but then i alone have held this since 2011( when i inherited some from a relative )

but now the problem is , where do you invest the cash sensibly ( say within the next month )

this is not the only stock i hold( or held ) under take-over focus , so the 'parking cash ' issue is liable to strike again in this calendar year

investing is more than throwing money into the market .. and hoping , but gee it seems like that at times

divs4ever said:

i absolutely did NOT lose money on this , but then i alone have held this since 2011( when i inherited some from a relative )

but now the problem is , where do you invest the cash sensibly ( say within the next month )

this is not the only stock i hold( or held ) under take-over focus , so the 'parking cash ' issue is liable to strike again in this calendar year

investing is more than throwing money into the market .. and hoping , but gee it seems like that at times

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No rush mate , you can get a return thats ok while you find what you are looking for .

Chipp said:

No rush mate , you can get a return thats ok while you find what you are looking for .

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am concerned about liquidity vanishing ( again )

just like i worried about it late 2019 but got a virus panic instead ( right tactic but wrong reason )

would rather have it parked ( outside the banks ) but earning

BTW there are at least 3 more take-overs percolating , in the current holdings ( whether i want them to succeed or not )

divs4ever said:

am concerned about liquidity vanishing ( again )

just like i worried about it late 2019 but got a virus panic instead ( right tactic but wrong reason )

would rather have it parked ( outside the banks ) but earning

BTW there are at least 3 more take-overs percolating , in the current holdings ( whether i want them to succeed or not )

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Not sure what you mean by liquidity vanishing . XJO is within 200 points of where it was 35 months ago . Interest rates are up 400bps in that time . XJO is almost a bond proxy these days , one with risk attached .

Chipp said:

Not sure what you mean by liquidity vanishing . XJO is within 200 points of where it was 35 months ago . Interest rates are up 400bps in that time . XJO is almost a bond proxy these days , one with risk attached .

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got entangled in the Queensland building society collapse , i remember it well some money tied up for years

( that Federal Government deposit guarantee will only last so long in a full blood panic )

divs4ever said:

got entangled in the Queensland building society collapse , i remember it well some money tied up for years

( that Federal Government deposit guarantee will only last so long in a full blood panic )

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there are listed and unlisted alternatives to banks to get that risk free return