SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
October 24, 2003
Commission File number: 2-6860
JUPITERS LIMITED
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NAME OF YOUR COMPANY
Level 9, Niecon Tower
17 Victoria Avenue
P.O. Box 1400
Broadbeach, QLD 4218
Australia
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JUPITERS LIMITED
By: /s/Laurence Martin Carsley
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Laurence Martin Carsley
DATE: October 24, 2003 Company Secretary
[JUPITERS LIMITED LOGO]
ADDRESS BY CHAIRMAN MR L.J. WILLETT AO
TO THE ORDINARY SHARE SCHEME MEETING
ON FRIDAY, 24 OCTOBER 2003
On 12 June 2003, the Jupiters Board announced that it had signed a Merger
Implementation Agreement with TABCORP and recommended that Jupiters'
shareholders support a proposal to merge Jupiters with TABCORP. The Board
believes that the proposed Merger with TABCORP will deliver greater benefits to
Jupiters Ordinary Shareholders than any alternative available to Jupiters,
either as a stand alone entity or by merging with another party.
THE PROPOSED MERGER
If the Ordinary Share Scheme is implemented, Jupiters will pay a special fully
franked dividend of $0.75 per Jupiters Ordinary Share.
In addition, if the Ordinary Share Scheme is implemented, all the ordinary
shares in Jupiters will be transferred to a subsidiary of TABCORP which will pay
cash to Jupiters Ordinary Shareholders and TABCORP will issue TABCORP Shares to
Jupiters Ordinary Shareholders. For every 100 Jupiters Ordinary Shares you own
at the record date for the implementation of the Ordinary Share Scheme, you will
be entitled to receive on average from the TABCORP Group (subject to the effects
of rounding):
- - $285 in cash; and
- - 24 TABCORP Shares.
You can elect to maximise the cash portion of your consideration or
alternatively to maximise the share portion of your consideration. If you do so,
the actual mix of cash and shares you receive will depend on the preferences of
all Jupiters Ordinary Shareholders, as the cash and TABCORP Shares being
provided by the TABCORP Group for all Jupiters Ordinary Shares is fixed at
approximately 48.4 million TABCORP Shares and approximately $575 million in
cash.
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To date, Shareholders have overwhelmingly elected to maximise the shares portion
of the consideration. This means that those who have elected cash will receive
all cash and all others will receive a mix of cash and shares. TABCORP will
advise by an announcement to ASX of the final outcome on 13 November 2003.
The independent expert appointed by your Directors, PricewaterhouseCoopers
Securities Ltd, has estimated that the combined value of the special dividend
and the entitlements you will receive from the TABCORP Group under the Ordinary
Share Scheme would represent (on average) $6.34 of value per Jupiters Ordinary
Share (excluding any dividend from the sale of Centrebet). The assumptions
underlying this determination are set out in the Independent Expert's Report on
the Ordinary Share Scheme in Appendix A of the Scheme Booklet and includes an
average value for a TABCORP share of $10.75. Last night's close saw a price of
$11.66 for TABCORP shares.
SALE OF CENTREBET
In addition to the proposed Merger, Jupiters is in the process of completing the
sale of the Centrebet Business to wholly owned subsidiaries of SportOdds Pty Ltd
for 46.55 million dollars. It is expected that the sale will be completed prior
to 31 October 2003 and Jupiters will distribute the net proceeds of the sale to
Jupiters Ordinary Shareholders by way of a further special fully franked
dividend provided the Ordinary Share Scheme is approved by shareholders today
and the other remaining conditions are satisfied. This Centrebet dividend is
expected to be in the range of 14 to 17 cents per ordinary share, fully franked.
If the Centrebet sale is not completed by 31 October 2003 there are significant
implications for Jupiters Ordinary Shareholders which are set out in detail in
the scheme booklet. I must emphasise however that we are confident of completing
the Centrebet sale before the end of October. In any event, the Board believes
the merger to be in the best interests of shareholders regardless of the outcome
of the sale of Centrebet.
OTHER CONDITIONS
If the Ordinary Share Scheme is approved today there remain two positive
conditions which must be satisfied. The first is the regulatory approvals
required from the Queensland State Government for the merger to proceed. TABCORP
expects to receive the State Government's decision by the end of the month and
has no reason to believe that the approvals will not be forthcoming or will be
subject to material conditions.
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The second condition is the approval of the Supreme Court of Queensland to the
Ordinary Share Scheme as required by the Corporations Act. Jupiters will apply
to the Court for the approval if the Ordinary Share Scheme is approved today and
the other conditions are satisfied. It is anticipated the Court hearing will
take place on 31 October 2003.
DIRECTORS' RECOMMENDATION
Your Directors unanimously recommend that you vote in favour of the Ordinary
Share Scheme as they believe the proposed Merger is in the best interests of
Jupiters Ordinary Shareholders. Your Directors believe that the benefits of the
proposed Merger deliver the highest value to you compared with other
alternatives that your Directors have explored, including Jupiters continuing to
operate as a stand alone entity or merging with another entity. In addition:
- - You will receive value representing a significant premium to the price at
which Jupiters Ordinary Shares traded prior to announcement of merger
discussions with UNiTAB Limited and TABCORP.
- - The TABCORP Shares, which will be issued under the Ordinary Share Scheme,
will be shares in a larger and more diversified company than Jupiters, and
historically have provided a higher dividend yield than Jupiters Ordinary
Shares.
- - The independent expert appointed by your Directors, PricewaterhouseCoopers
Securities Ltd, has confirmed this view, advising that the proposed Merger
is in the best interests of Jupiters Ordinary Shareholders and is fair and
reasonable, and that Jupiters Ordinary Shareholders will be better off
after the Merger.
Those Directors who hold Jupiters Ordinary Shares intend to vote in favour of
the Ordinary Share Scheme.
COMMENTARY
Jupiters has been an outstanding success by any measure and there have been many
significant milestones in the evolution of Jupiters. The impact of this property
on the economy of the Gold Coast, since it opened in 1985, cannot be
underestimated. In 1995 we opened the Treasury Hotel and Casino in Brisbane and
in 2000 acquired AWA Limited. The original investment in Breakwater Island in
1994 was completed in 2002. The total
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acquisition of the Trust provides some exciting development opportunities in
Cleveland Bay adjacent to Townsville. In conjunction with the State Government
of Queensland we are now developing the Gold Coast Convention and Exhibition
Centre which will herald a new period of growth for the Gold Coast. Jupiters now
provides over 5,000 Australians with employment.
For an investor who subscribed in the float of Jupiters Trust in 1983 and who
participated in all capital raisings, the total investment in Jupiters Limited
if they still hold their shares would amount to $2,978, for which they would be
holding 2,400 shares. Today, at a share price of $6.54, that original investment
of $2,978 would be worth $15,696, a compound annual growth rate of 9.5% per
annum. On top of this capital gain, the investor would have received in
distributions $6,918 of which $796 was tax free. This does not include over
$2,600 in franking credits which would have been distributed. This calculation
does not include the 75 cents per share fully franked special dividend nor the
dividend from the Centrebet sale. The value of the deal, excluding Centrebet, is
$6.56 per share, including franking credits, based on the methodology of the
Independent Expert. Upon completion of the Centrebet Sale there will be a
further fully franked dividend of 14 to 17 cents per share.
In addition Jupiters has provided over 50 million dollars to the Jupiters Casino
Community Benefit Fund, all of which has been used to enhance the facilities and
capabilities of many not for profit organisations throughout Queensland.
The Directors and Staff of Jupiters are proud of their contribution to
Queensland and believe that the proposed merger with TABCORP and the subsequent
establishment of the head office of the new casino division here on the Gold
Coast will be just the start of the next chapter in the story of Jupiters
Limited.
For those of you who have brought the scheme booklet with you today I would like
to encourage you to deposit those booklets in the bins provided at the back of
the room once you have no further use for them. They will then be recycled with
the effect of reducing at least some of the impact on the environment.
Thank you.
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