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 RPS 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 that it recommended that Jupiters'
shareholders support a proposal to merge Jupiters with TABCORP.
THE RPS SCHEME
As part of the Merger proposal, the TABCORP Group is offering to acquire all RPS
by way of a separate scheme of arrangement - the RPS Scheme. The RPS Scheme is
conditional on the Ordinary Share Scheme becoming effective. This morning
Ordinary Shareholders voted [overwhelmingly] to approve the Ordinary Share
Scheme.
SHARE SCHEME
If the RPS Scheme is implemented, you will receive $105.26 in cash for each RPS
held by you at the Implementation Record Date for the RPS Scheme plus an amount
equal to any dividend accrued on those RPS up to the Implementation Date for the
RPS Scheme.
OTHER CONDITIONS
If the RPS 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.
The second condition is the approval of the Supreme Court of Queensland to the
RPS 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.
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Your Directors unanimously recommend that you vote in favour of the RPS Scheme
for the following reasons:
- - The independent expert appointed by your Directors, PricewaterhouseCoopers
Securities Ltd, has advised that:
"the RPS Scheme is fair and reasonable and in the best interests of RPS
Holders" and therefore "RPS Holders should approve the RPS Scheme
resolution".
- - The consideration you will receive under the RPS Scheme is likely to be
equal to or higher than the value you would realise under other
alternatives such as continuing to hold the RPS or having them acquired or
redeemed following a request for conversion.
- - You could only achieve a better alternative if the VWAP for Jupiters
Ordinary Shares for 20 Business Days prior to the Conversion Date is more
than $6.77, or if there was a higher bid for Jupiters Ordinary Shares. The
Independent Expert has placed an upper value of $6.85 on the entitlements
to be provided to Jupiters Ordinary Shareholders which includes a value
for the Centrebet dividend of 27 cents per share (and 6 cents for the
value of the franking credits of the Centrebet dividend) so while it
concedes it is possible Jupiters Ordinary Shares could trade above $6.77,
given the trading history, it does not consider it likely. As announced,
Jupiters anticipates the Centrebet dividend to be in the range of 14 - 17
cents per share. Receipt of a higher bid for Jupiters Ordinary Shares is
unlikely because no higher bid has been received by Jupiters despite the
public knowledge of the Merger and because the Merger values Jupiters with
a full control premium such that an alternative acquirer is unlikely to
offer to pay a materially higher price for Jupiters Ordinary Shares.
Those of your Directors who hold RPS intend to vote in favour of the RPS Scheme.
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