Good day and thank you for standing by. Welcome to CSR Limited announcements conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you need to press star 11 on your telephone. You'll then hear an automated message advising your hand is raised. Please be aware that today's conference is being recorded. I would now like to turn the call over to our first speaker today, Bec Thompson. Thank you. Please go ahead. Thank you, Desmond. Good evening, everyone, and welcome to the CSR Investor Briefing. My name is Bec Thompson, Head of Investor Relations at CSR, and I'm here with our chair, John Gillam, Managing Director and CEO, Julie Coates, and our Chief Financial Officer, Sara Lom. I'll now hand over to John and Julie to run through the announcement before we open up to Q&A. Thanks, Bec, and thanks to everyone on the call for joining at short notice. I'm very pleased to be with you today to announce a really important transaction for CSR. This afternoon, we have announced that CSR has entered into a scheme implementation deed with Compagnie de Saint-Gobain, known as Saint-Gobain, for the acquisition of all of the issued shares in CSR at an offer price of AUD 9 cash per share by way of scheme of arrangement. Saint-Gobain is a French building materials company with significant operations across 75 countries. They have a 350-year track record, employ more than 168,000 employees, and have a market capitalization on the Paris Stock Exchange of approximately EUR 35 billion, which is circa EUR 58 billion. Today's announcement follows that of Thursday, the 22nd of February, where CSR confirmed it had received a conditional non-binding and indicative proposal from Saint-Gobain to acquire 100% of the shares in CSR at that AUD 9 cash per share offer price. We have been in confidential discussions with Saint-Gobain regarding a potential transaction for the acquisition of 100% of CSR since early January, following the receipt of a confidential non-binding and indicative proposal. The board rejected that lower-priced initial proposal but did provide Saint-Gobain with targeted due diligence to assist them in valuing the company and improving their proposal. We subsequently received a materially improved proposal with an offer price of AUD 9 cash per share. Saint-Gobain were then provided a short period of confirmatory due diligence, which culminated in today's announcement of agreed binding transaction documentation. I will now talk through the key information regarding the Scheme Implementation Deed we've entered into with Saint-Gobain. As I mentioned earlier, the scheme consideration is AUD 9 cash per share, which values CSR's equity at over AUD 4.3 billion. We believe the scheme consideration of AUD 9 per share provides attractive value for CSR's shareholders. It represents a 33% premium to the closing share price on 20 February 2024, that being the day prior to media speculation about a possible change of control proposal. It represents a 39% premium to the three-month volume weighted average price, a 48% premium to the six-month VWAP, and a 61% premium to the 12-month VWAP. The transaction also represents an enterprise value-to-EBITDA multiple of 12.4x CSR's EBITDA for the 12 months to September 2023, and an enterprise value-to-EBIT multiple of 16.1x CSR's EBIT for the 12 months to September 2023. This proposal, including the offer price, validates the successful strategy that our company has been executing, and it's a testament to the transformation that has taken place in recent years. The board has carefully considered the proposal and unanimously recommend that CSR shareholders vote in favor of the scheme in the absence of a superior proposal and subject to an independent expert concluding that the scheme is fair and reasonable and in the best interests of shareholders. Subject to these qualifications, all directors will vote all of their shares in favor of the scheme. The scheme is subject to various customary conditions, and attached to the announcement released to the ASX earlier today is the scheme implementation deed, which sets out the terms and conditions of the scheme. Importantly, the scheme is not subject to any financing condition, and the scheme implementation deed contains limited termination rights. Any dividend paid by CSR would reduce the scheme consideration by an equivalent value. In terms of next steps for shareholders, a scheme booklet will be provided to shareholders following review by ASIC, which will contain all information relevant for shareholders to make a decision on this transaction, including the reasons for the recommendation by the board and an independent expert's report. Shareholders will have the opportunity to vote on the scheme at a shareholder meeting, and if approved, we expect that implementation of the transaction will occur in the first half of CSR's FY25 financial year. There is no action required of CSR's shareholders at this time. Further information will be outlined in the scheme booklet. I'll now pass to Julie to make some brief comments on the transaction. Thanks, John. We believe there is strong strategic and cultural alignment between Saint-Gobain and CSR. Saint-Gobain's interest in CSR is, in many ways, recognition of the hard work of our team over many years to transform and grow the CSR business. The team has done a great job. In addition to attractive value for our shareholders, the transaction offers opportunities for other stakeholders, including the CSR team and our customers. As John has said, the transaction is likely to take some months to conclude as it goes through the regulatory and statutory processes. My focus and our team's focus is to continue driving our strategy and delivering for our customers every day across the Australian building and construction market. I've been sure that the team has been not distracted through this process, and that focus will continue in the months ahead. I'll now hand back to John for some concluding remarks. Thanks, Julie. To summarize, we believe this transaction at AUD 9 cash per share is attractive for CSR shareholders. Our team should be very proud of their hard work in executing the strategy and delivering strong performances, and they have been recognized by Saint-Gobain. We will keep shareholders informed of further updates in relation to the transaction as they become available, but there is no action required from shareholders now. I'd like to thank our shareholders and other participants for joining this call, and I'll now hand back to our operator, Desmond, to open the call up for questions. Thank you. We will now begin the question-and-answer session. As a reminder, to ask a question, you need to press star 11 on your telephone. Please stand by while we compile the Q&A roster. First question comes from the line of Peter Steyn from Macquarie. Please go ahead. Hi, John, Julie, Sara, Beck. Thank you very much for your time. We'd be curious to just get your perspectives on how the board thought about the property value. Saint-Gobain mentioned AUD 1.3 billion worth of realization potential, given that your as-is was obviously a little bit higher and you're pending a revaluation. So just keen to understand that perspective, please. Yeah, Peter, there's a pretty obvious answer for that. I'll let Sara fill you in. Yeah. Hi, Peter. So the 1.5, the Horsley Park transactions will have come off that, which have just recently completed. So that effectively explains the disclosure you would have seen by Saint-Gobain. Okay. So there's no incremental delta in the revaluation as you thought about it, given that you mentioned back in November that the whole portfolio would be reassessed? No, no, no, not at all. There's been a transaction, and that explains the difference. No worries. Could I maybe just ask another question around dividend and what you believe your franking capacity would be? Presumably, that would be the driving factor for deciding what quantum would be distributed. Yes, Peter, you're on the money there. I think our team at the half-year results did guide that our full-year dividend was likely to be partially franked. And obviously, there's a little bit of work to do to finalize, firstly, the full financial year and then calculate up where the franking credits have landed. And the board will then consider that information in terms of any dividend that might form part of the consideration package. And that's something that we'll work through in the months to come. Perfect. Thanks, John. I'll leave it there. Thank you for the questions. Our next question comes from Daniel Kang from CLSA. Please go ahead. Oh, hi, everyone. Just a couple of questions from me. Can you, I guess, comment on potential issues that FIRB may have? Has there been any advanced notification at this point to FIRB? No. But that process will be handled very expeditiously. We're working on a tight timetable. We're keen to progress this as expeditiously as we can. Got it. Thanks, John. Apologies if I missed this in the announcement, but can you disclose the penalties if either party should walk away from the deal? You'll find that in the document. It's calculated at 1%. Okay. Great. Thanks. Thank you for the questions. One moment for the next questions. Next question comes from the line of Rohan Gallagher from Jarden Group. Please go ahead. Hey, John, Julie, Sara, Beck. Good evening. Good evening, everyone. A couple of questions. It may already be in the documentation, probably, John, but any asbestos liability undertakings that have been made by Saint-Gobain as part of this transaction? No. It's an offer for the whole company, and their intention is to take the whole company. Julie, I mean, you've had some deep discussions on this topic, so I'll let you. Yeah. So as you know, Rowan, we take our responsibility in regard to our asbestos liability seriously, and we've been providing for and making payments on valid claims for decades now. We always disclose to you the liability each half and each full-year result as part of our results presentation. Nothing will change as a result of the change in ownership. All valid claims will continue to be paid. Thank you. I note that Saint-Gobain are talking about they'll review aluminum, etc., but while that's entirely up to them, from your perspective, with your JV partners, do they have any first or last rights of refusal for any change of ownership causes, etc.? So I think what's important to start with in relation to aluminum is to start where we would start. And Saint-Gobain have confirmed that as well. Like CSR, they're committed to the repowering process at Tomago and believe that is the best value-maximizing path for the facility. And the second thing they've confirmed is that they will constructively work with other shareholders, which goes partway to answering your questions on how they would then review their interest in aluminum over time. So it's not largely a different position to the one we've held for some time, Rowan. I appreciate that. Thank you, Julie. Thank you, everyone. Thank you for the questions. Our next question comes from Harry Saunders from E&P. Please go ahead. Hi there. Just one question on property value. Just wondering if that property value of AUD 1.3 billion, there's no tax effect on that? And if so, could you provide color on that? No, there's not. It's the same list of properties that we've talked to you about back in November 2022 when we did our strategy update and then reconfirmed to you last year. It's exactly as Sara said. It's the list of either surplus contracted or short-term properties, and it's been reduced by 200,000 because of the progressing of the sale of Horsley Park. Got it. Thank you. No problem, Rowan. Thank you for the questions. One moment for the next questions. Next question comes from Keith Chau from MST Marquee. Please go ahead. Good evening, everyone. John, just to follow up on Daniel's question on FIRB, and I know you said earlier that all the process would be entered into expeditiously, but just wondering if you can give us a sense of whether you've had some discussions around potential FIRB issues with Saint-Gobain or whether any specific part of the business and asset portfolio that could be under consideration? Thank you. Look, this is really a question for Saint-Gobain to talk to themselves. All I can provide you any color on at the moment is it's hard to foresee that they will have any issues, but they have a process to deal with. We will support them as strongly as we can, but it's their approval to obtain. Yeah. And they're very keen to get on with the job. Okay. Thank you. That break fee, if for whatever reason the transaction didn't proceed but not at the fault of Saint-Gobain, is that 1% break fee still applicable? I think you're getting into tick-tacs that really aren't useful to discuss. It's pretty hard at where we sit today to not foresee that this transaction will be successful. Yes, there's a lot of work to do to prepare the scheme booklet and put it to our shareholders, but we're very committed to Saint-Gobain, are very committed, and we're very positively minded towards completing this transaction successfully. Okay. I appreciate that. Thanks, John. Thank you. Thank you for the questions. As a reminder to ask questions, please press star 11. Yeah. No further question at this time. Allow me to hand the call back to management for closing. Well, look, thank you all for joining us at short notice. I know, given there was some slowness in getting the release through processes, that you might have had a chance to read everything. You are very welcome to get in touch with Beck and forward any questions through her. Julie and I and Sara will be available across tomorrow to deal with anything that arises. Thank you again for your time. It's a really momentous transaction to be announcing for CSR, and we're really looking forward to making sure that we can bring this successfully to fruition in the absence of anything else emerging. But also, as Julie emphasized, the importance of not being distracted in running our business really, really well. The board's very strong in supporting Julie and her team to do that. While I have that opportunity, thank you to Julie and her team and our advisers for the fantastic work they've done since summer holidays were interrupted at the start of January. Thank you all. That concludes today's conference call. Thank you for participating. You may now disconnect.