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Proposed Listing of Opus on NZX

Type : Announcement
Subject : OPUS INTERNATIONAL GROUP PLC ("OPUS PLC")

PROPOSED LISTING OF OPUS INTERNATIONAL CONSULTANTS LIMITED ("OPUS IC"), AN INDIRECT SUBSIDIARY OF OPUS PLC, ON THE NEW ZEALAND STOCK MARKET OF THE NEW ZEALAND EXCHANGE LIMITED ("NZSX")

Contents :

1. INTRODUCTION
On behalf of the Board of Directors of Opus plc ("Board"), we are pleased to announce that Opus plc proposes to list Opus IC on the NZSX ("Proposed Listing").


Opus plc currently holds 85.91% equity interest in Opus IC via Opus International (NZ) Limited ("Opus NZ"), a wholly-owned subsidiary of Opus plc. The remaining equity interest of 14.09% is held by key employees of Opus IC following the exercise of options under Opus IC's employee share option plan.


2. THE PROPOSED LISTING
2.1 The structure of the Proposed Listing will be finalised closer to Opus IC's listing date, after taking into consideration, amongst others, the prevailing market conditions and valuation of Opus IC at that point in time.
Nevertheless, the Proposed Listing is expected to involve, amongst others, the following:

(i) an offer for sale by Opus NZ of up to 20% of its existing holding of ordinary shares in Opus IC ("Opus IC Shares") ("Proposed Offer for Sale"); and/or

(ii) a public issue of new Opus IC Shares ("Proposed Public Issue").

The exact number of Opus IC Shares to be made available under the Proposed Listing will be finalised closer to Opus IC's listing date and will be subject to Opus NZ holding at least 51% of the enlarged issued and paid-up share capital of Opus IC (after the Proposed Listing and the exercise of all existing convertible securities in Opus IC).


The Opus IC Shares to be made available under the Proposed Listing may be offered/issued to the following categories of investors:

(i) the general public of New Zealand ("NZ");

(ii) Opus IC's employees located in NZ and certain overseas jurisdiction; and

(iii) institutional and professional investors from NZ and certain overseas jurisdiction to be determined.


2.2 Further details of the Proposed Listing will be provided in a circular to Opus plc's shareholders, which will be issued in due course.

2.3 Opus plc's costs and dates of investments in Opus IC, through Opus NZ, are set out below:


Notes:
*1 On 2 April 2002, Opus IC redeemed the 500,000 Opus IC RCPS for NZD4,400,000 and Opus NZ simultaneously subscribed for 4,500,000 Opus IC Shares for NZD4,400,000.

*2 On 20 April 2007, 30,000,000 new Opus IC Shares were issued to Opus NZ following a bonus issue undertaken by Opus IC.


2.4 Opus plc expects to complete the Proposed Listing by the end of 2007.

3. PROPOSED UTILISATION OF PROCEEDS
The amount of proceeds to be raised under the Proposed Listing cannot be determined at this juncture as it depends on the number of Opus IC Shares to be offered/issued and the offer/issue price under the Proposed Listing.


Nonetheless, the net proceeds to be raised under the Proposed Offer for Sale are intended to be used for working capital and/or investments or acquisitions in areas related to the principal businesses of Opus plc and its subsidiaries ("Opus plc Group") as and when such opportunities arise.


The net proceeds to be raised under the Proposed Public Issue (after deducting the expenses relating to the Proposed Listing) are proposed to be used by Opus IC for working capital and/or investments or acquisitions in areas related to the principal businesses of Opus IC and its subsidiaries ("Opus IC Group") as and when such opportunities arise.

4. RATIONALE FOR THE PROPOSED LISTING

The rationale for the Proposed Listing are as follows:
(i) to enable the Opus plc Group to realise part of its investment in Opus IC through the Proposed Offer for Sale;

(ii) to have in place, funds for the Opus plc Group's potential investments or acquisitions as and when such opportunities arise;

(iii) to enable Opus IC to have access to the capital markets in NZ, giving Opus IC the financial flexibility to pursue growth opportunities;

(iv) to enable Opus IC to achieve a sense of public ownership and to further enhance its profile; and

(v) to provide a platform for Opus IC's employees to participate in the equity performance of Opus IC as well as to see value recognition and liquidity for their existing investments in the equity capital of Opus IC.


5. INFORMATION ON OPUS IC
Opus IC was incorporated in NZ on 18 February 1991 as a private limited liability company under the NZ Companies Act 1955 under the name of Works Consultancy Services Limited and was re-registered under the NZ Companies Act 1993 on 6 May 1996. Opus IC assumed its present name in April 1997.

Prior to its transition to a privately owned company, Opus IC was the consultancy division of the Works and Development Services Corporation (NZ) Limited ("NZ Works"), an entity owned by Her Majesty the Queen in Right of NZ, which was responsible for the commercial operations of infrastructure projects funded by the NZ government. Opus IC was incorporated as a wholly-owned subsidiary of NZ Works. Opus IC commenced its operations on 1 April 1991. On 8 November 1996, Opus IC was sold to Opus NZ by NZ Works.

The Opus IC Group is principally involved in infrastructure, maintenance and design work. The Opus IC Group also provides services in areas related to engineering and consultancy, construction, asset management and development, property and architecture.

Opus IC has presence in more than 20 countries, including NZ, the United Kingdom, Australia and Canada.

A summary of Opus IC's financial information for the past 5 financial years ended 31 December 2002 to 2006 and the 3-month period ended 31 March 2007 is set out in Table 1 below.


6. EFFECTS OF THE PROPOSED LISTING

6.1 Issued and paid-up share capital and shareholding of substantial shareholder
The Proposed Listing will not have any effect on the existing issued and paid-up share capital and the shareholding of substantial shareholder of Opus plc.


6.2 Earnings per share ("EPS")
The Proposed Listing is expected to be completed by the end of 2007. The effects of the Proposed Listing on Opus plc's consolidated EPS can only be determined after the structure of the Proposed Listing and the issue/offer price have been finalised.

Nevertheless, the Proposed Listing is expected to give rise to a one-off increase in Opus plc's consolidated EPS for the financial year ending 31 December 2007 as the Opus plc Group is expected to recognise a gain arising from the Proposed Listing.

Going forward, the Proposed Listing is expected to result in the following:

(i) a lower contribution from Opus IC to Opus plc's consolidated EPS in the near term due to the decrease in Opus plc's indirect equity interest in Opus IC; and

(ii) a potential increase in Opus plc's consolidated EPS in the medium term due to expected returns generated by any new investments and acquisitions that may be undertaken by the Opus plc Group, which will be funded by the proceeds from the Proposed Listing.


6.3 Net assets per share
The Proposed Listing is expected to result in an increase in Opus plc's consolidated net assets per share due to the one-off increase in Opus plc's consolidated earnings as set out in Section 6.2 above.


6.4 Gearing

The Proposed Listing is expected to reduce the Opus plc Group's gearing as a result of the increase in Opus plc's consolidated net assets as set out in Section 6.3 above.


7. APPROVALS REQUIRED

The Proposed Listing is subject to the approvals of the following:

(i) Opus plc's shareholders at an extraordinary general meeting to be convened;

(ii) New Zealand Exchange Limited for the listing of and quotation for the Opus IC Shares on the NZSX and approval of any related documentation such as Opus IC's constitution (a document in NZ which is equivalent to the memorandum and articles of association in Malaysia), and the granting of any waivers required from the listing rules of NZSX;

(iii) Securities Commission of NZ with respect to any exemptions required in relation to the offer document for the Proposed Listing and any other related documentation; and

(iv) other regulatory authorities, where applicable.

The Proposed Listing is not conditional upon any other corporate exercise/scheme.

The Board has been informed that applications to relevant authorities for the Proposed Listing is expected to be submitted by end of September 2007.

8. DIRECTORS' AND MAJOR SHAREHOLDER'S INTERESTS
None of Opus plc's Directors, major shareholder and/or persons connected with them has any interest, direct or indirect, in the Proposed Listing.

9. STATEMENT BY THE DIRECTORS

The Board, having considered all aspects of the Proposed Listing, is of the opinion that the Proposed Listing is in the best interest of the Opus plc Group.


10. DEPARTURE FROM THE SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES ("SC GUIDELINES")
There is no departure from the SC Guidelines in respect of the Proposed Listing.


This announcement is dated 27 June 2007.

ENDS

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