ACUMENTIS GROUP LIMITED — M&A Activity 2011

Apr 17, 2011

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18[th] March 2011

Dear Shareholder

Merger Offer with Orchard Funds Ltd - Shareholder Benefits

As part of LandMark White’s (LMW) commitment to shareholder growth we have lodged a bid for Orchard Funds Ltd (OFL). Our offer has been structured to add value for LMW shareholders. Please see our web site for a presentation of the benefits to LMW shareholders in the proposed merger, www.lmw.com.au , shareholder information.

In 2008 LMW moved into property funds management establishing LMW Invest Pty Ltd. Refer www.lmwinvest.com or details and the performance of the LMWI Diversified Property Fund. Should our bid be successful, OFL, currently managing around $1.3 Billion of property around Australia and New Zealand, will provide significant advantages for our shareholders; share growth and increased liquidity.

I also encourage you to read the specifics of our offer on our web site www.lmw.com.au, refer Company Announcements and News.

As a snapshot, LMW is offering 1 share for 23.89 OFL shares. As you would be aware LMW carries no debt. This business philosophy has served us well, especially through the GFC. Unlike LMW, OFL has debt, however through a proposed Rights Issue (should OFL shareholders accept our offer), synergistic cost savings and a commitment from the management team to discount and cap management costs until the debt is cleared, we would see the OFL debt repaid within 12 months. During this period we have committed to a minimum 3 cent annual dividend, a minimum return of 7.5% assuming a 40 cents share price, continuing our long standing commitment to shareholder returns.

Since the peak in 2007 when LMW shares traded at 89 cents, we have lost value through the GFC in direct correlation to that of the ASX property index leaders. This is a major merger proposal for LMW and if successful would provide a substantial business platform to assist in increasing shareholder value towards that previously experienced.

The Board of LandMark White are confident that should this merger offer be successful it will reward our loyal shareholders.

Should you have any questions or concerns please do not hesitate to contact me on 02 8823 6300, or 0407 47 6699.

Yours sincerely

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Brad Piltz Chief Executive and Director LandMark White Limited

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LMW Merger Proposal – Benefit to Shareholders

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Merger Background & Status

• LandMark White (LMW) has offered a merger to Orchard Funds Ltd (OFL)

• Creating a combined property company with diversified income streams

• Increased value immediately post merger from cost savings and merger synergies

• Accretive earnings creating dividend growth

• Increased growth potential

• Greater liquidity

• Expanded management capability

• LMW expects to progress its proposal with the new Board of directors and the OFL banks

• Provided the Barwon offer is unsuccessful at the shareholder vote on 20 April

• LMW believes it’s offer is superior to Barwon’s and will be reflected in the EGM vote

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Merger Background

• OFL

• Is a retail property funds management group

• With approximately $1.3 billion of property assets under management

  • commercial property, including office, retail and industrial sectors

  • a range of non-traditional assets such as medical centres, hospitals and child care centres

• LMW

• A public property company listed on the ASX

• One of Australia’s largest independent property valuation and consultancy companies

  • National presence with 150 staff

  • Providing commercial & residential valuations; funds management; research and advisory

  • LMW established its retail funds management division in 2008

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Summary Benefits for LMW

Lower costs and merger synergies Increased Value Forecast to be accretive to future Earnings/dividend Growth earnings Diversified income streams: property Diversified Income services & funds management Increased shareholder spread Increased Liquidity Tradable ri hts issue g Cross leveraging property services and funds management businesses Increased Growth Potential Stable latform ositioned for rowth p p g Purchase Funds Management Potential Value Growth business at low cycle values Combined management capability Enhanced Management including LMW, Taemas and OFL

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The Structure

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Merger Proposal & Recapitalisation

• The LMW merger offer is a scrip for scrip offer

• 1 LMW share for 23.89 OFL shares

• Value ratio $11m:$8m

• 51% acceptance condition

• LMW will recapitalise OFL by providing a secured loan (OFL Loan) – up to $10m to OFL

• To be used to refinance OFL debt to BOSI

• $1.25m funded from a Convertible Note (see below)

• $8.75m funded by the Rights Issue (see below)

  • See Appendix 2 for detail

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Merger Proposal & Recapitalisation

• The Convertible Note will be issued by LMW to Taemas Group

• On the completion of the merger

• Initially be issued for $4m

• Partially repaid, up to $2.75m, from amounts raised under the Rights Issue

  • See Appendix 1 for detail

• Increased dividend yield accruing from 1 July 2011

• Projected 3 cents per share with growth

• 1

• 9% cash yield on blended cost base of 33 cps

• Provided operating costs do not exceed $5m pa (enhancing BOSI 2

• repayment)

• Assumes $0.20 rights entitlement is taken up and a $0.40 original cost base being the current LMW Valuation

• Projected figures are based on forward looking statements based on LMW’s expectation about future events which may be effected by unknown events. LMW have not had access to due diligence on these numbers.

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Merger Proposal & Recapitalisation

• LMW will undertake a $8.75m renounceable Rights Issue

• Within 6 months of the completion of the merger

• Priced at $0.20 per share, a 50% discount to LMW’s current share price

• Dividend yield on the rights shares is 15%

• Liquidity

• Shareholder spread is doubled post merger

• A diversified platform better positioned to raise capital for future growth

• Further growth in shareholder spread and liquidity if DPF is stapled to LMW

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Merger Proposal & Recapitalisation

• LMW will work with Taemas Group to manage and grow its funds management business.

• Taemas will:

• Provide elements of the executive team

• Provide an underwritten $4m Convertible Note at no cost (other than interest)

• Receive a 25% economic interest (profit and capital) in OFL

• Cap OFL operating costs

  • While BOSI debt remains outstanding, if total operating costs exceed $5m pa, Taemas will

    • Capitalise their reduced staff cost

    • Capitalise the interest on their Convertible Note

    • Capitalise their 25% economic interest

• The merged LMW entity has a call over Taemas’s economic interest

  • In 3-5 years for LMW scrip

  • On a pro rata EBITDA basis

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Merger Structure

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----- Start of picture text -----

Old LMW New LMW Old OFL
Shareholders Shareholders Shareholders
~60% pre rights ~40% pre rights
1) Scrip for Scrip 2) Rights Issue:
($11m:$8m) $0 - $8.75m
Taemas Convertible Note LMW
Minorities
Group $1.25-$4.00m
(ASX)
51% - 100% 0%-49%
Option over 25%
Interest
$4.35m - $10m
Loan
Taemas
OFL
Group
Management Team
25% economic interest in OFL
----- End of picture text -----*

• OFL Shareholders accepting the offer will become shareholders in LMW (“New LMW Shareholders”)

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Rationale & Benefits

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Merger Rationale & Benefits

• OFL and LMW are property companies that have lost value through the GFC and are leveraged to the recovery in the property cycle

• LMW’s share price reflects the sector and mirrors the index

• 5-year comparable performance LandMark White vs Stockland Property Group vs Westfield Group

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Merger Rationale & Benefits

• The current valuation of OFL reflects low cycle values, high leverage, shareholder and unit holder unrest and no market support

• LMW believes a merger of the two can achieve an excellent financial outcome* – Immediately release merger synergies of $1.5m pa

• Access to cost savings of $2.2m pa

• By addressing OFL’s issues shareholders can access value from the recovery in property

* Projected figures are based on forward looking statements based on LMW’s expectation about future events which may be effected by unknown events. LMW have not had access to due diligence on these numbers.

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Merger Rationale & Benefits

• LMW’s liquidity will improve

• Increased number of shareholders

• Trading in rights creating liquidity for those who don’t participate

• Liquidity for DPF unit holders if DPF is stapled to LMW

• Enhanced shareholder spread for existing LMW shareholders

• LMW believes that the combination provides the elements for growth

• LMW’s property skills

• OFL’s investment platform

• Taemas Group’s management and capital market skills

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Merger Rationale & Benefits

• The most compelling reason is the additional $3.7m pa of cost benefits*

• Cost savings of $2.2m pa

• Merger synergies of $1.5m pa

• Merger synergies come from

• Single board at headstock level

• One finance group, IT, legal, risk and compliance and corporate services

* Projected figures are based on forward looking statements based on LMW’s expectation about future events which may be effected by unknown events. LMW have not had access to due diligence on these numbers.

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Merger Rationale & Benefits

• The cost savings come from the relationship with Taemas Group

• Taemas have underwritten the Convertible Note at no cost (ex interest)

• Taemas have committed staff at below market

• Taemas have committed to capitalise costs to ensure dividends are payable

• Taemas will deliver in-house legal and advisory capability at no additional cost

• In return, Taemas will be granted a 25% economic interest in OFL

• 25% of OFL on day 1 is $2m compared to the cost savings of $13.88m*

• LMW has the option to buy back the 25% economic interest

* Projected figures are based on forward looking statements based on LMW’s expectation about future events which may be effected by unknown events. LMW have not had access to due diligence on these numbers.

See slide 19 and 20 for details

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73% Increase in Potential Value

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Merger Rationale & Benefits

• Potential value of cost savings is $13.88m*

• Assuming OFL value is $8m – their value increases by 73%*

* Projected figures are based on forward looking statements based on LMW’s expectation about future events which may be effected by unknown events. LMW have not had access to due diligence on these numbers.

See slide 19 and 20 for details

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Merger Rationale & Benefits

• Dividend Yield

• 7.5% is a high dividend yield

• Which increases to 9% if the rights are taken up

LMW Value Rights price Combined Cost today (Assumed Base Cost Base) $0.40 $0.20 $0.33 Dividend yield @ 3c per share 7.5% 9%

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Merger Rationale & Benefits

• Estimated cost savings and merger benefits create 73% of additional value at a conservative earnings multiple of 5x. $8.03m for current LMW shareholders.

	LMW		OFL	Combined
	$m		$m	$m
Value today		11.00	8.00	19.00
Cost Savings after
Management Charge
(3.7m x 75%)		1.61	1.17	2.78
Assumed value @ 5x
multiple		8.03	5.84	13.88
Assumed Total Value		19.03	13.84	32.88
Value Uplift		73%	73%

* Projected figures are based on forward looking statements based on LMW’s expectation about future events which may be effected by unknown events. LMW have not had access to due diligence on these numbers.

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Transaction Timetable

Transaction Timetable Steps 1 Bid offer is open	Months Year End 1 2 3 4 5 6 7 2011 2012 2013 2014 2015 2016 2017 and beyond

• 2 Management 25% entitlement granted convertible 3-5yrs

• 3 New management team starts

• 4 Convertible Note issue expiring 4 yrs from issue

• 5 Initial BOSI repayment of $5.67m

• 6 Rights issue within 6 mths (Dec 2011)

• 7 Subsequent BOSI repayment of $5.38m

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• 8 BOSI repayment from cash sweep

• 9 BOSI repaid in full

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22

Appendices

• Appendix 1 – Convertible Note Term Sheet

• • Appendix 2 – OFL Loan Term Sheet

• • Appendix 3 – LMW Merger Offer (incl.)

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23 Appendix 1- Convertible Note Term Sheet

Issuer	LandMark White Limited(ACN 102 320 329)	*
Purchaser	Taemas Investments PtyLimited(ACN 145 705 380)
Instrument	Convertible Note
Face Amount	$4,000,000
Condition Precedent	It will be a condition precedent to the issue of the Convertible Note and the obligation of the Purchaser to purchase the Convertible Note that the Issuer will have successfully completed its acquisition of 51% (or more) of Orchard Funds Limited (OFL) in accordance with this letter
Purpose	The Issuer shall use the proceeds of the Convertible Note to make a loan to OFL (OFL Loan) on the terms attached (or otherwise agreed by the issuer) together with $0.35m loan from the Issuer
Term	4years from first funding
Margin	 Cash pay 2.5%  Capitalising 4.5%  Accruingmonthly and paid orcapitalised six monthly
Base Rate	BBSW
Pre-payment	 The Issuer will undertake a rights issue within six months  The rights price will be $0.20 to raise $8.75m  The proceeds of the rights issue, to the extent of 3.10 cents to each 8.75cents raised, shall be used to prepay the Convertible Note and the $0.35m LMW loan  The remaining Convertible Note (minimum $1,250,000) shall not be prepayable prior to the expiry of the Term
Conversion	 The face amount of the Convertible Note and any outstanding interest shall be convertible at the option of the Purchaser into the ordinary shares of the Issuer  The Convertible Note will be converted to shares at an issue price of  If the amount raised under the rights issue is less than 50% of $8.75m, then $0.20 per share;  If the amount raised under the rights issue is greater than or equal to 50% of $8.75m, then $0.30 per share  The Purchaser may convert the Convertible Note in whole or part at any time after 6 months from the date of first funding up to the month which is 2 months prior to the expiry of the Term  The Issuer shall ensure that it has sufficient authority to issue the shares required by any such conversion
Security	 The Issuer shall not create any prior ranking indebtedness to the Convertible Note without the written consent of the Purchaser  The Issuer shall grant a first ranking fixed and floating charge over  Its interest in OFL  Its rights under the OFL Loan (and associated security)
Events of Default	Standard warranties, undertakings and events of default will be included, including a cross default to obligations owed to the Purchaser (and its associates) by the Issuer and its subsidiaries
Costs	Each party will bear its own legal costs in relation to the preparation of the legal documents

* When calculating the amount of rights raised in the conversion calculation, only rights raised by third parties ie. not underwritten rights take up, are counted

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Appendix 2 - OFL Loan Term Sheet

Lender	LandMark White Limited(ACN 102 320 329)
Borrower	Orchard Funds Limited(ACN 097 125 874)
Instrument	Secured Loan
Face Amount	 Up to $10,000,000 made up of:  Committed amount of $4.35m  Uncommitted amount of $5.65m  The uncommitted amount will be made available to the extent of proceeds available to LMW from its rights issue after repayment of the Convertible Note and $0.35m Loan from LMW in the ratio of 3.1cents to 8.75cents
Condition Precedent	It will be a condition precedent to the making of the Loan that the Lender will have successfully completed its acquisition (Acquisition) of 51% (or more) of Orchard Funds Limited (OFL)
Purpose	The Borrower shall use the proceeds of the Loan to repay the Bank of Scotland International Plc debt owed by OFL (BOSI Loan and Security)
Term	6years from first funding
Margin	 Cash pay 5.0%  Capitalising 7.5%  Accruing monthly and paid or capitalised six monthly
Base Rate	BBSW
Pre-payment	 The Loan maybepre-paid at anytime withoutpenalty
Security	 The Loan shall be secured by a fixed and floating charge over all of the assets and undertakings in OFL in favour of the Lender (LMW Security)  The LMW Security shall rank behind and shall be subordinated in all respects to the BOSI Loan and Security except that BOSI shall permit the payment of distributions by OFL (including repayment of the interest or principal of the Loan) up to a maximum amount equal to $0.03 per share per annum issued by LMW to OFL shareholders as part of the Acquisition and shares issued by LMW under the rights issue provided that  no Event of Default has occurred and is continuing under the BOSI Loan and Security and  the operating costs (staff and SG&A) for the relevant period of the distribution do not exceed $5m per annum  OFL shall not create any prior ranking indebtedness to the Loan (other than the existing BOSI Loan and Security) without the written consent of the Lender
Events of Default	Standard warranties, undertakings and events of default will be included, including a cross default to obligations owed to the Lender (and its associates) by the Borrower and its subsidiaries
Costs	The Borrower will bear its own legal costs in relation to the preparation of the legal documents and obtaining relevant consents

* To the extent that any rights are underwritten, this amount will become committed

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Appendix 3 – LMW Bidder Statement

Included in a separate document

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Disclaimer

The information contained in this presentation is given without any liability whatsoever to LandMark White Limited or any of its related entities (collectively “LandMark White Group”) or their respective directors or officers, and is not intended to constitute legal, tax or accounting advice or opinion. No representation or warranty, expressed or implied, is made as to the accuracy, completeness or thoroughness of the content of the information. The recipient should consult with its own legal, tax or accounting advisers as to the accuracy and application of the information contained herein and should conduct its own due diligence and other enquiries in relation to such information.

The information in this presentation has not been independently verified by LandMark White Group. LandMark White Group disclaims any responsibility for any errors or omissions in such information, including the financial calculations, projections and forecasts set forth herein. No representation or warranty is made by or on behalf of LandMark White Group that any projection, forecast, calculation, forward-looking statement, assumption or estimate contained in this presentation should or will be achieved.

Please note that, in providing this presentation, LandMark White Group has not considered the objectives, financial position or needs of the recipient. The recipient should obtain and rely on its own professional advice from its tax, legal, accounting and other professional advisers in respect of the addressee’s objectives, financial position or needs.

This presentation does not carry any right of publication. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by LandMark White Group. Neither this presentation nor any of its contents may be reproduced or used for any other purpose without the prior written consent of LandMark White Group.

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