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AMOTIV LIMITED M&A Activity 2010

Aug 4, 2010

64396_rns_2010-08-04_8e1361b5-ba74-45fe-8f65-c34c755ae6a7.pdf

M&A Activity

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5 August 2010

GUD’s recommended offer for Dexion Limited

Extension of offer period and declaration of offer price as final

GUD Holdings Limited has today extended its recommended offer for all the ordinary shares in Dexion Limited by one week so that it will now close on Friday, 20 August 2010.

Additionally, GUD today declared the offer price of 80 cents cash for each Dexion share is final and will not be increased .

All Dexion directors have now accepted the offer for their own shares and Dexion’s two largest shareholders, who have previously committed their support, have also accepted the offer.

In aggregate, GUD has now received acceptances for over 69% of Dexion shares.

At this stage, the offer remains subject to the original bid conditions, but, as far as GUD is aware, nothing has occurred that will prevent those conditions being satisfied. GUD has received all regulatory approvals necessary for the bid to proceed.

A copy of the formal notice of variation is attached, together with a copy of the letter to shareholders accompanying the notice of variation.

For the purposes of ASX Listing Rule 3.2:

  • at the date of the offer (2 July 2010), GUD had a relevant interest in 0% of Dexion ordinary shares; and

  • at the date of this offer extension (5 August 2010), GUD has a relevant interest in 69.37% of Dexion ordinary shares.

For investor enquiries contact:

Ian Campbell Managing Director GUD Holdings Limited +613 9243 3332


A copy of this notice was lodged with ASIC on 5 August 2010. ASIC takes no responsibility for the contents of this notice.

G.U.D. Holdings Limited

Takeover offer for Dexion Limited

Notice of variation – Extension of offer period

To: Australian Securities and Investments Commission

Dexion Limited

Each person to whom offers were made under the takeover bid referred to in this notice

G.U.D. Holdings Limited ABN 99 004 400 891 gives notice that its takeover offers for all of the ordinary shares in Dexion Limited contained in its bidder’s statement dated 25 June 2010 are varied by extending the period during which the offer will remain open so that the offer will now close at 7.00pm (Melbourne time) on 20 August 2010.

Accordingly, the new date for the purposes of giving notice of status of defeating conditions will be 12 August 2010.

As at the date of this notice, the offers have not been freed of the defeating conditions and, so far as GUD knows, none of the conditions to the offers have been fulfilled, though no event has occurred which could prevent any condition being satisfied.

DATED : 5 August 2010

Signed for and on behalf of

G.U.D. Holdings Limited

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Clive K Hall Chairman

5 August 2010

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Dear Dexion Shareholder

GUD passes 60% acceptances, declares price final and extends offer

G.U.D. Holdings Limited is pleased to advise that, under its takeover bid for Dexion Limited, acceptances have now passed 60% of shares outstanding.

The offer price of 80 cents cash for each Dexion share is now FINAL and will not be increased .

The offer price represents a 100% premium to the Dexion closing share price on 20 May 2010 (that date being the last trading day prior to the announcement that GUD and Dexion had entered into a takeover bid implementation agreement).

The Dexion Board unanimously recommends that shareholders accept the offer, in the absence of a superior proposal. All Dexion directors have now accepted the offer for their own shares and Dexion’s two largest shareholders, who have previously committed their support, have also accepted the offer .

The offer is now scheduled to close at 7.00pm (Melbourne time) on 20 August 2010. A copy of the formal notice of variation is enclosed.

The offer still remains subject to the original bid conditions, but, as far as GUD is aware, nothing has occurred that will prevent the conditions being satisfied. GUD has received all regulatory approvals necessary for the bid to proceed.

If you have already accepted GUD’s offer, you need take no further action. If you have not, I strongly urge you to accept the offer without delay .

If you have any queries in relation to how to accept the offer or any other matter relating to the takeover bid, please contact GUD’s offer information line on 1300 089 277 (local call charges apply) from within Australia or +61 3 9415 4355 (normal charges apply) from outside Australia.

Yours sincerely

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Clive K Hall Chairman