AMOTIV LIMITED - M&A Activity 2010

Dexion Limited ABN 92 105 330 041 23 Tattersall Road, Kings Park NSW 2148 T: +61 2 9830 5000 F: +91 2 9830 5165

www.dexion.com.au

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5 July 2010

Kimberley Brown Senior Adviser Company Announcements Office ASX Limited 4[th] Floor 20 Bridge Street Sydney NSW 2000

LODGEMENT OF TARGET'S STATEMENT

Dear Kimberley

We enclose by way of service a copy of Dexion Limited’s ( Dexion ) Target’s Statement dated 5 July 2010 pursuant to item 14 of section 633(1) of the Corporations Act 2001 (Cth) ( Corporations Act ).

This Target’s Statement contains the recommendation of the Dexion Directors that Dexion Shareholders ACCEPT the Offer made by G.U.D. Holdings Limited ( GUD ) in its Bidder’s Statement dated 25 June 2010.

Dexion Shareholders are encouraged to read the Bidder's Statement and the Target's Statement in full, and to consider the Offer having regard to their personal circumstances. The Directors encourage Dexion Shareholders to seek their own independent financial and taxation advice prior to deciding whether to accept or not accept the Offer.

Please note that in accordance with item 11 of section 633(1) of the Corporations Act, Dexion has sent a copy of this Target’s Statement to GUD, and in accordance with item 13 of section 633(1) of the Act Dexion has lodged a copy of this Target’s Statement with the Australian Securities and Investments Commission.

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Trefor Clayton Company Secretary

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TarGeT’s sTaTemenT

your directors unanimously recommend that you accepT

the offer in the absence of a superior proposal

in response to the off-market takeover bid by G.u.d. holdings Limited aBn 99 004 400 891 to acquire all of your dexion shares for $0.80 cash per dexion share

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To accept the offer, complete, sign and return the acceptance form enclosed with the Bidder’s statement in accordance with the instructions on the acceptance form.

dexion Limited | ABN 92 105 330 041

This is an imporTanT documenT and requires your immediaTe aTTenTion.

if you are in any doubt as to how to deal with this document, please consult your financial or other professional adviser.

Financial adviser

Legal adviser

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imporTanT noTices

None of Dexion, any of its officers, any person named in this Target’s Statement with their consent or any person involved in the preparation of this Target’s Statement makes any representation or warranty (express or implied) or gives any other assurance that the implied values or anticipated results, performance or achievements expressed or implied in forward-looking statements in this Target’s Statement will be achieved or as to the accuracy or likelihood of fulfilment of any forward-looking statement.

nature of this document

This document is the Target’s Statement and is issued by Dexion Limited (ABN 92 105 330 041) ( dexion ) dated 5 July 2010 under Part 6.5 of the Corporations Act in response to the Bidder’s Statement lodged by G.U.D. Holdings Limited ( Gud ) on 25 June 2010.

asic disclaimer

A copy of this Target’s Statement was lodged with ASIC on 5 July 2010. Neither ASIC nor any of its officers takes any responsibility for the contents of this Target’s Statement.

The forward-looking statements in this Target’s Statement reflect views held only as at the date of this Target’s Statement.

asX disclaimer

rounding

A copy of this Target’s Statement was provided to ASX on 5 July 2010. Neither ASX nor any of its officers takes any responsibility for the contents of this Target’s Statement.

Certain financial figures in this Target’s Statement have been rounded as applicable, unless otherwise stated. Such figures should be considered as approximate figures. Any discrepancies in any table between totals and sums of amounts listed therein or to previously published financial figures are due to rounding.

defined terms

Terms used in this Target’s Statement are defined in Section 10.1 of this Target’s Statement.

no account of personal circumstances

references to time and currency

This Target’s Statement does not take into account your individual investment objectives, financial situation or particular needs and does not constitute financial product advice. It does not contain personal advice. This Target’s Statement should not be relied on as the sole basis for any investment decision in relation to Dexion Shares. The directors encourage you to obtain independent legal, financial and taxation advice before deciding whether to reject or accept the Offer.

Unless otherwise stated, a reference to time in this Target’s Statement is a reference to time in Melbourne, Victoria, Australia. References to ($) dollars in this Target’s Statement are to Australian dollars, unless otherwise stated.

shareholder enquires

Dexion has established a shareholder information line which Dexion Shareholders may call if they have any queries in relation to the Offer. The telephone number for the Dexion Shareholder Information Line is 1800 209 118.

disclaimer regarding Forward-Looking statements

privacy statements

This Target’s Statement contains statements in the nature of forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Shareholders should note that those forwardlooking statements are only predictions and are subject to inherent uncertainties in that they may be affected by a variety of known and unknown risks, variables and factors which could cause actual values or results, performance or achievements to differ materially from implied values or anticipated results, performance or achievements expressed or implied in those forward-looking statements. These risks, variables and factors include matters specific to the industry in which Dexion operates, as well as general economic conditions, financial market conditions and legislative, fiscal or regulatory developments.

Dexion has collected information from the Dexion share register for the purpose of providing you with this Target’s Statement. The type of information Dexion has collected about you includes your name, contact details and information on your shareholding in Dexion. The Corporations Act requires the name and address of Shareholders to be held in a public register.

Dexion has also provided or will provide personal information about its Shareholders to GUD in accordance with the Corporations Act and the ASTC Settlement Rules. GUD states in the Bidder’s Statement that it may disclose this information on a confidential basis to its Related Bodies Corporate, and holders of securities in GUD or its Related Bodies Corporate and external service providers, and that it may be required to be disclosed to regulators, such as ASIC.

DexioN LimiteD

Key daTes

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Announcement Date	21 may 2010
Date of offer	2 July 2010
Date of this target’s Statement	5 July 2010
offer closes (unless extended or withdrawn)	4 August 2010

Chairman’s Letter	Chairman’s Letter	2
Why you should accept the Offer		3
Section 1	Directors’ recommendation and intentions	4
Section 2	Your choices as a Dexion Shareholder	5
Section 3	Questions & Answers	6
Section 4	Reasons why the Directors recommend the Offer	11
Section 5	Summary of the Offer	15
Section 6	Other important considerations for Dexion Shareholders	21
Section 7	Information about Dexion	26
Section 8	Interests of the Directors	29
Section 9	Additional Information	31
Section 10	Defnitions and Interpretation	34
Corporate Directory		iBc

target‘s statement

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chairman’s LeTTer

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5 July 2010

Dexion Limited ABN 92 105 330 041 23 Tattersall Road Kings Park NSW 2148 T +61 2 9830 5000 F +91 2 9830 5165 www.dexion.com.au

dear shareholder,

On 21 May 2010, Dexion Limited ( dexion ) announced that it had entered into a takeover bid implementation agreement with G.U.D. Holdings Limited ( Gud ) under which GUD agreed to make an off-market takeover bid to acquire all the issued shares of Dexion ( dexion shares ) upon the completion of confirmatory due diligence.

Following completion of its due diligence enquires, on 21 June 2010, GUD confirmed that it would proceed with its offer of $0.80 cash for each of your Dexion Shares ( offer ).

your directors unanimously recommend that you accepT the offer in the absence of a superior proposal.

The key reasons for the Directors’ unanimously recommending that you accept the Offer in the absence of a superior proposal are:

the Offer Price represents an attractive premium to Dexion’s recent trading performance on ASX;
Dexion Shares have historically traded with low liquidity;
the Offer Price of $0.80 cash per Share provides certainty;
the Dexion Share price will likely decline below current levels if the Offer lapses, at least in the short term;
Shareholders who accept the Offer will not pay brokerage;
since the announcement on 21 May 2010 that GUD proposed to make a takeover bid for Dexion ( announcement date ), no superior proposal has emerged; and
risk of being a minority Dexion Shareholder.

The Offer promises an exciting new phase for Dexion, building on its 60 years of history and providing it with a strong foundation for the next phase of Dexion’s growth.

You should be aware that all of the Directors intend to accept, or procure the acceptance of, the Offer in respect of any Dexion Shares that they or their Associates own or control, in the absence of a superior proposal.

You are encouraged to read both the Bidder’s Statement and this Target’s Statement in full and to consider the Offer having regard to your personal circumstances. The Directors encourage you to seek your own independent legal, financial and taxation advice prior to deciding whether to accept the Offer.

If you accept the Offer and the Offer becomes unconditional, you will be paid within one month after the latter of the receipt of your acceptance and the date on which the Offer becomes unconditional and, in any event, within 21 days after the end of the Offer Period (subject to the conditions being satisfied or waived).

A table of frequently asked questions (with relevant answers) is set out in Section 3 of this Target’s Statement. If you have further questions about the Offer after reading this document, please call the Dexion Shareholder Information Line on 1800 209 118.

The Offer is open until 7.00pm (Melbourne time) on 4 August 2010 unless extended or withdrawn by GUD.

Yours sincerely,

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robert Wright Chairman

DexioN LimiteD

Why you shouLd accepT The oFFer

The offer price represents a substantial premium to recent trading prices of dexion shares

dexion shares have low liquidity

certainty of cash

dexion share price will likely decline below current levels if the offer lapses

shareholders who accept the offer will not pay brokerage or stamp duty

no superior proposal has emerged

risk of being a minority dexion shareholder

target‘s statement

direcTors’ recommendaTion 1 and inTenTions

1.1 directors of dexion

As at the date of this Target’s Statement, the Directors are:

name position

Mr Robert Wright Non-Executive Chairman Mr Peter Farmakis Managing Director Mr Trefor Clayton Finance Director Mr Ken Boundy Non-Executive Director Mr Graham Spurling Non-Executive Director

1.2 directors’ recommendation

After taking into account each of the matters in this Target’s Statement and in the Bidder’s Statement, the Directors unanimously recommend that you accept the Offer, in the absence of a superior proposal. The reasons for the Directors’ recommendation are set out in Section 4. In considering whether to accept the Offer, your Directors urge you to:

(1) read this Target’s Statement in its entirety;
(2) have regard to your individual risk profile, portfolio strategy, tax position and financial circumstances; and
(3) obtain financial advice from your broker or financial adviser about the Offer and obtain taxation advice on the effect of accepting the Offer.

1.3 intentions of your directors in relation to the offer

Each of the Directors intends to accept, or procure the acceptance of, the Offer in respect of all of the Dexion Shares that they or their Associates own or control, in the absence of a superior proposal.

Details of the relevant interests of each Director in Dexion Shares are set out in Section 8 of this Target’s Statement.

Dexion will promptly advise you if there are any material developments in relation to the Offer or if alternative proposals are announced during the Offer Period.

DexioN LimiteD

your choices 2 as a deXion sharehoLder

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As a Dexion shareholder, you have three choices currently available to you:

2.1 accept Gud’s offer

You can choose to accept GUD’s Offer.

This is the approach recommended by your directors and is the choice they intend to make in respect of their own shares, subject to there being no superior proposal.

If you accept GUD’s Offer, you will be giving up your right to sell your Dexion Shares on market and will also lose the ability to accept any other offer that may be made for your Dexion Shares.

Full details of how to accept GUD’s Offer are set out in section 9.3 of GUD’s Bidder’s Statement.

2.2 Take no action

Shareholders who do not wish to accept GUD’s Offer should do nothing in relation to GUD’s Offer.

However, if GUD acquires more than 50% but less than 90% of Dexion Shares and waives the conditions of the Offer and you continue to hold your Dexion Shares, you will be exposed to the risks associated with being a minority shareholder of Dexion. Some of these risks are explained in Section 6.6 of this Target’s Statement.

Further, if GUD acquires 90% or more of Dexion Shares on issue during the Offer Period, GUD will be able to compulsorily acquire your shares at the same price as applies under the Offer. However, you would be paid later than Shareholders who accept the Offer.

2.3 sell your dexion shares on market

During a takeover, shareholders of a target company who have not already accepted a bidder’s offer can still sell their shares on market for cash.

If you sell your Dexion Shares on market, you:

will lose the ability to accept GUD’s Offer (and any other takeover bid that may be made for Dexion Shares); and
may incur a brokerage charge.

Dexion Shareholders who wish to sell their Dexion Shares on market should contact their broker for information on how to sell their Dexion Shares.

target‘s statement

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3 quesTions & ansWers

This Section answers some frequently asked questions about the Offer. It is not intended to address all relevant issues for Dexion Shareholders. This Section should be read together with all other parts of this Target’s Statement and the Bidder’s Statement.

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question answer
What is the The Bidder’s Statement has been prepared by GUD. The Bidder’s
Bidder’s statement? Statement contains information on the Offer and the Corporations Act
requires GUD to send it to you. GUD lodged its Bidder’s Statement
with ASIC on 25 June 2010.
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What is this	This Target’s Statement has been prepared by Dexion and provides
Target’s statement?	Dexion’s response to the Offer, including the recommendations of your Directors.
What is the offer	GUD has made a conditional Offer of $0.80 cash per share for all
for my dexion shares?	of your Dexion Shares.
What choices	As a Dexion Shareholder, you can:
do i have as a	• accepTthe Offer in respect of all your Dexion Shares.
dexion shareholder?	Your Directors recommend that youaccepTthe Offer
	in the absence of a superior proposal;
	• reject the Offer for all the Dexion Shares you hold by
	doing nothing; or
	• sell your Dexion Shares on ASX (unless you have previously
	accepted the Offer and have not validly withdrawn your
	acceptance).
	See Section 2 of this Target’s Statement for more details.
What are the	Your Directors unanimously recommend that youaccepTthe Offer
directors of dexion	in the absence of a superior proposal.
recommending?	If there is any change to this recommendation or any material
	development in relation to the Offer of which Dexion becomes aware,
	the Directors will inform you.

DexioN LimiteD

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how do i accept the offer?

To accepT the Offer, you should follow the instructions set out in section 9.3 of the Bidder’s Statement.

What do the directors of dexion who are dexion shareholders intend to do with their dexion shares?

Each of the Directors who has a relevant interest in Dexion Shares intends to accept, or procure the acceptance of, the Offer in respect of all of the shares that they or their Associates own or control, in the absence of a superior proposal.

Why are the directors recommending that i accept the offer in the absence of a superior proposal?

Your Directors are recommending that you accepT the Offer in the absence of a superior proposal because, among other things:

the Offer Price represents an attractive premium to Dexion’s recent trading performance on the ASX prior to the Announcement Date;
Dexion Shares have historically traded with low liquidity;
the Offer Price of $0.80 cash per Share provides certainty;
the Dexion Share price will likely decline below current levels if the Offer lapses, at least in the short term;
Shareholders who accept the Offer will not pay brokerage;
since the Announcement Date, no superior proposal has emerged; and
risk of being a minority Dexion Shareholder.

What should i do?

To follow your Directors’ unanimous recommendation to accepT the Offer in the absence of a superior proposal, you should follow the instructions set out in section 9.3 of the Bidder’s Statement.

If you are in doubt as to what you should do, you should seek professional advice in relation to the Offer.

target‘s statement

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quesTions & ansWers continued

If you accept the Offer now, unless any withdrawal rights apply at the relevant time and you withdraw your acceptance of the Offer, you will not be able to sell your Dexion Shares on ASX or to any other bidder that may make a takeover offer, or deal with your Dexion Shares in any other manner while the Offer remains open. If the conditions of the Offer are not satisfied or waived and the Offer lapses, you will then be free to deal with your Dexion Shares even if you had accepted the Offer.

What are the consequences of accepting the offer now?

If you accept the Offer and GUD subsequently raises the Offer Price, you will receive the higher price if the Offer becomes unconditional.

If GUD acquires between 50% and 90% of Dexion Shares and waives the 90% minimum acceptance condition of its Offer, you may be exposed to the risks associated with being a minority shareholder in Dexion. Some of these risks are described in Section 6.6 of this Target’s Statement.

if i accept the offer now, can i withdraw my acceptance?

can i be forced to sell my dexion shares?

When does the offer close?

You only have a limited right to withdraw your acceptance of the Offer. You may withdraw your acceptance of the Offer if GUD varies its Offer in a way that postpones, for more than 1 month, the time when GUD must meet its obligations under the Offer and the Offer remains subject to conditions.

You cannot be forced to sell your Dexion Shares unless GUD and its Associates have a relevant interest in at least 90% of all Dexion Shares during or at the end of the Offer Period, and GUD proceeds to compulsory acquisition of your Dexion Shares. If that happens, you will be paid the last price offered by GUD for Dexion Shares under the Offer before compulsory acquisition commences, however you will receive payment later than the Shareholders who accepted the Offer.

The Offer is presently scheduled to close at 7.00pm (Melbourne time) on 4 August 2010, but the Offer Period can be extended or the Offer withdrawn in certain circumstances. See Sections 5.3 to 5.6 of this Target’s Statement and sections 9.2, 9.10 and 9.11 of the Bidder’s Statement for details of the circumstances in which the Offer Period can be extended or the Offer withdrawn.

DexioN LimiteD

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When do i have to decide?

If you wish to accept the Offer, you need to do so before its scheduled closing date. GUD has indicated that its Offer is scheduled to close at 7.00pm (Melbourne time) on 4 August 2010, however GUD may extend the Offer Period in accordance with the Corporations Act. In addition, the Offer Period may be extended automatically or the Offer withdrawn in certain circumstances. See Sections 5.3 to 5.6 of this Target’s Statement and sections 9.2, 9.10 to 9.11 of the Bidder’s Statement for more details.

What are the conditions of the offer?

The Offer is subject to a number of conditions. In summary, the Offer conditions include:

GUD (and its Associates) achieving a relevant interest in at least 90% of all Dexion Shares by the end of the Offer Period;
no new litigation or threatened action arising in relation to Dexion;
no Material Adverse Change occurring;
the S&P/ASX 200 index not falling below 4097 on any three consecutive trading days before the end of the Offer Period;
no Prescribed Occurrence occurring; and
a number of other conditions set out in section 9.7 of the Bidder’s Statement.

This is only a summary of some of the conditions of the Offer. See Section 5.2 of this Target’s Statement for further details and refer to section 9.7 of the Bidder’s Statement for full details of all conditions.

does satisfaction or waiver of the 90% minimum acceptance condition mean that i will definitely get paid if i accept?

No. All the conditions of the Offer must be satisfied or waived for the Offer to become unconditional and before you will be paid.

What happens if the conditions of the offer are not satisfied or waived?

If the conditions of the Offer are not satisfied or waived before the Offer closes, the Offer will lapse. In those circumstances, you will not be paid the Offer Price and you will retain ownership of your Dexion Shares (even if you had accepted the Offer). You will then be free to deal with your Dexion Shares.

target‘s statement

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3 quesTions & ansWers continued

If you accept the Offer and the Offer becomes unconditional, you may have to wait to receive your payment from GUD until the earlier of:

When will i be paid if i accept the offer?

1 month after the date of your acceptance, if the Offer is unconditional when you accept the Offer;
1 month after the date on which the Offer (or the contract resulting from your acceptance of the Offer) becomes unconditional if the Offer is subject to a Defeating Condition when you accept the Offer; and
21 days after the end of the Offer Period, provided that the Offer has become unconditional at that time.

Will you need to pay brokerage or stamp duty on acceptances?

If your Dexion Shares are registered in an Issuer Sponsored Holding in your name and you deliver them directly to GUD, you will not incur any brokerage fees or be obliged to pay stamp duty in connection with your acceptance of the Offer.

If your Dexion Shares are registered in a CHESS Holding, or if you are a beneficial owner whose Dexion Shares are registered in the name of a broker, bank, custodian or other nominee, you will not be obliged to pay stamp duty by accepting the Offer, but you should ask your Controlling Participant (usually your broker) or that nominee whether it will charge any transactional fees or service charges in connection with acceptance of the Offer.

What are the tax implications of accepting the offer?

A general outline of the tax implications for certain Australian resident Dexion Shareholders accepting the Offer is set out in section 7 of the Bidder’s Statement.

As it is a broad outline only, you should not rely on that outline as advice on your own affairs. It does not deal with the position of certain Dexion Shareholders.

You should seek your own personal, independent financial and taxation advice before making a decision as to whether or not to accept the Offer. You may, for example, be liable for capital gains tax.

See Section 6.7 of this Target’s Statement and section 7 of the Bidder’s Statement for further information.

What is the effect of the offer on dexion options?

GUD has stated in section 4.1 of the Bidder’s Statement that it has not decided whether to make an offer for the Dexion Options or Dexion Performance Rights. However, GUD has stated that it intends to compulsorily acquire the Dexion Options and Dexion Performance Rights if it becomes entitled to do so.

DexioN LimiteD

reasons Why The direcTors 4 recommend The oFFer

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4.1 The offer price represents a substantial premium to recent trading prices of dexion shares

The Offer Price of $0.80 cash per Dexion Share represents a significant premium to the recent trading prices of Dexion Shares prior to the Announcement Date.

Specifically, the Offer Price represents a:

100% premium to the closing price of Dexion Shares on 20 May 2010, being the last trading day before the Announcement Date;
90% premium to the Dexion one month volume weighted average share price ( VWap ) for the period ending on 20 May 2010*; and
79% premium to the Dexion three month VWAP for the period ending on 20 May 2010.

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$0.90
$0.80
$0.80
$0.70
$0.60 100% 90% 79%
$0.50
$0.40 $0.42 $0.45
$0.40
$0.30
$0.20
$0.10
$0.00
Offer price Closing price 1 Month VWAP 3 Month VWAP
on 20 May 2010 to 20 May 2010 to 20 May 2010
VWAP ($)
----- End of picture text -----

VWAP (volume weighted average price) has been calculated as at 20 May 2010, being the last trading day before the Announcement Date.

Further, prior to the Announcement Date, Dexion Shares have not traded at or above $0.80 since September 2008. The graph following sets out the share price history of Dexion over the 12 month period prior to the Announcement Date.

target‘s statement

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reasons Why
The direcTors
4 recommend The oFFer continued
$0.90
$0.80
Offer Price
$0.70
$0.60
$0.50
$0.40
$0.30
20 May 2010
$0.20 Last close date
Day before the
$0.10 Announcement Date
$0.00
Share price ($)
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May 09 Jun 09 Jul 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10

Source: IRESS Market Technology

4.2 dexion shares have low liquidity

Historically, Dexion Shares have traded at low liquidity levels on ASX. The Directors believe this illiquidity results in Dexion Shareholders having difficulty selling their Dexion Shares at fair value. In the twelve months prior to the Announcement Date, the average daily liquidity of Dexion Shares was 127,217 Shares (which represents 0.1% of the Dexion register) as illustrated in the chart below.

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Dexion Share Trading Volume
2,500,000
2,000,000
1,500,000
1,000,000
Average daily volume:
127,217
500,000
0,000
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May 09 Jun 09 Jul 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10

Source: IRESS Market Technology

DexioN LimiteD

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4.3 certainty of cash

The Offer Price of $0.80 cash per Dexion Share offered to Dexion Shareholders provides certainty of value and timing. Specifically, if you accept the Offer and if all the conditions of the Offer are satisfied or waived, as applicable:

The payment you are entitled to receive on acceptance of the Offer will be made to you on or before the earlier of:
1 month after the date of your acceptance, if the Offer is unconditional when you accept the Offer;
1 month after the date on which the Offer (or the contract resulting from your acceptance of the Offer) becomes unconditional if the Offer is subject to a Defeating Condition when you accept the Offer; and
21 days after the end of the Offer Period, provided that the Offer has become unconditional at that time.
You will cease to be exposed to the risks associated with an investment in Dexion, including potential share price volatility due to general share market and current market conditions.

In contrast, if the Offer lapses, the amount which Dexion Shareholders will be able to realise for their Dexion Shares (in terms of price and by way of future dividends), will necessarily be uncertain. In addition, Dexion Shareholders will be subject to the future performance of Dexion’s business.

4.4 dexion share price will likely decline below current levels if the offer lapses

The Dexion Share price was $0.40 on 20 May 2010, being the last trading day before the Announcement Date. If the Offer is not successful and if no superior proposal emerges, the Directors believe that the Dexion Share price is likely to trade below the Offer Price of $0.80 offered by GUD, at least in the short term.

4.5 shareholders who accept the offer will not pay brokerage or stamp duty

If your Dexion Shares are registered in an Issuer Sponsored Holding in your name and you deliver them directly to GUD, you will not incur any brokerage charges or be obliged to pay stamp duty if you accept the Offer. If your Dexion Shares are registered in a CHESS Holding, or if you are a beneficial owner whose Dexion Shares are registered in the name of a broker, bank, custodian or other nominee, you will not be obliged to pay stamp duty by accepting the Offer, but you should ask your Controlling Participant (usually your broker) or that nominee whether it will charge any transactional fees or service charges in connection with acceptance of the Offer. You may incur broker costs and GST on those costs if you choose to sell your Dexion Shares on the ASX.

target‘s statement

reasons Why The direcTors 4 recommend The oFFer continued

4.6 no superior proposal has emerged

Since the Announcement Date and up to the date of this Target’s Statement, the Dexion Board has not been approached by a third party and is not in any discussions with a third party that could lead to a superior proposal to acquire your Dexion Shares. In addition, the Dexion Board is not in a position to provide Dexion Shareholders with information in relation to the probability of a superior proposal emerging.

4.7 risk of being a minority dexion shareholder

If you do not accept the Offer and GUD declares the Offer unconditional and gains effective control of Dexion but does not obtain sufficient acceptances to proceed to compulsory acquisition, you will continue to be a minority shareholder in Dexion. If Dexion remains listed, it is unlikely that the Share price would sustain the current takeover premium and so would likely fall below the Offer Price. In addition, there is a risk that the market for your Dexion Shares would become less liquid, making it more difficult to sell your Shares in the future.

GUD may also seek to remove Dexion from the official list of the ASX if it gains effective control of Dexion but is not entitled to proceed to compulsory acquisition. This would mean that you would hold an illiquid stock in an unlisted company making it very difficult to sell your Shares in the future.

DexioN LimiteD

summary 5 oF The oFFer

5.1 The offer

The following is a summary only of the key features of the Offer. Section 9 of the Bidder’s Statement contains the full terms and conditions of the Offer.

GUD is offering to acquire all Dexion Shares on issue. You may only accept the Offer in respect of all your Dexion Shares.

The Offer Price is $0.80 cash per Share for all of your Dexion Shares. The Offer Price will only become payable if all the Defeating Conditions of the Offer are satisfied or waived.

The Offer is scheduled to close at 7.00pm (Melbourne time) on 4 August 2010 (unless extended or withdrawn by GUD in accordance with the Corporations Act).

Each of the conditions in section 9.7 of the Bidder’s Statement are conditions subsequent and do not prevent a contract to sell Dexion Shares resulting from an acceptance of the Offer. However, if a condition is breached or not fulfilled, all contracts resulting from acceptances will become void.

5.2 conditions of the offer

In summary, the Offer is conditional on satisfaction or waiver by GUD of a number of conditions, including the following conditions:

(1) regulatory approvals

Before the end of the Offer Period, all approvals or consents that are required by law, or by any Public Authority, as are necessary to permit:

(a) the Offer to be lawfully made to and accepted by Dexion Shareholders; and
(b) the transactions contemplated by the Offer to be completed,

are granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or not renew the same.

(2) no regulatory action

Before the end of the Offer Period:

(a) there is not in effect any preliminary or final decision, order or decree issued by any Public Authority;
(b) no action or investigation is announced, commenced or threatened by any Public Authority; and
(c) no application is made to any Public Authority (other than by GUD or any associate of GUD),

in consequence of or in connection with the Offer (other than an application to, or a decision or order of, ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act) which restrains, prohibits or impedes, or threatens to restrain, prohibit or impede, or materially impact upon, the making of the Offers and the completion of any transaction contemplated by the Offer or which requires the divestiture by GUD of any Dexion Shares or any material assets of Dexion or any subsidiary of Dexion post completion.

target‘s statement

summary 5 oF The oFFer continued

(3) minimum acceptance

At the end of the Offer Period, GUD has a relevant interest in at least 90% of the Dexion Shares then on issue.

(4) no material adverse change

No material adverse change occurs, is discovered, announced or disclosed, or otherwise becomes known to GUD (whether or not becoming public).

For the purposes of this condition, material adverse change is defined as:

an event, change, condition, matter or thing occurs;
information is disclosed or announced by Dexion or any of its subsidiaries concerning any event, change, condition, matter or thing; or
information concerning any event, change, condition, matter or thing becomes known to GUD (whether or not becoming public),

which will have, could reasonably be expected to have, or which evidences that there has been a material adverse effect on the business, assets, liabilities, financial position and performance, material contracts (taken as a whole), profitability or prospects of Dexion or any of its material subsidiaries since 31 December 2009.

(5) no persons entitled to exercise or exercising rights under certain agreements or instruments

Dexion states in this Target’s Statement or in an announcement to ASX before the date of this Target’s Statement, expressed to be made with the approval of the directors of Dexion, that, to the best of its knowledge and belief after due enquiry, none of Dexion or any of its subsidiaries is party to, bound by or subject to a material contract under which any other party to such material contract could:

(a) terminate;
(b) vary, amend or modify; or
(c) exercise any right,

as a result of:

(d) GUD making the Offer;
(e) GUD acquiring Dexion Shares under the Offer; or
(f) GUD obtaining a relevant interest in 50% or more of Dexion Shares then on issue,

and the statement is not materially varied, revoked or qualified before the end of the Offer Period. If there is any such contract, details of it must be specified in this Target’s Statement.

DexioN LimiteD

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(6) acquisitions, disposals and joint ventures

Neither Dexion nor any of its subsidiaries, acquires or disposes of, or enters into or announces any agreement for the acquisition or disposal of, any asset or business, or enters into any corporate transaction (including establishment of a partnership or joint venture), which would or would be likely to involve a material change in:

(a) the manner in which Dexion conducts its business;
(b) the nature (including balance sheet classification), extent or value of the assets of Dexion; or
(c) the nature (including balance sheet classification), extent or value of the liabilities of Dexion,

including, without limitation, any transaction which would or (subject to one or more conditions) may involve Dexion or any subsidiary of Dexion disposing, or agreeing to dispose of, one or more companies, businesses or assets (or any interest therein) for an amount in aggregate greater than $500,000.

(7) no litigation on foot or pending

No litigation against Dexion which may reasonably result in either a judgement of $500,000 or more or material damage to the market reputation of Dexion is commenced, is threatened to be commenced, is announced, or is made known to GUD (whether or not becoming public) or Dexion, other than that which is in the public domain as at the Announcement Date.

(8) index out

Before the end of the Offer Period, the S&P ASX 200 Index does not close below 4097 (representing the level which is 10% below the index level at close of trade on the last trading day prior to the Confirmation Date) on any three consecutive trading days.

(9) no prescribed occurrences

Before the date 3 Business Days after the end of the Offer Period, no Prescribed Occurrence happens.

(10) no distributions

Dexion does not announce, make, declare or pay any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie).

(11) no break fees

Dexion does not agree (whether conditionally or unconditionally) to make any payment by way of break fee, inducement fee, cost reimbursement or otherwise, to any person other than GUD, or forgo any amount to which it would otherwise be entitled, in connection with a proposal by that person for:

(a) a takeover bid for, or scheme of arrangement proposed by, Dexion under the Corporations Act;
(b) the acquisition by that person or an associate of substantially all the assets and operations of Dexion; or
(c) any transaction having a similar economic effect.

target‘s statement

summary 5 oF The oFFer continued

5.3 notice of status of conditions

GUD needs to give a Notice of Status of Conditions by no later than seven days prior to the end of the Offer Period. GUD is required to set out in its Notice of Status of Conditions:

whether the Offer is free of any or all of the Defeating Conditions;
whether, so far as GUD knows, any of the Defeating Conditions has been fulfilled; and
GUD’s then current voting power in Dexion.

If the Offer Period is extended before the time by which that notice is to be given, the date that GUD must give its Notice of Status of Conditions will be taken to be postponed for the same period. In the event of such an extension, GUD is required, as soon as reasonably practicable after the extension, to give a notice to the ASX and Dexion that states the new date for giving the Notice of Status of Conditions.

In addition, if a Defeating Condition is fulfilled during the Offer Period but before the date on which the Notice of Status of Conditions is required to be given, GUD must, as soon as practicable, give the ASX and Dexion a notice that states that the particular Defeating Condition has been fulfilled.

5.4 extension of offer period

GUD may extend the Offer Period at any time before giving the Notice of Status of Conditions while the Offer remains subject to Defeating Conditions. However, if the Offer is unconditional (that is, all the Defeating Conditions are satisfied or waived), GUD may extend the Offer Period at any time before the end of the Offer Period.

The Offer Period will be automatically extended by 14 days if, within the last 7 days of the Offer Period:

the Offer is varied to improve the consideration offered; or
GUD’s voting power in Dexion increases to more than 50%.

5.5 Lapse of offer

The Offer will lapse if the Defeating Conditions are not satisfied or waived by the end of the Offer Period. If the Offer lapses, all contracts resulting from acceptance of the Offer and all acceptances which have not yet resulted in binding contracts will become void.

5.6 Withdrawal of offer

GUD may only withdraw the Offer for your Dexion Shares with the written consent of ASIC and subject to any conditions specified in such ASIC consent.

5.7 how to accept the offer

If you wish to accept the Offer, you should follow the instructions on the Acceptance Form enclosed with the Bidder’s Statement and in section 9.3 of the Bidder’s Statement.

DexioN LimiteD

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5.8 effect of acceptance and rights of Withdrawal

If you accept the Offer, you will only have a limited right to withdraw your acceptance. You will only be entitled to withdraw your acceptance of the Offer if:

(1) GUD varies the Offer in a way that postpones, for more than 1 month, the time when GUD must meet its obligations under the Offer; and
(2) the Offer is still subject to Defeating Conditions.

This will occur if GUD extends the Offer Period by more than 1 month and the Offer remains subject to a Defeating Condition at the time of the extension.

The effect of acceptance of the Offer is set out in section 9.5 of the Bidder’s Statement. You should read this section carefully and in full.

5.9 Timing of payment if offer accepted

If you accept the Offer (and return any documents required with your acceptance) and all the Defeating Conditions are satisfied or waived, a cheque will be mailed to you by the earlier of:

1 month after the date of your acceptance, if the Offer is unconditional when you accept the Offer;
1 month after the date on which the Offer (or the contract resulting from your acceptance of the Offer) becomes unconditional if the Offer is subject to a Defeating Condition when you accept the Offer; and
21 days after the end of the Offer Period, provided that the Offer has become unconditional at that time.

5.10 compulsory acquisition

GUD has indicated in its Bidder’s Statement that it intends to proceed to compulsorily acquire outstanding Dexion Shares under Part 6A.1 of the Corporations Act, if it becomes entitled to do so.

GUD will be able to compulsorily acquire any outstanding Dexion Shares for which it has not received acceptances on the same terms as the Offer described in Section 5.2 of this Target’s Statement and section 9.7 of the Bidder’s Statement, if during or at the end of the Offer Period GUD has a relevant interest in at least 90% (by number) of Dexion Shares and has acquired at least 75% of the Dexion Shares for which it has made an Offer.

If this threshold is satisfied, GUD will have 1 month from the end of the Offer Period within which to give compulsory acquisition notices to Shareholders who have not accepted the Offer.

Shareholders may challenge any compulsory acquisition, but this would require the challenging Shareholders to establish to the satisfaction of the Court that the terms of the Offer do not represent fair value for the Dexion Shares. If Dexion Shares are compulsorily acquired, Shareholders are not likely to receive payment until at least 1 month after the compulsory acquisition notices are sent.

target‘s statement

summary 5 oF The oFFer continued

5.11 dexion options

Dexion has on issue 1,108,519 Dexion Options as at the date of this Target’s Statement.

The Dexion Options are over unissued Dexion Shares under the Dexion Executive Performance Award Plan. The Dexion Options are not quoted on ASX.

The Dexion Options on issue as at the date of this Target’s Statement are exercisable at $1.61 each and expire on 31 March 2011.

The Dexion Options are subject to certain performance hurdles in order for any to vest. Dexion must achieve a cumulative annual growth of Normalised Earnings Per Share (EPS) of at least 5% per annum over the performance period in order for any Dexion Options to vest. At an EPS growth rate of 8% per annum, half of the allocation will vest. A pro-rata increase in the proportion of Dexion Options vesting will occur as the cumulative EPS growth rate increases. The full allocation of Dexion Options will vest if EPS growth reaches 12% per annum over the performance period.

Under the Dexion Executive Performance Award Plan, the Dexion Board may permit Dexion Options to be exercised upon the Offer being made, irrespective of whether the performance hurdles have been satisfied. The Dexion Board intends to exercise its discretion to bring forward the first exercise date and waive all performance criteria in respect of the Dexion Options on issue at the date of this Target’s Statement subject to GUD declaring its Offer free from all Defeating Conditions.

GUD has stated in section 4.1 of the Bidder’s Statement that it has not decided whether to make an offer for the Dexion Options. However, GUD has stated that it intends to compulsorily acquire the Dexion Options if it becomes entitled to do so.

5.12 dexion performance rights

Dexion has on issue 353,900 Dexion Performance Rights as at the date of this Target’s Statement.

The Dexion Performance Rights are over unissued Dexion Shares under the Dexion Executive Performance Award Plan. The Dexion Performance Rights have no exercise price, 26,300 are vested but not exercised, the remainder vest on 31 March 2011 and have the same long term performance hurdles as those set out in Section 5.11 in relation to Dexion Options. The Dexion Performance Rights are not quoted on ASX.

Under the Dexion Executive Performance Award Plan, the Dexion Board may permit Dexion Performance Rights to be exercised upon the Offer being made, irrespective of whether the performance hurdles have been satisfied. The Dexion Board intends to exercise its discretion to accelerate the vesting date and to waive the performance criteria in respect of the Dexion Performance Rights on issue as at the date of this Target’s Statement subject to GUD declaring its Offer free from all Defeating Conditions.

GUD has stated in section 4.1 of the Bidder’s Statement that it has not decided whether to make an offer for the Dexion Performance Rights. However, GUD has stated that it intends to compulsorily acquire the Dexion Performance Rights if it becomes entitled to do so.

DexioN LimiteD

oTher imporTanT consideraTions For 6 deXion sharehoLders

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In making a decision whether to accept the Offer, the Directors believe that Dexion Shareholders should also consider carefully and have regard to the following matters:

6.1 superior offer

If you accept the Offer, you only have a limited right to withdraw your acceptance, which could result in you forfeiting the opportunity to benefit from any higher offer made by another bidder for your Dexion Shares, should such an offer eventuate. You may only withdraw your acceptance of the Offer if GUD varies its Offer in a way that postpones, for more than 1 month, the time when GUD must meet its obligations under the Offer and the Offer remains subject to a Defeating Condition.

There is no certainty that another takeover offer will be made or announced for Dexion Shares. Should another takeover offer be announced during the Offer Period, Dexion will issue a supplementary Target’s Statement to Shareholders.

6.2 Trading

Shareholders who accept the Offer (even while the Offer is subject to Defeating Conditions) will give up certain rights to sell or otherwise deal with their Dexion Shares.

6.3 The offer is conditional

The Offer and any contracts resulting from acceptance of the Offer are subject to the fulfilment (or in certain circumstances, the waiver) of a number of Defeating Conditions (refer to section 9.7 of the Bidder’s Statement and to a summary of those conditions in Section 5.2 of this Target’s Statement). Shareholders should note that the Offer is subject to a minimum acceptance condition that GUD acquire relevant interests in at least 90% of the Dexion Shares at the end of the Offer Period. In relation to this Defeating Condition, Shareholders should be aware that each Director intends to accept or procure the acceptance of the Offer in respect of the Dexion Shares they or their Associates own or control, in the absence of a superior proposal. The Dexion Directors recommend that Shareholders accepT the Offer in the absence of a superior proposal.

The Offer is subject to other Defeating Conditions including that all approvals or consents that are required by law, or by any Governmental Agency, as are necessary to permit the Offer to be lawfully made and accepted by the Shareholders and for the acquisition of the shares by GUD to be completed, are obtained.

At the date of this Target’s Statement, the Directors are not aware of any matter that would result in a breach of the conditions of the Offer, or lead to the non-fulfilment of them. The Directors are not in a position to state whether Defeating Conditions outside their control will be satisfied.

Shareholders should note that despite any Defeating Conditions to the Offer not being satisfied, the Offer may be freed from any one or more of the Defeating Conditions by GUD. In these circumstances, GUD would be entitled to proceed with its Offer.

target‘s statement

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oTher imporTanT consideraTions For 6 deXion sharehoLders continued

6.4 Transaction costs

The Offer has resulted in Dexion incurring significant expenses that would not otherwise arise from carrying on business in the normal course. Expenses include fees payable to legal and financial advisers engaged to assist in this transaction and other transaction related expenses which will have a negative impact on the after tax earnings in the current financial year.

6.5 Break Fee

Dexion will be liable to pay a break fee of $840,000 to GUD, if at any time following the execution of the Implementation Agreement and prior to the earlier to occur of the end of the Offer Period and the termination of the Implementation Agreement by Dexion as a result of a material breach of the Implementation Agreement by GUD:

(1) a Competing Proposal by a party other than GUD or a Related Body Corporate of GUD which Dexion has procured, assisted or is a partner to is announced or is open for acceptance before the end of the Offer Period and the person or persons who made the Competing Proposal:
(a) directly or indirectly acquires a legal or beneficial interest in, or control of, 10% or more of Dexion’s share capital or of the share capital of any of its subsidiaries;
(b) acquires control of, or management rights over, Dexion, within the meaning of section 50AA of the Corporations Act, or a material part of Dexion’s business or a right to participate in the profits of Dexion or any of its business; or
(c) otherwise acquires or merges (including by a reverse takeover bid or dual listed structure) with Dexion,

on or before the date 12 months after the Announcement Date; or

(2) any Director fails to recommend that Shareholders accept the Offer in the absence of a superior proposal or, having made such a recommendation, makes a public statement which withdraws, revises, or qualifies that recommendation (other than in circumstances where Dexion is entitled to terminate the Implementation Agreement for material breach of the Implementation Agreement by GUD); or
(3) any Director recommends that Shareholders accept or support a Competing Proposal (other than in circumstances where Dexion is entitled to terminate the Implementation Agreement for material breach of the Implementation Agreement by GUD); or
(4) GUD terminates the Implementation Agreement for material breach of the Implementation Agreement by Dexion.

6.6 minority shareholder

The Offer is subject to a 90% minimum acceptance condition. GUD has reserved its right to waive the 90% minimum acceptance condition (or any other condition) of the Offer. If GUD waives this condition, acquires a relevant interest in at least 50.1% of Dexion Shares and declares its Offer free from all other Defeating Conditions, then GUD will be the majority shareholder of Dexion, and Dexion will become a controlled entity of GUD. Shareholders who do not accept the Offer may remain collectively as minority Shareholders in Dexion.

DexioN LimiteD

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In these circumstances there may be various implications, including the result that GUD will have the power to control the composition of the Board and the strategic direction of Dexion, as it will be in a position to cast the majority of votes at a general meeting of Dexion.

If GUD becomes a majority Shareholder of Dexion, then GUD may seek to remove Dexion from the official list of ASX. If Dexion is removed from the official list of ASX, it will mean that you can no longer trade your shares on ASX.

If GUD acquires 75% or more of the Dexion Shares, GUD will be in a position to pass a special resolution of Dexion Shareholders which would enable GUD to, among other things, alter the constitution of Dexion.

6.7 Taxation

The summary of the taxation consequences of accepting the Offer are set out in section 7 of the Bidder’s Statement. As it is a broad outline only, you should not rely on that outline as advice on your own affairs. It does not deal with the position of certain Dexion Shareholders.

Dexion Shareholders could incur a liability for taxation, depending on their individual circumstances, as a result of accepting the Offer. The extent of that liability will depend on each Dexion Shareholder’s individual circumstances. Dexion Shareholders are encouraged to seek professional advice on their specific circumstances if they are concerned about the tax implications of the Offer.

6.8 dexion share price

Over the three month period prior to 20 May 2010 (the last full day of trading before the Announcement Date), the highest recorded sale price of Dexion Shares on the ASX was $0.50 and the lowest recorded sale price was $0.40. The last recorded sale price of Dexion Shares on ASX was $0.755, the day before this Target’s Statement was lodged with ASIC.

The future performance of Dexion Shares will be affected by the risk factors described in Section 6.9 of this Target’s Statement.

6.9 General risk factors if you do not accept the offer

General investment risks

There are general risks associated with any investment and the share market. The price of Dexion Shares may rise or fall depending upon a range of factors beyond Dexion’s control and which are unrelated to Dexion’s financial performance. Movement on international stock markets, interest rates and exchange rates, together with domestic and international economic conditions, inflation rates, commodity supply and demand, government taxation and royalties, legislation and other policy changes may affect the share market generally and the market for Dexion Shares in particular.

target‘s statement

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oTher imporTanT consideraTions For 6 deXion sharehoLders continued

debt refinancing risks

Dexion is exposed to risks related to the refinancing of its bank debt facilities. A deterioration in the earnings performance of Dexion could impact its ability to refinance its debt position on suitable terms when the debt facilities mature. The state of credit markets and equity markets at maturity will also influence the ability to secure funding on favourable terms.

competition

To date, Dexion has demonstrated that it can compete effectively in the industrial and commercial storage markets. However, there can be no assurances that the competitive environment in these markets will not change adversely due to actions of competitors, changes in customer preferences or rationalisation in the industry. Dexion’s financial performance could be adversely affected if the actions of competitors or potential competitors become more effective, or if new competitors enter the market and Dexion is unable to counter these actions.

Loss of Key customers

Dexion’s financial performance could be adversely affected by the loss of a large customer, a change in the terms of business with a large customer, or by customer delays.

counterparty (client) payment risk

In the ordinary course of business, Dexion extends credit terms and relies on its clients for payments. Should a client enter financial distress, Dexion may not be paid for goods delivered or work completed. Dexion establishes provisions for bad debts which are regularly reviewed. If these provisions are inadequate there may be an adverse impact on Dexion’s financial performance and position.

project sales revenue

Dexion has a material component of its business which relates to project based work for clients. Thus, a significant proportion of Dexion’s revenue and earnings are sourced from specific projects. Specific projects may not be repeated nor offer any recurring revenue following the end of the project’s finite life. The number of projects awarded to Dexion may also vary in quantum and value from year to year. Dexion’s operating and financial performance is partly dependent on sufficient projects being awarded which is in turn dictated by a range of factors that may fluctuate between periods.

asset impairment risk

Under A-IFRS accounting standards, intangible assets that have an indefinite useful life, including goodwill, are not subject to amortisation and are reviewed annually for impairment. Individual assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Changes to the carrying amounts of intangible assets of Dexion could have an adverse impact on the reported financial performance of Dexion.

DexioN LimiteD

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reliance on key personnel

Dexion endeavours to provide an attractive employment environment, conditions and prospects to assist in retaining key personnel and attracting quality new personnel. Dexion is also continually developing succession plans for key personnel. The loss of key personnel or the inability to recruit and retain high calibre staff may adversely affect Dexion’s growth prospects and financial performance.

disruption of business operations

As a manufacturer and distributor, Dexion is exposed to a range of operational risks relating to both current and future operations. Such operational risks include equipment failures, IT system failures, external services failure (including energy supply), industrial action or disputes and natural disasters. If one or more of such operational risks materialise, they may have an adverse impact on the operating and financial performance of Dexion.

contracting risk

Dexion’s work includes construction and installation contracts including fixed-price contracts. There is a potential risk of cost blow-outs, scoping increases and unexpected events.

changes in laws and government policy

Changes in laws, regulations and Government policy may affect Dexion and the attractiveness of an investment in Dexion.

Government action

The impact of actions by Government may affect Dexion’s activities including such matters as infrastructure, compliance with environmental regulations, taxation and royalties.

Taxation

Changes in relevant taxation rates, depreciation rates or investment allowances by Federal or State Governments could have a material impact on Dexion’s operations and profitability.

target‘s statement

inFormaTion 7 aBouT deXion

7.1 overview

Dexion is the leading provider of industrial and commercial storage systems in Australia and New Zealand, with growing businesses in the Asia region. Dexion operates under the following three primary divisions: Industrial, Commercial and Asia.

Dexion has approximately 750 employees and operations throughout the Asia Pacific region and the Middle East, with manufacturing facilities in Australia, China, Malaysia and New Zealand.

7.2 dexion’s Businesses

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

industrial commercial asia
division division division
----- End of picture text -----

DexioN LimiteD

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division	core business function products and service
industrial Australia and New Zealand	integrated systems This business provides automated solutions for distribution management and materials handling applications. It also provides turnkey integration services from the design of solutions through to the commissioning, training, ongoing servicing and support.
	industrial storage Industrial Storage solves storage problems and optimises the utilisation of available space by designing and confguring a customised solution from a wide range of standard proprietary products. This is achieved through Dexion’s extensive direct sales and franchise network. Production facilities in Sydney and Auckland.
	consultancy (darroch consulting) This business provides supply chain consultancy services in relation to the effcient design of facilities, processes and systems for the distribution of products through the entire supply chain to the end customer.
commercial Australia and New Zealand	precision new Zealand Precision is the leading provider of offce storage and furniture, particularly in the government sector. Production facilities in Wellington.
	dexion offce australia This business provides storage and fling solutions for offces, galleries, archives and other commercial work spaces. Manufactures and distributes the market leading Compactus®brand of mobile storage.
	elite Built australia This business manufactures and distributues a wide range of offce storage products including tabmours, mobile storage and fling cabinets. Production facilities in Melbourne.
asia	industrial storage and commercial storage This business provides industrial and commercial storage systems throughout Asia and the Middle East directly and through a well-established distributor network. Dexion has production facilities for industrial and commercial storage in Kuala Lumpur, Malaysia and Shanghai, China.

target‘s statement

inFormaTion 7 aBouT deXion continued

7.3 directors of dexion

mr robert Wright

Chairman

Mr Wright holds a Bachelor of Commerce Degree from the University of Canterbury and is a FCPA. Mr Wright has over 30 years financial management experience, having held a number of Chief Financial Officer positions, including Finance Director of David Jones Limited. Mr Wright is currently a Director of Australian Pipeline Limited, and is the Chairman of SAI Global Limited, Super Cheap Auto Group Limited, and RCL Group Limited.

mr peter Farmakis

Managing Director

Mr Farmakis holds a Bachelor of Science Degree from the University of Wollongong and a Graduate Diploma in Marketing from University of Technology, Sydney. Mr Farmakis joined Dexion in 2007 as Managing Director, having previously worked in a variety of senior management positions. After working for Dulux, Bayer and Ciba-Geigy in Australia, he spent 2 years in Switzerland with Ciba SC in strategic planning. He spent 8 years in the USA in various leadership roles with Ciba Specialty Chemicals, Vantico and Huntsman Corporation. Immediately prior to joining Dexion he was General Manager of Distribution at Smorgon Steel Pty Ltd.

mr Trefor clayton

Finance Director and Company Secretary

Mr Clayton holds a BA (Hons) Business Studies from Manchester Metropolitan University, Business School and is a FCPA. Mr Clayton joined the Dexion Group in 2000 as Finance Director having previously worked in corporate banking and finance. He spent 12 years with Banque Nationale de Paris prior to joining Burns Philp & Co for 7 years where he worked as Group Treasurer and also as General Manager Finance for the Shipping Division. Mr Clayton is the Chairman of Belvoir Street Theatre Limited.

mr Graham spurling

Independent Non-Executive Director

Mr Spurling’s previous executive appointments include Managing Director with Mitsubishi Motors Australia, President and CEO of GNB Technologies (USA), and Non Executive directorships with various public and private companies. Mr Spurling is currently Chairman of Phoenix Copper Ltd and is Chair, Finance Council Catholic Archdiocese of Adelaide.

mr Ken Boundy

Independent Non-Executive Director

Mr Boundy is a company director, strategy consultant and businessman with particular interests in international marketing. Previous executive appointments include Managing Director of Tourism Australia from 2001 to 2005, following 15 years in leadership roles in the private sector. Mr Boundy is currently Chairman of Regnan Governance Research and Engagement, Chairman of Acelero, and a nonExecutive Director of Horticulture Australia and Hudson Resources.

DexioN LimiteD

inTeresTs 8 oF The direcTors

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8.1 directors’ relevant interests

At the date of this Target’s Statement, the Directors (and their respective Associates) have relevant interests in Dexion Shares, Dexion Options and Dexion Performance Rights as set out below.

	dexion	dexion	dexion
director	shares	options	performance rights
Robert Wright	450,000	–	–
Peter Farmakis	75,000	606,000	73,500
Trefor Clayton	1,633,720	236,000	28,000
Ken Boundy	373,448	–	–
Graham Spurling	147,096	–	–

Each of the Directors who hold a relevant interest in Dexion Shares intends to accept or procure the acceptance of the Offer in respect of all of the Dexion Shares that they or their Associates own or control in the absence of a superior proposal.

8.2 directors who did not approve this Target’s statement

No Director voted against the relevant resolution authorising the lodgement of this Target’s Statement.

8.3 directors’ relevant interests in Gud

At the date of this Target’s Statement, no Director has a relevant interest in any securities of GUD.

8.4 directors’ dealings in dexion shares

No Director has provided or agreed to provide, or received or agreed to receive, consideration for any Dexion Shares under a sale, purchase or agreement for sale or purchase of such shares or options in the period of 4 months ending on the date immediately preceding the date of this Target’s Statement.

8.5 directors’ dealings in Gud securities

No Director has provided or agreed to provide, or received or agreed to receive, consideration for any marketable securities in GUD under a sale, purchase or agreement for sale or purchase of such securities in the period of 4 months ending on the date immediately preceding the date of this Target’s Statement.

target‘s statement

inTeresTs 8 oF The direcTors continued

8.6 conditional agreements

There is no agreement made or arrangement between any Director and any other persons in connection with or conditional upon the outcome of the Offer other than in their capacity as a holder of Dexion Shares.

8.7 interests of directors in any contract with Gud or its related bodies corporate

No Director has an interest in any contract entered into by them with GUD or any of its Related Bodies Corporate.

8.8 Benefits to directors of dexion

No Director is entitled to receive any benefit in connection with his retirement as a Director of Dexion or a member of the Dexion Group and no Director or his spouse, relatives or associates of such a person is entitled to receive any benefits in connection with the Offer, the transfer of the whole or any part of the undertaking or property of Dexion, a change or likely change in the control of any member of the Dexion Group, or a change or likely change in the composition of the Board.

8.9 Gud’s dealings in dexion shares

To the knowledge of both Dexion and the Directors there were no acquisitions or disposals of any Dexion Shares by GUD or any of its Associates in the 4 months ending on the day immediately before the day on which the Bidder’s Statement was served on Dexion.

8.10 dexion’s dealings in Gud shares

To the knowledge of both Dexion and the Directors, there were no acquisitions or disposals of any securities in GUD by Dexion or any Director in the 4 months ending on the day immediately before the day on which the Bidder’s Statement was served on Dexion.

DexioN LimiteD

addiTionaL 9 inFormaTion

9.1 issued capital

As at the date of this Target’s Statement, the issued capital of Dexion consisted of:

104,799,366 Dexion Shares;
1,108,519 Dexion Options; and
353,900 Dexion Performance Rights.

9.2 implementation agreement

Dexion entered into the Implementation Agreement with GUD on 21 May 2010. A summary of the terms of the Implementation Agreement is set out in section 8.4 of the Bidder’s Statement.

9.3 impact of offer on material contracts

It is a condition of the Offer that Dexion states in its Target’s Statement that to the best of its knowledge and belief and after due enquiry, none of Dexion or any of its subsidiaries is a party to, bound by or subject to a material contract under which any other party to such material contract could:

(1) terminate;
(2) vary, amend or modify; or
(3) exercise any right,

as a result of:

(4) GUD making the Offer;
(5) GUD acquiring Dexion Shares under the Offer; or
(6) GUD obtaining a relevant interest in 50% or more of Dexion Shares then on issue,

and that if there is such a contract, details of it must be specified in the Target’s Statement.

The facility agreement with Dexion’s financiers, Australia and New Zealand Banking Group Limited, ANZ National Bank Limited, National Australia Bank Limited and Bank of New Zealand ( Financiers ) contains a change in control provision to the effect that where a person who was not in control of Dexion at the date of the facility agreement acquires control of Dexion after that date, Dexion must give notice to the Financiers promptly on the occurrence of the change in control event. Following the occurrence of the change in control event, any of the Financiers may by written notice to Dexion state that they wish to, on the expiry of 120 days (or such longer period specified by the Financier in the notice), cancel one or more of the facilities provided by that Financier, and Dexion must immediately pay to the Financier all money and amounts payable in respect of the cancelled facility.

Dexion is also a party to a software services agreement which contains an assignment provision which could be interpreted as a change in control provision. The software services provider has confirmed that if there is a change in control as a result of the Offer, the assignment provision of the software services agreement will not be triggered.

target‘s statement

addiTionaL 9 inFormaTion continued

Other than those material contracts detailed above, to the best of the knowledge and belief of the Directors after making due enquiry, none of Dexion or any of its subsidiaries is a party to, bound by or subject to a material contract under which any other party to such material contract could terminate, vary, amend or modify, or exercise any right, as a result of GUD making the Offer, GUD acquiring Dexion Shares under the Offer, or GUD obtaining a relevant interest in 50% or more of Dexion Shares then on issue.

9.4 executive incentives

No incentives to executives of Dexion will be paid in connection with this Offer.

9.5 consents

Norton Rose Australia has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as legal adviser to Dexion.

Wilson HTM Corporate Finance has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as financial adviser to Dexion.

KPMG has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as auditor to Dexion.

Link Market Services Limited has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as Dexion’s share registry.

Each party named above as having given its consent to the inclusion of a statement or being named in this Target’s Statement:

does not make or purport to make any statement that is included in this Target’s Statement and there is no statement in this Target’s Statement which is based on any statement of that party, other than, in the case of a person referred to above as having given their consent to the inclusion of a statement, that statement; and
to the maximum extent permitted by law, specifically disclaims responsibility for any statement included in this Target’s Statement other than references to its name and, in the case of a person referred to above as having given their consent to the inclusion of a statement, that statement.

As permitted by ASIC Class Order 01/1543, this Target’s Statement may contain statements which are made, or based on statements made, in documents lodged with ASIC or ASX in compliance with the ASX Listing Rules. Under this Class Order, the consent of persons such statements are attributed to is not required for the inclusion of such statements in this Target’s Statement.

Any Dexion Shareholders who would like to receive a copy of any of the documents (or parts of the documents) that contain the statements which have been included in reliance pursuant to Class Order 01/1543 may obtain a copy free of charge during the Offer Period. A copy may be obtained by writing to the Company Secretary, Dexion.

DexioN LimiteD

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9.6 dexion announcements

The following announcements have been made by Dexion to the ASX concerning GUD since the release of Dexion’s 2009 Annual Report on 18 March 2010:

date	announcement
05/07/2010	Initial substantial shareholder notice from GUD
02/07/2010	GUD: Dispatch of Bidder’s Statement to DEX shareholders
25/06/2010	GUD: Notice under s.633(2) – Register Date
25/06/2010	GUD: Bidder’s Statement for DEX
22/06/2010	Change in substantial holding for DEX
21/06/2010	GUD: Record Date GUD Share Purchase Plan
21/06/2010	Dexion recommends takeover offer from GUD
21/06/2010	GUD: Investor Presentation – DEX Offer, Placement and SPP
21/06/2010	GUD: Offer for DEX, Placement and SPP
18/06/2010	Update regarding G.U.D. Holdings Limited’s proposed Offer to acquire Dexion Limited
21/05/2010	GUD: Investor Presentation – Proposal to acquire DEX
21/05/2010	GUD: Proposes Offer to Acquire Dexion Limited
21/05/2010	Intention to Make Takeover Bid from GUD
22/04/2010	Results of Meeting
22/04/2010	AGM Media Release
22/04/2010	Address byChairman and ManagingDirector

9.7 no other material information

This Target’s Statement is required to contain all the information that Dexion Shareholders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Offer, but:

only to the extent to which it is reasonable for investors and their professional advisers to expect to find this information in this Target’s Statement; and
only if the information is known to any of the Directors.

The Directors are of the opinion that the information that Shareholders and their professional advisers would reasonably require to make an informed assessment of whether to accept the Offer is:

the information contained in the Bidder’s Statement; and
the information contained in this Target’s Statement.

9.8 date

This Target’s Statement is dated 5 July 2010 which is the date on which it was lodged with ASIC.

9.9 authorisation

This Target’s Statement has been approved by a resolution passed by the Directors of Dexion. No Director of Dexion voted against the resolution authorising this Target’s Statement.

target‘s statement

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deFiniTions 10 and inTerpreTaTion

10.1 definitions

In this Target’s Statement:

announcement date means 21 May 2010, being the date that GUD and Dexion announced that they had entered into the Implementation Agreement.

asic means Australian Securities and Investments Commission.

associate has the meaning set out in the Corporations Act.

asX means ASX Limited ACN 008 624 691, or the financial market operated by it (as relevant).

Bidder’s statement means the bidder’s statement (including the Offer) dated 25 June 2010, issued by GUD in respect of the off-market bid by GUD to acquire all the Dexion Shares on issue.

Board means the board of Directors of Dexion.

Business day means a day on which banks are open for business in Melbourne, excluding a Saturday, Sunday or public holiday.

court has the same meaning as in the Corporations Act.

competing proposal means any proposal or transaction which Dexion has procured, assisted or is party to, which, if completed, would mean a person or persons (other than GUD) acting in concert or as a part of the same transaction or series of transactions would:

(1) directly or indirectly acquire a legal or beneficial interest in, or control of, 10% or more of Dexion’s share capital or of the share capital of any of its subsidiaries;
(2) acquire control of, or management rights over, Dexion, within the meaning of section 50AA of the Corporations Act, or a material part of Dexion’s business or a right to participate in the profits of Dexion or any of its business; or
(3) otherwise acquire or merge (including by a reverse takeover bid or dual listed structure) with Dexion.

confirmation date means the date that GUD announced that it intended to proceed with the Offer, being 21 June 2010.

controlling participant has the same meaning as in the ASTC Settlement Rules.

corporations act means the Corporations Act 2001 (Cth).

defeating condition means a condition of the Offer set out in section 9.7 of the Bidder’s Statement which, if not satisfied or waived, entitles GUD to rescind the Offer.

dexion means Dexion Limited ACN 105 330 041.

dexion Group means Dexion and its Related Bodies Corporate.

dexion options means rights granted to participants to subscribe for Dexion Shares.

DexioN LimiteD

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dexion performance rights means rights granted to certain employees to subscribe for Dexion Shares.

dexion shares and shares means shares in the capital of Dexion as the context may require.

dexion shareholder information Line means 1800 209 118.

directors means all of the Dexion directors.

Gud means G.U.D. Holdings Limited ACN 004 400 891.

Gud Group means GUD and its Related Bodies Corporate.

implementation agreement means the Takeover Bid Implementation Agreement dated 21 May 2010 entered into between Dexion and GUD.

material adverse change has the same meaning as in section 9.7(d) of the Bidder’s Statement.

notice of status of conditions means the notice of status of conditions which GUD is required to give not less than 7 days before the end of the Offer Period under section 630 of the Corporations Act.

offer means the offer by GUD to acquire all the Dexion Shares under the terms and conditions contained in section 9.7 of the Bidder’s Statement and includes a reference to the Offer as varied in accordance with the Corporations Act.

offer period has the same meaning as in the Bidder’s Statement.

offer price means $0.80 per Dexion Share.

prescribed occurrence has the same meaning as in section 9.7(i) of the Bidder’s Statement.

public authority means any government or any governmental, semi-governmental, statutory or judicial entity, agency or authority, whether in Australia or elsewhere, including (without limitation) any self-regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions, and ASX or any other stock exchange.

register date means the date set by GUD under section 633(2) of the Corporations Act, being 7.00pm (Melbourne time) on Friday, 25 June 2010.

related Body corporate has the meaning given in section 50 of the Corporations Act.

shareholder and dexion shareholder means a registered holder of a Dexion Share.

Target’s statement means this document, being the target’s statement in response to the Offers given by GUD under Part 6.5 Division 3 of the Corporations Act.

target‘s statement

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deFiniTions 10 and inTerpreTaTion continued

10.2 interpretation

In this Target’s Statement, unless the context requires otherwise:

(1) Reference to:
(a) one gender includes the others;
(b) the singular includes the plural and the plural includes the singular;
(c) a person includes a body corporate;
(d) a party includes the party’s executors, administrators, successors and permitted assigns;
(e) words and phrases have the same meaning (if any) given to them in the Corporations Act;
(f) a statute, regulation, code or other law or a provision of any of them includes:
- (i) any amendment or replacement of it; and
- (ii) another regulation or other statutory instrument made under it, or made under it as amended or replaced; and
(g) dollars is to Australian dollars, unless otherwise stated.
(2) “Including” and similar expressions are not words of limitation.
(3) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

Signed for and on behalf of Dexion Limited:

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robert Wright Chairman

5 July 2010

DexioN LimiteD

corporaTe direcTory

registered office

Financial adviser

Wilson hTm corporate Finance Ltd Level 26, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

dexion Limited

23 Tattersall Road Kings Park NSW 2148 +61 2 9830 5000 www.dexion.com.au

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Legal adviser

directors

robert Wright Non-Executive Chairman

peter Farmakis Managing Director

Trefor clayton Finance Director

Ken Boundy Non-Executive Director

Graham spurling Non-Executive Director

company secretary

norton rose australia Grosvenor Place Level 18, 225 George Street Sydney NSW 2000 Australia

auditor

KpmG 10 Shelley Street Sydney NSW 2000

share registry

Link market services Limited Level 12, 680 George Street Sydney NSW 2000 Australia

Trefor clayton

DesigneD anD proDuceD by Fcr

==> picture [596 x 143] intentionally omitted <==

www.dexion.com.au

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AI assistant

AMOTIV LIMITED — M&A Activity 2010

64396_rns_2010-07-04_4b2f9bfd-723c-4bf8-8b9b-0b7020250403.pdf

5 July 2010

LODGEMENT OF TARGET'S STATEMENT

TarGeT’s sTaTemenT

This is an imporTanT documenT and requires your immediaTe aTTenTion.

imporTanT noTices

nature of this document

asic disclaimer

asX disclaimer

rounding

defined terms

no account of personal circumstances

references to time and currency

shareholder enquires

disclaimer regarding Forward-Looking statements

privacy statements

Key daTes

contents

chairman’s LeTTer

dear shareholder,

your directors unanimously recommend that you accepT the offer in the absence of a superior proposal.

Why you shouLd accepT The oFFer

direcTors’ recommendaTion 1 and inTenTions

1.1 directors of dexion

name position

1.2 directors’ recommendation

1.3 intentions of your directors in relation to the offer

your choices 2 as a deXion sharehoLder

2.1 accept Gud’s offer

This is the approach recommended by your directors and is the choice they intend to make in respect of their own shares, subject to there being no superior proposal.

2.2 Take no action

2.3 sell your dexion shares on market

3 quesTions & ansWers

What should i do?

quesTions & ansWers continued

When do i have to decide?

What are the conditions of the offer?

reasons Why The direcTors 4 recommend The oFFer

4.1 The offer price represents a substantial premium to recent trading prices of dexion shares

4.2 dexion shares have low liquidity

4.3 certainty of cash

4.4 dexion share price will likely decline below current levels if the offer lapses

4.5 shareholders who accept the offer will not pay brokerage or stamp duty

reasons Why The direcTors 4 recommend The oFFer continued

4.6 no superior proposal has emerged

4.7 risk of being a minority dexion shareholder

summary 5 oF The oFFer

5.1 The offer

5.2 conditions of the offer

(1) regulatory approvals

(2) no regulatory action

summary 5 oF The oFFer continued

(3) minimum acceptance

(4) no material adverse change

(5) no persons entitled to exercise or exercising rights under certain agreements or instruments

(6) acquisitions, disposals and joint ventures

(7) no litigation on foot or pending

(8) index out

(9) no prescribed occurrences

(10) no distributions

(11) no break fees

summary 5 oF The oFFer continued

5.3 notice of status of conditions

5.4 extension of offer period

5.5 Lapse of offer

5.6 Withdrawal of offer

5.7 how to accept the offer

5.8 effect of acceptance and rights of Withdrawal

5.9 Timing of payment if offer accepted

5.10 compulsory acquisition

summary 5 oF The oFFer continued

5.11 dexion options

5.12 dexion performance rights

oTher imporTanT consideraTions For 6 deXion sharehoLders

6.1 superior offer

6.2 Trading

6.3 The offer is conditional

oTher imporTanT consideraTions For 6 deXion sharehoLders continued

AMOTIV LIMITED M&A Activity 2010