AMOTIV LIMITED — M&A Activity 2010

Jun 20, 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

==> picture [207 x 52] intentionally omitted <==

21 June 2010

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

DEXION RECOMMENDS TAKEOVER FROM GUD HOLDINGS

Dexion Limited (ASX:DEX) ( Dexion ) announced today that G.U.D. Holdings Limited (ASX:GUD) ( GUD ) has confirmed that it intends to make an off-market takeover bid to acquire all the issued shares of Dexion for $0.80 cash per share ( Offer ).

On 21 May 2010, Dexion and GUD announced the execution of a Takeover Bid Implementation Agreement ( Agreement ) under which, subject to the satisfactory completion of confirmatory due diligence, GUD would make the Offer. GUD has completed its due diligence investigations, including making site visits to Dexion facilities, and accessing Dexion’s management in China, Malaysia, New Zealand and Australia.

The Board of Dexion unanimously recommends that Dexion shareholders accept the Offer, in the absence of a superior proposal. Each of the directors of Dexion intends to accept or procure the acceptance of the Offer in respect of the Dexion shares held by them or in which they otherwise have a relevant interest, in the absence of a superior proposal.

The Offer is subject to a number of conditions, including a minimum acceptance condition of 90%. These conditions are set out in full in Appendix A. Appendix B sets out a summary of the exclusivity arrangements and Annexure C sets out a summary of the break fee arrangements contained in the Agreement.

Significant premium for Dexion Shareholders

The Offer represents a 100% premium to Dexion’s share price of $0.40 on 20 May 2010, being the last trading day before the Agreement was executed.

Commenting on the Offer, Dexion’s Chairman, Mr Robert Wright said, “The Offer allows Dexion shareholders the opportunity to realise their investment for cash at a significant premium to the Dexion share price prior to the execution of the Agreement and the intention of GUD to make the Offer was announced.”

If the Offer is successful, it will bring a new phase of growth for customers and employees

Dexion’s Managing Director Peter Farmakis stated, “For our customers and employees, 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”.

“We believe that with GUD’s financial support, Dexion will continue to build its brand and become the first choice provider of commercial workspaces, integrated systems and industrial storage solutions in the Asia Pacific region.”

==> picture [55 x 55] intentionally omitted <==

Next steps

Dexion understands that the Bidder’s Statement will be lodged with ASIC in late June 2010 and dispatched to Dexion Shareholders in early July 2010, at which time the Offer will open for acceptance by Dexion shareholders. The Offer is expected to be open for a period of one month, subject to GUD’s right to extend the offer period in accordance with the Corporations Act. Dexion expects to despatch its Target’s Statement in early July.

Shareholders wishing to obtain further information should contact the Dexion Shareholders Enquiry Line on 1800 209 118.

For further information contact:

Investor Enquiries Financial Community Media Enquiries Peter Farmakis Jamie Taylor Anthony Tregoning Managing Director Wilson HTM Corporate Finance FCR Dexion Limited + 61 2 8247 3115 +61 2 9235 1666 +61 2 9830 5000

Trefor Clayton Finance Director Dexion Limited +61 2 9830 5000

About Dexion

Dexion manufactures and markets a broad range of storage products. The company’s core products include pallet racking, shelving and automated systems used in logistics and warehousing (Industrial Division) and storage and filing solutions including cabinets, shelving and filing systems, lockers and mobile storage used in the commercial office sector (Commercial Division).

It 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.

dexion.com.au

About GUD

GUD Holdings Limited is listed on the ASX and has a market capitalisation of approximately $530 million.

GUD is an active manager of a number of leading consumer and industrial product businesses in Australia and New Zealand. GUD operates through four discrete business divisions: Consumer Products, Water Products, Automotive Products and Security Products. Through these businesses, GUD is the owner and manager of one of the Asia-Pacific region's premier brand portfolios. Most of these brands are market leaders in their product categories.

GUD’s principal skills are in brand management, product design and development, product sourcing and supply chain optimisation.

gud.com.au

2

Appendix A – Offer Conditions

(a) Regulatory approvals

Before the end of the period during which the Offer is open (“Offer Period”), all approvals or consents that are required by law, or by any Public Authority (which is defined to cover any governmental, statutory or judicial authority, whether in Australia or elsewhere, including any self-regulatory organisation established under statute or otherwise discharging substantially public or regulatory functions, and ASX or any other stock exchange), as are necessary to permit:

• (1) the Offers to be lawfully made to and accepted by Dexion shareholders; and (2) the transactions contemplated by GUD’s takeover bid 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.

(b) No regulatory action

Before the end of the Offer Period:

• (1) there is not in effect any preliminary or final decision, order or decree issued by any Public Authority;

• (2) no action or investigation is announced, commenced or threatened by any Public Authority; and

• (3) 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 Takeover Bid or which requires the divestiture by GUD of any Dexion shares or any material assets of Dexion or any subsidiary of Dexion post completion.

(c) 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.

(d) 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 this purpose, 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.

3

(e) No persons entitled to exercise or exercising rights under certain agreements or instruments

Dexion states in its target’s statement in response to the Offer or in an announcement to ASX before the date of its 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 material a contract under which any other party to such 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 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 the target’s statement.

(f) 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:

• (1) the manner in which Dexion conducts its business;

• (2) the nature (including balance sheet classification), extent or value of the assets of Dexion; or

• (3) 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.

(g) 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 date of this announcement (“Announcement Date”).

(h) 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 18 June 2010, being the last trading day prior to the Announcement Date) on any three consecutive trading days.

(i) No prescribed occurrences

Before the date 3 business days after the end of the Offer Period, none of the following prescribed occurrences happen:

4

• (1) Dexion converting all or any of its shares into a larger or smaller number of shares under Section 254H of the Corporations Act;

• (2) Dexion or a subsidiary of Dexion resolving to reduce its share capital in any way;

• (3) Dexion or a subsidiary of Dexion entering into a buyback agreement or resolving to approve the terms of a buyback agreement under Section 257C(1) or 257D(1) of the Corporations Act;

• (4) Dexion or a subsidiary of Dexion making an issue of shares (other than shares issued as a result of the exercise of options or performance rights) or granting an option over such shares or agreeing to make such an issue or grant such an option;

• (5) Dexion or a subsidiary of Dexion issuing, or agreeing to issue, convertible notes;

• (6) Dexion or a subsidiary of Dexion disposing or agreeing to dispose, of the whole, or a substantial part, of its business or property;

• (7) Dexion or a subsidiary of Dexion charging, or agreeing to charge, the whole, or a substantial part, of its business or property;

• (8) Dexion or a subsidiary of Dexion resolving that it be wound up;

• (9) the appointment of a liquidator or provisional liquidator of Dexion or of a subsidiary of Dexion;

• (10) the making of an order by a court for the winding up of Dexion or of a subsidiary of Dexion;

• (11) an administrator of Dexion or of a subsidiary of Dexion being appointed under Section 436A, 436B or 436C of the Corporations Act;

• (12) Dexion or a subsidiary of Dexion executing a deed of company arrangement; or

• (13) the appointment of a receiver, receiver and manager, other controller (as defined in the Corporations Act) or similar official in relation to the whole, or a substantial part, of the property of Dexion or of a subsidiary of Dexion.

(j) 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).

(k) 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:

• (1) a takeover bid for, or scheme of arrangement proposed by, Dexion under the Corporations Act;

• (2) the acquisition by that person or an associate of substantially all the assets and operations of Dexion; or

• (3) any transaction having a similar economic effect.

5

Appendix B – Exclusivity Arrangements

1 No-talk and no-shop obligations

1.1

Cease existing discussions

Dexion must immediately cease any discussions or negotiations existing as at the date of executing the Agreement relating to any Competing Proposal (which expression, in this clause 1, has the meaning defined in clause 2 and includes any transaction that is reasonably likely to reduce the likelihood of the success of the Takeover Bid).

1.2

Return of confidential information

Dexion must immediately after the date of the Agreement require all persons (other than GUD) to whom it has provided information during the 9 months prior to the date of the Agreement in connection with a Competing Proposal to return or destroy, and delete from retrieval systems and data bases, all such information.

• 1.3

Other standstill obligations

• (1) Dexion must not release any Third Party from any standstill obligation, agreement or arrangement contained in any confidentiality agreement (or other agreement) and it will not take any other action (including waiving non-compliance) in respect of any such standstill obligations, agreements or arrangements which has the effect of diminishing in any way the extent or force of such obligations agreements or arrangements.

• (2) Dexion must take any step requested by GUD to enforce any breaches of any confidentiality agreement or standstill obligation in relation to a Third Party’s Competing Proposal.

• (3) Dexion warrants that all parties who have received confidential information subject to a standstill obligation remain subject to that obligation.

• 1.4

No-talk

Subject to clause 1.7, until the end of the Offer Period or the date which is 4 months after the Announcement Date (whichever is earlier), Dexion must not, and must ensure that none of its Representatives, Related Bodies Corporate and none of their Representatives:

• (1) directly or indirectly participate in or continue any discussions or negotiations;

• (2) provide or make available any information (including by way of providing information and access to perform due diligence);

• (3) accept or enter into, or offer to accept or enter into, any agreement, arrangement or understanding; or

• (4) communicate any intention to do any of these things,

in relation to, or which may reasonably be expected to lead to, a Competing Proposal or which might otherwise reduce the likelihood of the success of the Takeover Bid.

6

1.5 No-shop

Until the end of the Offer Period or the date which is 4 months after the Announcement Date (whichever is earlier), Dexion must not, and must ensure that none of its Representatives, Related Bodies Corporate and none of their Representatives:

• (1) solicit (including by way of providing information concerning Dexion to any person), facilitate, encourage or invite, directly or indirectly, enquiries, discussions or proposals in relation to, or which may reasonably be expected to lead to, a Competing Proposal; or

• (2) communicate to any person an intention to do any of the things referred to in clause 1.5(1).

• 1.6

Notification of approaches

During the period referred to in clause 1.5, Dexion must notify GUD immediately in writing if it, or any of its Related Bodies Corporate or any of their Representatives becomes aware of any:

• (1) negotiations or discussions, approach or attempt to initiate any negotiations or discussions, or intention to make such an approach or attempt to initiate any negotiations or discussions in respect of any expression of interest, offer or proposal of a kind referred to in clause 1.1, 1.4 or 1.5, including details of the party making the expression of interest, offer or proposal, the terms and any updates to the expression of interest, offer or proposal;

• (2) proposal (whether written or otherwise) made to Dexion or any of its Related Bodies Corporate or Representatives, in connection with, or in respect of any exploration or consummation of, a Competing Proposal or a proposed or potential Competing Proposal, whether unsolicited or otherwise, including details of the party making the proposal, the terms of the proposal and any updates to the proposal;

• (3) provision by Dexion, its Related Bodies Corporate or any of their Representatives of any information relating to Dexion or any of its Related Bodies Corporate or any of their businesses or operations to any person in connection with or for the purposes of a current or future Competing Proposal; and

• (4) action by Dexion, or any intention of it to take any action, in reliance on clause 1.7, prior to undertaking the relevant act (which acts are only permitted to be undertaken pursuant to clause 1.7).

• 1.7 Limitation to no-talk and notification

• (1) Dexion, its Representatives, its Related Bodies Corporate and their Representatives may undertake any action that would otherwise be prohibited by clause 1.4 or required under clause 1.6 in relation to a bona fide Competing Proposal which was not solicited by it and was not otherwise brought about as a result of any breach by it of its obligations under this clause 1, where the Board of Dexion, acting in good faith, determines after having taken advice from its financial advisors and written advice from its legal advisors, that undertaking or not undertaking that act (as the case may be) would be likely to involve a breach of the statutory or fiduciary duties owed by any Director or would otherwise be unlawful and the Competing Proposal is:

  • (a) capable of being valued and completed, taking into account all aspects of the Competing Proposal and the person making it; and

  • (b) more favourable to Dexion’s shareholders than the Takeover Bid, taking into account all the terms and conditions of the Competing Proposal.

7

• (2) Prior to undertaking an act otherwise prohibited by clause 1.4 or required by clause 1.6 but that is permitted by this clause 1.7, Dexion must:

• (a) obtain the written legal opinion referred to in clause 1.7(1); and

• (b) not, and ensure that none of its Representatives, undertake any such prohibited act until the end of the next Business Day after the provision of the legal opinion referred to in clause 1.7(1) unless failure to undertake such prohibited action within that time would likely result in a breach of the Directors’ fiduciary or statutory duties.

1.8 Provision of information

Dexion must, and must cause each of its Related Bodies Corporate to, within 2 Business Days provide GUD with any information or due diligence materials (including responses to requests for further information) provided to any Third Party who is or may be considering a Competing Proposal (other than identical copies of documents that have previously been provided to GUD) unless to do so would likely result in a breach of the Directors’ statutory or fiduciary duties and Dexion has received legal advice to this effect.

1.9 Warranty and representation

Dexion represents and warrants to GUD that, as at the date of the Agreement, no agreement, arrangement or understanding exists in relation to any expression of interest, offer or proposal of the kind referred to in clause 1.1, 1.4 or 1.5.

2 Definitions

Announcement Date means the date on which GUD makes the public proposal regarding the Offer, being 21 June 2010.

ASX means ASX Limited or, as the context requires, the financial market operated by it.

Board means the board of directors of Dexion.

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

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.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of Dexion.

Offer Period means the period that the Offer is open for acceptance.

Related Body Corporate means has the meaning set out in the Corporations Act.

8

Representative means in respect of a party, its Related Bodies Corporate and each director, officer, employee, advisor, agent or representative of that party and its Related Bodies Corporate.

Takeover Bid means a takeover bid made by GUD that satisfies the requirements in accordance with the terms of the Agreement.

Third Party means a person other than GUD and its related bodies corporate.

Unacceptable Circumstances means as set out in section 657A of the Corporations Act.

9

Annexure C – Break Fee Arrangements

Dexion must pay an amount of A$840,000 ( Break Fee ) to GUD, if at any time following the execution of the Agreement and prior to the earlier to occur of the end of the Offer Period and the termination of the Agreement by Dexion as a result of a material breach of the Agreement by GUD:

• (1) a Competing Proposal by a party other than GUD or a Related Body Corporate of GUD 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 date of the Agreement; or

• (2) any Director fails to recommend that Dexion shareholders accept the Takeover Bid 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 Agreement as a result of a material breach of the 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 Agreement as a result of a material breach of the Agreement by GUD); or

• (4) GUD terminates the Agreement as a result of a material breach of the Agreement by Dexion.

10