ARC FUNDS LIMITED - Capital/Financing Update 2009

TIDEWATER INVESTMENTS LIMITED ABN 52 001 746 710

OFFER DOCUMENT

2 for 3 Non-Renounceable Rights Issue of up to 12,127,085 New Shares at an issue price of $0.20 per New Share

Offer closes 5.00pm (EST) on 24 March 2009

This Offer is NOT underwritten

IMPORTANT INFORMATION

This Offer Document contains important information for you as a shareholder or prospective investor and requires your immediate attention.

It should be read in its entirety. If you have any questions as to its contents or the course you should follow, please consult your stockbroker, accountant, solicitor or other professional adviser immediately.

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IMPORTANT NOTICE

This Offer Document contains an offer to apply for New Shares. The Offer Document is dated 17 February 2009. The Offer Document is not a prospectus or a disclosure document under the provisions of the Corporations Act and has not been registered with, or approved by, ASIC. The Offer is being made without disclosure under section 708AA of the Corporations Act. Neither ASIC nor the ASX and their respective officers take responsibility for the contents of the Offer Document. No securities will be allotted, issued or sold on the basis of the Offer Document later than its expiry date, being the date 13 months after the date of the Offer Document. The Offer Document (without an accompanying Acceptance Form) is also available on the Internet (“Electronic Offer Document”) at Tidewater’s website www.tidewater.com.au. Persons eligible to participate in the Offer are Shareholders registered on the Record Date; and those persons, if wishing to participate, must complete the Acceptance Form accompanying the paper version of the Offer Document which was mailed to them.

Shareholders should not construe the contents of this Offer Document as investment, tax or legal advice. In preparing this Offer Document, the Company and its officers, employees and advisers have taken no account of the investment objectives, financial situation and particular needs of any particular person. Before making an investment decision, prospective investors should consider, with the advice and assistance of professional and qualified taxation, financial and legal advisers, whether an investment in the Company is appropriate in light of their particular investment needs, objectives and financial circumstances. Prospective investors should rely on their own enquiries in determining whether to invest in the Company and conduct their own independent investigation and analysis regarding any information contained in the Offer Document.

No person is authorised to give any information or make any representation in connection with the Offer that is not contained in the Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. The Offer Document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

Certain terms and abbreviations used in the Offer Document have defined meanings as set out in the Glossary. References to dollars are to Australian dollars.

An investment in the Company has the general risks associated with any investment in the share market. The Offer Document should be read in its entirety to appreciate the types of risk associated with an investment in the Company (refer to Section 4). An investment in the Company must be considered speculative.

SUMMARY OF IMPORTANT DATES

Announcement of Offer	17 February 2009
Offer Document lodged with ASX	17 February 2009
Record Date to determine Entitlements under the Offer	25 February 2009
Offer Document and Acceptance Forms sent out to Shareholders	By 3 March 2009
Closing date for lodgement of completed Acceptance Forms	24 March 2009
Allotment of New Shares	31 March 2009
Dispatch of new holding statements	1 April 2009
Normal trading in New Shares commences on ASX	2 April 2009

The above dates are subject to change and are indicative only. The Company reserves the right to amend this indicative timetable including, subject to the Corporations Act and the Listing Rules, to extend the latest date for receipt of Acceptance Forms.

	Corporate Directory	2
	Chairman’s Letter	3
1.	Terms of the Offer	4
2.	Recent events in relation to Tidewater	7
3.	Effect of Offer on Tidewater	13
4.	Risk Factors	16
5.	Additional Information	20
6.	Glossary of Definitions and Interpretations	26

tidewater investments limited ABN 52 001 746 710

CORPORATE DIRECTORY

Directors

Paul Young Andrew Brown Stephen Roberts

Non Executive Chairman Managing Director Non Executive Director

Company Secretary Steve McDowell

Registered Office

Level 4 34 Hunter Street SYDNEY NSW 2000

Communications telephone: (02) 8258 0000 facsimile: (02) 9230 0922 mail: GPO Box 4870, SYDNEY NSW 2001 email: [email protected] website: www.tidewater.com.au

Share Registry Registries Limited Level 7 207 Kent Street SYDNEY NSW 2000

Shareholder Enquiries: (02) 9290 9600

Shareholders requiring clarification of holdings, or requesting changes of name or address should contact Registries Limited directly. A variety of requisite forms may be downloaded from www.registriesltd.com.au

Bankers Auditors National Australia Bank Limited PKF 255 George Street Level 10 SYDNEY NSW 2000 1 Margaret Street SYDNEY NSW 2000

Legal Advisers Addisons Level 12 60 Carrington Street SYDNEY NSW 2000

Controlled Entities and Licence Holders

Loftus Lane Investments Pty. Limited Rowe Street Investments Pty. Limited Discount Assets Limited Equities and Freeholds Limited (86% owned) Tidewater Asset Management Pty. Limited (AFS Licence Number 302802) Tidewater Property Management Pty. Limited (AFS Licence Number 296137) Tidewater Funds Management Limited (AFS Licence Number 247479)

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17 February 2009

Dear Shareholder,

As announced to the ASX on 17 February 2009, the Board of Tidewater Investments Limited (“ Tidewater ” or “ Company ”) has resolved to proceed to raise up to approximately $2.4 million of additional capital by way of a non-renounceable pro rata rights issue (“ Offer ”). The Offer will be on the basis of two New Shares at a subscription price of $0.20 per New Share for every three Existing Shares you hold at the Record Date of 25 February 2009.

The proceeds of the Issue will be used to fund strategic investment opportunities which may arise in the future, and to partially repay some Company loans. The Issue will raise a minimum of $687,344 (before costs and expenses associated with the Offer) in new equity as two Directors of the Company, Andrew Brown and Stephen Roberts, have undertaken to subscribe for all of the New Shares to which they are entitled under the Offer.

Mr. Brown and Mr. Roberts are not associated with each other, other than as Directors of Tidewater and its 86% subsidiary, Equities and Freeholds Limited. Mr. Brown and Mr. Roberts own 4,152,810 Shares (22.83%) and 1,002,272 Shares (5.51%) in the Company respectively. Accordingly, under the Offer, Mr. Brown and Mr. Roberts have an Entitlement to subscribe for up to 2,768,540 New Shares and 668,181 New Shares respectively, requiring payment to the Company of subscription monies of $553,708 in respect of Mr. Brown and $133,636 in respect of Mr. Roberts. In the case of Mr. Brown, part of the Application Monies payable for his New Shares will be funded by the conversion to equity of an existing loan made by Mr. Brown to Tidewater in the amount of $500,000.

This Offer Document provides you with details of the Offer, together with supporting documentation. I urge you to closely read the contents and seek your own independent financial advice before making your decision as to whether to take up any of your Entitlement.

In addition to reducing its borrowings, proceeds of the Issue will be used to diversify its investment portfolio whilst retaining its current investment positions, which it believes to be undervalued in the present stockmarket environment.

Further details on all of the matters I have mentioned in this letter are contained in the Offer Document. If you wish to participate in the Offer, it is essential that you complete and return by the due date the Acceptance Form which accompanies this Offer Document.

We look forward to your continuing support of the Company.

Yours faithfully,

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Paul Young Chairman

Tidewater Investments Limited ABN 52 001 746 710

phone: (02) 8258 0000

fax: (02) 9230 0922 [email protected]

Level 4, 34 Hunter Street SYDNEY NSW 2000 GPO Box 4870 SYDNEY NSW 2001

1. Terms of the Offer

1.1 The Offer

The Offer is a non-renounceable pro rata rights issue for each Shareholder to subscribe for up to 2 New Shares for every 3 Existing Shares held by that Shareholder at a subscription price of $0.20 per New Share. The Offer is made to all Shareholders registered at 5.00pm EST on the Record Date, being 25 February 2009. The total number of New Shares, which may be issued under the Offer, is 12,127,085. Fractional entitlements to New Shares will be disregarded.

1.2 Rights attaching to the New Shares

Immediately after the issue and allotment of the New Shares, the New Shares will be fully paid Shares. There will be no liability for any calls in respect of the New Shares and the New Shares will rank pari passu with Existing Shares currently on issue. Detailed provisions relating to the rights attaching to Shares are set out in the Company Constitution and the Corporations Act. A copy of the Constitution can be inspected during office hours at the registered office of Tidewater.

See Section 5.9 for a summary of the rights attaching to the New Shares.

1.3 ASX quotation of the New Shares

Within seven days after the date of this Offer Document an application will be made to the ASX for the New Shares to be officially quoted on the ASX.

If the ASX does not give permission for official quotation of the New Shares within three months after the date of this Offer Document (or a later date permitted by ASIC), none of the New Shares will be issued and, if any have been issued, the issue will be void, unless ASIC grants an exemption permitting the issue. If no issue is made or if an issue is void, all monies paid by a Shareholder in respect of subscription for New Shares will be refunded (without interest) to that Shareholder within the time period prescribed under the Corporations Act.

It is expected that quotation of the New Shares will initially be on a deferred settlement basis and following issue, the New Shares will be quoted in the same class as the Existing Shares.

1.4 Issue of Securities

No New Shares or other securities will be issued on the basis of this Offer Document later than the expiry date of this Offer Document being the date that is 13 months after the date of this Offer Document.

It is expected that the issue of the New Shares pursuant to the Offer will be completed on 31 March 2009 and that the dispatch of holding statements to Shareholders who participate in the Offer will occur on 1 April 2009.

1.5 Overseas Shareholders

The securities being offered under the Offer Document are not offered in any jurisdiction in which, or to any person to whom it would be unlawful to make such an offer.

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1.6 No Underwriting

The Offer is not underwritten. However, two Directors of Tidewater, Andrew Brown and Stephen Roberts have agreed to take up their entire Entitlements to New Shares which will ensure the Offer raises a minimum amount of $687,344 before costs.

1.7 Actions to be taken by Shareholders

(i) If you wish to take up all of your Entitlement

Complete the accompanying Acceptance Form in accordance with the instructions set out in the form. Completed Acceptance Forms, together with a cheque or bank draft in Australian currency for the amount shown on the form, must be forwarded to reach the Registry no later than 5:00pm EST on 24 March 2009. Acceptance Forms may not be withdrawn by an applicant after delivery in accordance with this Offer Document. You may also pay your Application Monies via BPAY following the instructions on the Acceptance Form. If you are paying by BPAY, please be sure to use the specific Biller Code and unique Customer Reference Number (“CRN”) on your personalised Acceptance Form.

(ii) If you wish to take up only part of your Entitlement

Complete the accompanying Acceptance Form for the number of New Shares you wish to take up. Completed Acceptance Forms together with a cheque or bank draft in Australian currency for the amount due for the New Shares you wish to subscribe for must be forwarded to reach the Registry no later than 5:00pm EST on 24 March 2009. Acceptance Forms may not be withdrawn by an applicant after delivery in accordance with this Offer Document. You may also pay your Application Monies via BPAY following the instructions on the Acceptance Form. If you are paying by BPAY, please be sure to use the specific Biller Code and unique Customer Reference Number (“CRN”) on your personalised Acceptance Form.

Shareholders who do not take up their Entitlements in full will not receive value or payments for those Entitlements they do not take up.

(iii) If you do not wish to take up your Entitlement

If you do not wish to take up your Entitlements to New Shares you do not need to take any action. Note that because the Offer is non-renounceable, under the terms of the Offer you are not able to sell your Entitlements. Shareholders who do not take up any or all of their Entitlements in full will not receive value or payments for those Entitlements they do not take up.

1.8 Payment for New Shares

The method of acceptance of the Offer will depend on your method of payment being:

by BPAY; or
a bank draft drawn on and payable at any Australian bank; or
a cheque drawn on and payable at any Australian bank.

Payment by BPAY

For payment by BPAY please follow the instructions on the Acceptance Form (which includes the Biller Code and your unique CRN). You can only make a payment via BPAY if you are the holder of an account with an Australian financial institution that supports BPAY transactions.

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Please note that should you choose to pay by BPAY:

you do not need to submit the personalised Acceptance Form but are taken to make the declarations on that Acceptance Form; and
if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your BPAY payment is received by the Registry by no later than 5:00pm (AEDT) on Tuesday, 24 March 2009 (unless the Company notifies you otherwise). You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment, and you should therefore take this into consideration when making payment.

Payment by cheque or bank draft

The completed Acceptance Form must be accompanied by payment in full. Cheques or bank drafts must be payable to “Tidewater Investments Limited – Share Offer Account” and crossed “Not Negotiable” . Receipts for payments will not be issued. Payment will only be accepted in Australian currency and as follows:

a bank draft drawn on and payable at any Australian bank; or
a cheque drawn on and payable at any Australian bank.

Your cheque, bank draft or money order must be:

for an amount equal to A$0.20 multiplied by the number of New Shares that you are subscribing for; and
in Australian currency drawn on a branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your Acceptance Form). Alternatively, your Application Form will not be accepted.

No interest will be paid on any Application Monies received or refunded. Cash payments will not be accepted. Receipts for payment will not be issued.

1.9 Withdrawal of Offer

The Company reserves the right to withdraw the Offer at any time.

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2. Recent events in relation to Tidewater

2.1 Background

Tidewater’s securities commenced official quotation on ASX under its former name of Huntleys’ Business Network Limited (“Huntleys”) on 14 April 2000.

As a result of unsatisfactory financial performance following listing on ASX, on 12 March 2003 the Directors of Huntleys announced their intention to sell the publishing and database assets of Huntleys and for Huntleys to acquire a private investment company, Loftus Lane Pty Limited (“Loftus Lane”) , and its two controlled entities, from interests associated with Andrew Brown and Paul Young, who both became at that time, and remain, Directors of the Company.

A general meeting of members of the Company in May 2003 passed a series of resolutions which, inter alia, approved:

the sale of the publishing and database assets of Huntleys;
the cancellation of approximately 77.5% of the Shares in Huntleys through 2 selective buy-backs of Shares and the consolidation of the remaining Shares in the ratio of 10:1;
the change of name of Huntleys to Trent Capital Limited (“Trent”) ;
the acquisition by Trent of Loftus Lane and its two controlled entities, Rowe Street Investments Pty Limited and Trent Capital Management Pty Limited; and
the appointment of a new Board.

Following the general meeting referred to above, Trent raised a total of $3,300,000 through a prospectus issued in May 2003 and a placement to professional investors in September 2003.

Between the re-commencement of official quotation of the Shares on ASX in July 2003, and the first half of financial year 2006, Trent pursued two primary activities:

strategic equity investment – investments were made in “microcap” Australian listed companies (generally those valued at under $30 million), where the Company anticipated deriving a strategic benefit in certain investments from board representation and/or through playing an active role in creating and realising value where the investee is undervalued; and
funds management and financial services – the establishment of, and provision of capital and services to new, “boutique” funds management businesses. The acquisition of strategic shareholdings in existing “boutique” funds management and other related financial services businesses.

After earning profits in the first eighteen months of these new activities, the Company raised $3,584,646 (before costs of the offer) of further funds through a 1 for 2 non-renounceable rights issue in May 2004.

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The funds raised in May 2004 were used to continue the strategy of strategic equity investment. Trent made losses in the 2005 and 2006 financial years (to 30 June), primarily as a result of writedowns of investments made in the retail sector. Specifically:

the Company subscribed for new shares in G Retail Limited (“G Retail”) (formerly Gowings Retail Limited) in August 2004 to supplement existing on-market purchases, and sub-underwrote a rights issue of new shares in December 2004 which resulted in the Company owning 18% of the shares of G Retail. In tandem with other strategic investors, Trent attempted to effect a turnaround strategy for G Retail. After failing to elicit further capital for G Retail or achieve a sale of the business, G Retail was placed into administration on 8 November 2005.

A Deed of Company Administration was entered into on 27 March 2006, ultimately resulting in the sale of the corporate “shell” and the re-listing of G Retail as Retail Star Limited on 30 January 2007. Trent progressively wrote off its investment in G Retail in the 2005 and 2006 financial years under the AIFRS “mark to market” accounting conventions at a total cost of $2,026,340 to the Company; and

the Company subscribed for new shares during December 2004 in Signature Brands Limited (“SBL”) , owner of the “Pulp” juice bar business. This investment, together with further new subscriptions, reinvestment of Directors’ fees and on-market purchases resulted in Trent owning approximately 10% of SBL for the following fifteen months. Despite various efforts at the regeneration of SBL’s business over that period, SBL was placed in voluntary administration on 17 March 2006. Trent progressively wrote off its investment in SBL in the 2005 and 2006 financial years under the AIFRS “mark to market” accounting conventions at a total cost of $1,241,362 to the Company in the 2005 and 2006 financial years.

As a result of these investments and other less significant write-downs, the Company incurred a pre-tax loss of $2,028,507 in the year to 30 June 2005 and a pre tax loss of $2,118,930 in the year to 30 June 2006.

2.2 Change of Strategic Direction from the start of the 2007 financial year

In December 2005, the Managing Director of Trent, Andrew Brown, became a “key person” on the Australian Financial Services Licence (“AFSL”) of Fat Prophets Funds Management Australia Pty. Limited (“FPFMA”) . In April 2005, FPFMA entered into a management agreement to manage the ASX listed investment company, Fat Prophets Australia Fund Limited (“ FAT ”). In March 2006, FPFMA sub-contracted its rights under that management agreement to Trent. In May 2007, the term of the sub-contract was extended until 20 April 2010.

As a result of prior losses and the new FPFMA/FAT management agreement, the board of Directors of Trent reassessed the future strategy of the Company and:

in July 2006 obtained an AFSL for a wholly owned Subsidiary of the Company, namely Tidewater Asset Management Pty. Limited;
changed the name of Trent to the Company’s current name - “Tidewater Investments Limited” - in October 2006; and

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re-directed the use of the Company’s capital into three areas: agency funds management, discount financial investments and investments in (financial) distribution and network relationships.

An improvement in financial results together with investor support of the new strategy in the first half of the 2007 financial year enabled the Company to raise a total of $4,124,991 of additional equity through a placement of new Shares in two tranches in December 2006 and March 2007 and a Share Purchase Plan in March 2007. These capital raisings were effected at the time of an exchange of 1,200,000 Tidewater Shares for an additional shareholding of 800,000 shares of FAT.

An increased level of fee generation, together with a strong return from Tidewater’s principal investment portfolio saw the Company record a pre-tax profit of $3,512,488 in the year to 30 June 2007. As a consequence, Tidewater paid a fully franked dividend of $0.025 per Share in respect of the 2007 financial year, on 5 September 2007.

In September 2007, Tidewater agreed to purchase, from Cheviot Bridge Limited, all the shares in each of:

(a) Cheviot Asset Management Pty. Limited – since renamed Tidewater Property Management Pty. Limited (“ TPM ”); and
(b) Cheviot Kirribilly Limited – since renamed Tidewater Funds Management Limited (“ TFM ”).

TPM and TFM are respectively the asset manager and responsible entity of the ASX-listed stapled entity, Cheviot Kirribilly Vineyard Property Group (“CKP”) .

The purchase by the Company of all of the shares in each of TPM and TFM was completed on 30 November 2007. In consideration for that acquisition, Tidewater paid $500,000 and issued 645,161 Shares (at an imputed price of $0.775 per Share) to the vendor, Cheviot Bridge Limited.

The purchase increased Tidewater’s internal and external funds under management to over $100 million.

2.3 Tidewater’s Business Model

Tidewater uses its capital in three main areas:

(a) Agency funds management

Tidewater invests in products or companies with whom it has a contractual relationship or where it uses its capital to seed new funds and products. Tidewater currently owns 1,825,346 shares in FAT, equivalent to 5.9% of the issued capital of FAT. The Company also currently owns 1,058,100 stapled securities in CKP, equivalent to 7.98% of the total number of stapled securities on issue in CKP.

Tidewater also invested $700,000 to establish the Tidewater Share Income Fund (“TSIF”) , an open ended unit trust product with a minimum investment of $20,000, in respect of which Equity Trustees Limited acts as the responsible entity.

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On 17 February 2009, Tidewater announced its intention to close the TSIF due to:

(a) a decline in value of Tidewater's equity in the TSIF;
(b) the cost of maintaining the TSIF in the absence of inflow of capital; and
(c) the moderate performance of the fund.

The moderate performance of the fund can be attributed to a major decline in the A-REIT (Australian Real Estate Investment Trust) sector as its defensive characteristics were eroded, as well as the below benchmark performance of high yielding financial shares and other “deep-value” type securities. Whilst many of the securities held in the TSIF are very undervalued, the volatility of the product relative to overall market benchmarks would be unlikely to elicit researcher support over a suitable time frame.

(b) Discount financial investments

Tidewater sees significant scope to use its principal capital by investing in ASX-listed financial sector and asset holding company investments that are trading at a significant discount to an appraisal of their value. Generally, these investments have focused on four areas – equity investments companies, fixed interest investment companies, property investment companies and alternative asset classes.

Tidewater directly owns 20% of the issued securities of First Opportunity Fund Limited (ASX: FOF) - an investment company listed on the ASX managed by Investec Wentworth. Tidewater also owns 86% of Equities and Freeholds Limited (“ EQF ”) an ASX-listed investment company, in which Tidewater acquired a controlling interest in February 2007. EQF specifically invests in ASX-listed investments companies (“ LICs ”), A-REITs, investment managers and related companies.

Since Tidewater acquired its controlling interest in EQF, EQF has distributed approximately $2 million to EQF shareholders by way of capital return. However, since 30 June 2008, EQF has incurred significant unrealised and realised losses as a result of the significant downturn in share prices of LICs generally.

(c)

Investments in (financial) distribution and network relationships

Tidewater has a strong belief in partnering with like-minded financial businesses and individuals who have complementary skills to those of the Company, or with whom Tidewater wishes to further develop a business relationship. In this respect, Tidewater continues to hold principal investments in companies such as:

(a) Findlay Securities Limited (5.5% shareholding), a stockbroking holding company which recently acquired Aequs Capital Limited in which Tidewater has been a strategic shareholder since 2005;
(b) Cheviot Bridge Limited (10% shareholding); and

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(c) Snowball Group Limited, a financial planning company in which Tidewater’s Managing Director held the position of Non Executive Chairman for over four years until October 2007.

2.4 Recent Financial Results

Tidewater’s earnings can be divided into three components:

operating earnings from fees earned less expenses;
interest, dividends and realised gains on the sale of investments, net of financing costs; and
change in fair value of investments through the income statement, which effectively equate to net unrealised gains or losses on the Company’s portfolio.

The following table (Table I) shows the latest results of the Company for the six months to 31 December 2008 compared against the six preceding half yearly periods:

Table I: Breakdown of pre tax financial results for Tidewater

Fiscal years			Net	Realised	Change in
ending	Operating	Realised	interest &	Investment	fair value of	Pre tax
June	loss	gains/(losses)	dividends	return	investments	Profit/(loss)
$	(A)	(i)	(ii)	(i) +(ii) =(B)	(C)	(A+B+C)
H1 2006	(172,007)	321,415	291,749	613,164	(595,539)	(154,382)
H2 2006	(77,844)	544,994	(59,022)	485,972	(2,372,676)	(1,964,548)
H1 2007	(23,559)	745,062	143,598	884,660	1,633,827	2,498,928
H2 2007	(144,217)	1,128,157	85,928	1,214,085	(56,308)	1,013,560
H1 2008	(275,739)	66,497	139,874	206,371	(744,614)	(813,982)
H2 2008	(594,266)	(326,560)	93,864	(232,696)	(4,119,456)	(4,946,418)
H1 2009	(596,992)	(218,253)	(22,704)	(218,253)	(2,962,397)†	(3,800,346)

† includes $158,212 of goodwill impairment relating to Equities and Freeholds Limited

Recent losses can mainly be attributed to a decline in value of the Company’s investments which are required to be marked to market at the end of each accounting period. This is a direct reflection of the prevailing equity market environment and the reluctance of investors to embrace smaller company securities, which has lead to severe de-ratings of such shares.

Tidewater increased its cost base in the second six months of the 2008 financial year to accommodate expected growth in its funds management business. As that expected growth has not eventuated, the Company has now made a number of cost reductions, reducing the use of outside consultants and closing the TSIF.

Further rationalisation of services is expected in the coming months. Operating losses have also grown as a result of reduced Directors’ fees being paid to Tidewater as a result of Mr. Brown stepping down from a number of company boards over the past twelve to eighteen months, notably Snowball Group Limited, as well as a reduction in dividends paid by Cheviot Bridge Limited.

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2.5 Loan Covenants

In its relationship with its major debt financier, Tidewater is required under covenant to maintain stipulated ratios of:

total liabilities to total tangible assets;
minimum tangible net worth (in dollar terms);
relative size of individual strategic investments to overall portfolio as defined;
payout of dividends relative to net profit after tax; and
value of certain parcels of securities to overall facility drawings.

As at 31 December 2008, Tidewater is in breach of the first two of the above covenants, mainly due to the decline in value of investments and the on-balance sheet carriage of the intangible value of the contract to manage CKP. It is intended, that by a combination of the proceeds from the Rights Issue and use of proceeds from existing investments, that these ratios will be corrected to within the required parameters. Tidewater’s debt financier has agreed to this corrective mechanism and does not currently require repayment of the facility. Tidewater has repaid $400,000 of the facility as at 31 December 2008, and expects to make further voluntary repayments in the next few months. Given the expected levels of commitments to the Issue from the Directors, and capacity to repay part of the facility, at current levels of equity markets and share prices of investments, the Company expects to be able to meet all requisite covenant levels by 31 March 2009. As a consequence, and after discussions with the financier, the Directors believe there is no reason to suggest the remaining facility will not be renewed at its expiry date of 31 August 2009. Should the financier require partial or full repayment of the facility, the Directors believe Tidewater would be capable of selling down selected investments to effect the requisite repayment.

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3. Effect of Offer on Tidewater

3.1 Use of funds

The Directors intend to apply the funds raised from the Offer as follows:

Table II: Use of funds raised in Offer

	Minimum raising	Maximum raising
	$000s	$000s
Investment funds – available to take advantage of investment opportunities as they arise	75	1,413
Conversion of Managing Director’s loan to the Company into Shares	500	500
Repayment of bank loans	100	500
Costs of the Issue	12	12
Total	687	2,425

If any Options are exercised in the future, the Directors’ present intention is to utilise the proceeds from such exercise to add to the Company’s investment funds available for strategic opportunities.

3.2 Capital structure post-Issue

A table setting out the capital structure of the Company as expected on completion of the Issue is set out below:

Table III: Capital structure on completion of Issue

	Minimum raising	Maximum raising
Existing Shares	18,190,627	18,190,627
New Shares	3,436,721	12,127,085
Total Shares after the Offer	21,627,348	30,317,712
Holding of Andrew Brown	6,921,350	6,921,350
Percentage holding of Andrew Brown	32.0%	22.8%
Holding of Stephen Roberts	1,670,453	1,670,453
Percentage holding of Stephen Roberts	7.7%	5.5%

The Company also has 1,792,323 “Primary” Options on issue. Each “Primary” Option has an exercise price of $1.25 and is exercisable until 31 May 2009. Upon the exercise of a “Primary” Option, the holder is issued with a “Secondary Option”. Given the current trading price of a Share as quoted on ASX and the Offer, the Directors regard it as unlikely that any of the “Primary” Options will be exercised. In turn, it is unlikely that any funds will be received by the Company from the exercise of the “Primary” Options or that any of the 1,792,323 “Secondary” Options will be issued in the near future.

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3.4 Pro forma balance sheet

Table IV below shows:

a) the audit-reviewed condensed consolidated balance sheet of the Company as at 31 December 2008 as disclosed in the Company’s Half-Year Report to the market released on 17 February 2009; and
b) the pro-forma condensed consolidated balance sheet at 31 December 2008 adjusted for completion of the minimum and maximum raisings under the Offer.

Table IV: Pro-forma balance sheet after issue

Audit reviewed	Pro-forma unaudited
31 December 2008	minimum raising maximum raising
$	$ $
CURRENT ASSETS
Cash and cash equivalents 328,701	399,100 1,737,173
Trade and other receivables 94,495	94,495 94,495
Prepayments 15,488	15,488 15,488
Financial assets 6,707,025	6,707,025 6,707,025
TOTAL CURRENT ASSETS 7,145,709	7,216,108 8,554,181

NON-CURRENT ASSETS
Plant and equipment 29,325	29,325 29,325
Financial assets 130,766	130,766 130,766
Identifiable intangible assets 732,400	732,400 732,400
Deferred tax assets 53,832	53,832 53,832
TOTAL NON-CURRENT ASSETS 946,323	946,323 946,323

TOTAL ASSETS 8,092,032	8,162,431 9,500,504

CURRENT LIABILITIES
Trade and other payables 395,055	395,055 395,055
Short-term financial liabilities – financial institutions 2,878,955	2,778,955 2,378,955
Short-term financial liabilities – related parties 581,646	81,646 81,646
Short-termprovisions 2,340	2,340 2,340
TOTAL CURRENT LIABILITIES 3,857,996	3,257,996 2,857,996

TOTAL LIABILITIES 3,857,996	3,257,996 2,857,996

NET ASSETS 4,234,036	4,904,435 6,642,508

EQUITY
Issued capital 14,859,479	15,529,878 17,267,951
Accumulated losses -10,748,345	-10,748,345 -10,748,345
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF TIDEWATER INVESTMENTS LIMITED 4,111,134	4,781,533 6,519,606

Minorityinterest in controlled entities 122,902	122,902 122,902
TOTAL EQUITY 4,234,036	4,904,435 6,642,508

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The table is intended to be illustrative only and it reflects neither the actual position of the Company as at the date of this Offer Document nor at the conclusion of the Offer. In particular, it does not reflect actual expenditure of funds since 31 December 2008 or the actual value of the Company’s assets as at the date of this Offer Document.

The above table uses 31 December 2008 as the basis for the pro forma balance sheet (after the Issue) as that was the most recent date of a disclosed financial statement of position.

This pro-forma statement of financial position has been prepared on the basis of the following assumptions:

(a) An Issue takes place of 3,436,721 Shares at an issue price of $0.20 each, raising $687,344 (minimum raising) or an Issue takes place of 12,127,085 Shares at an issue price of $0.20, each raising $2,425,417 (maximum raising);
(b) Short-term financial liabilities – related parties, are reduced by $500,000 in each case as a result of the conversion of loans (provided by Andrew Brown to the Company) are converted into equity under the Offer;
(c) Short-term financial liabilities – liabilities to financial institutions are reduced by $100,000 (minimum raising) or $500,000 (maximum raising) reflecting debt repayment;
(d) Cash and Issued Capital are reduced by $12,000 to reflect the costs of the Issue; and
(e) Cash is reduced by $4,945 to reflect the repurchase of 23,867 Shares by Tidewater under its on-market share buyback.

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4. Risk Factors

4.1 Risk factors associated with owning Tidewater Shares

The business activities of Tidewater are subject to risks. These risks include those which apply generally to investments in equity markets, and those which apply specifically to the Company’s business. Some of the specific risks may be mitigated through the use of safeguards and contingency plans. However many risks are outside the control of the Company and its Directors and cannot be mitigated.

The future performance of Tidewater and the future investment performance of Tidewater Shares may be influenced by a range of factors, many of which are outside the control of Tidewater or of any manager of any assets of Tidewater. The future value of Tidewater’s assets and the price at which Tidewater Shares trade on the ASX may be influenced by any one or more of these factors. The following matters and summary of material risk factors given below should be carefully considered in evaluating the prospects of the Company.

4.2 General risk factors

There are business and market risks inherent in any listed security, which could materially affect the Company’s earnings and the pricing of Tidewater Shares, including:

movements in local and international economies and share and capital markets;
changes in interest rates and other general economic conditions;
changes in investor sentiment and perceptions;
upheaval and uncertainty due to terrorist activities, insurrection, war and general conflict; and
changes in government fiscal, monetary and regulatory policies and statutory changes.

4.3 External risk factors

There are a number of external risk factors over which Tidewater has little or no control which could materially affect the future pricing of Tidewater Shares or the Company’s earnings, including:

taxation where changes to tax legislation and regulation, or their interpretation, may adversely affect the value of an investment in Tidewater Shares and may affect Tidewater Shareholders differently;
changing economic conditions in Australia and globally will affect Tidewater’s business and financial condition. Any protracted slow down in economic conditions or adverse changes in such factors as the level of inflation, interest rates, exchange rates, government policy (including fiscal, monetary and regulatory policies) and employment rates, among others, are outside the control of Tidewater and the Directors and may result in materially adverse impacts on the business and its operating results;
stock market losses, poor investment returns or volatility, a weakening or downturn of the financial services, funds management and wine industries;
changes in accounting standards or in the interpretation of those accounting standards that occur in the future may adversely impact on Tidewater’s business or the costs associated with Tidewater’s business and may adversely affect its financial condition;

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illiquidity and subsequent volatility in the sale price of Tidewater Shares, with no guarantee that a more active market in Tidewater Shares will develop despite the increase in the number of Tidewater Shareholders as a result of the Issue; and
in relation to the management of CKP, climatic conditions, water supply, grape pricing, yields of individual vineyards and the ability to sign contracts with purchasers of grapes.

4.4 Specific risk factors

The key issues impacting the success of the business undertaken by Tidewater are:

the Company’s success and growth strategy depends heavily upon its Managing Director, Andrew Brown. The loss of his services for any reason could have a material and adverse effect on the Company’s business, operating results and financial condition. The Company has paid a premium for key person insurance to mitigate against this risk;
the Company’s success and growth strategy depends upon a small number of other employees, who under their actual or proposed contractual arrangements are free to leave Tidewater at notice of three (3) months or less. Tidewater is seeking to mitigate this risk by increasing the flexibility of its remuneration packages which, in future, are likely to include issues of contingent equity in Tidewater;
the success and profitability of the Company depends, in part, upon the ability of the Directors to invest in well-managed companies which have the ability to increase in value over time. In most cases, the Directors and management of Tidewater will be unlikely to be in a position to influence materially the decisions and strategies made and adopted by the management of those companies;
the price of investments that the Company has purchased can fall as well as rise;
the past performance of investments held by subsidiary companies and funds managed by Directors and persons associated with the Directors are not necessarily a guide to the future performance of the Company;
the primary focus of Tidewater is investment in listed entities which hold financial assets or are involved in the financial services industry. The financial performance of such companies is heavily governed by overall conditions in financial markets, over which neither Tidewater nor the investee company has any control. As a consequence, the performance of investments held by Tidewater may exaggerate movements in overall financial markets in either a positive or negative manner;
Tidewater has a number of investments in companies with market capitalisations below $30 million. In general, trading in securities in such entities has more limited liquidity than larger companies and so has the potential for greater volatility. Accordingly, the returns that may be generated by the Company are likely to also be subject to that greater volatility;
the Company’s current investment portfolio is less diversified and less liquid than most other listed investment companies;
in the course of acquiring or selling investments, the Company is required to deal with counterparties who may be incapable of settling transactions due to financial stress. Tidewater mitigates this risk by dealing with brokers and counterparties of good standing;

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investors are strongly advised to regard any investments in the Company as a long term proposition and to be aware that, as with any equity investment, substantial fluctuations in the value of their investment may occur over time;
operating costs for the Company as a proportion of total assets are affected by the level of total assets and funds under management of the Company;
the price at which Tidewater Shares are traded on ASX may be below the net asset value of those Tidewater Shares. Tidewater’s constitution does not entitle Tidewater Shareholders to require the Company to implement a share buy-back or any other capital reconstruction or to take any other remedial action;
Tidewater’s wholly owned Subsidiary, Tidewater Asset Management Pty. Limited (“ TAM ”) and two other Subsidiaries, Tidewater Funds Management Limited (“TFM”) and Tidewater Property Management Pty. Limited (“TPM”) , are each holders of an AFSL. In the event that Tidewater, its officers, Directors and management fail to adhere to or maintain the conditions of any AFSL, these licences may be revoked or suspended, or their terms and conditions amended with the result that entities for whom TAM, TFM and TPM manage external funds may cancel management agreements with TAM, TFM and TPM, leading to an adverse change in the financial condition of Tidewater;
each of TAM, TPM and TFM’s respective AFSL is subject to differing compliance requirements which may change in the future as a result of changes in legislation. This may result in TAM, TPM and TFM incurring increased costs to maintain the conditions of these AFSLs, leading to an adverse change in the financial condition of Tidewater;
poor investment performance by Tidewater and TPM could cause investors to withdraw money from products managed by Tidewater and TPM, or lead to investor pressure for the return of monies to Tidewater Shareholders in closed end products managed by Tidewater and TPM, leading to an adverse change in the financial condition of Tidewater;
poor investment performance by Tidewater and TPM could inhibit the ability of Tidewater and TPM to raise funding for new products and funds in the future and reduce the willingness of distribution or administrative partners to do business with Tidewater or TPM;
the success of CKP and the consequent ability of TPM to grow the asset base of CKP is dependent upon climatic conditions, water supply, grape pricing, yields of individual vineyards and the ability to sign contracts with purchasers of grapes which are factors only partly capable of control by Tidewater. Reduced profitability of CKP may lead to pressure being placed on Tidewater or TPM to reduce fees charged to CKP for services provided by Tidewater and TPM;
revised anti-money laundering and counter terrorism financing laws and regulations (including AUSTRAC Rules), if applied to Australian fund managers, may have an impact on Tidewater’s business. The intrusive anti-privacy nature of these laws and regulations may deter or slow the inflow of new funds. Tidewater may be forced to expend funds to put in place systems, or employ third parties, to ensure its compliance with those new laws;
Tidewater’s financial performance and future prospects depend upon the ability of third party outsourced contract providers to provide services at a requisite standard, to enable Tidewater’s products to be of a standard capable for sale to outside investors. In the event that such third party outsourced contract providers fail to provide an adequate standard of service, Tidewater’s financial condition could be adversely affected by legal claims resulting from portfolio unit pricing or valuation errors or negligent or inadequate provision of viticultural or grape sale services.

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Tidewater and TPM attempt to mitigate these losses through the maintenance of Professional Indemnity and Directors and Officers Liability insurance policies;

Tidewater could become subject to litigation in relation to investment losses, negligence, claims under contractual relationships with customers or suppliers or libel. Tidewater and TPM attempt to mitigate these losses through the maintenance of Professional Indemnity and Directors and Officers Liability insurance policies. Despite these protections, it is possible that claims not covered by insurance may arise which could have an adverse effect on Tidewater’s financial performance and reputation and which would, in turn, lead to reduced earnings or asset backing. To the knowledge of the Directors, there is no litigation of a material nature pending or threatened that may significantly affect Tidewater, TPM or TFM;
Tidewater is dependent upon its own financial management systems, which if damaged or disrupted could lead to financial loss. Tidewater attempts to mitigate such damage by extensively utilising third party outsourced providers, backing up key business records and maintaining a Disaster Recovery Plan in its asset management activities. As part of the acquisition of TPM and TFM, Tidewater is upgrading its internal software and hardware capabilities.

This list is not exhaustive and potential investors should read this Offer Document in full and, if they require further information on material risks, seek professional advice.

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5. Additional Information

5.1 Directors

As at the date of this Offer Document the Directors of the Company are:

Paul Young (Chairman) Andrew Brown (Managing Director) Stephen Roberts (Non-executive)

5.2 Interests of Directors in Tidewater

At the date of the Offer Document, the number of Shares in which Directors and their Associates have a Relevant Interest are as follows:

Director	Shares
Paul Young	982,123
Andrew Brown	4,152,810
Stephen Roberts	1,002,272

At the date of the Offer Document, the number of Shares in which Directors have Voting Power, and the Entitlements pertaining thereto, are as follows:

Director	Shares	Entitlements
Paul Young	982,123	654,749
Andrew Brown	4,152,810	2,768,540
Stephen Roberts	1,002,272	668,181

Mr. Brown and Mr. Roberts have provided the Company with a written undertaking that, in respect of Shares which the Director has Voting Power, he or his associates, as the case may be, will take up in full his Entitlements under the Offer.

5.3 Directors’ involvement in underwriting and advisory arrangements

No Director has an interest in underwriting or advisory agreements with the Company.

5.4 Directors’ involvement in sub-underwriting and Entitlement take-up arrangements

No Director has an interest in sub-underwriting agreements with the Company.

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5.5 Related party transactions

Since the issue of its annual report dated 30 June 2008, the Company has been a party to the following transactions with related parties:

As at 31 December 2008, Andrew Brown, a Director of the Company, has extended a loan of $500,000 to the Company. The loan is unsecured, is repayable by 31 December 2009 unless extended or converted to equity, and attracts interest at a rate of 6.70% per annum. It is Mr. Brown’s intention to convert the loan to equity in the Company by using the loan as a part payment towards the total subscription price of his full Entitlement to 2,768,540 New Shares, which at an issue price of $0.20 per New Share, amounts to $553,708.
As at 31 December 2008, Mr. Brown has also made a loan of $81,646 to Equities and Freeholds Limited. This loan is of no fixed duration, interest free and is repayable on demand.

5.6 No other interests

Except as set out in this Offer Document, there are no interests that exist at the date of this Offer Document and there were no interests that existed within two years before the date of this Offer Document that are, or were respectively, interests of a Director, a proposed Director of the Company in the promotion of the Company or in any property proposed to be acquired by the Company in connection with its formation or promotion or the Offer. Further, there have been no amounts paid or agreed to be paid to a Director in cash or securities or otherwise by any persons either to induce him to become or to qualify him as a Director or otherwise, for services rendered by him in connection with the promotion or formation of Tidewater.

5.7 Legal proceedings

The Company is not and has not been, during the 12 months preceding the date of this Offer Document, involved in any legal or arbitration proceedings which have had or may have a significant effect on the financial position on the Company. As far as the Directors are aware, no such proceedings are threatened against the Company.

5.8 Notice of acceptance

A notice of acceptance of New Shares is only effective when the Company has received the full Application Monies for those New Shares in cash or cleared funds.

5.9 Rights attaching to the New Shares

The following information is a summary of key provisions of the Constitution of the Company. Shareholders have the right to acquire a copy of the Constitution, free of charge, from the Company until the expiry of this Offer Document.

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Each Share confers on its holder:

the right to vote at a general meeting of Shareholders (whether present in person or by any representative, proxy or attorney) on a show of hands (one vote per Shareholder) and on a poll (one vote per Share on which there is no money due and payable) subject to the rights and restrictions on voting which may attach to or be imposed on Shares (at present there are none);
the right to receive dividends, according to the amount paid up on the Share;
in a winding up, subject to the rights of a liquidator to distribute surplus assets of the Company with the consent of members by special resolution:
(a) where the assets available for distribution are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the right to receive a proportion of the excess according to the capital paid up by the Shareholder at the commencement of the winding up; or
(b) where the assets available for distribution are insufficient to repay the whole of the paid up capital, the burden of bearing the loss is in proportion to the capital paid up by the Shareholder at the commencement of the winding up.

Subject to the Corporations Act and the Listing Rules, Shares are fully transferable.

The rights attaching to Shares may be varied with the approval of Shareholders in general meeting by special resolution.

5.10 Material contracts

There are no material contracts which the Directors have identified as material to Shareholders for the purpose of this Offer Document.

5.11 Investor considerations

Before taking up your Entitlement under this Offer, you should consider whether the New Shares to be issued and allotted are a suitable investment for you. There are general risks associated with any investment in the stock market. The value of Shares listed on the ASX may rise or fall depending on a range of factors beyond the control of Tidewater. A more detailed description of the various risks pertaining to this investment are given in Section 4.

If you are in doubt as to the course you should follow, you should seek advice on the matters contained in this Offer Document from a stockbroker, solicitor, accountant or other professional adviser immediately. Follow carefully the instructions on the back of the accompanying Acceptance Form regarding the acceptance of your Entitlement.

The potential tax effects relating to accepting the Offer will vary between Shareholders. Shareholders are urged to consider the possible tax consequences of participating in the Offer by consulting a professional tax adviser.

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5.12 Continuous disclosure and documents available for inspection

Tidewater is a disclosing entity for the purposes of Section 111AC(1) of the Corporations Act and as such, is subject to regular reporting and disclosure obligations. Broadly, these obligations require the Company to:

(a) prepare and lodge with ASIC both yearly and half-yearly financial statements accompanied by a directors’ statement and report and an audit or review report; and
(b) immediately notify the ASX of any information concerning the Company of which it is, or becomes, aware and which a reasonable person would expect to have a material effect on the price or value of securities in Tidewater, subject to certain limited exceptions related mainly to confidential information.

Copies of documents lodged at ASIC in relation to the Company may be obtained from or inspected at an office of ASIC. Copies of documents lodged with the ASX in relation to the Company may be obtained from, or inspected at, an office of the ASX or via www.asx.com.au.

This Offer Document is issued pursuant to Section 708AA of the Corporations Act. This enables the Company to offer the New Shares without disclosure to investors. This Offer Document is not a prospectus or other disclosure document and does not contain all the information that is required to be included in a prospectus or other disclosure document under the Corporations Act..

5.13 Expenses of the Offer

Expenses of the Offer including ASIC and ASX fees, printing costs, fees and legal costs are estimated to be approximately $12,000.

Addisons has acted as legal adviser in relation to the Offer and has performed a review of this Offer Document. The Company estimates that it will pay amounts totalling approximately $8,000 (excluding disbursements and GST) to Addisons in respect of this work.

5.14 Minimum Subscription

The Offer is not underwritten, but given the undertakings in respect of their Entitlements by Messrs Brown and Roberts, the minimum subscription for the Offer is expected to be $687,344 which would result in 3,436,721 New Shares being issued.

5.15 Other documents

Tidewater will provide a copy of any of the following documents free of charge to any person who requests a copy in relation to this Offer Document:

(a) the Annual Report of the Group for the year ended 30 June 2008 being the last financial statements for a financial year lodged with ASIC before the issue of this Offer Document;
(b) the Appendix 4D of the Group for the half year ended 31 December 2008; and
(c) any other announcement, document or financial statement lodged by the Company with ASIC or the ASX under the continuous disclosure reporting requirements in the period after lodgement of the Annual Report to 30 June 2008 (announced on 13 August 2008) referred to above to the date of lodgement of this Offer Document with ASIC, the significant announcements being:

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Date	Announcement
18 August 2008	Daily Share Buy Back Notice – Appendix 3E
18 August 2008	Change in relation to buy back – Appendix 3D
19 August 2008	Daily Share Buy back notice – Appendix 3E
29 August 2008	Daily Share Buy Back Notice – Appendix 3E
2 September 2008	Daily Share Buy Back Notice – Appendix 3E
2 October 2008	EQF: Additional Information re proposed offer for FOF
2 October 2008	EQF: Intention to make takeover offer, First Opportunity Fund
29 October 2008	Notice of Annual General Meeting and Sample Proxy Form
26 November 2008	Results of Resolutions at AGM
26 November 2008	Managing Directors comments to AGM
27 November 2008	Daily Share Buy Back Notice – Appendix 3E
3 December 2008	Daily Share Buy Back Notice – Appendix 3E
4 December 2008	Daily Share Buy Back Notice – Appendix 3E
9 December 2008	Daily Share Buy Back Notice – Appendix 3E
10 December 2008	Daily Share Buy Back Notice – Appendix 3E
23 December 2008	Daily Share Buy Back Notice – Appendix 3E
5 January 2009	Daily Share Buy Back Notice – Appendix 3E
8 January 2009	Daily Share Buy Back Notice – Appendix 3E
27 January 2009	Becoming a substantial holder for FDY
5 February 2009	Daily Share Buy back Notice – Appendix 3E
17 February 2009	Half Yearly Report and Accounts
17 February 2009	Appendix 3B: 2 for 3 rights issue
17 February2009	Notice under Section 708AA(7)of Corporations Act 2001

5.16 Other information

There is no information relating to the Offer that, because of its confidential or prejudicial nature, has not been notified to the ASX which investors or their professional advisers would reasonably require and reasonably expect to make an informed assessment of the effect of the assets and liabilities, financial position and performance, profits and losses and prospects of the Company and the rights and liabilities attaching to the Shares.

5.17 Consents and responsibility statements

Addisons has given and before lodgement of this Offer Document has not withdrawn its written consent to be named as legal adviser in relation to the Offer in the form and context in which it is named.

Registries Limited has given and before lodgement of this Offer Document has not withdrawn its written consent to being named in this Offer Document as share registry for the Company in the form and context in which it is named.

PKF has given and not withdrawn its consent to be named in the Offer Document as auditor of the Company in the form and context in which it is named.

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None of Addisons, Registries or PKF:

has authorised or caused the issue of the Offer Document;
has made, or purported to have made, any statement in this Offer Document, except this section; and
assumes responsibility for any part of this Offer Document except for statements in this section.

Each of these entities to the maximum extent permitted by the law, disclaim any responsibility or liability for any part of this Offer Document other than a statement included in this section.

5.18. Future performance and forward looking statements

Neither Tidewater nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to this Offer Document. Forward looking statements, opinions and estimates provided in the Information are based on assumptions and contingencies which are subject to change without notice, and are based on interpretations of current market conditions.

5.19 Governing Law

This Offer Document is governed by the laws of New South Wales.

Authorisation

This Offer Document has been approved by unanimous resolution of the Directors of Tidewater Investments Limited.

Dated: 17 February 2009