ARC FUNDS LIMITED - Merger & Acquisition 2007

Bidder’s Statement

for the Offer by

Tidewater Investments Limited

(ABN 52 001 746 710)

to acquire all the shares in

Goldlink GrowthPlus Limited

(ABN 48 111 695 357)

The consideration for the Offer is:

3 Tidewater Investments Limited Shares

for every

14 Goldlink GrowthPlus Limited Shares

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Solicitors to the Bidder

This is an important document and requires your immediate attention .

If you are in any doubt as to how to deal with it, you should consult your financial or other professional adviser.

To accept this Offer, please complete the enclosed Acceptance Form and return to either of the addresses set out in Section 2 .

The Offer is dated 18 December 2007 and will expire at 5.00pm EST 31 January 2008 unless earlier withdrawn or extended. This Bidder’s Statement was lodged with ASIC on 4 December 2007 . ASIC takes no responsibility for this Bidder’s Statement.

Important Information	1
Important Dates	2
1. Letter from the Chairman	3
2. Main Features of the Offer	6

3. Profile of Tidewater Investments Limited

3.1	History to 30 June 2006	9
3.2	Change of Strategic Direction from the start of the 2007 financial year	11
3.3	Tidewater's Business Model	12
3.4	Directors	13
3.5	Tidewater's Historical Financial Results	14
3.6	Tidewater's Financial Position at 31 October 2007	15
3.7	Public announcements by Tidewater	17
3.8	Trading Performance	19
3.9	Capital structure	19
3.10	Tidewater Substantial Shareholders	20
3.11	Range of Tidewater Shareholdings	21
3.12	Tidewater Interests in GrowthPlus	22
3.13	Corporate Governance Policies	22
4. Profile of GrowthPlus
4.1	Overview	30
4.2	Material issues relating to GrowthPlus	31
4.3	Shareholding of Gulf Resources NL and related parties in GrowthPlus	31
4.4	Composition of the GrowthPlus board of Directors	32
4.5	Subsequent corporate actions of Gulf	33
4.6	Past activities of GrowthPlus	34
4.7	Public announcements by GrowthPlus	34
4.8	GrowthPlus Issued Securities and Substantial Shareholders	34
4.9	Price Range of GrowthPlus shares	35
4.10	Tidewater’s intentions upon completion of the acquisition of GrowthPlus	36
5. Effect of the Offer on Tidewater
5.1	Pro-forma Merged Group Information	37
5.2	Pro-forma Balance Sheet	37
5.3	Pro-forma Capital Structure	38

6. Risk Factors

6.1	Risk factors associated with owning Tidewater shares	40
6.2	General risk factors	40
6.3	External risk factors	40
6.4	Specific risk factors	41
6.5	Risks of the proposed acquisition of GrowthPlus	43
7. Taxation Implications
7.1	Australian tax considerations	44
7.2	Stamp duty	46
8. The Offer
8.1	Date of the Offer	47
8.2	Tidewater’s Offer	47
8.3	Consideration	47
8.4	Offer Period	47
8.5	Who may accept	48
8.6	How to accept this Offer	48
8.7	The effect of acceptance	49
8.8	Allotment of New Tidewater Shares	51
8.9	Quotation of New Tidewater Shares	53
8.10	Foreign Shareholders	53
8.11	Conditions of this Offer	54
8.12	Notice of Status of Conditions	55
8.13	Freeing the Offer from Conditions	55
8.14	Breach or non-fulfilment of Conditions	55
8.15	Variation of the Offer	55
8.16	Withdrawal of Acceptance of the Offer	56
8.17	Costs	56
8.18	Brokerage and stamp duty	56
8.19	Governing law	56
8.20	Notices	56
9. Additional Information
9.1	Incorporation	57
9.2	Constitution and rights attaching to Tidewater Shares	57
9.3	Date for determining holders of GrowthPlus Shares	58
9.4	Tidewater interests in GrowthPlus	58
9.5	Dealings in GrowthPlus Shares	59
9.6	Dealings in Tidewater Shares	60
9.7	Matters relevant to the Directors	61
9.8	Litigation	61
9.9	ASIC Modifications and Exemptions	61

9.10 Other material information	61
9.11 Status of Conditions as at the date of this Bidder’s Statement	61
9.12 Disclosure of adviser interests	62
9.13 Consents	62
9.14 Statements made on basis of ASX Announcements	62
Approval of Bidder’s Statement	63
10. Definitions and Interpretation
10.1 Definitions	64
10.2 Interpretation	66
11. Acceptance and Transfer Form	67

Important Information

Bidder’s Statement and Offer

This is a Bidder’s Statement dated 4 December 2007 given by the Bidder to GrowthPlus and each holder of GrowthPlus Shares under Part 6.5 of Chapter 6 of the Corporations Act. It sets out the disclosures required by the Corporations Act together with the terms of the Offer. You should read this Bidder’s Statement in its entirety.

This Bidder’s Statement was approved by a unanimous resolution of the Directors. It includes an Offer dated 18 December 2007 being the date of first issue of this Bidder’s Statement.

Australian Securities & Investments Commission

A copy of this Bidder’s Statement was lodged with ASIC on 4 December 2007 .

Neither ASIC nor any of its officers takes any responsibility for the contents of this Bidder’s Statement.

Investment decision

This Bidder’s Statement does not take into account the individual investment objectives, financial situation or any particular needs of each GrowthPlus Shareholder or any other person. GrowthPlus Shareholders may wish to seek independent legal, financial and taxation advice before making a decision as to whether to accept the Offer.

Disclaimer regarding forward looking statements

This Bidder’s Statement contains certain forward looking statements which have not been based solely on historical facts, but are rather based on current expectations about future events and results. These forward looking statements are subject to inherent risks and uncertainties. Such risks and uncertainties include factors and risks specific to the industries in which GrowthPlus operates as well as general economic conditions, prevailing exchange rates and interest rates, conditions in the financial markets, government policies and regulation, competitive pressures and changes in technology. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements. None of the Bidder or any other member of the Bidder Group or their respective directors and officers, or any person named in this Bidder’s Statement or involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law.

Privacy statement

Personal information relating to your GrowthPlus Shares will be collected by the Bidder in accordance with its rights under the Corporations Act. The Bidder will share this information with its advisers and service providers where necessary for the purposes of the Offer. The Bidder and its agents retained for the purposes of the Offer will use the information solely for purposes relating to the Offer. Generally, you have a right to access the personal information which the Bidder and its agents may hold about you. You can contact the Bidder on 02 8258 0011 (Attention: Mr Andrew Brown) if you have any queries about the privacy practices of the Bidder.

How to accept the Offer

Acceptances must be received by the end of the Offer Period. Full details of how to accept the Offer are set out in Section 8.6 .

Defined terms

Defined terms used in this Bidder’s Statement are capitalised. Definitions of these terms are set out in Section 10 . Unless the contrary intention appears, the context requires otherwise or words are defined in Section 10 , words and phrases in the Bidder’s Statement have the same meaning and interpretation as in the Corporations Act.

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Important dates

	Bidder’s Statement lodged 4 December 2007 Date of Offer 18 December 2007 Close of Offer 31January 2008

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1. Letter from the Chairman of the Bidder

4 December 2007

Dear Shareholder

On behalf of the directors of Tidewater Investments Limited (ASX Code: TDI) ( Bidder ), I am pleased to present the Offer to you to acquire all of your GrowthPlus Shares or such lesser number as you may agree to sell.

Bidder

The Bidder is an ASX listed company which manages approximately $100 million of funds for external parties including the shareholders of Fat Prophets Australia Fund Limited and Cheviot Kirribilly Vineyard Property Group. Tidewater also uses its own capital to make investments in three areas:

products of which it is the contracted asset manager;
in financial shares and investment companies it believes are trading at a discount to net asset backing; and
in the shares of financial product distributors and other companies with whom it has a relationship.

Offer

The Bidder is offering 3 New Tidewater Shares for every 14 GrowthPlus Shares you hold. The Offer extends to GrowthPlus Shares on issue during the Offer Period and extends to any person who becomes registered or entitled to be registered as the holder of any of your GrowthPlus Shares during the Offer Period including GrowthPlus Shares issued due to the conversion of or exercise of rights attaching to other securities.

No minimum acceptance condition

Whilst the Bidder would prefer to acquire all the GrowthPlus Shares pursuant to the Offer, the Offer is not subject to a minimum acceptance condition that the Bidder acquires any particular minimum percentage Relevant Interest in the total number of GrowthPlus Shares.

Reasons to accept the Offer

Among the reasons for GrowthPlus Shareholders to accept the Offer are:

the Offer is at a material premium to the net asset value of GrowthPlus Shares. The Bidder’s offer of 3 New Tidewater Shares for every 14 GrowthPlus Shares values GrowthPlus Shares at $0.1607 per share, which equates to a market capitalisation of $4.8 million to GrowthPlus. That calculation is based on the closing price of Tidewater Shares quoted on ASX on 22 November 2007 of $0.75. This compares to the last traded price for GrowthPlus Shares prior to the date of this Bidder’s Statement of $0.145;
you will exchange your investment in GrowthPlus for an investment in the Bidder , which will have:
pro-forma shareholders equity of over $17.5 million if Tidewater acquires 100% of the issued capital of GrowthPlus;
interests managing over $100 million of assets for itself and external parties such as the shareholders of Fat Prophets Australia Fund Limited and Cheviot Kirribilly Vineyard Property Group; and
a strategy to grow such businesses in profitable niche areas, using its capital base to seed and invest in its own managed products;

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the Bidder expects to grow its contracted funds under management to between $125 million and $150 million by 30 June 2008 in addition to developing its own assets;
the extensive network of the Tidewater management team enables Tidewater to source a wide array of investment ideas and securities;
you will receive the benefit of the experienced Board and management team of Tidewater which has a proven track record in business management, corporate finance and funds management;
Tidewater believes the exchange of New Tidewater Shares which had a last traded price on 22 November 2007 of $0.75, offers an 11.1% premium to pro-forma NTA per Tidewater Share of $0.675 and is a fair exchange for GrowthPlus Shares , which at the equivalent Offer price of $0.1607 would be at:
an 11% premium to NTA per GrowthPlus Share of $0.145; and
a 11% premium to the traded price of a GrowthPlus Share quoted on the ASX on 30 November 2007

before deducting any costs of the Offer;

the Bidder believes that GrowthPlus’s continued underperformance reflects the current absence of a controlling securityholder that is committed to the financial performance and growth of GrowthPlus;
the Bidder believes acceptance of the Offer will provide a defined strategy and certainty of investment , as opposed to the uncertainties of GrowthPlus where the largest shareholder group, Gulf Resources Limited and its associates continue to put forward no defined strategy for GrowthPlus; and
the Bidder believes that the Offer will be attractive to significant holders of GrowthPlus Shares as it provides the opportunity for them to exit their investment in one line at a price above the volume weighted average price ( VWAP ) for the 10 ASX trading days ending on the date immediately prior to the Announcement Date.

Further information for your consideration

When considering the Offer, you may wish to take into account the following information:

VWAP

The VWAP for the GrowthPlus Shares for the 10 ASX trading days, excluding three days on which GrowthPlus shares did not trade, ending immediately prior to the Announcement Date was $0.13225 per share.

Trading volumes

The average number of GrowthPlus Shares traded per day on the ASX during the 10 ASX trading days, excluding three days on which GrowthPlus shares did not trade, ending immediately prior to the Announcement Date was 17,416 shares.

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Distributions

GrowthPlus has not paid a dividend or distribution since its public listing.

My fellow Directors and I strongly encourage you to read this Bidder’s Statement in its entirety and take advice if necessary, and thereafter hopefully, accept the Offer for all or some of your GrowthPlus Shares.

The Offer is scheduled to close at 5.00pm (Sydney time) on 31 January 2008.

To accept the Offer, please follow the instructions on the Acceptance Form which accompanies this Bidder’s Statement.

If you require additional assistance please contact Andrew Brown at Tidewater Investments Limited on (02) 8258 0011 or the Share Registry to the Offer, Registries Limited, on (02) 9290 9600. Yours faithfully

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Paul Young Non Executive Chairman

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2. Main Features of the Offer

This Section 2 sets out a summary of the main features of the Offer. It is qualified by the detailed information contained in the remainder of the Bidder’s Statement, and in particular, the complete terms of the Offer set out in Section 8 .

The Offer

Tidewater intends to make an offer to acquire all of the GrowthPlus Shares. Section 8 of this Bidder’s Statement contains the terms of the Offer and other information relevant to your decision as to whether to accept or reject the Offer.

Foreign Shareholders

Foreign Shareholders will not receive New Tidewater Shares on acceptance of the Offer. Instead a nominee approved by ASIC will be appointed by the Bidder to receive the New Tidewater Shares to which Foreign Shareholders are entitled. The nominee will then sell those New Tidewater Shares on behalf of the Foreign Shareholders who will receive the proceeds of the sale (less any expenses incurred in giving effect to the sale). Please refer to Section 8 for further details.

Brokerage Costs

If your GrowthPlus Shares are held as:

an Issuer Sponsored Holding in your name and you deliver them to the Bidder, you will not pay any brokerage costs if you accept the Offer; or
a CHESS Holding, you should ask your Controlling Participant (usually your Broker) whether it will charge any transaction fees or service charges in connection with your acceptance of the Offer.

No Stamp Duty

The Bidder has agreed to pay any stamp duty payable on the transfer of any GrowthPlus Shares pursuant to an acceptance of the Offer.

Close of the Offer

The Offer closes at 5.00pm (EST) on 31 January 2008 unless extended or withdrawn in accordance with the Corporations Act.

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How to accept the Offer

You may accept the Offer in respect of some or all of your GrowthPlus Shares.

Please complete and execute the enclosed Acceptance Form in accordance with the instructions on it and return it to either:

Registries Limited Tidewater Takeover Offer Reply Paid 67 Royal Exchange NSW 1224

Registries Limited Tidewater Takeover Offer Level 7, 207 Kent Street SYDNEY NSW 2000

All Acceptance Forms must be received on or before the close of the Offer at the abovementioned time and date.

Effect of acceptance of Offer

If you accept the Offer and it becomes unconditional, you will receive 3 New Tidewater Shares for 14 of your GrowthPlus Shares (including any Rights) in respect of which you have accepted the Offer.

Subject to your statutory rights to withdraw your acceptance in certain circumstances, once you accept the Offer (even while it remains subject to any conditions – see below and Section 8.11(a) ) you will not, in respect of your GrowthPlus Shares in respect of which you have accepted the Offer, be able to:

sell them on market, or
accept any other offer to buy them, or
otherwise deal with your GrowthPlus Shares.

Withdrawal of acceptance of the Offer

You may withdraw your acceptance of the Offer, if:

(a) the Offer is subject to a defeating condition;
(b) the Bidder varies the Offer in a way that postpones for more than one (1) month the time when the Bidder has to meet its obligations under the Offer; and
(c) you are entitled to be given a notice of the variation of the Offer.

To withdraw your acceptance of the Offer, you must:

(a) give the Bidder written notice within one (1) month beginning on the day after the day on which the copy of the notice of the variation was received by you; and
(b) return any consideration received by you for accepting the Offer.

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Conditions of the Offer

The Offer is subject to the conditions set out in Section 8.11.

The conditions of the Offer are:

None of the following events occurring during the Offer Period commencing on 18 December 2007 and ending at the expiration of the Offer Period:
(a) GrowthPlus converting all or any of its shares into a larger or smaller number;
(b) GrowthPlus or a subsidiary of GrowthPlus resolving to:
- (i) reduce its share capital in any way;
- (ii) enter into a buy-back arrangement;
- (iii) approve the terms of a buy-back agreement;
- (iv) issue shares, or grant an option over its shares, or agree to make such an issue or grant such an option;
- (v) issue, or agree to issue, convertible notes;
- (vi) dispose, or agree to dispose, of the whole or a substantial part of its business or property;
- (vii) charge, or agree to charge, the whole or a substantial part of its business or property;
- (viii) be wound up.
(c) neither GrowthPlus or a subsidiary of GrowthPlus during the Offer Period:
- (i) appointing a liquidator or provisional liquidator;
- (ii) being the subject of a court ordered winding up;
- (iii) having an administrator appointed;
- (iv) executes a deed of company arrangement; or
- (v) having a receiver or a receiver and manager, appointed to the whole or a substantial part of the property of GrowthPlus or a subsidiary of GrowthPlus.
As noted in Section 8.9 , in accordance with the provisions of Section 625(3) of the Corporations Act, the Offer is also subject to the conditions that:
(a) an application for admission to Quotation of all the New Tidewater Shares is made within seven (7) days after the start of the Offer Period; and
(b) permission for Quotation of the New Tidewater Shares is granted no later than seven (7) days after the end of the Offer Period.

Because the conditions referred to above and in Section 8.11(a) (other than the condition referred to in Section 8.9 ) are only those conditions prescribed in Section 652C(1) and Section 652C(2) of the Corporations Act, and for so long as the Bidder’s Relevant Interest in Voting Power in the GrowthPlus Shares is at or below 50%, the Bidder will also be permitted under Section 611, Item 2 of the Corporations Act, to make on-market purchases of GrowthPlus Shares during the Offer Period.

Notification Date for Status of Conditions

23 January, 2008 (see Section 8.12 for details)

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Receipt of New Tidewater Shares on acceptance of the Offer

The New Tidewater Shares to which you are entitled on acceptance of the Offer will be issued to you on or before the later to occur of:

one (1) month after the date you validly accept the Offer; or
one (1) month after the date the Offer becomes or is declared unconditional,

and in any event (assuming the Offer becomes or is declared unconditional), no later than 21 days after the end of the Offer Period.

Entitlement to Dividend

Upon your acceptance of the Offer, any dividends that would have been payable in respect of your GrowthPlus Shares that are the subject of that acceptance will be retained by the Bidder unless your acceptance is validly withdrawn, in which case the Bidder will account to you for any dividends that it has received (see Section 8.7(a)(xiii) for details).

If you do not accept the Offer

If the Bidder becomes entitled to acquire all or any of your GrowthPlus Shares compulsorily under the Corporations Act, it intends to do so. If your GrowthPlus Shares are compulsorily acquired, you will receive your New Tidewater Shares later than the GrowthPlus Shareholders who choose to accept the Offer.

If the Bidder does not become entitled to compulsorily acquire your GrowthPlus Shares, you will remain a GrowthPlus Shareholder.

Tax consequences

The major tax implications for Australian resident GrowthPlus Shareholders are summarised in Section 7 . You should read Section 7 carefully and seek professional taxation advice if necessary.

ASX listing

As noted under the paragraph headed “Conditions of the Offer”, Tidewater Shares are quoted on the ASX. Within 7 days after the start of the Offer Period, Tidewater will apply to the ASX for official quotation of the New Tidewater Shares to be issued under the Offer. The Offer is conditional upon permission for admission to quotation being granted by the ASX no later than 7 days after the end of the Offer Period.

Questions

If you have any enquiries about the Offer or its terms, please submit your query in writing to Andrew Brown, Tidewater Investments Limited, GPO Box 4870, Sydney NSW 2001, to facsimile number (02) 9230 0922 or email to [email protected] or consult your financial or other professional adviser.

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3. Profile of Tidewater

3.1 History to 30 June 2006

Tidewater’s securities commenced Quotation by ASX under its original name of Huntleys’ Business Network Limited (“Huntleys”) on 14 April 2000.

As a result of unsatisfactory financial performance following listing, on 12 March 2003 the Directors of Huntleys announced their intention to sell the publishing and database assets of Huntleys and to acquire a private investment company, Loftus Lane Pty Limited, 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 Bidder.

A general meeting of members of the Bidder 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 issued shares in Huntleys through 2 selective buybacks of shares and the consolidation of the remaining Huntleys 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.

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 Quotation of the Company 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.

The funds raised in May 2004 were used to continue the strategy of strategic equity investment. Trent fell into losses in the 2005 and 2006 financial years (to 30 June), primarily as a result of write-downs 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.

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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.

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

In December 2005, the Managing Director of Trent Capital, Andrew Brown became a “key person” on the Australian Financial Services Licence (“AFSL”) of Fat Prophets Funds Management Australia Pty. Limited (“FPFMA”) . FPFMA has a management agreement to manage the ASX listed investment company, Fat Prophets Australia Fund Limited (“ FAT ”) until April 2008. 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 company of the Bidder, namely Tidewater Asset Management Pty. Limited;
changed the name of Trent to “Tidewater Investments Limited” in October 2006; and
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 acknowledgement 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 the exchange of Tidewater Shares for an additional shareholding in 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 all the shares in each of Cheviot Asset Management Pty. Limited and Cheviot Kirribilly Limited, respectively the asset manager and Responsible Entity of the $46 million ASX listed stapled entity, Cheviot Kirribilly Vineyard Property Group (“CKP”) . The purchase was completed on 30 November 2007 through the payment by Tidewater of $500,000 and the issue of 645,161 Tidewater Shares at an imputed price of $0.775 per share to the vendor, Cheviot Bridge Limited.

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

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3.3 Tidewater’s Business Model

Including a debt facility from National Australia Bank Limited, the Bidder currently has an equity and debt capital base of approximately $15,000,000. The Company aims to employ this capital in a manner that will assist the growth of annuity income streams. The aim of doing so is to create a goodwill component in the pricing of Tidewater shares above their net asset value, reflecting the contractual management rights held by the Bidder and its access to capital markets and other investors.

This dovetails with Tidewater’s corporate vision – that of a “ boutique investment manager focusing on tailored niche products… where we align our interests by co-investing in selected opportunities and partnering with like minded enterprises .” This vision ensures that Tidewater has a genuine role as a public company by marrying together a capital base and access to capital markets with specialist investment skills and niche product design.

Tidewater uses its capital in three main areas:

(a) agency funds management

Tidewater invests in products or company’s with whom it has a contractual relationship or where it uses its capital to seed new funds and products. Tidewater currently owns 1,741,346 shares of FAT, equivalent to 5.3% of the issued capital of FAT. Tidewater also invested $700,000 to seed the commencement of the Tidewater Share Income Fund (“TSIF”) , an open ended unit trust product with a minimum investment of $20,000 where Equity Trustees Limited acts as the Responsible Entity. TSIF aims to generate a dividend yield of between 5-7% from a portfolio of ASX listed shares. Tidewater is also using its resources to purchase Cheviot Asset Management Pty. Limited and Cheviot Kirribilly Limited, respectively the asset manager and Responsible Entity of the $46 million ASX listed stapled entity, CKP. On 26 November 2007, Tidewater Asset Management Pty. Limited announced it was underwriting a $3.18million renounceable rights issue on behalf of CKP.

(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. In the main, these investments have focused on four areas – equity investments companies, fixed interest investment companies, property investment companies and alternative asset classes. In this respect, and by way of example, Tidewater holds securities of First Opportunity Fund (18% stake, an investment company managed by Investec Wentworth), Peters MacGregor Investments Limited, a listed investment company ( LIC ) investing in overseas equities, Souls Private Equity Limited, an LIC with listed and private equity investments and Desane Group Holdings Limited, a specialist inner western Sydney commercial property owner.

(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 Aequs Capital Limited (12.3% stake, a stockbroking holding company), Cheviot Bridge Limited (10% stake), and 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.

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3.4 Directors

Details of the background of the Directors are set out below:

Paul Antony Young (Non-Executive Chairman)

Paul Young is the co-founder and a director of Baron Partners Limited, a well established corporate advisory business and has been in merchant banking in Australia for over 20 years. Paul has a degree in economics from the University of Cambridge and is also qualified as a Chartered Accountant in the United Kingdom. Paul is the Chairman of the Tidewater Audit Committee.

During the past three years, Paul has served as a Director of the following other public companies:

Ambition Group Limited (non-executive Director – ongoing)
Thomas and Coffey Limited (non-executive Director – ongoing)
Peter Lehmann Wines Limited (Deputy Chairman – ongoing)
Sapex Limited (non-executive Director – ongoing)

Andrew John Brown (Managing Director)

Andrew Brown has 27 years experience in the Australian equity market as a stockbroker, funds manager and corporate investor. He holds an honours degree majoring in Economics and Econometrics from the University of Manchester, England in 1980, and completed the Senior Management Development Program at Australian Graduate School of Management in 2001.

After an initial period in funds management with Prudential Portfolio Managers in London, he spent the next five years stockbroking in London, New York and Melbourne, writing and marketing research on Australian shares, including a number of special situations, with particular emphasis on entrepreneurial companies.

In 1987, Andrew immigrated to Australia, and joined Natcorp Holdings Limited as Investment Manager, responsible for provision of detailed analysis pertaining to potential listed company acquisitions and investments.

From late 1988 until April 1994, Andrew returned to stockbroking with Baring Securities (Australia) Limited, later joining County NatWest Securities Australia Limited and ANZ McCaughan Securities. During this period, Andrew was a highly rated banking and insurance analyst, as well as latterly focusing on smaller company research.

In 1994 he joined AMP Investments Australia’s Separately Managed Portfolio team, helping to manage over $2 billion of Australian equity investments. With two colleagues, Andrew helped to pioneer the successful “capital approach” investment style.

In September 1997, after joining Rothschild Australia Asset Management Limited as Head of Equities, Andrew helped engineer significant equity process and cultural change, resulting in a major improvement in investment performance until the middle of 2002. After being an integral part of the rebuilding of the business, which was then acquired by Westpac Banking Corporation in June 2002, he departed from the successor company, Sagitta Wealth Management Limited, in January 2003.

Andrew has a particular specialisation in the analysis of financial services companies, and of smaller companies generally.

page 13

During the past three years, Andrew has served as a Director of the following other public companies:

Aequs Capital Limited (non-executive Director – ongoing)
Cheviot Bridge Limited (non-executive Director – ongoing)
Enerji Limited (non-executive Director – ongoing)
Fat Prophets Australia Fund Limited (non-executive Director – ongoing)
Goldlink GrowthPlus Limited (non-executive Director – ongoing)
Mariner Wealth Management Limited (appointed 6 March 2003; resigned 26 October 2006)
Phoenix Development Fund (appointed 6 March 2003; resigned 23 September 2005 )
Retail Star Limited (appointed 2 August 2004; resigned 15 August 2006)
Signature Brands Limited (appointed 9 December 2004; resigned 14 July 2006)
Snowball Group Limited (appointed 26 June 2003; resigned 9 October 2007)

Stephen Murray Roberts (Non-Executive Director)

Steve Roberts is a co-founder, and former Director and General Manager of Link Recruitment Pty. Limited, a specialist recruitment business established in 1986. A majority of shares in the Link business was sold to Select Appointments plc in 1999, subsequently acquired by the Dutch based Vedior. Steve has significant experience in business development, strategic planning and the management expertise gleaned from organically growing an enterprise from scratch to over 250 employees. Steve retired from Link in March 2007. Steve is a member of the Tidewater Audit Committee.

3.5 Tidewater’s Historical Financial Results

Tidewater’s earnings can be broken down into three components:

Operating earnings from fees earned less expenses

Fees are earned from funds management contracts, director’s fees and other underwriting and advisory type activities. Expenses relate to employees, consultants, rental, Director’s fees paid, legal costs and other office running expenses;

Realised gains on the sale of investments

Realised profits(losses) occur when investments are sold above (below) fair value (see below) struck at the end of an accounting period adjusted for the cash cost of subsequent purchases;

Net interest and dividends

Tidewater pays borrowings costs to its main financier in the form of fees and interest, but receives interest from loans to third parties and bank deposits;

Change in fair value of investments

Tidewater marks its investment portfolio to fair value (effectively market value) in each accounting period and brings to account the unrealised gain or loss in each period through its periodic income statement

page 14

The following table dissects Tidewater’s pre-tax profit over the last eight half-year periods into these four contributions:

Table I: Apportionment of Tidewater’s pre tax profit by half year: 2004 - 2007

			Net	Realised	Change in
Fiscal years	Operating	Realised	interest &	Investment	fair value of	Pre tax
ending June	profit	gains	dividends	return	investments	Profit
$	(A)	(i)	(ii)	(i) + (ii) =(B)	(C)	(A+B+C)
H1 2004*	(230,644)	270,729	45,520	316,249	776,867	862,472
H2 2004*	(136,114)	385,961	(12,887)	373,074	(824,412)	(587,452)
H1 2005	(198,291)	616,556	15,811	632,367	1,544,302	1,978,378
H2 2005	(94,440)	(429,425)	(81,175)	(510,600)	(3,401,845)	(4,006,885)
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

AGAAP accounting adjusted onto AIFRS basis; other years AIFRS originated accounts

3.6 Tidewater’s Financial Position as at 31 October 2007

In Tidewater’s 2007 Annual Report and Financial Statements (page 6), the Company published details of its principal investment portfolio and a reconciliation to the stated consolidated balance sheet of the Company as at 30 June 2007. The table below restates this description and provides an update as at 31 October 2007. All figures as at 31 October 2007 are taken from unaudited management accounts (“UMA”).

The major changes have been:

an increase in value of Tidewater’s shareholding of Dark Blue Sea Limited by approximately $470,000;
a decrease in value of the shareholding in Cheviot Bridge Limited by some $287,000 after accounting for the cost of new purchases;
a decrease in value of the shareholding in Aequs Capital Limited of approximately $170,000;
sales of shares in Pelorus Property Group, Coonawarra Australia and ING Private Equity Access realising aggregate net sale proceeds of $1,087,355 and an aggregate accounting loss of $52,870;
a subscription of $700,000 to the Tidewater Share Income Fund; and
a payment of a fully franked dividend of 2.5 cents per Tidewater Share involving the payment of $434,171 of Tidewater’s cash.

At 31 October 2007 based on UMA, Tidewater’s principal investments individually having a value over $100,000 were valued at $13,765,681 and are illustrated in Table II, together with a comparison to the holdings at 30 June 2007.

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Table II: Tidewater’s principal investments valued over $100,000 at 30 June 2007 and 31 October 2007

	As at 30 June 2007	As at 30 June 2007	As at 31 October 2007	As at 31 October 2007
	shares held	value	shares held	value
Fat Prophets Australia Fund	1,741,346	$1,834,134	1,741,346	$1,816,912
Listed Investment Company
Aequs Capital Limited	4,333,870	$1,628,755	4,333,870	$1,457,307
Stockbroking holding company
Dark Blue Sea Limited	1,642,109	$1,396,679	1,642,109	$1,867,653
Ownership and sale of domain names
Cheviot Bridge Limited	8,524,280	$1,222,424	10,041,650	$1,142,087
Wine distribution, vineyard services, asset management
Snowball Group Limited	1,506,975	$1,192,319	1,506,975	$1,147,607
Financial planning & related services
First Opportunity Fund	1,677,741	$912,607	1,838,731	$1,018,363
Investment Company
Pelorus Property Group	1,335,864	$819,125	-	-
Property services,structuring and management
HJB Group Limited	2,738,331	$690,593	2,738,331	$501,019
Recruitment services
WRF Securities	1,593,167	$677,526	1,593,167	$724,795
Property funds management
Peters MacGregor Investments	663,476	$669,301	663,476	$649,616
Listed Investment Company
Landmark White	691,621	$444,609	691,621	$485,469
Property valuation services
Konekt Limited	2,467,717	$390,492	3,862,505	$592,103
Rehabilitation/OH&S management
Souls Private Equity	1,500,000	$363,458	1,500,000	$333,788
Listed Investment Company
Desane Group Holdings	395,666	$301,312	395,666	$301,312
Property ownership & development
Coonawarra Australia P.T.	364,297	$199,961	-	-
Vineyard ownership
Global Masters Fund	179,364	$192,551	201,151	$188,947
Listed Investment Company
Enerji Limited	5,052,903	$164,912	5,052,903	$153,771
Investment company
Simon Gilbert Wines	2,600,100	$146,575	2,600,100	$141,432
Wine industry
National Leisure & Gaming	350,000	$126,345	150,000	$29,670
Hotel leasehold & management
ING Private Equity Access	110,000	$109,878	-	-
Listed Investment Company
Tidewater Share Income Fund	-	-	700,000	$715,120
Unlisted unit trust
Goldlink GrowthPlus	546,642	$83,799	2,435,162	$337,173
Listed Investment Company
Datasquirt Limited	-	-	166,667	$161,537
Communications software
TOTAL(shareholdings valued over$100,000)		$13,567,355		$13,765,681

page 16

These investments can be reconciled to Tidewater’s Shareholders funds of just over $12,600,000 as at 31 October 2007 based on UMA, to give a net tangible asset backing per Tidewater Share of 72.7cents on the basis of information presented in Table III:

Table III: Reconciliation of Tidewater’s principal investments and shareholders funds at 30 June 2007 and 31 October 2007

	As at 30June 2007 As at 31 October 2007
Individual investments above $100,000 Individual investments below $100,000 TOTAL SHARES & UNITS Cash assets Loans to other entities Net receivables Other assets Borrowings NET ASSETS/SHAREHOLDERS EQUITY Issued shares	$13,567,354 $13,765,681 $312,495 $194,420
	$13,879,849 $13,960,101
	$1,490,970 $609,875 $241,495 $250,975 $48,273 $181,842 $107,300 $118,985 ($2,500,000) ($2,500,000)
	$13,267,887 $12,621,778
	17,366,841 17,366,841
NTA/ Tidewater Share	$0.764 $0.727

On 18 September 2007, Tidewater announced that it had agreed to acquire all the issued shares in each of Cheviot Asset Management Pty. Limited and Cheviot Kirribilly Limited, being respectively the asset manager and Responsible Entity of the $46 million ASX listed stapled entity, Cheviot Kirribilly Vineyard Property Group. This purchase was completed on 30 November 2007 and involved Tidewater paying the vendor of the businesses, Cheviot Bridge Limited, consideration of $500,000 cash and $500,000 through the issue of 645,161 Tidewater Shares at an imputed price of $0.775 per Tidewater Share.

3.7 Public announcements by Tidewater

As a disclosing entity, Tidewater is subject to regular reporting and disclosure obligations. Copies of documents lodged with ASIC in relation to Tidewater may be obtained from or inspected at an office of ASIC.

Nonetheless, Tidewater will, on request, make available free of charge to GrowthPlus Shareholders during the Offer Period:

(a) the annual financial report for Tidewater for the year ended 30 June 2007; and
(b) any continuous disclosure notices given by Tidewater to the ASX in the period between lodgment of the financial report referred to in (a) above and lodgment of this Bidder’s Statement with ASIC.

Since the release of Tidewater’s 2007 annual financial report on 6 August 2007, the following material notices have been given by Tidewater or released on Tidewater’s behalf by other organisations to the ASX:

page 17

Announcement date	Headline
16 August 2007	Change of Director`s Interest Notice (Paul Young)
16 August 2007	Change of Director`s Interest Notice (Stephen Roberts)
22 August 2007	Becoming a substantial holder for Goldlink GrowthPlus Limited
29 August 2007	Change of Director`s Interest Notice (Andrew Brown)
30 August 2007	Notice of Annual General Meeting/Proxy Form
6 September 2007	Change in substantial holding for Konekt Limited
10 September 2007	Change in substantial holding for Goldlink GrowthPlus Limited
	Change in Ownership of Asset Manager and Responsible Entity of Cheviot Kirribilly
18 September 2007	Vineyard Property Group
18 September 2007	(lodged by Cheviot Bridge Limited) Sale of Asset Management Business
24 September 2007	(lodged by GoldLink GrowthPlus Limited) Receipt of Corporate Proposal
	(lodged by GoldLink GrowthPlus Limited) Managers Termination and Board
3 October 2007	Restructure
9 October 2007	Change in substantial holding for First Opportunity Fund Limited
12 October 2007	Clarification of Strategy for Goldlink GrowthPlus Limited
17 October 2007	(lodged by Takeovers Panel) GoldLink Growth Plus Ltd
18 October 2007	(lodged by Takeovers Panel) GoldLink GrowthPlus Limited
25 October 2007	Results of Annual General Meeting
25 October 2007	Managing Director`s Commentary to AGM
20 November 2007	Intention to make takeover offer for Goldlink GrowthPlus Limited
21 November 2007	(lodged by GoldLink GrowthPlus Limited) Directors’ Statement re Takeover
	(Lodged by Cheviot Kirribilly Vineyard Property Group) : CKP – Vineyard Acquisition
26 November 2007	and Fundraising
26 November 2007	Change in substantial holding for Goldlink GrowthPlus Limited
29 November 2007	Change in substantial holding for Goldlink GrowthPlus Limited
3 December 2007	Change of Share Registry Address
3 December 2007	Completion purchase/sale of asset management business
3 December 2007	Appendix 3B: Issue of shares to Cheviot Bridge Limited

page 18

3.8 Trading Performance

Tidewater Shares are presently quoted on ASX. The following table sets out the high and low price for Tidewater Shares and volume of Tidewater Shares traded on ASX for the periods indicated. Trading information has not been provided for prior months as the business conducted by Tidewater in that period does not reflect the business presently conducted.

Table IV: Trading ranges and volumes of Tidewater Shares on ASX

	Period	High	Low	period VWAP	period volume
		$	$	$	shares
July 2003 – December 2003		$1.20	$0.95	$1.0631	570,716
January 2004 – June	2004	$1.10	$0.75	$0.9793	606,403
July 2004 – December 2004		$1.03	$0.82	$0.9504	446,938
January 2005 – June	2005	$1.00	$0.61	$0.7792	1,193,478
July 2005 – December 2005		$0.70	$0.61	$0.6595	590,867
January 2006 – June	2006	$0.70	$0.51	$0.5808	936,332
July 2006 – December 2006		$0.70	$0.45	$0.5773	276,945
January 2007		$0.80	$0.66	$0.7456	15,450
February 2007		$0.80	$0.65	$0.6666	31,593
March 2007		$0.72	$0.66	$0.7012	387,852
April 2007		$0.71	$0.70	$0.7003	56,892
May 2007		$0.85	$0.65	$0.6915	51,942
June 2007		$0.77	$0.75	$0.7585	43,932
July 2007		$0.94	$0.75	$0.8928	1,614,266
August 2007		$0.85	$0.75	$0.8171	459,977
September 2007		$0.79	$0.74	$0.7525	8,000
October 2007		$0.80	$0.75	$0.7798	19,476
November 2007		$0.75	$0.75	$0.7500	6,300

The last recorded sale price for Tidewater Shares on ASX before the date of this Bidder’s Statement was $0.75, being on 22 November, 2007.

3.9 Capital Structure

The Tidewater share structure as at the date of this Bidder’s Statement is as follows:

Tidewater Shares	Number	Percentage of
		Tidewater Shares
Andrew John Brown (relevant interest)	4,147,221	23.9%
Tidewater Shares held by non-executive Directors	1,984,395	11.4%
Contango Asset Management Limited	1,538,500	8.9%
Wilson Asset Management (International ) P/L	1,429,975	8.2%
Mrs. Stephanie Phillips	1,249,862	7.2%
Victor John Plummer	1,025,406	5.9%
Other shares held by public	5,991,482	34.5%
Total issued share capital	17,366,841	100.0%

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In addition to the above shares, Tidewater has 1,792,316 listed Options on issue which are quoted on ASX under the symbol “TDIO”. Each Option is exercisable into one (1) Tidewater Share at any time on or before 31 May 2009 at an exercise price of $1.25 per Option. Upon exercise, as well as the Tidewater Share, each Optionholder will receive a second Option (“Secondary Option”) which is exercisable at a price of $1.50 at any time before 31 May 2014.

In addition to these Options, there are 100,000 unlisted Options on issue which are exercisable at $0.90 at any time on or before 30 June 2008, all of which are held by Baron Partners Limited.

None of the above Options have been included in the table of capital structure since they are all antidilutionary i.e. they have exercise prices materially above the current Quoted price and NTA of a Tidewater Share.

3.10 Tidewater Substantial Shareholders

As at the date of this Bidder’s Statement, Tidewater has been notified of 7 shareholders and their Associates each hold Relevant Interests in Tidewater Shares that are in excess of 5% of the total number of Tidewater Shares. They are detailed as follows:

Relevant Interests and Registered Holders	Number of Tidewater Shares	% held
Andrew John Brown(Bidder Director) *Registered holders:* A. Brown and Company Pty. Limited (1,396,581 shares) Andrew John Brown (860,956 shares) Abron Management Services Pty. Limited (1,026,815 shares) Donna Ann Brown (524,781 shares) L,T and M. Brown Investments Pty. Limited(338,088 shares)	4,147,221	23.88
Contango Asset Management Limited *Registered holder:* RBC Dexia Investor Services Australia Nominees Pty. Limited (1,538,500 shares)	1,538,500	8.86
Wilson Asset Management (International) P/L *Registered holders:* Invia Custodian Pty. Limited (925,322 shares) Invia Custodian Pty. Limited (504,653 shares)	1,429,975	8.23
Mrs. Stephanie Phillips	1,249,862	7.20
Victor John Plummer	1,025,406	5.90
Stephen Murray Roberts(Bidder Director) *Registered holders:* Rolin Pty. Limited (2,500 shares) S&MJ Roberts ATF Dover Downs Pension Fund A/C(450,569 shares) S&MJ Roberts ATF Roberts Pension Fund A/C (539,011 shares) Stephen Roberts (10,192 shares)	1,002,272	5.77
Paul Antony Young(Bidder Director) *Registered holders:* Clapsy Pty. Limited (881,102 shares) TCL Employee Share Plan Managers Pty. Limited (101,021 shares)	982,123	5.66

page 20

3.11 Range of Tidewater Shareholdings

As at 3 December, 2007 there were 17,366,841 Tidewater Shares on issue held by 403 Tidewater Shareholders.

The distribution of Tidewater Shares as at 3 December 2007 - the day immediately before the date of this Bidder’s Statement - was as follows:

	Number of
Range	Tidewater Shares	Number of Holders	%
1-1,000	84,587	176	0.49
1,001-5,000	326,743	100	1.88
5,001-10,000	235,570	31	1.36
10,001-100,000	1,644,809	62	9.47
100,001-over	15,075,132	34	86.80
TOTAL	17,366,841	403	100.00

The top 20 shareholders of Tidewater as at 3 December 2007 - the day immediately before the date of this Bidder’s Statement - was as follows:

	Number of
	Tidewater Shares	% Held
RBC Dexia Investor Services Australia Nominees	1,538,500	8.86%
A. Brown and Company Pty. Limited	1,396,581	8.04%
Mrs Stephanie Phillips	1,249,862	7.20%
Victor John Plummer	1,246,267	7.18%
Abron Management Services Pty. Limited	1,026,815	5.91%
Invia Custodian Pty. Limited	925,322	5.33%
Andrew John Brown	860,956	4.96%
Clapsy Pty. Limited	712,008	4.10%
Pilrift Pty. Limited	577,685	3.33%
Donna Ann Brown	524,781	3.02%
Invia Custodian Pty. Limited	504,653	2.91%
Christopher Arthur Malin & Mrs Gabrielle Eve Malin	456,762	2.63%

Stephen Roberts & Mrs Megan Roberts <Dover Downs Super Fund	450,569	2.59%
A/C>
Mr. Stephen Roberts	414,011	2.38%
Pacific Gold Resources	350,000	2.02%
L, T and M. Brown Investments Pty. Limited	338,088	1.95%
Clapsy Pty. Limited	318,245	1.83%
Pethol (Vic) Pty. Limited	282,631	1.63%
Clapsy Pty. Limited	275,849	1.59%
Sanolu Pty. Limited	230,000	1.32%

page 21

3.12 Tidewater’s Interests in GrowthPlus

Pre-Offer Acquisitions

Other than as stated in Section 4.8 below in relation to the shareholding of Discount Assets Limited, a wholly owned Subsidiary of the Bidder, neither the Bidder nor any Associate of the Bidder has acquired any Relevant Interest in any GrowthPlus Shares, prior to the commencement of the Offer Period.

The Bidder’s Relevant Interest in GrowthPlus Shares

Details of the Bidder’s Relevant Interests in GrowthPlus Shares are set out in the table below:

Class of securities	Total number in class	Relevant Interest of Bidder immediately before Bidder’s Statement lodged with ASIC	Relevant Interest of Bidder immediately before first Offer sent
Ordinary	30,000,001	3,833,250	3,833,250

The Bidder’s Voting Power in GrowthPlus Shares

The Bidder’s Voting Power in GrowthPlus Shares as at the date of this Bidder’s Statement was 12.78%. The Bidder’s Voting Power in GrowthPlus Shares as at the day immediately before the date of the Offer was 12.78%.

Consideration provided for GrowthPlus Shares during the previous four (4) months

Except as set out in this Section 3.12 and in Section 9.5, , in the four (4) months ending on the day immediately before the date of the Offer, neither the Bidder nor any Associate of the Bidder provided, or agreed to provide, consideration for any GrowthPlus Shares under a purchase or agreement.

3.13 Corporate Governance Policies

In March 2003, the ASX Corporate Governance Council issued the Principles of Good Corporate Governance and Best Practice Recommendations as a guide to the top 500 ASX listed companies (“ Principles ”). The guidelines were reviewed as at 31 March 2004 by the Implementation Review Group and some relaxations agreed particularly in respect to the application of those Principles to non top 300 ASX listed companies. On 2 August 2007, the ASX Corporate Governance Council issued a revised edition of the Principles entitled “Corporate Governance Principles and Recommendations”. The revised Principles take effect in the first financial year on or after 1 January 2008.

During the year to 30 June 2007, Tidewater comprised two Non Executive Directors (including the non Executive Chairman) and one Managing Director, an investment manager (for part of the year) who also acted as the Company Secretary (for the full year) and an additional investment manager responsible for wholesale funds management. The Company also engages a part time distribution manager and a part time accountant.

page 22

The Company is a small company with a strong commitment to containing costs. This commitment, when related to the relatively small size of the Company, makes it difficult to fully implement all of the Principles. However, all of the Board and staff are very experienced company officers and are well aware of their responsibilities and obligations to and on behalf of the Company, to the Tidewater Shareholders and to all other stakeholders.

The Directors are very conscious of the content and intent of the ASX Principles of Good Corporate Governance and Best Practice Recommendation. The Board has adopted several policy documents which together address all of the ASX Principles of Good Corporate Governance and Best Practice Recommendations. These are:

1. Charter for the Board of Directors

The Charter is a composite document which deals with all of the Principles. The relevant references in the Charter are noted under each of the Principles listed below.

2. Directors’ Code of Conduct

The Code is relevant to several of the Principles and the following is a summary:

Directors must act honestly, in good faith and in the best interests of the Company as a whole at all times.
Directors have a duty to use due care and diligence in fulfilling the functions of the office and exercising the powers attached to that office.
Directors must always use the powers of the office for a proper purpose.
Directors must recognise that their primary responsibility is to the Company’s securityholders as a whole but should, where appropriate, have regard for the interests of all stakeholders of the Company.
Directors must not make improper use of information acquired as a Director.
Directors must not allow personal interests, or the interests of any associated person, to conflict with the interests of the Company.
Directors have an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.
Confidential information received by a Director in the course of the exercise of his or her duties remains the property of the company from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that company, or required by law.
Directors should not engage in conduct likely to bring discredit upon the Company.
Directors have an obligation, at all times, to comply with the spirit, as well as the letter of the law and with the principles of this Code.
Directors have an obligation to ensure that the continuous and periodic disclosure requirements as set out in the Listing Rules are adhered to at all times.

The policy also includes detailed guidelines for interpretation of the principles of the Code.

ASX Principles of Good Corporate Governance

The following is a summary of the 10 Principles of Good Corporate Governance together with comments on, and extracts from, the policies adopted by the Company which demonstrate how compliance will be achieved.

page 23

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

The Directors’ Code of Conduct summarised above is relevant to this Principle. The Charter for the Board of Directors details the following requirements:

the role of the Board;
the Board structure;
the skills required on the Board;
the Director’s general roles;
duties to the Company;
duties to securityholders;
duties to creditors;
duties to other stakeholders;
due diligence;
conflicts of interest;
uses of information; and
professional integrity.

At the date of this Bidder’s Statement, the Board comprises a Non Executive Chairman, a Non Executive Director and a Managing Director. Section 3.4 provides the details of the Directors in office during the year together with their respective experience, expertise and qualifications.

Non Executive Directors are independent of management, have (together with their Associates) a substantial shareholding (i.e. over 5%) and have other relationships with management and the Company which result in them being required to stand aside from certain deliberations as a result of a conflict of interest.

Under the terms of the Principles, independent directors are independent of management, do not have a substantial shareholding and are free from any business or other relationship which could materially interfere with the exercise of their judgement. The Company presently has no independent Directors. In light of the size and activities of the Company, the Directors do not see any advantage in appointing additional directors who would be independent under the Principles, or otherwise re-structuring the Board, at this time.

Appointment and Retirement of Non Executive Directors

It is the Board’s policy to determine the terms and conditions relating to the appointment and retirement of Non Executive Directors on a case by case basis and in conformity with the requirements of the Listing Rules and the Corporations Act.

Operations of the Board

The Board is responsible for all aspects of the management of all members of the Bidder Group. The Board guides and monitors the businesses and affairs of the Bidder Group on behalf of the securityholders and is committed to achieving and demonstrating the highest suitable standards of corporate governance commensurate with the size of the Bidder Group and the nature of the businesses that its members conduct.

page 24

Board Responsibilities

As the Board acts on behalf of, and is accountable to, all Tidewater Shareholders, the Board seeks to satisfy their financial and management expectations, as well as all other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.

The Board appoints a Managing Director and the responsibility for the operation and administration of the Company is delegated to that person. The Board has in place proper procedures to assess the performance of the Managing Director and to ensure that the person is appropriately qualified and experienced to discharge their responsibilities.

The Board is responsible for ensuring that management’s objectives, activities and outcomes are aligned to the expectations vision and business risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved including detailed reports to, and reviews by, the Board.

Board Policies

Board policies or obligations have been established in the following areas:

continuous disclosure;
dealing in securities;
related party dealings;
conflict of Interest;
crisis management;
external advice;
significant business risks;
ethical standards; and
release of information.

Chairman and Managing Director

The Chairman is responsible for leading the Board, ensuring Directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions, managing the Board’s relationship with Tidewater Shareholders and managing the Board’s relationship with the Company’s executives.

The Managing Director is responsible for implementing the Company’s strategies and policies, achieving the Company’s objectives and managing the business of the Company.

Board Committees

Establishment of Board committees is commensurate with the size of the Company and is as follows:

• Audit Committee

At the date of this statement, the members of the Audit Committee are Paul Young (Chairman of the Audit Committee) and Stephen Roberts.

Full compliance with the Principles requires three members including an independent Chairman. This will not be achieved unless the Board resolves to appoint an independent Director/Chairman. The Directors believe that at this stage of the Company’s development, there would not be any advantage in appointing any additional director.

page 25

• Remuneration Committee and Nomination Committee

Having regard to the relatively small size of the Company, the duties of a Remuneration Committee and Nomination Committee are handled by the full Board.

Directors’ Access to Independent Professional Advice

It is the Board’s policy that any committees established by the Board should:

be entitled to obtain independent professional or other advice at the cost of the Company, unless the Board determines otherwise;
be entitled to obtain such resources and information from the Company including direct access to employees of and advisers to the Company as they might require; and
operate in accordance with terms of reference established by the Board.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

The composition of the Board is determined in accordance with the following principles and guidelines:

the Board shall comprise not less than three Directors nor more than such number as the Directors may determine at any time;
the Chairman should preferably be an independent or at least a Non Executive Director;
the Board shall comprise Directors with a diverse and appropriate range of qualifications and expertise and in the event of retirement of a Director with particular expertise, the Board will seek to appoint a Director with skills and experience to balance the needs of the Board in the operations of the Company; and
the Board shall meet at least quarterly and follow meeting guidelines established to ensure that all Directors are made aware of, and have available all necessary information in a timely manner, to participate in an informed discussion of all agenda items.

The Directors in office at the date of this Bidder’s Statement are:

Non Executive Chairman : Paul Young Managing Director : Andrew Brown Non Executive Director : Stephen Roberts

The Directors are elected or re-elected (on a rotational basis) at the Company’s Annual General Meeting. Details of the members of the Board, their experience, expertise and qualifications are set out in Section 3.4.

PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

The Directors’ Code of Conduct above is structured to promote ethical and responsible decision making throughout the Company. The Code is reinforced by the Charter for the Board of Directors which details the role and responsibilities of the Directors and includes specific requirements for ethical behaviour at all levels. In addition, the Company has adopted specific guidelines and procedures to be adopted when considering related party dealings and conflicts of interest.

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PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Detailed terms of reference for the Audit Committee have been adopted. In addition, the Charter for the Board of Directors sets out the membership and responsibilities of the Audit Committee as follows:

The Audit Committee should comprise at least one independent Director who should chair the meetings and should not contain any executive directors. This will not be achieved unless the Board resolves to appoint an independent Director/Chairman. The Directors believe that at this stage of the Company’s development, there would not be any advantage in appointing any additional director. The Committee’s responsibilities are to:

review the adequacy of systems and standards of internal control with emphasis on risk management, financial reporting procedures and compliance;
review proposed announcements of financial results, financial statements, management questionnaires and external audit reports in advance of the Board;
receive any information it requires from management;
report its findings and recommendations directly to the Board; and
provide a direct link from the Board to the external auditor, the nomination of the external auditor and reviewing the adequacy of the scope and quality of the annual statutory audit and half year audit review.

The Audit Committee meets separately with the auditors as required from time to time to discuss the audit reviews and reports, to ensure that there are no outstanding issues and to assess the auditor’s continuing independence.

The Company’s auditor is invited to attend the Annual General Meeting and be available to answer any questions the Securityholders may care to ask in respect to the financial statements of the Company.

In the 2007 financial year, the Managing Director has provided a statement to the Board in writing with respect to the integrity of the financial statements and the efficient and effective operation of the risk management and internal compliance and control systems.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

The Board has always been very conscious of its disclosure obligations and has adopted a detailed continuous and periodic disclosure policy. Disclosure obligations are also contained in the Charter for the Board of Directors.

All Directors and the Company Secretary are responsible to ensure that this disclosure policy is adhered to. The Managing Director works with the Chairman in dealing with media contact and any external communications.

Current and archived news items announced by the Company are available free of charge at www.asx.com.au.

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PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

The Board is committed to ensuring that the Tidewater Shareholders are at all times provided with information sufficient to allow effective monitoring of the Company’s performance by means of:

the annual report which is distributed to Tidewater Shareholders (at their election);
the half yearly report;
periodic reports and special reports when matters of material interest arise;
the annual general meeting and other meetings called to obtain approval of any Board action as required; and
continuous disclosure.

The Directors’ Code of Conduct and the Charter for the Board of Directors both support this principle.

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

The Audit Committee Terms of Reference include a requirement for that Committee to review and monitor the risk management practices and activities of the Company. Also, the risk management responsibilities of the Board and management are dealt with in detail in the Charter for the Board of Directors.

PRINCIPLE 8: ENCOURAGE ENHANCED PERFORMANCE

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all Directors is reviewed annually by the Chairman. The Board reviews the performance of the Chairman.

The Board reviews the performance of the Managing Director on an annual basis.

Staff are performance appraised by the Managing Director on an annual basis and their remuneration is structured to reward enhanced performance.

The communication of information to investors to facilitate monitoring of the performance of the Company is set out under Principle 6.

PRINCIPLE 9: REMUNERATE FAIRLY AND RESPONSIBLY

The duties and responsibilities of a Remuneration Committee are detailed in the Charter for the Board of Directors. The full Board handles those duties and responsibilities at this time and ensures that the remuneration practices of the Company are fair and reasonable and structured to encourage enhanced performance.

Directors Remuneration

If an Executive Director is appointed, suitable remuneration will be approved by the Board.

The maximum aggregate amount of Non Executive Director’s fees must be approved by the Company in a general meeting.

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PRINCIPLE 10: RECOGNISE LEGITIMATE INTERESTS OF SHAREHOLDERS

The Directors’ Code of Conduct detailed at the beginning of this section strongly supports the recognition of the legitimate interests of all Shareholders as does the supporting information for Principle 1. The Charter for the Board of Directors also supports the interests of all stakeholders in the Company.

In addition, the Company has adopted a specific Directors and Officers share trading policy.

Governance and Policy Reviews

The corporate governance practices of the Company will be continually reviewed in accordance with the standards required of the Company, to ensure that the highest appropriate governance standards are maintained. The statement of corporate governance is available from the Company upon request in writing.

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4. Profile of GrowthPlus

4.1 Overview

GrowthPlus was incorporated on 8 November 2004 as a proprietary company, converting to public company status on 19 May 2005. On 23 May 2005, GrowthPlus, in the course of its initial public offering, issued a prospectus to raise up to $25,000,000 by offering to issue 25,000,000 shares at a price of $1.00 each. These monies were to be applied by GrowthPlus in its pursuit of its investment objectives, with allowance for the issue of up to a further 5,000,000 shares at $1.00 each in oversubscriptions.

GrowthPlus aimed to benefit from the expertise of its manager, Goldlink Capital Asset Management Limited (“Goldlink”) which was appointed to manage GrowthPlus’ investment strategy under a management agreement dated 21 April 2005. GrowthPlus and Goldlink agreed to terminate the management agreement on 2 October 2007. Goldlink aimed to use its expertise in the gold bullion markets making use of inefficiencies in gold hedging, leasing rates and cash interest rates to benefit from arbitrage opportunities in the gold forward market. Goldlink had successfully managed a predecessor company, IncomePlus Limited since 1999. IncomePlus Limited listed on the ASX in late 2003.

As a generalisation, GrowthPlus’ strategy was to borrow gold bullion over short time periods, with the aim of lending it long term at more advantageous rates. This strategy only worked in a bullion market in contango i.e. where the forward price of gold bullion was greater than the spot price. To capture true arbitrage opportunities, GrowthPlus hedged its longer term “sold” positions through the purchase of gold forwards and gold call options. Whilst a number of variables would necessarily impact on this complex arbitrage strategy, low short term gold lease rates - being the rate paid to central banks to borrow bullion - were generally to the advantage of the strategy.

Gold call options, like call options over any other asset, have five main independent influences on pricing and value – the exercise price of the option, the underlying price of the asset, risk free interest rates, the time remaining to expiry and the imputed pricing of volatility of the underlying asset into which the option is intended to “convert”. Increases in any of the last four factors will, ceteris paribus , lead to an increase in the value of the call option. In the case of GrowthPlus, the necessity for GrowthPlus to own gold call options (or their equivalent) meant that an independent increase in the volatility attributed to pricing such a derivative would also work to GrowthPlus’ benefit. Over short time periods, this could, and indeed, did have a material impact on the overall value of GrowthPlus’ portfolio. In general, past behaviour in the gold bullion market had seen a positive correlation between volatility and the price of gold bullion.

After allowing for oversubscriptions, GrowthPlus raised $30,000,000 from public investors (before fees and listing costs) and commenced Quotation on ASX on 2 August 2005.

In its first eleven months as an ASX listed public company, GrowthPlus outperformed its target objective of earning a 15-20% pre tax per annum return on capital. GrowthPlus earned a pre tax profit of $9,218,511 in the period ended 30 June 2006. Such a performance was partly attributable to very low short term lease rates, and a spike in the volatility priced into gold options between the inception of GrowthPlus and June 2006. The change in volatility priced into gold options significantly offset the unrealised losses from a net short position in gold bullion, despite its rise in value from A$580/ounce in August 2005 to A$810/ounce in June 2006. By way of example, the implied volatility of four year at the money gold options moved from approximately 13% pa on in September 2005 to nearly 25% pa by June 2006.

Despite material increases in the US$ price of gold bullion – which was partially offset by the rise in the Australian dollar – the GrowthPlus portfolio began to be disadvantaged by a significant reduction in the levels of volatility attributed to the pricing of bullion options. This decline in volatility was also seen in many other financial markets where option derivatives are traded, such as fixed interest and equities, over the same time periods. As a generalisation, investors’ perception of risk over the first three to four months of 2007 reached cyclically low levels. In turn, this caused a significant dislocation of the relationship between rising or buoyant gold prices and higher volatility.

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With the GrowthPlus strategy requiring significant holdings of gold call options, the decline in the imputed volatility priced into such options served to significantly erode their values, with the result that GrowthPlus’s arbitrage book began to incur significant overall mark to market losses from August 2006 onwards.

In April 2007, GrowthPlus announced that its independent non executive Directors had established a subcommittee to analyse and investigate the reasons behind the significant loss of portfolio value. This culminated in the use of an outside technical consultant and an eventual decision in May 2007 to limit any further losses to the portfolio from reduction in option volatility.

In August 2007, GrowthPlus announced that all positions had been sold, and losses arising from the investment strategy had been fully realised. GrowthPlus now has only minor liabilities relating to accrued administrative expenses and a residual cash balance of approximately $4,360,000.

In September 2007, GrowthPlus announced publicly that it had received two corporate propositions:

a proposal from the Bidder for GrowthPlus to acquire a subsidiary of the Bidder, Discount Assets Limited, for a warranted fair value of $2,000,000 payable in GrowthPlus shares, with a view to expanding GrowthPlus capital base for investments in the listed managed investments sector of the ASX; and
a merger proposal via scheme of arrangement from NSX listed Florin Mining Investment Company Limited.

Other less formal proposals have been received by GrowthPlus but none have progressed to the stage of being capable of being publicly announced. Neither of the two publicly announced proposals has been taken further in the light of recent corporate events surrounding GrowthPlus. Tidewater has officially withdrawn its proposal referred to above as a result of making this Offer.

4.2 Material issues relating to GrowthPlus

Tidewater has carried out a wide ranging analysis of GrowthPlus. As a result of this work, Tidewater believes there are four sets of material issues which GrowthPlus Shareholders should consider in evaluating whether or not to accept the Offer for their GrowthPlus Shares. These are:

shareholding of Gulf Resources NL (“Gulf”) and related parties in GrowthPlus;
composition of the GrowthPlus board of directors;
subsequent corporate actions of Gulf Resources NL; and
past activities of Growth Plus.

4.3 Shareholding of Gulf Resources NL and related parties in GrowthPlus

The decline in the GrowthPlus Share price since the end of June 2006 from a high of $1.02 per GrowthPlus Share in August 2006 to a level of $0.13 in October 2007 has inevitably seen a significant change in the share register of GrowthPlus. Over the past six months, two groups of investors have emerged as substantial shareholders in GrowthPlus – Discount Assets Limited, a wholly owned subsidiary of Tidewater Investments Limited, and Gulf Resources NL ( Gulf ) and some of its Associates.

On 23 July 2007, Gulf announced it had become a substantial shareholder in GrowthPlus by acquiring 1,650,000 GrowthPlus Shares, equivalent to 5.5% of GrowthPlus’s share capital, for a cash consideration of $320,937 or an average price of $0.1945 per GrowthPlus Share.

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On 25 July 2007, the Chairman of Gulf, Scott Reid, announced he had personally become a substantial shareholder of GrowthPlus by acquiring 1,525,000 GrowthPlus Shares, equivalent to 5.1% of GrowthPlus’s share capital, for a cash consideration of $357,094 or an average price of $0.2342 per GrowthPlus Share.

Gulf has since disclosed the acquisition of further GrowthPlus Shares on 28 and 29 August, 2007 and 5, 8 and 9 October 2007 which brings its total shareholding, as last disclosed in a Form 604 lodged with ASX and GrowthPlus on 11 October 2007 to 2,589,272 GrowthPlus Shares. From the relevant ASX filings, Tidewater estimates these shares have been accumulated at a total cost of $469,913 or $0.1815 per GrowthPlus Share.

Tidewater is aware that another Director of Gulf, Wayne Kernaghan holds a Relevant Interest in WJK Investments Pty. Limited (“WJKI”) , a trustee company for a superannuation fund, WJK Superannuation Fund in which Mr. Kernaghan is believed to have a financial interest. WJKI holds a further 1,100,000 GrowthPlus Shares.

In total, Gulf and its Associates, including Scott Reid and WJKI (“Gulf Group”) hold a total of at least 5,214,272 GrowthPlus Shares, which is equivalent to 17.38% of the issued capital of GrowthPlus. As far as the Bidder is aware, at no time has any member of the Gulf Group filed correct disclosures to ASX of the magnitude of its shareholding, in accordance with Corporations Act. As a consequence of further small purchases, which are not required to be disclosed, the Bidder believes that it is likely that the Gulf Group has Relevant Interests in more than 5,214,272 GrowthPlus Shares, equivalent to 17.4%.

4.4 Composition of the GrowthPlus Board of Directors

At the time of the commencement of Quotation of GrowthPlus Shares (August 2005), the board of directors of GrowthPlus was comprised of five directors, of whom three had affiliations with Goldlink, the managerof GrowthPlus , these being the Executive Chairman Richard Kovacs, Mark Smith and Rob van Veenendaal. Two non-executive, independent directors were appointed to the board of GrowthPlus, being James Everist and Richard Horton, together with an external Company Secretary. James Everist stepped down from that office in October 2006 and was replaced by Grant Walsh, a non-executive, independent director.

On 2 October 2007, as a result of the termination of the management agreement with Goldlink, Richard Kovacs stepped down as a director, being replaced as Chairman by Mark Smith. The two non-executive directors, Richard Horton and Grant Walsh also stepped down and were replaced by two directors of Discount Assets Limited, Andrew Brown and Clare Porta. Discount Assets Limited holds 2,435,162 GrowthPlus Shares, and is a 100% controlled Subsidiary of the Bidder.

In an ASX Release by the Bidder on 12 October 2007, Mr. Brown and Ms. Porta noted that they:

“… are fully aware of their obligations to act in good faith for the benefit of GLC shareholders under Section 184 et al of the Corporations Act 2001. In particular, if the Tidewater proposal of 24 September 2007, or any other proposal by Tidewater is brought to the board of GLC, Mr. Brown and Ms. Porta will abstain from voting .”

Furthermore in the Bidder’s announcement of the Offer to the ASX, published on 20 November, 2007, the Bidder noted that:

“… Two Directors of Discount, Andrew Brown and Clare Porta, are also directors of GrowthPlus. As a consequence, they will absent themselves from any discussion of, and any decisions made in relation to, the Bid, by the directors of GrowthPlus. ”

All four of the GrowthPlus directors were re-elected at the GrowthPlus annual general meeting on 28 November 2007.

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4.5 Subsequent corporate actions of Gulf

On 27 August 2007, Gulf lodged a request under Section 249D of the Corporations Act to convene a General Meeting (“EGM”) of GrowthPlus with a view to removing four of the then directors of GrowthPlus, and appointing two Gulf nominees – Scott Reid and Philip Treisman, both of whom were Gulf directors – to the GrowthPlus board. This lodgment was made prior to the changes to the GrowthPlus board of directors on 2 October 2007 resulting in the resolutions to remove Richard Kovacs and Richard Horton from the GrowthPlus board not being considered. The EGM was called for 18 October 2007.

The lead up to the EGM was marked by a series of letters from Gulf to GrowthPlus Shareholders which ASX chose not to release on its announcements platform.

In addition, Gulf (“ Applicant ”) made an application to the Takeovers Panel on 14 October 2007 in which:

“ The Applicant submitted that Goldlink’s* Board restructuring amounted to “frustrating action” as it:
(a) prevented Goldlink shareholders from considering the Applicant’s proposal to take control of the GoldlinkBoard and conduct an internal investigation into the affairs of the company; and
(b) may result in the transfer of significant control over Goldlinkto Tidewater, in the absence of shareholder approval.

It (the Applicant) sought a declaration of unacceptable circumstances, and final orders that the two nominees of Tidewater resign as directors of GoldLink and that GoldLink use its best endeavours to appoint a non-executive Director independent of Tidewater .”

* The Takeovers Panel actually referred to GrowthPlus as “Goldlink”

On 18 October 2007, the Takeovers Panel announced that it had declined to commence proceedings on Gulf’s application.

The EGM, at which over 60% of the GrowthPlus Shares were voted, declined to accept the Gulf supported motions. A closer analysis of the voting shows that when the votes of the Gulf Group, which voted “ for ” all of the resolutions, and those of Discount Assets Limited, which voted “ against ” all of the resolutions, were excluded, “non-aligned” GrowthPlus Shareholders voted by majorities ranging from 2.74:1 to 3.11:1 against the Gulf proposals.

Table V: Adjusted voting results from GrowthPlus EGM on 18 October 2007

Voting on Resolutions	Replace Mark Smith	Replace Rob van Veenendaal	Appoint Scott Reid	Appoint Philip Treisman
Total Votes “For” (A)	7,985,401	8,182,771	8,094,029	8,066,162
Votes cast by Gulf Group (B)	5,454,272	5,454,272	5,454,272	5,454,272
Non-aligned votes “for” (C= A-B)	2,531,129	2,728,499	2,639,757	2,611,890
Total Votes Against (D)	10,312,268	9,920,015	10,185,928	10,215,462
Votes cast by Discount Asset Limited(E)	2,435,162	2,435,162	2,435,162	2,435,162
Non-aligned votes “against” (F= D-E)	7,877,106	7,484,853	7,750,766	7,780,300
Ratio of votes “Against” to “For” excluding votes of Gulf Group and Discount Assets Limited(F/C)	3.11 x	2.74 x	2.94 x	2.98 x

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Despite this significant mandate by non aligned GrowthPlus Shareholders against the Gulf Group, together with their failure to propose any alternative strategies to develop GrowthPlus, the Gulf Group has continued to utilise its shareholding to frustrate the development of GrowthPlus, and remove the incumbent directors, without nominating any alternative candidates. At the annual general meeting of GrowthPlus on 28 November 2007, Gulf Group voted against the re-election of all the retiring directors. Had Gulf Group been successful in this vote, GrowthPlus would have been left without any directors and been forced to appoint an administrator to GrowthPlus.

4.6 Past Activities of GrowthPlus

As a result of the significant unrealised losses in the GrowthPlus investment portfolio, in May 2007, the board of GrowthPlus commenced a process of review of the investment portfolio to determine the optimal method of managing the investment portfolio in the future. As part of this process, GrowthPlus engaged an independent external treasury consultant, Noah’s Rule Pty. Limited (“Noah’s Rule”) , to examine the status of the investment portfolio and assist the board to determine an appropriate recovery strategy.

A sub-committee of the board, comprising the non-executive directors, undertook a strategic review concerning the future of the Company, before reaching a decision to discontinue the strategy and attempt to rebuild value using the remaining cash assets of the Company. As a result of their realisation of the investment portfolio of GrowthPlus, together with associated costs, GrowthPlus recorded a pre-tax loss of $33,068,367 in the year to 30 June 2007.

As part of this process, the non-executive directors not only utilised the services of Noah’s Rule but also engaged independent legal counsel to ascertain if the manager, Goldlink, had significantly deviated from the investment strategy, processes and trading limits embedded within the management agreement.

After scrutiny of the trading records of Goldlink and GrowthPlus, none of the appointed experts believed that Goldlink had deviated from the stated investment strategy or had engaged in negligent or unauthorised trading.

4.7 Public announcements by GrowthPlus

GrowthPlus is a listed disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. Specifically as a listed company, GrowthPlus is subject to the Listing Rules which require continuous disclosure of any information GrowthPlus has concerning it that a reasonable person would expect to have a material value on the price or value of its securities.

ASX maintains files containing publicly disclosed information about all listed companies. GrowthPlus’ file is available for inspection at ASX during normal business hours. News information released by GrowthPlus to ASX can be accessed in electronic form at www.asx.com.au through the ticker code “GLC”

4.8 GrowthPlus Issued Securities and Substantial Shareholders

As at the date of this Offer, GrowthPlus has 30,000,001 fully paid ordinary shares on issue.

As at the date of this Offer, GrowthPlus has released through ASX copies of substantial shareholding notices from the following parties:

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Name of Holder	Date last notified change	Number of	Voting Power
	in substantial holding	shares held
Discount Assets Limited1	29 November 2007	3,820,127	12.73%
Gulf Resources NL	11 October 2007	2,589,272	8.63%
Scott Reid2	26July2007	1,525,000	5.08%

Notes:

Discount Assets Limited is a 100% controlled entity of the Bidder.
2: Scott Reid is the Chairman of Gulf Resources NL

4.9 Price Range of GrowthPlus Shares

GrowthPlus Shares are presently Quoted on ASX. The following table sets out the high and low share price for GrowthPlus Shares and average volume of GrowthPlus Shares traded on ASX for the periods indicated.

Table VI: Trading ranges and volumes of GrowthPlus shares on ASX

			period	period
Period	High	Low	VWAP	volume
August 2005	$1.15	$1.02	$1.0783	1,610,698
September 2005	$1.14	$1.07	$1.0943	593,501
October 2005	$1.13	$0.94	$1.0082	985,788
November 2005	$1.00	$0.94	$0.9760	599,881
December 2005	$0.98	$0.88	$0.9353	545,219
January 2006	$0.95	$0.77	$0.8650	716,954
February 2006	$0.91	$0.70	$0.7769	911,483
March 2006	$0.90	$0.83	$0.8622	864,663
April 2006	$0.87	$0.77	$0.8228	543,205
May 2006	$0.83	$0.66	$0.7669	873,816
June 2006	$0.92	$0.80	$0.8307	1,209,256
July 2006	$0.92	$0.81	$0.8761	361,343
August 2006	$1.02	$0.84	$0.9300	1,654,028
September 2006	$1.00	$0.85	$0.9445	598,322
October 2006	$0.87	$0.78	$0.8394	288,075
November 2006	$0.84	$0.76	$0.8002	305,829
December 2006	$0.78	$0.70	$0.7495	201,970
January 2007	$0.74	$0.60	$0.6855	904,153
February 2007	$0.62	$0.55	$0.5841	887,047
March 2007	$0.62	$0.57	$0.5945	790,030
April 2007	$0.60	$0.35	$0.4305	1,939,619
May 2007	$0.38	$0.21	$0.2696	4,348,001
June 2007	$0.24	$0.14	$0.1699	4,317,818
July 2007	$0.27	$0.16	$0.1973	1,455,376
August 2007	$0.20	$0.13	$0.1509	3,679,426
September 2007	$0.17	$0.15	$0.1592	764,916
October 2007	$0.19	$0.13	$0.1552	1,088,683
November 2007	$0.15	$0.12	$0.1426	1,593,798

The last recorded sale price for GrowthPlus Shares on ASX before the date of this Bidder’s Statement was $0.145.

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4.10 Tidewater’s intentions upon completion of the acquisition of GrowthPlus

Given that the conditions attaching to the Offer do not include a minimum acceptance percentage , there are three possible scenarios:

Tidewater obtains only sufficient acceptances to increase its stake in GrowthPlus but not place it in a position of control, particularly in light of the Gulf Group shareholding (“ Increased Shareholding ”);
Tidewater obtains sufficient acceptances to give it a Relevant Interest in at least 50.1% of the voting share capital of GrowthPlus, or such other position it regards as providing the Bidder with effective control (‘ Effective Control ”); or
Tidewater obtains acceptances which would give it a Relevant Interest in over 90% of GrowthPlus Shares (“ Full Control ”).

Under the scenario of Increased Shareholding, Tidewater will attempt to maintain its current representation on the board of directors of GrowthPlus and work with other shareholders to maximise the value of GrowthPlus. This would involve evaluation of current and future propositions put to GrowthPlus, and may also include investing the liquid funds of GrowthPlus in a more active manner. At this stage, no proposals have been received from Gulf or the Gulf Group. However, Tidewater would seek to work constructively with Gulf in order to ascertain if Gulf was able to formulate a proposal agreeable to the board of GrowthPlus. Tidewater would not rule out reformulating its own proposal to GrowthPlus. Tidewater would seek to change the name of GrowthPlus and would be amendable to supplying administrative services to GrowthPlus.

If Tidewater obtains Effective Control, it would seek to ensure a majority of Tidewater nominees are represented on the board of GrowthPlus. Tidewater would also change the name of GrowthPlus and move the administrative office of GrowthPlus to that of Tidewater. Tidewater would seek to deploy the financial assets of GrowthPlus in ASX listed securities, predominantly in the listed managed investments area. Tidewater believes numerous opportunities currently exist in this area to acquire securities at a significant discount to their fair value. Tidewater may seek to have GrowthPlus managed by a subsidiary of Tidewater which holds an AFSL, but does not rule out maintaining GrowthPlus as an internally managed company, administered under a service agreement with Tidewater. Tidewater will also consider the benefits, or otherwise, of retaining the listing of the company on ASX, at some future date. GrowthPlus has no fixed assets, no current employees, other than the directors of GrowthPlus and no management agreement with any outside company.

In the event that Tidewater acquires Full Control, Tidewater will seek, if entitled, to proceed to compulsory acquisition under the Corporations Act and arrange for GrowthPlus to be removed from the official list of the ASX.

Tidewater’s intentions are based on the information known and the circumstances that exist at the date of this Bidder’s Statement. Accordingly, the statements set out in this Section 4 are statements of current intention only which may change as new information becomes available or circumstances change. In Tidewater’s opinion, significant efforts will be required to bring GrowthPlus’s administrative functions into line with accepted practice.

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5. Effect of the Offer on Tidewater

5.1 Pro-forma Merged Group Information

The Directors of Tidewater believe that the most appropriate method of valuation for itself and GrowthPlus is by reference to net tangible asset backing ( “NTA” ).

Tidewater’s investments in listed shares are classified as “financial assets” under Australian accounting standards. Under AASB 139: Recognition and Measurement of Financial Instruments, an asset is classified as a “financial asset” if it is acquired principally for the purpose of selling it in the short term or if so designated by management and otherwise satisfies the requirements of AASB 139. Derivatives are also categorised as held for trading unless they are designated as hedges. As a consequence, realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise.

This accounting policy means that Tidewater’s reported profits are difficult to predict since they will be affected by changes in the market value of investments from period to period, and cannot be sensibly capitalised at a multiple of earnings for valuation purposes.

5.2 Pro-forma Balance Sheet

Table VII below sets out pro-forma information which has been prepared to show the effect of the acquisition of all of the GrowthPlus Shares by Tidewater on the basis that such acquisition occurred on 31 October 2007. Furthermore, Table VII has been prepared on the basis of the following assumptions:

Unaudited Management Accounts (“ UMA ”) for Tidewater as at 31 October 2007;
Consolidation of Cheviot Asset Management Pty. Limited (“CAM”) and Cheviot Kirribilly Limited (“CKL”) into Tidewater occurred on 31 October 2007. The UMA for CAM and CKL were prepared by the vendor, Cheviot Bridge Limited;
Payment for CAM and CKL being $500,000 cash funded from the sale of investments and the issue by Tidewater of 645,161 Tidewater Shares at an imputed price of $0.775 per Tidewater Share;
GrowthPlus UMA as at 31 October 2007;
Adjustment for purchases made by Tidewater in November 2007 of 1,429,920 GrowthPlus Shares at a cost of $208,852;
Issue of 5,609,973 New Tidewater Shares pursuant to the Offer to holders of 26,179,874 GrowthPlus Shares (i.e. other than those held by Discount Assets Limited) to take Tidewater’s direct and indirect holding in GrowthPlus Shares to 100%;
No change to the market values of Tidewater’s investments;
Estimated costs of the Offer not exceeding $200,000.

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Table VII: Pro-forma Merged Group Balance Sheet at 31 October 2007

$ 000’s	30 June	Tidewater	Tidewater	GrowthPlus
	2007	31 October	31 October	Stated	Merged
	Annual	2007	2007	31 October	Group
	Report	UMA	pro-forma	2003	Pro-forma
Current Assets:
Cash and cash equivalents	1,490	610	692	4,360	4,643
Other Financial Assets	14,001	14,086	13,586	-	13,249
Trade and other Receivables	222	321	460	-	460
TOTAL CURRENT ASSETS	15,713	15,017	14,738	4,360	18,352
Non Current Assets:
Other Financial Assets	120	124	124	-	124
Property, plant and equipment	21	33	55	-	55
Deferred tax asset	86	87	87	-	87
Identifiable intangible assets			785	-	785
Goodwill					611
TOTAL NON CURRENT ASSETS	227	244	1,051	-	1,662
TOTAL ASSETS	15,940	15,261	15,789	4,360	20,014
Current Liabilities:
Trade and other payables	174	139	166	18	184
Short term borrowings	2,500	2,500	2,500	-	2,500
Total Current Liabilities	2,674	2,639	2,666	18	2,684
TOTAL LIABILITIES	2,674	2,639	2,666	18	2,684

NET ASSETS	13,266	12,622	13,123	4,342	17,330
Issued Capital	14,151	14,151	14,651	28,770	18,858
Accumulated(Losses)	(883)	(1,528)	(1,528)	(24,428)	(1,528)
TOTAL EQUITY	13,268	12,622	13,123	4,342	17,330
Tidewater Shares on issue	17,366,841	17,366,841	18,012,002	30,000,002	23,621,975
NTA/share	$0.764	$0.727	$0.684	$0.145	$0.675

5.3 Pro-forma Capital Structure

The Tidewater share structure on completion of the Offer assuming the Offer is successful and Tidewater completes the compulsory acquisition of all GrowthPlus Shares that were not acquired pursuant to acceptances of the Offer, is illustrated in Table VIII below:

Table VIII: Pro-forma Capital Structure of Tidewater assuming Full Control of GrowthPlus

Tidewater Shares	Number	Percentage of Tidewater
		Shares
Existing Tidewater Shareholders	17,366,841	73.5%
Cheviot Bridge Limited	645,161	2.7%
GrowthPlus Shareholders	5,906,751	23.8%
Total issued share capital	23,621,975	100.0%

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In addition to the above shares, Tidewater has 1,792,316 listed primary Options on issue which are quoted on ASX under the symbol “TDIO”. Each Option is exercisable into one (1) Tidewater Share at any time on or before 31 May 2009 at an exercise price of $1.25 per Option. Upon exercise, as well as the Tidewater Share, each Optionholder will receive a second Option (“Secondary Option”) which is exercisable at a price of $1.50 at any time on or before 31 May 2014.

In addition to these primary Options, there are 100,000 unlisted Options on issue which are exercisable at $0.90 by 30 June 2008, all of which are held by Baron Partners Limited.

None of the above Options have been included in the table of capital structure since they are all antidilutionary i.e. they have strike prices materially above the share price and NTA per Tidewater Share.

The above table assumes that no Options to acquire Tidewater Shares are exercised and that neither Tidewater nor GrowthPlus issues any further ordinary shares between the date of this Bidder’s Statement and completion of the compulsory acquisition of GrowthPlus Shares.

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6. Risk Factors

6.1 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.

6.2 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.

6.3 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;
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 in the event that the Offer is successful; 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.

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6.4 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 such 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;
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;

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Tidewater’s wholly owned Subsidiary Tidewater Asset Management Pty. Limited and two proposed Subsidiaries, Cheviot Asset Management Pty. Limited (“CAM”) and Cheviot Kirribilly Limited (“CKL”) , 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 Tidewater, CAM and CKL manage external funds may cancel management agreements with Tidewater, CAM and CKL, leading to an adverse change in the financial condition of Tidewater;
each of Tidewater, CAM and CKL’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 Tidewater, CAM and CKL 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 CAM could cause investors to withdraw money from products managed by Tidewater and CAM, or lead to investor pressure for the return of monies to Tidewater Shareholders in closed end products managed by Tidewater and CAM leading to an adverse change in the financial condition of Tidewater;
poor investment performance by Tidewater and CAM could inhibit the ability of Tidewater and CAM 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 CAM;
the success of CKP and the consequent ability of CAM 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 CAM to reduce fees charged to CKP for services provided by Tidewater and CAM;
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 new funds flow. 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 outsource 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 outsource 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, negligent or inadequate provision of viticultural or grape sale services. Tidewater and CAM 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 CAM 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, CAM or CKL;
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 outsource providers, backing up key business records and maintaining a Disaster Recovery Plan in its asset management activities. As part of the acquisition of CAM and CKL, Tidewater is upgrading its internal software and hardware capabilities.

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6.5 Risks of the proposed acquisition of GrowthPlus

There are business risks inherent in the acquisition of GrowthPlus, including but not limited to:

the ability of Tidewater to integrate successfully the GrowthPlus business. In this case, the primary integration issue is that of maintaining GrowthPlus’ financial records. This risk will be ameliorated, assuming that the Bidder gains control of GrowthPlus, by the sharing of office facilities with Tidewater and Tidewater’s intention to strengthen its financial accounting area; and
potential for litigation in respect of the past activities of GrowthPlus. The quantum and proportional magnitude of losses incurred by GrowthPlus in its previous investment strategy in the bullion market are of such a level which could encourage investors to instigate action against the board of directors of GrowthPlus, Goldlink or GrowthPlus itself. Such type of litigation is becoming increasingly frequent as a result of changed practices in the legal profession which make access to litigation funding easier to obtain than was historically the case, and the willingness of a small number of specialist legal firms to efficiently and expertly engage in such litigation activities. This risk is partly mitigated by the purchase by GrowthPlus of run-off cover in respect of past directors and officers insurance, and professional indemnity insurance of the previous manager, Goldlink. In addition, Tidewater believes (but cannot guarantee) that these risks have been mitigated to an extent by the independent reports of Noah’s Rule, the specific activities of Goldlink and independent legal advice sought by previous non-executive directors of GrowthPlus.

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7. Taxation Implications

7.1 Australian tax considerations

The following is a general description of the main Australian income and capital gains tax consequences which will generally apply to GrowthPlus Shareholders who dispose of GrowthPlus Shares under the Offer. The comments set out below are relevant to GrowthPlus Shareholders who hold their GrowthPlus Shares as capital assets for the purpose of investment.

The outline does not take into account or anticipate changes in the law (by legislation or judicial decision). In addition, the outline is not exhaustive of all income tax considerations which could apply in all circumstances of any given GrowthPlus Shareholder. Special or different rules may apply to particular GrowthPlus Shareholders, such as insurance companies, superannuation funds, financial institutions and those GrowthPlus Shareholders who are engaged in a business of trading in shares or who hold GrowthPlus Shares as trading stock or acquired their GrowthPlus Shares for the purpose of resale at a profit.

GrowthPlus Shareholders who are not resident in Australia for tax purposes should also take into account the tax consequences, under the laws of their country of residence as well as under Australian law, of acceptance of the Offer and of the acquisition, ownership and disposal of New Tidewater Shares.

Given the complexity of the taxation legislation, all GrowthPlus Shareholders should seek independent taxation advice regarding the income tax and capital gains tax consequences of disposing of GrowthPlus Shares and acquiring New Tidewater Shares in the context of the particular circumstances which apply to them.

Acceptance of the Offer and disposal of GrowthPlus Shares

Acceptance of the Offer may involve a disposal by a GrowthPlus Shareholder of their GrowthPlus Shares for capital gains tax (“ CGT ”) purposes.

An Australian resident GrowthPlus Shareholder may make a capital gain or capital loss, depending on whether their “capital proceeds” from the exchange are more than the “cost base” (or in some cases indexed cost base) of their GrowthPlus Shares, or whether those capital proceeds are less than the cost base of those GrowthPlus Shares.

GrowthPlus Shareholders who are not resident in Australia for income tax purposes are generally not subject to Australian CGT on the disposal of GrowthPlus Shares unless they, together with their Associates, have held 10% or more (by value) of the GrowthPlus Shares at any time in the five years preceding the disposal of GrowthPlus Shares. It is imperative that non-residents independently confirm their Australian tax position.

The “capital proceeds” that a GrowthPlus Shareholder will be taken to have received in respect of the disposal of their GrowthPlus Shares shall generally be the value of the New Tidewater Shares on the date a GrowthPlus Shareholder accepts the Offer.

The “cost base” of GrowthPlus Shares will generally be the cost of acquisition.

(a) GrowthPlus Shares with an inherent capital gain

Rollover relief

Under Australian taxation legislation, holders of GrowthPlus Shares may be entitled to the benefit of “ scrip for scrip ” CGT rollover relief where the disposal of the GrowthPlus Shares would otherwise realise an assessable capital gain. Broadly, CGT rollover relief under these provisions is available to GrowthPlus

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Shareholders who exchange shares (acquired after 19 September 1985) in one company for shares in another company where the transaction is made pursuant to a takeover bid and provided the “qualifying conditions” referred to in the next paragraph are satisfied.

The “qualifying conditions” referred to are that Tidewater must make an offer to all GrowthPlus Shareholders to acquire their voting GrowthPlus Shares and Tidewater must become the owner of at least 80% of the voting GrowthPlus Shares as a consequence of the Offer.

CGT rollover relief would become available if Tidewater acquired GrowthPlus Shares such that after the Offer it owned at least 80% in number of all GrowthPlus Shares. In these circumstances, a GrowthPlus Shareholder that would otherwise realise a capital gain in respect of the disposal of its GrowthPlus Shares pursuant to acceptance of the Offer, may choose to claim CGT rollover relief in respect of that disposal.

If the pre-conditions for CGT rollover relief are satisfied, then those GrowthPlus Shareholders who elect for it to apply should not be required to include any amount of capital gain in their assessable income in respect of the disposal of their GrowthPlus Shares. For such GrowthPlus Shareholders, the cost base of the New Tidewater Shares, generally, will equal the cost base of their GrowthPlus Shares. Furthermore, the time of acquisition of the New Tidewater Shares by a GrowthPlus Shareholder, will be the time of acquisition of the GrowthPlus Shares by the Bidder, exchanged under this Offer, in determining whether or not the New Tidewater Shares have been held by a GrowthPlus Shareholder for at least 12 months for CGT discount purposes (see below).

Broadly, CGT rollover relief may not be available for non-resident GrowthPlus Shareholders unless the Tidewater Shares will remain within the Australian CGT regime.

No rollover relief

If a GrowthPlus Shareholder does not elect for CGT rollover relief, or CGT rollover relief is not available, then other tax relief may be available in the form of a partial CGT exemption (ie a “ CGT discount ”).

Specifically, where GrowthPlus Shares were acquired at or before 11.45 am Australian Eastern Standard Time on 21 September 1999 and have been held for at least twelve (12) months before their disposal, a GrowthPlus Shareholder who is an individual, a complying superannuation entity or the trustee of a trust should be able to choose to either:

calculate the assessable capital gain arising from the disposal of GrowthPlus Shares using the indexed cost base of the share (indexed up to 30 September 1999); or
reduce the gain by the “CGT discount” (see below) on the nominal capital gain (that is, without indexing the cost base of GrowthPlus Shares) arising from the disposal of GrowthPlus Shares.

Where GrowthPlus Shares were acquired after 11.45 am on 21 September 1999, the CGT discount will be available if the shares have been held for at least twelve months before disposal. Indexation of the cost base is not available.

Choosing the CGT discount, where it is available, permits eligible GrowthPlus Shareholders which are individuals or trustees of GrowthPlus Shares to reduce the nominal capital gain arising on the disposal of GrowthPlus Shares by one-half. For individuals, this reduced gain should be assessed at the GrowthPlus Shareholder’s marginal tax rate. Trustees holding GrowthPlus Shares should seek specific advice regarding the tax consequences of distributions attributable to discounted capital gains.

Where GrowthPlus Shares are held by a complying superannuation entity and the CGT discount is validly chosen, the CGT discount will reduce the nominal capital gain on the disposal of the GrowthPlus Shares, by one-third.

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GrowthPlus Shareholders which are companies will not be entitled to the CGT discount but should be eligible to adjust the cost base of GrowthPlus Shares for indexation (up to 30 September 1999) provided GrowthPlus Shares were acquired at or before 11.45 am on 21 September 1999 and have been held for at least twelve (12) months before their disposal.

(b) GrowthPlus Shareholders with an inherent capital loss

Where the amount of “capital proceeds” received by a GrowthPlus Shareholder in respect of the disposal of their GrowthPlus Shares (that is, the market value of the New Tidewater Shares) is less than the reduced cost base of those GrowthPlus Shares, then the GrowthPlus Shareholder should realise a capital loss for Australian CGT purposes.

In calculating the amount of capital loss realised, no adjustment is made to the cost base of GrowthPlus Shares for indexation during the holding period of GrowthPlus Shares regardless of when GrowthPlus Shares were acquired or for how long the GrowthPlus Shares were held.

The CGT rollover relief described above is not available in respect of the disposal of GrowthPlus Shares which have an inherent capital loss.

7.2 Stamp duty

No stamp duty is payable by GrowthPlus Shareholders on the issue and allotment of the New Tidewater Shares. Any stamp duty payable, if any, on the transfer of GrowthPlus Shares pursuant to the Offer will be paid by Tidewater.

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8 . The Offer

8.1 Date of the Offer

The date of the Offer is 18 December 2007.

8.2 Tidewater’s Offer

(a) This Bidder’s Statement includes an Offer by Tidewater to acquire all the issued GrowthPlus Shares on the terms and conditions of this Offer. In particular, attention is drawn to the defeating conditions in Section 8.11 .
(b) You may accept this Offer in respect of all or part of your holding of GrowthPlus Shares.
(c) Subject to Section 8.11 , the Offer also extends to GrowthPlus Shares that are issued during the Offer Period.

8.3 Consideration

(a) Subject to the terms of this Offer, in particular Section 8.11 , the consideration Tidewater offers you is the allotment to you by Tidewater of 3 New Tidewater Shares for each 14 of your GrowthPlus Shares. If your entitlement to New Tidewater Shares is not a whole number your entitlement to those New Tidewater Shares will be rounded up to the nearest whole number.
(b) If, at the time you accept the Offer, you are (or are acting on behalf of) a Foreign Shareholder and Tidewater is not satisfied that it is not prevented from lawfully making the Offer to you and issuing you New Tidewater Shares, then despite any other provisions of this Offer, you shall only be entitled to receive your consideration in Australian Dollars in accordance with Section 8.10 .
(c) The New Tidewater Shares issued under this Offer will be issued fully paid and will rank equally for dividends and other rights in all respects with existing Tidewater Shares.
(d) If your entitlement to New Tidewater Shares amounts to an unmarketable parcel within the meaning of the ASX Settlement Rules, being a parcel of New Tidewater Shares of less than A$500 in value, you will be offered cash instead of New Tidewater Shares as consideration (see Section 9.9 for details).

8.4 Offer Period

(a) This Offer will remain open for acceptance during the period commencing on the date of this Offer and ending at 5.00pm (Sydney time) on 31 January 2008 , unless withdrawn or extended pursuant to the Corporations Act.
(d) If, within the last seven (7) days of the Offer Period, either:
(i) the Offer is varied to improve the consideration offered; or
(ii) Tidewater’s Voting Power in GrowthPlus increases to more than 50%,

then the Offer Period will be automatically extended in accordance with the Corporations Act so that it ends fourteen (14) days after the date of the occurrence of the event referred to in paragraphs (i) or (ii) above, as is applicable. If this occurs, Tidewater will give to GrowthPlus and all holders of GrowthPlus Shares and other securities who have not yet accepted the Offer a written notice that the extension has occurred. GrowthPlus will give this notice as soon as possible after the relevant event.

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8.5 Who may accept

(a)
An Offer in this form is being made to:
(i) each person who is registered or entitled to be registered in the register of members of GrowthPlus at 9.00am (Sydney time) on the date of this Bidder’s Statement; and
(ii) each other person who becomes so registered before the end of the Offer Period.
(b) If at the time this Offer is made to you, or at any time during the Offer Period, another person becomes the holder of or entitled to be registered as the holder of a GrowthPlus Share to which this Offer relates:
(i) a corresponding new offer, on terms identical in all material respects, to the terms of the Offer (“ New Offer ”), will be deemed to have been made to that other person for that GrowthPlus Share;
(ii) a corresponding New Offer will be deemed to have been made to you for any other GrowthPlus Shares you hold to which the Offer relates; and
(iii) this Offer is to be treated as having been immediately withdrawn in respect of those GrowthPlus Shares referred to above in this paragraph (b).
(c) If you are a trustee or nominee for several persons in respect of distinct parcels of GrowthPlus Shares, Section 653B of the Corporations Act deems an Offer to have been made to you in respect of each distinct parcel. To validly accept the Offer for each parcel, you must specify (or cause to be specified):
(i) by written notice accompanying your Acceptance Form; or
(ii) if the notice relates to GrowthPlus Shares in a CHESS Holding, in an electronic form approved by the ASTC Settlement Rules

that your GrowthPlus Shares consist of distinct parcels and the number of GrowthPlus Shares in each distinct parcel to which the acceptance relates. Section 653B otherwise applies to this Offer in respect of your GrowthPlus Shares and any acceptance of this Offer by you.

8.6 How to accept this Offer

(a) You may accept this Offer at any time during the Offer Period.
(b) If your GrowthPlus Shares are in an Issuer Sponsored Holding, to accept this Offer you must:
(i) complete and sign the Acceptance Form in accordance with the instructions on it; and
(ii) return it (together with all other documents required by those instructions) so that they are received by Tidewater at the address specified in Section 8.20 before the end of the Offer Period.
(c) If your GrowthPlus Shares are in a CHESS Holding, to accept this Offer, you must proceed as follows:
(i) if you are a Participant - acceptance of this Offer must be initiated in accordance with Rule 14.14 of the ASTC Settlement Rules before the end of the Offer Period; or
(ii) if you are NOT a Participant:

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(A) you may instruct your Controlling Participant to initiate acceptance of this Offer in accordance with Rule 14.14 of the ASTC Settlement Rules before the end of the Offer Period; or
(B) you may complete and sign the Acceptance Form in accordance with the instructions on it, and return it (together with all other documents required by those instructions) so that they are received by the Company at the address specified in the Acceptance Form before the end of the Offer Period.

By completing, signing and returning the Acceptance Form in accordance with this Section 8.6 , you will automatically authorise Tidewater to instruct your Controlling Participant on your behalf to initiate acceptance of this Offer in accordance with Rule 14.14 of the ASTC Settlement Rules and to transfer your GrowthPlus Shares to Tidewater in accordance with this Offer.

(d) If your Acceptance Form is posted and the envelope in which you send them is post-marked before the end of the Offer Period, Tidewater may, in its sole discretion, determine that acceptance to be a valid acceptance even if received by the Company after the end of the Offer Period. To assist in your acceptance of the Offer, a reply paid envelope is enclosed with this Bidder’s Statement.
(e) When returning the Acceptance Form, you must also enclose and forward all other documents required by the instructions on the Acceptance Form.
(f) Acceptance of the Offer shall not be complete until:
(i) in relation to an Issuer Sponsored Holding, the completed Acceptance Form has been completed and received by the Company in accordance with the requirements of this Section 8.6 and the terms and conditions of the Acceptance Form, provided that the Bidder may in its sole discretion waive any or all of those requirements at any time or treat any Acceptance Form received as valid despite any of those requirements not having been complied with, and the Bidder is not required to communicate with you prior to making its determination and the determination of the Bidder will be final and binding on all of the parties; and
(ii) in relation to a CHESS Holding, acceptance has been carried out by your Controlling Participant in accordance with Rule 14.14 of the ASTC Settlement Rules.

8.7 The effect of acceptance

(a) By signing and returning the Acceptance Form or by otherwise accepting this Offer, you will have:
(i) irrevocably accepted this Offer for all or the relevant part of your GrowthPlus Shares (subject to this Section 8.7 ) and the Rights;
(ii) irrevocably agreed to transfer the unencumbered legal and beneficial right title and interest in all or the relevant part of your GrowthPlus Shares to Tidewater, subject to this Offer and any contract arising from acceptance of the Offer becoming unconditional;
(iii) irrevocably authorised Tidewater to complete your Acceptance Form by rectifying any errors in or omissions from it as may be necessary to make it an effectual acceptance of this Offer or to enable registration of the transfer of all of your GrowthPlus Shares that are the subject of your Acceptance Form, to Tidewater;
(iv) represented and warranted to Tidewater that your GrowthPlus Shares will at the time of transfer to Tidewater be fully paid up and Tidewater will acquire good legal and beneficial

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title to them, in each case free from all mortgages, charges, liens, encumbrances (whether legal or equitable) and restrictions on transfer of any kind, and that you have full power and authority to sell and transfer your GrowthPlus Shares;

(v)
irrevocably authorised Tidewater to proceed as follows (as applicable):
(A) to instruct your Controlling Participant to initiate acceptance of this Offer for your GrowthPlus Shares in accordance with the ASTC Settlement Rules (in which case acceptance shall occur if and when those instructions have been carried out in accordance with the ASTC Settlement Rules); and
(B) to give any other instructions in relation to such GrowthPlus Shares to your Controlling Participant on your behalf under the sponsorship agreement between you and that Controlling Participant,

so that Your GrowthPlus Shares may be transferred to Tidewater in accordance with this Offer;

(vi) irrevocably appointed Tidewater or any nominee of Tidewater as your attorney to exercise all your powers and rights attaching to your GrowthPlus Shares including to execute and deliver all forms, notices and instruments (including instruments appointing a Director of Tidewater as a proxy in respect of your GrowthPlus Shares), to requisition, convene, attend and vote at all general and other meetings of GrowthPlus, from the time the Offer and any contract arising from acceptance of the Offer becomes unconditional, until the earlier of the withdrawal of your acceptance under Section 650E of the Corporations Act or the end of the Offer Period or, if all of the conditions of the Offer have been satisfied or waived, the registration of Tidewater as the holder of your GrowthPlus Shares;
(vii) agreed that in exercising the powers conferred by the power of attorney in Section 8.7(a)(vi) , Tidewater or its nominee is entitled to act in the interest of Tidewater or any other member of the Bidder Group;
(viii) agreed not to attend or vote in person at any general or other meetings of GrowthPlus or to exercise or purport to exercise any of the powers conferred on Tidewater or its nominee in Section 8.7(a)(vi) ;
(ix) authorised GrowthPlus, after this Offer or any contract arising from acceptances of the Offer becomes unconditional, but before registration of the transfer of your GrowthPlus Shares under the Offer, to transmit your GrowthPlus Shares to any register maintained for GrowthPlus which Tidewater in its absolute discretion considers desirable and regardless of whether Tidewater has paid the consideration due to you under this Offer at the relevant time;
(x) agreed to accept the New Tidewater Shares to which you have become entitled by acceptance of this Offer subject to the constitution of Tidewater, consented to the entry of your name in the register of members of Tidewater and agreed to be bound by the constitution of Tidewater from time to time;
(xi) represented and warranted to Tidewater that the making of the Offer to you and your acceptance of this Offer and the performance of your obligations arising from such acceptance of the Offer is lawful under any Foreign Law which applies to you, to the making of this Offer or to your acceptance of this Offer and the performance of your obligations arising from such acceptance of the Offer;
(xii) agree to indemnify GrowthPlus and Tidewater fully in respect of any claim, demand, action, suit or proceeding made or brought against Tidewater and any loss, expense, damage or

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liability whatsoever suffered or incurred by GrowthPlus, in each case as a result of any representation or warranty made by you not being true or complete in all material respects; and

(xiii) irrevocably authorised and directed GrowthPlus to pay to Tidewater, or to account to Tidewater for, all dividends and other distributions and entitlements which are declared, paid or made which arise or accrue after the date of this Offer in respect of the GrowthPlus Shares which Tidewater acquires pursuant to this Offer subject, if your acceptance of this Offer is validly withdrawn pursuant to Section 650E of the Corporations Act or the contract resulting from that acceptance becomes void, to Tidewater accounting to you for any such dividends, distributions and entitlements received by it. No interest will be payable in respect of any of these payments or any part thereof.
(b) Tidewater may, in its sole discretion, at any time determine that any Acceptance Form it receives is a valid acceptance, even though one or more of the requirements for acceptance have not been complied with. Tidewater will provide the consideration to you in accordance with Section 8.9 for any part of an acceptance determined by it to be valid. Subject to Tidewater’s other rights, where you nonetheless have satisfied the requirements for acceptance for only some of your GrowthPlus Shares, Tidewater may in its sole discretion regard the Offer to have been accepted for those GrowthPlus Shares but not the remainder.

8.8 Allotment of New Tidewater Shares

(a) If you validly accept (or are treated by Tidewater pursuant to Section 8.7(b) to have validly accepted) this Offer and this Offer becomes unconditional, Tidewater will cause to be issued to you the New Tidewater Shares to which you are entitled and send a holding statement to you as soon as practicable but in any event no later than:
(i) if Tidewater is given the necessary transfer documents after the date of acceptance of the Offer in accordance with the provisions set out in this Section 8 and before the end of the Offer Period and the Offer is subject to a defeating condition at the time that Tidewater is given the necessary transfer documents, by the end of whichever period ends earlier:
- (A) within one (1) month after the Offer and any contract arising from acceptance of the Offer becomes unconditional; or
- (B) twenty one (21) days after the end of the Offer Period; or

(ii) if Tidewater is given the necessary transfer documents after the date of acceptance of the Offer in accordance with the provisions set out in this Section 8 and before the end of the Offer Period and the Offer is unconditional at the time that Tidewater is given the necessary transfer documents, by the end of whichever period ends earlier:

(A) one (1) month after Tidewater is given the necessary transfer documents; or
(B) twenty one (21) days after the end of the Offer Period; or
(iii) if Tidewater is given the necessary transfer documents after the date of acceptance of the Offer in accordance with the provisions set out in this Section 8 and after the end of the Offer Period, within twenty one (21) days after Tidewater is given the necessary transfer documents. However if at the time, Tidewater is given the necessary transfer documents the Offer and any contract arising from acceptance of the Offer is still subject to a condition which relates to the occurrence of an event or circumstance referred to in subsection 652C(1), 652C(2) or 625C(3)(c) of the Corporations Act, Tidewater will cause to be issued

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to you the New Tidewater Shares to which you are entitled and send a holding statement to you within twenty one (21) days after any contract arising from acceptance of the Offer becomes unconditional.

(b) Where the Acceptance Form requires an additional document to be given to the Bidder with your acceptance of the Offer to enable the Bidder to become the holder of your GrowthPlus Shares (such as a power of attorney) if that document is received by the Company with your Acceptance Form, the Bidder will pay you the consideration to which you are entitled in accordance with Section 8.8(a) .
(c) Tidewater may avoid any contract arising from acceptance of the Offer if Tidewater is not given the necessary transfer documents within one (1) month after the end of the Offer Period.
(d) If you accept this Offer, Tidewater is entitled to all Rights in respect of your GrowthPlus Shares. Tidewater may require you to provide all documents necessary to vest title to those Rights in Tidewater, or otherwise to give it the benefit or value of those Rights. If you do not do so before Tidewater has provided the consideration to you, Tidewater will be entitled (without limiting any other rights and remedies available to it) to reduce the number of New Tidewater Shares to which you would otherwise be entitled in accordance with this Offer by the amount or value of such Rights.
(e) If Tidewater varies the Offer to improve the consideration offered in a manner permitted under the Corporations Act then the increased consideration will be paid in accordance with Section 650B(2A) of the Corporations Act.
(f) If, at the time of acceptance of the Offer, any authority or clearance of the Reserve Bank of Australia or of the ATO is required for you to receive any consideration under the Offer or you are resident in or a resident of a place to which, or you are a person to whom:
(i) the Banking (Foreign Exchange) Regulations 1959 (Cth);
(ii) the Charter of the United Nations (Sanctions – Afghanistan) Regulations 2001 (Cth);
(iii) the Charter of the United Nations (Terrorism and Dealings with Assets) Regulations 2002 (Cth);
(iv) the Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or
(v) any other law of Australia that would make it unlawful for the Bidder to provide consideration for your GrowthPlus Shares,

applies, then acceptance of the Offer will not create or transfer to you any right (contractual or contingent) to receive the consideration specified in the Offer unless and until all requisite authorities or clearances have been obtained by, or to the satisfaction of, the Bidder.

(g) If Bidder is required by law to retain or withhold (and/or pay to a Public Authority) any amount of the consideration payable to you under the Offer, the retention by the Bidder of that amount in conjunction with the payment of the remaining consideration payable to you in accordance with this Section 8.8 will constitute full and proper payment of the consideration payable to you under the Offer.
(h) If the Offer does not become unconditional or any contract arising from the Offer is rescinded by the Bidder on the grounds of a breach of a condition of that contract, the Bidder will, at its election, return by post to you at the address shown on the Acceptance Form, the Acceptance Form and any other documents sent with it by you or destroy those documents and notify ASX of this.

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(g) If the Bidder becomes entitled to any Rights on acceptance of the Offer, you must give the Bidder all documents that the Bidder needs to give the Bidder title to those Rights. If you do not give those documents to the Bidder, or if you have received the benefit of those Rights, before the Bidder provides the consideration to you, the Bidder will be entitled to deduct from the consideration otherwise due to you the amount (or value, as reasonably assessed by the Bidder) of those Rights.

8.9 Quotation of New Tidewater Shares

Tidewater will apply to the ASX for Quotation of the New Tidewater Shares that will be allotted to you. Section 625(3) of the Corporations Act has the effect that the Offer is subject to the further condition that:

(a) Tidewater must within seven (7) days after the date of the Offer apply to the ASX for Quotation of the New Tidewater Shares to be allotted; and
(b) permission for Quotation must be granted no later than seven (7) days after the end of the Offer Period.

The Offer cannot be freed from this statutory condition.

8.10 Foreign Shareholders

(a) If you accept the Offer and are entitled to payment of a cash amount instead of New Tidewater Shares under Section 8.3(b) , then subject to Section 8.10(b) Tidewater will:
(i) arrange to allot to a nominee approved by ASIC under Section 619(3) of the Corporations Act the aggregate number of New Tidewater Shares to which you and all other Foreign Shareholders affected by Section 8.3(b) would have been entitled but for that Section;
(ii) cause those New Tidewater Shares so allotted to be offered for sale as soon as reasonably practicable and in such manner, at such price and on such other terms and conditions as are determined by the nominee;
(iii) cause the nominee to pay to you the amount ascertained in accordance with the formula:

net proceeds of sale x NS TS

where:

net proceeds of sale is the amount remaining after deducting from the proceeds of sale under this Section the expenses of the sale;

NS is the aggregate number of New Tidewater Shares which Tidewater would otherwise be required to issue to you; and

TS is the total number of New Tidewater Shares issued to the nominee under this Section 8.10 .

Payment will be made, as soon as practicable after completion of the sale of all New Tidewater Shares by the nominee, in Australian Dollars, or if this is unlawful, the currency of the country of residence of the Foreign Shareholder (as shown in GrowthPlus’s register of members).

Payment will be made by cheque posted to you at your risk by ordinary mail at the address provided on your Acceptance Form. Under no circumstances will interest be paid on your share of the proceeds of this sale, regardless of any delay in remitting these proceeds to you.

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(b)
If at any time you accept the Offer you are resident in, or resident of, a place outside Australia to which the Banking (Foreign Exchange) Regulations ( “Regulations” ) apply, you will not be entitled to receive any consideration for your GrowthPlus Shares until all requisite authorities or clearances of the Reserve Bank of Australia (whether under the Regulations or otherwise), or of the Australian Taxation Office, have been obtained by Tidewater.

8.11 Conditions of this Offer

(a) Subject to Section 8.11(b) , this Offer and any contract arising from acceptance of the Offer is conditional on the following not occurring during the Offer Period:
(i) GrowthPlus converting all or any of its shares into a larger or smaller number;
(ii) GrowthPlus or a Subsidiary of GrowthPlus resolving to:
- reduce its share capital in any way;
- enter into a buy-back arrangement;
- approve the terms of a buy-back agreement;
- issue shares, or grant an option over its shares, or agree to make such an issue or grant such an option;
- issue, or agree to issue, convertible notes;
- dispose, or agree to dispose, of the whole or a substantial part of its business or property;
- charge, or agree to charge, the whole or a substantial part of its business or property;
- be wound up.
(iii) neither GrowthPlus nor a Subsidiary of GrowthPlus during the Offer Period:
- appointing a liquidator or provisional liquidator;
- being the subject of a court ordered winding up;
- having an administrator appointed;
- executes a deed of company arrangement; or
- having a receiver or a receiver and manager, appointed to the whole or a substantial part of the property of GrowthPlus or a Subsidiary of GrowthPlus.

The Offer is also subject to the condition referred to in Section 8.9 .

Because the conditions referred to in Section 8.11(a) (other than the condition referred to in Section 8.9 ) are only those conditions prescribed in Section 652C(1) and Section 652C(2) of the Corporations Act, and for so long as the Bidder’s Relevant Interest in Voting Power in the GrowthPlus Shares is at or below 50%, the Bidder will also be permitted under Section 611, Item 2 of the Corporations Act, to make on-market purchases of GrowthPlus Shares during the Offer Period.

(b) (i) Each condition in Sections 8.11(a) constitutes and shall be construed as a separate, several and distinct condition.
(ii) Each condition contained in Section 8.11(a) is a condition subsequent and as such, the failure to satisfy or fulfill any of these conditions does not and will not prevent any contract arising from acceptance of the Offer to sell your GrowthPlus Shares to Tidewater being formed as a result of you accepting this Offer. However it does entitle Tidewater, by written notice to you, to rescind any contract resulting from acceptance of the Offer resulting from

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your acceptance of this Offer.

(c) Subject to the Corporations Act until the end of the Offer Period, Tidewater alone is entitled to the benefit of the conditions in Section 8.11(a) or to rely on any non-fulfilment of any of them.

8.12 Notice of Status of Conditions

Tidewater will give notice of the status of the conditions in Section 8.11(a) in accordance with section 630(1) of the Corporations Act on 23 January 2008 subject to extension of the period during which the Offer remains open for acceptance in accordance with the provisions of section 650C of the Corporations Act.

8.13 Freeing the Offer from Conditions

Subject to Section 650F of the Corporations Act, Tidewater may declare the Offer free from all or any of the conditions in Section 8.11(a) (other than the condition referred to in Section 8.9 ) generally or in relation to any specific occurrence by giving notice in writing to GrowthPlus not later than three (3) Business Days after the end of the Offer Period.

Tidewater will give notice to GrowthPlus and ASX on the status of the conditions in Section 8.11(a) not later than three (3) Business Days after the end of the Offer Period, namely 5 February 2008 . If Tidewater extends the Offer Period by a particular period, the date for giving this notice will be postponed for an equivalent period.

8.14 Breach or non-fulfilment of Conditions

If at the end of three (3) Business Days after the end of the Offer Period, in respect of any of the Conditions contained in Section 8.11(a) (excluding the condition referred to in Section 8.9 ):

(a) the Bidder has not declared the Offer to be free from each of those conditions; and
(b) that condition has not been fulfilled,

all contracts resulting from the acceptance of Offers and all Offers that have been accepted and from which binding contracts have not yet resulted, are void. In that event, the Bidder will, if you have accepted the Offer:

(c) return your Acceptance Form together with all documents forwarded by you (if any) to your address as shown in the Acceptance Form; and
(d) notify ASTC of the lapse of the Offer in accordance with Rule 14.19 of the ASTC Settlement Rules.

The Bidder will:

(e) use reasonable endeavours to procure that each of the conditions in Section 8.11(a) is satisfied; and
(f) not do or omit to do anything which may cause a breach of any such condition.

8.15 Variation of the Offer

Tidewater may at any time, and from time to time, vary the Offer in accordance with the Corporations Act.

(a) This Offer may be withdrawn by Tidewater, but only with ASIC's written consent (which consent may be given subject to any conditions which may be imposed by ASIC).
(b) Subject to ASIC's consent (and any conditions imposed by ASIC), withdrawal of this Offer may be effected by written notice from Tidewater given to GrowthPlus.

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(c) Subject to any conditions imposed by ASIC on its consent, where Tidewater withdraws this Offer:
(i) this Offer, if not previously accepted, automatically becomes incapable of acceptance; and
(ii) any contract resulting from an acceptance of this Offer before the withdrawal (and for this purpose this Offer is treated as having continued in existence notwithstanding that acceptance) is automatically void.

8.16 Withdrawal of Acceptance of the Offer

You may withdraw your acceptance of the Offer, if:

(a) the Offer is subject to a defeating condition; and
(b) The Bidder varies the Offer in a way that postpones for more than one (1) month the time when the Bidder has to meet its obligations under the Offer; and
(c) you are entitled to be given a notice of the variation of the Offer.

To withdraw your acceptance of the Offer, you must:

(a) give the Bidder written notice within one (1) month beginning on the day after the day on which the copy of the notice of the variation was received by you; and
(b) return any consideration received by you for accepting the Offer.

8.17 Costs

All costs and expenses of the preparation and circulation of this Bidder's Statement and the Offer will be paid by the Bidder.

8.18 Brokerage and stamp duty

No brokerage or stamp duty is payable by you if you accept the Offer. The Bidder shall pay all stamp duty payable on the transfer of the GrowthPlus Shares to the Bidder.

8.19 Governing law

The Offer and any contract that results from your acceptance of the Offer are governed by the laws in force in the State of New South Wales.

8.20 Notices

(a) Any notice, nomination or other communication to be given by Tidewater to you under this Offer will be deemed to be duly given if it is in writing and is signed or purports to be signed (whether in manuscript, printed or reproduced in any form) on behalf of Tidewater by any of its Directors or its company secretary and is delivered to or sent by post in a pre-paid envelope to your address as recorded on the register of members of GrowthPlus.
(b) Any notice or other communication given by you to Tidewater in connection with this Offer will be deemed to be duly given if it is in writing and is sent by post to the following address:

Tidewater Investments Limited OR	Tidewater Investments Limited
GPO Box 4870	Level 4
Sydney NSW 2001	34 Hunter Street
	SYDNEY NSW 200
Attention: Mr Andrew Brown	Attention: Mr Andrew Brown

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9. Additional Information

9.1 Incorporation

The Bidder was incorporated on 25 June 1979.

9.2 Constitution and rights attaching to Tidewater Shares

The Bidder’s constitution is subject to the provisions of the Corporations Act, Listing Rules and ASTC Settlement Rules. The following is a summary of key provisions in the Constitution in relation to rights attaching to Tidewater Shares.

Voting

At a general meeting every member present in person or by proxy, attorney or representative has one (1) vote on a show of hands and on a poll has one (1) vote for each Tidewater Share held. The number of votes to which a holder of partly paid Tidewater Shares is entitled on a poll is equivalent to the proportion that the amount paid on the Tidewater Share is of the issue price of the Tidewater Share (ignoring amounts paid in advance).

Dividends and reserves

The profits of the Company which the Directors from time to time determine to distribute by way of dividend are divisible amongst the Tidewater Shareholders in proportion to the amounts paid up on the Tidewater Shares held by them.

Issue of further Tidewater Shares

The Directors may (subject to the Constitution, the Listing Rules and the Corporations Act) allot or otherwise issue further shares in the capital of the Company on such terms and conditions as they see fit.

Transfer of Tidewater Shares

A member may transfer Tidewater Shares by a proper ASTC transfer within the meaning of the Corporations Act or by an instrument of transfer in writing in the form approved by the Directors. The Directors may refuse to register a transfer if the transfer is not in registrable form, where the Company is permitted or required to do so under the Listing Rules, or except for proper ASTC transfers, under the conditions of issue of the Tidewater Shares, where the Company has a lien on the Tidewater Shares being transferred or where the registration of the transfer will result in a contravention of or failure to observe a law of a State or Territory of the Commonwealth.

General meetings and notices

General meetings may be convened in the manner provided for in the Corporations Act and the Listing Rules.

Winding up

Subject to any special or preferential rights attaching to any class or classes of Tidewater Shares, members will be entitled on a winding up to share in any surplus assets of the Company in proportion to the Tidewater Shares held by them less any amounts which remain unpaid on their Tidewater Shares at the time of distribution.

Additional relevant provisions of the Constitution include:

Number of Directors

The number of Directors must be not less than three (3) nor more than such number as the Directors may determine at any time.

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Remuneration of Directors

The remuneration of the managing director, or any other Director appointed to an executive office, is fixed by the Directors.

Directors fees for ordinary services as a director must be approved by the Tidewater Shareholders, but on a group basis as prescribed by clause 16.1 of the Constitution. The effect of this clause is that Tidewater Shareholders determine the total of Directors fees payable not only by the Company but also by all or any of its wholly owned subsidiaries. The maximum sum fixed for payment of the total Directors’ fees is $400,000 (excluding any remuneration paid to the Managing Director) until and unless the Tidewater Shareholders, by an ordinary resolution, approve some other maximum fixed sum.

Tidewater Share plans

The Directors are authorised to adopt and amend share-plans such as bonus share plans, employee share plans and dividend re-investment plans.

Directors' indemnity

The Company must, to the extent permitted by law, indemnify each officer of the Company and each officer of a Related Body Corporate of the Company, against any liability incurred by that person in that capacity.

The Directors are also empowered to pay premiums in respect of a contract insuring a person who is an officer of the Company against a liability incurred by the person as such an officer, or as an officer of a Related Body Corporate of the Company. However, the liability insured against must not include that which the law prohibits. Any such premium in relation to a Director is in addition to, and not regarded as part of, the remuneration approved by members under the Bidder’s constitution.

This summary does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of a holder of Tidewater Shares. Full details of the rights attaching to Tidewater Shares are set out in the Bidder’s constitution of the Company, a copy of which can be obtained through ASIC or from the Company, free of charge, upon request. The New Tidewater Shares issued pursuant to this Bidder’s Statement will rank equally with all of the Company’s existing ordinary Tidewater Shares.

9.3 Time and Date for determining holders of GrowthPlus Shares

For the purposes of Section 633 of the Corporations Act, the time and date for determining the people to whom information is to be sent under items 6 and 12 of Section 633(1) is 5.00 pm (EST) on 17 December, 2007 .

9.4 Tidewater interests in GrowthPlus

Based on publicly available information, the total number of GrowthPlus Shares on issue at the date of this Bidder's Statement is 30,000,001. These GrowthPlus Shares comprise all securities in GrowthPlus on issue at the date of this Bidder’s Statement.

As at the date of this Bidder's Statement and as at the date immediately before the first Offer is sent, Tidewater and its Associates have a Relevant Interest in 3,833,250 GrowthPlus Shares held by Discount Assets Limited, a 100% controlled Subsidiary of Tidewater.

As at the date of this Bidder's Statement and as at the date immediately before the first Offer is sent Tidewater and its Associates have Voting Power in GrowthPlus of approximately 12.78%.

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9.5 Dealings in GrowthPlus Shares

The Bidder has provided, or agreed to provide, consideration for GrowthPlus Shares under a purchase or agreement during the 4 months ending on the date immediately before the date of the Offer as set out below:

Holder of Relevant	Date of Dealing	Nature of	Number of	Total consideration
Interest		Dealing	shares	paid
		On market
	15 August 2007	purchases	428,125	$64,492.33
		On market
	16 August 2007	purchases	169,421	$21,410.59
		On market
	17 August 2007	purchases	127,500	$17,466.29
		On market
Each of:	20 August 2007	purchases	50,000	$7,077.00
		On market
	21 August 2007	purchases	442,836	$67,111.31
		On market
Discount Assets Limited	27 August 2007	purchases	184,875	$27,101.76
(ABN 45 123 993 153)		On market
(as the registered holder	30 August 2007	purchases	51,575	$7,774.42
of the shares)		On market
	31 August 2007	purchases	18,000	$2,729.70
		On market
	3 September 2007	purchases	20,000	$3,033.00
and		On market
	4 September 2007	purchases	70,000	$10,969.35
		On market
	7 September 2007	purchases	135,400	$21,847.55
Tidewater Investments		On market
Limited (ABN 52 001	12 September 2007	purchases	40,700	$6,377.90
746 710)		On market
	19 September 2007	purchases	4,255	$666.79
(by virtue of controlling		On market
and/or being an	22 November 2007	purchases	241,501	$33,889.06
Associate of Discount		On market
Assets Limited)	23 November 2007	purchases	66,964	$10,107.71
		On market
	26 November 2007	purchases	18,500	$2,712.00
		On market
	28 November 2007	purchases	58,000	$8,502.51
		On market
	29 November 2007	purchases	1,000,000	$146,595.00
		On market
	3 December 2007	purchases	13,123	$1,923.77

Neither the Bidder nor any Associate of the Bidder has provided, or agreed to provide, consideration for any GrowthPlus Shares under any purchase or agreement during the period starting on the date of this Bidder’s Statement and ending on the date immediately before the date of the Offer.

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9.6 Dealings in Tidewater Shares

In the 4 months prior to the date of the Offer, there have been no dealings in Tidewater Shares by Tidewater’s directors or their related entities except as set out below:

Director	Sold	Purchased
Mr Paul Young	-	100,000
Mr Andrew Brown	70,000	70,000
Mr Stephen Roberts	-	125,000

9.7 Matters relevant to the Directors

Interests in Tidewater Shares and Options

There are no shareholding requirements for Tidewater Directors under the constitution of Tidewater.

As at 3 December, 2007 , being the day immediately before the date of this Bidder’s Statement, the Relevant Interests of each Tidewater Director in Tidewater Shares was as follows:

Director	Ordinary Tidewater Shares	Primary Options
Mr Paul Young	982,123	172,388
Mr Andrew Brown	4,147,222	490,834
Mr Stephen Roberts	1,002,272	74,969

Remuneration

Under Tidewater’s constitution, each Director (other than a managing director or an executive Director) may be paid remuneration for ordinary services performed as a Director.

The maximum amount of remuneration that may be paid to non-executive directors is set at $400,000. This remuneration may be divided among the non-executive Directors in such fashion as the Board may determine.

Under the Listing Rules, the maximum fees payable to Directors may not be increased without prior approval from Tidewater Shareholders at a general meeting. Directors will seek approval from time to time in relation to fees as they think appropriate.

Executive directors are full time employees of Tidewater.

Employment Agreement with Andrew Brown

On 30 May 2003 Tidewater entered an employment agreement with Andrew Brown, the managing director of Tidewater. The terms of such an agreement include:

annual base salary of $100,000 plus superannuation, to be reviewed annually by the Non Executive Directors;
initial Term of employment from 28 July 2003 – 28 July 2008 subject to three (3) months notice if contract concludes at end of period;
annual renewal of original contract, subject to similar three (3) months notice;
mandatory notice of six (6) months termination of employment by the Company and six (6) months on termination of employment by Mr. Brown;
other Benefits as reasonably assessed by the board of Directors from time to time.

Paul Young, the non-executive chairman, is entitled to receive remuneration of $50,000 per annum. Stephen Roberts, a non-executive director, is entitled to receive remuneration of $25,000 per annum. The Directors may be paid all travelling and other expenses properly incurred by them in attending meetings of the Directors or any committee of Directors or general meetings of Tidewater or otherwise in connection with the execution of their duties as Directors.

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In addition, any Director who is called to perform extra services or to make special exertions or to undertake any executive or other work for Tidewater beyond his ordinary duties or go or reside abroad or otherwise for the purposes of Tidewater may, subject to the law, be remunerated by a fixed sum or a salary as determined by the Directors. This sum may be either in addition to or in substitution for his remuneration for ordinary services.

Related Entity Transactions

Other than as disclosed in this Bidder’s Statement, Tidewater is not aware of any other related entity transactions requiring disclosure in this Bidder’s Statement.

Except as set out above, no amount has been paid or agreed to be paid and no benefit has been given or agreed to be given to a Director or proposed Director to induce them to become or to qualify as a Director or for services provided in connection with the formation or promotion of Tidewater or the Offer.

Except as set out above or elsewhere in the Bidder’s Statement, no Director or proposed Director has, or in the last two (2) years has had, an interest in the formation or promotion of Tidewater, in property to be acquired by Tidewater in connection with its formation or promotion, or in the Offer.

9.8 Litigation

Tidewater is not involved in any legal or arbitration proceedings. Nor, so far as the Directors are aware, are any such proceedings pending or threatened against Tidewater or any of its Subsidiaries.

9.9 ASIC Modifications and Exemptions

Under the terms of ASIC Class Order 00/343 Tidewater is entitled to deal with offers of unmarketable parcels of New Tidewater Shares by offering a cash amount that is equal to the market value of the unmarketable parcel of New Tidewater Shares that would otherwise be offered as consideration. If Tidewater has appointed a nominee under Section 619(3) of the Corporations Act for the purposes of dealing with the entitlements of Foreign Shareholders as set out in Section 8.10 of this Bidder’s Statement, the procedure set out in Section 8.10 of this Bidder’s Statement will be followed. If no such nominee is appointed Tidewater will offer a cash amount based on the highest closing price of Tidewater Shares during the Offer Period.

The Bidder relies upon ASIC Class Order 03/635 and has not sought consent in relation to statements used in this Bidder’s Statement that are a correct and fair copy of, or extract from, a statement that has already been published in a book, journal or comparable publication where the statement was not made in connection with the Offer.

The Bidder has not obtained from ASIC any modifications to or exemptions from the Corporations Act in relation to the Offer. However, ASIC has published various Class Order instruments providing for modifications and exemptions that apply generally to all persons including the Bidder.

9.10 Other material information

There is no other information material to the making of a decision by an offeree whether or not to accept an Offer (being information that is known to Tidewater and has not previously been disclosed to the holders of GrowthPlus Shares) other than as disclosed in this Bidder’s Statement.

9.11 – Status of Conditions as at the date of this Bidder’s Statement

Except as otherwise set out in this Bidder’s Statement, the Bidder is not aware of any events or circumstances that would result in a breach or inability to satisfy any of the conditions set out in Section 8.11(a) of this Bidder’s Statement as at the date of this Bidder’s Statement.

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9.12 Disclosure of adviser interests

Addisons have acted as solicitors to the Offer. Tidewater estimates that it will pay amounts totalling $100,000 (excluding disbursements and GST) to Addisons in respect of this work.

9.13 Consents

This Bidder’s Statement contains statements made by, or statements said to be based on statements made by the Bidder. Each of these parties, has given and has not, before the lodgement of this Bidder’s Statement with ASIC, withdrawn its consent to the inclusion of statements by, or said to be based on statements by, it in the form and context in which the statements appear in the Bidder’s Statement.

Addisons has given and before lodgement of this Bidder’s Statement has not withdrawn its written consent to be named as solicitors to the Bidder in the form and context to which it is named.

Addisons has not:

authorised or caused the issue of the Bidder’s Statement;
made, or purported to have made, any statement in this Bidder’s Statement except in this Section 9.13 ; and
assumes no responsibility for any part of this Bidder’s Statement except for statements in this Section 9.13 .

9.14 Statements made on the basis of ASX Announcements

This Bidder’s Statement includes statements which are made in, or based on statements made in, documents lodged with ASIC or given to ASX. Pursuant to ASIC Class Order 01/1543 the makers of those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder’s Statement which are made in the abovementioned documents or based on statements made by them in those documents.

If you would like to receive a copy of any of those documents (free of charge) please contact Andrew Brown, Tidewater Investments Limited, GPO Box 4870 Sydney NSW 2001, or facsimile number (02) 8258 0011 or email to [email protected].

page 62

Approval of the Bidder’s Statement

DATED: 4 December, 2007

Signed for and on behalf of the Bidder by Andrew Brown, a director, who is authorised to sign pursuant to a unanimous resolution passed by all the directors of the Bidder on 4 December 2007 .

==> picture [152 x 65] intentionally omitted <==

Andrew Brown

Managing Director

page 63

10. Definitions and Interpretation

10.1 Definitions

The following defined terms are used throughout this Bidder’s Statement unless the context otherwise requires. These terms are used throughout this Bidder’s Statement.

$	Australian Dollars
AASB	Australian Accounting Standard Board
Acceptance Form	the form that a GrowthPlus Shareholder must complete and submit to the
	Company during the Offer Period and otherwise in accordance with the
	terms and conditions of the Offer, in order to accept the Offer, and a copy of
	which accompanies this Bidder’s Statement
Accounting Standards	has the same meaning as given to that term in the Corporations Act
AFSL	Australian Financial Services Licence as defined in Chapter 7 of the
	Corporations Act
Announcement Date	20 November, 2007
ASIC	Australian Securities & Investments Commission
Associate	has the same meaning as given to that term in Section 12(2) of the
	Corporations Act
ASTC	ASX Settlement and Transfer Corporation Pty Limited ACN 008 504 532
ASTC Settlement Rules	the settlement rules of the ASTC
ASX	ASX Limited ABN 98 008 624 691 or any market operated by the ASX, as the
	context requires
ATO	Australian Taxation Office
Bidder, Tidewater,	Tidewater Investments Limited ABN 52 001 746 710
Tidewater Investmentsor
Company
Bidder Group	the Bidder and each of its Related Bodies Corporate and Subsidiaries
Bidder’s Statement	the contents of this booklet
Board	the board of Directors of Tidewater, as constituted from time to time
Broker	a person who is a share broker and participant in CHESS
Business Day	has the same meaning as given to that term in Section 9 of the Corporations
	Act
CHESS	Clearing House Electronic Sub-registry System, which provides for electronic
	share transfers in Australia
CHESS Holding	means a holding of GrowthPlus Shares on the CHESS subregister of
	GrowthPlus
Controlling Participant	the Participant who is designated as the controlling participant for GrowthPlus
	Shares in a CHESS Holding in accordance with the ASTC Settlement Rules
	(usually your Broker)
Corporations Act	Corporations Act 2001 (Commonwealth)
Director	a director of Tidewater
EST	Eastern standard time
Foreign Law	a law of any jurisdiction other than an Australian jurisdiction
Foreign Shareholder	any GrowthPlus Shareholder:

whose address shown in GrowthPlus’s register of members is a place outside Australia and its external territories and New Zealand, or
who is a citizen or resident of a jurisdiction other than Australia and its external territories and New Zealand, and

page 64

	to whom it is unlawful under any law of the Commonwealth or any State of
	Australia, for the Bidder to make the Offer or for whom it is unlawful to
	accept the Offer
GrowthPlusorTarget	Goldlink GrowthPlus Limited ABN 48 111 695 357
GrowthPlus Group	Goldlink GrowthPlus Limited and its Related Bodies Corporate and
	Subsidiaries
GrowthPlus Shareholder	a holder of a GrowthPlus Share as at the Record Date
GrowthPlus Shares	a fully paid ordinary share in the capital of GrowthPlus
GST	the goods and services tax payable pursuant to the A New Tax System
	(Goods and services Tax) Act 1999 (as amended) and any regulation made
	under that Act
Issuer Sponsored Holding	a holding of GrowthPlus Shares on the issuer sponsored subregister of
	GrowthPlus (i.e. where there is no Controlling Participant)
Listing Rules	the listing rules and requirements from time to time of ASX
Loftus Lane	Loftus Lane Investments Pty. Limited ABN 34 074 088 636
Managing Director	the managing director of Tidewater from time to time
Merged Group	the corporate group comprising the Bidder Group and GrowthPlus after
	completion of the Offer
New Tidewater Share	a Tidewater Share to be issued pursuant to the terms of the Offer
NSX	NSX Limited ACN 089 447 058, being the company that operates the
	National Stock Exchange of Australia (formerly Newcastle Stock Exchange)
NTA	net tangible asset backing
Offer	Tidewater’s offer to acquire all or any of the GrowthPlus Shares on the terms
	and conditions set out inSection 8of this Bidder’s Statement and includes a
	reference to that offer as varied in accordance with the Corporations Act
Offer Period	the period for which the Offers remain open as set out inSection 8
Option	an option to acquire a Tidewater Share
Optionholder	the registered holder of an Option
Participant	has the meaning given to that term in the ASTC Settlement Rules
Public Authority	any government or any governmental, semi-governmental, administrative,
	statutory or judicial entity, authority or agency, whether in Australia or
	elsewhere, including any self regulatory organisation established under
	statute or any stock exchange but excluding the Takeovers Panel, ASIC and
	any court that hears or determines proceedings under section 657G or
	proceedings commenced by a person specified by section 659B(1), each of
	the Corporations Act in relation to the Offer
Quotation	the official quotation of a security by ASX on any market conducted or
	operated by ASX
Record Date	the date referred to inSection 8.5(a)
Related Body Corporate	has the same meaning as given to that term in Section 50 of the Corporations
	Act
Relevant Interest	has the same meaning given to that term in Sections 608 and 609 of the
	Corporations Act
Rights	all accretions, rights or benefits of whatever kind attaching to or arising from
	GrowthPlus Shares directly or indirectly after the date of this Bidder’s
	Statement, including, without limitation, all dividends and other
	distributions, and all rights to receive dividends or other distributions or to
	receive or subscribe for shares, stock units, notes, bonds, options or other
	securities, declared, paid or issued by GrowthPlus or any of its controlled
	entities
Subsidiary	has the same meaning as given to that term in Section 46 of the Corporations

page 65

Act

Tidewater Share a fully paid ordinary share in the capital of Tidewater Tidewater Shareholder a registered holder of a Tidewater Share UMA unaudited management accounts Voting Power has the same meaning given to that term in Section 610 of the Corporations Act

10.2 Interpretation

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

(a) a reference to a word includes the singular and the plural of the word and vice versa;
(b) a reference to a person in this Bidder’s Statement or any other document or agreement includes its successors and permitted assigns;
(c) a reference to a gender includes any gender;
(d) a reference to an item in a section, schedule, annexure or appendix is a reference to an item in the section of or schedule, annexure or appendix to this Bidder’s Statement and references to this Bidder’s Statement include its schedules and any annexures;
(e) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
(f) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;
(g) headings are included for convenience only and do not affect interpretation;
(h) a reference to a document or agreement including this Bidder’s Statement, includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;
(i) a reference to a thing includes a part of that thing and includes but is not limited to a right;
(j) the terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;
(k) a reference to a statute or statutory provision includes but is not limited to:
(i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;
(ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and
(iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;
(l) reference to “$”, “A$”, “Australian Dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia;
(m) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

page 66

ACCEPTANCE AND TRANSFER FORM

in respect of the Offer by Tidewater Investments Limited (ABN 52 001 746 710) (“Tidewater”) to acquire all of your shares in Goldlink GrowthPlus Limited (ABN 48 111 695 357) (“GrowthPlus”).

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION IF YOU DO NOT UNDERSTAND IT PLEASE CONSULT YOUR FINANCIAL, LEGAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY

STEP 1 – Check your details below (see over)

XXXXXX Number of GrowthPlus Shares Name & address for which you accept Name & address the Offer Name & address XXXXXXXXXX HIN / SRN Name & address CHESS/ISSUER Name & address Sub-register

Barcode

Use this Acceptance Form to accept the Offer by Tidewater for your GrowthPlus Shares on the terms set out in the Bidder’s Statement. You should read the Bidder’s Statement which accompanies this Acceptance Form in full. Capitalised terms used in this Acceptance Form have the same meaning as in the Bidder’s Statement unless otherwise defined herein. By accepting the Offer, you are accepting the Offer for ONLY those GrowthPlus Shares set out above in this form (even if different to the number of GrowthPlus Shares that you hold). If you need help completing this Acceptance Form, please contact Tidewater Investments Limited on 02 8258 0011 (within Australia) or +61 2 8258 0011 (outside Australia), or Registries Limited on (02) 9290 9600 on Monday to Friday between 9am and 5pm (EST).

STEP 2 – For Issuer Sponsored Holdings only

If your GrowthPlus Shares are held on the Issuer Sponsored Sub-register (see "Sub-register" above) or if at the time of your acceptance you are entitled to be (but are not yet) registered as a holder of your GrowthPlus Shares, to accept the Offer you must sign below and return this form .

STEP 3 – For CHESS Holdings only

If your GrowthPlus Shares are held on the CHESS Subregister (see "Sub-register" above) to accept the Offer you can either:

Contact your Controlling Participant – normally your broker – and instruct it to accept the Offer on your behalf (If you do that, you do not need to complete and return this Acceptance Form);

OR

If you want Tidewater to contact your Controlling Participant on your behalf, write its details here and sign and return this form. By signing this form you authorise Tidwater to instruct your Controlling Participant to initiate acceptance of the Offer and to take all other steps necessary to cause acceptance of the Offer in accordance

OFFER CONSIDERATION

3 New Tidewater Shares for every 14 GrowthPlus Shares held

XXXX TIDEWATER SHARES

BROKER DETAILS (CHESS HOLDINGS ONLY)

Your Broker's Name:

Your Broker's Address: Your Broker's Telephone Number:

STEP 4 – Sign as indicated below

I/We, the securityholder(s) named above, being the holder(s) of GrowthPlus Shares:

(1) ACCEPT the Offer in respect of ONLY those of my/our GrowthPlus Shares that are referred to above in this form;
(2) AGREE TO TRANSFER those GrowthPlus Shares to Tidewater for the consideration specified in the Offer, and in accordance with the terms of the Offer;
(3) AUTHORISE Tidewater, its officers and their agents to correct any errors in or omissions from this Acceptance Form to make it an effective acceptance of the Offer and enable registration of the transfer of those GrowthPlus Shares to Tidewater; and
(4) AGREE to be bound by the terms of the Offer.

Please refer overleaf for further instructions on how to complete this form

If this form is signed under power of attorney, the attorney declares that they have no notice of the revocation of the power of attorney. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Director Director/Company Secretary (delete Secretary one) Please enter your telephone number where you may be contacted during business hours

Dated //2007

Telephone number:___________

Your acceptance must be received BEFORE the Offer Period ends. If the Acceptance Form is sent by mail, you may use the enclosed reply paid envelope. YOUR ACCEPTANCE OF THE OFFER MUST BE RECEIVED BEFORE 5PM (EST) ON 31 JANUARY 2008 (UNLESS THE OFFER IS WITHDRAWN OR EXTENDED).

How to complete this Acceptance Form and ACCEPT the Offer

1. Your Name & Address details

Your pre-printed name and address is as it appears on the share register of GrowthPlus. If you are Issuer Sponsored and this information is incorrect, please make the correction on this form and initial the correction. Securityholders sponsored by a broker on the CHESS Subregister should advise their broker of any changes.

2. Issuer Sponsored Holdings

(as indicated by "Issuer Sponsored" appearing next to "Sub-register" on this Acceptance Form)

If your GrowthPlus Shares are in an Issuer Sponsored Holding, or if you are not yet registered as the holder of your GrowthPlus Shares, then to accept the Offer, you must fill out this Acceptance Form overleaf and return it to one of the addresses shown below.

3. CHESS Holdings

(as indicated by "CHESS" appearing next to "Sub-register" on this Acceptance Form)

If your GrowthPlus Shares are in a CHESS Holding, you do not need to complete and return this Acceptance Form to accept the Offer. You can contact your Controlling Participant, normally your broker, and instruct it to accept the Offer on your behalf. If you decide to use this Acceptance Form, follow the instructions below.

It is the responsibility of the eligible securityholder to allow sufficient time for their Controlling Participant to initiate acceptance on their behalf in accordance with ASTC Settlement Rule 14.14. You must ensure that this Acceptance Form is received in sufficient time before the end of the Offer Period to enable us to instruct your Controlling Participant to effect acceptance on CHESS during business hours.

If your holding is CHESS sponsored and you send your Acceptance Form to Registries Limited, it will be forwarded to your Controlling Participant on your behalf. Neither Tidewater, nor Registries Limited will be responsible for any delays incurred by this process.

4. Signature(s)

You must sign the form as follows in the space provided overleaf:

All executors must sign and, if not already noted by the GrowthPlus registry, attach a Where the securityholding is in more certified copy of probate, letters of than one name all of the GrowthPlus administration or grant accompanied (where Joint Holding: Shareholders must sign. Deceased Estate: required by law for the purpose of the transfer) by a certificate of payment of death or succession duties and (if necessary) a statement in terms of section 1071B(9)(b)(iii) of the Corporations Act. To sign under power of attorney, you This form must be signed by either 2 directors must attach a certified copy of the or a director and a company secretary. power of attorney to this form when Alternatively, where the company has a sole you return it. By signing this form director and, pursuant to the Corporations Power of Attorney: under a power of attorney, you will Companies: Act, there is no company secretary, or where have declared that you have no notice the sole director is also the sole company of revocation of the power and are secretary, that director may sign alone. Delete able to further delegate power under it titles as applicable. under the Bidder’s Statement.

Additional Notes

Sold all your GrowthPlus Shares – if you have sold all of your GrowthPlus Shares, please send this form and your Bidder's Statement to the stockbroker who acted on your behalf.
Recently bought or sold GrowthPlus Shares – if you have recently bought or sold any GrowthPlus Shares, your holding may differ from that shown on the front of this form. If so, please alter the number of GrowthPlus Shares shown as your registered holding on the front of this form to the number of GrowthPlus Shares you now hold (including any GrowthPlus Shares of which you are entitled to become registered as holder), initial the alteration and indicate the name of the stockbroker who acted for you.

Information you supply on this Acceptance Form will be used by Tidewater, and Registries Limited for the primary purpose of processing your acceptance of the Offer and to provide you with the consideration payable under the Offer. This information may be disclosed to Tidewater’s professional advisers, securities brokers, printing and mailing providers and other third parties in connection with the Offer. If you do not supply this information, your acceptance may not be processed and you may not receive the consideration payable. You may have rights to access the personal information you have supplied. Please see Registries Limited's privacy policy on its website www . registriesl.com . au.

If you fill out and return this Acceptance Form by post, it will be deemed to be received in time if the envelope in which it is sent is post-marked before the end of the Offer Period. If you deliver this Acceptance Form in person, it must be received at the delivery address shown below before the end of the Offer Period.

Delivery in person

Postal address

Registries Limited Tidewater Takeover Offer Reply Paid 67 Royal Exchange NSW 1224

Registries Limited Tidewater Takeover Offer Level 7, 207 Kent Street SYDNEY NSW 2000

If the Acceptance Form is sent by mail, you may also use the enclosed reply paid envelope.

AI assistant

ARC FUNDS LIMITED — Merger & Acquisition 2007

64416_rns_2007-12-03_d18176c6-2395-46fd-bff2-791b27648a04.pdf

Bidder’s Statement

Tidewater Investments Limited

Goldlink GrowthPlus Limited

The consideration for the Offer is:

3 Tidewater Investments Limited Shares

14 Goldlink GrowthPlus Limited Shares

This is an important document and requires your immediate attention .

CONTENTS

3. Profile of Tidewater Investments Limited

6. Risk Factors

Important Information

Bidder’s Statement and Offer

Australian Securities & Investments Commission

Investment decision

Disclaimer regarding forward looking statements

Privacy statement

How to accept the Offer

Defined terms

Important dates

1. Letter from the Chairman of the Bidder

4 December 2007

Bidder

Offer

No minimum acceptance condition

Reasons to accept the Offer

Further information for your consideration

VWAP

Trading volumes

Distributions

The Offer is scheduled to close at 5.00pm (Sydney time) on 31 January 2008.

2. Main Features of the Offer

The Offer

Foreign Shareholders

Brokerage Costs

No Stamp Duty

Close of the Offer

Effect of acceptance of Offer

Withdrawal of acceptance of the Offer

Conditions of the Offer

Notification Date for Status of Conditions

Receipt of New Tidewater Shares on acceptance of the Offer

Entitlement to Dividend

If you do not accept the Offer

Tax consequences

ASX listing

Questions

3. Profile of Tidewater

3.1 History to 30 June 2006

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

3.3 Tidewater’s Business Model

(a) agency funds management

(b) discount financial investments

(c)

investments in (financial) distribution and network relationships .

Paul Antony Young (Non-Executive Chairman)

Andrew John Brown (Managing Director)

Stephen Murray Roberts (Non-Executive Director)

3.5 Tidewater’s Historical Financial Results

3.6 Tidewater’s Financial Position as at 31 October 2007

Table III: Reconciliation of Tidewater’s principal investments and shareholders funds at 30 June 2007 and 31 October 2007

3.7 Public announcements by Tidewater

3.8 Trading Performance

Table IV: Trading ranges and volumes of Tidewater Shares on ASX

3.9 Capital Structure

3.10 Tidewater Substantial Shareholders

3.11 Range of Tidewater Shareholdings

Pre-Offer Acquisitions

The Bidder’s Relevant Interest in GrowthPlus Shares

The Bidder’s Voting Power in GrowthPlus Shares

Consideration provided for GrowthPlus Shares during the previous four (4) months

3.13 Corporate Governance Policies

1. Charter for the Board of Directors

ASX Principles of Good Corporate Governance

Appointment and Retirement of Non Executive Directors

Operations of the Board

Board Responsibilities

Board Policies

ARC FUNDS LIMITED Merger & Acquisition 2007