EUREKA GROUP HOLDINGS LIMITED - Proxy Solicitation & Information Statement 2008

SCV GROUP LIMITED ABN 15 097 241 159

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Date of Meeting: 14th July 2008 Time of Meeting: 10.00am (Brisbane time) Place of Meeting: Hopgood Ganim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane

This Notice of Extraordinary General Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

NOTICE OF GENERAL MEETING SCV GROUP LIMITED ABN 15 097 241 159

Notice is given that a General Meeting of shareholders of SCV Group Limited ABN 15 097 241 159 (" Company ") will be held at the offices of Hopgood Ganim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, on 14th July 2008 at 10.00am (Brisbane time).

AGENDA

SPECIAL BUSINESS

1. ISSUE OF OPTIONS TO EXISTING SENIOR MANAGEMENT

To consider and, if thought fit, pass the following resolution without modification, as an Ordinary Resolution of the Company:

“That in accordance with the provisions of Listing Rule 7.1 of the Official Listing Rules of the Australian Stock Exchange Limited ( ASX ) ( ASX Listing Rules ) and for all other purposes, the Company be authorised to issue the following options to subscribe for ordinary shares in the Company ( Options ) to the following Executive Employees of the Company ( Option Recipient ):

*Recipient*	*Number of* *Options*	*Vesting Date*	*Expiry Date*	*Exercise Price*
Andrea Slingsby, Chief Executive Officer	3,750,000	After 24 months of continuous employment	3 years from the date of issue	11.5 cents each
	3,750,000	After 36 months of continuous employment	3 years from the date of issue	13 cents each
Shane Fraser, Chief Financial Officer	700,000	After 24 months of continuous employment	3 years from the date of issue	11.5 cents each
	700,000	After 36 months of continuous employment	3 years from the date of issue	13 cents each

The Company intends to issue the Options as soon as practicable following the Meeting and in any event no later than three (3) months from the date of the Meeting;
The Options are to be issued to the Option Recipients pursuant to one of the exemptions in Section 708 of the Corporations Act and the issue of the Options will not raise any funds;
A detailed summary of the proposed terms of the Options is contained within the Explanatory Memorandum;
The Company will disregard any votes cast on this Resolution by: o The Option Recipients; and o any associate of the Option Recipients.
• However, the Company need not disregard a vote if: o it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
o it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to
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vote as the proxy decides.

2. VARIATION OF CONVERTIBLE NOTE TERMS AND ISSUE OF SHARES TO BYDAND CAPITAL PTY LTD

To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company:

“That in accordance with the provisions of Listing Rule 10.11 of the ASX Listing Rules, Chapter 2E and Item 7 of Section 611 of the Corporations Act and for all other purposes, the Company be authorised to issue up to 25,000,000 ordinary shares in the capital of the Company ( Conversion Shares ) to Bydand pursuant to the terms of a Deed of Variation between Bydand and the Company dated 26 May 2008 ( Convertible Note Variation ) which varies a convertible note issued ( Convertible Note ) to Bydand pursuant to a Convertible Note Deed dated 29 September 2006 ( Convertible Note Deed ) upon the terms and conditions described in the Explanatory Memorandum accompanying this Notice of Meeting”.

A copy of this Notice and the Explanatory Statement which accompanies this Notice has been lodged with the Australian Securities & Investments Commission in accordance with Section 218 of the Corporations Act ;
The Conversion Shares will be issued to Bydand upon conversion of the Convertible Note Variation, but in any event no later than one (1) month after the date of the Meeting;
A detailed summary of the terms of the Convertible Note Variation, Convertible Note Deed, Varied Convertible Note and the Conversion Shares is contained within the Explanatory Memorandum;
For the purpose of Section 611 of the Corporations Act, an independent experts report prepared by WHK Horwath Securities Limited (in relation to the proposed variation of the Convertible Note and the issue of the Conversion Shares) is enclosed with this Notice of Meeting;
The Company will disregard any votes cast on this Resolution by:
Bydand; and
any associate of Bydand.
However, the Company need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

3. ISSUE OF SHARES TO VILLAGE CARE VENDOR

“That in accordance with the provisions of Listing Rule 7.1 of the Official Listing Rules of the ASX, and for all other purposes, the Company and the Directors of the Company are authorised to issue of 7,500,000 fully paid ordinary shares ( Village Care Shares ) at a deemed issue price of $0.10 each, to Village Care Limited ACN 002 938 614 (or its nominees)( Village Care Vendor ) on the terms and conditions as contained in this Notice of Meeting and the attached Explanatory Memorandum.”

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The Village Care Shares will be issued pursuant to section 708 of the Corporations Act;
The Company intends to issue the Village Care Shares upon completion of the acquisition of assets from Village Care Limited pursuant to a Sale Agreement dated 21 May 2008 (Sale Agreement and in any event no later than three (3) months from the date of the Meeting;
The rights attaching to the Village Care Shares are identical in all respects to the existing ordinary shares on issue in the Company;
The Village Care Shares will be issued as partial consideration under the Sale Agreement and no funds will be raised by the issue of the Village Care Shares;
The Village Care Shares will not be issued to any related party of the Company (within the meaning of the ASX Listing Rules);
The Company will disregard any votes cast on this Resolution by:
The Village Care Vendors; and
any associate of the Village Care.
However, the Company need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

4. ISSUE OF OPTIONS TO PROPOSED SENIOR MANAGEMENT

To consider and, if thought fit, pass the following resolution without modification, as an Ordinary Resolution of the Company:

“That, subject to Resolution 3 being passed, in accordance with the provisions of Listing Rule 7.1 of the Official Listing Rules of the ASX Listing Rules and for all other purposes, the Company be authorised to issue the following options to subscribe for ordinary shares in the Company ( Options ) to the following proposed executive employee of the Company ( Option Recipient ):

*Recipient*	*Number of* *Options*	*Vesting Date*	*Expiry Date*	*Exercise Price*
Loretta Byers	325,000	After 24 months of continuous employment	3 years from the date of issue	11.5 cents each
	325,000	After 36 months of continuous employment	3 years from the date of issue	13 cents each

The Company intends to issue the Options as soon as practicable following the Meeting and in any event no later than three (3) months from the date of the Meeting;
The Options are to be issued to the Option Recipient pursuant to one of the exemptions in Section 708 of the Corporations Act and the issue of the
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Options will not raise any funds;

A detailed summary of the proposed terms of the Options is contained within the Explanatory Memorandum;
The Company will disregard any votes cast on this Resolution by: o The Option Recipient; and o any associate of the Option Recipient.
However, the Company need not disregard a vote if:
it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
o it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

BY ORDER OF THE BOARD

Dennis May Company Secretary 11 June 2008

EXPLANATORY MEMORANDUM SCV GROUP LIMITED ABN 15 097 241 159

1. INTRODUCTION

This Explanatory Memorandum is provided to shareholders of SCV Group Limited ABN 15 097 241 159 ( Company ) to explain the resolutions to be put to Shareholders at the General Meeting of the Company to be held at the offices of Hopgood Ganim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane on 14th July 2008 commencing at 10.00am (Brisbane time).

The Directors recommend shareholders read the accompanying Notice of Meeting, this Explanatory Memorandum and the independent report of WHK Horwath Securities Limited which is enclosed with the Notice of Meeting, in full before making any decision in relation to the resolutions.

Terms used in this Explanatory Memorandum are defined in Section 7 of this Explanatory Memorandum.

2. RESOLUTION 1 - ISSUE OF OPTIONS TO EXISTING SENIOR MANAGEMENT

2.1 Introduction

The Directors have resolved to refer to members for approval the proposed grant to Andrea Slingsby (Chief Executive Officer) and Shane Fraser (Chief Financial Officer) ( Option Recipients ) of a total of 8,900,000 options exercisable as follows ( Options ):

*Recipient*	*Number of* *Options*	*Vesting Date*	*Expiry Date*	*Exercise Price*
Andrea Slingsby, Chief Executive Officer	3,750,000	After 24 months of continuous employment	Three (3) years from the date of issue	11.5 cents each
	3,750,000	After 36 months of continuous employment	Three (3) years from the date of issue	13 cents each
Shane Fraser, Chief Financial Officer	700,000	After 24 months of continuous employment	Three (3) years from the date of issue	11.5 cents each
	700,000	After 36 months of continuous employment	Three (3) years from the date of issue	13 cents each

Subject to the terms set out in section 2.2 below.

Approval for the issue of the Options is sought in accordance with the provisions of Listing Rule 7.1.

2.2 Options Terms

A summary of the material terms of the Options are set out in Annexure A to this Explanatory Memorandum.

2.3 Directors’ Recommendation

With respect to Resolution 1, each of the Directors recommend that shareholders vote in favour of this Ordinary Resolution. The reasons for their recommendation include:

(i) the grant of the Options as proposed to the Option Recipient will provide the Option Recipient with reward and incentive for future services they will provide to the Company to further the progress of the Company; the options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and
(ii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, the Directors considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Options to a third party.

3. RESOLUTION 2 - ISSUE OF SHARES TO BYDAND CAPITAL PTY LTD

3.1 Introduction

On 29 September 2006, Bydand Capital Pty Ltd ( Bydand ) entered into a convertible note deed with the Company ( Convertible Note Deed ). Under the Convertible Note Deed, Bydand provided a loan facility to the Company in the amount of $2,500,000.00 ( Facility ). The Facility was fully drawn by the Company in December 2006. The Convertible Note Deed obliged the Company to issue to Bydand one (1) convertible note, convertible into ordinary shares in the capital of the Company solely at Bydand’s discretion ( Convertible Note ), subject to obtaining any approval of the Company’s shareholders required by Bydand or otherwise required pursuant to the Corporations Act and the Listing Rules. Approval for the issue of the Convertible Note as well as the issue of ordinary shares upon conversion of the Convertible Note was obtained at the Company’s Annual General Meeting on 30 November 2006 ( 2006 Approval ).

On 27 May 2008, the Company and Bydand entered a Deed of Variation ( Convertible Note Variation ) pursuant to which the terms of the Convertible Note Deed and the Convertible Note will, subject to Resolution 2 being passed, be varied.

3.2 Resolution

Resolution 2 seeks shareholder approval to:

(a) vary the terms of the Convertible Note Deed and the Convertible Note as contemplated by the Convertible Note Variation; and
(b) pursuant to the Convertible Note Variation, issue the Conversion Shares to Bydand.

3.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless prior approval is obtained, a company must not issue or agree to issue equity securities to a related party.

A “related party” for the purposes of the Listing Rules has the meaning ascribed to that term in the Corporations Act . A “related party” for the purposes of the Corporations Act is defined widely and it includes a director of the public company. The definition of “related party” is also extended to include an entity controlled by a related party.

Mr Michael Gordon is the ultimate controller of Bydand. Accordingly, as Bydand is an entity controlled by Mr Gordon, a director of the Company, Bydand is considered a related party for the purposes of the Listing Rules and the Corporations Act .

As the Convertible Note was considered to be an “equity security” for the purposes of the Listing Rules, approval under Listing Rule 10.11 was obtained for the issue of the Convertible Note as part of the 2006 Approval. Pursuant to Listing Rule 10.12 Exception 7, shareholder approval was not required to issue shares to Bydand upon conversion of the Convertible Note.

However, pursuant to the Convertible Note Variation, the Company will issue a greater number of shares to Bydand than was contemplated when the 2006 Approval was obtained. Accordingly, approval is now being sought for the issue of the Conversion Shares to Bydand, under Listing Rule 10.11.

In accordance with Listing Rule 7.2, as approval is being sought under Listing Rule 10.11, approval is not required to be obtained under Listing Rule 7.1.

3.4 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of the various exceptions to the general prohibition. One of the exceptions includes where the company first obtains the approval of its shareholders in a general meeting in circumstances where the requirements of Chapter 2E in relation to the convening of that meeting have been met.

As stated above, a “related party” for the purposes of the Corporations Act is defined widely and it includes a director of the public company and any entity controlled by a director.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

The 2006 Approval included approval for the purposes of Chapter 2E of the Corporations Act. By virtue of the Convertible Note Variation and the issue of the Conversion Shares, a financial benefit will be conferred upon a related party within the ambit of Chapter 2E of the Corporations Act .

3.5 Section 611 of the Corporations Act

Section 606 of the Corporations Act prohibits a person from acquiring an interest in a company if the acquisition would result in that person’s voting power (as defined in the Corporations Act ) in the company increasing (relevantly), where the persons voting power increases from 20% or below to more than 20%. However, there are certain specified exceptions to the general prohibition contained in Section 606 of the Corporations Act . In particular, Item 7 of Section 611 of the Corporations Act exempts an acquisition agreed to by a resolution passed at a general meeting on which no votes were cast in favour of the resolution by the person proposing to make the acquisition or their associates.

Details of the voting power of Bydand and its associates are set out in Annexure B of this Explanatory Memorandum.

The 2006 Approval included approval for the purposes of Item 7 of Section 611 of the Corporations Act . By virtue of the Convertible Note Variation and the issue of the Conversion Shares, the interest of Bydand will be greater than approved in the 2006 Approval and accordingly, approval is being sought for the issue of the Conversion Shares to Bydand, under Item 7 of Section 611 of the Corporations Act .

3.6 Summary of Convertible Note Deed

Pursuant to the Convertible Note Deed, Bydand provided the Facility. The Facility was granted for a period of three (3) years, however, may be terminated on the occurrence of a number of events which are discussed below.

The Facility has been fully drawn to two million five hundred thousand dollars ($2,500,000.00) ( Facility Limit ).

In consideration of Bydand providing the Facility to the Company, the Company issued to Bydand the Convertible Note after obtaining the 2006 Approval.

Under the terms of the Convertible Note, the moneys owing pursuant to the Facility shall at the option of Bydand become immediately due and repayable and the Facility shall be terminated in certain circumstances, including:

(a) if the Company breaches any provisions of this Deed or any other agreement between the Company and Bydand;
(b) if in the opinion of Bydand, there has been a substantial change in shareholding of the Company so as to result in an effective change in the control of the Company; and
(c) if the Company ceases to be listed on the ASX or has its securities suspended from trading on the ASX for more than ten (10) consecutive business days.

The Company also provided a number of standard covenants for a Deed of this nature which remain in effect whilst the Note remains outstanding including that:

(a) it will not issue any further shares or securities convertible into shares in the Company, without the prior written consent of Bydand (which shall not be unreasonably withheld), except where such an issue was announced prior to the date of the Convertible Note Deed; and
(b) it will not pay any dividends while the payment of any money owning to the Lender is overdue.

Interest is payable at a rate of 9.00% per annum on all moneys owing from time to time pursuant to the Facility and is payable quarterly in arrears. The moneys owing pursuant to the Facility are required to be repaid by the Company on 29 September 2009 if not converted into Shares.

The following is a summary of the material terms of the Convertible Note and the Conversion Shares:

(a) The Convertible Note secures payment of all advances made pursuant to the Facility up to the Facility Limit;
(b) The Convertible Note shall, at Bydand’s sole option, be convertible in whole or part from time to time on or before 28 September 2009 into Shares in the Company with an issue price of $1.00 per Share;
(c) The number of Shares which the Convertible Note may be converted into from time to time is calculated in accordance with the following formula:
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N = CA/$1.00

[ Where:

N is the number of Shares to be issued; and

CA is the amount nominated by Bydand to the Company of all advances drawn down under the Facility, as the amount which is to be converted into Shares ( Conversion Amount ) ];

(d) Upon conversion, in whole or part of the Convertible Note into Shares, each Conversion Amount shall be deemed to be repaid on issue of the respective Conversion Shares;
(e) Each Conversion Share shall rank, as from the date of conversion, in all respects pari passu with the then existing Shares and the Company shall apply for to the ASX for official quotation of any Conversion Shares issued;
(f) The Convertible Note shall not carry a right to vote at meetings of the Company prior to any conversion of the Convertible Note into Shares;
(g) The Convertible Note will not carry any entitlement to participate in future issues of securities by the Company prior to any conversion of the Convertible Note into Shares;
(h) If the Company reorganises its share capital in any way (including consolidation, subdivision, bonus issue, reduction or return) ( Reorganisation Event ) while the Note is on issue, the number of Shares issued on conversion after the Reorganisation Event will be:
(i) adjusted so that the entitlement of the Shares issued upon conversion of the Note to participate in profits and assets of the Company will be the same as the entitlement of the Shares into which the Note would have been converted had there been no Reorganisation Event; and
(ii) otherwise reorganised in accordance with the Listing Rules so that the noteholder will not receive a benefit that the holders of Shares do not receive and vice versa.

Pursuant to the Convertible Note Deed, the maximum number of Conversion Shares which were to be issued to Bydand, assuming that Bydand elects to convert all of the Facility into Conversion Shares, is 2,500,000 Conversion Shares.

3.7 Summary of the Convertible Note Variation

The terms of the Convertible Note Deed and the Convertible Note which has been issued by SCV in accordance with the 2006 Approval provide that the Convertible Note shall, at the option of Bydand, convert to Shares on the basis of one (1) Share for every $1.00 of the Facility which is outstanding. That is, the Shares to be issued to Bydand upon conversion of the Convertible Note will have an issue price of $1.00 each.

If Bydand does not elect to convert the Convertible Note to Shares, SCV will be obliged to repay all Moneys Owing (including interest) on 29 September 2009.

SCV and Bydand have agreed, subject to shareholder approval being obtained and the Rights Issue being successfully completed, to vary the terms of the Convertible Note Deed and the Convertible Note.

The effect of this variation is that the number of Shares to be issued to Bydand upon conversion of the Convertible Note will increase from 2,500,000 Shares to 25,000,000 Shares on the basis that the full amount of the Facility of $2,500,000 has been drawn and is outstanding as at the date of

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conversion. However, as the conversion will be automatic, SCV will not be obliged to repay any amount under the Convertible Note Deed save for interest which has accrued as at the date of the conversion. Further, SCV will have no further obligations to Bydand under the terms of the Convertible Note Deed following the conversion.

While the 2006 Approval was obtained, SCV now seeks the approval of members to vary the terms of the Convertible Note and issue the increased number of Shares to Bydand upon conversion.

The Convertible Note Variation entered by the Company and Bydand will have the following effect:

the Convertible Note shall convert to Shares on the basis of one (1) Share for every $0.10 of the Facility which is outstanding. That is, the Shares to be issued to Bydand upon conversion of the Convertible Note will have an issue price of $0.10 each; and
the Convertible Note shall automatically convert on the Business Day immediately following shareholder approval being obtained under Resolution 2.

The effect of this variation is that the number of Conversion Shares to be issued to Bydand upon conversion of the Convertible Note will increase from 2,500,000 Shares to 25,000,000 Shares on the basis that the full amount of the Facility of $2,500,000 has been drawn and is outstanding as at the date of conversion.

However, as the conversion will be automatic upon shareholder approval being obtained, SCV will not be obliged to repay any amount under the Convertible Note Deed (save for interest which has accrued as at the date of the conversion).

Further, SCV will have no further obligations to Bydand under the terms of the Convertible Note Deed following the conversion.

3.8 Listing Rule Disclosures

For the purposes of Listing Rule 10.11, the following information is provided to shareholders:

(a) 25,000,000 Conversion Shares will be issued to Bydand, an entity controlled by and an associate of Mr Michael Gordon, a director of the Company;
(b) Subject to successful completion of the Rights Issue, the Convertible Shares will be issued to Bydand on the next business day after shareholder approval is received, which assuming such approval is received, will be 15th July 2008; and
(c) No funds will be raised by the issue of the Conversion Shares, as the Conversion Shares are being issued for in satisfaction of SCV’s obligation to repay moneys owing by the Company to Bydand under the Facility rather than for cash consideration. It is however noted that the issue of any Conversion Shares will be in satisfaction of the obligations of the Company to repay the Conversion Amount pursuant to the Facility.

3.9 Chapter 2E of the Corporations Act

Resolution 2, if passed, will confer financial benefits to Bydand and the Company seeks to obtain member approval in accordance with the requirements of Chapter 2E of the Corporations Act and for this reason and for all other purposes the following information is provided to shareholders:

(a) The related party to whom Resolution 7 would permit the financial benefit to be given

Bydand Capital Pty Ltd, being an entity controlled by Mr Michael Gordon, a director of the Company.

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(b) The nature of the financial benefit

The nature of the proposed financial benefit to be given is represented by the variation of the Convertible Note to issue a greater number of shares to Bydand in consideration for automatic conversion of the Convertible Note.

(c) Directors’ Recommendation

With respect to Resolution 2, Mr Roger Sharp and Mr Andrew Kemp recommend that shareholders vote in favour of this resolution. The reasons for their recommendation include:

(i) the issue of a greater number of Shares is in consideration for the automatic conversion of the Convertible Note which will remove any obligation of SCV to fund repayment of the Facility. It is the directors’ view that by removing the obligation to repay this Facility the Company will be able to focus its cash flow on working capital for the operation of existing and any newly acquired management rights assets; and
(ii) an independent expert’s report has been commissioned and prepared by WHK Horwath Securities Limited into the arrangements pursuant to the variation of the Convertible Note. A copy of the Report is attached to this Explanatory Statement. In summary, WHK Horwath Securities Limited has opined that the proposed transaction is fair and reasonable to the non-associated shareholders of the Company.

As Mr Gordon, is associated with Bydand and therefore interested in the outcome of Resolution 2, he accordingly makes no recommendation to shareholders in respect of this resolution.

Mr Dennis May is company secretary and chief financial officer of Bydand. Although Mr May has no beneficial interest in Bydand, Mr May also makes no recommendation in respect of Resolution 2.

(d) Directors’ Interest and other remuneration

Mr Gordon has a material personal interest in the outcome of Resolution 2, as the Conversion Shares will be issued to Bydand, an entity controlled by and associate with him as set out in Resolution 2.

The following is a summary of the current holdings of Mr Gordon (and entities associated with him, including Bydand):

(i) Bydand holds 8,134,771 Shares in the Company; and
(ii) Bydand holds 2,209,394 options to subscribe for Shares in the Company exercisable at $1.50 each at any time between 31 May 2007 and 31 May 2009 ( Bydand Listed Options ); and
(iii) Bydand holds 263,636 irredeemable converting notes which will progressively convert into ordinary shares in the Company from July 2007 to July 2008 ( Irredeemable Converting Notes ). The Irredeemable Converting Notes were issued to Bydand on 25 January 2006. Shareholder approval was not required for the issue of the Irredeemable Converting Notes as at that time, Bydand was not a related party of the Company for the purposes of the Corporations Act or the ASX Listing Rules (and there were not reasonable grounds for believing that Bydand would be a related party in the future) and the Irredeemable Converting Notes were issued under the Company’s 15% limit in accordance with Listing Rule 7.1.
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It is noted that as the date of this Explanatory Memorandum, the Company is undertaking a Rights Issue to raise approximately $5.5 million. As disclosed in the Prospectus issued by the Company dated 27 May 2008, Bydand does not intend to accept its entitlement under the Rights Issue. Accordingly, no further shares will be issued to Bydand under the Rights Issue.

Annexure B provides the following details of the holdings of Mr Gordon (and the entities associated with him, including Bydand):

(i) Current holdings;
(ii) Holdings assuming successful completion of the Rights Issue (assuming that Bydand does not accept its Entitlement);
(iii) Holdings if the Convertible Note Variation is approved and all drawn down amounts of the Facility automatically convert into Conversion Shares and the maximum number of 25,000,000 Conversion Shares were issued;
(iv) Holdings if all Conversion Shares (25,000,000) are issued and all Irredeemable Converting Notes are converted into Shares; and
(v) Holding if all Conversion Shares (25,000,000) are issued, all Irredeemable Converting Notes are converted into Shares in accordance with their terms and the Bydand Listed Options are exercised.

As the date of this notice, Mr Gordon has not received director's remuneration from the Company for his services as Executive Chairman. This however will be reviewed by the Board from time to time and any variation of these arrangements will be subject to compliance with regulatory requirements and disclosed in accordance with the Company’s disclosure obligations.

(e)

Valuation

In accordance with Listing Rule 10.11 and Item 7 of Section 611 of the Corporations Act , the Company has commissioned a report into the fairness and reasonableness of the transaction to which Resolution 2 relates. The Report, prepared by WHK Horwath Securities Limited and which is attached to this Explanatory Memorandum, sets out a valuation of the Conversion Shares that will be issued to Bydand.

Further details are set forth in the Report, which is attached to this Explanatory Memorandum.

(f) Any other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its Directors

There is no other information known to the Company or any of its directors save and except as follows:

(i) Opportunity Costs

The opportunity costs and benefits foregone by the Company issuing the Conversion Shares to Bydand is the dilutionary impact on the issued share capital of the Company. To the extent that the issue of the Conversion Shares will have a dilutionary impact which will be detrimental to the Company, the Directors believe that this is more than offset by the advantages accruing from the Company in removing the obligation of the Company to repay the Facility.

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(ii) Taxation Consequences

There is no stamp duty expected to be payable in respect of the variation of the Convertible Note Deed or the issue of the Conversion Shares.

The Convertible Note constitutes a debt interest for taxation purposes as the Company has an effectively non contingent obligation to repay the face value of the Convertible Note to Bydand regardless of the economic performance of the Company. Any decision to convert is at the sole discretion of Bydand. In these circumstances the interest paid on the note is considered to be deductible to the Company for taxation purposes.

The conversion of the Convertible Note together with other capital raisings or changes to the holders of Shares in the Company may cause the Company to fail a continuity of ownership test. This test is relevant in the carry forward of the Company’s taxation losses. In the event this test is failed the Company will have to satisfy a same business test to be able to carry forward its taxation losses.

(iii) Dilutionary Effect

The issue of the Conversion Shares will have a dilutionary effect on the current issued capital of the Company.

The effect of the issue of the Conversion Shares on the current issued capital of the Company is set out in Annexure B.

3.10 Item 7 of Section 611 of the Corporations Act

If shareholders approve Resolution 2, Bydand will be issued with 25,000,000 Conversion Shares and the relevant interest in voting shares in the Company of Bydand and its associates will increase.

The current holdings of Bydand in the Company are set out in Section 3.9(d) above.

Annexure B provides the following details of the holdings of Bydand (and its associates) in the Company:

(i) Current holdings;
(ii) Holdings assuming successful completion of the Rights Issue (assuming Bydand does not accept its Entitlement);
(iii) Holdings if the Convertible Note Variation is approved and all drawn down amounts of the Facility automatically convert into Conversion Shares and the maximum number of 25,000,000 Conversion Shares were issued;
(iv) Holdings if all Conversion Shares (25,000,000) are issued and all Irredeemable Converting Notes are converted into Shares; and
(v) Holding if all Conversion Shares (25,000,000) are issued, all Irredeemable Converting Notes are converted into Shares in accordance with their terms and the Bydand Listed Options are exercised.

In order for Bydand to be issued with the increased number of Conversion Shares, this must be approved by a resolution passed at a general meeting of the Company. This Explanatory Memorandum proposes to provide sufficient detail for the shareholders of the Company to appropriately consider such a resolution and should be read in conjunction with the independent report of WHK Horwath which is enclosed with the Notice of Meeting.

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In accordance with Item 7 of Section 611 of the Corporations Act , attached to the Notice of Meeting and this Explanatory Memorandum is an independent report prepared by WHK Horwath Securities Limited ( Report ) into the fairness and reasonableness of the proposed issue of the Conversion Shares. Shareholders are urged to read and consider the Report prior to making a decision as to how to vote on Resolution 2.

3.11 Directors’ Recommendation

With respect to Resolution 2, Mr Roger Sharp and Mr Andrew Kemp recommend that shareholders vote in favour of this resolution. The reasons for their recommendation include:

(a) the issue of a greater number of Shares is in consideration for the automatic conversion of the Convertible Note which will remove any obligation of SCV to fund repayment of the Facility. It is the directors’ view that by removing the obligation to repay this Facility the Company will be able to focus its cash flow on working capital for the operations of existing and any newly acquired management rights assets;
(b) an independent expert’s report has been commissioned and prepared by WHK Horwath Securities Limited into the arrangements pursuant to the Convertible Note Variation. A copy of the Report is attached to this Explanatory Statement. In summary WHK Horwath Securities Limited has opined that the proposed transaction is fair and reasonable to the non-associated shareholders of the Company.

As Mr Gordon, is associated with Bydand and therefore interested in the outcome of Resolution 2, he accordingly makes no recommendation to shareholders in respect of this resolution.

Mr Dennis May is company secretary and chief financial officer of Bydand. Although Mr May has no beneficial interest in Bydand, Mr May makes no recommendation in respect of Resolution 2.

Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to benefits contemplated by the proposed Resolution 2.

4. RESOLUTION 3 - APPROVE THE ISSUE OF SHARES TO THE VILLAGE CARE VENDOR

On 21 May 2008, the Company and its wholly owned subsidiary Viva Retirement Pty Ltd ACN 127 864 573 entered an agreement with Village Care Limited ACN 002 938 614 ( Sale Agreement ) pursuant to which Viva Retirement Pty Ltd would acquire certain assets from Village Care Limited ( Village Care Assets ).

The consideration payable for the acquisition of the Village Care Assets comprises:

(a) $1.25 million in cash; and
(b) $0.75 million in fully paid ordinary shares at the deemed issue price of $0.10 per share.

Village Care Limited is a specialist DMF retirement village manager based in South Australia. Village Care provides a range of professional services to the DMF retirement village sector including the operational management of villages, marketing and sales of retirement homes/units, and advisory work for new and existing clients. Village Care currently manages a portfolio of 19 villages located throughout South Australia, Victoria, New South Wales and Queensland, and employs 21 staff.

Resolution 3 seeks shareholder authorisation to issue of 7,500,000 new fully paid ordinary shares ( Village Care Shares ) at a deemed issue price of $0.10 in accordance with the Sale Agreement. The Village Care Shares will be issued to Village Care Limited as the Vendor or persons nominated by Village Care Limited. The Village Care Shares will be issued pursuant to section 708 of the Corporation Act 2001 .

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Each of the Directors recommend that shareholders vote in favour of this Ordinary Resolution.

5. RESOLUTION 4 - ISSUE OF OPTIONS TO PROPOSED SENIOR MANAGEMENT

5.1 Introduction

As part of completion of the Sale Agreement, SCV Group Limited will employ Loretta Byers, the current Managing Director of the Village Care business. Ms Byers will be appointed as CEO of Village Care. Ms Byers has over thirty years’ experience in the aged care and retirement sectors. Her previous roles have included Director of Nursing, nursing home proprietor and Managing Director of 50 villages with 6,000 residents. SCV believes that the appointment of Ms Byers will provide the Company with additional operational resources to develop the Company’s existing rental portfolio, immediate capabilities in the DMF village management market and a highly recognisable and respected brand.

As part of Ms Byers terms of employment, the Directors propose to issue to Ms Byers a total of 650,000 options to subscribe for shares in the Company exercisable as follows ( Options ):

*Recipient*	*Number of* *Options*	*Vesting Date*	*Expiry Date*	*Exercise Price*
Loretta Byers	325,000	After 24 months of continuous employment	Three (3) years from the date of issue	11.5 cents each
	325,000	After 36 months of continuous employment	Three (3) years from the date of issue	13 cents each

Subject to the terms set out in section 5.2 below.

Approval for the issue of the Options is sought in accordance with the provisions of Listing Rule 7.1.

5.2 Options Terms

A summary of the material terms of the Options are set out in Annexure A to this Explanatory Memorandum.

5.3 Directors’ Recommendation

With respect to Resolution 4, each of the Directors recommend that shareholders vote in favour of this Ordinary Resolution. The reasons for their recommendation include:

(i) the grant of the Options as proposed to the Option Recipient will provide the Option Recipient with reward and incentive for future services they will provide to the Company to further the progress of the Company; the options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and
(ii) in the Company’s circumstances as they existed as at the date of this Explanatory Memorandum, the Directors considered that the incentive provided a cost-effective and efficient incentive as opposed to alternative forms of incentives (eg cash bonuses, increased remuneration). However, it must be recognised that there will be an opportunity cost to the Company, being the price at which the Company could grant the Options to a third party.
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6. MISCELLANEOUS INFORMATION

Capital Structure

Current Structure

The following table sets out the current capital structure of the Company and the capital structure of the Company in the event that:

(a) the Rights Issue is fully subscribed; and
(b) all resolutions put to the Meeting are approved and the maximum number of Conversion Shares, being 25,000,000 and the Options and the Village Care Shares are issued.

	Current Capital	Capital upon issue of the Options, the Conversion Shares and the Village Care Shares as contemplated in Resolutions 1, 2,3 & 4 Note1
Ordinaryshares Note2	94,914,684	127,414,684
Listed options (SCVO)	7,704,400	7,704,400
UnlistedOptions	-	9,550,000
Irredeemable ConvertingNotes (unlisted)	263,636	263,636

Note 1. Assuming that no further shares in the Company are issued (other than the Conversion Shares and the Village Care Shares), that no options on issue in the Company are exercised and that none of the Irredeemable Converting Notes on issue in the Company convert into Shares.

Note 2. Assumes a total of 55,366,899 of Shares will be issued pursuant to the terms of the Rights Issue.

Share Price

The following is a summary of the Company’s share price over the three (3) month period immediately prior to the date of this Notice:

Event	Date	Share Price
High	24 April 2008	$0.25
Low	12 March 2008	$0.075
Last	6 June2008	$0.11

7. INTERPRETATION

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Stock Exchange Limited.

Option Recipient means:

(a) in respect of Resolution 1, each of Andrea Slingsby and Shane Fraser; and
(b) in respect of Resolution 4, Loretta Byers.

Rights Issue means the pro-rata issue of Shares to shareholders of the Company in accordance with the terms set out in a Prospectus issued by the Company and dated 27 May 2008.

Shares means ordinary fully paid shares in the issued capital of the Company.

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Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Dennis May (Company Secretary):

Maja Place, 6 Pikki Street, Maroochydore, Queensland, Australia, 4558

Telephone Phone: +61 7 5451 7070 Facsimile No: +61 7 5451 7099

ANNEXURE A

(a) The securities to be issued to the Option Recipient are options to subscribe for Shares in the Company.
(b) The Options are to be issued for no consideration.
(c) The Options shall be issued in two (2) tranches, as follows:
(i) 50% of the Options will be issued with an exercise price of 11.5 cents each (Series One Options ); and
(ii) 50% of the Options will be issued with an exercise price of 13 cents each ( Series Two Options ).
(d) If an Option Recipient resigns within 24 months from the date of commencement of their employment ( Employment Commencement Date ) the Options will lapse.
(e) If the Option Recipient resigns after 24 months from the Employment Commencement Date, the Options may, and must if at all, be exercised within 60 days of the effective date of the resignation.
(f) The Options will lapse if, before they are exercised, the Option Recipient is terminated for cause (including, but not limited to, serious misconduct).
(g) The Options will vest in full if the Option Recipient's employment is terminated at any time on the basis that the Option Recipient's position has become redundant.
(h) Options may vest at the reasonable discretion of the Board in the event that the Option Recipient ceases to be employed due to incapacity or illness.
(i) If the Executive dies:
(i) where any of the Options have vested as at the date of death ( Vested Options ), the Vested Options may be exercised by the Executive’s estate in accordance with the terms of the Vested Options; and
(ii) all Options other than the Vested Options will automatically lapse upon the Executive’s death.
(j) The Options will vest in full in the event that the Company receives a takeover bid (as defined in Section 9 of the Corporations Act) which is recommended by the Directors of the Company and reaches compulsory acquisition pursuant to Chapter 6A of the Corporations Act or is completed under a Scheme of Arrangement pursuant to the Corporations Act.
(k) Shares issued on exercise of the Options will rank pari passu with all existing ordinary shares of the Company from the date of issue.
(l) The Options may be exercised wholly or in part by notice in writing to the Company received at any time on or before their expiry date together with a cheque for the exercise price of the Option multiplied by the number of Shares in respect of which Options are being exercised;
(m) The Options shall be unlisted.
(n) Upon allotment of Shares pursuant to the exercise of Options, the Company shall use its best endeavours to have such Shares quoted and listed on the Official List of the ASX.
(o) The Option Recipient does not participate in dividends or in bonus issues unless the Options are exercised.
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(p) While the Option Recipient does not have any participating rights in new issues of securities in the Company during the term of any Options held, the Option Recipient shall be afforded a period of at least 10 business days before the record date to determine entitlements to the issue, to exercise the Options and it shall be a condition of the Options that any entitlements to bonus issues of securities are only available to Recipients in the event of a prior exercise of the Options.
(q) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
(i) the number of Options, the exercise price of the Options, or both will be reconstructed (as appropriate) in a manner consistent with the ASX Listing Rules, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and
(ii) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
(r) If there is a pro rata issue (except a bonus issue), the exercise price of an Option may be reduced according to the following formula:

O[n] = O – E [P-(S + D)] N + 1

Where:

O[n] = the new exercise price of the Option;
O = the old exercise price of the Option;
E = the number of underlying securities into which one Option is exercisable;
P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex right date or the ex entitlements date;
S = the subscription price for a security under the pro rata issue;
D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.
(s) If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the Option is exercisable may be increased by the number of Shares which the Option Recipient would have received if the Option had been exercised before the record date for the bonus issue.
(t) The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, the terms of the Options shall not be changed to reduce the exercise price, increase the number of Options or change any period for exercise of the Options.

If all Conversion Shares	issued, Irredeemable	If all Conversion Shares Converting Notes converted	Current Holding3 Holding upon Completion of Rights Issue4 If all Conversion Shares issued5 issued and Converting Notes converted6 and Bydand Options exercised7	No of SCV No of SCV No of SCV No of SCV No of SCV	Holder Shares % Shares % Shares % Shares % Shares %	Bydand Capital Pty Ltd 8,134,771 20.57% 8,134,771 8.57% 33,134,771 27.63% 33,398,407 27.79% 35,607,801 29.09%	Other Shareholders 31,413,014 79.43% 86,779,913 91.43% 86,779,913 72.37% 86,779,913 72.21% 86,779,913 70.91%	Total 39,547,785 100.00% 94,914,684 100.00% 119,914,684 100.00% 120,178,320 100.00% 122,387,714 100.00%	Notes:	1. Michael Gordon's interest in SCV Group Limited is held indirectly through Bydand Capital Pty Ltd, a company owned and controlled by Michael Gordon.	2. Bydand Capital Pty Ltd as part of its business of providing financial accommodation has advanced funds to Maja Holdings Pty Ltd as trustee for the Roberts Family Trust. As	security for this advance, Maja Holdings Pty Ltd as trustee for the Roberts Family Trust has granted Bydand Capital Pty Ltd a share mortgage over part of its holding in SCV,	namely 2,749,000 Shares and 2,050,000 options to subscribe for shares. These securities are in addition to those listed above. Bydand Capital Pty Ltd does not have a relevant	interest in the securities that are the subject of the share mortgage by virtue of Section 609(1) of the Corporations Act. If any arrangement is entered between Bydand Capital Pty	Ltd and Maja Holdings Pty Ltd as trustee for the Roberts Family Trust pursuant to which Bydand Capital Pty Ltd would require a relevant interest in those shares the subject of	the share mortgage, such arrangement will be subject to compliance with the provisions of the Corporations Act.	3. Assumes that no further shares in the Company are issued and no options on issue are exercised.	4. Assumes the only further shares issued are 55,366,899 Shares pursuant to the Rights Issue.	5. Assumes the only further shares issued are 55,366,899 Shares pursuant to the Rights Issue and 25,000,000 Conversion Shares.	6. Assumes the only further shares issued are 55,366,899 Shares pursuant to the Rights Issue, the 25,000,000 Conversion Shares and 263,636 Shares upon conversion of the	Irredeemable Converting Note.	7. Assumes the only further shares issued are 55,366,899 pursuant to the Rights Issue, the 25,000,000 Conversion Shares, 263,636 shares upon conversion of the Irredeemable	Converting Note and 2,209,394 shares upon exercise of the options held by Bydand.	8. Pages 3 and 28 of the Independent Expert's Report issued by WHK Horwath Securities Limited refers to the interest of Bydand Capital Pty Ltd representing 51.33% of SCV	Group Limited, which does not take into consideration the issue of shares under the Rights Issue. In the event that the Rights Issue does not proceed for any reason, the	variation of the Bydand Convertible Note Deed would also not proceed and accordingly, the maximum number of SCV Shares to be issued to Bydand Capital Pty Ltd in the event	that the Bydand Convertible Note was converted on its current terms would be 2,500,000 (as approved at the 2006 Annual General Meeting of SCV Group Limited).