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GPT GROUP M&A Activity 2005

Jan 5, 2005

65009_rns_2005-01-05_061c6c8c-8038-4a35-b77c-8b4d8bcfacb7.pdf

M&A Activity

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6 January 2005

Stockland Trust Management Limited ACN 001 900 741

Company Announcements Manager Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

157 Liverpool Street Sydney NSW 2000

Dear Sirs

Stockland Trust Management Limited ("STML") takeover offer ("Offer") for General Property Trust ("GPT") - Extension of Offer Period

Please find enclosed a Notice of Variation of Offer ("Notice") to extend the offer period for the Offer and the letter to GPT unit holders that is being sent with the Notice. These documents will be despatched to GPT unit holders today.

In accordance with Listing Rule 3.2, we advise that:

  • As at the date of the Offer (being 13 December 2004), STML and its associates had no $(a)$ relevant interest in any GPT units.
  • $(b)$ As at 6 January 2005, STML and its associates have a relevant interest in 0.3689% of GPT units, comprising 7,439,137 units out of a total of 2,016,716,610 units presently on issne.

Yours sincerely

Maxa Cli

Matthew Quinn Managing Director

Hugh Thorburn Finance Director

6 January 2005

Stockland Corporation Limited ABN 43 000 181 733

Level 16 157 Livernool Street Sydney NSW 2000

Peter Dalv Chairman

Dear Unitholder

Stockland has announced it will extend its offer to buy all your units in GPT from 14 January 2005 until 4 February 2005. If you accept our offer you will receive 0.608 Stockland Securities for each GPT Unit vou hold.

A Notice of Variation of Offer Under Section 650D of the Corporations Act is enclosed, outlining the extension of offer period.

The merger of Stockland and GPT would form Australia's leading diversified property group, with an indicative market capitalisation of \$15 billion. Stockland's business model is complementary to that of GPT and there are clear synergies between the two groups. The merger would create a solid foundation for generating strong and reliable returns for GPT Unitholders.

Stockland's offer is valued at \$3.68 based on Stockland's five day volume weighted average trading price as at 5 January 2005 of \$6.05. In addition, you would still receive the GPT December 2004 quarterly distribution of up to 5.5 cents. It is important to note that Stockland securities are now trading ex distribution (after Stockland's estimated 19.3 cents half year distribution).

Stockland's offer provides real and tangible benefits for GPT Unitholders:

  • GPT's Independent Expert, Grant Samuel, has advised that GPT units would probably trade at \$3.20-3.25 in the absence of takeover speculation. Our offer represents a substantial premium to this range.
  • A 7% increase in pro forma distributions.
  • Access to Stockland's stronger total return performance, whilst maintaining low risk and volatility.

Stockland's offer is the only offer in the market and I encourage you to accept.

If you require further information about our offer, please call 1800 070 133.

Yours sincerely

Peter Dalv Chairman

NOTICE OF VARIATION OF OFFER UNDER SECTION 650D OF THE CORPORATIONS ACT

EXTENSION OF OFFER PERIOD

General Property Trust (ARSN 090 110 357) and GPT Management Limited TO: (ABN 94 000 335 473) as responsible entity of General Property Trust.

Each person to whom an offer was made ("Offer") pursuant to the Bidder's Statement AND TO: dated 24 November 2004 ("Bidder's Statement") by Stockland Trust Management Limited (ABN 86 001 900 741) ("STML").

STML gives notice under section 650D of the Corporations Act that it varies the Offer by extending the Offer Period (as described in the Bidder's Statement) so as to change the close of the Offer Period from 7.00pm (Eastern Summer Time) on 14 January 2005, to 7.00pm (Eastern Summer Time) on 4 February 2005.

Pursuant to section 630(2) of the Corporations Act, STML further gives notice that:

  • $(a)$ The new date for giving a notice on the status of the Offer conditions is 27 January 2005.
  • As stated in the Notice of Fulfilment of Condition under section 650F of the Corporations Act (b) dated 13 December 2004, the condition in paragraph (b) of Appendix 2 of the Bidder's Statement (relating to consent under the Foreign Acquisitions and Takeovers Act 1975) has been fulfilled and, accordingly, the Offer is now free of that condition.
  • $(c)$ None of the other conditions to the Offer set out in Appendix 2 of the Bidder's Statement have been fulfilled or waived and, accordingly, the Offer remains subject to those conditions.

Unless the context requires otherwise, defined terms in this Notice have the same meaning as in the Bidder's Statement.

Dated: 6 January 2005

A copy of this notice was lodged with the Australian Securities and Investments Commission ("ASIC") on 6 January 2005. Neither ASIC nor any of its officers takes any responsibility for the contents of this Notice.

SIGNED by MATTHEW OUINN and HUGH THORBURN on behalf of STOCKLAND TRUST MANAGEMENT LIMITED, who are authorised to sign this Notice pursuant to a resolution passed by the directors of STOCKLAND TRUST MANAGEMENT LIMITED on 5 January 2005.

Maxa Cei

Matthew Ouinn Director

Hugh Thorburn Director