GPT GROUP — Regulatory Filings 2003

Oct 21, 2003

General Property Trust & Voyages Hotels and Resorts ASX Announcement

UNCONDITIONAL CASH TAKEOVER OFFER BY VOYAGES FOR HAMILTON ISLAND LIMITED AT \$3.13 PER SHARE

22 October 2003

General Property Trust (GPT) announces that Voyages Hotels & Resorts Pty Limited (Voyages⁽¹⁾) has acquired a 19.99% strategic stake in Hamilton Island from BT Funds Management Limited at \$3.13 per share. Voyages will now make an unconditional cash takeover offer for all the ordinary shares in Hamilton Island Limited (Hamilton Island) at that same price of \$3.13 per share.

The Voyages' takeover offer follows a number of competing proposals for the company over an extended period. Unlike those proposals, this offer will be capable of immediate acceptance by all shareholders.

The takeover offer will be unconditional and represents an increase of 18 cents over the current \$2.95 scheme of arrangement proposal by 21^st Century Resorts Holdings Pty Limited.

The Voyages' offer, as set out in the bidder's statement to be lodged with the Australian Securities and Investments Commission (ASIC) and Hamilton Island by the close of business today, will be distributed to shareholders as soon as possible and will open no later than 2 weeks from today. Any Hamilton Island shareholders who accept the off-market takeover offer will be sent payment within 5 business days of their acceptance of the offer, and will not incur brokerage costs.

Starting today, Voyages will also acquire shares on the stock market at the takeover offer price of \$3.13 per share. This means that shareholders can now sell their shares on market and receive cash payment on the usual market terms of 3 business days after the transaction, even before the off-market offer opens.

Nic Lyons, GPT's Chief Executive, said: "This offer is superior to the current proposed 21^st Century scheme of arrangement in all respects, including as to price, timing and simplicity. That proposal was recommended by the Hamilton Island directors, in the absence of a higher offer. Shareholders now have a superior offer and we expect that the directors of Hamilton Island will withdraw their current recommendation."

Given Voyages now holds a 19.99% stake in Hamilton Island and intends to vote against the scheme, GPT and Voyages believe that if the 21^st Century scheme of arrangement was to proceed to a meeting of shareholders, it is unlikely it would be approved as it requires (among other things) approval by 75% of the votes cast at the meeting to consider the scheme.

GPT has been selectively building a quality portfolio of Hotel/Tourism assets since entering the Hotel/Tourism sector in 1997 with the purchase of Ayers Rock Resort.

The acquisition of Hamilton Island would represent GPT's third large tourism acquisition in the last six years and will take GPT's quality Hotel/Tourism portfolio to a value of over \$700 million.

"Hamilton Island represents an excellent fit with our strategy for the sector and will deliver considerable benefits to GPT's Hotel/Tourism Portfolio."

"We expect to achieve significant cost savings and operational efficiencies through Voyages' established skills and infrastructure as well as synergies with GPT's existing portfolio. Hamilton Island's visitor profile also delivers significant diversification to our portfolio's market and seasonal mix," Mr Lyons said.

Hamilton Island has 45.018 million shares on issue, therefore the total payable for the shares (including the initial 19.99% stake) will be approximately \$140.9 million. In addition there are 0.628 million options over unissued ordinary shares which Voyages may acquire if exercised.

As disclosed in previous offers by GPT/Voyages, following acquisition of 100% of Hamilton Island Limited by Voyages, it is intended that GPT will acquire the resort from Voyages and a special purpose vehicle (owned 49% by GPT and 51% by Lend Lease) will acquire the residential land. Including the repayment of current debt and acquisition costs, GPT's investment in Hamilton Island Resort (including its share of the residential land) is estimated to be \$191-193 million. An initial vield of 10%, consistent with GPT's previous forecasts, is expected to be achieved.

GPT will finance Voyages' acquisition of the Hamilton Island shares and the repayment of Hamilton Island's existing debt using existing lines of credit. On completion of this acquisition, assuming no other acquisitions or borrowings, GPT's gearing will increase to approximately 26%.

⁽¹⁾ Voyages Hotels & Resorts Pty Limited is a wholly owned subsidiary of GPT Hotel Management Pty Limited. All the shares in GPT Hotel Management Pty Limited are held beneficially by unitholders in General Property Trust.

ENDS

Enquiries

GPT Management Ltd Nic Lyons Chief Executive Ph: 02 9237 5816

Bruce Morris, Hotel/Tourism Portfolio Manager Ph: 02 9237 5641

Voyages Hotels and Resorts Pty Limited Grant Hunt, Chief Executive Ph: 02 9339-1020