GPT GROUP — Regulatory Filings 2003

Apr 22, 2003

THAKRAL HOLDINGS LIMITED

ACN 054 346 315 ABN 96 054 346 315

Level 12. Thakral House 301 George Street, Sydney NSW 2000 Australia Telephone: +61 (2) 9272 8888 Facsimile: +61 (2) 9272 8799

Thakral Website: http://www.thakral.com.au

23 April 2003

The Companies Announcements Officer Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Via e-lodgement

Dear Sir

Thakral Holdings Group ("THG") Thakral Holdings Limited joins bid to acquire Hamilton Island

The Directors of Thakral Holdings Limited ("Thakral") are pleased to announce that the Company has committed to a significant investment in 21^st Century Resorts Holdings Limited ("21^st Century Resorts"). 21^st Century Resorts has lodged a bid to acquire Hamilton Island Limited ("Hamilton Island").

Mr John Hudson, Managing Director of Thakral, said "the 21^st Century Resorts' bid offers Hamilton Island shareholders greater value for their shares. The \$2.70 offer price provides shareholders with 31 cents per share more than the expected cash payment by GPT/Voyages of \$2.39"

He further commented that "the cash nature of the \$2.70 offer provides shareholders with a straightforward offer for their holding in Hamilton Island. There is no uncertainty regarding the final amount they will receive as the \$2.70 is a fixed price."

"We are very excited at the prospect of combining Thakral's skills in hotel ownership and development with those of Grant Samuel and the existing Hamilton Island Management team to fully realise the potential of Hamilton Island."

The Directors of Hamilton Island have recommended the bid, stating that it is in the best interests of shareholders, and subject to the findings of the Independent Expert, they intend to recommend that shareholders support the proposal in the absence of a superior proposal.

Thakral Holdings Group ("THG")

• Thakral Holdings Limited joins bid to acquire Hamilton Island (cont.)

$-2-$

Transaction details

21^st Century Resorts proposes a Scheme under which all shareholders in Hamilton Island will sell all their shares for a cash payment of \$2.70 per share.

21^st Century Resorts is a company established by Hamilton Island's Senior Management. Thakral expects to hold 42.5% of the equity in 21^st Century Resorts with an investment of \$31.25 million made up of a combination of \$8.5 million of equity and \$22.75 million shareholder loans. Other investors include the Senior Management of Hamilton Island, Grant Samuel Property Fund, Grant Samuel Investments and a group of individual investors arranged by Grant Samuel Corporate Finance. The total equity and shareholder loans will be \$65.5 million.

Australia & New Zealand Banking Group Limited has agreed to provide credit facilities totalling \$110 million to the 21^st Century Resorts Group.

Higher cash offer

21^st Century Resort's offer of \$2.70 per share is at a significant premium to Hamilton Island's current and historic share price. It represents:

• a premium of 13% to the expected cash payment of \$2.39 by General $\mathbf{u}$ Property Trust ("GPT") and Voyages Hotels & Resorts Pty Limited ("Vovages"). In addition GPT and Vovages may make a deferred payment should Dent Island be developed but Directors of Hamilton Island are unable to attribute a specific value to that payment;
• a premium of 11.1% to Hamilton Island's last closing share price on Tuesday, $\mathbf{R}^{(1)}$ 22 April 2003, of \$2.43; and
• a premium of 36% to Hamilton Island's 30 day volume weighted average share price of \$1.99 prior to announcement of the strategic review.

Key conditions

21^st Century Resorts offer is subject to conditions including:

• $\mathbf{r}$ documentation of the ANZ facilities:
• $\bullet$ approval of Hamilton Island shareholders;
• no material adverse change;
• Scheme is recommended by a majority of Hamilton Island directors: $\blacksquare$

• consents and approvals by regulatory authorities including FIRB. $\blacksquare$

• Thakral Holdings Limited joins bid to acquire Hamilton Island (cont.)

$-3-$

Terms

Hamilton Island has entered into a Preliminary Agreement with 21^st Century Resorts to propose to Hamilton Island shareholders a Scheme of Arrangement ("Scheme") under which 21^st Century Resorts will acquire 100% of Hamilton Island.

Hamilton Island has agreed to pay a break fee to 21^st Century Resorts of \$1.85 million in the event that:

• the Scheme is not approved by the Court or Hamilton Island shareholders;
• a competing proposal is made during the terms of the agreement and is $\mathbf{u}$ , $\mathbf{u}$ successfully completed;
• the Directors withdraw or modify their recommendation in a manner adverse $\mathbf{r}$ to 21st Century Resorts;
• $\mathbf{u}$ . the Independent Expert concludes that the Scheme is not in the best interests of Hamilton Island shareholders or that Hamilton Island shareholders should not vote in favour of the Scheme.

Timing and next steps

Set out below is an indicative timetable for completion of the Scheme.

*These dates are indicative only and subject to change

Indicative Timetable*
Scheme documentation dispatched to shareholders	18 June 2003
Hamilton Island shareholders' meeting	17 July 2003
Court hearing to approve Scheme	28 July 2003
Effective date, Scheme becomes binding	29 July 2003

The Scheme will be subject to shareholders' approval at a meeting expected to be held in July 2003. Scheme documents, including an independent expert's report and detailed tax advice, are expected to be sent out to Hamilton Island shareholders in June with completion anticipated in July 2003.

Yours faithfully

hade chan

Andrew Horne Company Secretary

Further information:

John Hudson Managing Director

Telephone: (02) 9272 8888 Mobile: 0417 266 744