GPT GROUP — Regulatory Filings 2003

Apr 22, 2003

23 April 2003

HAMILTON ISLAND Great Barrier Reef Australia

Homilton Island Limited Homilton Island Queensland 4803 Australia Telephone 07 4946 8051 Focsimile 07 4946 8320

Companies Announcement Office Australian Stock Exchange

Via Facsimile: 1900 999 279

NEW HIGHER OFFER MADE FOR HAMILTON ISLAND LIMITED. THIS OFFER NOW RECOMMENDED BY BOARD

The Board of Hamilton Island Limited ("Hamilton Island") today announced that it has entered into a preliminary agreement with 21^st Century Resorts Holdings Pty Limited ("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.

Transaction details

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

21st Century Resorts is a company established by Hamilton Island's senior management. The shareholders in 21^st Century Resort will be Thakral Holdings Limited (a property group listed on the Australian Stock Exchange), a group of investors arranged by Grant Samuel Corporate Finance Pty Limited including Grant Samuel Property Fund 3, (a fund managed by the Grant Samuel Group) and the senior management team. Thakral will hold 42.5% of the equity in 21^st Century Resorts with an investment of \$31.25 million. Grant Samuel Corporate Finance is financial adviser to 21^st Century Resorts.

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

A recommended, higher cash offer

21^st Century Resorts' offer of \$2.70 is at a significant premium to Hamilton Island's recent share price. With the exception of one day in February this year, following the announcement that GPT had been awarded exclusivity in relation to the strategic review, the Hamilton Island share price has not traded at or above the 21st Century Resorts' offer price for over 2 years.

The Directors of Hamilton Island believe that the Scheme is in the best interests of shareholders and, subject to the findings of the Independent Expert, intend to recommend that shareholders support the proposal in the absence of a superior proposal.

Michael Butler, Chairman of Hamilton Island, said "I am delighted that a higher bid has eventuated, offering shareholders greater value for their Hamilton Island shares."

He further commented that "The cash nature of the \$2.70 offer provides shareholders with a straightforward, fixed price offer for their holding in Hamilton Island."

Further details as to the Scheme terms and conditions and indicative timetable are set out in Attachment I.

Scheme documents, including an independent expert's report to be prepared by Deloitte Corporate Finance Pty Limited, are expected to be sent out to Hamilton Island shareholders in June, with completion anticipated in late July 2003.

For further information please contact:

Trevor Loewensohn J.P. Morgan Australia Limited Phone: 02 9220 1511

Yours sincerely

Gavin Herholdt Company Secretary Hamilton Island Limited

ATTACHMENT I

TERMS AND CONDITIONS AND INDICATIVE TIMETABLE

Terms

As part of the agreement, Hamilton Island has agreed to pay a break fee to 21^st Century Resorts of \$1.85 million in the following circumstances:

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

Key conditions

• Documentation of the ANZ facilities:
• Approval of Hamilton Island shareholders;
• Approval by the Supreme Court of Queensland of the Scheme,
• No material adverse change;
• For a period or three consecutive trading days the All Ordinaries Index does not close 15% or more below the level at the close of trading on the date of the Implementation Agreement;
• Scheme is recommended by a majority of Hamilton Island directors; and
• Various other conditions including consents and approvals by regulatory authorities including FIRB.

Documentation of the ANZ facilities is itself conditional on a number of conditions including the following:

• Legal sign off;
• Appropriate insurance coverage;
• The ANZ being satisfied as to the corporate structure of 21st Century Resorts;
• The ANZ being satisfied as to the capital expenditure works required to be undertaken:
• The ANZ being satisfied as to the identity of the shareholders and noteholders of 21st Century Resorts; and
• · Various other conditions including discharge of encumbrances, registration of security documentation and execution of transaction documentation.

Timing and next steps

Indicative Timetable*
Scheme documentation dispatched to shareholders	18 June 2003
Hamilton Island shareholders' meeting	17 July 2003
	28 July 2003
Court hearing to approve Scheme
Effective date, Scherne becomes binding	29 July 2003
*These datas are indicative only and subject to change

These dates are indicative only and subject to change