IMPERIAL PACIFIC LIMITED — Proxy Solicitation & Information Statement 2003

Apr 6, 2003

(ABN 65 000 144 561)

1 evel 10 19 Pitt Street Sydney NSW 2000 Tel: 9247 9315 Fax: 9247 9336

7 April 2003

Ms Luise Elsing Manager Listings Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Ms Elsing,

Sale / Option Agreement re Camden Properties

We enclose for immediate release copies of documents relating to a Shareholders' Meeting to be held on 16 May 2003.

The purpose of the meeting is to enable shareholders to consider the possible sale of the group's properties at Camden, NSW for \$8.0 million by way of an Option and Sale arrangement. The meeting is also expected to satisfy Listing Rule 11.1 of the Australian Stock Exchange ie approving a significant change to the nature or scale of Belmont's activities.

The enclosed documents comprise the Notice of General Meeting, the proxy form and the Explanatory Memorandum.

Yours sincerely, For and on behalf of the Board PeterleJ Murray

Chairman of Directors

Belmont Holdings Limited (ABN 65 000 144 561)

Notice of General Meeting

Notice is hereby given that a General Meeting of Shareholders of Belmont Holdings Limited (or "the Company") will be held at the Company's offices, Level 10, 19 Pitt Street, Sydney, on Friday 16 May 2003 at 10.00 am to consider the following item of business:

Ordinary Resolution

" For the purposes of Listing Rule 11.1 of the Listing Rules of Australian Stock Exchange Limited, the Company (and/or its subsidiaries) is hereby authorised to execute all appropriate documentation to facilitate the Option / Sale arrangements relating to group properties at Spring Farm, Camden, NSW, the terms of which are set out in the Explanatory Memorandum accompanying this Notice of Meeting. "

NOTE:

In accordance with Listing Rule 11.1 the Company will disregard any votes cast on the resolution by a person or an associate of that person who might obtain a benefit, except a benefit solely in their capacity of a holder of ordinary securities, if the resolution is passed. However the Company need not disregard a vote if:

• It is cast by a person as a proxy for a person who is entitled to vote with the direction 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 a direction on the proxy form to vote as the proxy decides.

By Order of the Boa .B.Smith

Company Secretary

Sydney

4 April 2003

PROXIES

A member entitled to attend and vote is entitled to appoint no more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member of the Company. Proxies must be deposited at the registered office of the Company not less than 48 hours before the time of the meeting. A proxy form is enclosed with this notice.

(ABN 65 000 144 561)

Proxy Form

To: The Secretary Belmont Holdings Limited Level 10. 19 Pitt Street SYDNEY NSW 2002

I/We
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...................................... , as my/our proxy to vote for me/us at the General Meeting of the company to be held on Friday 16 May 2003 at 10.00 am and at any adjournment thereof. ** This proxy is to represent (proportion) .................................... my/our voting rights. (** Please complete if more than one proxy is being appointed, otherwise delete this sentence). This proxy is to be used to vote for or against the resolution and unless instructed or marked hereunder the proxy may vote as the person thinks fit. (Please tick below as required).

Ordinary Resolution
	-For	Against
To authorise execution by the Company of all Option / Sale documents in
respect of the group's properties at Camden, NSW according to the	$\blacksquare$	$\blacksquare$
Explanatory Memorandum dated 4 April 2003.

NOTE:

Should undirected proxies carrying full voting entitlement be received the Chairman intends to vote in favour of the resolution. If you do not wish to direct your proxy how to vote, please place a mark in this box:

$\Box$

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he/she has an interest in the outcome of the resolution and votes cast by him/her other than as proxy holder will be disregarded because of that interest.

Signed by the said

....................................... ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, (Name of Member) (Signature of Member)

Dated this ....................................

Notes:

1. Where the member is a natural person this proxy must be signed by the member personally or by a duly appointed attorney.

2. Where the member is a corporation this proxy must be executed under the common seal of the corporation or signed by an attorney duly appointed under the common seal of the corporation.

Explanatory Memorandum

in regard to

the possible sale of

group properties

at Spring Farm, Camden, NSW

4 April 2003

This Explanatory Memorandum forms part of the Notice convening the General Meeting of Shareholders of the Company to be held on Friday 16 May 2003. The information is presented to assist shareholders of Belmont Holdings Limited to understand the background to the Notice and the reasons for the Resolution proposed. These procedures are also designed to satisfy Listing Rule 11.1 of Australian Stock Exchange Limited by enabling shareholders to consider the approval of the significant change to Belmont resulting from the sale of the group's properties at Spring Farm, Camden, NSW - should the optionholder exercise its option to purchase.

Background

Belmont Holdings Limited ("Belmont" or "the Company") was established in Newcastle in 1954 and since the early 1980s has been operating as a strategic holding company where its policy is to acquire significant shareholdings in undervalued companies and encourage those companies to enhance their performance, with or without the direct participation of Belmont and its management.

As part of this strategic investment programme Belmont acquired management control in 1991 over Lydgate Holdings Limited, a public company experiencing severe financial difficulties and suspended by the Stock Exchange. By introducing a new focus and undertaking a positive refinancing, Lydgate Holdings Limited was converted into a modest, but viable, resource company re-named Camelot Resources Limited. Operations included gold exploration in Fiji and sand extraction activities from its properties at Spring Farm, Camden, NSW.

During 1994 Camelot Resources Limited underwent a further transformation with new operational senior management joining the company. This saw Camelot Resources Limited changing its corporate status to Camelot Resources NL and its gold activities expanded significantly with the acquisition of additional gold mining and new exploration activities. To enable the conversion to an "NL" company (and satisfy the Corporations legislation of the day) Camelot Resources sold its non-mining Spring Farm property subsidiaries to Belmont, with the purchase price based on an independent valuation by Messrs Knight Frank Hooker of \$605,000. The transaction was approved formally by Camelot Resources shareholders in late 1994 and by Belmont Shareholders on 19 May 1995.

Since that date, Belmont has retained the properties with the ultimate objective of developing or participating in a residential development. For the last three years Belmont management has been particularly active in pursuing and encouraging the local and state authorities to bring development closer for Spring Farm and its immediate neighbourhood. Significant falls in interest rates and the strengthening of the Australian economy during this period brought forward the likelihood of housing land shortages and the NSW Government nominated Spring Farm, Camden for early residential development.

Faced with a range of alternatives in relation to the re-developing the land the Board of Belmont examined various options and located a number of productive parties for a potential sale of the properties. Ultimately, Belmont decided to pursue an approach which granted an Option to

Purchase the properties to a leading Australian home builder. Details of these arrangements are set out below and they should enable Shareholders to consider the resolution being put before them at the forthcoming General Meeting of Shareholders.

The Proposal

$(a)$ The Option Logic

By late 2001 the management of Belmont had been active at meetings in Camden where the progress on the likely early residential redevelopment under a range of Draft Masterplans was debated. While Belmont management understood the key issues it believed it did not have the skills needed to maximise the value of its land holdings. In addition, the Board recognised Belmont did not have the financial resources available to undertake a re-development on its own of what might be 180 home sites. Furthermore it was noted that a new trend had been established in the market which emphasised the joint "House $\&$ Land" package – rather the separate sale of each component – a new approach which favoured the joint developer/homebuilder.

Accordingly, Belmont sought productive parties for its properties and concluded that an outright sale at the time without a "rezoning" in place would not maximise the values of the properties. So the Board decided to adopt an arrangement which would give the other party an Option to Purchase, at an estimated post-rezoned price, the properties by 30 June 2003, such an option carrying an up-front Option fee. This arrangement was designed to give the option holder a major incentive to progress the property's status and maximise available residential development.

(b) The Negotiations

During late 2001 Belmont met with, and pursued, a number of parties and ultimately short-listed a major Australian homebuilder for contract completion. Considerations included the total price offered, the option fee, the payment dates and the scope to enhance even further the monetary consideration. The Option contract was completed on 2 January 2002 and an Option fee of \$320,000 paid over immediately.

$\left( \mathrm{c}\right)$ The Arrangements

The key arrangements contracted with the home-builder are summarised as follows :

Minimum Consideration Payable: Option Fee paid 2 Jan 2002:	\$8,000,000 \$320,000, a sum which is non-refundable but will be
Option Exercise Date:	set off against the total consideration if the option is exercised. 30 June 2003, unless re-zoning has not been
	accomplished by that date, then the buyer may extend the option period by three months by the payment of a further \$200,000.
Payment Dates (unless extended):	\$480,000 on 30 June 2003, \$3,200,000 by 31 Dec 2003 and \$4,000,000 by 31 Dec 2004.
Other:	1. Belmont has negotiated an additional payment if the developable area exceeds 11.94 hectares. 2. Under the arrangements the option holder is obliged to maximise the residential component, namely be participating actively with all planning authorities.

$(d)$ Current Status of Spring Farm

The Masterplan for the area presents an attractive and environmentally friendly layout for what is going to be a virtual new suburb of Camden with some 3,800 home sites. A portion of the properties adjoin the reserve to the Nepean River (including ours) and there is a bush corridor winding through the area. Appropriate playing fields and education facilities form part of the plan.

Camden Council has approved in principle the Masterplan and this has been submitted to State Planning for its approval and consent for the Masterplan to be submitted for public exhibition. This consent is presently outstanding because final arrangements for a transport levy have not been formally documented, although agreed between the various interested parties.

Although the State Government has "fast-tracked" the development of Spring Farm, it does appear that re-zoning is unlikely before 30 June, 2003. Prior to 30 June the homebuilder will have to decide whether to exercise or extend the Option arrangement.

$(e)$ Australian Stock Exchange Limited Requirements

Listing Rule 11.1 of the Australian Stock Exchange Limited requires, inter alia, companies to seek the approval of shareholders if an entity proposes to make a significant change to the nature or scale of its activities. Accordingly Belmont is required to seek such authority from its shareholders to complete the sale of its group properties at Spring Farm, Camden, NSW, the terms of which are set out in this document. The General Meeting of Shareholders is to be held on Friday 16 May 2003

REASONS WHY THE BOARD OF BELMONT SHOULD BE GRANTED APPROVAL TO COMPLETE ALL DOCUMENTATION.

The following reasons are submitted in favour of the motion:

• 1. Belmont has significant interest bearing borrowings of over \$3.0 million and the sale will eliminate this burden.
• 1. Belmont has limited expertise in pure residential development and the arrangements enable Belmont to maximise the values by (a) receiving at attractive price and (b) passing on to an expert developer the negotiations which may give rise to additional consideration.
• 1. Belmont's strength is directed more to the ASX listed investment area and the funds released will enable Belmont to take advantage of what is now the lowest stockmarket scenario Australia has seen for many years.
• 1. After Belmont has received all proceeds it will have on hand at least \$3.0 million in cash investable funds – after paying out all debt sums, interest, profit share to the key financier and taxes on the gain.
• 1. The payment of taxes on the gain will increase Belmont's franking credit levels substantially and it is estimated that Belmont may have the capacity to pay as much as 80 cents per share as fully franked dividends after the transaction.
• 1. Some observers believe the outlook for property in Australia is not as buoyant as it has been in recent years.

REASONS WHY THE BOARD OF BELMONT SHOULD NOT COMPLETE ALL DOCUMENTATION.

The following arguments might be submitted against the motion:

• 1. The property market may continue to rise substantially and by selling, Belmont will miss this rise.
• 1. A renegotiated agreement may produce a higher level of consideration.
• 1. The arrangements are for an Option to Purchase and there is no guarantee that the optionholder will exercise the Option.

Board Recommendation

Having considered all the above implications, your Directors believe you should vote in favour of the resolution. Directors and their associates will be voting in favour of the resolution.

This document has been approved by a resolution of the Board of Directors.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $P E J M$ with $y - Chairman$ of Directors

4 April 2003

Estimated Impact on Group Net Asset Position

	Before	After
	Disposal	Disposal
	(See Note)	(See Note)
	S	S
ASSETS
Current Assets
Cash Assets	3,095	3,095
Receivables	4,486	4,486
	7,581	7,581
Non-current assets
Investments	1,061,737	1,061,737
New Funds available for investment		3,047,000
Property, Plant & Equipment	5,002,726	2,726
	6,064,463	4,111,463
Total Assets	6,072,044	4,119,044
LIABILITIES
Current Liabilities
Payables	(19,322)	(15,786)
	(100,000)
Interest bearing liabilities		0 (15,786)
	(119,322)
Non-current Liabilities
Interest bearing liabilities	(3,046,464)	0
	(3,046,464)	0
Total Liabilities	(3, 165, 786)	(15,786)
Net Assets at Book Value	2,906,258	4,103,258
Less Investment Market Value Difference	(400,000)	(400,000)
Net Tangible Assets	2,506,258	3,703,258
Net Tangible Assets per share	86 cents	\$1.27
Gearing: Total Liabilities : Total Tangible Assets	55.8%	0.4%

Note:

The above accounts are based on the Balance Sheet at 31 December 2002, and show the status after all sale proceeds have been received and various payment obligations satisfied.