==> picture [568 x 67] intentionally omitted <==

9

November
2012

Dear

Shareholder,

On
behalf
of
Oldfields
Holdings
Ltd
( Oldfields ),
I
am
pleased
to
invite
you
to
participate
in
the
non-‐ renounceable
one
for
one
(1
:
1)
rights
issue
at
an
offer
price
of
$0.10
per
New
Share
( Offer
Price )
to
raise up
to
approximately
$5.6million
(before
expenses)
( Offer ).

Shareholders
in
Oldfields
that
are
eligible
to
participate
in
the
Offer
are
those
persons
who
are
registered holders
of
fully
paid
ordinary
shares
in
Oldfields
( Shares )
as
at
5.00pm
AEDT
on
Monday,
5
November
2012 and
whose
registered
address
is
in
Australia
or
New
Zealand
( Eligible
Shareholder ).
The
new
Shares
issued under
the
Offer
( New
Shares )
will
be
fully
paid
ordinary
shares
which
will
rank
equally
with
existing
Shares on
issue.

In
addition
to
the
Offer
Eligible
Shareholders
may
subscribe
for
New
Shares
not
otherwise
taken
up
in
the Offer
( Shortfall
Shares )
at
the
same
Offer
Price
( Shortfall
Offer ).
The
Company
may
subsequently
issue
any Shortfall
Shares
not
subscribed
for
by
Eligible
Shareholders
under
the
Shortfall
Offer
to
institutions, sophisticated
and
professional
investors.
Completed
entitlement
and
acceptance
forms
must
be
received by
5.00pm
AEDT
on
Friday
30
November
2012
or
such
other
date
as
Oldfields’
board
of
directors
( Board ),
in its
absolute
discretion,
may
determine,
subject
to
compliance
with
the
applicable
regulatory
requirements.

As
recently
announced
on
the
Australian
Securities
Exchange
( ASX ),
a
key
term
of
Oldfields’
new
facility agreement
with
its
bank
( Facility
Agreement )
is
to
make
a
payment
of
$5
million
to
the
bank
to
repurchase $10
million
of
Oldfields’
debt.
The
funds
raised
from
issue
of
New
Shares
will
be
used
to
make
this payment.
The
Board
believes
the
capital
restructure
resulting
from
this
payment
will
position
Oldfields
for
a return
to
sustainable
profitable
growth.
In
order
to
make
the
payment
and
cover
the
cost
of
the
Offer, Oldfields
will
need
to
raise
a
minimum
of
$5
million
net
of
transaction
costs
( Minimum
Raise )
through
the issue
of
New
Shares.
The
Board
reserves
the
right
to
withdraw
all
or
part
of
the
Offer
(and
Shortfall
Offer)
if the
Minimum
Raise
is
not
raised.

The
Offer
is
not
underwritten.

A
key
risk
of
Oldfields
not
raising
at
least
the
Minimum
Raise
is
that
Oldfields
may
not
be
able
to
make
the $5
million
payment
to
its
bank
and
will
be
in
breach
of
its
Facility
Agreement.
If
Oldfields
defaults
under
the Facility
Agreement,
the
bank
may
be
able
to
enforce
its
security
over
Oldfields
and
its
assets,
and
the
value of
your
investment
in
Oldfields
will
be
diminished.

Other
key
risk
factors,
including
the
key
risks
of
an investment
in
Oldfields,
are
outlined
on
page
16
of
the
accompanying
Company
Presentation
and,
before deciding
to
invest,
Eligible
Shareholders
and
other
prospective
investors
should
consider
all
risk
factors carefully.

Oldfields
received
feedback
from
certain
shareholders
that
they
would
appreciate
an
opportunity
to participate
in
a
capital
raising.
The
Offer
has
been
made
to
provide
all
Eligible
Shareholders
with
an
equal opportunity
to
participate
in
the
future
of
Oldfields.
Over
the
past
year
your
management
team
and
Board have
been
working
to
transform
Oldfields
-‐
some
details
of
the
progress
achieved
to
date
are
included
in the
accompanying
Company
Presentation.

Oldfields
Holdings
Limited
ABN
92
000
307
988 8
Farrow
Road
Campbelltown
NSW
2560
p:
+612
4627
0777
f:
+612
4627
0888

www.oldfields.com.au

==> picture [568 x 67] intentionally omitted <==

Further
details
of
the
Offer
are
set
out
in
the
accompanying
“Offer
Information”
document
and
Oldfields Company
Presentation
released
to
ASX
on
Friday,
26
October
2012
(these
documents
together
with
this letter
form
the Offer
Booklet ).

This
Offer
Booklet
should
be
read
carefully
and
in
its
entirety
before deciding
whether
or
not
to
participate
in
the
Offer.
In
particular,
you
should
consider
the
key
risk
factors outlined
in
the
Company
Presentation.
I
also
encourage
you
to
read
the
recent
ASX
announcements
and annual
report
which
provide
more
information.
You
should
consult
your
stockbroker,
accountant
or
other independent
professional
advisor
to
evaluate
whether
or
not
to
participate
in
the
Offer
and
Shortfall
Offer.

A
personalised
Entitlement
and
Acceptance
Form
which
details
your
entitlement
will
be
sent
to
all
Eligible Shareholders
with
the
Offer
Booklet
on
Friday,
9
November
2012.
Please
complete
it
in
accordance
with the
instructions
on
the
form
and
the
information
contained
in
this
Offer
Booklet.

Thank
you
for
your
continued
support
of
Oldfields.
We
encourage
you
to
support
the
offer
to
enable
you to
participate
in
the
continued
growth
and
success
of
Oldfields.

Please
contact
me
on
0411
262
470
if
you
would
like
further
information
regarding
the
Offer
or
any
other matter
associated
with
your
investment
in
Oldfields.

Yours
faithfully

==> picture [130 x 47] intentionally omitted <==

Julie
Garland
McLellan

Chairman

[email protected]

Oldfields
Holdings
Limited
ABN
92
000
307
988 8
Farrow
Road
Campbelltown
NSW
2560
p:
+612
4627
0777
f:
+612
4627
0888

www.oldfields.com.au

==> picture [353 x 92] intentionally omitted <==

Oldfields Holdings Limited

Offer Information

9986293.5 NSY NSY

**IMPORTANT

INFORMATION**

This Offer Booklet has been prepared by Oldfields and is dated 9 November 2012. This Offer Booklet is not a prospectus or other disclosure document under the Corporations Act 2001 (Cth) ( Corporations Act ) and has not been lodged with the Australian Securities and Investment Commission ( ASIC ). The Offer and Shortfall Offer contained in this Offer Booklet is being made without disclosure in accordance with section 708AA of the Corporations Act, as modified by ASIC Class Order 08/35. Neither ASIC nor ASX, nor any of their officers or employees takes responsibility for the Offer, Shortfall Offer or the merits of the investment to which these relate.

The Offer Booklet does not constitute financial product advice and has been prepared without taking into account Eligible Shareholders’ investment objectives, financial circumstances or particular needs. The Offer Booklet does not purport to contain all the information that Eligible Shareholders may require to make an informed investment decision regarding, or about the rights attaching to, the New Shares. Before deciding whether to apply for New Shares, each Eligible Shareholder should consider whether Oldfields is a suitable investment for them in light of their own investment objectives and financial circumstances and should seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether or not to invest.

Investment Risks

There are a number of risk factors that could potentially impact on Oldfields and its operations. For information about these risks, please refer to the “Risks” section of the Company Presentation at page 16. The potential tax effects of the Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax advisers.

Future performance and forward looking statements

Applicants for New Shares should note that the past Share price performance of Oldfields provides no guidance as to its future Share price performance. Any financial information provided in this Offer Booklet is for illustrative purposes only and is not represented as being indicative of Oldfields’ future financial performance. Any forward looking statements in this Offer Booklet are based on Oldfields’ current expectations about future events. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Oldfields and the Board, which could cause actual results, performance and achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Offer Booklet.

Foreign jurisdictions and restrictions on the distribution of this Offer Booklet

This Offer Booklet and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of New Shares in any place outside Australia or New Zealand. The distribution of this Offer Booklet and the accompanying Entitlement and Acceptance Form outside of Australia or New Zealand may be restricted by law and persons who come into possession of this Offer Booklet and the accompanying Entitlement and Acceptance Form should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws. By applying for New Shares under this Offer Booklet you represent and warrant that there has been no breach of such laws.

9986293.5 NSY NSY

Oldfields disclaims all liabilities to such persons. Eligible Shareholders who are not resident in Australia or New Zealand are responsible for ensuring that taking up New Shares under the Offer does not breach the selling restrictions set out in this Offer Booklet or otherwise violate the securities laws in the relevant overseas jurisdictions. In particular, the Offer and Shortfall Offer have not been, and will not be, registered under the Securities Act of 1933 (US) or the securities laws of any State of the United States and is not being made in the United States or to persons resident in the United States.

Neither the information in this Offer Booklet nor the accompanying Entitlement and Acceptance Form constitutes an offer of securities for sale in the United States or to persons that are, or are acting for the account or benefit of, a U.S. Person. Neither this information nor the accompanying Entitlement and Acceptance Form may be distributed to or relied upon by, persons in the United States or that are, or are acting on behalf of or for the account or benefit of, a U.S. Person, or otherwise distributed in the United States.

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Oldfields with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Offer Booklet and the accompanying Entitlement and Acceptance Form have not been registered, filed or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This Offer Booklet is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

No action has been taken to register or qualify this Offer Booklet, the New Shares, or the Offer or Shortfall Offer, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia and New Zealand.

Disclaimer

No person is authorised to give any information, or to make any representation, in connection with the Offer or Shortfall Offer not contained in this Offer Booklet. Any information or representation not contained in this Offer Booklet may not be relied on as having been authorised by Oldfields, or its related bodies corporate, in connection with the Offer or Shortfall Offer. Except as required by law, and only to the extent so required, neither Oldfields, nor any other person, warrants the future performance of Oldfields or any return on any investment made under this Offer or Shortfall Offer.

Statements made in this Offer Booklet are made only as the date of this Offer Booklet. The information in this Offer Booklet remains subject to change without notice.

Governing law

This document, the Offer and the contracts formed on acceptance of applications are governed by the laws of New South Wales, Australia. Each applicant submits to the exclusive jurisdiction of the courts of that state.

9986293.5 NSY NSY

**1. The

Offer**

Under the Offer, Eligible Shareholders are invited to subscribe for one New Share for every one Share held at 5.00pm AEDT on Monday, 5 November 2012 ( Record Date ) at the Offer Price of 10 cents per New Share.

The number of New Shares to which you are entitled to subscriber for is shown on the accompanying Entitlement and Acceptance Form. The Offer is not underwritten.

**2. Eligible

Shareholder**

Eligible Shareholders are those persons who are registered holders of Shares as at the Record Date and whose registered address is in Australia or New Zealand. Oldfields reserves the right to determine whether a shareholder is an Eligible Shareholder.

Oldfields has determined that it is not practical for holders of Shares with registered addresses in other jurisdictions to participate in the Offer, having regard to the number and value of New Shares they would be offered and the costs of complying with the regulatory requirements in those places. To the extent that a person holds Shares on behalf of another person resident outside Australia or New Zealand, it is that person’s responsibility to ensure that any acceptance complies with all applicable foreign laws.

**3. Use

of
funds**

If all New Shares are subscribed under the Offer, Oldfields will raise approximately $5.6million.

A key term of the Facility Agreement is to make a payment of $5 million to the bank to repurchase $10 million of Oldfields’ debt. The Board intends to use the funds raised from the issue of New Shares to make this $5 million payment to the bank and satisfy its obligations under the Facility Agreement. In order to make the payment and cover the cost of the Offer, Oldfields will need to raise a minimum of $5 million net of the transaction costs of the Offer ( Minimum Raise ) through the issue of New Shares. Any amount raised above the Minimum Raise, will form part of Oldfield’s working capital.

If Oldfields does not raise the Minimum Raise, Oldfields will consider raising funds through the issue of debt. However, there is no guarantee that Oldfields will be able raise additional debt funding. In the event Oldfields is able to raise the debt funding required, Oldfields will continue to operate but may not achieve the same performance it could have achieved if at least the Minimum Raise was raised under the Offer. If Oldfields does not raise the Minimum Raise, the Board reserves the right to withdraw all or part of the Offer.

A key risk of Oldfields not raising at least the Minimum Raise under the Offer or by any debt fundraising, is that Oldfields will not be able to make the $5 million payment to its bank and will be in breach of its Facility Agreement. If Oldfields’ defaults under the Facility Agreement, the bank may be able to enforce its security over Oldfields and its assets and the value of your investment in Oldfields will be diminished.

9986293.5 NSY NSY

**4. Proposed

timetable**

The dates in the timetable below are indicative only and are subject to change. Oldfields reserves the right, subject to the Corporations Act and the listing rules of the ASX ( Listing Rules ), to amend the proposed timetable. Any changes to the proposed timetable will be lodged with ASX.

Announcement of the Offer and release of Friday, 26 October 2012 cleansing notice and Appendix 3B to ASX

Notice sent to existing shareholders

“Ex” date

Monday, 29 October 2012 Tuesday, 30 October 2012

(date from which securities commence trading without entitlement to participate in the Offer)

Record Date

Offer Booklet dispatched to Eligible Shareholders and the Offer opening date

5.00pm AEDT on Monday, 5 November 2012 Friday, 9 November 2012

Closing Date

5.00pm AEDT on Friday, 30 November 2012

(final date by which Entitlement and Acceptance Forms, and payments must be received)

Securities quoted on a deferred settlement basis

Monday, 3 December 2012

ASX notified of under subscriptions (if any)

Wednesday, 5 December 2012

Dispatch holding statements Monday, 10 December 2012 Normal trading resumes Tuesday, 11 December 2012

(securities are no longer trading on a deferred settlement basis)

**5. Shortfall

Offer
and
oversubscriptions**

Eligible Shareholders may also apply for Shortfall Shares at the same time they apply for New Shares under the Offer. Eligible Shareholders must also provide application money to cover the Offer Price for the Shortfall Shares applied for. Shortfall Shares will only be issued under the Shortfall Offer if the Offer is undersubscribed, and will only be issued to the extent necessary to make up any shortfall in subscriptions.

If Oldfields receives applications for Shortfall Shares under the Shortfall Offer that would result in the Offer being oversubscribed, then the Board will scale back 9986293.5 NSY NSY

applications for the Shortfall Shares in proportion to the number of Shortfall Shares subscribed for. There is no guarantee that Eligible Shareholders will receive the Shortfall Shares they apply for in excess of their entitlement under the Offer. If the scale back results in fractions of Shortfall Shares, any such fractions will be rounded up to the nearest whole Shortfall Share.

The Board reserves the right to allot to an Eligible Shareholder who applies for Shortfall Shares a lesser number of Shortfall Shares than the number for which the Eligible Shareholder applied for, or to reject an application, or to not proceed with placing the Shortfall Shares. If you do not receive all of the Shortfall Shares you applied for, the excess application moneys will be returned to you without interest.

Shortfall Shares under the Shortfall Offer will be issued to Eligible Shareholders at the same time as the issue of New Shares under the Offer. All Eligible Shareholders who intend to participate in the Shortfall Offer should note that participation will be subject to compliance with the Takeover Provisions (Chapter 6) of the Corporations Act).

**6. How

to
apply**

A personalised ‘Entitlement and Acceptance Form’ accompanies this Offer Booklet. If you wish to apply for New Shares, please complete the Entitlement and Acceptance Form in accordance with the instructions on the form. You will need to fill in the details in the spaces provided of the number of New Shares you wish to accept and, if you wish to participate in the Shortfall Offer, the number of Shortfall Shares you wish to apply for. Completed Entitlement and Acceptance Forms must be accompanied by a cheque drawn on an Australian bank, bank draft or money order made payable in Australian currency for the appropriate application money, and made payable to “Oldfields Holdings Ltd”.

Please return your completed Entitlement and Application Form and payment to Oldfields’ share registry in accordance with the instructions of the form. Your completed Entitlement and Acceptance Form and payment must be received by Oldfields’ share registry by the Closing Date.

By applying for New Shares, you are taken to:

(a) agree to be bound by the terms and conditions set out in this Offer Booklet and the accompanying Entitlement and Acceptance Form;
(b) acknowledge that investments in Oldfields are subject to risk, including the risks outlined in this Offer Booklet;
(c) meet the criteria for being an Eligible Shareholder as set out in this Offer Booklet;
(d) agree to be bound by Oldfield’s constitution; and
(e) authorise Oldfields to register you as the holder of the New Shares allotted to you, and authorise Oldfields and its officers or agents to do anything on your behalf necessary for the New Shares to be issued to you.

**7. ASX

listing**

Application for official quotation by ASX of the New Shares offered pursuant to this Offer has been made. If approval is not obtained from ASX before the expiration of three (3) months after the date of this Offer (or such period as varied by the ASIC) Oldfields will not issue any New Shares and will repay all application monies for the

9986293.5 NSY NSY

New Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of Oldfields or the New Shares.

**8. Holding

statements**

Oldfields will not be issuing certificates to Eligible Shareholders. Instead, Eligible Shareholders will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer (and the Shortfall Offer, if any). The notice will also advise holders of their Holder Identification Number (HIN) and explain, for future reference, the sale and purchase procedures under the Clearing House Electronic Subregister System (CHESS), which the ASX electronic transfer and settlement system, and issuer sponsorship.

**9. Undersubscription

of
Shortfall
Offer
(and
Offer)**

Any Shortfall Shares not subscribed for by Eligible Shareholders under the Shortfall offer may be subsequently placed at the Board’s absolute discretion to institutional investors, and other prospective sophisticated and professional investors in accordance with Listing Rule 7.2, Exception 3.

In accordance with the above exception to Listing Rule 7.1, Oldfields may issue any Shortfall Shares which are not subscribed for by Eligible Shareholders under the Shortfall Offer at the Board’s discretion, provided that:

(a) the price at which these Shortfall Shares are issued is not less than the Offer Price; and
(b) these Shortfall Shares will be issued within three months of the Closing Date.

**10. Impact

of
Offer
on
your
shareholding
and
on
control**

If all Eligible Shareholders take up their rights to subscribe to New Shares under the Offer, an Eligible Shareholder’s percentage holding in Oldfields will not be diluted. However, to the extent that any Eligible Shareholder fails to take up their rights for New Shares under the Offer, that Eligible Shareholder’s percentage holding in Oldfields will be diluted by those Eligible Shareholders who take up some or all of their rights to New Shares, and are issued with Shortfall Shares.

Oldfields’ major shareholder, Mr Lewis Timms (shares held through Randell Management Services Pty Ltd ATF the Timms Superannuation Fund) ( Major Shareholder ) currently holds 35.14% of Shares. The Major Shareholder has indicated to Oldfields’ that it intends to take-up its full entitlement under the Offer. The Major Shareholder has indicated that it does not intend to subscribe for any shares under the Shortfall Offer. Mr Lewis Timms is also a director of Oldfields.

The possible outcomes of the Major Shareholder’s and other substantial shareholder’s holdings in Oldfields at the conclusion of the Offer are as detailed in the following table (assuming the other substantial shareholders also take up their full entitlement):

9986293.5 NSY NSY

	Current shareholding	Shareholding if Major Shareholder and other substantial shareholders take up 100%, but other eligible shareholders entitlement take up is(and no shortfall shares are taken up):	Shareholding if Major Shareholder and other substantial shareholders take up 100%, but other eligible shareholders entitlement take up is(and no shortfall shares are taken up):	Shareholding if Major Shareholder and other substantial shareholders take up 100%, but other eligible shareholders entitlement take up is(and no shortfall shares are taken up):	Shareholding if Major Shareholder and other substantial shareholders take up 100%, but other eligible shareholders entitlement take up is(and no shortfall shares are taken up):	Shareholding if Major Shareholder and other substantial shareholders take up 100%, but other eligible shareholders entitlement take up is(and no shortfall shares are taken up):
		100%	75%	50%	25%	0%
Major Shareholder	35.14%	35.14%	37.28%	39.71%	42.47%	45.65%
Mr John Westwood (shares held through UFBA Pty Ltd)	10.24%	10.24%	10.87%	11.57%	12.38%	13.31%
Mr Christopher Hext (shares held through his personal shareholding, Lymgrange Pty Ltd, Hext Family Investments Pty Ltd and Nepean Car & Truck Repairs Pty Ltd)	8.57%	8.57%	9.09%	9.68%	10.36%	11.13%

Oldfields considers that any such increase in the voting power of the Major Shareholder in Oldfields may have a material effect on the control of Oldfields as the Major Shareholder would, in these circumstances, be likely to have a greater degree of influence when voting on resolutions to be considered at shareholder meetings. Notwithstanding this, the Board considers that such an effect is acceptable in the circumstances, as all Eligible Shareholders have an equitable opportunity to participate in the Offer, and to take up Shortfall Shares which will minimum increase in the Major Shareholders’ voting power.

11. Directors
interest
and
participation Each member of the Board’s relevant interest (direct or indirect) in the Shares at the date of this Offer Booklet and the number of New Shares they are entitled to subscribe for under the Offer is set out in the table below:

Director	Existing Shares	Entitlement
Ms Julie Garland McLellan	0	0
Mr Christopher Giles	700,000	700,000
Mr Lewis Timms	19,692,264	19,692,264

Christopher Giles and Lewis Timms intend to take up at least part of their entitlement to subscribe for New Shares under the Offer.

**12. Not

participating
in
the
Offer**

If you choose not to participate in the Offer, you do not have to take any action. However, your shareholding in Oldfields will most likely be diluted.

**13. Withdrawal

of
Offer**

The Board reserves its rights to withdraw all or part of the Offer in the event of the

9986293.5 NSY NSY

Offer closes without at least the Minimum Raise being raised. In the event the Board decides to withdraw the Offer, Oldfields will refund (without interest) application moneys received from Eligible Shareholder for the New Shares.

**14. No

rights
trading**

The Offer is made on a non-renounceable basis, and accordingly, Eligible Shareholders may not sell, trade or transfer all or part of their right under the Offer.

15. No
cooling
off
rights Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted.

16. Dividends

Oldfields has not paid dividends since 2009. The Board and management have changed in the past two years and have refocused Oldfields on its core businesses. The funds raised under the Offer and Shortfall Offer will recapitalise the businesses and the Board and management expect Oldfields to trade profitably after the rights issue has been completed and the interest payments are reduced to a manageable amount. The Board expects that when Oldfields is trading profitably, Oldfields may pay a dividend. There is no guarantee that Oldfields will make a dividend payment, however, returning Oldfields to profitablility such that it is able to pay a dividend is one of the Board’s priorities.

9986293.5 NSY NSY

**Oldfields

Holdings
Ltd Company
Presenta6on Chris
Giles
–
Managing
Director October
2012**

Disclaimer

The
informa1on
contained
in
this
document
(“Presenta1on”)
has
been
prepared
by
Oldfields
Holdings
Limited
(“Company”)
in connec1on
with
a
non-‐
renounceable
one
for
one
(1
:
1)
rights
issue
at
an
offer
price
of
$0.10
per
new
share
to
raise
up
to approximately
$5.6million
(before
expenses)
(Offer).
The
Offer
is
being
made
without
a
prospectus
or
other
disclosure
document
in accordance
with
sec1on
708AA
of
the
Corpora1ons
Act
2001
(Cth),
as
modified
by
ASIC
Class
Order
08/35.
Prospec1ve
investors
should have
regard
to
the
Company’s
periodic
and
con1nuous
disclosure
announcements
to
ASX
in
addi1on
to
this
and
any
other announcement
made
in
connec1on
with
the
Offer.
While
the
informa1on
contained
in
this
Presenta1on
has
been
prepared
in
good
faith,
neither
the
Company
nor
any
of
its
shareholders, directors,
officers,
agents,
employees
or
advisers
give
any
representa1ons
or
warran1es
(express
or
implied)
as
to
the
accuracy, reliability
or
completeness
of
the
informa1on
in
this
Presenta1on,
or
of
any
other
wri[en
or
oral
informa1on
made
or
to
be
made available
to
any
interested
party
or
its
advisers
(all
such
informa1on
being
referred
to
as
"Informa1on")
and
liability
therefore
is expressly
disclaimed.
Accordingly,
to
the
full
extent
permi[ed
by
law,
neither
the
Company
nor
any
of
its
shareholders,
directors, officers,
agents,
employees
or
advisers
take
any
responsibility
for,
or
will
accept
any
liability
whether
direct
or
indirect,
express
or implied,
contractual,
tor1ous,
statutory
or
otherwise,
in
respect
of,
the
accuracy
or
completeness
of
the
Informa1on
or
for
any
of
the opinions
contained
in
this
Presenta1on
or
for
any
errors,
omissions
or
misstatements
or
for
any
loss,
howsoever
arising,
from
the
use
of this
Presenta1on.
Neither
the
issue
of
this
Presenta1on
nor
any
part
of
its
contents
is
to
be
taken
as
any
form
of
commitment
on
the
part
of
the
Company to
proceed
with
any
transac1on
and
the
right
is
reserved
to
terminate
any
discussions
or
nego1a1ons
with
any
person.
In
no circumstances
will
the
Company
be
responsible
for
any
costs,
losses
or
expenses
incurred
in
connec1on
with
any
appraisal
or inves1ga1on
of
the
Company.
In
furnishing
this
Presenta1on,
the
Company
does
not
undertake
or
agree
to
any
obliga1on
to
provide the
recipient
with
access
to
any
addi1onal
informa1on
or
to
update
this
Presenta1on
or
to
correct
any
inaccuracies
in,
or
omissions from,
this
Presenta1on
which
may
become
apparent.
This
Presenta1on
should
not
be
considered
as
the
giving
of
investment
advice
by
the
Company
or
any
of
its
shareholders,
directors, officers,
agents,
employees
or
advisers.
Each
party
to
whom
this
Presenta1on
is
made
available
must
make
its
own
independent assessment
of
the
Company
a`er
making
such
inves1ga1ons
and
taking
such
advice
as
may
be
deemed
necessary.
In
par1cular,
any es1mates
or
projec1ons
or
opinions
contained
in
this
Presenta1on
necessarily
involve
significant
elements
of
subjec1ve
judgment, analysis
and
assump1ons
and
each
recipient
should
sa1sfy
itself
in
rela1on
to
such
ma[ers.

Disclaimer

(Con1nued)

This
Presenta1on
may
include
certain
statements
that
may
be
deemed
“forward-‐looking
statements”.
All
statements
in
this presenta1on,
other
than
statements
of
historical
facts,
that
address
future
ac1vi1es
and
events
or
developments
that
the
Company expects,
are
forward-‐looking
statements.
Although
the
Company
believes
the
expecta1ons
expressed
in
such
forward-‐looking statements
are
based
on
reasonable
assump1ons,
such
statements
are
not
guarantees
of
future
performance
and
actual
results
or developments
may
differ
materially
from
those
in
the
forward-‐looking
statements.
The
Company,
its
shareholders,
directors,
officers, agents,
employees
or
advisers,
do
not
represent,
warrant
or
guarantee,
expressly
or
impliedly,
that
the
informa1on
in
this
Presenta1on is
complete
or
accurate.
To
the
maximum
extent
permi[ed
by
law,
the
Company
disclaims
any
responsibility
to
inform
any
recipient
of this
Presenta1on
of
any
ma[er
that
subsequently
comes
to
its
no1ce
which
may
affect
any
of
the
informa1on
contained
in
this Presenta1on.
Factors
that
could
cause
actual
results
to
differ
materially
from
those
in
forward-‐looking
statements
include
market prices,
con1nued
availability
of
capital
and
financing,
and
general
economic,
market
or
business
condi1ons.
Investors
are
cau1oned
that
any
forward-‐looking
statements
are
not
guarantees
of
future
performance
and
that
actual
results
or developments
may
differ
materially
from
those
projected
in
forward-‐looking
statements.
The
Offer
will
be
conducted
in
accordance
with
the
requirements
of
the
laws
of
Australia.
No
new
shares
are
being
offered
to
any person
whose
registered
address
is
outside
of
Australia
or
New
Zealand.
No
ac1on
has
been
taken
to
register
the
new
shares
offered pursuant
to
the
Offer
or
otherwise
permit
an
offering
of
these
shares
outside
Australia.
This
Presenta1on
and
related
offer
documents do
not
cons1tute
an
offer
or
invita1on
in
any
place
in
which,
or
to
any
person
to
whom,
it
would
not
be
lawful
to
make
such
an
offer
or invita1on.
The
distribu1on
of
this
Presenta1on
and
associated
offer
documenta1on
in
jurisdic1ons
outside
Australia
may
be
restricted by
law
and
persons
who
come
into
possession
of
it
who
are
not
in
Australia
should
seek
advice
on
and
observe
any
such
restric1on.
Any failure
to
comply
with
such
restric1ons
may
cons1tute
a
viola1on
of
applicable
securi1es
law.

Opportunity
to
par1cipate
in
the
ongoing transforma1on
of
an
established
Australian
business. Founded
in
1916
and
listed
on
the
ASX
in
1960,
this financial
restructure
will
deleverage
the
balance sheet
allowing
the
business
to
con1nue
to
improve profitability
and
cash
flow.

Oldfields

Overview

Three
key
business
categories:
Paint
Applica1ons
Scaffolding
–
Hire
and
Sales
Sheds
(and
greenhouses)
Compe66ve
Advantages:
Interna1onal
product
sourcing
and
manufacture
Indonesian
JV
for
paint
applica1ons
manufacturing
and
sales
Wholly
owned
scaffolding
manufacturing
facility
in
China
Senior
team
has
extensive
experience
in
hardware
industry
Extensive
scaffolding
and
building
industry
knowledge
Established
1916,
proudly
Australian

Financial

Restructure
Proposal

Oldfields
to
repurchase
$10M
of
bank
debt
for
$5M
• Oldfields
intends
to
raise
$5.6M
by
way
of
a
non-‐renounceable
rights issue
(on
a
one
new
share
for
one
exis1ng
share
basis)
at
10c
per
share
• Board
support
with
Mr
Lewis
Timms,
an
exis1ng
major
shareholder
and Chris
Giles,
CEO
&
Director
taking
up
rights
Total
equity
increases
from
$0.8M
to
$10.7M
with
further
increase
in equity
when
Deferred
Tax
Assets
of
approx.
$1.7M
are
brought
to account
Gearing
Ra1o*
improves
from
17.3x
to
approx.
2.7x
in
FY13
• Bank
will
provide
a
term
debt
facility
of
$4M,
un1l
June
2015,
of
which approx.
$3M
will
be
drawn
down
at
the
closing
of
this
transac1on
Bank
conver1ng
approx.
$2.5M
of
remaining
debt
for
a
Deferred
Senior Loan
Note
(DSLN)
• Term
debt
facility
will
be
on
commercial
terms
and
condi1ons

*Gearing Ratio = Total Debt/EBITDA

Debt

Structure
(Post
Capital
Raising)

1. 2.	Senior Debt ($3.0M) Deferred Senior Loan Note ($2.5M) – Term 10yrs – Repayment or par1al repayments at any1me, at op1on of Oldfelds – Note a[racts capital apprecia1on equal to the share price growth of Oldfelds common shares, but capped at 12% – Note a[racts same level of dividend as normal equity throughout the term of the Note • A $2.5M Note equates to 25M shares, bank receives same dividend distribu;on as ordinary shareholders	Bank Debt June 30, 2012 15.1M Capitalised Interest July-Nov 0.4M Total Bank Debt Nov 30, 201215.5M BuyBack 10.0M Total Debt Post raising 5.5M Comprising Senior Debt 3.0M DSLN 2.5M
	– If the loan note is repaid or par1ally repaid in the 1st5 years Note value apprecia1on is 12%pa compounding irrespec1ve of the share price movement • If share price has increased by more than 12%p.a. compounding, from the rights issue price in 5yrs note is capped at original value +12% p.a. • If share price has grown less than 12%p.a. from the rights issue price note value increases at the same % as the Oldfelds share price • If the share price is lower or the same as the rights issue price aHer 5 years, the note aIracts no interest	5yr Share Price Gain Note Value Apprecia1on Note Value ($M) 0% 0% 2.5 20% 20% 3.0 76%* 76% 4.4 100% 76% 4.4

*76% represents 12%pa compounding

Transforma1on

Highlights

Implemented
cultural
change
to
re-‐engage
with
the
customer
and
consumer
• Closed
loss
making
retail
sheds
and
cleaning
products
businesses
Good
distribu1on
of
paint
applica1on
products
in
Masters
hardware
chain
and
key independent
paint
stores
Gained
price
increases
for
paint
applica1ons
products
implemented
June
2012
• Merged
paint
applica1ons
and
sheds
sales
force
Ra1onalised
overheads
with
8%
reduc1on
in
costs
in FY12
compared
to
same
period
last
year
for
con1nuing opera1ons
($1.1M)

==> picture [207 x 199] intentionally omitted <==

----- Start of picture text -----

75 DSO
(Days)
70
65
60
55
50
45
40
FY10 FY11 FY12
OLH Receivables DSO
OLH Payables DSO
OLH Inventories DSO
----- End of picture text -----

Implemented
structured
cost
savings
program
(Es1mated
FY13
savings
$920K)
Debt
reduc1on
of
$3m
in
the
past
12mths
from
asset sales
Improved
working
capital
management
in
all
key
areas
• Average
stock
turn
turns
increased
from
improved inventory
management

Oldfields

Rebranding

Bringing
the
brand
into
the
21[st] Century
• Brands
being
revitalised
Focus
has
been
on
re-‐engaging
trade
customers,
and developing
a
strong
consumer
offering
for
DIY
customers
• All
products
sold
under
the
Oldfields
umbrella

Rebranding

==> picture [613 x 387] intentionally omitted <==

----- Start of picture text -----

Before
A`er
----- End of picture text -----

Growth

Opportuni1es

**Paint

Applica6ons**

New
entrant
to
hardware
market
presents
good
opportunity
for
Oldfields to
become
a
household
name
once
again
in
the
DIY
market
Con1nue
to
grow
business
through
improved
product
offering
in
DIY
and trade
paint
stores

Scaffolding

Scaffolding
business
set
to
rebound
when
there
is
an
upturn
in construc1on
ac1vity
(internal
forecast
for
FY14)
• Recent
changes
in
safety
regula1ons
driving
requirement
for
addi1onal scaffold
componentry
when
erec1ng
scaffolding
Consolida1on
opportuni1es
in
the
scaffolding
industry

Growth

Opportuni1es

**New

products**

Opportuni1es
exist
for
small
bolt
on
acquisi1ons
Leverage
suppliers’
R&D
centres
for
innova1on
Small
greenhouses
to
suit
higher
density
dwellings
Opportuni1es
to
enter
complimentary
product
categories
in
the
hardware market
leveraging
the
Oldfields
brand
equity
Regain
market
leadership
in
paint
brush
business
through
innova1ve
new products

Customers

Interna1onal
sales
expansion
direct
from
overseas
produc1on
facili1es
for all
businesses
New
distribu1on
routes
for
Sheds’
business
through
garden
centres
and major
hardware
chains
Re-‐engaging
with
core
and
lapsed
customers
Leverage
Oldfields
brand
strength
across
all
3
categories

Financial

Informa1on

$’000’s	FY’12	FY’13
Revenue	28,833	29,163
EBITDA	872	2,000*
EBITDA %	3.0%	6.9%
Dep’n & Amort	1,091	1,128
EBIT	(219)	873*
Proft Before Tax	(1,544)	86*
Opera1ngCash	114	1,417

Expec1ng
strong
revenue
growth
in
Paint Applica1ons
par1ally
offset
by
revenue
decline in
scaffolding
due
to
con1nued
so`ness
in
the construc1on
sector
Growth
from
DIY
hardware
outlets
and
price increases
EBITDA
growth
largely
from
improved
margins from
price
increases
and
iden1fied
and implemented
cost
savings o Product
cost
reduc1ons $170K
o Overhead
cost
reduc1ons $750K
PBT
improvement
from
cost
savings
and
lower interest
expense
savings
of
$500K
pa
in
2012/13 and
a
further
$300K
in
2013/14

*Excludes
one
off
$5M
profit
on
discount
on
debt
buy
back

Pro-‐forma

Balance
Sheet

Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~	Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~	Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~	Item As at June 2012 Change Post Rights Issue & Capitalised Interest Jul-Nov Current Assets $ 9,126,611 $176,418 $ 9,303,029 Non Current Assets $ 11,436,698 $ 0 $ 11,436,698 Total Assets $ 20,563,309 $176,418 $ 20,739,727 Current Liabili1es $ 19,320,273 ($ 14,668,704) $ 4,651,569 Non Current Liabili1es $ 486,936 $ 4,910,720 $ 5,397,656 Total Liabili1es $ 19,807,209 ($9,757,984) $ 10,049,225 Total Equity $ 756,100 $9,934,402 $ 10,690,502 Applying the results of the capital raising to the most recent published balance sheet, and applying capitalised interest from July 12 to Nov 12 assuming 100% take up of rights ~~issue~~
Item ~~ssue~~	As at June 2012	Change	Post Rights Issue & Capitalised Interest Jul-Nov
Current Assets	$ 9,126,611	$176,418	$ 9,303,029
Non Current Assets	$ 11,436,698	$ 0	$ 11,436,698
Total Assets	$ 20,563,309	$176,418	$ 20,739,727

Current Liabili1es	$ 19,320,273	($ 14,668,704)	$ 4,651,569
Non Current Liabili1es	$ 486,936	$ 4,910,720	$ 5,397,656
Total Liabili1es	$ 19,807,209	($9,757,984)	$ 10,049,225

Total Equity	$ 756,100	$9,934,402	$ 10,690,502

Assume post rights issue raises $5.3M net of transaction costs

Corporate

Structure

Item	June 30, 2012	Post Raising Pro Forma
Senior Debt	$14.1M	$ 3.0M
Cash at Bank	$ 0.4M	$ 0.6M
Trade Facility	$ 1.0M	Incl. in Senior Debt
Deferred Senior Loan	Nil	$ 2.5M
Total Equity	$ 0.8M	$10.7M
% top20 shareholders	88.6%	n/a

Risks

Oldfields
exposed
to
general
and
economic
risks
associated
with
the residen1al
and
commercial
construc1on
sector
par1cularly
through
the scaffold
division
If
Oldfields
does
not
raise
at
least
$5M
(either
through
debt
of
equity
funding), Oldfields
will
not
be
able
to
make
the
$5M
payment
as
it
is
required
to
do under
the
terms
of
its
facility
agreement.
This
will
result
in
Oldfields
defaul1ng under
the
facility
agreement
and
the
value
of
shareholders
investment
in Oldfields
will
diminish
Possible
loss
of
one
or
more
major
customers
• Possible
loss
of
key
contract
• Loss
of
key
staff
Expansion
into
new
retail
opportuni1es
does
not
match
expecta1ons
• Compe11ve
pressures
in
construc1on
sector
impac1ng
opera1ng
margin
• Currency
movements
(+/-‐
5%
in
A$/US$
impacts
EBIT
by
$220K)

Appendix

Recent

Ac1vity

Oldfields
Scaffold
undertakes
a
wide
range
of
ac1vity
from
hire
of
mobile towers,
house
wraps
for
buildings
to
major
construc1on
projects
with Mari1me
Services,
Qantas
and
others

Rebranding

to
meet
the
new
Oldfields
Customers

==> picture [721 x 443] intentionally omitted <==

----- Start of picture text -----

19
----- End of picture text -----

Garden

Sheds
and
New
Greenhouses

Board

and
Senior
Management

Independent
Chairman
and
Audit
Commi[ee
Chair,
Julie
Garland-‐McLellan
FAICD: professional
company
director,
interna1onally
renowned
governance
authority,
civil engineer
and
MBA,
former
AICD
Council
member,
senior
execu1ve
with
BHP
and
KPMG.
Managing
Director,
Chris
Giles:
Bachelor
of
Commerce,
CPA
qualified.
25
years
experience
in senior
financial
and
general
management
roles
in
the
fast
moving
consumer
goods
industry. Shareholder
with
700,000
shares.
Non-‐execu1ve
director,
Lewis
Timms:
Bachelor
of
Business
(Accoun1ng
and
Audit), Registered
Tax
Agent,
Real
Estate
and
Business
Agent.
25
years
experience
in
accoun1ng
and audit,
18
years
experience
in
commercial
real
estate
and
project
management.
Major Shareholder
with
19,692,264
shares.
CFO
and
Company
Secretary,
Rob
Coleman:
Bachelor
of
Commerce
(Accoun1ng),
Cer1fied Prac1cing
Accountant.
Senior
management
experience
in
mul1-‐loca1on
wholesale
industry.

AI assistant

OLDFIELDS HOLDINGS LIMITED — Capital/Financing Update 2012

65490_rns_2012-10-28_752f8293-af32-4354-a115-2a6db6a3844f.pdf

9

Dear

Oldfields Holdings Limited

Offer Information

**IMPORTANT

Investment Risks

Future performance and forward looking statements

Foreign jurisdictions and restrictions on the distribution of this Offer Booklet

Disclaimer

Governing law

**1. The

**2. Eligible

**3. Use

**4. Proposed

**5. Shortfall

**6. How

**7. ASX

**8. Holding

**9. Undersubscription

**10. Impact

**12. Not

**13. Withdrawal

**14. No

16. Dividends

**Oldfields

Disclaimer

Disclaimer

Oldfields

Financial

Debt

Transforma1on

Oldfields

Rebranding

Growth

**Paint

Scaffolding

Growth

**New

Customers

Financial

Pro-­‐forma

Corporate

Risks

Appendix

Recent

Rebranding

Garden

Board

More from OLDFIELDS HOLDINGS LIMITED

OLDFIELDS HOLDINGS LIMITED Capital/Financing Update 2012

Pro-‐forma