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PEET LIMITED Capital/Financing Update 2009

Apr 5, 2009

65600_rns_2009-04-05_a7f74f03-f30f-49a7-8096-23c947854631.pdf

Capital/Financing Update

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Perth Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 Email [email protected]

www.peet.com.au

asx release

6 April 2009

Australian Stock Exchange Limited Exchange Centre Level 4 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

PEET LIMITED EQUITY RAISING – RETAIL ENTITLEMENT OFFER

Please find attached the Retail Entitlement Offer Booklet relating to the retail component of Peet Limited's ("Peet") Entitlement Offer, which will be mailed to Eligible Retail Shareholders on Monday, 6 April 2009. It contains:

  • Letter from Peet Limited's Chairman
  • Key Dates for the Retail Entitlement Offer
  • ASX Offer announcements
  • How to Apply instructions
  • Important Information

Only Eligible Retail Shareholders that were not offered an opportunity to participate in the institutional component of the Entitlement Offer may participate. A copy of the proposed notification to Ineligible Retail Shareholders will be released to ASX separately.

Yours faithfully PEET LIMITED

DOM SCAFETTA COMPANY SECRETARY

Retail Entitlement Offer

DETAILS OF A 1-FOR-3 NON-RENOUNCEABLE PRO-RATA ENTITLEMENT OFFER OF PEET LIMITED (ACN 008 665 834) ORDINARY SHARES ("NEW SHARES") AT AN OFFER PRICE OF $1.10 PER NEW SHARE

OFFER CLOSES 5:00PM (AWST) THURSDAY 30 APRIL 2009

Chairman's Letter

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

6 April 2009

Dear Shareholder,

Peet Limited Equity Raising – Retail Entitlement Offer

On behalf of Peet Limited ("Peet" or "Company"), I am pleased to invite you to participate in a 1-for-3 accelerated non-renounceable pro-rata entitlement offer of Peet ordinary shares ("New Shares") at an offer price of $1.10 per New Share (the "Entitlement Offer").

On 27 March 2009, Peet announced its intention to raise up to $81.5 million through the Entitlement Offer. I am very pleased that on 27 March 2009, Peet concluded the institutional component, raising approximately $64.4 million.

This invitation relates to the retail component of the Entitlement Offer ("Retail Entitlement Offer"), which has the potential to raise approximately $17.1 million if fully subscribed. The Retail Entitlement Offer is not underwritten, but offers retail shareholders the same opportunity offered to those investors who participated in the Institutional Entitlement Offer.

The equity raising will reduce net debt1 , strengthen the balance sheet and position Peet for future growth opportunities. Our Company will gain the flexibility to participate in attractive market opportunities that are likely to materialise over the medium term. A strengthened capital position will also allow Peet to reconsider the development program of projects that have been deferred due to our current focus on capital management.

Peet has a long tradition of conservative and responsible capital management and already has in place a sound capital management program based on a well-articulated strategy to continue:

  • • to sell a range of product to our core markets (first and second home buyers), particularly in the active Victorian market, generating strong organic cash flow;
  • • our land syndication business with the launch of a new syndicate later this calendar year; and
  • • our program of non-core asset sales.

Following the Entitlement Offer, Peet's pro forma gearing ratio2 as at 31 December 2008 will reduce from 45% to approximately 33%3 . The Company's core debt facility of approximately $235 million does not mature until December 2010.

With the launch of the Entitlement Offer, the Directors of the Company suspended the Dividend Reinvestment Plan in respect of the interim dividend. All shareholders on the register on the dividend record date of 30 March

1 Defined as interest bearing debt less cash at bank

2 Defined as net debt / total assets adjusted for market value of inventory less land vendor liabilities and cash. Net debt excludes land vendor liabilities. A market valuation of inventory was undertaken by an independent valuer as at 30 June 2008 and updated by the Directors for 31 December 2008 based on additional capital expenditure incurred since that time, reduced by the value of lots sold and including a write down of $5.7 million.

3 Assuming 50% take-up under Retail Entitlement Offer.

2009 will receive a $0.03 per share fully franked dividend in cash. The New Shares issued under the Entitlement Offer will not participate in this dividend, however rank pari passu for all future dividends.

This Retail Entitlement Offer Booklet contains the following important information:

  • • Key Dates for the Retail Entitlement Offer;
  • • ASX Offer announcements relating to the Entitlement Offer;
  • • Instructions on "How to Apply" setting out how to accept all or part of your entitlement or apply fo additional New Shares in the Retail Entitlement Offer if you choose to do so; and
  • • Important Information.

You will also receive an Entitlement and Acceptance Form which details your entitlement, to be completed in accordance with the instructions provided on the form and the instructions on "How to Apply".

The Retail Entitlement Offer closes at 5.00pm (AWST) on Thursday, 30 April 2009. To participate, you need to ensure that your completed Entitlement and Acceptance Form, together with your Application Monies, is received by Peet before this time and date OR that you have paid your application monies via Bpay® according to the instructions that are set out on the Entitlement and Acceptance Form. Please refer to the instructions on "How to Apply" that accompany this letter for further information.

Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Shareholders who do not take up their entitlement in full will not receive any value in respect of those entitlements they do not take up. Shareholders are able to apply for more shares than their entitlement, however may be scaled back at Peet's discretion.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

For further information regarding the Retail Entitlement Offer, please call the Peet Entitlement Offer Information Line on 1300 755 641 (local call cost from within Australia) or +61 3 9415 4060 (from outside Australia) at any time from 8.30am to 5.30pm (AWST) Monday to Friday during the Retail Entitlement Offer period or visit our website at www.peet.com.au.

This equity raising follows a period of consolidation and strengthening within the Company that has included bolstering the executive and senior management team and the recruitment of a number of very experienced and talented operational staff. We are enthusiastic about the challenges and opportunities that lie ahead and will continue to work in the best interests of all our investors.

On behalf of the management team and Board of Peet, I invite you to consider this investment opportunity and, as always, thank you for your ongoing support of our Company.

Yours sincerely PEET Limited

Tony Lennon Chairman

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

Any forward looking statements, opinions and estimates provided in this letter are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Any forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance.

This letter, and the accompanying ASX announcements, Retail Entitlement Offer Booklet and Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any "U.S. person" (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"))("U.S. Person"). The New Shares offered in the Entitlement Offer have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or in a transaction exempt from or not subject to the registration requirements of the Securities Act.

Key Dates for the Retail Entitlement Offer

Event Date
Record Date for the Entitlement Offer 4.00pm (AWST) on 1 April 2009
Mailing of Entitlement and Acceptance Form to Eligible Retail Shareholders Completed by 6 April 2009
Retail Entitlement Offer opens 6 April 2009
Retail Entitlement Offer closes 5.00pm (AWST) on 30 April 2009
Settlement of the Retail Entitlement Offer 6 May 2009
Issue of New Shares under the Retail Entitlement Offer 7 May 2009
Dispatch of holding statements 8 May 2009
Normal trading of New Shares issued under the Retail EntitlementOffer expected to commence on ASX 8 May 2009

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Western Standard Time (AWST).

Applicants are encouraged to submit their Entitlement and Acceptance Form as soon as possible after the Retail Entitlement Offer opens. Peet reserves the right, subject to the Corporations Act 2001 (Cth) ("Corporations Act"), ASX Listing Rules and other applicable laws to vary the dates of the Retail Entitlement Offer, including extending the Retail Entitlement Offer or accepting late applications, either generally or in particular cases, without notice. No cooling off rights apply to the Retail Entitlement Offer.

Enquiries

If you have any questions, please call the Peet Entitlement Offer Information Line on 1300 755 641 (local call cost from within Australia) or +61 3 9415 4060 (from outside Australia) at any time from 8.30am to 5.30pm (AWST) Monday to Friday during the Retail Entitlement Offer period, or consult your stockbroker, accountant or other independent professional adviser.

Website: www.peet.com.au

ASX Offer Announcements

Perthwww.peet.com.auLevel 7, 200 St Georges Terrace Perth WA 6000Telephone (08) 9420 1111 Facsimile (08) 9481 4712Email [email protected]
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
27 MARCH 2009
PEET LIMITED ANNOUNCES EQUITY RAISING OF UP TO $81.5 MILLION
• Launch of 1-for-3 accelerated non-renounceable entitlement offer raising up to $81.5m
• Offer price of $1.10 per share
Branch • Institutional offer of approximately $64.4 million, including $10.5 million committed to byPeet Directors and related parties with the remainder underwritten by UBS AG, Australia
• Strengthens balance sheet and positions the Company for growth
• Preparing for new retail syndicate launch in the 2009 calendar year
entity • Continuing to actively manage Australia's third largest land bank held by an ASX listed
• Dividend Reinvestment Plan for the 1H09 interim dividend suspended
Peet Limited ("Peet" or the "Company") today announced the launch of an equity raising tostrengthen the balance sheet and position the Company for future growth.
would reduce net debt1medium term. Peet Managing Director and Chief Executive Officer, Brendan Gore, said the equity raisingand, in conjunction with other capital management initiatives, allowPeet to participate in attractive market opportunities that were likely to materialise over the
said. "A strengthened capital position will also allow Peet to reconsider the development programof projects that have been deferred due to our current focus on capital management," he
opportunities." "Peet has a strong track record of being ahead of the cycle and we are demonstrating thatagain by moving to strengthen our balance sheet in preparedness for future growth
Entitlement Offer. The equity raising launched today is to raise up to $81.5 million through a 1-for-3accelerated non-renounceable pro-rata entitlement offer ("Entitlement Offer"), at an offerprice of $1.10 per share. The institutional component of the Entitlement Offer, representingapproximately $64.4 million, is underwritten by UBS AG, Australia Branch except in relationto the participation by Directors and related parties. The Directors and related parties havecommitted to take approximately 9.5 million shares or approximately $10.5 million of the
1 Defined as interest bearing debt less cash at bank
Perth Melbourne Brisbane 1

OUTLOOK

Peet reconfirms the current trading conditions and business performance outlined in its half year results presentation dated 27 February 2009.

SHAREHOLDER ENQUIRIES

Retail shareholders who have questions regarding the Retail Entitlement Offer should call the Peet Entitlement Offer Information Line on 1300 755 641 (local call cost within Australia) or +61 3 9415 4060 (from outside Australia) at any time from 8.30am to 5.30pm (AWST) Monday to Friday. Further information regarding the Retail Entitlement Offer will be mailed to shareholders and will be available on our website at www.peet.com.au on or around 6 April 2009.

Perth | Melbourne | Brisbane Enriching lives since 1895 | Asset Manager | Land Syndicator | Fund Manager Peet Limited | ACN 008 665 834 | Australian Financial Services Licence 225772 | Licensed Real Estate Agent in WA 4

PerthEmail [email protected] www.peet.com.auLevel 7, 200 St Georges Terrace Perth WA 6000Telephone (08) 9420 1111 Facsimile (08) 9481 4712
ANNEXURES
Attached to this document are a number of annexures.
• Annexure A – offer timetable and structure
• Annexure B – risk disclosure
Entitlement Offer only) • Annexure C – foreign jurisdictions selling restrictions (relating to the Institutional
For investor inquiries, call: For media inquiries, call:
Brendan GoreManaging Director & CEOPeet LimitedPhone: +61 8 9420 1111Email: [email protected] Marie MillsMills Wilson Communication ConsultantsPhone: +61 8 9228 1999Mobile: +61 418 918 202[email protected]
disclosure obligations. This release has been prepared by Peet in connection with the Entitlement Offer of New Shares to members of Peet other thanthose members in foreign jurisdictions who are excluded in accordance with ASX Listing Rule 7.7. The Entitlement Offer isbeing made in accordance with section 708AA of the Corporations Act without the need for a prospectus. Prospective investorsshould have regard to materials lodged by Peet in relation to ASX as Peet is a listed entity required to comply with continuous
The information provided in this release is not financial product or investment advice and has been prepared without taking intoaccount your investment objectives, financial situation or particular needs. You should read the entire release and its annexuresin relation to the Entitlement Offer and any materials lodged with ASX which you consider relevant and consider all of the riskfactors that could affect the performance of Peet and the New Shares in light of your particular investment objectives, financialcircumstances and investment needs (including financial and taxation issues) and seek professional advice from youraccountant, financial adviser, stock broker, lawyer or other professional adviser before deciding whether to invest in NewShares. An investment in Peet is subject to investment risk and other risks, including possible loss of income and principalinvested. A summary of certain risks associated with an investment in Peet is set out in Annexure B.
This release is not and should not be considered to be an invitation or offer of securities for subscription, purchase or sale anddoes not and will not form any part of any contract for the acquisition of shares in Peet.
Information contained in this release may be subject to change from time to time. If there are any material changes relevant toPeet or to the Entitlement Offer, Peet will lodge the appropriate information with ASX.
Perth Melbourne Brisbane

Perth Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 Email [email protected]

www.peet.com.au

7

ANNEXURE A – OFFER TIMETABLE AND STRUCTURE

Event Date
Institutional Entitlement Offer opens 10:00 am (AEDT) on 27 March 2009
Institutional Entitlement Bookbuild 27 March 2009
Institutional Entitlement Offer closes 2:00 pm (AEDT) on 27 March 2009
Record Date for the Entitlement Offer 4:00 pm (AWST) on 1 April 2009
Mailing of Entitlement and Acceptance Form to EligibleRetail Shareholders Completed by 6 April 2009
Retail Entitlement Offer opens 6 April 2009
Settlement of the Institutional Entitlement Offer andInstitutional Entitlement Bookbuild 14 April 2009
Issue of New Shares under the Institutional EntitlementOffer and Institutional Entitlement Bookbuild, andnormal trading of those shares expected to commenceon ASX 15 April 2009
Retail Entitlement Offer closes 5:00 pm (AWST) on 30 April 2009
Settlement of the Retail Entitlement Offer 6 May 2009
Issue of New Shares under the Retail Entitlement Offer 7 May 2009
Dispatch of holding statements 8 May 2009
Normal trading of New Shares issued under the RetailEntitlement Offer expected to commence on ASX 8 May 2009

Note: Dates and times are indicative only and subject to change. All times and dates refer to Australian Western Time ("AWST") or Australian Eastern Daylight Saving Time ("AEDT").

Offer Structure

The Entitlement Offer is non-renounceable and Entitlements cannot be traded on the ASX nor otherwise transferred. This means that Peet shareholders who do not take up their Entitlement to participate in the Entitlement Offer will not receive any value for those Entitlements and their equity interest in Peet will be diluted.

Institutional Entitlement Offer

Eligible Institutional Shareholders will be invited to participate in the Institutional Entitlement Offer on 27 March 2009. Eligible Institutional Shareholders who receive such an invitation will not be eligible to participate in the Retail Entitlement Offer.

Perth | Melbourne | Brisbane

Enriching lives since 1895 | Asset Manager | Land Syndicator | Fund Manager Peet Limited | ACN 008 665 834 | Australian Financial Services Licence 225772 | Licensed Real Estate Agent in WA

www.peet.com.au

Perth Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 Email [email protected]

Eligible Institutional Shareholders can choose to take up or not take up all or part of their Entitlements. Elections in regard to Entitlements need to be advised prior to 2:00pm (AEDT) on 27 March 2009 for Eligible Institutional Shareholders. New Shares equal in number to those not taken up by Eligible Institutional Shareholders and those which would otherwise have been offered to Ineligible Institutional Shareholders will be offered for subscription to Eligible Institutional Shareholders and selected institutional investors at the offer price of $1.10 per New Share.

Retail Entitlement Offer

Eligible Retail Shareholders will be invited to participate in the Retail Entitlement Offer on the same terms as the Institutional Entitlement Offer. The Retail Entitlement Offer will open at 9:00am (AWST) on 6 April 2009 and close at 5:00pm (AWST) on 30 April 2009.

Eligible Retail Shareholders

Eligible Retail Shareholders are those holders of Shares who:

  • are registered as a holder of Shares as at 4:00pm AWST on 1 April 2009 (the "Record Date");
  • have a registered address in Australia or New Zealand;
  • are not in the United States and are not, and are not acting for the account or benefit of, any U.S. Person;
  • are not an Eligible Institutional Shareholder who was invited to participate in the Institutional Entitlement Offer;
  • are not an Ineligible Institutional Shareholder or an Ineligible Retail Shareholder; and
  • are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer without any requirement for a prospectus or offer document to be lodged or registered.

The Retail Entitlement Offer is not being extended to any Shareholder outside Australia and New Zealand save that Peet may (in its absolute discretion) extend the Retail Entitlement Offer to an institutional shareholder in a foreign jurisdiction which did not participate in the Institutional Entitlement Offer (subject to compliance with applicable securities laws).

Stock Lending

Eligible shareholders will be entitled to apply for 1 New Share for every 3 Shares held as at 4.00pm (AWST) on the Record Date, 1 April 2009. If a Peet shareholder has Shares out on loan, the borrower will be regarded as the shareholder for the purposes of determining the Entitlement (provided that those borrowed Shares have not been on-sold).

Perth | Melbourne | Brisbane Enriching lives since 1895 | Asset Manager | Land Syndicator | Fund Manager Peet Limited | ACN 008 665 834 | Australian Financial Services Licence 225772 | Licensed Real Estate Agent in WA 8

www.peet.com.au

Perth Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 Email [email protected]

Availability of funding and refinancing risk

Peet's business is capital intensive. Peet's ability to raise funds on favourable terms for future refinancing, development and acquisitions depends on a number of factors including general economic conditions, political, capital and credit market conditions and the reputation, performance and financial strength of Peet's business. These factors could increase the cost of funding, or reduce the availability of funding, as well as increase Peet's refinancing risk for maturing debt facilities.

Peet's ability to refinance its debt facilities as they fall due will depend upon market conditions and Peet's operating performance. If the debt facilities are not refinanced and need to be repaid, it is possible that Peet will need to realise assets for less than their fair value, which would impact future cash flows.

With respect to Peet's facility with National Australia Bank ("NAB") maturing in March 2010, Peet has agreed to reduce the facility limit in August 2009 and June 2010 by a total of $40 million. Should Peet not satisfy the reduction in the facility limit, NAB may decide to review this facility or other Peet balance sheet debt facilities which could result in increased interest costs or accelerated repayment. Peet has no reason to believe cash flows will be insufficient to satisfy the reduction in facility limit.

Interest rates

The majority of Peet's interest costs are variable in nature. Increases in interest rates could have the effect of reducing the affordability and availability of properties for purchasers, therefore reducing demand and the number of lot sales made by Peet and its managed projects. Interest rates also impact on Peet's cost of funds.

Breach of financial covenants

As at 31 December 2008, Peet was in compliance with all covenants under its debt facilities. Proceeds from the Entitlement Offer, together with other capital management initiatives will strengthen Peet's balance sheet.

The financial covenants in Peet debt facilities relate to Peet earnings, cash flow and asset values, and a material movement in any of these may cause covenants under Peet's debt facilities to be breached. If a breach occurs, this is likely to have negative consequences for Peet, including the possibility of early repayment of drawn debt.

Property assets are by their nature illiquid investments. This may make it difficult to sell assets to repay debt.

Inability to launch further syndicates

Peet's business model depends on the ability to successfully raise money in syndicates from investors. An inability to launch further syndicates may result in a reduction of earnings from syndicate fees. The inability to sell down inventory from Peet's balance sheet into new syndicates over time may require Peet to obtain funding from other sources which may be expensive or difficult to obtain.

Reduction in funds management and syndicate earnings

Peet receives development, marketing and selling management fees, profit shares and performance fees on the syndicates and funds it manages. The level of fees received from Peet's funds management and syndicate businesses may be lower than expected.

Perth | Melbourne | Brisbane Enriching lives since 1895 | Asset Manager | Land Syndicator | Fund Manager Peet Limited | ACN 008 665 834 | Australian Financial Services Licence 225772 | Licensed Real Estate Agent in WA 10

Perthwww.peet.com.auLevel 7, 200 St Georges Terrace Perth WA 6000Telephone (08) 9420 1111 Facsimile (08) 9481 4712Email [email protected]
General economic conditions
A number of factors outside the control of Peet may impact significantly on Peet, its operating andfinancial performance and the price of the Shares, including:
• economic conditions in Australia and internationally;
• general movements in local and international equity and capital markets;
• investor sentiment;
• changes in interest rates, exchange rates and the rate of inflation;
• changes in fiscal, monetary and regulatory policies; and
• international hostilities.
Prolonged or continued deterioration in general economic conditions, including a reduction inGovernment spending or a decrease in consumer and business demand, could be expected,ultimately, to have an adverse impact on Peet's operating and financial performance. This impactmight not be immediate.
13
Perth Melbourne BrisbaneEnriching lives since 1895 Asset Manager Land Syndicator Fund Manager
Peet Limited ACN 008 665 834 Australian Financial Services Licence 225772 Licensed Real Estate Agent in WA

www.peet.com.au

Perth Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 Email [email protected]

ANNEXURE C – FOREIGN JURISDICTIONS SELLING RESTRICTIONS

New Zealand

The Disclosure Materials and any other information relating to the Entitlement Offer ("Information") have not been registered, filed with or approved by any New Zealand regulatory authority under or in connection with the Securities Act 1978 (New Zealand).

United States

The Information does not constitute a prospectus or an offering memorandum or an offer to sell, or the solicitation of an offer to buy, New Shares, in the United States or to a U.S. Person (or to any person acting for the account or benefit of a U.S. Person), or in any other place in which, or to any person to whom, it would not be lawful to make such an offer.

The offer and sale of the Entitlements and the New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered, sold or resold in the United States or to, or for the account or benefit of, any U.S. Persons except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The Information may not be sent or distributed to persons in the United States or to U.S. Persons or to any persons acting for the account or benefit of U.S. Persons.

United Kingdom

The offer of New Shares and Entitlements has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done in relation to the New Shares and/or Entitlements in, from or otherwise involving the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) received in connection with the issue or sale of the New Shares and/or Entitlements has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which Section 21 (1) of FSMA does not apply to Peet.

Hong Kong

The Information has not been, and will not be, registered as a prospectus in Hong Kong under the Companies Ordinance (Cap 32)("CO") nor has it been, nor will it be, authorised by the Securities and Futures Commission ("SFC") in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong (the "SFO"), and the contents herein have not been reviewed by any regulatory authority in Hong Kong. The Information does not constitute an offer or invitation to the public in Hong Kong to acquire any New Share and/or Entitlements. Accordingly, the Information must not be issued, circulated or distributed in Hong Kong other than:

  • (a) to "professional investors" within the meaning of SFO and any rules made under that ordinance ("Professional lnvestors"); or
  • (b) in other circumstances which do not result in the Information being a "prospectus" as defined in the CO nor constitute an offer to the public which requires authorisation by the SFC under the SFO.

Perth | Melbourne | Brisbane Enriching lives since 1895 | Asset Manager | Land Syndicator | Fund Manager Peet Limited | ACN 008 665 834 | Australian Financial Services Licence 225772 | Licensed Real Estate Agent in WA 14

Enriching lives since 1895 | Asset Manager | Land Syndicator | Fund Manager Peet Limited | ACN 008 665 834 | Australian Financial Services Licence 225772 | Licensed Real Estate Agent in WA

How to Apply

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

1. The Retail Entitlement Offer

Eligible Retail Shareholders (as defined in Important Information) are being offered the opportunity to subscribe for 1 New Share for every 3 Peet ordinary shares ("Shares") held at 4.00pm (AWST) on Wednesday, 1 April 2009 ("Entitlement"), at the offer price of $1.10 per New Share ("Offer Price").

Eligible Retail Shareholders may also apply for New Shares in excess of their Entitlement ("Additional New Shares"). Please note that New Shares in excess of Entitlements will only be allocated to Eligible Retail Shareholders, if and to the extent that Peet so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any New Shares in excess of Entitlements will be limited to the extent that there are sufficient New Shares from Eligible Retail Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to Ineligible Retail Shareholders if they had been entitled to participate in the Retail Entitlement Offer. Peet may apply any scaleback (in its absolute discretion).

The Retail Entitlement Offer is being made pursuant to provisions of the Corporations Act which allow rights issues to be offered without a prospectus. As a result, it is important for Eligible Retail Shareholders to read and understand the information on Peet and the Retail Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement or applying for Additional New Shares.

In particular, please refer to this booklet, Peet's interim and annual reports and other announcements made available at www.peet.com.au (including Peet's Half Year Report for the six month period ended 31 December 2008 that was released to ASX on 27 February 2009). Your Entitlement is set out on the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 3 Shares you held as at the record date of 4.00pm (AWST) on Wednesday, 1 April 2009 rounded up to the nearest whole New Share. If you have more than one holding of Shares, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding.

Note: The Entitlement stated on your personalised Entitlement and Acceptance Form may be in excess of the actual Entitlement you may be permitted to take up where, for example, you are holding Shares on behalf of a U.S. Person (see definition of Eligible Retail Shareholder in Important Information).

Nominees

The Retail Entitlement Offer is being made to all shareholders on the register of Peet at 4:00pm (AWST) on Wednesday, 1 April 2009 with an address in Australia or New Zealand and who did not participate in the Institutional Entitlement Offer. Peet is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. Where any holder is acting as a nominee for a foreign person that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws. Any person in the U.S. with a holding through a nominee may not participate in the Offer and the nominee must not send any materials into the U.S. or to any person it knows to be a U.S. Person. Peet is not able to advise on foreign laws.

2. Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer. You should also refer to "Annexure B – Risk Disclosure" of the ASX announcement made on Friday, 27 March 2009 included in this booklet.

How to Apply (cont)

3. Complete and return the accompanying Entitlement and Acceptance Form with your Application Monies or make a payment by Bpay®

If you decide to take up all or part of your Entitlement, or apply for Additional New Shares, please complete and return the personalised Entitlement and Acceptance Form with the requisite Application Monies or pay your Application Monies via Bpay® by following the instructions set out on the personalised Entitlement and Acceptance Form.

Peet will treat you as applying for as many New Shares as your payment will pay for in full, subject to any scale-back it may determine to implement, in its absolute discretion, in respect of Additional New Shares. Amounts received by Peet in excess of your Entitlement ("Excess Amount") may be treated as an application to apply for as many Additional New Shares as your Excess Amount will pay for in full. If you are paying by Bpay®, please make sure to use the specific Biller Code and unique Reference Number on your personalised Entitlement and Acceptance Form. If you receive more than one personalised Entitlement and Acceptance Form, please only use the Reference Number specific to the Entitlement on that Form. If you inadvertently use the same Reference Number for more than one of your Entitlements, you will be deemed to have applied only for Additional New Shares on the Entitlement to which that Reference Number applies.

If you take no action you will not be allocated New Shares and your Entitlement will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

If you take up and pay for all or part of your Entitlement before the close of the Retail Entitlement Offer you will be allotted your New Shares on Thursday, 7 May 2009. If you apply for Additional New Shares then, subject to Peet's absolute discretion to scale-back your application for Additional New Shares (in whole or part), you will be issued these on Thursday, 7 May 2009. Peet's decision on the number of New Shares to be allocated to you will be final.

Peet also reserves the right (in its absolute discretion) to reduce the number of New Shares allocated to Eligible Retail Shareholders, or persons claiming to be Eligible Retail Shareholders, if their claims prove to be overstated or they fail to provide information to substantiate their claims.

4. Acceptance of the Retail Entitlement Offer

The method of acceptance of the Retail Entitlement Offer will depend on your method of payment being:

  • • by Bpay®; or
  • • by cheque, bank draft or money order.

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay®, you will be deemed to have represented that you are an Eligible Retail Shareholder (as defined in Important Information).

By completing and returning your personalised Entitlement and Acceptance Form or making a payment by Bpay®, you will also be deemed to have represented on behalf of each person on whose account you are acting that: (a) you are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person; (b) you acknowledge that the New Shares have not been and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and (c) you

have not and will not send any materials relating to the Retail Entitlement Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person.

Payment by Bpay®

For payment by Bpay®, please follow the instructions on the personalised Entitlement and Acceptance Form. You can only make a payment via Bpay® if you are the holder of an account with an Australian financial institution that supports Bpay® transactions.

Please note that should you choose to pay by Bpay®:

  • • you do not need to submit the personalised Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
  • • if you do not pay for your full Entitlement, you are deemed to have taken up your Entitlement in respect of such whole number of New Shares which is covered in full by your Application Monies.

It is your responsibility to ensure that your Bpay® payment is received by the share registry by no later than 4.00pm (AWST) on Thursday, 30 April 2009 (subject to variation). You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares (only where the amount is A$1.00 or greater) will be refunded on or around Friday, 8 May 2009. No interest will be paid on any Application Monies received or refunded.

Payment by cheque, bank draft or money order

For payment by cheque, bank draft or money order, you should complete your personalised Entitlement and Acceptance Form in accordance with the instructions on the Form and return it accompanied by a cheque, bank draft or money order in Australian currency for the amount of the Application Monies, payable to "Peet Offer Account" and crossed "Not Negotiable".

Your cheque, bank draft or money order must be:

  • • for an amount equal to $1.10 multiplied by the number of New Shares and Additional New Shares that you are applying for; and
  • • in Australian currency drawn on an Australian branch of a financial institution.

You should ensure that sufficient funds are held in relevant account(s) to cover the Application Monies as your cheques will be processed on the day of receipt. If the amount of your cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay in full for the number of New Shares you have applied for in your personalised Entitlement and Acceptance Form, you will be taken to have applied for such lower number of whole New Shares as your cleared Application Monies will pay for (and to have specified that number of New Shares on your personalised Entitlement and Acceptance Form). Alternatively, your application will not be accepted.

Any Application Monies received for more than your final allocation of New Shares and Additional New Shares (only where the amount is A$1.00 or greater) will be refunded on or around Friday, 8 May 2009. No interest will be paid on any Application Monies received or refunded.

Cash payments will not be accepted. Receipts for payment will not be issued.

How to Apply (cont)

To participate in the Entitlement Offer, your payment must be received no later than the close of the Retail Entitlement Offer, at 5.00pm (AWST) on Thursday, 30 April 2009. Shareholders who make payment via cheque, bank draft or money order should mail their completed personalised Entitlement and Acceptance Form together with Application Monies using the reply paid or self-addressed envelope provided with this booklet, or mail to:

Computershare Investor Services Pty Ltd Peet Limited Entitlement Offer Locked Bag 2508 Perth WA 6001

Important Information

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

This booklet (including the ASX Offer announcements in relation to the Entitlement Offer) and enclosed personalised Entitlement and Acceptance Form ("Information") have been prepared by Peet Limited (ABN 56 008 665 834) ("Peet"). This Information is dated Monday, 6 April 2009 (other than ASX Offer Announcements).

No party other than Peet has authorised or caused the issue of this Information, or takes any responsibility for, or makes, any statements, representations or undertakings in this Information.

This Information is important and requires your immediate attention.

You should read this Information carefully and in its entirety before deciding whether to invest in New Shares or Additional New Shares. In particular, you should consider the risk factors outlined in Annexure B of the ASX announcement of the Entitlement Offer made on Friday, 27 March 2009 that could affect the operating and financial performance of Peet or the value of an investment in Peet.

You should consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer.

Peet has applied for the grant by ASX of official quotation of the New Shares.

1. Eligible Retail Shareholders

This Information contains an offer of New Shares to Eligible Retail Shareholders in Australia and New Zealand and has been prepared in accordance with section 708AA of the Corporations Act as notionally modified by Australian Securities and Investments Commission ("ASIC") Class Order 08/35.

Eligible Retail Shareholders are those holders of Shares who:

  • • are registered as a holder of Shares as at 4.00pm (AWST) on Wednesday, 1 April 2009 (the "Record Date")4 ;
  • • have a registered address in Australia or New Zealand;
  • • are not in the United States and are not "U.S. persons" (as defined under Regulation S under the United States Securities Act of 1933, as amended) ("U.S. Persons") or acting for the account or benefit of U.S. Persons;
  • • were not an Institutional Shareholder eligible to participate under the Institutional Entitlement Offer (or an Ineligible Institutional Shareholder); and
  • • are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Peet may (in its absolute discretion) extend the Retail Entitlement Offer to any Institutional Shareholder in foreign jurisdictions which did not participate in the institutional component of the Entitlement Offer (subject to compliance with applicable laws).

4 Pursuant to a waiver from ASX and for the purposes of determining entitlements under the Entitlement Offer, Peet will disregard transactions in Shares after implementation of the trading halt in Peet shares on 27 March 2009, except for settlement of on-market transactions that occurred prior to the implementation of the trading halt.

Important Information (cont)

2. Additional New Shares

Peet reserves the right to allot any Additional New Shares if, and to the extent that Peet so determines, in its absolute discretion, having regard to circumstances as at the time of the close of the Retail Entitlement Offer. Any New Shares in excess of Entitlements will be limited to the extent that there are sufficient New Shares from Eligible Retail Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to Ineligible Retail Shareholders if they had been entitled to participate in the Retail Entitlement Offer.

If you apply for Additional New Shares then, subject to Peet's absolute discretion to scale-back your application for Additional New Shares (in whole or part), you will be issued these on Thursday, 7 May 2009. Peet's decision on the number of Additional New Shares to be allocated to you will be final.

3. No cooling off rights

Cooling off rights do not apply to an investment in New Shares or Additional New Shares. You cannot withdraw your application once it has been accepted.

4. No Entitlements trading

Entitlements are non-renounceable and cannot be traded on the ASX or any other exchange, nor can they be privately transferred.

5. Not investment advice

The Information is not a prospectus under the Corporations Act and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. Peet is not licensed to provide financial product advice in respect of the New Shares or Additional New Shares. The Information does not purport to contain all the information that you may require to evaluate a possible application for New Shares or Additional New Shares.

Before deciding whether to apply for New Shares or Additional New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. If, after reading the Information, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other independent professional adviser.

6. Taxation

Set out below is a summary of the Australian tax implications of the Retail Entitlement Offer for Eligible Retail Shareholders who are residents of Australia for tax purposes and who hold their Shares as capital assets.

The summary below does not apply to Eligible Retail Shareholders who hold their Shares as assets used in carrying on a business or who may carry on the business of share trading, banking or investment.

The summary below does not apply to Eligible Retail Shareholders whose Shares are held through an employee share plan or whose Shares are held as revenue assets or trading stock.

The summary below also does not take account of any individual circumstances of any particular Eligible Retail Shareholder. Eligible Retail Shareholders should seek specific advice applicable to their own particular circumstances from their own financial or tax advisers.

The summary below is based on the law in effect as at the date of this Information.

Issue of Entitlements

Subject to the qualifications noted above, the issue of the Entitlements will not itself result in any amount being included in the assessable income of an Eligible Retail Shareholder.

Exercise of Entitlements

Eligible Retail Shareholders who exercise their Entitlements and subscribe for New Shares and, in Peet's absolute discretion, Additional New Shares, will acquire those shares with a cost base for capital gains tax ("CGT") purposes equal to the Offer Price payable by them for those New Shares or Additional New Shares plus any non-deductible incidental costs they incur in acquiring them, but will not make any capital gain or loss, or assessable income, from exercising the Entitlements or subscribing for the New Shares or Additional New Shares.

New Shares

Eligible Retail Shareholders who exercise their Entitlements will acquire New Shares and, in Peet's absolute discretion, Additional New Shares (as applicable). Any future dividends or other distributions made in respect of those New Shares and Additional New Shares will be subject to the same taxation treatment as dividends or other distributions made on Shares held in the same circumstances.

On any future disposal of New Shares and Additional New Shares, Eligible Retail Shareholders may make a capital gain or capital loss, depending on whether the capital proceeds of that disposal are more than the cost base or less than the reduced cost base of the New Shares and Additional New Shares. The cost base of those Shares is described above.

New Shares will be treated for the purposes of the CGT rules as having been acquired when the Eligible Retail Shareholder exercised the Entitlement to subscribe for them. Additional New Shares will be treated for the purposes of the CGT rules as having been acquired when Peet issues or allots those Additional New Shares. In order to benefit from the CGT discount that may be available in respect of a disposal of those Shares, they must have been held for at least 12 months after those dates before the disposal occurs.

Other Australian taxes

No Australian Goods and Services Tax (GST) or stamp duty is payable in respect of the grant or exercise of the Entitlements or the acquisition of New Shares and Additional New Shares.

7. Broker stamping fees

No broker stamping fees apply.

8. Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded up to the nearest whole number of New Shares.

9. Information availability

Eligible Retail Shareholders in Australia and New Zealand can obtain a copy of this Information during the period of the Retail Entitlement Offer on the Peet website at www.peet.com.au or by calling the Peet Entitlement Offer Information Line on 1300 755 641 (local call cost from within Australia) or +61 3 9415 4060 (from outside Australia) at any time from 8.30am to 5.30pm (AWST) Monday to Friday during the Retail Entitlement Offer period. Persons who access the electronic version of this Information should ensure that they download and read the entire Information. The electronic version of this Information on the Peet website will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the Peet Entitlement Offer Information Line.

Important Information (cont)

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.

10. Future performance and forward looking statements

Neither Peet nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to this Information. Any forward looking statements, opinions and estimates provided in the Information are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Any forward looking statements including projections, guidance on future revenues, earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. They are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of Peet and the Board, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward looking statements in this Information.

11. Past performance

Investors should note that the past share performance of Peet Shares provides no guidance as to future price performance.

12. Governing law

This Information, the Retail Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Shares submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

13. Foreign jurisdictions

This Information has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

The New Shares being offered under this Information are also being offered to Eligible Retail Shareholders with registered addresses in New Zealand in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). This Information is not an investment statement or prospectus under New Zealand law, and may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

This Information does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Information (including an electronic copy) outside Australia and New Zealand is restricted by law. If you come into possession of this Information, you should observe such restrictions and should seek your own advice on such restrictions.

Any non-compliance with these restrictions may contravene applicable securities laws.

The Entitlements and the New Shares have not been, nor will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States, persons who are U.S. Persons, or persons who are acting for the account or benefit of a U.S. Person, and the New Shares may not be offered, sold or resold in the United States or to U.S. Persons, or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Accordingly, the New Shares may constitute "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the New Shares remain restricted securities, the New Shares may not be deposited in any unrestricted American Depositary Receipt facility with respect to the securities of Peet.

14. Financial data

All dollar values in this Booklet are in Australian dollars (A$).

15. Underwriting

Peet has entered into an underwriting agreement with UBS AG, Australia Branch ("Underwriter") which has agreed to fully underwrite the institutional component of the Entitlement Offer and act as manager in respect of the retail component of the Entitlement Offer. Customary with these types of arrangements:

  • • Peet has indemnified the Underwriters and its directors, officers, employees, agents and advisers against losses in connection with the Entitlement Offer;
  • • the Underwriters may terminate the underwriting agreement and be released from its obligations on the happening of any of a range of events, including if:
  • • Peet shares are suspended for a period or Peet is delisted;
  • • there is a delay in the timetable for the Entitlement Offer of more than 2 business days;
  • • there is a material change in the senior management of Peet or a change to the Peet Board; or
  • • there are material disruptions in financial conditions or markets; and
  • • the Underwriter will be remunerated by Peet for providing these services at market rates.

16. Optionholders

Existing optionholders will not be entitled to participate in the Entitlement Offer unless they:

  • • have become entitled to exercise their existing options under the terms of their issue and do so prior to the Record Date; and
  • • participate in the Entitlement Offer as a result of being a holder of Shares registered on the register of Peet at 4.00pm (AWST) on the Record Date.

17. Disclaimer of representations

No person is authorised to give any information, or to make any representation, in connection with the Retail Entitlement Offer that is not contained in this Information. Any information or representation that is not in this Information may not be relied on as having been authorised by Peet, or its related bodies corporate in connection with the Retail Entitlement Offer.

Except as required by law, and only to the extent so required, none of Peet, or any other person, warrants or guarantees the future performance of Peet or any return on any investment made pursuant to this Information.