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PPK GROUP LIMITED M&A Activity 2005

Feb 15, 2005

65603_rns_2005-02-15_ed358f0d-a081-4f3d-8087-ecb436cd87f8.pdf

M&A Activity

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25-27 WARATAH STREET KIRRAWEE NSW 7737 AUSTRALIA

TELEPHONE: (02) 9521 8444 FACSIMILE: (02) 9521 4561

PO BOX 297 JANNALI NSW 2226 AUSTRALIA

www.plaspak.com.au

16 February 2005

Company Announcements Office Australian Stock Exchange Limited

FOR IMMEDIATE RELEASE TO THE MARKET

TAKEOVER BID FOR YORK GROUP LIMITED (ASX Code: YSL)

We refer to the on-market takeover bid for all the issued ordinary shares in York Group Limited ("York") by Plaspak Group Limited ("Plaspak").

Plaspak now has a relevant interest in approximately 98.1% of the issued share capital of York. Accordingly, Plaspak is commencing the process for compulsorily acquiring the remaining York shares pursuant to Part 6A.1 of the Corporations Act 2001.

As required by Section 661B(1)(d) of the Corporations Act 2001, we attach a Notice of compulsory acquisition following takeover bid (ASIC Form 6021) dated 16 February 2005, together with a copy of the letter to be despatched with the Notice to the remaining York shareholders.

ASX Listing Rule 3.4 does not apply.

For and on behalf of Plaspak Group Limited

Robert Nicholls Company Secretary

Contact regarding Announcement: Mr Robert Nicholls, Company Secretary on (02) 9521 9436.

25-27 WARATAH STREET KIRRAWEE NSW 2232 AUSTRALIA

TELEPHONE: (02) 9521 8444 FACSIMILE: (02) 9521 4561

PO BOX 297 JANNALI NSW 2226 AUSTRALIA

www.plaspak.com.au

16 February 2005

Dear York shareholder

Compulsory acquisition of your York shares

On 10 December 2004, Plaspak Group Limited ("Plaspak") offered to acquire all of the ordinary shares in York Group Limited ("York") which it did not already own ("the Offer").

Plaspak now has a relevant interest in over 90% (by number) of the issued ordinary shares in York and has acquired over 75% (by number) of the York shares that are the subject of its Offer.

Consequently, Plaspak is entitled under Part 6A.1 of the Corporations Act 2001 to compulsorily acquire all outstanding York shares. The purpose of this letter is to inform you that Plaspak is now implementing the compulsory acquisition of all outstanding York shares.

Please find enclosed an ASIC Form 6021 (Notice of compulsory acquisition following takeover bid). Under the compulsory acquisition, you will receive $0.42 (42 cents) for every York share held by you. This is the same consideration as under our Offer.

At the completion of compulsory acquisition, the consideration for your York shares compulsorily acquired will be paid to York. York will, as soon as practicable after receiving the consideration for your shares, send you a letter seeking your instructions on how to deal with the cash paid to it in consideration of your York shares. In the meantime, York will hold the consideration to which you are entitled on trust for you.

If you have any questions or require further assistance, please do not hesitate to contact me on (02) 9521-8444.

Youts faithfully,

Robert Nicholls Company Secretary

16. Feb. 2005 12:48 PLASPAK 61 2 95214561

$No. 1919 P. 3/3$

ASIC registered agent number 602115 July 2001page 1/1
lodging party or agent nameoffice, level, building name.or PO 8ox no. Level 1 DOHERTY PARTNERS
street number and name 171 Bigge Street
suburb/city LIVERPOOLstate/territoryNSWpostcode2 1 7 0
telephone 029601 7300
facsimile 02J9824 0876 As$.860-4
0X number 5034Suburb / clty LIVERPOOL CASH.REGN TFROC.
Australian Securities & Investments Commission form 6021
Notice of Corporations Act 2007
compulsory acquisition 6618(1)(a)
following takeover bid
To [YORK GROUP LIMITED SHAREHOLDER] (1)
Securities of YORK GROUP LIMITED (ACM 010 693 919) (2) ("the Company")
PLASPAK GROUP LIMITED (ACN 003 964 181)Underan * Market Bidoffers were made byin respect of the acquisition of Ordinary Bhares(4) In the Company. The offers * closed $\left( 3\right)$
חפ$(5)$ .8 February 2005
2. You are, or are entitled to be, registered as the holder of securities in respect of which an offer was made, but have not accepted thetakeover offer.
3. The bidder hereby gives you notice under subsection 6618(1) of the Corporations Act 2001 ("the Act") that the bidder has become
entitled pursuant to subsection * 661A (1)of the Act to compulsorily acquire your securities and desires to acquire those securities.
4. Under section 661D of the Act, you have the right, by notice in writing given to the bidder within one month after this notice is lodgedwith ASIC, to ask the bidder for a written statement of the names and addresses of everyone efse the bidder has given this notice to.
5: 10) You are entitled, within one month after being given this notice, or within 14 days after being given a statement requestsection 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, by notice in writing to the bloder, to elect
which of the following forms of consideration will apply to the acquisition of your securities U).
If you do not elect which of the attemative forms of consideration will apply to the acquisition of your securities, the form of
6. Under section 661E of the Act, you have the right, within one month after being given this notice or within 14 days after being given astatement requested under section 661D of the Act (as referred to in paragraph 4 of this notice), whichever is the later, to apply to theCourt for an order that the securities not be compulsorily acquired.
7. The bidder is entitled and bound to acquire the securities on the terms that applied under the takeover bid immediately before * theend of the offer period.
8. Unless on application made by you under section 661E within one month after being given this notice (as referred to in paragraph 6 of
the notice) or within 14 days after being given a statement under section 5610 of the Act (as referred to in paragraph 4 of this notice),whichever is the later, the Court otherwise orders, the bidder must comply with paragraph 7 of this notice.
Signature
capacity Directorprint name ∂URY WOWK
16/2
sign here date 705
DIRECTIONS
* Delete whichever does not apply.
(1) Name and address of holder.
(2) Name of target company or body.
(3) Name of bidder.
(4) Insert description of class of securities to which the bid related.
(5) Insert date offers closed or are scheduled to close.
(6) Insert paragraph 5 only where alternative terms are included in the offer.(7) Insert details of alternative terms.
(8) Set out the terms that will apply.