SGH LIMITED — M&A Activity 2011

Sep 19, 2011

20 September 2011

Seven announces cash offer for National Hire Group Limited

Seven Group Holdings Limited (SGH) announced today that its wholly owned subsidiary, Seven (National) Pty Limited (Seven) proposes to make an off-market takeover offer for the outstanding shares in National Hire Group Limited (National Hire). SGH already has an interest in 66.20% of National Hire shares.

The offer is being made because even though SGH wishes to remain invested in National Hire, SGH is conscious of the very low liquidity of National Hire Shares on the ASX. This has consequences for other shareholders including:

• Shareholders do not necessarily have another meaningful opportunity to sell their National Hire shares;
• National Hire shares have traded at a discount to what may otherwise be considered their value due to the lack of liquidity; and
• Despite the fact that the ASX listing is not providing the advantages for which SGH would have hoped in terms of shareholder liquidity, National Hire incurs significant additional cost to maintain the listing, including listing fees and compliance costs.

The cash offer price is \$3.00 per National Hire share. It is unconditional other than a condition that, in relation to National Hire, there is no 'prescribed occurrence'.

The \$3.00 offer represents a significant premium to recent trading:

• A 60% premium to the closing price of National Hire Shares on 16 September 2011, the last trading day before the date on which Seven announced the Offer.
• A 74% premium to the volume weighted average price of National Hire Shares for the month ending 16 September 2011.
• A 87% premium to the volume weighted average price of National Hire Shares for the three months ending 16 September 2011.

As stated above, SGH would prefer that National Hire delist and is proposing to National Hire that, after the closing of the bid, a National Hire shareholders meeting would be convened and a resolution put for the delisting of National Hire from the ASX. However, SGH is conscious that other shareholders may prefer not to own shares in an unlisted vehicle. Seven is therefore making the \$3.00 per share Offer with a view to offering all shareholders that would prefer not to be part of an unlisted National Hire to exit for a cash price which, as indicated above, represents a substantial premium to the recent trading price of National Hire.

Whilst the Offer does not have a minimum acceptance condition, Seven would prefer to own 100% of National Hire following the Offer rather than a lesser percentage. If, before the end of the Offer Period, Seven acquires

Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192

at least 75% (by number) of the National Hire Shares that it offers to acquire under the Takeover Bid it will be entitled to compulsorily acquire the remaining Shares in National Hire not owned by the SGH Group and it will vary the Offer to increase the price to \$3.60 per National Hire Share. Assuming that SGH's interest in National Hire is the same at the beginning of the Offer Period as at the date of this Bidder's Statement, SGH's interest in National Hire will need to reach 91.55% before the end of the Offer Period in order for the price to be increased to \$3.60.

If SGH was to reach this level of acceptances and increase the offer to \$3.60, the premium would be:

• A 91% premium to the closing price of National Hire Shares on 16 September 2011, the last trading day before the date on which Seven announced the Offer.
• A 109% premium to the volume weighted average price of National Hire Shares for the month ending 16 September 2011.
• A 124% premium to the volume weighted average price of National Hire Shares for the three months ending 16 September 2011.

Seven will pay the applicable consideration to accepting shareholders within 5 Business Days of acceptance. If shareholders accept the Offer and the Offer is later varied to increase the price, any additional payment by virtue of the increase will be made within 5 days of the price increase.

SGH and National Hire have certain directors in common. Therefore, protocols have been established to ensure appropriate separation and governance as between SGH and Seven on the one hand, and National Hire on the other, in National Hire's consideration of this Offer.

National Hire shareholders will receive full details of the offer including acceptance forms, in Seven's bidder's statement to be mailed to National Hire shareholders by early October.

Queries and information: Simon Francis 02 8777 7162 sfrancis@seven.com.au

Seven Group Holdings Limited | ABN 46 142 003 469 38-42 Pirrama Road | Pyrmont NSW 2009 Australia | Postal Address: PO Box 777 | Pyrmont NSW 2009 Australia Telephone +61 2 8777 7777 | Facsimile +61 2 8777 7192