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SGH LIMITED M&A Activity 2021

Jun 16, 2021

65777_rns_2021-06-16_19346040-9b75-4312-8dde-9dfd9d4d20a6.pdf

M&A Activity

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Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000 Australia

GPO Box 50 Sydney NSW 2001 Australia

T +61 2 9230 4000 F +61 2 9230 5333

www.allens.com.au ABN 47 702 595 758

17 June 2021

The Manager ASX Market Announcements Office ASX Limited Level 4 Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

Takeover Offer by Network Investment Holdings Pty Limited in relation to Boral Limited – Variation of Takeover Offer

We act for Seven Group Holdings Limited (ACN 142 003 469) (ASX: SVW) and its wholly-owned subsidiary, Network Investment Holdings Pty Limited (ACN 078 448 512) (NIH), in relation to NIH's off-market takeover offer for all of the ordinary shares in Boral Limited (ACN 008 421 761) (ASX:BLD) (Boral).

On behalf of NIH, we enclose:

  • (a) a notice pursuant to section 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act) dated 17 June 2021, which has been lodged with the Australian Securities and Investment Commission and will be given to Boral and to each person to whom offers were made under the takeover offer; and
  • (b) a notice pursuant to section 630(2)(b) of the Corporations Act dated 17 June 2021, which will be given to Boral.

Yours sincerely

Tom Story Partner Allens [email protected] T +61 2 9230 4812

Encl

NOTICE OF VARIATION – EXTENSION OF OFFER PERIOD

Network Investment Holdings Pty Limited (ACN 078 448 512) Notice under subsection 650D(1) of the Corporations Act 2001 (Cth) (Corporations Act)

To: Australian Securities and Investment Commission (ASIC); Boral Limited (ACN 008 421 761) (Boral); and Each person to whom offers were made under the bid.

Network Investment Holdings Pty Limited (NIH) gives notice under subsection 650D(1) of the Corporations Act that it varies its takeover bid for all of the ordinary shares in Boral which is contained in the bidder's statement dated 10 May 2021 (Bidder's Statement) by:

  • (a) extending the period during which the offer will remain open so that the offer will now close at 7.00pm (Sydney time) on 30 June 2021, unless extended or withdrawn; and
  • substituting the date "30 June 2021" for the date "25 June 2021" in all places in the Bidder's Statement and the acceptance form enclosed with the Bidder's Statement and in all other instances where the date "25 June 2021" appears as the closing date of the offer. (b)

A copy of this notice was lodged with ASIC on 17 June 2021. ASIC takes no responsibility for the contents of this notice.

This notice of variation has been approved by a resolution passed by the directors of NIH.

Signed for and on behalf of Network Investment Holdings Pty Limited

Warren Coatsworth Company Secretary Date: 17 June 2021

NOTICE – NEW DATE FOR GIVING NOTICE OF THE STATUS OF CONDITIONS

Network Investment Holdings Pty Limited (ACN 078 448 512)

Notice under subsection 630(2)(b) of the Corporations Act 2001 (Cth) (Corporations Act)

To: Boral Limited (ACN 008 421 761) (Boral); and

Australian Securities Exchange Limited (ASX).

For the purposes of subsection 630(2)(b) of the Corporations Act, Network Investment Holdings Pty Limited (NIH) gives notice that:

    1. the offer period relating to the offers by NIH for all of the ordinary shares in Boral, which offers are contained in the bidder's statement dated 10 May 2021 (Bidder's Statement), has been extended so that it now ends at 7.00pm (Sydney time) on 30 June 2021, unless extended or withdrawn;
  • the new date for giving notice of the status of conditions to the offers, as required by subsection 630(3) of the Corporations Act, is 22 June 2021; 2.
  • as announced to the ASX by Seven Group Holdings Limited (ACN 142 003 469) on 26 May 2021, the Condition in paragraph (c) (Lenders' consent) of section 7.6 of the Bidder's Statement has been fulfilled; and 3.
  • the offers remain subject to satisfaction of the remaining conditions, being those set out in section 7.6 of the Bidder's Statement. 4.

Signed for and on behalf of Network Investment Holdings Pty Limited

Warren Coatsworth Company Secretary Date: 17 June 2021