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SIMS LIMITED Merger & Acquisition 2008

Feb 12, 2008

65780_rns_2008-02-12_ba8e6e84-2010-4963-a23f-2f28d9ca007f.pdf

Merger & Acquisition

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13 FEBRUARY 2008

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ASX & MEDIA RELEASE (ASX CODE: SGM)

COMPANY UPDATE: METAL MANAGEMENT MERGER

SEC CLEARANCE AND TIMETABLE

Sims Group Limited ( Company ) is pleased to announce that the disclosure document to be issued to Metal Management, Inc. ( MMI ) stockholders in connection with their consideration of the merger with the Company (known as a Form F-4 Registration Statement) was declared effective by the US Securities Exchange Commission ( SEC ) overnight.

MMI will now dispatch the F-4 Registration Statement to its stockholders and it has convened a stockholder meeting to consider the merger on 14 March 2008.

The Company notes that all necessary anti-trust and competition approvals in relation to the merger have now been obtained.

Assuming MMI stockholder approval is obtained, the merger will be completed as soon as practicable thereafter.

A copy of the Form F-4 Registration Statement is attached. It contains the information relevant to MMI stockholders' consideration of the merger, including an overview of the two companies, strategic rationale for the merger, and proposed governance and management arrangements, including employment terms for the combined Group's CEO and CFO.

CHANGE IN ACCOUNTING TREATMENT OF INTANGIBLE ASSETS ACQUIRED IN PREVIOUS BUSINESS COMBINATIONS

Current Accounting Practice

Historically, where the Company has acquired companies, it has not recognised intangible assets such as supplier relationships that may have arisen through business combinations separately from goodwill. It is not common in Australia for publicly-listed Australian companies to separately identify such relationships from goodwill. Historically, the Company’s auditors have accepted this approach.

MMI Merger - Recognition of Intangible Assets in Form F-4 Registration Statement

In the course of preparing the Form F-4 Registration Statement, full financial statements were prepared using generally accepted accounting principles in the United States ( US GAAP ). In so doing, the Company was required to recognise intangible assets arising from previous business combinations, based on accepted US accounting practice for companies in the recycling industry.

As a consequence, an independent valuation was obtained by the Company of all significant acquisitions occurring after the adoption of AIFRS on 1 July 2004 based on accepted US accounting practice for companies in the recycling industry. The independent valuation identified a number of intangible assets amounting to $148.5 million at their respective acquisition dates, which have been historically recognised as part of the purchase goodwill, when applying the requirements of US

GAAP. These intangible assets included supplier arrangements, operating permits and beneficial leases.

Future Accounting Treatment

Having received the independent valuation referred to above which identified these separate, and for the most part, amortising intangible assets, and given that the accounting treatment of these intangible assets is consistent as between USGAAP and AIFRS, the Company has determined that these intangible assets should be recognised in its financial statements for the half year ended 31 December 2007 and in its financial statements for future periods.

As previously noted, while it is not common for the type of intangible assets that were identified in the independent valuation to be recognised by companies in Australia, their recognition is consistent with market practice in the United States and AIFRS. Recognition by the Company of these intangible assets in its financial statements will also help satisfy the Company’s future reporting obligations to the SEC.

Impact of New Accounting Treatment

The impact of the new accounting treatment will be:

  • a re-classification of the identified $148.5 million intangible assets from goodwill to other intangible assets before accumulated amortisation in the Company’s consolidated balance sheet.

  • an increase in the Company’s amortisation expense due to the re-classification of the aforementioned intangible assets. This increase in amortisation expense will have no cashflow impact for the Company. It will, however, result in a reduction in reported after-tax Earnings of between $7 million and $9 million for the six months to 31 December 2007. Prior period after-tax Earnings will also be amended for comparative purposes and will show a comparable reduction.

The Company notes that the after-tax Earnings guidance for the half year ended 31 December 2007 provided at its 2007 annual general meeting preceded the determination that these intangible assets should be recognised in its financial statements for that and future periods.

The Company’s 31 December 2007 half year results are scheduled for release on 22 February 2008.

Sims Group’s core business is metal recycling, with an emerging business in recycling solutions. Headquartered in Australia, Sims earns around 70 per cent of its revenue from international operations in the United Kingdom, Continental Europe, North America, New Zealand and Asia. Sims has over 3,500 employees, annual turnover of A$5.5 billion and is listed on the Australian Stock Exchange (ASX CODE: SGM)

For further information contact :

Jeremy Sutcliffe Stuart Nelson Group Chief Executive Director, Corporate Services Phone: (02) 9956 9180 Phone: (02) 9956 9172

Sims Group Limited 41 McLaren Street

NORTH SYDNEY NSW 2060

ABN 69 114 838 630