THORNEY OPPORTUNITIES LTD — M&A Activity 2008

Sep 10, 2008

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11th September 2008

The Company Announcements Office Australian Stock Exchange Limited Level 4, 20 Bridge Street SYDNEY NSW 2000

Wentworth and Century 21 Australia to merge to create a major real estate franchise and rental management company

Wentworth Holdings Limited (“ Wentworth ”) and the business of Century 21 Australia (“ C21 Australia ”) today announce that they have entered into a Heads of Agreement with a view to merging their businesses, creating a new major real estate franchise and rental management company with national representation.

Transaction Highlights

• On completion of the transaction the sole owner of C21 Australia, Mr Charles Tarbey, will own up to approximately 60% with Wentworth shareholders owning the balance of the listed company.

• The Board of Wentworth are delighted with the transaction and believe that the merged group, with its national footprint and real estate franchise and rental management focus and expertise will be ideally positioned to capitalise on potential rationalisation and growth within the industry.

• The merger will create a group with:

• Over 12,000 rental properties under management.

• Over 260 franchised real estate offices around Australia.

• Annual franchise and property management revenue of over $25 million.

• A strong pipeline of new real estate franchise office openings.

• A strong platform to grow both organically and through acquisitions.

• Mr Charles Tarbey will be appointed Managing Director of the merged group.

Wentworth Holdings Limited Level 1 T 03 9848 0777 ABN 41 080 167 264 4-7 Shakespeare Grove F 03 9848 0788 St Kilda Vic 3182 E enquiries@wentworthmutual.com

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• The merger is subject to finalisation of due diligence, execution of a formal Share Purchase Agreement, and completion of a debt funding package which is expected to take up to three weeks. The merger will require shareholder approval by Wentworth shareholders at a meeting to be scheduled.

• The Directors of Wentworth strongly support the merger.

Mr Charles Tarbey, Owner and Managing Director of C21 Australia stated “C21 is the dominant real estate in the Asia Pacific region which is significant to the Australian market. The C21 Australia brand has grown remarkably over recent years and the time was right to take it public into a structure that provided a platform to accelerate the growth. In Wentworth I saw undervalued assets that are ready to be reinvigorated. My commitment to future growth and the prospects of the company is evidenced by my consideration being payable in Wentworth shares. As Managing Director of Wentworth I look forward to generating shareholder wealth through:

• rapidly increasing the number of franchised real estate offices around Australia through organic growth and acquisition;

• developing a closer relationship between real estate sales and property management divisions;

• offering selected additional services to landlords and tenants across Australia; and

• creating a lean functional organisation.”

Mr Colin Cowden, Chairman of Wentworth added “Wentworth have been for some time looking for an ideal partner to enhance our existing business and build on the platform we have created to date. In C21 Australia and Mr Tarbey we have found that ideal party and are delighted to be associated with the most recognized real estate brand in the world operating 8,000 offices in over 30 countries. Mr Tarbey brings to Wentworth over 35 years experience in real estate and has over the past fifteen years grown the C21 Australia business organically and by acquisition to over 260 franchisee agencies. We are delighted that Mr Tarbey has agreed to become Managing Director and are excited about the strategies he will bring to Wentworth to bring out the embedded value within the organisation.”

About C21 Australia

In July 1994 Mr Charles Tarbey merged his real estate company, Combined Real Estate, that he had built to over 50 offices during the 1980’s with Century 21 Australia and in 1995 purchased the Australian arm of the Century 21 Network, bringing the company to 100% Australian Ownership. Since his takeover, Century 21 Australia has risen to become the fastest growing Real Estate Franchise Network in the country.

Since 1995, C21 Australia has achieved a number of growth objectives including:

• In 1998 acquiring the franchise offices operating under Laing & Simmons Pty Ltd (Queensland) and the Myles Pearce Network, South Australia's largest independent Real Estate chain. The Myles Pearce chain consisted of 23 Company owned and franchised stores and held a property management portfolio of some 2000 properties

Wentworth Holdings Limited Level 1 T 03 9848 0777 ABN 41 080 167 264 4-7 Shakespeare Grove F 03 9848 0788 St Kilda Vic 3182 E enquiries@wentworthmutual.com

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• In 2005 acquiring the 47 office network of Wilson Pride, one of Victoria's most prominent and long standing boutique real estate agencies and converted these to the Century 21 livery soon after.

At the transaction date, C21 Australia is expected to have over 260 real estate franchisee agencies across Australia generating consistent reliable monthly income stream.

Transaction details

A Heads of Agreement has been signed by both parties under which they have agreed to proceed with the merger by way of Wentworth acquiring C21 Australia from Mr Charles Tarbey in exchange for an issue of Wentworth shares to him with the approval of Wentworth shareholders under section 611 of the Corporations Act. Under the terms of the proposed merger Mr Charles Tarbey, the sole owner of C21 Australia, will receive shares representing up to approximately 60% of the aggregate of those shares and the shares currently on issue.

The merger is subject to completion of due diligence, execution of a Share Purchase Agreement and the completion of a debt package. It is expected that this will take up to three weeks to complete.

A meeting of Wentworth shareholders to consider the merger is expected to be held in October/November 2008 and the merger is expected to be completed shortly thereafter.

For further information, please contact:

Jim Gardiner Mobile: 0413 159 859

Hugh Robertson Mobile: 0418 125 615

Wentworth Holdings Limited ABN 41 080 167 264

Level 1 T 03 9848 0777 4-7 Shakespeare Grove F 03 9848 0788 St Kilda Vic 3182 E enquiries@wentworthmutual.com