WHITEFIELD INDUSTRIALS LIMITED — M&A Activity 2011

Apr 28, 2011

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ASX Circular

Date: 29 April, 2011

Key topics

1. Whitefield Limited (ASX:WHF)

2. Sylvastate Limited (ASX: SYL))

3. Merger by scheme of arrangement

4. Suspension of Sylvastate Limited shares

5. Timetable

Reading List

Client Advisers Compliance Managers Corporate Advisory DTR Operators Issuers

Institutions ASX Settlement Participants Office Managers Operations Managers (back office) Research Analysts ASX Clear Participants Market Participants

Authorised By

Andrew Black

Contact

Suzanna Dabski

Telephone

(02) 9227 0892

ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Internet: http://www.asx.com.au

WHITEFIELD LIMITED – MERGER BY SCHEME OF ARRANGEMENT WITH SYLVASTATE LIMITED

On 14 February 2011, Whitefield Limited (“Whitefield”) entered into a Merger Implementation Agreement with Sylvastate Limited (“Sylvastate”) whereby it was proposed that the two listed investment companies merge by way of scheme of arrangement (the “Scheme”).

On 8 April 2011, Whitefield and Sylvastate announced the Exchange Ratio which calculates the consideration that each Sylvastate shareholder will be entitled to receive under the Scheme, being:

• 1.15467 new fully paid ordinary shares in Whitefield in exchange for each Sylvastate share held on the Scheme Record Date.

On 15 April 2010, shareholders of Sylvastate approved the Scheme.

On 28 April 2011,Sylvastate announced that the Federal Court had today made orders approving the Scheme, and that it intends to lodge the Court Orders with the Australian Securities and Investments Commission and ASX on Friday, 29 April 2011, at which time the Scheme will become legally effective.

The following is an indicative timetable for the Scheme.

Friday, 15 April 2011	Meeting to consider Scheme approved
Thursday, 28 April 2011	Court Hearing for approval of Scheme
Friday, 29 April 2011	Court Orders expected to be lodged with ASIC and ASX Suspension of Sylvastate shares at the close of trading (ASX Code: SYL)
Monday, 2 May 2011	Commence deferred settlement trading in new Whitefield shares (ASX Code: WHFN)
Friday, 6 May 2011	Record Date to determine entitlements to Scheme consideration
Tuesday, 10 May 2011	Implementation Date for Scheme
Friday, 13 May 2011	Despatch Date for new Whitefield shares Last day of deferred settlement trading in new Whitefield shares (ASX Code: WHFN)
Monday. 16 May 2011	Commence normal T+3 settlement trading in new Whitefield shares (ASX Code: WHF)

For further information please refer to the Scheme documentation.

No responsibility is accepted for any inaccuracies contained in the matter published.

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