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WISR LIMITED M&A Activity 2013

Mar 26, 2013

66093_rns_2013-03-26_fac24c1e-2564-422c-94e0-8b705ca26a9a.pdf

M&A Activity

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MANUFACTURERS OF AUTOMOTIVE EXHAUST SYSTEMS AND PARTS

27 March 2013

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

BERKLEE LIMITED (ASX CODE: BER) Notification of Sale of Business

Further to our announcements of 1 February 2013 and 22 February 2013 Berklee now advises that the Board sub-committee has determined that an offer to acquire the Berklee business received from Tilbal Pty. Ltd., a company associated with Mr. Rick van Berkel, be accepted as being in the best interests of shareholders and employees.

Berklee has today entered into a Sale Agreement with Tilbal Pty. Ltd. and Mr. R van Berkel which is conditional only on receiving shareholder approval. An Extraordinary General Meeting of shareholders to vote on the sale will be scheduled for late May 2013 with a planned completion date of 1 June 2013.

Tilbal Pty. Ltd. has agreed to acquire the Berklee business, consisting of the assets of the Company but excluding inventory, the land and buildings in Wendouree and certain other assets (including, cash, accounts receivable and motor vehicles) and will offer all factory and Undacar Parts (Vic.) Pty. Ltd. employee's continuing employment and assume liability for their entitlements at the date of completion. Inventory will be acquired on a consignment basis. Tilbal Pty. Ltd. has also agreed to lease the Wendouree factory and office complex and to take over the lease of Undacar Parts (Vic) Pty. Ltd. premises in East Keilor.

Further details will be provided to shareholders in an explanatory memorandum which will accompany the notice of meeting.

We believe that this sale will be in the best interests of shareholders, employees and especially customers whose requirements will continue to be serviced by the on-going Berklee business as before.

Mr. van Berkel said "This announcement is great news for Berklee shareholders, Staff and Customers and should go a long way to shoring up Berklees immediate future. I am looking forward to working with all current employees and customers to rebuild the Berklee brand".

As a result of the proposed sale Mr. R. van Berkel has today resigned as a director of Berklee Ltd.

Sianed

lan Beckett Chairman