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22nd May 2003
BUY-BACK OF HGL GROUP PTY LTD SHARES
The directors are pleased to announce that it has today entered into an agreement with HGL
Group Pty Ltd (ACN 079 732 068) (“the Seller”) under which LMC will buy-back the
3,306,369 Lemarne shares (“the Sale Shares”) held by the Seller for $1.80 per
Lemarne share.
The buy-back agreement is subject to and conditional upon:
- the terms of the buy-back agreement being approved by a special resolution of
shareholders at a general meeting of LMC; and
- the Commissioner of Taxation issuing a private binding ruling that, of the
$1.80 per Lemarne share payable by LMC to buy-back the Sale Shares, at least 50 cents per
share is deemed a fully franked dividend.
The conditions precedent must be satisfied or waived by the end of 31 August 2003.
The directors of LMC support the buy-back and are preparing to hold the necessary LMC
shareholder meeting as soon as possible. The tax ruling is likewise being sought as soon as
possible.
The Seller is a wholly-owned subsidiary of HGL Ltd (ACN 009 657 961) (“HGL”). HGL
made an off-market bid on 20 November 2002 for all the shares on issue in LMC at $1.70 cash
(“the Bid”). HGL has not made any material acquisitions of LMC shares since making
its bid, with only 48,765 LMC shares being acquired to date. The Bid by HGL remains at $1.70
per share. The Bid period is currently due to close on 27 June 2003.
HGL has agreed not to increase the bid price or extend the offer period of the Bid between now
and the time the LMC shareholders duly resolve to approve the buy-back agreement. HGL has
agreed that, after the Sale Shares are bought back by LMC from the Seller, HGL will not at any
time prior to 21 May 2004 acquire shares in LMC.
S.L. MASON
Company Secretary
22 May 2003
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