15th October 2003

The directors of Lemarne Corporation Limited (“Lemarne”) today announce their intention to make an offer (“Offer”) for all the shares Lemarne does not already own in its subsidiary, Lemvest Limited (“Lemvest”).

Lemarne already owns 61.93% of the issued capital of Lemvest and the directors of Lemarne and their controlled entities hold approximately another 7.3%.

The Offer is 6 Lemarne shares for every 5 Lemvest shares held by a Lemvest shareholder.

All Lemarne shares issued under the Offer will rank equally with existing Lemarne shares.

The essential reason for making the Offer is to simplify and consolidate the corporate structure of the Lemarne Group. This should result in cost savings and improved equity and debt raising capacities for the Lemarne Group. Your directors believe a consolidated Lemarne Group should provide a more powerful platform for growth for the future benefit of all shareholders. Your directors also see other benefits in the Offer for Lemvest shareholders, including the benefit of receiving fully franked dividends. These benefits will be outlined in the bidder’s statement of Lemarne in more detail. Lemarne anticipates lodging its bidder’s statement no later than 31 October 2003.

As all of the directors of Lemarne (except S L Mason) are also directors of Lemvest, Mr J C Larking has already taken temporary leave of absence from the Lemarne board for the duration of the takeover bid for Lemvest. He will have primary responsibility for co-ordinating Lemvest’s response to the Offer and instructing an independent expert to report to Lemvest shareholders.

The Offer is subject to a number of conditions which are attached in summary form to this announcement including a minimum acceptance condition to allow Lemarne to compulsorily acquire all outstanding Lemvest shares following the takeover bid. Lemarne reserves the right to waive all or any of those conditions.

In the absence of a superior offer the directors of Lemarne intend to accept the Offer for their shares in Lemvest.


S L Mason
Company Secretary
15 October, 2003

ATTACHMENT – SUMMARY OF OFFER CONDITIONS

The conditions of the Offer are as follows:

1. That during, or at the end of, the period during which the Offer remains open for acceptance (“Offer Period”):
   
   a. Lemarne and its associates have a relevant interest in at least 90% (by number) of the Lemvest shares;
   b. Lemarne and its associates have acquired at least 75% (by number) of the Lemvest shares that Lemarne offers to acquire under the takeover bid.
   
   
2. That during the period from the date of this announcement of the takeover bid (“Announcement Date”) to the end of the Offer Period, none of the prescribed occurrences set out in section 652C of the Corporations Act happens in relation to Lemvest or, if relevant, a subsidiary of Lemvest.
   
   
3. That between the Announcement Date and the end of the Offer Period no event, change or circumstance occurs, is announced or otherwise becomes public which has had or could reasonably be expected to have a material adverse effect on or in relation to the structure, business, financial or trading position or condition, assets or liabilities, profitability or prospects of Lemvest or any of its subsidiaries.
   
   
4. That between the Announcement Date and the date of the offers under the takeover bid (inclusive), Lemarne shares do not trade below $2.09 on ASX at any time on any ASX trading day.

For the purposes of the 75% calculation referred to above, it will exclude shares in which Lemarne or its associates have a relevant interest at the date of the offer or are issued to an associate during the Offer Period from the number of shares acquired and from the number of shares that Lemarne offers to acquire under its bid.

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