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ELDERS LIMITED M&A Activity 2006

Jun 8, 2006

64835_rns_2006-06-08_0f8fa349-a3d8-46f7-a855-c8c453c135d7.pdf

M&A Activity

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9 June 2006

Company Announcements Platform Australian Stock Exchange Limited

Increase in Hatmore Offer - Variation and Second Supplementary Bidders Statement

On 9 June 2006 Hatmore Pty Ltd a wholly owned subsidiary of Futuris Corporation Limited ("Hatmore") announced an increase in the consideration offered and an extension of the offer period under its takeover offer for all of the shares in Integrated Tree Cropping Limited ("ITC"), as described in the bidder's statement dated 12 May 2006.

Please find attached:

  • Notice of variation under section 650D of the Corporations Act lodged with the Australian Securities and Investments Commission today; and
  • Second Supplementary Bidder's Statement in accordance with section 647(3)(b) of the Corporations Act.

Hatmore and its associates had a relevant interest in 54.14% of ITC Shares as at 26 May 2006, the date when the first offers were made under the bid. As at today's date. Hatmore and its associates have a relevant interest in 56.18% of ITC Shares.

Yours faithfully

Sonya Furey Company Secretary

Level 6, 27 Currie Street, Adelaíde, SA 5000 GPO Box 551 Adelaide SA 5001 Telephone: (08) 8425 4999 Facsimile: (08) 8410 1597 Futuris Corporation Limited A.B.N. 34 004 336 636

CORPORATIONS ACT 2001

SECTIONS 650D(1) and 650B(3)

NOTICE OF VARIATION OF TAKEOVER OFFER AND FRESH ELECTION OF CONSIDERATION

INCREASE IN CONSIDERATION OFFERED AND EXTENSION OF THE OFFER PERIOD

Hatmore Pty Ltd ACN 096 553 909 ("Hatmore") hereby gives notice under section 650D(1) of the Corporations Act that its offers dated 26 May 2006 for all of the ordinary shares in Integrated Tree Cropping Limited ACN 069 762 634 contained in the bidder's statement dated 12 May 2006 are varied as follows:

  • In accordance with section 650B(1)(a) of the Corporations Act, by increasing the Cash $11$ Consideration from \$1.30 for each ITC Share to \$1.35 for each ITC Share and replacing the amount "\$1.30" with the amount "\$1.35" in each place it appears in the bidder's statement;
  • In accordance with section $650B(1)(g)$ of the Corporations Act (as modified by the $2.$ Australian Securities and Investments Commission ("ASIC") on 9 June 2006) by:
  • $2.1$ giving each ITC Shareholder who remains on the ITC share register as at close of business on the Dividend Record Date whose acceptance has been received the right to retain the whole of the ITC Dividend in addition to the Cash Consideration (as varied by this notice) and the Scrip Consideration already offered by Hatmore;
  • $2.2$ waiving all rights under the terms of the Offer to deduct the amount of the ITC Dividend from the consideration payable under the Offer to any ITC Shareholder who remains on the ITC share register as at close of business on the Dividend Record Date:
  • 2.3 giving each ITC Shareholder whose acceptance is received on or prior to close of business on the Dividend Record Date (and whether before or after the date of this notice) and in respect of whose ITC Shares, Hatmore has become the registered holder on or before close of business on the Dividend Record Date, the right to be paid a cash amount equal to the ITC Dividend per ITC Share in addition to the Cash Consideration or Scrip Consideration already offered by Hatmore. The cash amount would be paid no later than (2) business days after Hatmore receives the ITC Dividend; and
  • $2.4$ amending the terms of the Offer set out in section 4 of the bidder's statement accordingly.
    1. In accordance with section 650C(1) of the Corporations Act, by extending the Offer Period so that the Offer Period will now end at 7:00pm (Australian Eastern Standard Time) on Friday 30 June 2006 and replacing the date '27 June 2006' with the date '30 June 2006' in each place that it appears in the bidders statement.

The following definitions apply for the purposes of this notice and shall be taken to be inserted as additional definitions in section 14.1 of the bidder's statement:

"Dividend Record Date" means 21 June 2006.

"ITC Dividend" means the fully franked dividend of \$0.05 cents per ITC Share, to be paid on 17 July 2006 to holders of ITC Shares on the Dividend Record Date, announced by the board of directors of ITC to the ASX on 9 June 2006.

A Second Supplementary Bidders Statement will be issued by Hatmore which contains further information relevant to this notice of variation.

Hatmore gives notice under section 650B(3), whereby all ITC Shareholders who accepted the Offer prior to receiving this notice of variation, are entitled to make a fresh election as to the form of consideration (Scrip Consideration or Cash Consideration) to be taken under the acceptance. Further details on the entitlement to make a fresh election and how to make such election will be set out in the Second Supplementary Bidders Statement.

A copy of this notice of variation of takeover offer was lodged with ASIC on 9 June 2006. ASIC takes no responsibility for the contents of this notice.

Dated: 9 June 2006

Signed in accordance with a unanimous resolution passed by the directors of Hatmore Pty Ltd.

$\zeta$ $\frac{1}{2}$

L Wozniczka Director Hatmore Pty Ltd

SUPPLEMENTARY BIDDER'S STATEMENT

This document is the second supplementary bidder's statement ("Second Supplementary Bidder's Statement") to the Bidder's Statement dated 12 May 2006 ("Original Statement") by Hatmore Pty Ltd ABN 12 096 553 909 ("Hatmore") a wholly owned subsidiary of Futuris Corporation Limited ABN 34 004 336 636 ("Futuris") which was lodged with the Australian Securities and Investments Commission ("ASIC") on 12 May 2006 in relation to a takeover offer for all of the shares in Integrated Tree Cropping Limited ABN 79 069 762 634 ("ITC") which Hatmore (and its Associates) does not already own.

This Supplementary Bidder's Statement should be read together with the Original Statement and the supplementary bidder's statement dated 25 May 2006 ("First Supplementary Bidder's Statement"). Unless the context otherwise requires, terms defined in the Original Statement have the same meaning in this Second Supplementary Bidder's Statement. This Second Supplementary Bidder's Statement will prevail to the extent of any inconsistency with the Original Statement or the First Supplementary Bidder's Statement.

This Second Supplementary Bidder's Statement is dated 9 June 2006 and a copy of it was lodged with the ASIC on 9 June 2006. Neither ASIC nor any of its officers takes any responsibility for the contents of this Second Supplementary Bidder's Statement. A copy of this Second Supplementary Bidder's Statement has also been provided to the ASX. Neither the ASX nor any of its officers take any responsibility for the information contained in this Second Supplementary Bidder's Statement.

The Original Statement should be read as though it were amended as follows:

1. INCREASE IN CASH CONSIDERATION

Hatmore has increased the Cash Consideration under the Offer from \$1.30 for each ITC Share to \$1.35 for each ITC Share. The Scrip Consideration remains unchanged at 3 FCL Shares for every 5 ITC Shares.

All ITC Shareholders who have already accepted the Offer and elected Cash Consideration and all ITC Shareholders who accept the Offer for Cash Consideration before the end of the Offer Period are entitled to receive the increased consideration of \$1.35 for each ITC Share.

All ITC Shareholders who have already accepted the Offer and elected Scrip Consideration are entitled to make a fresh election of the consideration to be taken under the Offer, in accordance with section 6 of this Second Supplementary Bidder's Statement.

Attached to this Second Supplementary Bidder's Statement as Annexure A is a notice under section 650D of the Corporations Act which formally varies the terms of the Offer to give effect to the increase in the Cash Consideration ("Notice").

$\overline{2}$ . ITC DIVIDEND

$2.1$ ITC Resolves to pay dividend

On 9 June 2006 ITC announced to the ASX that the board of directors of ITC resolved to declare a fully franked dividend of \$0.05 cents per ITC Share ("ITC Dividend"), to be paid on 17 July 2006 from retained profits. The record date for the ITC Dividend is 21 June 2006 ("Dividend Record Date"). A copy of this announcement is attached as Annexure B.

$2.2$ Entitlement to ITC Dividend

Hatmore has agreed to increase the Cash Consideration and Scrip Consideration under the Offer by permitting the ITC Shareholders who accept the Offer on or after 22 June 2006 to retain the ITC Dividend without adjustment to the Cash Consideration or Scrip Consideration payable under the Offer.

2.3 ITC Shareholders who have accepted or accept before the Dividend Record Date

ITC Shareholders who have accepted, or who accept, the Cash Consideration or the Scrip Consideration under the Offer and have their shares transferred to Hatmore on or before the Dividend Record Date will not be entitled to receive the ITC Dividend.

However, after discussions with the Australian Securities and Investments Commission ("ASIC"), Hatmore has confirmed that it can vary the terms of the Offer so as to give each ITC Shareholder whose acceptance is received on or prior to the Dividend Record Date and whose ITC Shares have been transferred to Hatmore on or before close of business on the Dividend Record Date the right to be paid a cash amount equal to the ITC Dividend ("Cash Dividend Amount") in addition to the Cash Consideration or Scrip Consideration already offered by Hatmore to ITC Shareholders who accept the Offer.

The Notice formally varies the terms of the Offer to give effect to this increase in the Cash Consideration and Scrip Consideration offered under the Offer.

Hatmore will pay the Cash Dividend Amount no later than two (2) Business Days after the date on which Hatmore receives from ITC the ITC Dividend, which is expected to be 17 July 2006.

$2.4$ ASIC Modification of the Corporations Act

By an instrument dated 9 June 2006 ASIC has granted Hatmore a modification to sections 650B(1)(g) and section 650B(2A) of the Corporations Act to enable Hatmore to vary the terms of the Offer in the manner set out in section 2.1 and section 2.2 of this Second Supplementary Bidder's Statement and the Notice. A copy of the instrument is attached as Annexure C.

3. FINANCIAL INFORMATION

FCL considers that the payment of the increased Cash Consideration will not have a material impact on the pro forma financial information contained in section 11 of the Original Bidder's Statement (as replaced by the First Supplementary Bidder's Statement).

EXTENSION OF OFFER PERIOD 4.

Hatmore has extended the Offer Period which will now close at 7:00pm (Australian Eastern Standard Time) on 30 June 2006.

The Notice formally varies the Offer to extend the Offer Period.

5. NEW ACCEPTANCE FORM

A new acceptance form which reflects the amendments to the Offer is attached as Annexure D to this Second Supplementary Bidder's Statement ("New Acceptance Form"). The New Acceptance Form is green.

6. FRESH ELECTION OF CONSIDERATION

In accordance with section 650B(2) of the Corporations Act, all ITC Shareholders who have accepted the Offer for either Scrip Consideration or Cash Consideration prior to the date when they receive this Second Supplementary Bidder's Statement, are entitled to make a fresh election of the form of consideration (Cash Consideration or Scrip Consideration) to be taken under the Offer.

If an ITC Shareholder who has already accepted the Offer, wants to make a fresh election they must:

  • return a copy of the New Acceptance Form selecting the 'Fresh Election' box and the form of consideration they wish to select;
  • return any consideration already received and any necessary transfer documents to ٠ Hatmore; and
  • do so within one month of the date when the ITC Shareholder receives the Notice.

Once an election of new consideration has been made (including the return of any consideration already received and any necessary transfer documents), Hatmore will pay such consideration at the later of the time when the election is made and the time when payment of consideration is due in accordance with section 4.5 of the Original Statement.

The election of new consideration applies only to the Scrip Consideration and Cash Consideration, not the ITC Dividend and Cash Dividend Amount. All ITC Shareholders will receive the ITC Dividend or Cash Dividend Amount (as applicable) in accordance with section 2 of this Second Supplementary Bidder's Statement, regardless of whether an election as to the Cash Consideration or Scrip Consideration has been made.

The entitlement to make a fresh election of the form of consideration does not affect the validity of your original acceptance. Accordingly you are not entitled to withdraw or revoke your acceptance.

7. SOURCES OF CONSIDERATION

As at the date of this Second Supplementary Bidder's Statement, Hatmore has available to it from existing cash resources and the Placement (as detailed in the First Supplementary Bidder's Statement) of at least \$412 million. As a result of the increase in Cash Consideration, the maximum amount that Hatmore would be required to pay for ITC Shares if Hatmore acquires all of the ITC Shares in which it (or its Associates) do not already have a relevant interest for Cash Consideration (at the increased amount) is approximately \$155 million. The actual Cash Consideration payable will depend on how many ITC Shareholders accept the Offer and elect Cash Consideration (including those who are entitled to make a fresh election).

All Cash Dividend Amounts will be paid from the proceeds of the ITC Dividend received by Hatmore.

TAXATION CONSEQUENCES 8.

As the Offer now includes either the ITC Dividend or the Cash Dividend Amount, the Australian taxation consequences associated with the Offer summarised in the Original Statement may have varied slightly.

ITC Shareholders should seek their own independent taxation advice in relation to the taxation effect of the acceptance of the amended Offer. Each ITC Shareholder's particular circumstances will determine which approach results in a better taxation outcome for that Shareholder.

$8.1$ Shares held on capital account and No Scrip For Scrip Rollover Relief

If an ITC Shareholder holds its ITC Shares on capital account and is not seeking scrip for scrip rollover relief the summary contained in the Original Statement is unchanged, except:

  • $8.1.1$ the amount of capital proceeds will have increased; and
  • $8.1.2$ if the ITC Shareholder receives the ITC Dividend it will be included in the ITC Shareholder's assessable income as a dividend. The capital gain will be reduced accordingly, by virtue of the provision in the tax legislation for the avoidance of double taxation.

Shares Held on capital account and Scrip for Scrip Rollover Relief 8.2

If an ITC Shareholder holds its ITC Shares on capital account, has elected Scrip Consideration and is seeking scrip for scrip rollover relief the position differs as follows:

  • $8.2.1$ In respect of the disposal of the ITC Shareholder's ITC Shares:
  • (a) There will only be partial CGT scrip for scrip roll-over relief. The ITC Shareholder cannot receive CGT roll-over relief in respect of the ITC Dividend/Cash Dividend Amount. The ITC Shareholder will need to obtain professional tax advice to reasonably attribute the cost base of the ITC Shares, and ultimately the capital gain, between the Scrip Consideration and the ITC Dividend/Cash Dividend Amount.
  • (b) If the ITC Shareholder receives the ITC Dividend it could be expected that the capital gain arising would be eliminated completely by virtue of the provision for the avoidance of double taxation because of the ITC Dividend being included in the ITC Shareholder's assessable income as a dividend.
  • 8.2.2 In respect of the acquisition by the ITC Shareholder of FCL Shares, professional tax advice will be required (similar to above) to apportion the cost base of the ITC Shares between the Scrip Consideration and ITC Dividend/Cash Dividend Amount. The cost base of the new FCL Shares will be the pre-existing cost base of the ITC Shares reduced by reference to the above apportionment.

8.3 Shares held on revenue account or trading stock

If an ITC Shareholder holds its ITC Shares on revenue account or as trading stock the summary contained in the Original Statement is unchanged except that the ITC Shareholder will derive additional assessable income - either the ITC Dividend (as a dividend) or Cash Dividend Amount.

Dated: 9 June 2006 Signed in accordance with a unanimous resolution passed by the directors of Hatmore Pty Ltd.

$\sim$

$\overline{a}$

L Wozniczka Director Hatmore Pty Ltd

APPENDIX A

NOTICE OF VARIATION

CORPORATIONS ACT 2001

SECTIONS 650D(1) and 650B(3)

NOTICE OF VARIATION OF TAKEOVER OFFER AND FRESH ELECTION OF CONSIDERATION

INCREASE IN CONSIDERATION OFFERED AND EXTENSION OF THE OFFER PERIOD

Hatmore Pty Ltd ACN 096 553 909 ("Hatmore") hereby gives notice under section 650D(1) of the Corporations Act that its offers dated 26 May 2006 for all of the ordinary shares in Integrated Tree Cropping Limited ACN 069 762 634 contained in the bidder's statement dated 12 May 2006 are varied as follows:

  • In accordance with section 650B(1)(a) of the Corporations Act, by increasing the Cash 1. Consideration from \$1.30 for each ITC Share to \$1.35 for each ITC Share and replacing the amount "\$1.30" with the amount "\$1.35" in each place it appears in the bidder's statement:
  • $2.$ In accordance with section $650B(1)(g)$ of the Corporations Act (as modified by the Australian Securities and Investments Commission ("ASIC") on 9 June 2006) by:
  • $2.1$ giving each ITC Shareholder who remains on the ITC share register as at close of business on the Dividend Record Date whose acceptance has been received the right to retain the whole of the ITC Dividend in addition to the Cash Consideration (as varied by this notice) and the Scrip Consideration already offered by Hatmore;
  • $2.2$ waiving all rights under the terms of the Offer to deduct the amount of the ITC Dividend from the consideration payable under the Offer to any ITC Shareholder who remains on the ITC share register as at close of business on the Dividend Record Date:
  • $2.3$ giving each ITC Shareholder whose acceptance is received on or prior to close of business on the Dividend Record Date (and whether before or after the date of this notice) and in respect of whose ITC Shares, Hatmore has become the registered holder on or before close of business on the Dividend Record Date, the right to be paid a cash amount equal to the ITC Dividend per ITC Share in addition to the Cash Consideration or Scrip Consideration already offered by Hatmore. The cash amount would be paid no later than (2) business days after Hatmore receives the ITC Dividend; and
  • 2.4 amending the terms of the Offer set out in section 4 of the bidder's statement accordingly.
    1. In accordance with section 650C(1) of the Corporations Act, by extending the Offer Period so that the Offer Period will now end at 7:00pm (Australian Eastern Standard Time) on Friday 30 June 2006 and replacing the date '27 June 2006' with the date '30 June 2006' in each place that it appears in the bidders statement.

The following definitions apply for the purposes of this notice and shall be taken to be inserted as additional definitions in section 14.1 of the bidder's statement:

"Dividend Record Date" means 21 June 2006.

"ITC Dividend" means the fully franked dividend of \$0.05 cents per ITC Share, to be paid on 17 July 2006 to holders of ITC Shares on the Dividend Record Date, announced by the board of directors of ITC to the ASX on 9 June 2006.

A Second Supplementary Bidders Statement will be issued by Hatmore which contains further information relevant to this notice of variation.

Hatmore gives notice under section 650B(3), whereby all ITC Shareholders who accepted the Offer prior to receiving this notice of variation, are entitled to make a fresh election as to the form of consideration (Scrip Consideration or Cash Consideration) to be taken under the acceptance. Further details on the entitlement to make a fresh election and how to make such election will be set out in the Second Supplementary Bidders Statement.

A copy of this notice of variation of takeover offer was lodged with ASIC on 9 June 2006. ASIC takes no responsibility for the contents of this notice.

Dated: 9 June 2006

Signed in accordance with a unanimous resolution passed by the directors of Hatmore Pty Ltd.

$\angle$

L Wozniczka Director Hatmore Pty Ltd

APPENDIX B

ITC DIVIDEND ANNOUNCEMENT

PO Box 204 Level 1, 66 Kings Park Road West Perth WA 6872 Tel: 08 9483 0200 Fax: 08 9483 0250

www.treecrop.com.au

Friday, 9 June 2006

Company Announcements Office Australian Stock Exchange

ITC DIRECTORS DECLARE DIVIDEND

Integrated Tree Cropping Limited (ITC, ASX code ITF) announces that the Directors have declared a fully franked dividend of 5.0 cents per share, payable on Monday, 17 July 2006, with a record date of Wednesday, 21 June 2006.

The Directors have resolved to suspend the Dividend Reinvestment Plan for this dividend.

Sonya Furey Company Secretary

For further comment: Vince Erasmus, Chief Executive Officer, phone (03) 9682-0655

For further information:

ITC Shareholder Information Line on (08) 9483-0207 (for calls made from within Australia) or +61 8 9483-0207 (for calls made from outside Australia). Please note that for legal reasons calls to this line will be recorded.

APPENDIX C

ASIC MODIFICATION

Australian Securities and Investments Commission Corporations Act 2001 - Subsection 655A(1)(b) - Declaration

Pursuant to paragraph 655A(1)(b) of the Corporations Act 2001 (the "Act"), the Australian Securities and Investments Commission ("ASIC") declares that Chapter 6 of the Act applies to the person specified in Schedule A in the case specified in Schedule B as if Chapter 6 of the Act were modified by:

    1. ornitting paragraph 650B(1)(g) and replacing it with the following:
  • if the securities being acquired include shares to which rights to accrued "(g) dividends are attached - by:
    • (i) giving the holders who are on the register of members as at close of business on the record date determined for the dividend the right to retain the whole or part of the dividend; and
    • (ii) giving the holders who accept the offer and in respect of whose shares the bidder has become the registered holder as at close of business on the record date determined for the dividend the right to be paid a cash amount equal to the amount of the dividend;

in addition to the consideration already offered; or"

  • $\mathbf{2}$ . deleting the punctuation mark "." after the words "paragraph (a)" in subparagraph 650B(2A)(b)(ii) and replacing it with the punctuation mark:
  • 8.B
    |}
  • inserting after subparagraph 650B(2A)(b)(ii) a new paragraph 650B(2A)(c) as follows: 3.

"if the bidder varies the offers made under the bid pursuant to subparagraph 650B(1)(g)(ii), the person is entitled to receive the improved consideration no later than two (2) business days after the date the dividend is paid."

Schedule A

Hatmore Pty Ltd ACN 096 553 909 ("Bidder")

Schedule B

ł Ŧ.

Takeover offers under a takeover bid by the Bidder for all of the ordinary shares in Integrated Tree Cropping Limited ACN 069 762 634 in respect of which a bidder's statement was lodged with ASIC on 12 May 2006.

Dated this 9th day of June 2006

Signed by Stefan Pfeifle as delegate of the Australian Securities and Investments Commission

APPENDIX D

$\cdot$

NEW ACCEPTANCE FORM

ŕ,

HATMORE PTY LTD ABN 12 096 553 909 NEW ACCEPTANCE FORM

Computershare

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 1903 Adelaide South Australia 5001 Australia Enquiries (within Australia) 1300 556 161 (outside Australia) 61 3 9415 4000 Facsimile 61 8 8236 2305 [email protected] www.computershare.com

A

Use a black pen.
Print in CAPITAL letters inside the grey areas.

Fresh Election

Please refer to second supplementary bidder's statement
dated 9 June 2006. This box is only for those ITC Shareholders who have already accepted the Offer psor to the date they received the second supplementary bidder's statement.

Transfer and Acceptance Form - Shares or Cash

This is an important document and requires your immediate attention. If you are in doubt about how to deal with it, please consult your financial or other professional advisor.

Use this form to accept Hatmore Pty Ltd Offer for your Integrated Tree Cropping Limited Shares

Consideration B

1.

2.

The consideration applicable under the terms of this offer

You will receive 3 Futuris Corporation Limited Shares for every 5 Integrated Tree Cropping Limited Shares held, or \$1.35 cash, payable within 7 days of acceptance.

To be completed by Securityholder a.

Please complete this form if you wish to accept the Offer in respect of ALL of your Integrated Tree Cropping Limited Shares on the terms set out in the bidder statement.

Integrated Tree Cropping Limited Shares

If you wish to receive cash consideration for your Integrated Tree Cropping Limited Shares, please specify the number of Integrated Tree Cropping Limited Shares you would like to receive cash consideration for in the space provided.

If you wish to receive Share consideration for your Integrated Tree Cropping Limited Shares, please specify the number of Integrated Tree Cropping Limited Shares you would like to receive Share consideration for in the space provided.


Write the r
Tree Cropp

Securityholder details

ر
سمکتار میں

iled es)

sled ing Limited Shares)

Following Contact details

Please provide your contact details in case we need to speak to you about this form. .
Name of contact person

Contact person's daytime telephone number

Sign here - this section must be signed before we can process this form.

We accept the offer made by Hatmore Pty Ltd in respect of Shares in Integrated Tree Cropping Limited I/we hold and I/we agree to be bound by the terms and conditions of the offer (including the instructions as to acceptance of the offer on the back of this form) and transfer all of my/our Integrated Tree Cropping Limited Shares to Hatmore Pty Ltd for the above consideration.

Individual or Securityholder 1

Individual or Securityholder 2

Sole Director and Sole Company Secretary

The directors reserve the right to make amendments to this form where appropriate. Please refer to the lodgement instructions overteaf.

Director/Company Secretary

Director

onnensusi
Your holding in Integrated
Tree Cropping Limited
Cash consideration payable to you
at \$1.35 per Share
Share consideration to be issued
to you on the basis of 3 Futuris
Corporation Limited Shares for
every 5 Integrated Tree Cropping
Limited Shares accepted
(Write the number of Integra
Tree Cropping Limited Share
(Write the number of Integra
Tran Cronning Limitad Shari

How to complete this form

Acceptance of the takeover offer

I

$\mathbf{A}$ Registration Details
The Shares are currently registered in the name(s) printed on this
If you sign and return this Transfer and Acceptance Form to the
Registry either in respect of an Issuer Sponsored Holding or so that
contact may be made with your Controlling Participant on your behalf,
form. Your consideration will be issued in the names as it appears on
the Integrated Tree Cropping Limited register.
you warrant to Hatmore Pty Ltd (and authorise Halmore Pty Ltd to
warrant on your behalf) that you have full legal and beneficial
If you have already sold all your Integrated Tree Cropping Limited
Shares shown overleaf, do not keep or return this form. Please send
this form to the broker who sold them for you.
ownership of the Integrated Tree Cropping Limited Shares and that
Hatmore Pty Ltd will acquire them free from all mortgages, charges,
liens, encumbrances (whether legal or equitable), restrictions on transfer
of any kind and free from any third party rights.
Ø Consideration Neither Hatmore Pty Ltd or Computershare Investor Services Pty
The Cash Consideration payable under the takeover offer is \$1.35
per Share.
Limited ('CIS') will be responsible for any delays incurred by this
process. You should allow sufficient time for the preferred party to
initiate the acceptance of the offer on your behalf.
The Share consideration payable owing under the takeover offer is Contact details
3 Futuris Corporation Limited Shares for every 5 Integrated Tree Cropping
Limited Shares accepted.
D
$\overline{\mathbf{c}}$ How to accept the Offer regarding this form. Enter the name of a contact person and telephone number. These
details will only be used in the event that the registry has a query
To accept part or all of your Integrated Tree Cropping Limited Shares for
the Cash Offer, please specify the number of Integrated Tree Cropping
Signature(s)
E
Limited Shares in the box provided. You must sign the form as follows in the space provided:
To accept part or all of your Integrated Tree Cropping Limited Shares for
the share offer, please specify the number of Integrated Tree Cropping
Limited Shares in the box provided.
Joint holding: where the holding is in more than one name all of
the securityholders must sign.
If your Integrated Tree Cropping Limited Shares are held in an
Issuer Sponsored Holding, simply complete and return this form to
the Hatmore Pty Ltd Registry so that it is received by no later
than 7,00pm (Australian Eastern Standard Time) on 30 June 2006,
unless extended.
Power of Attorney: to sign under Power of Attorney, you must have
already lodged this document with the Hatmore
Pty Ltd registry. Alternatively, attach a certified copy
of the Power of Attorney to this form when you
return it.
If your Integrated Tree Cropping Limited Shares are in a CHESS holding,
you may contact your Controlling Participant directly (normally your
stockbroker) with instructions to accept the offer. If you do this, you will
need to sign and return this Transfer and Acceptance Form to your
Controlling Participant. If you want Hatmore Pty Ltd to contact your
Controlling Participant on your behalf via the CHESS system, sign and
return this form to the Hatmore Pty Ltd Registry so that it is received
no later than 7.00pm (Australian Eastern Standard Time) on 30 June
2006 unless extended.
Deceased Estate: all executors must sign and, if not already noted by
the Hatmore Pty Ltd registry, a certified copy of
Probate or Letters of Administration must
accompany this form.
Companies: this form must be signed by either 2 Directors or a
Director and a Company Secretary. Alternatively,
where the company has a Sole Director and,
pursuant to the Corporations Act, there is no
Company Secretary, or where the Sole Director is
also the Sole Company Secretary, that Director may
sion alone. Detete titles as applicable.

Lodgement of Transfer and Acceptance Form

This Transfer and Acceptance Form must be received at the Adelaide office of CIS by no later than 7.00pm (Australian Eastern Standard Time) on 30 June 2006. Return this Transfer and Acceptance Form to:

Postal Address ΟR Hand Delivery
Computershare Investor Services Pty Limited Computershare Investor Services Pty Limited
GPO Box 1903 Level 5
ADELAIDE SA 5001 115 Grenfell Street
ADELAIDE SA 5000

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers ("the issuer"), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail [email protected] If you have any enquiries concerning this Takeover Offer please contact CIS on telephone 1300 790 712.

For legal reasons, all calls to this number will be recorded.

Please note this form may not be used to change your address.

013373 - V4

$\circ$ 0 ×.

$\vdash$

$\infty$

Please return the completed form in the envelope provided, or to the address opposite:

Computershare Investor Services Pty Limited GPO Box 1903 Adelaide SA 5001 Australia